Half Yearly Report

RNS Number : 8812W
CVC Credit Partners European OpsLtd
24 August 2015
 



24 August 2015

 

FOR IMMEDIATE RELEASE

 

RELEASED BY BNP PARIBAS SECURITIES SERVICES S.C.A., JERSEY BRANCH HALF-YEARLY RESULTS ANNOUNCEMENT

 

THE BOARD OF DIRECTORS OF CVC CREDIT PARTNERS EUROPEAN OPPORTUNITIES LIMITED ANNOUNCE HALF-YEARLY RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2015

 

INTERIM BOARD report

 

financial highlights and performance summary

 

Financial highlights

On 19 March 2015, 8,823,766 Euro ordinary shares and 12,232,782 Sterling ordinary shares were issued at a price of €1.0404 and £1.0444, raising gross proceeds of €9,180,246 and £12,775,917 respectively.

 

Number of shares in issue as at 30 June 2015:

 

230,375,407 Euro ordinary shares1 (30 June 2014: 182,886,210 Euro ordinary shares)

270,249,675 Sterling ordinary shares2 (30 June 2014: 161,304,834 Sterling ordinary shares)

 

Market capitalisation as at 30 June 2015:

 

Euro ordinary share class: €239,590,423 (30 June 2014 €192,944,952)

Sterling ordinary share class: £281,735,286 (30 June 2014: £167,757,027)

 

Performance summary









As at

30

June

2015


As at

30

June

2014







Net asset value per Euro ordinary share



€1.0483


€1.0250XD

Euro ordinary share price (bid market)3



€1.0400


€1.0550XD

Net asset value per Sterling ordinary share



£1.0541


£1.0268XD

Sterling ordinary share price (bid market) 3



£1.0425


£1.0400XD













Period highs and lows

 

 

Six months ended

30 June 2015

Six months ended

30 June 2015

Six months ended

30 June 2014


Six months ended

30 June 2014


High

Low

High


Low







Net asset value per Euro ordinary share

€1.0540

€1.0104

€1.0498


€1.0241

Euro ordinary share price (bid market) 3

€1.0550

€1.0100

€1.0800


€1.0180

Net asset value per Sterling ordinary share

£1.0597

£1.0139

£1.0516


£1.0258

Sterling ordinary share price (bid market) 3

£1.0650

£1.0200

£1.0775


£1.0275







 

1 - Excludes 280,875 Euro treasury shares

2 - Excludes 25,839 Sterling treasury shares

3 - Source: Bloomberg

 

Dividend history


Ex-dividend date

Payment date

For the period ended 30 June 2014



Sterling - £0.025 per ordinary share

25/06/2014

22/07/2014

Euro - €0.025 per ordinary share

25/06/2014

22/07/2014




For the period ended 31 December 2014



Sterling - £0.025 per ordinary share

05/02/2015

20/02/2015

Euro - €0.025 per ordinary share

05/02/2015

20/02/2015

 

As at 30 June 2015, no dividends were declared for the six month period ended 30 June 2015. Please refer to note 15 for further information subsequent to the reporting period.

 

chairman's statement

 

Introduction

I am pleased to present to you the interim financial statements of the Company for the six month period ended 30 June 2015.

 

Performance and Market Conditions

The Company's Euro and Sterling Ordinary shares have returned 4.8% and 5.0% respectively on an absolute return basis for the period under review, which is firmly within the target performance range set by the board, and has been achieved notwithstanding the European credit market volatility associated with the Greek government's extended negotiations with the EU which prevailed throughout Q2. Expectations of US interest rate rises and marked volatility in Chinese equity markets have also played a part in keeping investors wary, and at the time of writing appear to remain likely to do so throughout the rest of 2015.

 

The Company's underlying portfolio allocation continues to evolve as credit opportunities and special situations present themselves, often as a result of the European Central Bank's Asset Quality Review ("AQR") on European banks and associated regulatory change. Allocation to these strategies stood at 54% on average from January to June 2015, as against 43% on average in 2014. Further details are available in the Company's monthly reports and Company presentations, which are available on the Company's website at www.ccpeol.com.

 

Corporate Activities

The Company has seen continuing demand for its shares, and during the period has issued 8,823,766 Euro ordinary shares and 12,232,782 Sterling ordinary shares. Shares redeemed under the Company's contractual quarterly tender program totalled nil Euro ordinary shares and 18,438 Sterling Ordinary shares in the period. The market capitalisation of the Company presently stands at approximately €636,865,350.

 

Dividend yield

The Investment Vehicle Manager continues to ensure that portfolio composition has been maintained in a manner which permits a continued expectation of an annual dividend yield of around 5%. A 2.5pps / 2.5cps semi-annual dividend was declared on 2 July 2015 and paid on 7 August 2015.

 

Other Matters

As always, I would like to thank my fellow Directors, the portfolio management team at CVC Credit Partners, our advisors and investment bankers for their support and wise counsel, and would also like to extend thanks to all of our shareholders for your continuing commitment to the Company.

 

Richard Michael Boléat

Chairman

 

 

executive sUMMARY

 

Corporate summary

CVC Credit Partners European Opportunities Limited (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 Official List of the UK Listing Authority and admitted to trading on the Main Market of the London Stock Exchange. As at 30 June 2015, the Company's issued share capital comprised of 230,375,407 Euro ordinary shares, 270,249,675 Sterling ordinary shares and two management shares, (with no par value or voting rights). The Company also held 280,875 Euro ordinary shares and 25,839 Sterling ordinary shares in treasury.

 

The Company is self-managed and the Directors have invested the net proceeds from share issues into compartments 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").

 

Ordinary share tap issue

On the 16 March 2015, the Company announced the successful placing of Euro ordinary shares and Sterling ordinary shares. The Placing raised gross proceeds of €9,180,246 through the issue of 8,823,766 Euro ordinary shares at an issue price of €1.0404 and £12,775,917 through the issue of 12,232,782 Sterling ordinary shares at an issue price of £1.0444. Application was made to the UK Listing Authority and the London Stock Exchange plc for the newly issued 8,823,766 Euro ordinary shares and 12,232,782 Sterling ordinary shares to be admitted to the Official List and to trading on the Main Market. The admission became effective on 19 March 2015.

 

Company investment objective

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

 

Company investment policy

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's report which is incorporated within this Half-Yearly Financial Report .

 

Director interests

No Director has any other interest in any contract to which the Company is a party and no director has held or holds any management or ordinary shares in the Company.

 

Events after the reporting date

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 twelve months, the Directors are satisfied that, at the time of approving these financial statements, no material uncertainties exist that may cast significant doubt concerning the Company's ability to continue for the foreseeable future. The Directors therefore believe that it is appropriate to adopt the going concern basis in preparing these financial statements.

 

Principal risks and uncertainties

When considering the total return of the Company, the Directors take account of the risk which has been taken in order to achieve that return. The Directors look 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 issues on the one hand and the demand for such instruments from market participants on the other. A change in the supply of or demand for the underlying investments may adversely affect the performance of the Company.

 

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. As at 30 June 2015, the underlying portfolio comprised 68 issuers (30 June 2014: 64, 31 December 2014: 67) and 20 structured finance positions (30 June 2014: 9, 31 December 2014: 16) 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.

 

Refer to Investment Vehicle Manager's report for details of the investment portfolio held in the underlying Investment Vehicle.

 

Liquidity

Investment in the Company is subject to a number of liquidity constraints as follows:

 

The Preferred Equity Certificates ("PECs") in which the Company invests are not traded on a stock exchange, as such 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 can have a negative impact on the Company's ability to conduct its Contractual Quarterly Tenders. Refer to note 12 for further information.

 

Foreign exchange risk

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

 

The effects of foreign exchange risk at the Investment Vehicle level is actively managed by the board of the Investment Vehicle and its advisors. The Directors monitor 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. The Company has not entered into any foreign exchange hedging arrangements during the period.

 

Macro-economic factors

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.

 

Principal risks relating to an investment in the shares of the Company

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 any 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 12. The Contractual Quarterly Tender mechanism is available only to ordinary Shareholders of the Company.

 

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.

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 12, 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.

 

Other risks

The Directors wish to draw the attention of Shareholders to the other risks as set out in the Company's prospectus, which is available on the Company's website.

 

Future strategy

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

 

The overall strategy remains unchanged and it is the Directors 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.

 

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.

 

Board members

 

CHAIRMAN

 

Richard Michael Boléat, aged 51 (independent). Appointed 20 March 2013.

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. Richard led their financial services client practice in Jersey until September 2007.

 

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.

 

Directors

Mark Richard Tucker, aged 52 (independent). Appointed 20 March 2013.

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

 

In 1988 Mark relocated first to London, where he joined GNI Limited in a financial futures business development role, and later to New York where he was responsible for the alternative investment 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 other offshore structures.

 

David Alan Wood, aged 61. 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. He was a member of CVC Credit Partners Advisory Board until April 2015. With 36 years of industry experience, David joined from Deutsche Bank where he was Co-Head of European Leveraged Finance. Prior to this, he was a Managing Director at JP Morgan/Chase Manhattan where he worked in leveraged finance and corporate banking.

 

investment vehicle manager's report

 

Summary

The Investment Vehicle Manager is pleased with the portfolio composition through 2015, with each strategy performing to expectations. The Investment Vehicle Manager is also optimistic about the growing opportunity within the Credit Opportunities and Special Situations segments of the portfolio given the asset flows seen across the desk.

 

Portfolio

As at 30 June 2015, the Investment Vehicle portfolio was invested in line with the Investment Vehicle's investment policy and was diversified with 68 issuers1 across 25 different industries and 15 different countries, with no individual issuer representing an exposure of more than 3.1% of the portfolio.

 

Portfolio Statistics2

 

Percentage of Portfolio in Floating Rate Assets

78.8%

Percentage of Portfolio in Fixed Rate Assets

21.2%

Weighted Average Price3

93.2

Yield to Maturity

7.3%

Current Yield

5.9%

Weighted Average Fixed Rate Coupon

7.7%

Weighted Average Floating Rate plus Margin

5.3%

 

5 Largest Issuers

Issuer

% of Gross Assets

Industry

Country

RAC

3.1

Automobile

UK

Icopal

3.0

Buildings / Real Estate

Denmark

Delachaux

3.0

Machinery

France

CCM Pharma

2.8

Healthcare

UK

Zodiac

2.7

Leisure

France

 

 

5 Largest Industry Positions1

%

Broadcasting and Entertainment

9.2%

Buildings and Real Estate

9.0%

Finance

8.9%

Healthcare, Education and Childcare

8.2%

Leisure, Amusement, Motion Pictures, Entertainment

7.3%

 

 

Geographical Breakdown by issuer country1

%

UK

26.7%

France

16.0%

Spain

13.1%

USA

8.8%

Sweden

6.9%

Jersey

5.7%

Denmark

4.7%

Luxembourg

4.4%

Ireland

3.8%

Germany

3.5%

Other

6.4%

 

 

Currency Breakdown

%

GBP

31.0%

EUR

47.6%

USD

20.3%

NOK

0.8%

Other

0.3%

 

Asset Breakdown

%

Loans (1st Lien)

49.5%

Senior Secured Bonds

13.1%

Loans (2nd Lien)

10.3%

Senior Unsecured Bonds

5.7%

PIK

5.9%

Structured Finance Positions

5.3%

Cash

8.3%

Other

1.9%

 

Performance

As of the end of June, floating rate instruments comprised 78.8% of the portfolio. Current yield at month-end was 5.9%.

 

 

Looking back, the portfolio has moved from an average of 57% in Core Income assets in 2014 versus a 2015 year to date average of 46%, driven by an increase in the portfolio's allocation to the Credit Opportunities and Special Situations strategies. This shift was triggered by the AQR and regulatory changes across the European banking industry where the Investment Vehicle Manager witnessed a significant increase in asset flows from non-core bank holdings. In this regard, the pipeline and flow of stressed and distressed names is growing and the Investment Vehicle Manager anticipates that this will continue to be a significant source of opportunities for the portfolio through to the end of the year.

 

During Q1 2015, as the HY bond market traded well on the back of the ECB announced stimulus and volumes of new issuance accelerated with positive fund flows, the portfolio continued to capitalise on the opportunities which would benefit from this renewed confidence. Throughout the period, the performing portfolio also actively participated in the new issue and secondary markets, increasingly upgrading its allocation at higher yields.

 

Through Q2 2015, owing to tighter pricing activity in the new issuance leveraged loan market and with volatility in the HY bond market, much of the quarter's activity was focused on the Credit Opportunities segment of the portfolio where existing positions were upsized in names with a clear catalyst to create a value event for the portfolio or an improvement in the underlying performance of the asset. In the latter half of the period, steps were taken to reduce exposures to European high beta subordinated HY bonds, increase cash levels and reduce 2nd lien loan holdings in order to manage NAV volatility through late May and early June.

 

Market Review and Outlook

Leveraged Loan Market

 

·      Despite a solid €6.3bn of issuance in June, including €5.4bn of institutional new paper, total issuance in the European leveraged loan market in H1'15 was down 19% over the same period last year, at €36.3bn. The principal reason behind this decline was the retreat in M&A loan financing in Q2, which fell 32% from the first quarter to €8.8bn

·      Given this low level of issuance, the European leveraged loan market witnessed a surge in re-pricing activity in Q2'15, a spillover from the re-pricing boom in the U.S., with a record breaking €7.8bn of paper re-priced during the period predominantly through amendment rather than new issue

·      Leveraged loans used in buyouts declined by 30% in Q2'15, to €5 billion, from an active Q1. Public equity markets and trade buyers offered fierce competition during auction situations, with sponsors cautious of overpaying to beat QE-enhanced equity valuations, during a period when PE firms were more focused on exits. However, a busier first quarter meant buyout leveraged loan volume stayed ahead of 2014 y-o-y, at €12.2 billion, up from €9.7 billion

·      On the back of the re-pricing surge, single-B rated term loan clearing yields fell to record lows of 4.45% in Q2'15, but softer conditions were reflected in secondary markets

·      Credit Suisse's leveraged finance projections forecast remains at €110bn of issuance in European leveraged loans FY2015, indicating an accelerated loan issuance market in Europe for H2'15. However, the firm lowered their estimate for the U.S. market to $340bn (from $400bn)

 

High Yield Bond Market

 

·      In Q2'15 the European HY bond market was characterised by increased volatility as uncertainty in Greece dominated investor sentiment. In June, monthly volume accounted for €5.6bn, but outflows dampened demand and several issuers found that they had to reach for wider pricing margins than expected. The average clearing yield for single-B names widened to 6.22% in June, from 5.38% in May. YTD total volume in HY equalled €45.8bn, with volumes slipping behind the 2014 equivalent for the first time

·      In mid-April, the 10-year German Bund yield hit a record low of just seven basis points but recovered with gathering pace in the following months to reach 100 bps in early June. Subsequently, secondary markets fell, with long-duration bonds feeling the greatest impact

·      The demand technicals have been very strong with bond fund flows into European credit funds occurring at a rapid pace so far in 2015. They are currently showing tentative signs of slowing down, following the effect of the German Bund yield sell-off during May and turbulence around Greece

·      A developing theme in H1 2015 was U.S. domiciled borrowers with Euro funding requirements issuing European HY debt as the European market was offering yields 130-180 bps tighter than the U.S. whilst there was relative parity in the spreads between the markets. This ensured that U.S. domiciled HY debt issuance reached a H1 record of €4.9bn; though the arbitrage opportunity was no longer evident at the end of Q2, as U.S. issuers could fund at a lower rate

·      Credit Suisse's leveraged finance forecast issuance for FY2015 remained at €125bn in European HY with projections being slightly lowered to $240bn (from $260bn) for the U.S. HY market

 

 

Market Opportunity in Credit Opportunities and Special Situations strategies

 

·      In the immediate term, bank retrenchment from stressed assets continues to occur across Europe as institutions remain focused on reducing their exposure to impaired assets. Europe's largest bank HSBC recently announced plans to cut its risk-weighted assets ("RWA") by a net $130 billion (31% of their RWAs)

·      The Investment Vehicle Manager continues to see particularly strong flows out of Spanish, French, German and UK banks, which is reinforced by the on-going impact of the European Central Bank's AQR

·      The current macro environment will be supportive of this opportunity over the next 24-36 months, with market volatility triggered in part by commodity price uncertainty. The sell-off in energy assets has accelerated through the year as the crude oil price has fallen significantly from the 2014 highs. Energy assets account for some 15% - $180bn - of the $1.2tn U.S. high-yield market and with a meaningful portion of these assets now trading significantly below face value, CVC believes this creates an opportunity of more than $45bn in this segment alone. This can be evidenced by the current pipeline of stressed and distressed opportunities. Furthermore, across the broader commodities market, a bout of significant price volatility has fed through to the credit markets. For example in iron ore, which had long been forecasted for price declines, saw deterioration which was much faster than expected, largely driven by new low-cost supplies and a decline in global demand for steel

·      In addition to this, the geopolitical backdrop in Europe, in particular the uncertainty in Greece, has led to equity and debt markets selling off with the eurozone crisis subduing the European leveraged loan market until there is visibility on the situation in Greece. Notwithstanding this source of volatility in the wider market, there were also shifts in core factors that have fed into the technical balance of the leveraged loan and high-yield markets

 

Conclusion

The portfolio has continued to outperform across markets despite significant market volatility in the period. For H2'15, the Investment Vehicle Manager expects higher levels of volatility to persist as long as macro-issues remain prevalent. The energy sector has rebounded slightly and recovered a portion of its losses from earlier in the year, but energy and commodities continue to present a significant and unpredictable risk factor to the credit markets. In addition to this, the long list of potential exogenous events, such as Euro area surprises or geopolitical conflicts spilling into financial markets as witnessed in Greece and Puerto Rico, serves to highlight that volatility may continue to dominate investor sentiment in the next six months.

 

Into H2'15, the Investment Vehicle Manger continues to focus on maintaining a low NAV volatility in challenging markets while seeking to maintain asset allocations in the Credit Opportunities and Special Situations segment of the portfolio.

 

 

Jonathan Bowers                                                                                                                                              Andrew Davies

Senior Portfolio Manager                                                                                                                           Portfolio Manager

 

 

1 Excludes 20 structured finance positions.

2 Note: All metrics exclude cash unless otherwise stated.

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

.

 

 

Directors' Statement of Responsibilities

 

The Directors are responsible for preparing the Half-Yearly Financial Report and condensed set of financial statements in accordance with applicable Jersey law and regulations.

 

The Directors confirm to the best of their knowledge that:

 

·      the Half-Yearly Financial Report has been prepared in accordance with IAS 34 - "Interim Financial Reporting" as adopted by the European Union ("EU");

 

·      the Chairman's Statement, the Investment Vehicle Manager's Report, the Executive Summary and the notes to the unaudited condensed Half-Yearly Financial Report includes a fair review of the information required by:

 

a) DTR 4.2.7R of the Disclosure and the Transparency Rules of the UK's Financial Conduct Authority, being an indication of important events that have occurred during the first six months of the financial year ended 31 December 2015 and their impact on the condensed financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and

 

b) DTR 4.2.8R of the Disclosure and Transparency Rules of the UK's Financial Conduct Authority, being related party transactions that have taken place in the first six months of the financial year ended 30 December 2015 and that have materially affected the financial position or performance of the Company during the period.

 

 

 

Richard Michael Boléat                                                                                                                     Mark Richard Tucker

Chairman                                                                                                                                               Audit Committee Chairman

 

 

 independent review report to the members of cvc credit partners european opportunities limited

 

Introduction

We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2015 which comprises the condensed statement of comprehensive income, the condensed statement of financial position, the condensed statement of changes in net assets, the condensed statement of cash flows and the notes to the condensed financial statements. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

 

This report is made solely to the company in accordance with guidance contained in International Standard on Review Engagements 2410 (UK and Ireland) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our work, for this report, or for the conclusions we have formed.

 

Directors' Responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

 

As disclosed in note 2, the annual financial statements of the company are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting", as adopted by the European Union.

 

Our Responsibility

Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.

 

Scope of Review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2015 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

 

 

Ernst & Young LLP

London

 

 

CONDENSED Statement of comprehensive income

For the period from 1 January 2015 to 30 June 2015

 

 

 


Six months ended

30 June 2015

Six months ended

30 June 2014

Year ended  31 December 2014



(Unaudited)

(Unaudited)

(Audited)


Notes

Income





Investment income

3

14,393,698

3,676,341

13,909,512

Other income

3

132,338

-

204,920

Net gains on investments held at fair value

7

15,628,766

9,520,354

330,175

through profit or loss





Foreign exchange gain on investments held

7

32,785,025

10,219,963

20,095,980

at fair value through profit or loss





Foreign exchange loss on Ordinary and C shares

12

(32,811,794)

(10,219,963)

(20,162,290)

Loss on conversion of C share redemption

12

-

-

(1,275,565)

Other net foreign currency exchange gains through

10,937

87,214

401,855

profit or loss






30,138,970

13,283,909

13,504,587

Expenses





Operating expenses

4

(562,504)

(438,161)

(1,083,518)






Profit before finance costs and taxation


29,576,466

12,845,748

12,421,069

Bank finance costs


-

(1,366)

(2,893)

Share issue finance cost

4

(364,640)

(485,694)

(550,731)

Finance costs - dividend payment


(14,346,949)

(13,068,587)

(13,274,097)






Profit / (loss) before taxation


14,864,877

(709,899)

(1,406,652)

Taxation


-

-

-






Increase / (decrease) in net assets attributable to shareholders from operations


14,864,877

(709,899)

(1,406,652)






Increase / (decrease) in net assets for the period / year analysed as follows:









Attributable to ordinary shareholders:


14,864,877

(1,631,111)

(1,406,652)

Attributable to C shareholders:


-

921,212

-

Total


14,864,877

(709,899)

(1,406,652)











Earnings per Euro ordinary share

12

€0.030200

(€0.004966)

(€0.003665)






Earnings per Sterling ordinary share (Sterling equivalent)

12

£0.024338

(£0.004079)

(£0.002954)






Earnings per Euro C share

12

-

€0.009467

-






Earnings per Sterling C share

(Sterling equivalent)

12

-

£0.007775

-






The Company has no items of other comprehensive income, and therefore the profit for the period is also the total comprehensive income.

 

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

 

 

CONDENSED statement of financial position

As at 30 June 2015

 



 30

June

 2015

(Unaudited)

 30

 June

2014

(Unaudited)

 31

December

2014

(Audited)


Notes

Assets





Cash and cash equivalents

8

327,639

574,791

687,635

Other receivables

6

62,128

43,550

58,389

Prepayments


19,554

23,611

36,387

Financial investments held at fair value through profit or loss

7

642,931,137

517,702,077

568,219,412

Total assets


643,340,458

518,344,029

569,001,823






Liabilities





Dividend payable


-

(9,609,705)

-

Payables

9

(162,687)

(102,142)

(172,804)

Total liabilities


(162,687)

(9,711,847)

(172,804)






Net assets attributable to Shareholders

13

643,177,771

508,632,182

568,829,019






 

The financial statements were approved by the Board of Directors on 24 August 2015 and signed on its behalf by:

 

 

Richard Michael Boléat                                                                                                                            Mark Richard Tucker

Chairman                                                                                                                                                                                 Director

 

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

 

 

CONDENSED statement of changes in net assets

 

For the six months ended 30 June 2015 (Unaudited)

 



Net Assets Attributable to Shareholders



2015


Notes

As at 1 January 2015


568,829,019

Issuance of shares

12

27,452,620

Redemption of shares

12

(780,539)

Increase in net assets attributable to Shareholders from operations


14,864,877

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


32,811,794

As at 30 June 2015


643,177,771

 

 

For the period ended 30 June 2014 (Unaudited)

 



Net Assets Attributable to Shareholders



2014


Notes

As at 1 January 2014


366,809,274

Issuance of shares

12

136,828,384

Redemption of shares

12

(4,515,540)

Decrease in net assets attributable to Shareholders from operations


(709,899) 

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


10,219,963

As at 30 June 2014


508,632,182

 

 

For the year ended 31 December 2014 (Audited)

 

 



Net Assets Attributable to Shareholders



2014


Notes

As at 1 January 2014


366,809,274

Issuance of shares

12

307,135,341

Redemption of shares

12

(123,871,234)

Decrease in net assets attributable to Shareholders from operations


(1,406,652)

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


20,162,290

As at 31 December 2014


568,829,019

 

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

 

 

CONDENSED statement of cash flows 

For the six months ended 30 June 2015


Six months ended

30 June

2015

Six months ended

30 June

2014

Year ended

31 December 2014


(Unaudited)

(Unaudited)

(Audited)


Cash (outflow) / inflow from operating activities




Profit / (loss) from ordinary activities after taxation

14,864,877

(709,899)

(1,406,652)





Adjustments to reconcile profit before tax to net cash flows:








Net (gain) on investments held at fair value through profit or loss

(15,628,766)

(9,520,354)

(330,175)

Foreign exchange (gain) on investments held at fair value through profit or loss 

(32,785,025)

(10,219,963)

(20,095,980)

Foreign currency exchange loss on Ordinary and C shares

32,811,794

10,219,963

20,162,290

Loss on conversion of C share redemption

-

-

1,275,565

Finance costs - bank interest

-

1,366

2,893

Finance costs - dividend payment

14,346,949

13,068,587

13,274,097


13,609,829

2,839,700

12,882,038

Changes in working capital




Decrease / (increase) in receivables

13,094

307,910

280,295

(Decrease) / increase in payables

(10,117)

2,284

72,946

Cash used in operations

13,612,806

3,149,894

13,235,279





Net purchase of investments (PECs)

(26,297,934)

(132,023,197)

(186,884,457)

Net cash used in operating activities

(12,685,128)

(128,873,303)

(173,649,178)





Financing activities




Net proceeds from Issuance of ordinary shares

26,672,081

21,533,920

187,018,305

Net proceeds from Issuance of C shares

-

110,778,923

-

Dividend paid

(14,346,949)

(3,458,881)

(13,274,097)

Bank charges paid

-

(1,366)

(2,893)

Net cash used in financing activities

12,325,132

128,852,596

173,741,315





Net (decrease) / increase in cash and cash equivalents in the period / year

(359,996)

(20,707)

92,137





Cash and cash equivalents at beginning of the period / year

687,635

595,498

595,498

Cash and cash equivalents at the end of the period / year

327,639

574,791

687,635

 

 

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

 

 

NOTES TO THE CONDENSED 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 Annual Financial Report is 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), and interpretations issued by the International Financial Reporting Standards and Standing Interpretations Committee as approved by the International Accounting Standards Committee (IASC) which remain in effect. The condensed Half-Yearly Financial Report has been prepared in accordance with International Accounting Standards (IAS) 34 - 'Interim Financial Reporting'. They have also been prepared using the same accounting policies applied for the year ended 31 December 2014 financial statements, which were prepared in accordance with IFRS.

 

The financial statements have been prepared under a going concern basis. After reviewing the Company's budget and cash flow forecast for the next financial period, 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. 

 

Prior period comparatives have been updated to conform to the current period presentation.

 

There have been no changes in accounting policies during the period. The accounting policies in respect of financial instruments are set out below at 2.2 due to the significance of financial instruments to the company.

 

2.1. Segmental reporting

The Directors view the operations of the Company as one operating segment, being the investment business. All significant operating decisions are based upon analysis of the Company's investments as one segment. The financial results from this segment are equivalent to the financial results of the Company as a whole.

 

2.2 Financial instruments

a)    Classification

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.

 

Financial assets designated at fair value through profit or loss at inception

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.

 

The Company's policy requires the Investment Vehicle Manager and the Directors to evaluate the information about these financial assets on a fair value basis together with other related financial information.

 

b)    Recognition, measurement and  derecognition

Purchases and sales of investments are recognised on the trade date - the date on which the Company commits to purchase or sell the investment. Financial assets at fair value through profit or loss are measured initially and subsequently at fair value. Transaction costs are expensed as incurred and movements in fair value are recorded in the statement of comprehensive income.

 

Financial assets are derecognised when the rights to receive cash flows from the investments have expired or the Company has transferred substantially all risks and rewards of ownership.

 

c)    Fair value estimation

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

 

The Company holds PECs issued by the Investment Vehicle. 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 30 June 2015, these fair value estimates were subject to review by their independent auditor. The Directors then incorporated those fair value estimates into the Company's balance sheet.

 

d)    Valuation process

The Directors have interviewed representatives of the Investment Vehicle Manager in order to receive assurances for themselves of the composition of the net asset value of the PECs as of the balance sheet date.

 

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 Directors.

 

Investment Vehicle Portfolio

 

The Directors also discuss the Investment Vehicle Manager's monthly valuation process to understand the methodology regarding valuation of level 3 debt securities 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 CLOs are primarily valued based on bid prices as provided by a third party pricing service, and may be amended following consideration of the Net Asset Value (NAV) published by the administrator of the  CLOs. Furthermore 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. The Compartment classifies the fair value of these investments as Level 3.

 

Investments in debt securities for which there are 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 there are no broker quotes, the investment manager produces a pricing memorandum for the Compartment drawing on the International Private Equity Valuation guidelines, which is then discussed, reviewed and accepted by the board and the independent service provider.

 

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

 

Financial liabilities

e)    Classification

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.

 

f)     Recognition, measurement and derecognition

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 the statement of comprehensive income when the liabilities are derecognised.

 

3. Investment income


Six months

ended 30 June

2015

Six months ended 30 June

2014

Year ended

31 December 2014


(Unaudited)

(Unaudited)

(Audited)


Investment income

14,393,698

3,676,341

13,909,512

Total income

14,393,698

3,676,341

13,909,512

 

Other income of €132,338 (30 June 2014: €nil, 31 December 2014: €204,920) relates to income receivable from CVC Credit Partners Investment Services Management Limited ("the Corporate Services Manager") for reimbursement of share issue costs and AIFMD marketing legal costs paid by the Company on behalf of the Corporate Services Manager. Please refer to Note 4.

 

4. Operating expenses


Six months

ended 30 June

2015

Six months ended 30 June

2014

Year ended

31 December 2014


(Unaudited)

(Unaudited)

(Audited)


Administration fees

89,282

71,521

177,538

Directors' fees (see note 5)

99,049

131,387

146,653

Regulatory fees (*)

9,860

26,545

90,290

Audit fees

30,408

69,845

102,366

Non-audit fees - interim review services

10,000

10,000

10,000

Non-audit fees - other services

-

8,750

16,442

Professional fees (*)

182,388

58,923

377,209

Brokerage fees

35,017

-

56,514

Registrar fees

27,670

-

64,916

Sundry expenses

78,830

61,190

41,590

Total operating expenses

562,504

438,161

1,083,518

 

The costs and expenses of the Placing attributable to the Company have been expensed in the Statement of Comprehensive Income and amounted to a total of  €364,640 (30 June 2014: €485,694, 31 December 2014: €550,731).

 

(*) Note that €nil (30 June 2014: €nil, 31 December 2014: €27,765) of regulatory fees, and €132,338 (30 June 2014: €nil, 31 December 2014: €177,155) of professional fees relate to share issue costs, AIFMD marketing legal costs and set up costs paid by the Company on behalf of the Corporate Services Manager. Total expenses of €132,338 (30 June 2014 €nil, 31 December 2014: €204,920), have been recharged to the Corporate Services Manager.

 

5. Directors' fees and interests

 

The Directors 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. There has been no change in Director fees in comparison to prior period.

 

During the period the Directors have not received any one off payments in addition to their annual remuneration. During the period ended 30 June 2014 the Directors received a one off payment fee as a result of the Directors carrying out more work than originally anticipated as a result of the Company being a self-managed fund and the additional work arising out of the C share prospectus (Richard Boléat: £20,000, Mark Tucker: £15,000 and David Wood: £10,000).

The Company has no employees. Director's fees payable as at 30 June 2015 were €nil (30 June 2014: €nil, 31 December 2014: €nil).

 

None of the Directors hold shares in the Company.

 

No pension contributions were payable in respect of any of the Directors.

 

Until April 2015 David Wood was 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 situations 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 managing partner and/or chief investment officer.

 

6. Other receivables


Six months

ended 30 June

2015

Six months ended 30 June

2014

Year ended

31 December 2014


(Unaudited)

(Unaudited)

(Audited)


Receivable from CVC Credit Partners Investment Services Management Limited

62,128

-

58,389

Other receivable

-

43,550

-

Total other receivables

62,128

43,550

58,389





Receivable balance due from CVC Credit Partners Investment Services Management Limited  relates to legal costs incurred in the year in respect to AIFMD matters concerning marketing in Europe and share issue 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






Six months ended

30 June

2015

Six months ended 30 June

2014

Year ended

31 December 2014



(Unaudited)

(Unaudited)

(Audited)








PECs - Unquoted investment


642,931,137

517,702,077

568,219,412






During the period, the Company subscribed for 8,758,399.31 Euro PECs (30 June 2014: 51,243,601.38, 31 December 2014: 60,602,598.50) and 12,141,487.86 Sterling PECs (30 June 2014: 65,855,149, 31 December 2014: 95,088,219.97)  issued by the Investment Vehicle. 

 

During the period 194,835.18 (30 June 2014: 4,353,092.50, 31 December 2014: 7,160,863.84) Euro PECs were converted into 139,456.04 Sterling PECs (30 June 2014: 3,578,724.22, 31 December 2014: 5,761,477.31) and 396,712.77 Sterling PECs (30 June 2014: nil, 31 December 2014: 892,507.74) were converted into 513,214.14 Euro PECs (30 June 2014: nil, 31 December 2014: 1,127,589.97) and 18,761.00 (31 December 2014: 7,353.00, 30 June 2014: nil) Sterling PECs were redeemed as part of the Quarterly Contractual Tender.

 

As at the period ended 30 June 2015 the Company held 228,415,188.38 Euro and 268,037,269.73 Sterling PECs () therefore giving a total of 496,452,458.11 PECs, (30 June 2014: 211,938,736.36 Euro and 225,655,836.28 Sterling PECs ,31 December 2014: 219, 338,410.11 Euro and 265,171,799.60 Sterling PECs). Please refer below for reconciliation of PECs from 1 January 2014:

 

Compartment A






Date

Transaction type

 Euro PEC Units

 Sterling PEC Units

PEC Total units





As at 1 January 2014

165,048,227.48

  156,221,963.06

  321,270,190.54






21/01/2014

Monthly conversion

 (990,596.35)

823,531.23

  (167,065.12)

24/02/2014

Monthly conversion

 (2,864,449.52)

2,345,283.23

  (519,166.29)

19/03/2014

Monthly conversion

  (498,046.63)

409,909.76

 (88,136.87)

21/05/2014

PEC subscription

20,517,290.38

                            -  

 20,517,290.38

22/07/2014

Quarterly tender

    (279,142.00)

(7,353.00)

    (286,495.00)

22/07/2014

PEC subscription (*)

30,151,354.00

64,460,777.00

  94,612,131.00

27/08/2014

Monthly conversion

       627,038.43

(495,821.91)

     131,216.52

26/09/2014

PEC subscription

   9,933,954.12

                            -  

    9,933,954.12

28/10/2014

Monthly conversion

  (1,965,043.66)

1,525,412.65

      (439,631.01)

19/11/2014

PEC subscription

                         -  

15,787,268.50

  15,787,268.50

27/11/2014

Monthly conversion

     (842,727.68)

657,340.44

  (185,387.24)

19/12/2014

PEC subscription

                         -  

14,840,174.47

14,840,174.47

29/12/2014

Monthly conversion

      500,551.54

(396,685.83)

      103,865.71

As at 31 December 2014

219,338,410.11

256,171,799.60

475,510,209.71






28/01/2015

Quarterly tender

-

(18,761.00)

(18,761.00)

30/01/2015

Monthly conversion

513,214.14

(396,712.77)

116,501.37

19/03/2015

PEC subscription

8,758,399.31

12,141,487.86

20,899,887.17

26/06/2015

Monthly conversion

(194,835.18)

139,456.04

(55,379.14)

As at 30 June 2015

228,415,188.38

 

Compartment AA






Date

Transaction type

 Euro PECs

 Sterling PECs

PEC Total

19/04/2014

PEC subscription

30,726,311.00

65,855,149.00

96,581,460.00

22/07/2014

PEC redemption (*)

(30,726,311.00)

(65,855,149.00)

(96,581,460.00)

As at 31 December 2014

-

 -

 -

 

No C shares have been issued during the period ended 30 June 2015.

 

(*) - On the 22 July 2014, the Company converted 30,726,311.00 Euro PECs and 65,855,149.00  Sterling PECs (Compartment AA - attached to C shares) into 30,151,354.00 Euro PECs and 64,460,777.00 Sterling PECs respectively (Compartment A - attached to ordinary shares).

 

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.

 

Fair value hierarchy

 

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;

 

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.

 


Level 1

Level 2

Level 3

Six months ended

30 June

2015


(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)


Financial assets





Financial investments held at fair value

through profit and loss

-

-

642,931,137

642,931,137






Financial liabilities





Ordinary shares (*)

636,865,350

-

-

636,865,350

 





Level 1

Level 2

Level 3

Six months ended

30 June

2014


(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)


Financial assets





Financial investments held at fair value through profit and loss

-

-

517,702,077

517,702,077






Financial liabilities





Ordinary shares (*)

517,489,416

-

-

517,489,416













Level 1

Level 2

Level 3

Year ended

31 December

2014


Financial assets





Financial investments held at fair value through profit and loss

-

-

568,219,412

568,219,412






Financial liabilities





Ordinary shares (*)

580,148,023

-

-

580,148,023
















* - Please note for disclosure purposes only Ordinary shares have been disclosed at fair value using the quoted price in accordance with IFRS 13. As disclosed in note 2.2, the Company classifies its ordinary shares as financial liabilities held at amortised cost.

 

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.


Compartment A

Compartment AA

Six months ended

30 June 2015

Total


Balance as at 1 January 2015

568,219,412

-

568,219,412

Purchases of investments (PECs)

26,338,801

-

26,338,801

Subscriptions arising from conversion of investments (PECs)

739,501

-

739,501

Redemption proceeds arising from conversion of investments (PECs)

(755,016)

-

(755,016)

Redemption proceeds arising from quarterly tenders of investments (PECs)

(25,352)

-

(25,352)

Net gains on investments held at fair value

15,628,766

-

15,628,766

Foreign exchange gain on investments held at fair value

32,785,025

-

32,785,025

Balances as at 30 June 2015

642,931,137

-

642,931,137





Total gains and losses on investments for the six months ended 30 June 2015

15,628,766

-

15,628,766

 

During 2015, there were no reclassifications between levels of the fair value hierarchy.

 


Compartment A

Compartment AA

Six months ended

30 June 2014

Total


Balance as at 1 January 2014

365,938,563

-

365,938,563

Purchases of investments (PECs)

21,457,092

110,437,384

131,894,476

Subscriptions arising from conversion of investments (PECs)

4,632,935

-

4,632,935

Redemption proceeds arising from conversion of investments (PECs)

(4,504,214)

-

(4,504,214)

Net gains on investments held at fair value

8,191,702

1,328,652

9,520,354

Foreign exchange gain on investments held at fair value

7,664,784

2,555,179

10,219,963

Balances as at 30 June 2014

403,380,862

114,321,215

517,702,077





Total gains and losses on investments for the six months ended 30 June 2014

8,191,702

1,328,652

9,520,354

 

During 2014, there were no reclassifications between levels of the fair value hierarchy.

 

 


Compartment A

Compartment AA

Year ended

31 December 2014

Total


Balance as at 1 January 2014

365,938,563

-

365,938,563

Purchases of investments (PECs)

187,240,626

110,437,384

297,678,010

Subscriptions arising from conversion of investments (PECs)

8,515,966

-

8,515,966

Redemption proceeds arising from conversion of investments (PECs)

(8,574,614)

(115,467,147)

(124,041,761)

Redemption proceeds arising from quarterly tenders of investments (PECs)

(297,521)

-

(297,521)

Net gains on investments held at fair value

(1,011,700)

1,341,875

330,175

Foreign exchange gain on investments held at fair value

16,408,092

3,687,888

20,095,980

Balances as at 31 December 2014

568,219,412

-

568,219,412





Total gains and losses on investments for the year ended 31 December 2014

(1,011,700)

1,341,875

330,175

 

During 2014, there were no reclassifications between levels of the fair value hierarchy.

 

Quantitative information of significant unobservable inputs - Level 3 - PECs

 

 





Description

30 June

2015

Valuation technique

Unobservable input

Range

(weighted average)










PECs

642,931,137

Adjusted net asset value

Discount for lack of liquidity

0-2%




Net asset value

1.30 (*)

 

 






Description

30 June

2014

Valuation technique

Unobservable input

Range

(weighted average)










PECs

517,702,077

Adjusted net asset value

Discount for lack of liquidity

0-2%




Net asset value

1.18 (*)

 

Description

31December

2014

Valuation technique

Unobservable input

Range

(weighted average)










PECs

568,219,412

Adjusted net asset value

Discount for lack of liquidity

0-3%




Net asset value

1.19 (*)

 

The Directors 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.

 

(*) Net asset value of the Investment Vehicle attributable per PEC unit.

 

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 30 June 2015 and comparative are as shown below:

 

 

As at 30 June 2015

Description

Input

Sensitivity used

Effect on fair value

PECs

Discount for lack of liquidity

2%

12,858,623

 

As at 30 June 2014

Description

Input

Sensitivity used

Effect on fair value

PECs

Discount for lack of liquidity

2%

10,354,042

 

As at 31 December 2014

Description

Input

Sensitivity used

Effect on fair value

PECs

Discount for lack of liquidity

3%

11,364,388

 

Please refer to note 2.2 for valuation methodology of PECs.

 

8. Cash and cash equivalents






Six months ended

30 June

2015

Six months ended 30 June

2014

Year ended

31 December 2014



(Unaudited)

(Unaudited)

(Audited)



Total cash and cash equivalents


327,639

574,791

687,635


9. Payables






Six months ended

30 June

2015

Six months ended 30 June

2014

Year ended

31 December 2014



(Unaudited)

(Unaudited)

(Audited)



Administration fees


(33,235)

(17,545)

(18,105)

Auditors' fees


-

-

(79,899)

Other payables


(129,452)

(84,597)

(74,800)

Total payables


(162,687)

(102,142)

(172,804)


10. Contingent liabilities and  commitments

 

As at 30 June 2015, the Company had no contingent liabilities or commitments (30 June 2014: nil, 31 December 2014: nil).

 

11. Stated capital


Number of shares

Stated capital

Number of shares

Stated capital

Number of shares

Stated capital


30

June

2015

30

June

2015

30

June

2014

30

June

2014

31 December

2014

31 December

2014


(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

(Audited)

(Audited)





Management shares

2

-

2

-

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.

 

Management shares are however entitled to receive an annual cumulative dividend at a fixed rate of £10 per management share (the "Preferred Dividend"), irrespective of whether their management shares are denominated in Sterling or in any other currency.

 

12. Ordinary and C shares

 


Number of shares

Stated capital

Number of shares

Stated capital

Number of shares

Stated capital


30

June

2015

30

June

2015

30

June

2014

30

June

2014

31 December

2014

31 December

2014


(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

(Audited)

(Audited)












Euro ordinary shares

230,375,407

232,389,312

182,886,210

183,561,202

221,230,706

222,993,572

Sterling ordinary shares

270,249,675

386,146,112

161,304,834

201,790,351

258,294,836

336,585,674








Euro C shares

-

-

30,958,500

30,819,187

-

-

Sterling C shares

-

-

66,352,795

82,514,916

-

-

Total

500,625,082

618,535,424

441,502,339

498,685,656

479,525,542

559,579,246








 

 


Ordinary shares

C shares

Six months  ended

30 June

 2015

Total


Balance as at 1 January 2015

559,579,246

-

559,579,246

Issue of shares

26,712,998

-

   26,712,998

Subscriptions arising from conversion of shares

739,622

-

739,622

Redemption proceeds arising from conversion of shares

(755,682)

-

   (755,682)

Redemption proceeds arising from quarterly tenders of shares

(24,857)

-

          (24,857)

Foreign currency exchange loss on shares

32,284,097

-

32,284,097

Balances as at 30 June 2015

618,535,424

-

   618,535,424

 

 






Ordinary shares

C shares

Year ended

31 December

 2014

Total






Balance as at 1 January 2014





356,152,849

-

356,152,849

Issue of shares





21,607,538

111,271,923

132,879,461

Subscriptions arising from conversion of shares

4,502,435

-

4,502,435

Redemption proceeds arising from conversion of shares

(4,515,540)

-

(4,515,540)

Foreign currency exchange loss on shares

7,604,271

2,062,180

9,666,451

Balances as at 30 June 2014



385,351,553

113,334,103

498,685,656

 


Ordinary shares

C shares

Year ended

31 December

 2014

Total


Balance as at 1 January 2014

356,152,849

-

356,152,849

Issue of shares

187,326,998

111,271,923

298,598,921

Subscriptions arising from conversion of shares

8,536,420

-

8,536,420

Redemption proceeds arising from conversion of shares

(8,591,839)

-

(8,591,839)

Redemption proceeds arising from quarterly tenders of shares

(291,716)

-

(291,716)

Redemption proceeds arising for C share conversion

-

(116,263,244)

(116,263,244)

Loss on conversion of C share redemption

-

1,275,565

1,275,565

Foreign currency exchange loss on shares

16,446,534

3,715,756

20,162,290

Balances as at 31 December 2014

559,579,246

-

559,579,246

 

Ordinary shares

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

 

On 19 March 2015, 8,823,766 Euro ordinary shares and 12,232,782 Sterling ordinary shares were issued at a price of €1.0404 and £1.0444, raising gross proceeds of €9,180,246 and £12,775,917 respectively.

 

As at 30 June 2015, the Company had 230,656,282 Euro ordinary shares (inclusive of 280,875 treasury shares) and 270,275,514 Sterling ordinary shares (inclusive of 25,839 treasury shares). 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.

 

Voluntary conversion

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

 

During the period 400,000 Sterling ordinary shares were converted into 517,442 Euro ordinary shares and 196,507 Euro ordinary shares were converted into 140,495 Sterling ordinary shares.

 

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

Dividends are expected to be paid half-yearly. Please refer below for amounts recognised as dividend distributions to ordinary shareholders in the period ended 30 June 2015.

 


Ex-dividend date

Payment date

£ equivalent

€ (*)

For the period ended 30 June  2014





Sterling - £0.01 per share

25/06/2014

22/07/2014

4,032,621

4,910,119

Euro - €0.01 per share

25/06/2014

22/07/2014

-

4,572,155











For the period ended 31 December 2014





Sterling - £0.025 per share

05/02/2015

20/02/2015

6,446,910

8,803,246

Euro - €0.025 per share

05/02/2015

20/02/2015

-

5,543,701






(*) - translated as at dividend payment date.




 

No dividends were declared for the six month period ended 30 June 2015 as at the 30 June 2015. Please refer to note 15 for further information subsequent to the reporting period.

 

Tender offer

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.

 

During the period nil Euro shares (30 June 2014: nil, 31 December 2014: 280,875) and 18,438 Sterling shares (30 June 2014: nil, 31 December 2014: 7,401) were redeemed as part of the Contractual Quarterly Tender facility and held by the Company in the form of treasury shares. Treasury shares do not carry any right to attend or vote at any general meeting of the Company. In addition, the Contractual Quarterly Tenders and the voluntary conversion facility are not available in respect of Treasury shares.

 

As at 30 June 2015, 280,875 (30 June 2014: nil, 31 December 2014: 280,875) Euro shares and 25,839 Sterling shares (30 June 2014: nil, 31 December 2014: 7,401) are held as treasury shares.

 

C shares

On the 3 April 2014, the Company issued two classes of C shares, being Euro C shares and Sterling C shares. 30,958,500 Euro C shares and 66,352,795 Sterling C shares were issued at a price of €1 and £1 per C share respectively.

 

As at 30 June 2015, the Company held nil Euro C shares (30 June 2014: 30,958,500, 31 December 2014: nil) and nil Sterling C shares (30 June 2014: 66,352,795, 31 December 2014: nil).

 

C Shares do not carry any right to attend or vote at any general meeting of the Company (but holders of C shares are entitled to receive notice of such general meetings). In addition, the Contractual Quarterly Tenders and the voluntary conversion facility are not available in respect of C Shares, although they are available to holders of ordinary shares arising on the Conversion of their C shares.

 

Notwithstanding any other provision of the Articles, the holders of any class of C Shares will be entitled to receive such dividends as the Directors may resolve to pay to such holders out of the assets attributable to such class of C Shares (as determined by the Directors).

 

In accordance with paragraph 11 of IAS 32 (Financial Instruments: Presentation), C shares are classified as a liability prior to conversion due to the inherent variability of the number of ordinary shares attributable to C shareholders on conversion.

 

 

Basic and diluted earnings per share









30

June

2015

30

June

2015

30

June

2014

30

June

2014

31 December

2014

31 December

2014


(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

(Audited)

(Audited)


£

£

£








Euro ordinary shares







(Decrease) / increase in net assets for the period / year

-

6,857,831

-

(835,299)

-

(701,713)

Earnings per share

-

0.030200

-

(0.004966)

-

(0.003665)








Sterling ordinary shares






(Decrease) / increase in net assets for the period /year

6,452,611

8,007,046

(653,591)

(795,812)

(568,087)

(704,939)

Earnings per share

0.024338

0.030200

(0.004079)

(0.004966)

(0.002954)

(0.003665)








Euro C shares







Increase in net assets for the period/ year

-

-

-

293,073

-

-

Earnings per share

-

 -

-

0.009467

-

-








Sterling C shares

-

-

515,882

628,139

-

-

Increase in net assets for the period / year

-

-

0.007775

0.009467

-

-

Earnings per share














13. Net asset value per share









30

June

2015

30

June

2015

30

June

2014

30

June

2014

31 December

2014

31 December

2014


(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

(Audited)

(Audited)


£

£

£

Euro ordinary shares







Net asset value

-

241,493,770

-

187,466,496

-

226,691,757

Net asset value per share

-

1.0483

-

1.0250

-

1.0247








Sterling ordinary shares






Net asset value

284,862,067

401,684,001

165,607,000

206,910,372

265,696,406

342,137,262

Net asset value per share

1.0541

1.4863

1.0268

1.2827

1.0287

1.3246








Euro C shares







Net asset value

-

-

-

31,078,929

-

-

Net asset value per share

-

-

-

1.0039

-

-








Sterling C shares







Net asset value

-

-

66,621,607

83,176,385

-

-

Net asset value per share

-

-

1.0035

1.2535

-

-

 

14.  Related Party Disclosure

 

All transactions between related parties were conducted on terms equivalent to those prevailing in an arm's length transaction.

 

The Directors are entitled to remuneration for their services. Please refer to Note 5 for further detail.

 

15. Material events after the Statement of Financial Position date

 

Management has evaluated subsequent events for the Company through 24 August 2015, 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 2 July 2015, the Company declared a dividend of €0.025 per Euro ordinary share (total €5,759,385) and £0.025 per Sterling ordinary share (total £6,748,267). The dividend was paid to Shareholders on 7 August 2015. On 7 August 2015 the Company declared and paid a preferred dividend of £4.60 per management share.

 

On 30 July 2015, the Company converted 319,013 Sterling ordinary shares into 452,787 Euro ordinary shares. As a result of this conversion, the Company had 230,656,282 Euro ordinary shares and 269,926,882 Sterling ordinary shares (inclusive of treasury shares).

 

On 10 August 2015, the Company announced a tender request of 37,446,615 Euro ordinary shares and 1 Sterling ordinary share in respect to the September 2015 quarterly tender process. 

 

On 12 August 2015, 348,632 Sterling ordinary shares were tendered in line with the Company's Contractual Quarterly tender mechanism. These shares have been transferred to the Company's name and held in treasury.

 

On 28 August 2015, the Company will convert 947,232 Euro ordinary shares into 666,439 Sterling ordinary shares. As a result of this conversion, the Company will have 230,161,837 Euro ordinary shares and 270,622,940 Sterling ordinary shares (inclusive of treasury shares).

 

16. Controlling party

 

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

 

 

Company information

 







Registered Office


Advocates to the Company

Liberté House


(as to Jersey law)

19-23 La Motte Street

St Helier, Jersey 

JE2 4SY

 


Bedell Cristin

26 New Street

St Helier, Jersey

JE2 3RA




Investment Vehicle Manager


Custodian

CVC Credit Partners Investment Management Limited


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

111 Strand, London

WC2R 0AG

 


19-23 La Motte Street

St Helier, Jersey 

JE2 4SY




Corporate Services Manager


Reporting Accountant and Auditor

CVC Credit Partners Investment Services

Management Limited


Ernst & Young LLP

25 Churchill Place

22-24 Seale Street,

St. Helier, Jersey

JE2 3QG


London

SE1 2AF

 




Corporate Brokers


Administrator and Company Secretary

Goldman Sachs International

Peterborough Court, 133 Fleet Street


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

London

EC4A 5ER

 


19-23 La Motte Street

St Helier, Jersey 

JE2 4SY

Dexion Capital plc

1 Tudor Street

London

EC4Y 0AH


 

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

 

Solicitors to the Company


Registrar

(as to English law and U.S. securities law)


Capita Registrars (Jersey) Limited

Paul Hastings LLP

Ten Bishops Square

Eighth Floor

London

E1 6EG


12 Castle Street

St Helier, Jersey

JE2 3RT






Receiving Agent



Capita Registrars



Corporate Actions



The Registry, 34 Beckenham Road

Beckenham, Kent

BR3 4TU

 

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 Half-Yearly 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

 

 

 

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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