24 February 2014
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 PERIOD ENDED 31 DECEMBER 2013
strategic report financial highlights and performance summary
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Financial highlights |
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Number of ordinary shares issued on 25 June 2013: |
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174,729,500 Euro shares |
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150,849,080 Sterling shares Number of ordinary shares in issue as at 31 December 2013: 166,615,025 Euro shares 157,690,776 Sterling shares Market capitalisation as at 31 December 2013 Euro ordinary share class: €169,114,250 (Number of Euro shares x bid price)* Sterling ordinary share class: £162,027,272 (Number of Sterling shares x bid price)* |
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Net asset value on a total return basis increased by 3.19% (Euro share class) and 3.31% (Sterling share class) from inception |
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CVC Credit Partners European Opportunities Limited's Net Asset Value Total Return and Share Price - Euro share class and Sterling share class
LINK TO: Net asset value total return graphs - http://www.rns-pdf.londonstockexchange.com/rns/6947A_-2014-2-21.pdf |
Performance summary |
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As at 31 December 2013 |
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% change period from inception |
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Net asset value per Euro ordinary share |
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€1.0293 |
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3.19% |
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Euro ordinary share price (bid market)* |
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€1.0150 |
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1.50% |
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Net asset value per Sterling ordinary share |
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£1.0305 |
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3.31% |
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Sterling ordinary share price (bid market)* |
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£1.0275 |
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2.75% |
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Period highs and lows |
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2013 |
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2013 |
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High |
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Low |
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Net asset value per Euro ordinary share |
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€1.0293 |
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€0.9966 |
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Euro ordinary share price (bid market)* |
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€1.0200 |
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€0.9900 |
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Net asset value per Sterling ordinary share |
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£1.0305 |
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£0.9966 |
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Sterling ordinary share price (bid market)* |
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£1.0350 |
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£0.9900 |
Dividend history |
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No dividends were declared or paid during the period. Please refer to note 15 for further information subsequent to the reporting period. |
* - Source: Bloomberg
chairman's statement
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Introduction
I am pleased to have the opportunity to present you with the first set of audited financial statements since the initial public offering (IPO) of CVC Credit Partners European Opportunities Limited's (the "Company") Sterling and Euro shares on the London Stock Exchange in June 2013.
Performance
The financial performance of the Company since its IPO has been determined principally by the progress that the Company's underlying Investment Vehicle, Compartment A of CVC European Credit Opportunities S.à r.l (the "Investment Vehicle"), has made in investing the funds raised at IPO. As at the year-end date, the Investment Vehicle was 94.5% invested in portfolio assets and as such is now regarded as being effectively fully invested. The Company has generated an absolute return on funds invested of 3.19% for the Euro class ordinary shares and 3.31% for the Sterling class ordinary shares, with which your Board is satisfied and which is in line with expectations.
Strategy
The Company's Strategy involves investment in, typically, senior secured sub-investment grade corporate credit instruments with the investment objective of providing shareholders with regular income returns and capital appreciation.
The Strategic Report (of which this Chairman's report forms a part) is designed to inform the reader of the Company's investment objective, policy and strategy. Your board continues to critically appraise the Company's strategy, in respect of both suitability and achievability, and it is the Board's view that the strategy as set out in the prospectus issued at the IPO remains appropriate.
Outlook
The investment vehicle manager to the Investment Vehicle, CVC Credit Partners Investment Management Limited (the "Investment Vehicle Manager"), has provided the report incorporated within this Annual Financial Report. That report sets out in some detail the Investment Vehicle Manager's view of progress to date and the outlook for the Company's chosen markets and instruments. Your Board agrees with the conclusions reached and has determined that the market opportunity created in part by on-going deleveraging of bank balance sheets across the EU in response to enhanced capital allocation requirements, combined with the upcoming ending of 2007 vintage CLOs' reinvestment periods, will continue. As a result, your Board expects to see EU corporates continuing to turn to the high yield bond and leveraged loan markets for their routine financial needs, which will generate useful primary supply alongside a growing secondary market populated by seasoned issuers.
Risks to the Successful Execution of the Company's Strategy
The Company is subject to a number of key variables which could impact its ability to achieve its stated Strategy. I take this opportunity to comment on those variables, which your Board considers on an ongoing basis, and the Board's view thereof :
Credit Risk
The Company's Strategy involves investment in, typically, senior secured sub-investment grade corporate credit instruments. As a result, it is exposed to a greater level of credit risk than from investment grade borrowers. In your Board's view, this risk is mitigated by the mildly positive economic performance of the larger EU economies during 2013, coming off an already depressed baseline. Expectations for 2014 appear to be "more of the same" in the absence of un-envisaged external shocks, and whilst the correlation between EU economic performance and EU-based issuers' creditworthiness is not absolute, your Board believes that it gives good cause to expect no material pickup in EU corporate default statistics during 2014. |
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Yield Compression Risk
On the demand side, a number of new entrants to the Company's target markets have appeared during 2013, deploying both high net worth and institutional funds, attracted by the relatively high yields on offer. Your board believes that both demand and supply of instruments are, on balance, likely to parallel each other during 2014, with the risk being that any limitation on new primary supply, when taken together with the on-going paydowns by secondary issues, has the potential to cause some yield compression. Your board will be monitoring this trend closely.
Foreign Exchange Risk
The flow through foreign exchange risks to which the Company is subject are numerous. However, these are subject to active management by the Board of the Investment Vehicle and its advisors, and your Board is satisfied that these arrangements are appropriate to effectively manage the risks arising. Your board monitors the net asset value per share divergence between the Sterling and Euro share classes in order to identify the impacts of flow through foreign exchange risk and is satisfied that the divergence has remained at reasonable levels throughout the period.
Further information concerning the principal risks and uncertainties which arise in connection with an investment in the Company's shares are set out in the Executive Summary of this Strategic Report.
Revenue and Dividends
The revenue for the period, after taxation, was €10,656,425. The earnings per share, calculated on the number of shares in issue at year end, was 0.032859 cents for the Euro class and 0.028085 pence for the Sterling share class. The Board has declared an interim dividend amounting to £0.01 in respect of the Sterling class shares and €0.01 in respect of the Euro class shares, in respect of the financial period ended 31 December 2013. This dividend was paid on 14th February 2014 to shareholders on the register at the close of business on 29 January 2014. Your Board is satisfied that the Company's stated target of providing a 5% annual yield on IPO proceeds remains appropriate. Share Issues and Repurchases The Board announced on 10 February 2014 that it is considering an additional issue of share capital. Further information will be provided in due course. |
Board of Directors The Board is presently in the process of appointing a suitable advisor to assist it in conducting the first annual evaluation of the Directors, the Chairman, the Board itself and its committees, which evaluation will take place during 2014. All Directors will stand for reappointment at the forthcoming Annual General Meeting. Alternative Investment Fund Managers Directive ('AIFMD' or the 'Directive') The final regulations for the AIFMD have now been published by the Jersey Financial Services Commission. As stated in the IPO prospectus, it is the Company's intention to classify itself as a self-managed Alternative Investment Fund (AIF), and will seek to maintain the necessary features and activities consistent with that determination. Annual General Meeting This year's Annual General Meeting will be held at noon on 20 March 2014. In addition to the formal proceedings, there will be a presentation by a representative of the Investment Vehicle Manager, who will also be available to respond to questions on the Investment Vehicle's portfolio and investment strategy. I look forward to seeing as many of you as possible at the meeting. If you have any detailed questions, you may wish to raise these in advance with the Company Secretary. Shareholders who are unable to attend the Annual General Meeting in person are encouraged to use their proxy votes. Shareholders who hold their shares through CREST are able to lodge their proxy votes electronically. |
Richard Michael Boléat |
Chairman |
Executive summary |
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This Executive Summary is designed to provide information about the Company's business and results for the period ended 31 December 2013. 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. |
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Corporate summary |
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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 is denominated in Euro and Sterling and consists of Euro and Sterling ordinary shares. The Company's Euro and Sterling ordinary shares are listed on the London Stock Exchange. The Company issued 325,578,580 ordinary shares, comprising 174,729,500 Euro ordinary shares and 150,849,080 Sterling ordinary shares on 25 June 2013 at a price of €1 and £1 per ordinary share respectively. There are also two management shares in issue, with no par value and no voting rights. |
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The Company is self-managed and the Directors have invested the net IPO proceeds into a Compartment 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"). |
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The Company is a member of the Association of Investment Companies ("AIC") and is regulated by the Jersey Financial Services Commission. |
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Company investment objective |
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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. |
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Company investment policy |
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The Company's investment policy is to invest predominantly in companies domiciled, or with material operations, in Western Europe across various industries. The Company's investments are focused on senior secured obligations of such companies but investments are also made across the capital structure of such borrowers.
Further information can be found in the Investment Vehicle Manager report which is incorporated within this annual financial report for informational purposes only. |
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Investment approach |
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The Company pursues its investment policy by investing in the Investment Vehicle. The Company gave 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 objective and investment policy of the Investment Vehicle are in line with those of the Company. |
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The Investment Vehicle Manager's investment strategy for the Investment Vehicle is to make investments in approximately 25 to 50 companies based on detailed fundamental analysis of the operations and market position of each company and its capital structure.
The Investment Vehicle invests in the debt of larger companies which offer a number of differing characteristics relative to the broader market, including but not limited to:
(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) 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.
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Based on the market opportunity, the Investment Vehicle 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 CVC Group generally.
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.
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.
The liquidity terms of the Investment Vehicle are also an important factor considered in determining the composition of the investment Portfolio. |
Key Performance Indicators (KPIs) |
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The Company's Board of Directors meets regularly and at each meeting reviews performance and risk against a number of key measures. |
Net asset value total return The Directors regard the Company's net asset value total return as being the overall measure of value delivered to Shareholders over the long term. Total return reflects both net asset value growth of the Company and also dividends paid to Shareholders. The Company is targeting a net asset value total return of 8%-12% per annum after the initial ramp up period.
Dividend yield |
The Company is targeting an annual dividend yield of 5%.
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.
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Premium / Discount The Directors review the trading price of the Company's shares and compare them against the net asset values of the respective share classes of the Company to assess volatility in the discount or premium to the share prices during the period.
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Share class disparity The Directors review the net asset value and the share price of both share classes on a weekly basis to assess and understand any price disparity between both classes. |
Principal risks and uncertainties |
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When considering the total return of the Company, the Board takes account of the risk which has been taken in order to achieve that return. The Board looks at numerous risk factors, an overview of which is set out below:
Supply and demand The value of the investments in which the Company indirectly invests are affected by the supply of primary and secondary issuers on the one hand and the continued demand for such instruments from market participants on the other. A change in the supply of or demand for the underlying investment may adversely affect the performance of the Company. |
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Portfolio concentration |
Risk is concentrated in European corporate issuers with relatively lower credit ratings than other more senior investments and therefore subject to a greater degree of loss than would be the case with higher credit rated instruments. The underlying portfolio comprises 25-50 issuers and may therefore be exposed to concentration of industry risk and concentration of geographical risk.
It is important to note that the investment objective and investment policy of the Investment Vehicle is in line with that of the Company.
Please refer to Investment Vehicle Manager's report for detail of the investment portfolio held in the underlying Investment Vehicle by principle country. |
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Liquidity |
Investment in the Company is subject to a number of liquidity constraints as follows:
The PECs in which the Company invests are not traded on a stock exchange. The Company will have to rely on the redemption mechanisms offered by the Investment Vehicle in order to realise its investment and on that mechanism operating in a timely manner.
The Investment Vehicle's underlying investments are not traded on a stock exchange. Investments are bought and sold by market participants on a bilateral basis and any reduction in liquidity caused by a reduction of demand can have a negative impact on the Company's ability to conduct its Contractual Quarterly Tenders. |
Foreign Exchange |
The Company is subject to foreign exchange risks but the effects are mitigated by a hedging program. |
Macro-Economic Risks Adverse global conditions are likely to have an adverse effect on the performance of the Investment Vehicle's underlying assets and on the ability of underlying borrowers to service their debt obligations.
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Principal risks relating to an investment in the shares of the Company |
Please refer below for details of the principal risks relating to an investment in the shares of the Company. |
Shareholders have no right to have their shares redeemed or repurchased by the Company |
As the Company has been established as a closed-ended vehicle, there is no right or entitlement attaching to ordinary shares that allows them to be redeemed or repurchased by the Company at the option of the Shareholder. By contrast, Investment Vehicle interest holders (including the Company) who have invested directly in the Investment Vehicle, have a right to redeem their Investment Vehicle interests pursuant to the Investment Vehicle's quarterly redemption facility. The Company has, therefore, established the Contractual Quarterly Tender facility which is subject to annual Shareholder approval and the restrictions as discussed further below and in note 13. The Contractual Quarterly Tender is a mechanism available to ordinary Shareholders of the Company to redeem holdings on a quarterly basis.
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Contractual Quarterly Tenders are subject to certain restrictions and so Shareholders should not have an expectation that all or any of the shares they make available for sale to the Company will be purchased through the Contractual Quarterly Tender facility
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The operation of the Contractual Quarterly Tender facility is subject to Shareholder approval on an annual basis and there is no guarantee that Shareholders will vote to renew the Contractual Quarterly Tender facility.
For this reason and the additional restrictions discussed in note 13, Shareholders should note that they are subject to additional liquidity restrictions when compared to direct investors in the Investment Vehicle. Accordingly there is a risk that such other direct investors in the Investment Vehicle may be able to realise their investment sooner than the Shareholders, which may adversely affect the Company's business, financial condition, results of operations, net asset value and/or the market price of the Shares. |
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Other risks |
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The Directors wish to draw the attention of Shareholders to the other risks as set out in the Company's IPO prospectus, which is available on the Company's website. |
Environmental and social issues |
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The Company is a closed-ended investment company and so its own direct environmental impact is minimal. The Company notes that the companies in which the Investment Vehicle invests will have a social and environmental impact over which the Company has no control. The Board of Directors, the majority of whom are based in Jersey, have held all of their meetings in Jersey and therefore the Company's greenhouse gas emissions and environmental footprint are negligible.
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 maximise Shareholder return while mitigating the risk exposure of the Company. The Board is made up of three male Directors. All have held the position of Director since incorporation. |
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Future strategy |
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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 Board sees an opportunity to continue to execute its investment strategy over the coming years. The broader market opportunity is driven by a combination of structural change among historic lenders to the market (such as banks and CLOs) and the significant refinancing needs of European companies.
The Board expects bank participation in the leveraged loan market to continue to be variable as banks de-leverage balance sheets in order to provide for significant capital requirements demanded by international and domestic banking regulators.
The Board believes that the structural changes in market participants and the lack of flexibility in both existing capital (banks and CLOs) and lack of newly formed institutional capital (unlike the substantial ETF and mutual fund inflows in the US market) will mean that the market will continue to generate opportunities for flexible providers of capital such as the Investment Vehicle. |
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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 to date of the Investment Vehicle's investments and the main trends and factors likely to affect the future development, performance and position of those investments.
The Strategic Report was approved by the Board of Directors on 21 February 2014 and signed on its behalf by:
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Richard Michael Boléat |
Mark Richard Tucker |
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Chairman |
Audit Committee Chairman |
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Board members |
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CHAIRMAN |
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Richard Michael Boléat, aged 50 (independent). Appointed 20 March 2013. |
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Richard qualified as a Chartered Accountant with Coopers & Lybrand in the United Kingdom in 1987 and subsequently worked in the Middle East, Africa and the United Kingdom for a number of commercial and financial services groups, during which time he acted as a buy-side high yield credit analyst for an Arabian investment bank.
From 1996 he was a Principal of Channel House, a Jersey based financial services group, which was acquired by Capita Group plc in September 2005 and led their financial services client practice in Jersey until September 2007.
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He currently acts as a non-executive director of a number of substantial collective investment and investment management entities and is active in a number of asset classes including global macro, super-senior corporate CDS, long/short equity, fund of funds and EM real estate. He presently acts as Chairman of Yatra Capital Limited. He is personally regulated by the Jersey Financial Services Commission in the conduct of financial services business and is a member of the Alternative Investment Management Association (AIMA), the International Corporate Governance Network and the European Corporate Governance Institute. |
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Directors |
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Mark Richard Tucker, aged 51 (independent). Appointed 20 March 2013. |
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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 |
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GNI Limited in a financial futures business development role, and later to New York where he was responsible for the alternative investment program 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, and he is an Associate of the Chartered Institute of Bankers, a Chartered Fellow of the Chartered Institute for Securities and Investment and a member of the Institute of Directors. Mark currently serves as a non-executive director to several offshore structures and until October 2013 served as a non executive director and chairman of the Audit Committee of Damille Investments Limited. |
David Alan Wood, aged 59. Appointed 20 March 2013. |
David was a founding partner of CVC Cordatus (a predecessor to CVC Credit Partners Group) in 2006, but retired in April 2012, although he remains a member of CVC Credit Partners Advisory Board. 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. |
Attendance at meetings
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investment vehicle manager's report
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Summary |
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The Investment Vehicle Manager is pleased with the performance of the Investment Vehicle for the period ended 31 December 2013. |
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Portfolio As at 31 December 2013, the Investment Vehicle portfolio was invested in line with the Investment Vehicle's investment policy and was diversified with 50 issuers/borrowers across 20 different industries and 12 different countries, with no individual borrower representing an exposure of more than 5.8% of the portfolio.
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Portfolio statistics
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Percentage of Portfolio in Floating Rate Assets |
91.0% |
Percentage of Portfolio in Fixed Rate Assets |
9.0% |
Weighted Average Price |
99.61% |
Yield to Maturity |
5.9% |
Current Yield |
5.6% |
Weighted Average Fixed Rate Coupon |
8.5% |
Weighted Average Floating Rate plus Margin |
5.2% |
[1] Average market price of the portfolio weighted against the size of each position
Note: All metrics exclude cash unless otherwise stated. |
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5 Largest Issuers |
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Issuer |
% of NAV |
Industry |
By country issuer |
OGF |
5.5 |
Ecological |
France |
Boots (AB Acquisitions) |
5.0 |
Retail Stores |
UK |
Materis |
4.5 |
Building |
France |
Gabriel Acquisitions |
3.4 |
Chemical |
Germany |
Domestic & General |
2.8 |
Insurance |
Jersey |
5 Largest Industry Positions |
% |
Broadcasting and Entertainment |
10.5% |
Chemicals, Plastics and Rubber |
10.5% |
Retail Stores |
9.1% |
Telecommunications |
6.9% |
Building & Real Estate |
6.9% |
Geographical Breakdown by country issuer |
% |
United Kingdom |
29.2% |
France |
25.8% |
Germany |
9.5% |
Luxembourg |
8.4% |
Jersey |
6.3% |
Italy |
4.9% |
Other |
15.9% |
Currency Breakdown |
% |
EUR |
67.9% |
GBP |
28.0% |
USD & CHF |
4.1% |
Asset Breakdown |
% |
Loans |
68.9% |
Senior Secured Bonds |
14.5% |
Cash |
5.5% |
Senior Unsecured Bonds |
3.1% |
Other |
7.9% |
Performance By the end of November 2013 the Investment Vehicle was fully invested (c.97%). The Investment Vehicle Manager is pleased with the portfolio composition. Post capital raise, the short term objective was to focus on actively ramping the portfolio in primary new issues in the performing loan and bond markets, as well as through the upsizing of existing positions within the event driven / deep value strategies. Consequently, as at 31 December, the portfolio weighting to core income assets was c.55-60%.
This strategy ensures that the portfolio generates core cash income in performing credit whilst allowing time for the Investment Vehicle Manager to analyse and source higher return opportunities. The pipeline of event driven and deep value situations is growing and expected to grow in line with historical allocations of up to 50% of the portfolio.
Exposure to fixed rate assets through 2013 remained light at c.10% due to concerns over tight spreads and potential widening driven by tapering of monetary easing policy.
Market review and outlook market · The size of the European sub-investment grade market is US$1,018bn (US market is US$2,668bn). · Europe has evolved from a loan dominated market (87% of the market in 2008) to an equal bond/loan split broadly 50/50 in 2013, mirroring the US market over the last decade. · This recent growth in European High Yield Bond issuance is mainly driven by senior secured bond issuance (fixed or floating) vs. the large subordinated high yield issuance in the US. · 2013 saw the highest European leverage loan issuance (€67bn) since 2008, driven by increased investor demand and borrower supply. European high yield issuance was €70.4bn. · For 2014, industry analysts are forecasting up to €100bn of leveraged loan issuance and €80-100bn of high yield bond issuance.
Structural opportunity |
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· Credit Suisse estimates €219bn of leveraged loans and high yield bonds need refinancing between 2014-2017. · Secular changes to bank capacity with the introduction of Basel III and significant reductions in CLO capacity. · Anticipated result: Higher equity contributions, lower leverage levels and wider spreads in primary loans than pre-2008.
Event driven opportunity · The European Central Bank's Asset Quality Review is likely to lead to increases in provisions for "impaired assets" - European banks continue to sell assets presenting event driven opportunities. · Capital structure and country specific factors create periodic market opportunities. · Limited flexibility of existing European CLOs (which will be largely static post reinvestment periods mid July 2014 - please refer to chart 3) and loan only funds/managed accounts to take advantage of relative value situations.
LINK TO: Investment Manager report graphs http://www.rns-pdf.londonstockexchange.com/rns/6947A_1-2014-2-21.pdf |
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1. European Leveraged Loan & High Yield Market2 2. US Leveraged Loan & High Yield Market2 3. European CLOs in Reinvestment Period versus European Loan Maturities (€bn)
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2 Credit Suisse Leveraged Finance Strategy Weekly Report 10 January 2014, loan data as of 30 September 2013. 3 Measured by the proportion of institutional tranche loans as a proportion of the total market. 4 Source: S&P LCD. 5 Source: Credit Suisse2014 Leveraged Finance Outlook and 2013 Annual Review, 04 Feb 2014 6 Source: S&P LCD , European LBO Quarterly review, Q4 2013. 7 Source: INTEX, S&P LCD, Goldman Sachs. As of 31 December 2013. ELLI refers to the S&P European Leveraged Loan Index. ELLI maturity data as of Q4 2013.
The Investment Vehicle Manager report was approved by the Investment Vehicle Manager on 21 February 2014 and signed on its behalf by:
CVC Credit Partners Investment Management Limited Investment Vehicle Manager |
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DIRECTORS' and corporate goverNance REPORT
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The Directors present the Annual Report for CVC Credit Partners European Opportunities Limited for the period ended 31 December 2013. The results for the period are set out in these accounts. |
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Administrator and Custodian |
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The administration, company secretarial and custody and settlement function of the Company has been contracted to BNP Paribas Securities Services S.C.A., Jersey Branch. |
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Statement as to disclosure of information to auditors |
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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. |
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Director interests |
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No Director has any other material interest in any contract to which the Company is a party and / or held or hold any management or ordinary shares in the Company in the period. |
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Financial risk management objectives and policies
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The Board is responsible for the Company's system of risk management and internal control and meets regularly in the form of Board meetings to assess the effectiveness of such controls in managing and mitigating risk.
The key financial risks that the Directors believe the Company is exposed to include credit risk, liquidity risk, market risk, interest rate risk, foreign currency risk and valuation risk. Please refer to note 8 for reference to financial risk management disclosure, which explains in further detail the above risk exposures and policies and procedures in place to monitor and mitigate these risks. |
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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 is assessed by the Administrator's compliance and risk departments on an on-going basis and by periodic review by external parties.
The Board has reviewed the effectiveness of the Company's system of risk management and internal control for the period ended 31 December 2013 and to the date of approval of this annual financial report. |
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Fair, balanced and understandable |
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In assessing the overall fairness, balance and understandability of the Annual Report and Accounts the Board has performed a comprehensive review to ensure consistency and overall balance. |
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Borrowing limits
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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. |
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Greenhouse gas emissions |
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Please refer to the Strategic Report - "Environmental and social issues" for disclosure regarding greenhouse gas emissions. |
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Shareholders' Interests |
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As at 6 February 2014 the following Shareholders have notified an interest of greater than 10% in the Company's issued share capital.
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Auditor |
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Ernst & Young LLP, have indicated their willingness to continue in office as auditor and a resolution proposing their re-appointment and to authorise the Directors to determine their remuneration will be proposed at the forthcoming Annual General Meeting. |
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Events after the Reporting Date |
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The Directors are not aware of any developments that might have a significant effect on the operations of the Company in subsequent financial periods not already disclosed in this report or the attached financial statements.
Going Concern
After reviewing the Company's budget and cash flow forecast for the next financial year, the directors are satisfied that, at the time of approving the financial statements, it is appropriate to adopt the going concern basis in preparing the financial statements. |
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Corporate Governance Statement
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a) Corporate Governance Codes |
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b) Statement of Compliance |
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The AIC Code comprises 21 principles and the Directors believe that during the period under review they have complied with the provisions of the AIC Code insofar as they apply to the Company's business except as set out below : The UK Corporate Governance Code includes provisions relating to:
- The role of the Chief Executive; - The appointment of a Senior Independent Director; - Executive directors' remuneration; - The need for an internal audit function; and - The board should agree policies with the manager covering key operational issues. |
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For the reasons set out in the AIC Guide, the Board considers these provisions are not relevant to the position of the Company, being a self-managed investment company. In particular, all of the Company's day-to-day administrative functions are outsourced to third parties. As a result, the Company has not reported further in respect of these provisions. The Directors have reviewed the AIC Codes and have assessed that they are compliant with all the AIC Codes throughout the period to 31 December 2013, except as detailed above. As a self-managed investment company the Company does not have a manager and for this reason the Board considers that the AIC code 16 is not relevant to the Company. |
c) The Board |
The Board |
The Board, appointed on 10 March 2013, consists of three Directors, two of whom are independent of the Investment Vehicle Manager. Richard Boléat and Mark Tucker are resident in Jersey, David Wood is resident in the UK. CVC Credit Partners Investment Services Management Limited ("the Corporate Services Manager") was involved in recruitment and appointment of the Chairman and Directors of the Company. No external search consultancy or open advertisement was used as it was believed that the Corporate Service Manager had sufficient expertise, knowledge and contacts to fulfil the role. The Board have been involved at the earliest practical point in the process of incorporation of the Company, have assumed their director responsibilities and been involved in the set up process and operations of the Company since appointment. Please refer to the Board Members section for biographies of each director which demonstrates their professional knowledge and experience. The Chairman, Richard Boléat, is independent of the Investment Vehicle Manager at the time of his appointment and remains so. The Chairman is responsible for the leadership of the Board and ensuring its effectiveness in all aspects of its role. David Wood was a founding partner of CVC Cordatus (a predecessor to CVC Credit Partners Group) but retired in April 2012. He remains a member of CVC Credit Partners Advisory Board, which is an advisory body established to comment on strategic plans, budgets and markets. The Board has appointed an Audit Committee, which operates within clearly defined terms of reference and duties, the terms of reference of which are available on the Company's website. The Audit Committee membership comprises all of the Directors. The Chairman is a member of this Committee but he does not chair it. His membership of the Audit Committee 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. Mark Tucker is the Chairman of the Audit Committee. The Board considers that it is not necessary to establish a separate Remuneration Committee. |
Directors retirement and rotation The AIC guide states that Directors should be submitted for re-election at regular intervals. Nomination for re-election should not be assumed but be based on disclosed procedures and continued satisfactory performance. The articles of association state that at each annual general meeting (AGM) of the Company, any Director: (i) Who has been appointed by the Board since the last AGM; (ii) Who held office at the time of the two preceding AGMs and who did not retire at either of them; or (iii) Who has been a Director for a continuous period of 9 years or more at the date of the AGM; shall retire from office and may offer himself for election or re-election by the members. |
In accordance with best practice under the UK Corporate Governance Code, all Directors will stand for reappointment at the forthcoming Annual General Meeting to be held on 20 March 2014. However, in forthcoming annual general meetings is will be the intention of the Board to phase changes to ensure an orderly transition of skills and balance of experience. The Board considers that there is a balance of skills and experience within the Board and each of the directors contributes effectively. |
Board independence, composition and tenure |
The Board does not have a formal policy requiring that Directors should stand down after a fixed period. The Board considers that boards of investment companies are more likely to benefit from a long association with a company in that they will experience a number of investment cycles. The Board does not consider that length of service necessarily compromises the independence or effectiveness of each individual Director. The Company is committed to ensuring that any vacancies arising are filled by the most qualified candidates who have complementary skills or who possess the skills and experience which fill any gaps in the Board's knowledge or experience. The Board considers that, due to its size, it would be unnecessarily burdensome to establish a separate Nomination Committee. The Board as a whole nominates candidates for the Board and, subject to there being no conflicts of interest, all Directors are entitled to vote on candidates for the appointment of new Directors. |
Directors professional development |
The Board believes that keeping up-to-date with key investment industry developments is essential for the directors to maintain and enhance their effectiveness.
Current directors and newly appointed directors, if applicable, are given the opportunity to discuss training and development needs and are expected to take responsibility for identifying their training needs and to take steps to ensure that they are adequately informed about the Company and their responsibilities as a director. The Chairman of the Board is responsible for agreeing and reviewing with each director their training and development needs.
The Board is confident that all its members have the knowledge, ability and experience to perform the functions required of a director of the Company. |
d) Board meetings and relations with the Investment Vehicle Manager |
Director's remuneration and annual evaluation of the Board and that of its Audit Committee and individual directors |
The Board periodically reviews the fees paid to the Directors and compares these with the fees paid by listed companies generally. The Board shall, at least once every three years, engage a third-party to perform an external review of the Board's performance, constitution and terms of reference to ensure that it is operating effectively and to recommend any changes it considers necessary. The evaluation of the Board, Audit Committee and Directors considers the balance of skills, experience, independence and knowledge, its diversity, including gender, how the Board works together as a unit, and other factors relevant to its effectiveness. Details of the remuneration arrangements for the Board and Audit Committee can be found in the Directors Remuneration Report and in note 5 of the financial statements. |
Primary focus |
The Board meets regularly throughout the year and a representative of the Investment Vehicle Manager is in attendance at all times when the Board meets to review the performance of the Company's investments. As the company is self-managed, the Chairman assumes the responsibility of ensuring that relevant financial information, including Investment Vehicle investment portfolio analysis and financial plans, including budgets and forecasts, are available to the Board and discussed at Board meetings. The Chairman encourages open debate to foster a supportive and co-operative approach for all participants.
The Board applies its primary focus on the following: - investment performance, ensuring that investment objectives and strategy of the Company are met; - ensuring investment holdings are in line with the Company's prospectus; - review and monitoring financial risk management and operating cash flows, including cash flow forecasts and budgets of the Company; and - review 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 net asset value performance, marketing and Shareholder communication strategies, peer group information and industry issues. |
Overall strategy |
The Board meets regularly to discuss the investment objective, policy and approach of the company to ensure sufficient attention is given to overall strategy of the Company. The Board considers original prospectus objectives, their continuing relevance and whether the investment policy and style continue to meet the Company's objectives. The Board believes that the overall strategy of the Company remains appropriate. |
Review of net asset value and share price of each share class |
The Directors review the trading price of the Company's shares and compare them against the net asset value of the Company's shares to assess volatility in the discount or premium to the share prices during the period. |
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 Bribery Act 2010 and the Corruption (Jersey) Law 2006 and ensure their continued competitiveness and effectiveness. The Directors have adopted a procedure whereby they are required to report any potential acts of bribery and corruption in respect of the Company to the duly appointed Compliance Officer in Jersey. |
e) Shareholder communications |
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Shareholder profile and communication |
An analysis of the substantial Shareholders of the Company's shares is provided to the Directors at each Board meeting. The Board views Shareholder relations and communications with high priority which ensures that the members of the Board have an understanding of the views of Shareholders about the Company. The main method of communication with Shareholders is through the half year and annual financial report which aims to give Shareholders a clear and transparent understanding of the Company's objectives, strategy and results. This information is supplemented by the publication of the weekly estimated and monthly actual net asset values of the Company's ordinary shares on the London Stock Exchange Regulatory Information Service. The Company's web site www.ccpeol.com is regularly updated with monthly factsheets and provides further information about the Company, including the Company's Financial Reports and Announcements. It is the intention of the Board that the Notice of the Annual General Meeting and related papers will be sent to Shareholders at least 20 workings days before that meeting. Shareholders wishing to communicate with the Chairman, or any Director, may do so by writing to the Company, for the attention of the Company Secretary, at the Registered Office. The Directors welcome the views of all Shareholders and place considerable importance upon them. |
Other communications |
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All substantive communications regarding any major corporate issues are discussed by the Board taking into account representations from the Investment Vehicle Manager, the Auditor, legal advisers, corporate brokers and the Company Secretary. |
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Report of the Audit Committee The Board has appointed an Audit Committee which operates within clearly defined Terms of Reference. The Audit Committee comprises the entire Board, the majority of whom are independent. Mark Tucker is the Chairman of the Audit Committee and he is independent. 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. Biographical information pertaining to the members of the Audit Committee can be found in the section of this Annual Financial Report entitled, "Board Members". Role of the Audit Committee The main role and responsibilities of the Audit Committee are 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. The Audit Committee's main functions are: - to consider and make recommendations to the Board in relation to the appointment, re-appointment and removal of the external Auditors and to negotiate their remuneration and terms of engagement on 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 audit and non-audit work; - to annually assess the external Auditor's independence, objectivity, effectiveness, resources and expertise; - to review and monitor the fairness and balance of the financial statements of the Company including its half-year financial statements and annual accounts, interim management statement and reports to Shareholders; - advising the Board on whether the Committee believes 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, business model and strategy; and The Audit Committee's Terms of Reference are available on the Company's website at www.ccpeol.com Internal Controls The Board is responsible for ensuring that a 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 (on the description of controls placed in operation, their design and operating effectiveness for the period from 1 October 2012 to 30 September 2013) on Fund Administration and Middle Office Outsourcing, and are pleased to note that no significant issues were identified. In accordance with the Financial Reporting Council'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 main administrative functions to third-party providers who report on their policies and procedures to the Board. The Board believes that as the Company delegates its day-to-day administrative operations to third-parties (which are monitored by the Board), it does not require an internal audit function. Since the listing of the Company's shares on the London Stock Exchange on 25 June 2013, the Audit Committee met on two occasions in 2013. Significant Issues The Committee deem the valuation and existence of the Company investments as a significant issue. The Directors analyse the Investment Vehicle portfolio in terms of both investment mix and fair value hierarchy and consider the impact on the valuation at both the PECs and Investment Vehicle portfolio of general credit conditions and more specifically credit events in the European corporate environment. |
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The Committee have considered the auditors' approach to the valuation and existence of the Company's investments. The Audit Committee has held detailed meetings with the Investment Vehicle Manager. The Audit Committee discussed in depth with the Auditor, the Auditor's approach to testing the appropriateness and robustness of the valuation methodology applied by the Investment Vehicle to its underlying portfolio assets and hence in aggregate to the Company investments in the Investment Vehicle. The Audit Committee and the Auditor agreed the approach the Auditor would take in testing the net asset value calculation methodology to the satisfaction of the Audit Committee. Part of this process included a member of the Audit Committee and representatives of the Auditor being granted "observer status" at a meeting between the Investment Vehicle Manager and its auditor. Further, during the audit planning stage, the Audit Committee negotiated with the directors of the Investment Vehicle to secure the provision of a level of look-through information deemed sufficient by the Audit Committee for the Auditor to test the valuations of the investments held by the Investment Vehicle on a sample basis, including its ten largest positions. During the meeting at which the Auditors reported their findings to the Audit Committee, the Auditors did not report any differences between the valuations used by the directors of the Investment Vehicle in their calculation of the year-end net asset value of the Company's investment in the Investment Vehicle and those valuations obtained independently for those investments by the Auditor during its testing process. During the audit process, in addition to the attendance by a representative of the Audit Committee at the meeting described above between representatives of the Investment Vehicle Manager and its auditor, the Audit Committee interviewed senior staff of the Investment Vehicle Manager to obtain assurance of adherence to their stated polices and procedures. External Audit Process The Company's external Auditor is Ernst & Young LLP which were appointed on the 19 August 2013. The Audit Committee agreed an audit plan with the Auditors in advance of the audit to ensure that a robust and effective process was undertaken. An open dialogue with the Auditors resulted in a bespoke audit plan designed to minimise the potential for misstatement generally and, more specifically, in the area of investment valuation. In reviewing the audit plan of the Auditor, the Audit Committee took account of the most significant issues and risks (both operational and financial), likely to impact on the Company's financial statements. At the audit planning stage the Audit Committee considered the risk of misstatement due to errors in the valuation of its investments to be a significant risk. Consequently, a considerable element of the audit plan focused on gaining comfort over the procedures put in place by the Investment Vehicle to correctly value its underlying investments. Upon completion of the audit, the Audit Committee met with the Auditors to discuss the effectiveness of the audit and to ensure that continued independence had been achieved since inception and throughout the audit process. The Audit Committee concluded that the audit was effective on the grounds that it documented a robust procedure that tested the valuations used by the Investment Vehicle at the year-end. Prior to the Company's shares being listed on the London Stock Exchange on 25 June 2013, the Auditor provided significant non-audit support services to the Investment Vehicle Manager and the Company. Since that time, the only services provided by the Auditor to the Company were in respect of the review of the Company's Half Yearly Report and Financial Statements and the audit of the Company for the period 20 March 2013 (inception) to 31 December 2013. The Audit Committee has discussed the report provided by the Auditors and the Audit Committee is satisfied as to the independence of the Auditors. The Committee has reviewed Ernst & Young's independence policies and procedures and considers that they are fit for purpose. The fees for the audit services were: €65,000 (period end audit) and €10,000 (interim audit). Appointment
The Committee considers the reappointment of the external auditor, including the rotation of the audit partner, each year. The external auditor is required to rotate the audit partner responsible for the Company audit every five years. The current lead audit partner has been in place for one year.
The Committee reviews the objectivity and effectiveness of the audit process on an annual basis and considers whether the Company should put the audit engagement out to tender. Having considered the need to tender the position for the current year, the Committee has 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 2014.
Accordingly, a resolution proposing the reappointment of Ernst & Young LLP as our auditor will be put to the Shareholders at the Annual General Meeting. There are no contractual obligations restricting the Committee's choice of external auditor and we do not indemnify our external auditor.
The Committee continues to consider the audit tendering provisions outlined in the revised UK Corporate Governance Code.
This Directors' and Corporate Governance Report was approved by the Board of Directors on 21 February 2014 and signed on its behalf by:
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Richard Michael Boléat |
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Audit Committee Chairman |
Chairman |
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Directors' Statement of Responsibilities |
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The Directors are responsible for preparing the Annual Report and financial statements in accordance with applicable Jersey law and International Financial Reporting Standards as adopted by the European Union (IFRSs).
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 and of the profit or loss of the Company for that year.
In preparing these financial statements, the Directors are required to:
· select suitable accounting policies and apply them consistently; · make judgments and estimates that are reasonable and prudent; · state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and · prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors 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.
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The Directors confirm to the best of their knowledge that:
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· 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;
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· the Chairman's Statement includes a fair review of the information required by DTR 4.1.8 (indication of important events up to 31 December 2013 and a description of principal risks and uncertainties); |
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· the Chairman's Statement includes a fair review of the information required by DTR 4.1.9 and 4.1.10 (analysis of the development and performance of the Company and position at year end aided by the use of key performance indicators; and where appropriate information relating to environmental factors);
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· the Chairman's Statement includes a fair review of the information required by DTR 4.1.11 (disclosure of important events that have occurred post year end; future developments; financial risk management objectives and policies and Company exposure to price, credit, liquidly and cash flow risk); and
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· 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, business model and strategy. |
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Richard Michael Boléat |
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Mark Richard Tucker |
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Chairman |
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21 February 2014 |
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directors' Remuneration report
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ANNUAL REMUNERATION STATEMENT
Dear Shareholder
This report meets the relevant rules of the Listing Rules of the Financial Conduct Authority and the AIC Code of Corporate Governance and describes how the Board has applied the principles relating to Directors' remuneration. The Board has not established a separate Remuneration Committee.
An ordinary resolution to ratify this report will be proposed at the Annual General meeting on 20 March 2014.
The rest of this report is split into two parts:
· The "directors' remuneration policy" sets out the company's proposed policy on directors remuneration for the period. The directors' remuneration policy is subject to annual review. · The "annual report on remuneration" sets out payments made to the directors. The annual report on remuneration together with this letter is subject to a Shareholder vote at the Annual General Meeting on the 20 March 2014.
Changes to the Board There were no changes to the Board during the period. In accordance with best practice under the UK Corporate Governance Code, all Directors will stand for reappointment at the forthcoming Annual General Meeting to be held on the 20 March 2014. In Conclusion Please refer below for a summary of 2013 Directors' remuneration. |
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Table of Directors Remuneration
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.
The Board has not sought the advice or services of any outside person in respect of its consideration of the Directors' remuneration.
No Director is entitled to receive any remuneration which is performance-related. As a result there are no performance conditions in relation to any elements of the Directors' remuneration.
Remuneration policy
The determination of the Directors' fees is a matter dealt with by the Board. The Board considers the remuneration policy annually to ensure that it remains appropriately positioned. Directors will review the fees paid to the boards of directors of similar companies. No Director is to be involved in decisions relating to his own remuneration.
The Company's policy is for the Directors to be 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 long-term 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 Chairman of the Audit Committee 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 Board of Directors to a total of €500,000 per annum. For the period under review there were no changes to the Directors' fees since incorporation.
Service contracts and policy on payment of loss of office Directors have agreed letters of appointment with the Company. No Director has a service contract with the Company and Director's 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.
In accordance with best practice and the UK Corporate Governance Code, all Directors will stand for reappointment at the at the forthcoming Annual General Meeting to be held on 20 March 2014. The names and biographies of the Directors holding office at the date of this report are listed in the Annual Report and Accounts on 12 and 13
Copies of the Directors' letters of appointment are available for inspection by Shareholders at the company's Registered Office, and will be available at the Annual General Meeting. The dates of their letters of appointments are shown below. |
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Dates of letters of appointment
Standard provision |
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Richard Michael Boléat |
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10 March 2013 |
Mark Richard Tucker |
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10 March 2013 |
David Alan Wood |
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10 March 2013 |
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Director interests
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No Director has any other material interest in any contract to which the Company is a party and / or held or hold any management or ordinary shares in the Company in the period. |
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Statement of consideration of Shareholder views
An ordinary resolution to ratify the Directors' remuneration report will be proposed at the Annual General Meeting on 20 March 2014. |
Richard Boléat
Chairman
21 February 2014
independent auditor's report to the members of cvc credit partners european opportunities limited |
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We have audited the financial statements of CVC Credit Partners European Opportunities Limited (the "Company") for the period ended 31 December 2013 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 16. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.
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.
Respective responsibilities of Directors and auditors As explained more fully in the Directors' Statement of Responsibilities, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.
Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the annual report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.
Opinion on financial statements In our opinion the financial statements: · give a true and fair view of the state of the Company's affairs as at 31 December 2013 and of its profit for the period then ended; · have been properly prepared in accordance with IFRSs as adopted by the European Union; and · have been prepared in accordance with the requirements of the Companies (Jersey) Law 1991.
Our assessment of risks of material misstatement We identified the following risks that we believed would have the greatest impact on our overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team: · valuation of the instruments held in the Investment Vehicle; · existence and ownership of the Company's investments;
|
|
||||||||||||||
|
|||||||||||||||
|
|||||||||||||||
|
|||||||||||||||
|
|||||||||||||||
Our application of materiality We apply the concept of materiality to the individual account or balance level through our determination of performance materiality, which is set to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality.
We determined materiality for the Company to be €3.66 million which is approximately 1% of total equity. This provided a basis for determining the nature, timing and extent of risk assessment procedures, identifying and assessing the risk of material misstatement and determining the nature, timing and extent of further audit procedures.
On the basis of our risk assessments, together with our assessment of the overall control environment our judgement is that performance materiality was 50% of our materiality, namely €1.83 million. Our objective in adopting this approach was to ensure that detected and undetected audit differences in all accounts did not exceed our materiality level.
We agreed that all audit differences in excess of €0.18 million would be reported to the Audit Committee as well as differences below that threshold that in our view warranted reporting on qualitative grounds.
An overview of the scope of our audit Our response to the risks identified above was as follows:
Valuation of investments We ensured that the fair value of the PECs issued by the Investment Vehicle, and held by the Company, were valued at the Investment vehicle's NAV per share as at 31 December 2013. We considered the appropriateness of the Investment Vehicle's NAV, as a measure, to calculate the fair value of the instruments held by the Company.
Existence and ownership of investments We obtained independent confirmation of the Company's investment in the underlying investment vehicle and agreed this to the books and records of the company.
Matters on which we are required to report by exception We have nothing to report in respect of the following:
Under the ISAs (UK and Ireland), we are required to report to you if, in our opinion, information in the annual report is:
· materially inconsistent with the information in the audited financial statements; or · apparently materially incorrect based on, or materially inconsistent with, our knowledge of the Company acquired in the course of performing our audit; or · is otherwise misleading.
In particular, we are required to consider whether we have identified any inconsistencies between our knowledge acquired during the audit and the Directors' statement that they consider the annual report is fair, balanced and understandable and whether the annual report appropriately discloses those matters that we communicated to the Audit Committee which we consider should have been disclosed. |
|
||||||||||||||
|
|
||||||||||||||
Under the Companies (Jersey) Law 1991 we are required to report to you if, in our opinion:
· proper accounting records have not been kept, 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 accounting records and returns; or · we have not received all the information and explanations we require for our audit.
Under the Listing Rules we are required to review: · the part of the corporate governance statement relating to the Company's compliance with the nine provisions of the UK corporate governance code specified for our review.
Ashley Coups for and on behalf of Ernst & Young LLP London, UK 21 February 2014
|
|
||||||||||||||
Statement of comprehensive income |
|
|
|
|
|
||||||||||
For the period from 20 March 2013 (Inception) to 31 December 2013 |
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
2013 |
||||||
|
|
|
|
|
|
|
|
|
Total |
||||||
|
|
|
|
|
Notes |
|
€ |
||||||||
Income |
|
|
|
|
|
|
|
||||||||
Investment income |
|
|
|
|
3 |
|
5,819 |
||||||||
Net gains on investments held at fair value |
|
|
|
7 |
|
11,794,198 |
|||||||||
Net exchange gains through profit or loss |
|
|
|
2 |
|
5,541 |
|||||||||
|
|
|
|
|
|
|
11,805,558 |
||||||||
Expenses |
|
|
|
|
|
|
|
||||||||
Set-up costs |
|
|
|
|
4 |
|
(881,860) |
||||||||
Operating expenses |
|
|
|
|
4 |
|
(266,708) |
||||||||
|
|
|
|
|
|
|
(1,148,568) |
||||||||
Profit before finance costs and taxation |
|
|
|
|
|
10,656,990 |
|||||||||
Finance costs |
|
|
|
|
|
|
(565) |
||||||||
|
|
|
|
|
|
|
|
||||||||
Profit before taxation |
|
|
|
|
|
|
10,656,425 |
||||||||
Taxation |
|
|
|
|
2 |
|
- |
||||||||
|
|
|
|
|
|
|
|
||||||||
Increase in net assets attributable to ordinary shareholders from operations |
|
10,656,425 |
|||||||||||||
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Earnings per ordinary share |
|
|
|
|
13 |
|
€0.032859 |
||||||||
|
|
|
|
|
|
|
|
||||||||
Earnings per ordinary share (Sterling equivalent) |
13 |
|
£0.027339 |
||||||||||||
|
All items in the above statement are derived from continuing operations. |
|
|||||||||||||
|
|
|||||||||||||
The Company has no items of other comprehensive income, and therefore the profit for the period is also the total comprehensive income. |
|
|||||||||||||
|
|
|
|
|
|
|
|
|||||||
|
|
|||||||||||||
|
|
|||||||||||||
statement of financial position |
||||||||||||||
As at 31 December 2013 |
|
|
|
|
|
|
||||||||
|
|
|
|
|
||||||||||
|
|
|
|
|
2013 |
|
||||||||
|
|
Notes |
|
|
€ |
|
||||||||
Assets |
|
|
|
|
|
|
||||||||
Cash and cash equivalents |
|
9 |
|
|
595,498 |
|
||||||||
Other receivables |
|
6 |
|
|
355,886 |
|
||||||||
Prepayments |
|
|
|
|
19,185 |
|
||||||||
Financial investments held at fair value through profit or loss |
7 |
|
|
365,938,563 |
|
|||||||||
Total assets |
|
|
|
|
366,909,132 |
|
||||||||
|
|
|
|
|
|
|
||||||||
Liabilities |
|
|
|
|
|
|
||||||||
Payables |
|
10 |
|
|
(99,858) |
|
||||||||
Total liabilities |
|
|
|
|
(99,858) |
|
||||||||
|
|
|
|
|
|
|
||||||||
Net assets attributable to Ordinary Shareholders |
|
|
|
|
366,809,274 |
|
||||||||
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
2013 |
|
||||||||
|
|
|
|
|
€ |
|
||||||||
Euro ordinary shares |
|
|
|
|
|
|
||||||||
Net asset value |
|
|
|
|
171,500,155 |
|
||||||||
Net asset value per share |
|
|
|
|
1.0293 |
|
||||||||
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
||||||||
|
|
2013 |
|
|
2013 |
|
||||||||
|
|
£ |
|
|
€ equivalent |
|
||||||||
Sterling ordinary shares |
|
|
|
|
|
|
||||||||
Net asset value |
|
162,497,187 |
|
|
195,309,119 |
|
||||||||
Net asset value per share |
|
1.0305 |
|
|
1.2386 |
|
||||||||
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
||||||||
The financial statements were approved by the Board of Directors on 21 February 2014 and signed on its behalf by: |
|
|||||||||||||
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
||||||||
Richard Michael Boléat |
Mark Richard Tucker |
|
|
|
||||||||||
Chairman |
Director |
|
|
|
||||||||||
|
|
|
|
|
|
|
||||||||
|
|
|||||||||||||
statement of changes in net assets |
|
|||||||||||||
For the period from 20 March 2013 (Inception) to 31 December 2013 |
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
Net Assets Attributable to Shareholders |
|
|||||||
|
|
|
|
|
|
2013 |
|
|||||||
|
Notes |
|
|
|
|
€ |
|
|||||||
As at 20 March 2013 |
|
|
|
|
|
- |
|
|||||||
Issuance of ordinary shares |
13 |
|
|
|
|
356,152,849 |
|
|||||||
Increase in net assets attributable to ordinary shareholders from operations |
|
|
|
|
|
10,656,425 |
|
|||||||
As at 31 December 2013 |
|
|
|
|
|
366,809,274 |
|
|||||||
|
statement of cash flows |
|
|
|
|
|
||||||||||||||||||||||||||
|
For the period from 20 March 2013 (Inception) to 31 December 2013 |
|
|
|
|
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
2013 |
|||||||||||||||||||||||||
|
|
|
|
|
|
|
€ |
|||||||||||||||||||||||||
|
Cash inflow from operating activities |
|
|
|
|
|
|
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
|
Profit from ordinary activities after taxation |
|
|
|
|
|
10,656,425 |
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
|
Adjustments to reconcile profit before tax to net cash flows: |
|
|
|
|
|
||||||||||||||||||||||||||
|
Net unrealised gain on investments |
|
|
|
|
|
(11,624,477) |
|||||||||||||||||||||||||
|
Realised gain on investments |
|
|
|
|
|
(169,721) |
|||||||||||||||||||||||||
|
Realised exchange loss |
|
|
|
|
|
(5,539) |
|||||||||||||||||||||||||
|
Bank interest received |
|
|
|
|
|
(5,819) |
|||||||||||||||||||||||||
|
Interest expense |
|
|
|
|
|
565 |
|||||||||||||||||||||||||
|
Taxation |
|
|
|
|
|
- |
|||||||||||||||||||||||||
|
|
|
|
|
|
|
(1,148,566) |
|||||||||||||||||||||||||
|
Changes in working capital |
|
|
|
|
|
|
|||||||||||||||||||||||||
|
Increase in receivables |
|
|
|
|
|
(375,071) |
|||||||||||||||||||||||||
|
Increase in payables |
|
|
|
|
|
99,858 |
|||||||||||||||||||||||||
|
Cash used in operations |
|
|
|
|
|
(1,423,779) |
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
|
Purchase of investments (PECs) |
|
|
|
|
|
(362,382,666) |
|||||||||||||||||||||||||
|
Redemption proceeds arising from conversion of investments (PECs) |
|
|
8,238,301 |
||||||||||||||||||||||||||||
|
Interest received |
|
|
|
|
|
5,819 |
|||||||||||||||||||||||||
|
Net cash used in operating activities |
|
|
|
|
|
(355,562,325) |
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
|
Financing activities |
|
|
|
|
|
|
|||||||||||||||||||||||||
|
Proceeds from Issuance of ordinary shares |
|
|
|
|
|
356,152,849 |
|||||||||||||||||||||||||
|
Interest paid |
|
|
|
|
|
(565) |
|||||||||||||||||||||||||
|
Net cash used in financing activities |
|
|
|
|
|
356,152,284 |
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
|
Net increase in cash and cash equivalents in the period |
|
|
|
|
|
585,959 |
|||||||||||||||||||||||||
|
Exchange loss |
|
|
|
|
|
5,539 |
|||||||||||||||||||||||||
|
Cash and cash equivalents at beginning of the period |
|
|
|
|
|
- |
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
|
Cash and cash equivalents at the end of the period |
|
|
|
|
|
595,498 |
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
|
|
|
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. It listed its Euro and Sterling ordinary shares on the London Stock Exchange on 25 June 2013. |
|
||||||||||||||||||||||||||||
|
|
|
|
|
||||||||||||||||||||||||||||
|
|
|
The Company's registered address is Liberté House, 19-23 La Motte Street, St Helier, Jersey, JE2 4SY. |
|
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
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 period 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. |
|
||||||||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
|
(b) |
Basis of measurement |
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
|
|
These financial statements have been prepared on the historical cost basis except for the revaluation of financial assets designated 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. |
|
||||||||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
|
(d) |
Critical accounting estimates and judgments |
|
|
|
|
|
|
|||||||||||||||||||||||
|
|
|
The preparation of financial statements in conformity with IFRS, requires the Company to make estimates and assumptions that affect items reported in the Statement of Financial Position and Statement of Comprehensive Income and the disclosure of contingent assets and 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 estimates 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. Further detail is presented in Note 2.3c. |
|
||||||||||||||||||||||||||||
|
|
|
|
|
||||||||||||||||||||||||||||
|
|
(e) |
New standards, amendments and interpretations |
|
|
|
|
|
||||||||||||||||||||||||
|
|
|
Standards, amendments and interpretations to existing 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 9 - Financial Instruments: Classification and Measurement (not yet endorsed/adopted by the EU) |
Not before 1 January 2017 |
|
|||||||||||||||||||||||||||
|
|
|
· Amendment to IAS 32 Offsetting Financial Assets and Financial Liabilities |
1 January 2014 |
|
|||||||||||||||||||||||||||
|
|
|
· Amendments to IFRS 10, IFRS 12 and IAS 27 Investment Entities |
1 January 2014 |
|
|||||||||||||||||||||||||||
|
|
|
· Amendments to IFRS 7 and IFRS 9 Mandatory Effective Date and Transition Disclosures |
Not before 1 January 2017 |
|
|||||||||||||||||||||||||||
|
|
|
|
|
||||||||||||||||||||||||||||
|
|
|
The Directors do not anticipate that the adoption of these standards and interpretations in future periods will have a significant impact on the financial statements. |
|
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
|
2.2 |
Foreign currency translations |
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
|
|
Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet 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.
Foreign currency transaction gains and losses on financial instruments classified as at fair value through profit or loss are included in profit and loss on the statement of comprehensive income as part of the 'net unrealised gain on investments'. |
|
|||||||||||||||||||||||||||
|
|
|
|
|
||||||||||||||||||||||||||||
|
|
|
|
|
||||||||||||||||||||||||||||
|
|
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2.3 |
Financial instruments |
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Financial assets |
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(a) |
Classification |
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The Company classifies its investments as financial assets at fair value through profit or loss. These are financial instruments held for investment purposes. Financial assets also include cash and cash receivables as well as other receivables. |
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Financial assets designated at fair value through profit or loss at inception |
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Financial assets designated at fair value through profit or loss at inception are financial instruments that are not classified as held for trading but are managed, and their performance is evaluated on a fair value basis in accordance with the Company's documented investment strategy. |
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The Company's policy requires the Investment Vehicle Manager and the Board of Directors to evaluate the information about these financial assets on a fair value basis together with other related financial information. |
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(b) |
Recognition, measurement and derecognition |
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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 initially recognised at fair value. Transaction costs are expensed as incurred and movements in fair value are recorded in the statement of comprehensive income. |
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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. |
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(c) |
Fair value estimation |
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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. |
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The Company holds PECs issued by the Investment Vehicle. This investment is not listed or quoted on any securities exchange and is not traded regularly and on this basis no active market exists.
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 2013, these fair value estimates were subject to scrutiny by their independent auditor. The Directors then incorporated those fair value estimates into the Company's balance sheet.
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(d) |
Valuation process |
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The Directors have interviewed representatives of the Investment Vehicle Manager in order to verify for themselves the composition of the net asset value of the PECs as of the balance sheet date.
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The Directors are in ongoing communications with the Investment Manager and hold meetings on a timely basis to discuss performance of the Investment Vehicle and its underlying portfolio and in addition review monthly investment performance reports. The Directors analyse the Investment Vehicle portfolio in terms of both investment mix and fair value hierarchy and consider the impact on the valuation at both the PECs and Investment Vehicle portfolio of general credit conditions and more specifically credit events in the European corporate environment. PECs The PECs are valued by the Directors, taking into consideration a range of factors including the audited net asset value of the Investment Vehicle and other relevant available information, including the review of available financial and trading information of the Investment Vehicle and of its underlying portfolio, price of recent transactions of PECs redeemed, (if any) 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.
The estimated fair values may differ from the values that would have been realised had a ready market existed and the difference could be material.
The fair value of the investment is reassessed on an ongoing basis by the Board.
Investment Vehicle Portfolio
The Directors also discuss the Investment Vehicle Manager's monthly valuation process, specifically in respect to understand the methodology regarding valuation of level 3 credit facilities and collateralised loan obligations (CLOs) held at the Investment Vehicle portfolio, which includes discussion on the assumptions used and significant fair value changes during the period.
Investments in these CLOs are valued based on the Net Asset Value (NAV) published by the administrator of the CLOs. Such a NAV 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 CLO's assets and liabilities and on the adjustments needed to the NAV published by that CLO, the Compartment classifies the fair value of these investments as Level 3.
Investments in debt securities for which limited broker quotes and for which no other evidence of liquidity exists are classified as Level 3, 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.
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. No such discussions were held in 2013. |
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Financial liabilities |
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(e) |
Classification |
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The Company classifies its ordinary shares as financial liabilities held at amortised cost. Financial liabilities also include payables which are also held at amortised cost.
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(f) |
Recognition, measurement and derecognition |
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Financial liabilities are measured initially at their fair value plus any directly attributable incremental costs of acquisition or issue.
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.
Gains and losses are recognised in profit or loss when the liabilities are derecognised. |
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2.4 |
Operating expenses |
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Operating expenses are recognised on an accruals basis. The set-up costs have been written off in the Statement of Comprehensive Income in accordance with IFRS. |
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2.5 |
Dividends payable |
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Dividends are recognised as finance costs and are accrued when there is an obligation. |
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2.6 |
Ordinary shares |
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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 and subordinated position of the ordinary shares, in addition to there being two share classes which have different characteristics. Please refer to note 13 for further details. |
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2.7 |
Management shares |
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The management shares are the most subordinate share class and therefore these are classified as equity. |
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2.8 |
Interest income and expenses |
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Interest income and expenses (if any) are recognised in the statement of comprehensive income on an accruals basis at the effective interest rate. |
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2.9 |
Cash and cash equivalents |
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Cash and cash equivalents include cash in hand and deposits held at call with banks. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value. |
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2.10 |
Segmental reporting |
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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.
Major customers
The Company regards the Investment Vehicle as a major customer as revenue received from the PECs held is greater than 10% of total revenue. Please refer to Note 3 for details of income received from the PECs. |
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2.11 |
Contingent liabilities |
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Provisions are 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. |
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2.12 |
Taxation |
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||||||||||||
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|
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The Company is subject to Jersey Income Tax. The Jersey Income Tax rate is zero per cent. |
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2.13 |
Capital risk management |
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|||||||||||||
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|||||||||||||
|
|
The Board defines capital as financial resources available to the Company.
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. |
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|||||||||||||
|
|
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. |
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|||||||||||||
|
3. |
|
Investment income |
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|
|
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|
|
|
|
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|
|
2013 |
|
|
|
|
|
|
|
|
€ |
|
|
|
|
Income from investments |
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|
|
|
|
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|
|
|
|
|
|
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|
|
Bank interest income |
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|
|
5,819 |
|
|
|
|
Total income |
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|
|
5,819 |
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|
|
Interest income relates to interest received on cash deposits with banks. |
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|
4. |
|
Operating expenses |
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||||||||||||||
|
|
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|
|
2013 |
|
|||||||||||||
|
|
|
|
|
|
|
€ |
|
|||||||||||||
|
|
|
Administration fees |
|
|
|
45,970 |
|
|||||||||||||
|
|
|
Custody fees |
|
|
|
576 |
|
|||||||||||||
|
|
|
Directors' fees (see note 5) |
|
|
|
76,444 |
|
|||||||||||||
|
|
|
Regulatory fees |
|
|
|
18,133 |
|
|||||||||||||
|
|
|
Audit fees |
|
|
|
27,149 |
|
|||||||||||||
|
|
|
Sundry expenses |
|
|
|
98,436 |
|
|||||||||||||
|
|
|
Total operating expenses |
|
|
|
266,708 |
|
|||||||||||||
|
|
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|
|
|||||||||||||
|
|
|
The costs and expenses of the Placing attributable to the Company, excluding placing commissions, have been written off in the Statement of Comprehensive Income in accordance with IFRS and amounted to a total of €881,860. |
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|
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||||||||||||
|
|
|
During the period, the Company changed its administrator and custodian from Northern Trust International Fund Administrators (Jersey) Limited and Northern Trust (Guernsey) Limited respectively, to BNP Paribas Securities Services S.C.A. Jersey Branch (the Administrator).
On the 7 November 2013, the Company signed an agreement with the Administrator to provide administrative, compliance oversight and company secretarial services to the Company. Under the administration agreement, the Administrator will be entitled to an annual fixed fee of £85,000. These fees are to be paid monthly in arrears.
Ad hoc other services are chargeable on a time cost basis. |
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||||||||||||
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|
|
In its role as custodian, the Administrator is entitled to a fee payable by the Company on a transaction by transaction and asset by asset basis. In addition, the Company will reimburse the Administrator for any out of pocket expenses. |
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|
5. |
|
Directors' fees and interests |
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|||||
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The Directors of the Company are remunerated for their services at a fee of £35,000 per annum (£50,000 for the Chairman). The Chairman of the Audit Committee receives an additional £5,000 for his services in this role. The Company has no employees other than the Directors. Director fees payable as at 31 December 2013 were €nil.
None of the Directors hold shares in the Company.
No pension contributions were payable in respect of any of the Directors.
David Wood is a member of the CVC Credit Partners Advisory Board, which is an advisory body established to comment on strategic plans, budgets and markets. Mr Wood has several investments in a number of CVC entities.
CVC Credit Partners Group has established an independent sub-committee (the "Independent Sub- committee") of independent directors drawn from its group board and the boards of certain of its funds and investment vehicles for the purpose of providing review and guidance to the relevant investment committee with respect to any situation where there is the potential for (or perception of) a material conflict of interest.
The Independent Sub-committee currently consists of two independent directors from CVC Investment Services' board of directors (being Douglas Maccabe and Stephen Linney), and David Wood. Any such conflict is required to be presented to the Independent Sub-committee by the relevant portfolio manager and, if necessary, CVC Credit Partners Group's chief executive officer and/or chief investment officer. To date, no Independent Sub-committee meetings have taken place. |
|
||||||||||||||||
|
6. |
|
Other receivables |
|
|
|
2013 |
|
|
|
|
|
|
|
|
€ |
|
|
|
|
|
|||||
|
|
|
Receivable from Northern Trust |
|
|
|
53,513 |
|
|
|
|
Receivable from CVC Credit Partners Investment Services Management Limited |
|
302,373 |
|
||
|
|
|
|
|
|
|
355,886 |
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|
|
|
|
|
|
|
|
|
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|
|
Receivable balance due from Northern Trust relates to sums due to be reimbursed for administration services not rendered as a result of the change in administrator from Northern Trust to BNP Paribas Securities Services S.C.A. during the period.
Receivable balance due from CVC Credit Partners Investment Services Management Limited relates to set up costs paid by the Company which are due to be reimbursed to the Company.
The Directors believe that these balances are fully recoverable. |
|
|
7. |
|
Financial Investments held at fair value through profit or loss |
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||
|
|
|
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|
|
2013 |
|
|
|
|
|
|
|
|
€ |
|
|
|
|
|
|
|
|
|
|
|
|
PECs - Unquoted investment |
|
|
|
|
365,938,563 |
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|
|
|
|
|
|
|
|
|
|
|
On 1 July 2013 the Company subscribed for 173,086,671.59 Euro and 149,430,778.01 Sterling Preferred Equity Certificates (PECs) issued by the Investment Vehicle. As at the period ended 31 December 2013 the Company held 165,048,227.48 Euro and 156,221,963.06 Sterling PECs.
The Investment Vehicle's investment objective is to provide investors with regular income returns and capital appreciation from a diversified portfolio of sub-investment grade debt instruments. The Company is entitled to receive income distributions every six months, which will equate to not less than 75% of the net income of the Company's investment in the Investment Vehicle.
The Investment Vehicle Manager pursues the Investment Vehicle's investment policy subject to the Investment Vehicle's Investment Limits and Borrowing Limit as explained in the Company's prospectus. |
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||||||
|
|
|
|
|
IFRS 13 'Fair Value Measurement' 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 according to the following fair value hierarchy detailed in IFRS 13, that reflects the significance of the inputs used in determining their fair values; |
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|
|||||||
|
|
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.
|
|
||||||||||||||||||
|
|
|
Fair value measurement of assets and liabilities |
||||||||||||||||||
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|||||||||||
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|
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|
|
2013 Total |
|||||||||||
|
|
|
|
|
|
|
Level 1 |
Level 2 |
Level 3 |
€ |
|||||||||||
|
|
|
Financial assets |
|
|
|
|
|
|
- |
|||||||||||
|
|
|
Financial investments held at fair value through profit and loss |
- |
- |
365,938,563 |
365,938,563 |
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
|
Financial liabilities |
|
|
|
|
|
|
|
|||||||||||
|
|
|
Ordinary shares |
|
|
|
363,858,568 |
- |
- |
363,858,568 |
|||||||||||
|
|
|
|
|
|
|
|||||||||||||||
|
|
|
Level 3 reconciliation - PECs |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 period. |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013 Total |
|
|
|
|
|
|
|
|
|
|
€ |
|
|
|
Balance as at 20 March 2013 |
|
|
|
|
|
|
- |
|
|
|
Purchases of investments (PECs) |
|
|
|
|
|
|
362,382,666 |
|
|
|
Redemption proceeds arising from conversion of investments (PECs) |
|
(8,238,301) |
|||||
|
|
|
Net gains on investments held at fair value |
|
|
11,794,198 |
||||
|
|
|
Transfers into / (out of) Level 3 |
|
|
|
|
|
|
- |
|
|
|
Balances as at 31 December 2013 |
|
|
|
|
|
|
365,938,563 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total gains and losses on investments for the year ended 31 December 2013 |
|
|
11,794,198 |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During 2013, there were no reclassifications between levels of the fair value hierarchy. |
|
|
|
Quantitative information of significant unobservable inputs - level 3 - PECs |
|||||||||
|
|
|
|
|
|
|
|
|
||||
|
|
|
Description |
2013 |
Valuation technique |
Unobservable input |
Range (weighted average) |
|||||
|
|
|
|
€ |
|
|
|
|||||
|
|
|
|
|
|
|
|
|||||
|
|
|
PECs |
365,938,563 |
Adjusted net asset value |
Discount for lack of liquidity |
0-3% |
|||||
|
|
|
|
|
|
|
|
|||||
|
|
|
The Board believe that it is appropriate to measure the PECs at the net asset value of the investments held at the Investment Vehicle, adjusted for percentage holding of PECs in the Investment Vehicle. |
|||||||||
|
|
|
|
|||||||||
|
|
|
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 2013 are as shown below:
|
|||||||||
|
|
|
Description |
|
Input |
Sensitivity used |
Effect on fair value € |
|||||
|
|
|
PECs |
|
Discount for lack of liquidity |
3% |
10,978,157 |
|||||
|
|
|
||||||||||
|
|
|
|
The following tables detail the investment holding of the Company at the Investment Vehicle level,
The below information regarding the financial assets at fair value through profit or loss for the Investment Vehicle has been included for disclosure purposes only. |
|
|||||||
|
|
|
Financial assets at fair value through profit or loss - (for Investment Vehicle) |
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
2013 |
||||||
|
|
|
|
|
|
|
Level 1 |
Level 2 |
Level 3 |
Total |
||||||
|
|
|
|
|
|
|
€000 |
€000 |
€000 |
€000 |
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
Interest bearing securities |
|
|
|
|
|
|
|
||||||
|
|
|
Corporate bonds |
|
|
|
92,712 |
- |
- |
92,712 |
||||||
|
|
|
Credit facilities |
|
|
|
- |
299,167 |
60,405 |
359,572 |
||||||
|
|
|
Collaterised loan obligations |
|
|
|
- |
- |
8,808 |
8,808 |
||||||
|
|
|
Total investments held |
|
|
|
92,712 |
299,167 |
69,213 |
461,092 |
||||||
|
|
|
|
|
|
|
|
|||||||||
|
|
|
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 period. |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit facilities |
CLOs |
2013 Total |
|
|
|
|
|
|
|
|
€000 |
€000 |
€000 |
|
|
|
Balance as at 31 December 2012 |
|
|
|
|
22,395 |
9,399 |
31,794 |
|
|
|
Total gains and losses on profit or loss in the year |
1,392 |
1,886 |
3,278 |
||||
|
|
|
Purchases |
|
|
|
|
68,646 |
3,296 |
71,942 |
|
|
|
Sales / redemptions |
|
|
|
|
(35,425) |
(5,773) |
(41,198) |
|
|
|
Transfers into / (out of) Level 3 |
|
|
|
|
3,397 |
- |
3,397 |
|
|
|
Balances as at 31 December 2013 |
|
|
|
|
60,405 |
8,808 |
69,213 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total gains and losses on investments for the year ended 31 December 2013 |
783 |
1,558 |
2,341 |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transfers between Level 2 and Level 3 (for Investment Vehicle) |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During 2013, following further developments in the liquidity of certain debt securities, seven of the Compartment's investments totaling €3.4m were reclassified from Level 2 to Level 3. During 2013, the Compartment disposed of three of these investments for €992k, realizing gains of €13k. Transfers between levels of the fair value hierarchy, are deemed to have occurred at the beginning of the reporting period. |
|
|
|
Quantitative information of significant unobservable inputs - level 3 - (in Investment Vehicle) |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
Description |
|
2013 |
Valuation technique |
Unobservable input |
|
|
|
|
|
|
€000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collaterised loan obligation |
|
8,808 |
Broker quotes |
Discount for lack of liquidity |
|
|
|
|
Credit facilities |
|
60,405 |
Broker quotes |
Discount for lack of liquidity |
|
|
|
|
|
|
|
|
|
|
|
|
|
The Investment Vehicle Board of Directors and the Investment Vehicle Manager believe it is appropriate to value the CLOs at the mid-price without discount as communicated by broker as deemed to represent the best approximation of fair value given the illiquidity of such CLOs. They believe that where certain credit facilities are classified as Level 3 due to a limited number of broker quotes, there is still sufficient supporting evidence of liquidity to value these at an undiscounted 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 categorized within Level 3 of the fair value hierarchy together with a quantitative sensitivity analysis as at 31 December 2013 are as shown below:
|
|||||
|
|
|
Description |
|
Input |
Sensitivity used |
Effect on fair value €000 |
|
|
|
|
Collateralised loan obligations |
|
Discount for lack of liquidity |
20% |
1,762 |
|
|
|
|
Credit Facilities |
|
Discount for lack of liquidity |
10% |
6,041 |
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 of Directors 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 investments at FVTPL, cash and cash equivalents and interest and other receivables. An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows.
The carrying amounts of financial assets best represent the maximum credit risk exposure at the balance sheet date. At the reporting date, the Company's financial assets exposed to credit risk amounted to the following: |
||||||||||||||||||||
|
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
2013 |
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
€ |
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
Investments at FVTPL |
|
|
|
|
|
|
|
|
|
|
365,938,563 |
|||||||||
|
|
Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
595,498 |
|||||||||
|
|
Interest and other receivables |
|
|
|
|
|
|
|
|
|
|
375,071 |
|||||||||
|
|
Total assets |
|
|
|
|
|
|
|
|
|
|
366,909,132 |
|||||||||
|
|
|
||||||||||||||||||||
|
|
The Company is exposed to a potential material credit risk in the event that it has submitted a redemption request to the Investment Vehicle and received an acceptance from the Investment Vehicle of that redemption request. The Board of Directors is aware of this risk and has approved the Investment Vehicle as an acceptable counterparty. |
||||||||||||||||||||
|
|
|
||||||||||||||||||||
|
|
All cash is placed with BNP Paribas Securities Services S.C.A., Jersey Branch. |
||||||||||||||||||||
|
|
|
|
|
||||||||||||||||||
|
|
|
BNP Paribas Securities Services S.C.A, 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-1 from Standard & Poor's.
The credit risk associated with debtors is limited to other receivables. Credit risk is mitigated by the Company's policy to only undertake significant transactions with leading commercial counterparties.
It is the opinion of the Board of Directors that the carrying amounts of these financial assets represent the maximum credit risk exposure as at the reporting date.
The Board continues to monitor the Company's exposure to credit risk. |
|
||||||||||||||||||
|
|
|
|
|
||||||||||||||||||
|
|
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 are not traded on a stock exchange, the Company relies on the 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 to "Principal risks and uncertainties" and note 13 - "Ordinary shares" 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 judgment) 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 carry out only such redemptions which will meet this criterion.
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 net asset value determination date, (being the quarterly Investment Vehicle valuation date), where the valuation or realisation of the Investments becomes excessively risky or impossible, the Investment Vehicle Directors may by resolution and on the advice of the Investment Vehicle Manager suspend all calculations, payments and redemptions of the outstanding Investment Vehicle Interests (including the Company Investment Vehicle Interests).
|
|
|
|
|
In the event of a material adverse event occurring in relation to the Investment Vehicle or the market 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, net asset value and/or the market price of the ordinary shares. |
|
|
|
|
|
|
|
|
|
||
|
|
The table below shows the residual contractual maturity of the financial liabilities as at 31 December 2013: |
||
|
|
|
|
Less than 1 year |
1 to 5 years |
More than 5 years |
No stated maturity |
Total |
|
|
|
|
€ |
€ |
€ |
€ |
€ |
|
|
|
Financial liabilities (*) |
|
|
|
|
|
|
|
|
Payables |
(99,858) |
- |
- |
- |
(99,858) |
|
|
|
Ordinary shares |
- |
- |
- |
(366,809,274) |
(366,809,274) |
|
|
|
Total undiscounted financial liabilities |
(99,858) |
- |
- |
(366,809,274) |
(366,909,132) |
|
|
|
|
|
|
|
|
|
|
|
|
(*) - 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 are set out in note 13. |
|
|
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 PEC level, the performance is driven by the underlying portfolio of the Investment Vehicle and therefore consideration of the market risks to which the Company is exposed should be made. |
|||||||||||
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Investment Vehicle is required to hold at least 70 per cent. of its Gross Assets in companies domiciled 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 Portfolio has a significant holding could materially and adversely affect the performance of the Investment Vehicle and, by extension, the Company's ordinary shares. |
|
|
|
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 net asset value 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 net asset value 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. |
|
|
|
|
|
|
|
Please refer below for sensitivity analysis on the impact on the profit and loss account and net asset value of the Company, if the fair value of the PECs at the year-end increased or decreased by 5%: |
Current value |
|
2013 |
Increase by 5% |
Decrease by 5% |
|
|
Total |
|
|
|
|
€ |
|
|
Euro PECs |
|
€171,076,449 |
€8,553,822 |
€(8,553,822) |
Sterling PECs (euro equivalent) |
|
€194,862,114 |
€9,743,106 |
€(9,743,106) |
Investments held at fair value through profit or loss |
€365,938,563 |
€18,296,928 |
€(18,296,928) |
|
|
|
|
|
|
Sterling PECs |
|
£162,125,279 |
£8,106,264 |
£(8,106,264) |
|
|
|
The calculations are based on the investment valuation at the balance sheet 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 cash deposits.
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 predominantly in, or with material operations in Western Europe. Most of these investments in debt securities carry various interest rates and maturity dates. Interest rate risk on fixed interest instruments is considered to be part of market risk on fair value as disclosed above.
The following table details the Company's exposure to interest rate risks. |
|
|
2013 |
2013 |
2013 |
|
|
Interest Bearing (*) |
Non-interest bearing |
Total |
|
|
€ |
€ |
€ |
Assets |
|
|
|
|
Investments held at fair value through profit or loss |
|
- |
365,938,563 |
365,938,563 |
Cash and cash equivalents |
|
595,498 |
- |
595,498 |
Other receivables and prepayments |
|
- |
375,071 |
375,071 |
Total assets |
|
595,498 |
366,313,634 |
366,909,132 |
|
Liabilities |
|
|
|
|
|||||||||||||||
|
Ordinary shares |
|
- |
(366,809,274) |
(366,809,274) |
|||||||||||||||
|
Payables |
|
- |
(99,858) |
(99,858) |
|||||||||||||||
|
Total liabilities |
|
- |
(366,909,132) |
(366,909,132) |
|||||||||||||||
|
|
|
595,498 |
(595,498) |
- |
|||||||||||||||
|
|
|
|
|
|
|||||||||||||||
|
|
|
* - floating rate and due within 1 month |
|||||||||||||||||
|
|
|
|
|||||||||||||||||
|
|
|
|
|||||||||||||||||
|
|
|
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 net asset value of the Company's Sterling and Euro ordinary shares, does not reflect the true value of 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 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 which can be liquidated may differ, sometimes significantly, from their valuations. Third party pricing information may not be available for certain positions held by the Investment Vehicle. Investments held by the Investment Vehicle may trade with significant bid-ask spreads. The Investment Vehicle is entitled to rely, without independent investigation, upon pricing information and valuations furnished to the Investment Vehicle by third parties, including pricing services and valuation sources. Absent bad faith or manifest error, valuation determinations in accordance with the Investment Vehicle's valuation policy will be conclusive and binding. 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 on-going basis and the Board of the Company monitors and reviews the Company's net asset value 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 base currency. |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
The base currency of the Company and the Investment Vehicle is the Euro. Certain of the Investment Vehicle's assets are typically invested in securities and other investments which are denominated in other currencies. Accordingly, the Investment Vehicle is subject to foreign currency exchange risks and the value of its assets may be affected by fluctuations in foreign currency exchange rates. The Investment Vehicle uses a third party professional foreign exchange manager to 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, net asset value and/or the market price of the ordinary shares. |
|||||
|
|
|
Subscription monies for Sterling ordinary shares have been used to fund subscriptions for Sterling-denominated PECs and such monies may then be converted to Euro for operating purposes. The holders of Sterling ordinary shares will therefore be subject to the foreign currency fluctuations between Sterling and Euro. Although the Investment Vehicle has in place a hedging program, 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 Company Investment Vehicle Interests (and, as a consequence, to the Sterling ordinary shares).
This may result in variations between the net asset value per Share of the Euro ordinary shares and the Sterling ordinary shares, and so in variations between the market prices of Euro ordinary shares and the Sterling ordinary shares. |
|
|
|
|
|
|
|
|
|
The following table provides an indication of the foreign exchange exposure at 31 December 2013 if the Company's exposure were not hedged. |
Currency exposure |
2013 |
2013 |
2013 |
2013 |
|
Investments |
Cash |
Other net current assets / liabilities |
Total |
|
€ |
€ |
€ |
€ |
Euro |
171,076,449 |
318,742 |
104,964 |
171,500,155 |
Sterling |
194,862,114 |
276,756 |
170,249 |
195,309,119 |
Total |
365,938,563 |
595,498 |
275,213 |
366,809,274 |
|
|
|
The following analysis demonstrates the impact of a 10% movement in the exchange rate against the Euro on the net assets attributable to ordinary shareholders, with all other variables held constant. |
|
|
Change in exchange rate (****) |
Effect on net assets attributable to ordinary shareholders |
31 December 2013 |
|
Increase/(decrease) |
Increase/(decrease) |
|
|
|
€ |
Sterling |
|
10%/ (10%) |
17,755,374 / (17,755,374) |
(****) 10% has been assessed at 31 December 2013 as a reasonably possible movement in currency rate sensitivity over the year. It is not intended to illustrate a remote, worst case or stress test scenario. |
|
|
|
The Board regularly monitors and reviews its currency transactions on an on-going basis. |
9. |
|
Cash and cash equivalents |
|
|
|
|
|
||||
|
|
|
|
|
|
|
2013 |
||||
|
|
|
|
|
|
|
€ |
||||
|
|
Cash at bank |
|
|
|
|
595,498 |
||||
|
|
|
|
|
|
|
|
||||
10. |
|
Payables |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013 |
||||
|
|
|
|
|
|
|
€ |
||||
|
|
Administration fees |
|
|
|
|
(45,035) |
||||
|
|
Director's fees |
|
|
|
|
- |
||||
|
|
Other payables |
|
|
|
|
(54,823) |
||||
|
|
Total |
|
|
|
|
(99,858) |
||||
|
11. |
|
Contingent liabilities and commitments |
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 31 December 2013 the Company had no contingent liabilities or commitments. |
|||||||||||
12. |
|
Stated capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares |
|
|
Stated capital |
||||
|
|
|
|
2013 |
|
|
2013 |
||||
|
|
|
|
|
|
|
€ |
||||
|
|
Management shares |
|
2 |
|
|
- |
||||
|
|
|
|
|
|
|
|
||||
|
|
Management shares |
|
|
|
|
|
||||
|
|
Management shares are non redeemable, have no par value and no voting rights, and also no profit allocated to them for the earnings per share calculation. |
13. |
|
Ordinary shares |
|
|
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Number of shares as at 31 December 2013 |
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Stated capital as at 31 December 2013 |
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€ |
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Euro ordinary shares |
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166,615,025 |
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166,469,205 |
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Sterling ordinary shares |
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157,690,776 |
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189,683,644 |
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Total |
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324,305,801 |
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356,152,849 |
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Ordinary shares |
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The Company has two classes of ordinary shares, being Euro ordinary shares and Sterling ordinary shares. 174,729,500 Euro ordinary shares and 150,849,080 Sterling ordinary shares were issued on 25 June 2013 at a price of €1 and £1 per ordinary share respectively. During the period 8,114,475 Euro shares were converted into 6,841,696 Sterling shares.
As at 31 December 2013, the Company had 166,615,025 Euro ordinary shares and 157,690,776 Sterling ordinary shares. There were no share subscriptions or redemptions during the period. The movement is a result of monthly conversions which have taken place during the period between share classes.
Each Euro ordinary share holds 1 voting right, and each Sterling ordinary share holds 1.17 voting rights. |
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Voluntary conversion |
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The Company offers a monthly conversion facility pursuant to which holders of Shares of one class may convert such Shares into Shares of any other class, subject to regulatory considerations as detailed in the prospectus.
Such conversion will be effected on the basis of the ratio of the net asset value 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 net asset value 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.
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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.
Dividends are expected to be paid half-yearly. |
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Earnings per share |
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2013 |
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Profit for the period |
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10,656,425 |
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Total number of shares |
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324,305,801 |
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Earnings per share |
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€0.032859 |
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Earnings per share (Sterling equivalent) |
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£0.027339 |
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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.
The Directors believe that the Company's Contractual Quarterly Tender mechanism should provide Shareholders with additional liquidity when compared with other listed closed-ended investment companies.
The offer of Contractual Quarterly Tenders will be subject to annual Shareholder approval and subject to the terms, conditions and restrictions as set out in the prospectus. The Company will be subject to annual Shareholder approval to tender each quarter for up to 24.99 per cent. of the shares 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 per cent. of the shares in issue.
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 amount 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 may seek Shareholder approval to grant them the power to make ad hoc market purchases of Shares, although it is not currently anticipated that the Directors will seek this authority. If such authority is sought and 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 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 process are set out in note 8.2. |
14. |
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Related Party Disclosure |
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All transactions between related parties were conducted on terms equivalent to those prevailing in an arm's length transaction. |
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The Directors are entitled to remuneration for their services. Please refer to Note 5 for further detail. |
15. |
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Material events after the Statement of Financial Position date |
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Management has evaluated subsequent events for the Company through 21 February 2014, the date the financial statements are available to be issued, and had concluded there are not any material events that require disclosure or adjustment of the financial statements other than those listed below:
On 21 January 2014, the Company converted 1,000,000 Euro ordinary shares into 831,031 Sterling ordinary shares. As a result of this conversion, the Company had 165,615,025 Euro ordinary shares and 158,521,807 Sterling ordinary shares. |
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On 23 January 2014, the Company declared a dividend of €0.01 per Euro ordinary share and £0.01 per Sterling ordinary share, in respect to the period ended 31 December 2013. A dividend of €1,656,150.25 per Euro class and £1,585,218.07 per Sterling class was paid to Shareholders on the 14 February 2014. |
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The Board announced on 10 February 2014 that it is considering an additional issue of share capital. Further information will be provided in due course.
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16. |
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Controlling party |
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In the Directors' opinion, the Company has no ultimate controlling party. |
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Company information
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Registered Office |
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Advocates to the Company |
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Liberté House |
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(as to Jersey law) |
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19-23 La Motte Street St Helier, Jersey JE2 4SY
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Bedell Cristin 26 New Street St Helier, Jersey JE2 3RA |
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Investment Vehicle Manager |
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Custodian |
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CVC Credit Partners Investment Management Limited |
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BNP Paribas Securities Services S.C.A., Jersey Branch |
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111 Strand, London WC2R 0AG
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19-23 La Motte Street St Helier, Jersey JE2 4SY |
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Corporate Services Manager |
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Reporting Accountant and Auditor |
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CVC Credit Partners Investment Services Management Limited |
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Ernst & Young LLP 1 More London Place |
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22-24 Seale Street, St. Helier, Jersey JE2 3QG |
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London SE1 2AF
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Corporate Brokers |
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Administrator and Company Secretary |
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Goldman Sachs International Peterborough Court, 133 Fleet Street |
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BNP Paribas Securities Services S.C.A., Jersey Branch |
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London EC4A 5ER
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19-23 La Motte Street St Helier, Jersey JE2 4SY |
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Dexion Capital Plc 1 Tudor Street London EC4Y 0AH |
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BNP Paribas Securities Services S.C.A. Jersey Branch is regulated by the Jersey Financial Services Commission.
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Solicitors to the Company |
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Registrar |
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(as to English law and U.S. securities law) |
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Capita Registrars (Jersey) Limited |
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Paul Hastings LLP Ten Bishops Square Eighth Floor London E1 6EG |
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12 Castle Street St Helier, Jersey JE2 3RT |
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Receiving Agent |
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Capita Registrars |
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Corporate Actions |
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The Registry, 34 Beckenham Road Beckenham, Kent BR3 4TU |
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Ends
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 813800
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, 19-23 La Motte Street, St Helier, Jersey, JE2 4SY), 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
This information is provided by RIS
The company new service from the London Stock Exchange
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