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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| CVC Income & Growth Limited | LSE:CCPG | London | Ordinary Share | Ordinary Shares |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 93.20 | 93.20 | 95.80 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Apr 2019 to Apr 2024
TIDMCCPG
RNS Number : 4354B
CVC Credit Partners European OpsLtd
20 September 2018
20 September 2018
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 MONTHSED 30 JUNE 2018
HALF YEARLY BOARD report
financial highlights, performance summary and dividend history
Financial highlights
Performance summary
Hot Features
Premium
As at As at
30 June 31 December
2018 2017
Net Asset Value ("NAV")
per Euro Share EUR1.0962 EUR1.0933
Euro Share price (bid price)(1) EUR1.1100 EUR1.1000
Premium to NAV (based on published NAV)(2) 1.26% 0.61%
Net Asset Value per Sterling GBP1.1273 GBP1.1190
Share
Sterling Share price (bid GBP1.1300 GBP1.1250
price)(1)
Premium to NAV (based on published NAV)(2) 0.24% 0.53%
Period highs and lows
Six months ended Year ended 31 December
30 June 2018 2017
High Low High Low
Net Asset Value per
Euro Share EUR1.1024 EUR1.0878 EUR1.1085 EUR1.0560
Euro Share price (bid
price)(1) EUR1.1100 EUR1.0500 EUR1.1300 EUR1.0080
Net Asset Value per
Sterling Share GBP1.1313 GBP1.1149 GBP1.1314 GBP1.0720
Sterling Share price
(bid price)(1) GBP1.1400 GBP1.0950 GBP1.1550 GBP1.0200
Number of shares in issue as at 30 June 2018:
121,344,131 Euro Shares(3) (31 December 2017: 122,972,583 Euro Shares)(3)
300,948,694 Sterling Shares(4) (31 December 2017: 296,201,850 Sterling Shares)(4)
Market capitalisation as at 30 June 2018:
Euro Share class: EUR134,691,985 (31 December 2017: EUR135,269,841)
Sterling Share class: GBP340,072,024 (31 December 2017: GBP333,227,081)
Dividend history
Year ended Total dividend paid Total dividend paid
per Euro Share per Sterling Share
2014 EUR0.0350 GBP0.0350
2015 EUR0.0500 GBP0.0500
2016(5) EUR0.0625 GBP0.0625
2017(6) EUR0.0525 GBP0.0525
Dividends paid during the period ended 30 June 2018
Payment date Dividend paid Dividend paid
per Euro Share per Sterling Share
16/03/2018 EUR0.01375 GBP0.01375
15/06/2018 EUR0.01375 GBP0.01375
Please refer to note 14 for further information subsequent to the reporting period.
(1) - Source: Bloomberg
(2) - As the Company ordinary shares are traded on the London Stock Exchange's Main Market, the share price may be higher or lower than the NAV. The difference is known as a discount or premium. The Company's premium to NAV is calculated by expressing the difference between the period end Euro and Sterling Share price (bid price) and the period end NAV per share as a percentage of the NAV per share.
(3) - Excludes 10,000,000 (31 December 2017: 49,856,335) Euro Shares held as treasury shares
(4) - Excludes 56,926,490 (31 December 2017: 25,810,040) Sterling Shares held as treasury shares
(5) - As a result of the Company amending the frequency of its dividend payments to a quarterly basis rather than a semi-annual basis during 2016, shareholders received an additional EUR0.0125 and GBP0.0125 dividend per Euro and Sterling Share respectively.
(6) - During the prior year the Company increased its target annual dividend to 5.5 cents per Euro Share and 5.5 pence per Sterling Share.
chairman's statement
Introduction
I am pleased to be able to write to you to report another successful six months for the Company. The EUR and GBP class net asset values per share increased by 0.26% and 0.74% respectively over the period. A detailed analysis of the performance of the Investment Vehicle's portfolio is set out in the Investment Vehicle Manager's report below and is thus not repeated here, but it is notable that once again the credit opportunity sub-class delivered significant returns, whilst performing credit yields continued to track at historically low levels, albeit showing improvement from the previous half-year.
Performance in Context
I reflected in my statement accompanying the audited financial statements for the year ended 31 December 2017 that the future economic direction of developed markets would depend on the reaction of monetary policy makers to global growth. We have seen, and expect to continue to see, monetary tightening in the US through rate rises and the EU through constrained QE, and thus far the pace of adjustments seems commensurate with a controlled and measured economic expansion. This continues to provide a benign economic backdrop to our asset class, with this view tempered only by the UK's continuing inability to bring Brexit negotiations to a satisfactory close, with increasing potential for economic disruption arising from an uncontrolled exit from the EU, and the ongoing attempts by the Trump administration to structurally change the US's terms of trade with the international community. We have seen no material negative effects from these features within our portfolio to date, but continue to monitor both carefully. As anticipated in our base case for 2018, the positive macro environment has seen new primary supply via M&A activity along with a strong secondary underpinning through the macro environment, and we have not varied our base case during the year to date.
As a result, we continue to be of the opinion that the Investment Vehicle Manager is well placed to continue to source attractive risk adjusted positions for the Investment Vehicle that have the capacity to continue to deliver target total returns.
Corporate Activities
The Company has continued to see demand for its shares during 2018 to date, resulting in ongoing issuance from our stock of treasury shares. As a result, the Company has instructed its advisors to prepare a placing programme prospectus for release in September 2018, thus enabling the Company to continue to expand the Company's market capitalisation and diversify the share register, should market conditions permit.
Dividend Yield
The Company's dividend yield has remained stable during the period.
Other Matters
As always, I would like to thank my fellow Directors, the portfolio management team at CVC Credit Partners Investment Management Limited, 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
20 September 2018
executive sUMMARY
Corporate summary
The Company is a closed-ended investment company limited by shares, registered and incorporated in Jersey under the Companies (Jersey) Law 1991 on 20 March 2013, with registration number 112635. The Company's Share capital consists of Euro Shares and Sterling Shares and is denominated in Euro and Sterling respectively. The Company's Euro Shares and Sterling Shares are listed on the Official List of the UK Listing Authority and admitted to trading on the Main Market of the London Stock Exchange. Details of the shares in issue are detailed within the financial highlights section above.
The Company is self-managed and the Directors have invested the net proceeds from share issues into Compartment A of an existing European credit opportunities investment vehicle, CVC European Credit Opportunities S.à r.l. (the "Investment Vehicle"), managed by CVC Credit Partners Investment Management Limited (the "Investment Vehicle Manager").
The Company is a member of the Association of Investment Companies ("AIC") and is regulated by the Jersey Financial Services Commission.
Significant events during the six months ended 30 June 2018
Sale of treasury shares
Excluding shares sold to Conversion SPV Limited (the "Conversion Vehicle") as detailed below, the Company completed the following sale of Euro and Sterling treasury shares during the period. All treasury shares were sold at a premium to the relevant published NAV.
Euro Shares Sterling Shares
Treasury shares sold 2,225,000 4,400,000
Gross proceeds received EUR2,455,813 GBP4,965,180
Contractual quarterly tenders
The Company completed the following tenders under its Contractual Quarterly Tender mechanism during the period. All of the shares tendered were transferred into the Company's name and held in treasury.
Quarterly Settlement Euro Shares Euro Share Sterling Sterling
tender date tendered tender price Shares Share
tendered tender price
December 12/02/2018 - - 14,660 GBP1.1090
2017
March 2018 15/05/2018 3,933,091 EUR1.0855 24,433 GBP1.1135
Please refer to note 6 and note 10 for further details.
Scrip dividend
The Company issued the following shares under the scrip dividend scheme during the period.
Scrip issue date Euro scrip Euro Shares Sterling Sterling
reference issued scrip reference Shares issued
price price
16/03/2018 EUR1.1020 311,042 GBP1.1275 105,310
15/06/2018 EUR1.0930 71,534 GBP1.1340 20,912
Announcement of placing of treasury shares
On 5 June 2018, the Company announced a placing of the Company's shares that were held in treasury. Ahead of the placing close, the Company converted all but 10,000,000 Euro treasury shares into Sterling Shares (see below). The placing closed on 5 July 2018 (refer to note 14 for further detail).
Treasury share convertor mechanism
At the 2016 Annual General Meeting the Company requested, and received, shareholder approval to create a mechanism whereby treasury shares held by the Company be converted from one currency denomination to another in accordance with the procedure set out in the Articles. As the conversion cannot take place while the treasury shares are held by the Company it was proposed that a facility be created so that some or all of the treasury shares be sold to a related party, who would be willing to facilitate the conversion of the treasury shares from one currency denomination to another. The treasury share convertor mechanism was put in place to provide the Company with a means of converting one class into another to meet the demand in the market from time to time.
Accordingly on the 11 September 2017, the Company established the CCPEOL Purpose Trust (the "Trust"), a business purpose trust established under Jersey law. The purpose of the Trust is the facilitation of the conversion of the treasury shares by the incorporation of a company, Conversion SPV Limited (the "Conversion Vehicle"), who would purchase the treasury shares from the Company, convert them into shares of the other currency denomination and sell those converted shares back to the Company. The Chairman of the Company was appointed as the enforcer of the Trust.
The Company completed the following share conversions under the treasury share convertor mechanism during the period:
On 21 June 2018, the Company announced the sale of 41,564,426 Euro treasury shares to the Conversion Vehicle, which completed on 22 June 2018. Subsequently, the Company issued a facilitation request pursuant to the Share Subscription, Conversion and Repurchase Agreement to the Conversion Vehicle requiring the Conversion Vehicle to convert those 41,564,426 Euro Shares held by it into Sterling Shares. The 41,564,426 Euro Shares were converted into 35,477,357 Sterling Shares at a ratio of 0.853551, calculated in accordance with the share conversion provisions appearing in the Company's Articles.
On 28 June 2018, the conversion process was completed with the Company purchasing 35,477,357 Sterling Shares from the Conversion Vehicle and holding them in treasury. The transactions had no material impact on the Company's liquidity or its NAV.
Investment Objective and Policy
Company investment objective
The Company's investment objective is to provide shareholders with regular income returns and capital appreciation from a diversified portfolio of predominantly sub-investment grade debt instruments.
Company asset allocation
On 26 June 2018, the shareholders approved an amendment to the Company's investment policy whereby the minimum level of the Investment Vehicle's gross assets invested in obligations of companies/borrowers domiciled, or with material operations, in Western Europe was reduced from 70 per cent. to 60 per cent. The revised investment policy is detailed below:
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.
The investment policy of the Investment Vehicle is subject to the following limits (the "investment limits"):
-- A minimum of 50 per cent. of the Investment Vehicle's gross assets will be invested in senior secured obligations (which, for the purposes of this investment limit will include cash and cash equivalents).
-- A minimum of 60 per cent. of the Investment Vehicle's gross assets will be invested in obligations of companies/borrowers domiciled, or with material operations, in Western Europe.
-- A maximum of 7.5 per cent. of the Investment Vehicle's gross assets will be invested at any given time in obligations of a single borrower subject to a single exception at any one time permitting investment of up to 15 per cent. in order to participate in a loan to a single borrower, provided the exposure is sold down to a maximum of 7.5 per cent. within 12 months of acquisition.
-- A maximum of 7.5 per cent. of the Investment Vehicle's gross assets will be invested in credit loan obligation securities.
-- A maximum of 25 per cent. of the Investment Vehicle's gross assets will be invested in CVC Capital Portfolio Company debt obligations calculated as invested cost as a percentage of the Investment Vehicle's gross assets.
The Investment Vehicle is permitted to borrow up to an amount equal to 100 per cent. of the NAV of the Investment Vehicle at the time of borrowing (the "borrowing limit").
General
The investment objective and investment policy of the Investment Vehicle are consistent with the investment objective and investment policy of the Company. In the event that changes are made to the investment objective or investment policy of the Company or of the Investment Vehicle (including the investment limits and/or the borrowing limit), the Directors will seek Shareholder approval of changes which are either material in their own right or, when viewed as a whole, together with previous non-material changes, constitute a material change from the published investment objective or policy of the Company.
Company borrowing limit
The Company may borrow up to 15 per cent. of the NAV of the Company for the sole purpose of purchasing or redeeming its own shares otherwise than pursuant to Contractual Quarterly Tenders.
Investment strategy and approach
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 Vehicle Manager's investment strategy for the Investment Vehicle is to make loan or bond investments in 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.
Based on the market opportunity and relative value, 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.
Further information in respect to the Investment Vehicle Manager portfolio and performance as at 30 June 2018 can be found in the Investment Vehicle Manager Report which is incorporated within this Half Yearly Financial Report below.
Director interests
Information on each Director is shown below.
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.
Principal risks and uncertainties
When considering the total return of the Company, the Directors take account of the risk which has been taken in order to achieve that return. The Directors have carried out a robust assessment of the principal risks facing the Company including those which would threaten its business model, future performance, solvency or liquidity. The following risk factors have been identified and are listed below:
-- Supply and demand -- Investment portfolio concentration -- Liquidity -- Foreign exchange risk -- Macro-economic factors -- Capital management risks
Information on these risks and how they are managed is given in the Annual Financial Report for the year ended 31 December 2017. In the view of the Board these principal risks and uncertainties are as applicable to the remaining six months of the current financial year as they were in the six months under review.
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 condensed attached financial statements.
Going concern
Under the AIC Code of Corporate Governance ("AIC Code") and applicable regulations, the Directors are required to satisfy themselves that it is reasonable to assume that the Company is a going concern from the date of approval of this Half Yearly Financial Report.
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 condensed financial statements, no material uncertainties exist that may cast significant doubt concerning the Company's ability to continue for a period of at least twelve months from the date of approval of the condensed financial statements. The Directors consider it is appropriate to adopt the going concern basis in preparing this Half Yearly Financial Report.
Future strategy
The Board continues to believe that the investment strategy and policy adopted by the Investment Vehicle is appropriate for and is capable of meeting the Company's objectives. The overall strategy remains unchanged and it is the 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.
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.
Board members
All the Directors are non-executive.
CHAIRMAN
Richard Michael Boléat. 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 and 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, which is listed on Euronext, and Phaunos Timber Fund Limited and Funding Circle SME Income Fund Limited both of which are listed on the London Stock Exchange. 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).
Directors
Mark Richard Tucker. 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 also serves as a non-executive director to several other offshore structures.
David Alan Wood. 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. Mr Wood continues to sit on the CVC Credit Partners Conflicts Committee.
investment vehicle manager's report
Summary
The Investment Vehicle Manager is pleased with the portfolio performance for the period ended 30 June 2018. Each strategy has performed to expectations and the Investment Vehicle Manager remains optimistic with regards to the growing opportunity within the Performing Credit and Credit Opportunities segments of the portfolio given the continued flow of assets seen across the desk.
Portfolio
As at 30 June 2018 the Investment Vehicle portfolio was invested in-line with investment policy, was diversified with 80 issuers(1) across 29 different industries and 14 different countries, and had exposure of no more than 5.2% to any single issuer.
Portfolio Statistics
As at As at
30 June 2018 31 December
2017
Percentage of Portfolio in
Floating Rate Assets 91.5% 87.6%
------------- ------------
Percentage of Portfolio in
Fixed Rate Assets 8.5% 12.3%
------------- ------------
Percentage of Portfolio in
Other - 0.1%
------------- ------------
Weighted Average Price(3) 95.3 94.9
------------- ------------
Yield to Maturity 8.2% 7.1%
------------- ------------
Current Yield 6.3% 5.8%
------------- ------------
Weighted Average Fixed Rate
Coupon 7.6% 7.1%
------------- ------------
Weighted Average Floating Rate
plus Margin 5.0% 5.0%
------------- ------------
5 Largest Issuers as at 30 June 2018(1)
Issuer % of Gross Assets Industry Country
Saur 5.2 Ecological France
-------------------- ---------------- --------
Camaieu 3.1 Retail France
-------------------- ---------------- --------
Zodiac 3.1 Leisure France
-------------------- ---------------- --------
Ambac 3.0 Finance U.S.
-------------------- ---------------- --------
Celsa 2.9 Metals & Mining Spain
-------------------- ---------------- --------
5 Largest Issuers as at 31 December 2017(1)
Issuer % of Gross Assets Industry Country
------------------ ------------------------- --------
Saur 5.1 Ecological France
------------------ ------------------------- --------
Camaieu 3.2 Retail France
------------------ ------------------------- --------
Ambac 3.0 Finance U.S.
------------------ ------------------------- --------
Ceva 2.9 Transport & Logistics UK
------------------ ------------------------- --------
Dubai World 2.9 Diversified/Conglomerate UAE
Service
------------------ ------------------------- --------
5 Largest Industry Positions as at 30 June
2018(1)
Retail Store 13.6%
-----
Diversified/Conglomerate Service 9.1%
-----
Broadcasting and Entertainment 7.5%
-----
Electronics 6.8%
-----
Chemicals, Plastics and Rubber 6.0%
-----
5 Largest Industry Positions as at 31 December
2017(1)
Diversified/Conglomerate Service 11.0%
-----
Retail Store 11.0%
-----
Electronics 10.0%
-----
Finance 6.0%
-----
Ecological 6.0%
-----
(1) - Excludes 6 (31 December 2017: 11) 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.
Geographical Breakdown by issuer As at As at
country(1) 30 June 2018 31 December
2017
France 22.2% 24.0%
------------- ------------
UK 21.9% 21.8%
------------- ------------
U.S. 17.7% 22.8%
------------- ------------
Spain 9.4% 5.6%
------------- ------------
Netherlands 8.9% 7.1%
------------- ------------
Luxembourg 7.5% 4.9%
------------- ------------
Germany 4.1% 6.3%
------------- ------------
UAE 3.0% 3.5%
------------- ------------
Other 5.3% 4.0%
------------- ------------
Currency Breakdown As at As at
30 June 2018 31 December
2017
EUR 51.5% 43.1%
------------- ------------
USD 33.2% 39.8%
------------- ------------
GBP 15.3% 17.1%
------------- ------------
Asset Breakdown As at As at
30 June 2018 31 December
2017
Loans (1st Lien) 70.9% 59.1%
------------- ------------
Senior Secured Bonds 15.4% 11.4%
------------- ------------
Loans (2nd Lien) 7.4% 8.9%
------------- ------------
PIK 3.1% 2.9%
------------- ------------
Structured 1.2% 3.6%
------------- ------------
Cash 3.7% 14.3%
------------- ------------
Other -1.7% -0.2%
------------- ------------
Performance
As at the end of June 2018, floating rate instruments comprised 91.5% of the portfolio. Current yield of the asset pool at period end was 6.3%.
The Investment Vehicle Manager was pleased with the performance through H1 2018. The portfolio's total return (net of fees, including dividends reinvested) was 2.8% to Euro investors and 3.3% to Sterling investors. The Credit Suisse Western European HY Index hedged to Euro was down 1.37% for the year to date and the Credit Suisse European Leveraged Loan Index hedged to Euro was up 0.90% for the year to date.
The Core Income segment of the portfolio delivered 0.3% to gross portfolio performance based on a 42% average allocation of the portfolio. The Credit Opportunities segment of the portfolio delivered a gross 7% return, which equates to a 3.5% gross portfolio performance contribution based on a 49% average allocation of the portfolio.
Market Review and Outlook
Through the first half of the year, the divergent monetary policy across the US and Europe continued to impact markets. A strong US economy gave the Fed the reason to raise interest rates again in June and signal 2 further hikes to come this year, followed by 3 more next year. In contrast, after more disappointing data and low core inflation, the ECB guided that while quantitative easing would come to an end, interest rates will be held until mid-2019. In the UK, the BoE was expected to raise rates in May following positive UK retail sales and the lowest unemployment measure since 1975 indicating firming wage pressure, however, the BoE took until early August to implement a 25bp increase with further rises likely to be tied to the outcome of Brexit negotiations.
Despite a sharp increase in Italian government borrowing, costs post elections (and expected fiscal largesse from the new government), contagion to other European bond markets was minimal. Surveys suggest that support for the Euro in Italy has actually risen, with only 29% in favour of leaving the Euro, 61% in favour of staying and the rest unsure. As a result, it feels as though Italian politics is unlikely to become a systemic issue for European markets but it could remain a source of volatility in the near term. The other area of weight on markets through 2018 has been the initiation of protectionist trade policies. This impacted emerging market equities and European equities, specifically in automobiles which are suffering from fears that US tariffs could be applied to car imports. The conclusion of this posturing is hard to predict, but the longer this drags on the greater the risk that it starts to impact sentiment more broadly.
Year to date ("YTD") issuance of EUR104.5bn (EUR104.5bn last year) comprises EUR62.5bn loans (EUR58.4bn) and EUR42.0bn High Yield ("HY") (EUR46.1bn). YTD loan volumes have been 70% acquisition, 23% refinancing with the balance being recaps. YTD bond volumes have been 59% refinancing, 31% acquisitions with the balance being recaps and general corporate purposes.(a)
Term Loan B new issue spreads leading into the end of H1 were E+375 which compares with E+364 at the start of the year (Jun'18 Yield to Maturity ("YTM") 4.06% vs. 3.75% Jan'18) while total leverage stats have actually declined, from 5.56x to 5.16x (first Lien leverage down from 4.84x to 4.48x).(a)
In the HY space, single B new issue YTMs on a rolling 3 month basis widened out to 6.24% from 5.31% at the end of 2017 (+93bps), with BB new issue hitting 3.80% versus 2.91% (+89bps). YTD'18 has seen 47% of single B deal prices at or wide of guidance versus 15% for YTD'17 (42% versus 17% for BB deals). Again, as seen in loans, the actual leverage for bond deals have declined over the period, being 4.5x for Q2'18, 5.2x for Q4'17 and 4.9x Q2'17. B versus BB spread differential has remained at 240-245bps throughout the period.(a)
Market Opportunity in Credit Opportunities
As highlighted at the start of 2018, the Investment Vehicle Manager continues to identify opportunities in the credit markets.
Most notably, the themes across industry segments (Retail, Energy) and geography (UK, Italy) continue to create periods of asset price volatility and this is expected to continue through the year. Protectionist trade policies are also becoming a consideration as the impact for now, although relatively small, may change the operating model of a number of industries as this evolves.
In addition, the impact of continued divergent monetary policy in developed economies is driving investors to consider asset allocations - in particular as the US economy sees positive momentum giving the Fed room to normalise rates and now also in Europe where the ECB has begun the gradual reduction in stimulus and looks towards 2019 for a policy change. In context, the US economy is showing signs of moving towards a late credit cycle where higher rates (although somewhat mitigated by other fiscal reforms) may build stress on levered balance sheets as the cycle continues to mature and corporates adjust.
The Investment Vehicle Manager continues to evaluate credits in the Telecom, Steel, Construction, Industrials, Manufacturing, Energy, Pharma and Retail space across multiple geographies.
By taking advantage of the growing CVC global network, the Investment Vehicle Manager expects to be able to continue to identify investment opportunities and deploy capital for this strategy.
Source: (a) S&P LCD - July 2018
Conclusion
The portfolio has once again outperformed broader market indices. The combination of Performing Credit providing stable yield exposure alongside the higher yielding Credit Opportunities strategy provides a balanced portfolio risk profile in differing market environments.
Overall, economic growth still looks broadly healthy across geographies and corporate earnings are growing, but we see a number of risks going into H2 2018, particularly political and rate risks. Both of these are building opportunities across the credit spectrum for the strategy.
CVC Credit Partners Investment Management Limited
Investment Vehicle Manager
20 September 2018
The indices referred to herein (including the Credit Suisse Western European HY Index hedged to Euro and the Credit Suisse Western ELLI hedged to Euro) are widely recognised, unmanaged indices of market activity and have been included as general indicators of market performance. There are significant differences between the types of investments made or expected to be made by funds under management and the investments covered by the indices, and the methodology for calculating returns. For example, the Credit Suisse Western European HY Index is designed as an objective proxy for the investable universe of the Western European high yield debt market. Additionally, the Credit Suisse Western ELLI is designed to mirror the investable universe of the Western European leveraged loan market where the loans eligible for inclusion must be denominated in US$ or Western European currencies and must have a minimum outstanding amount of 100m (in local currency). In contrast, CVC Credit Partners may have discretion whether to reinvest such payments during any relevant commitment period. Moreover, coupon payments received by a fund after the expiration of any commitment period typically will not be reinvested.
It should not be assumed that a fund will invest in any specific equity or debt investments, such as those that comprise the indices, nor should it be understood that there will be a correlation between any fund's returns and those of the indices. It should not be assumed that correlations to the indices based on historical returns will persist in the future. No representation is made that a fund will replicate the performance of any of the indices. The indices are included for general, background informational purposes only and recipients should use their own judgment to appropriately weight or discount their relevance to the fund.
Directors' Statement of Responsibilities
The Directors are responsible for preparing the Half Yearly Financial Report in accordance with applicable Jersey law and regulations.
The Directors confirm to the best of their knowledge that:
-- the unaudited condensed financial statements within the Half Yearly Financial Report have been prepared in accordance with IAS 34 - Interim Financial Reporting, as adopted by the European Union ("EU") and give a true and fair view of the state of the affairs of the Company as at 30 June 2018, as required by the Financial Conduct Authority's ("FCA") Disclosure Guidance and Transparency Rule ("DTR") 4.2.4R;
-- the Chairman's Statement, the Investment Vehicle Manager's Report, the Executive Summary and the notes to the condensed financial statements include a fair review of the information required by:
a) DTR 4.2.7R, being an indication of important events that have occurred during the six months ended 30 June 2018 and their impact on the unaudited 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, being related party transactions that have taken place during the six months ended 30 June 2018 and that have materially affected the financial position or performance of the Company during that period.
Richard Michael Boléat Mark Richard Tucker
Chairman Audit Committee Chairman
20 September 2018
INDEPENT REVIEW REPORT TO CVC CREDIT PARTNERS EUROPEAN OPPORTUNITIES LIMITED
Introduction
We have been engaged by the CVC Credit Partners European Opportunities Limited (the 'Company') to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2018 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 related notes 1 to 15 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 (ISRE) "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 Guidance 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 International Financial Reporting Standards 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 2410 (ISRE), "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 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 2018 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.
Ernst & Young LLP
London
20 September 2018
CONDENSED Statement of comprehensive income
For the six months ended 30 June 2018
Six months Six months
ended ended
30 June 30 June
2018 2017
(Unaudited) (Unaudited)
Notes EUR EUR
------------------------------------------------- ------ ------------- ------------
Income
Investment income 3 14,094,301 9,737,677
Net gains on financial assets held at
fair value through profit or
loss 6 2,340,454 15,707,173
Foreign exchange gain/(loss) on financial
assets held at fair value through profit
or loss 6 1,409,989 (7,209,075)
Foreign exchange (loss)/gain
on ordinary shares 12 (1,418,284) 7,204,361
Other net foreign currency exchange gain/(loss)
through profit or loss 4,937 (16,241)
16,431,397 25,423,895
------------------------------------------------- ------ ------------- ------------
Expenses
Operating expenses 4 (545,465) (408,953)
Partial termination fee 7 (19,804) (291,829)
-------------------------------------------------- ------ ------------- ------------
(565,269) (700,782)
------------------------------------------------- ------ ------------- ------------
Profit before finance costs
and taxation 15,866,128 24,723,113
-------------------------------------------------- ------ ------------- ------------
Bank charges (6,565) (4,630)
Share issue costs 4 (81,014) (31,066)
Finance costs - dividend payment 10 (12,715,721) (8,941,379)
-------------------------------------------------- ------ ------------- ------------
Profit before taxation 3,062,828 15,746,038
-------------------------------------------------- ------ ------------- ------------
Taxation - -
Increase in net assets attributable to
shareholders from operations 3,062,828 15,746,038
-------------------------------------------------- ------ ------------- ------------
Earnings per Euro Share 10 EUR0.007231 EUR0.048516
-------------------------------------------------- ------ ------------- ------------
Earnings per Sterling Share (Sterling
equivalent) 10 GBP0.006362 GBP0.035172
-------------------------------------------------- ------ ------------- ------------
All items in the above statement are derived from continuing operations.
The Company has no items of other comprehensive income, and therefore the increase in net assets attributable to ordinary shareholders 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 2018
30 June 31 December
2018 2017
(Unaudited) (Audited)
Notes EUR EUR
----------------------------------------- --- ------ -------------- --------------
Assets
Cash and cash equivalents 1,303,308 588,911
Prepayments 65,540 36,856
Financial assets held at fair value
through profit or loss 6 515,341,685 507,308,415
---------------------------------------------- ------ -------------- --------------
Total assets 516,710,533 507,934,182
---------------------------------------------- ------ -------------- --------------
Liabilities
Payables 7 (211,134) (256,050)
Total liabilities (211,134) (256,050)
---------------------------------------------- ------ -------------- --------------
Net assets attributable to shareholders 11 516,499,399 507,678,132
---------------------------------------------- ------ -------------- --------------
The condensed financial statements were approved by the Board of Directors on 20 September 2018 and signed on its behalf by:
Richard Michael Boléat Mark Richard Tucker
Chairman Audit Committee Chairman
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 2018 (Unaudited)
Net assets
attributable
to shareholders
Note EUR
------------------------------------------------------------- -----------------
As at 1 January 2018 507,678,132
-------------------------------------------------------- --- -----------------
Issuance and subscriptions arising from conversion
of ordinary shares 10 9,340,054
Redemption payments arising on conversion and tender
of ordinary shares 10 (4,999,899)
Increase in net assets attributable to shareholders
from operations 3,062,828
Net foreign currency exchange loss on opening ordinary
shares and ordinary
shares issued during the year 1,418,284
As at 30 June 2018 516,499,399
-------------------------------------------------------- --- -----------------
For the six months ended 30 June 2017 (Unaudited)
Net assets
attributable
to shareholders
Note EUR
------------------------------------------------------------- -----------------
As at 1 January 2017 405,526,279
-------------------------------------------------------- --- -----------------
Subscriptions arising from sale of treasury shares 10 3,472,906
Redemption payments arising on conversion and tender
of ordinary shares 10 (31,211,030)
Increase in net assets attributable to shareholders
from operations 15,746,038
Net foreign currency exchange gain on opening ordinary
shares and ordinary
shares issued during the year (7,204,361)
As at 30 June 2017 386,329,832
-------------------------------------------------------- --- -----------------
The notes form an integral part of these condensed financial statements.
CONDENSED statement of cash flows
For the six months ended 30 June 2018
Six months Six months
ended ended
30 June 30 June
2018 2017
(Unaudited) (Unaudited)
Notes EUR EUR
--------------------------------------------- ------ -------------- --------------
Cash inflow from operating activities
Profit from ordinary activities before
taxation(1) 3,062,828 15,746,038
Adjustments to reconcile profit before
tax to net cash flows:
Net gain on financial assets held at
fair value through profit or loss 6 (2,340,454) (15,707,173)
Foreign exchange (gain)/loss on investments
held at fair value through profit or
loss 6 (1,409,989) 7,209,075
Foreign currency exchange loss/(gain)
on ordinary shares 12 1,418,284 (7,204,361)
Bank charges 6,565 4,630
Share issue costs 4 81,014 -
Finance costs - dividend payment 10 12,715,721 8,941,379
13,533,969 8,989,588
--------------------------------------------- ------ -------------- --------------
Changes in working capital
(Increase)/decrease in prepayments (28,684) 2,888
(Decrease)/increase in payables (44,916) 101,222,110
--------------------------------------------- ------ -------------- --------------
Cash provided by operations 13,460,369 110,214,586
--------------------------------------------- ------ -------------- --------------
Purchase of financial assets held at
fair value through profit or loss 6 (9,267,021) (104,936,106)
Proceeds from redemption of financial
assets held at fair value through profit
or loss 6 4,984,194 31,162,304
Net cash provided by operating activities 9,177,542 36,440,784
--------------------------------------------- ------ -------------- --------------
Financing activities
Proceeds from issuance and/or subscription
arising from conversion of ordinary shares 10 9,340,054 3,472,906
Payments for redemption of ordinary shares 10 (4,999,899) (31,211,030)
Share issue costs paid 4 (81,014) -
Dividends paid 10 (12,715,721) (8,941,379)
Bank charges paid (6,565) (4,630)
--------------------------------------------- ------ -------------- --------------
Net cash used in financing activities (8,463,145) (36,684,133)
--------------------------------------------- ------ -------------- --------------
Net increase/(decrease) in cash and cash
equivalents in the period 714,397 (243,349)
--------------------------------------------- ------ -------------- --------------
Cash and cash equivalents at beginning
of the period 588,911 1,567,742
Cash and cash equivalents at the end
of the period 1,303,308 1,324,393
--------------------------------------------- ------ -------------- --------------
(1) Includes investment income of EUR14,094,301 (2017: EUR9,737,270) and interest income of EURnil (2017: EUR407).
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. Euro Shares and Sterling Shares were admitted to the Official List of the UK Listing Authority and admitted to trading on the Main Market of the London Stock Exchange on 25 June 2013.
The Company's registered address is IFC1, The Esplanade, St Helier, Jersey, JE1 4BP.
2. Accounting policies
The Annual Financial Report is prepared in accordance with the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority ("FCA") and with International Financial Reporting Standards ("IFRS") as adopted by the European Union which comprise standards and interpretations approved by the International Accounting Standards Board, and interpretations issued by the International Financial Reporting Standards and Standing Interpretations Committee as approved by the International Accounting Standards Committee which remain in effect. The Half Yearly Financial Report has been prepared in accordance with International Accounting Standards (IAS) 34 - Interim Financial Reporting ("IAS 34") as adopted by the European Union. They have also been prepared using the same accounting policies applied for the year ended 31 December 2017 Annual Financial Report, which was prepared in accordance with IFRS, except for new standards adopted by the Company as set out below. The Company has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.
The Company applies, for the first time, IFRS 15 - Revenue from Contracts with Customers ("IFRS 15") and IFRS 9 - Financial Instruments ("IFRS 9") that became effective on 1 January 2018. These standards do not result in a restatement of previous financial statements. As required by IAS 34, the nature and effect of these changes are disclosed below.
(a) IFRS 15 replaces IAS 11 - Construction Contracts, IAS 18 - Revenue and related Interpretations
IFRS 15 requires entities to recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
As disclosed in the Annual Financial Report, the Directors believe that the application of IFRS 15 will not be applicable as the Company does not have any revenue that should be accounted for under IFRS 15.
(b) IFRS 9 replaces IAS 39 - Financial Instruments: Recognition and Measurement
IFRS 9 introduced a new approach to the classification of financial assets which is driven by the business model in which the asset is held and their cash flow characteristics. A new business model approach was introduced which does allow certain financial assets to be categorised as "fair value through other comprehensive income" in certain circumstances. IFRS 9 carries forward the derecognition requirements of financial assets and liabilities from IAS 39.
The Board applied IFRS 9 from 1 January 2018 for the first time. As disclosed in the Annual Financial Report, the Board has undertaken an assessment of the impact of IFRS 9 on the Company's financial statements and concluded that there will be no impact to the classification and measurement of the Company's financial assets and financial liabilities. Refer to note 2.3 for the accounting policies on financial instruments.
2.1. Going concern
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 Half Yearly Financial Report, no material uncertainties exist that may cast significant doubt concerning the Company's ability to continue for a period of at least twelve months from the date of approval of the condensed financial statements. The Directors consider it is appropriate to adopt the going concern basis in preparing the condensed financial statements.
2.2. Segmental reporting
The Directors view the operations of the Company as one operating segment, being the investment business. All significant operating decisions are based upon analysis of the Company's investments as one segment. The financial results from this segment are equivalent to the financial results of the Company as a whole, which are evaluated regularly by the chief operating decision-maker (the Board with insight from the Investment Vehicle Manager).
2.3 Financial instruments
Financial assets
(a) Classification
The Company classifies its investments as financial assets held at fair value through profit or loss. These debt securities do not possess contractual terms which give rise to cash flows on specified dates that are solely payments of principal and interest on the principal amount outstanding. Financial assets also include cash and cash equivalents as well as other receivables which are measured at amortised cost.
Debt securities at fair value through profit or loss at inception
Debt securities at fair value through profit or loss at inception are financial instruments that are managed, and their performance is evaluated on a fair value basis in accordance with the Company's documented investment strategy. These financial assets are neither held to collect contractual cash flows nor to sell the financial assets.
The Company's policy requires the Investment Vehicle Manager and the Board 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 Preferred Equity Certificates ("PECs") issued by the Investment Vehicle. These investments are not listed or quoted on any securities exchange and are not traded regularly and, on this basis, no active market exists.
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 2018, the Directors reviewed documentary evidence of the valuation of Investment Vehicle investments and scrutinised fair value estimates used to gain assurances as to the appropriateness and robustness of the valuation methodology applied by the Investment Vehicle to its underlying portfolio assets and hence to the Company investments in the Investment Vehicle. The Directors then incorporated those fair value estimates into the Company's Statement of Financial Position.
(d) Valuation process
The Directors met with representatives of the Investment Vehicle Manager in order to verify how the PECs are valued and the composition of the NAV of the PECs as of the date of the Statement of Financial Position.
The Directors are in regular communications with the Investment Vehicle Manager and receive monthly performance reports from the Investment Vehicle Manager in respect of the Investment Vehicle and its underlying investments, which are presented to the Directors by the Investment Vehicle Manager and discussed by these parties.
The Directors consider the impact of general credit conditions on the valuation of both the PECs and Investment Vehicle portfolio, as well as specific credit events in the European corporate environment. The Directors also analyse the Investment Vehicle portfolio in terms of both investment mix and fair value hierarchy.
PECs
The PECs are valued taking into consideration a range of factors including the audited NAV of the Investment Vehicle as well as available financial and trading information of the Investment Vehicle and of its underlying portfolio; the price of recent transactions of PECs redeemed and advice received from the Investment Vehicle Manager; and such other factors as the Directors, in their sole discretion, deem relevant in considering a positive or negative adjustment to the valuation.
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 investments is assessed on an ongoing basis by the Board.
Investment Vehicle Portfolio
The Directors also discuss the Investment Vehicle Manager's monthly valuation process to understand the valuation methodology of Level 3 debt securities and collateralised loan obligations (CLOs) held in the Investment Vehicle portfolio. As part of this they consider the assumptions used and significant fair value changes during the period.
Investments in CLOs are primarily valued based on the bid price as provided by a third party pricing service and may be amended following consideration of the 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. 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 Investment Vehicle classifies the fair value of these investments as Level 3.
Investments in debt securities for which there are limited broker quotes and no other evidence of existing liquidity are classified as Level 3. These Level 3 securities are valued by considering in detail the limited broker quotes available for evidence of outliers that may skew the average. Any such outliers are removed and then the range of the remaining quotes is considered. If there are no broker quotes, the Investment Vehicle Manager produces a pricing memorandum for the Company's holding in the Investment Vehicle underlying portfolio drawing on the International Private Equity Valuation guidelines, which is discussed, reviewed and accepted by the board of the Investment Vehicle and the independent service provider.
If the Investment Vehicle Manager and the relevant 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 recognised initially at fair value plus any directly attributable incremental costs of acquisition or issue and are subsequently carried at amortised cost. Financial liabilities are derecognised when the obligation specified in the contract is discharged, cancelled or expires.
Ordinary shares are carried at amortised cost being the carrying amount of ordinary share value at which investors have the opportunity to partially tender their shareholding in accordance with the Company's Quarterly Contractual Tender facility.
Gains and losses are recognised in the Statement of Comprehensive Income when the liabilities are derecognised.
3. Investment income
Six months Six months
ended ended
30 June 2018 30 June 2017
(Unaudited) (Unaudited)
EUR EUR
Investment income 14,094,301 9,737,270
Bank interest income - 407
Total investment income 14,094,301 9,737,677
-------------------------- -------------- --------------
4. Operating expenses
Six months Six months
ended ended
30 June 2018 30 June 2017
(Unaudited) (Unaudited)
EUR EUR
Administration fees 115,494 91,506
Directors' fees (see note 5) 90,436 92,203
Regulatory fees 53,133 26,862
Audit fees 20,843 30,600
Non-audit fees - interim review services 11,038 10,200
Professional fees 85,129 40,639
Brokerage fees 22,772 22,735
Registrar fees 44,198 30,229
Advisor fees 28,162 -
Commission fees 22,034 -
Sundry expenses 52,226 63,979
------------------------------------------- -------------- --------------
Total operating expenses 545,465 408,953
------------------------------------------- -------------- --------------
The costs and expenses of the sale of treasury shares attributable to the Company have been expensed in the Statement of Comprehensive Income and amounted to a total of EUR81,014 (30 June 2017: EUR31,066).
The Corporate Services Manager agreed to provide the services of Mr. Justin Atkinson to assist with the marketing and promotion of the Company's shares (the "Advisor fees"). The Corporate Services Manager recharges the Company for Mr. Atkinson's cost. During the period, Advisor fees incurred were EUR28,162 (30 June 2017: EURnil).
Commission fees relate to the commission payable to the CCPEOL Purpose Trust (the "Trust"). During the period, Commission fees incurred were EUR22,034 (30 June 2017: EURnil). Refer to note 10 for further details on the treasury share convertor mechanism.
5. Directors' fees and interests
Director fees are as follows:
Richard Boleat (Chairman): GBP65,000 per annum
Mark Tucker: GBP43,750
David Wood: GBP42,500 per annum
Mark Tucker in his capacity as the Chairman of the Audit Committee receives an additional GBP6,250 for his services in this role.
Director's fees payable as at 30 June 2018 were EURnil (30 June 2017: EURnil).
None of the Directors hold shares in the Company. No pension contributions were payable in respect of any of the Directors.
The Company has no employees.
Richard Boléat acts as the enforcer of the CCPEOL Purpose Trust. Please refer to note 13 for further detail.
David Wood holds an investment in a CVC entity and sits on the CVC Credit Partners Conflicts Committee (the "Conflicts Committee").
CVC Credit Partners Group has established an independent Conflicts 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 Conflicts 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 Conflicts Committee by the relevant portfolio manager and, if necessary, CVC Credit Partners Group's chief executive officer and/or chief investment officer.
6. Financial assets held at fair value through profit or loss
30 June 31 December
2018 2017
(Unaudited) (Audited)
EUR EUR
PECs - Unquoted investment 515,341,685 507,308,415
----------------------------- ------------ ------------
During the period, the Company subscribed for 2,227,406.05 Euro PECs (31 December 2017: 14,067,049.99) and 4,373,804.83 Sterling PECs (31 December 2017: 91,973,380.49) issued by the Investment Vehicle. 382,707.42 (31 December 2017: 307,753.43) Euro PECs and 126,472.99 (31 December 2017: 22,105.71) Sterling PECs were subscribed for as a result of the scrip dividend scheme.
During the period, 459,679.64 (31 December 2017: 4,906,918.83) Euro PECs were converted into 395,570.84 Sterling PECs (31 December 2017: 4,231,745.05) and 137,895.02 Sterling PECs (31 December 2017: 292,630.38) were converted into 159,820.35 Euro PECs (31 December 2017: 323,604.10) as part of the monthly share conversion process. 3,905,410.00 Euro PECs (31 December 2017: 15,719,762.00) and 38,854.97 (31 December 2017: 14,837,291.00) Sterling PECs, were redeemed as part of the Quarterly Contractual Tender.
As at 30 June 2018, the Company held 120,192,036.91 (31 December 2017: 121,787,192.73) Euro PECs and 298,830,476.20 (31 December 2017: 294,111,377.53) Sterling PECs. Please refer below for reconciliation of PECs from 1 January 2017:
Compartment A
Sterling
Date Transaction type Euro PECs PECs
As at 1 January
2017 127,715,466.04 213,014,064.66
--------------------------------------- --------------- ---------------
02/01/2017 Quarterly tender (6,227,806.00) (7,920,070.00)
08/03/2017 PEC subscription - 643,093.56
08/03/2017 PEC subscription - 248,155.42
03/04/2017 Quarterly tender (5,503,287.00) (6,917,221.00)
17/04/2017 PEC subscription - 501,278.29
17/04/2017 PEC subscription - 250,638.69
17/04/2017 PEC subscription - 250,638.69
17/04/2017 PEC subscription - 250,638.69
19/05/2017 PEC subscription - 349,180.30
19/05/2017 PEC subscription - 198,594.10
30/06/2017 PEC subscription 12,526,467.90 68,783,681.54
03/07/2017 Quarterly tender (3,988,669.00) -
18/08/2017 PEC subscription - 199,482.83
12/09/2017 PEC subscription 198,376.46 -
12/09/2017 PEC subscription - 198,594.07
12/09/2017 PEC subscription - 247,992.31
29/09/2017 Monthly conversion 323,604.10 (292,630.38)
11/10/2017 PEC subscription 198,216.00 390,113.64
11/10/2017 PEC subscription 100,499.14 17,476,724.18
11/10/2017 PEC subscription 151,089.27 -
13/11/2017 PEC subscription 99,540.12 199,249.93
13/11/2017 PEC subscription 792,861.10 199,249.93
13/11/2017 PEC subscription - 1,091,208.28
30/11/2017 Monthly conversion (594,200.08) 510,511.63
12/12/2017 Scrip issue 307,753.43 22,105.71
12/12/2017 PEC subscription - 247,368.52
12/12/2017 PEC subscription - 247,500.52
29/12/2017 Monthly conversion (4,312,718.75) 3,721,233.42
----------------- -------------------- --------------- ---------------
As at 31 December 2017 121,787,192.73 294,111,377.53
--------------------------------------- --------------- ---------------
08/01/2018 PEC subscription 75,459.00 251,692.47
15/01/2018 PEC subscription 150,919.02 151,015.12
16/01/2018 PEC subscription 553,372.51 -
18/01/2018 PEC subscription - 249,480.39
22/01/2018 PEC subscription - 250,297.28 31/01/2018 Monthly conversion (148,553.58) 128,955.00 01/02/2018 Quarterly tender - (14,561.97) 13/02/2018 PEC subscription 148,754.20 446,800.22 07/03/2018 PEC subscription 594,337.68 148,772.29 12/03/2018 PEC subscription - 1,634,908.90 14/03/2018 PEC subscription - 892,717.28 16/03/2018 Scrip issue 311,445.47 105,410.30 20/03/2018 PEC subscription - 348,120.88 27/03/2018 PEC subscription 704,563.64 - 29/03/2018 Monthly conversion 121,214.24 (104,810.90) 01/04/2018 Quarterly tender (3,905,410.00) (24,293.00) 30/04/2018 Monthly conversion (297,154.47) 254,663.40 30/04/2018 Monthly conversion 34,754.83 (29,788.35) 31/05/2018 Monthly conversion (221.04) 189.21 31/05/2018 Monthly conversion 3,418.17 (2,925.26) 15/06/2018 Scrip issue 71,261.95 21,062.69 29/06/2018 Monthly conversion 433.11 (370.51) 29/06/2018 Monthly conversion (13,750.55) 11,763.23 As at 30 June 2018 120,192,036.91 298,830,476.20 --------------------------------------- --------------- ---------------
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 quarter, 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 Executive Summary.
Fair value hierarchy
IFRS 13 'Fair Value Measurement' ("IFRS 13") requires an analysis of investments valued at fair value based on the reliability and significance of information used to measure their fair value.
The Company categorises its financial assets and financial liabilities according to the following fair value hierarchy detailed in IFRS 13, that reflects the significance of the inputs used in determining their fair values:
Level 1: Quoted market price (unadjusted) in an active market for an identical instrument.
Level 2: Valuation techniques based on observable inputs, either directly (i.e., as prices) or indirectly (i.e., derived from prices). This category includes instruments valued using: quoted market prices in active markets for similar instruments; quoted prices for identical or similar instruments in markets that are considered less than active; or other valuation techniques where all significant inputs are directly or indirectly observable from market data.
Level 3: Valuation techniques using significant unobservable inputs. This category includes all instruments where the valuation technique includes inputs not based on observable data and the unobservable variable inputs have a significant effect on the instrument's valuation. This category includes instruments that are valued based on quoted prices for similar instruments where significant unobservable adjustments or assumptions are required to reflect differences between the instruments.
As at 30 June 2018 Level 1 Level 2 Level 3 Total
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
EUR EUR EUR EUR
Financial assets
------------ ------------ ------------ ------------
Financial investments held
at fair value
through profit or loss - - 515,341,685 515,341,685
------------ ------------ ------------ ------------
Financial liabilities
------------ ------------ ------------ ------------
Ordinary shares (*) 519,075,394 - - 519,075,394
------------ ------------ ------------ ------------
Level 1 Level 2 Level 3 Total
As at 31 December 2017 (Audited) (Audited) (Audited) (Audited)
EUR EUR EUR EUR
Financial assets
------------ ----------- ------------ ------------
Financial investments held
at fair value through profit
or loss - - 507,308,415 507,308,415
------------ ----------- ------------ ------------
Financial liabilities
------------ ----------- ------------ ------------
Ordinary shares (*) 510,483,535 - - 510,483,535
------------ ----------- ------------ ------------
* - 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 2.3, the Company classifies its ordinary shares as financial liabilities held at amortised cost.
Level 3 reconciliation - Compartment A 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.
30 June
2018
(Unaudited)
EUR
------------------------------------------------------ --- --- -------------
Balance as at 1 January 2018 507,308,415
---------------------------------------------------------------- -------------
Purchases of investments (PECs) 8,581,749
Subscriptions arising from conversion of investments
(PECs) 685,272
Redemption proceeds arising from conversion
of investments (PECs) (685,106)
Redemption proceeds arising from quarterly
tenders of investments (PECs) (4,299,088)
Net gains on investments held at fair value 2,340,454
Foreign exchange gain on investments held at
fair value 1,409,989
Balance as at 30 June 2018 515,341,685
---------------------------------------------------------------- -------------
Change in unrealised gain related to investments
still held at six months ended 30 June 2018 2,047,755
---------------------------------------------------------------- -------------
During the six months ended 30 June 2018, there were no reclassifications between levels of the fair value hierarchy.
31 December
2017
(Audited)
EUR
------------------------------------------------------ --- --- -------------
Balance as at 1 January 2017 404,603,610
---------------------------------------------------------------- -------------
Purchases of investments (PECs) 132,697,195
Subscriptions arising from conversion of investments
(PECs) 5,738,095
Redemption proceeds arising from conversion
of investments (PECs) (5,795,819)
Redemption proceeds arising from quarterly
tenders of investments (PECs) (35,502,351)
Net gains on investments held at fair value 16,793,912
Foreign exchange loss on investments held at
fair value (11,226,227)
Balance as at 31 December 2017 507,308,415
---------------------------------------------------------------- -------------
Change in unrealised gain related to investments
still held at year ended 31 December 2017 14,573,869
---------------------------------------------------------------- -------------
During year ended 31 December 2017, there were no reclassifications between levels of the fair value hierarchy.
Quantitative information of significant unobservable inputs - Level 3 - PECs
30 June
2018
Valuation Unobservable Range / weighted
Description (Unaudited) technique input average
EUR
------------- ------------- ------------- ------------------- -----------------
Adjusted Net Discount for
PECs 515,341,685 Asset Value lack of liquidity 0-3%
31 December
2017
Valuation Unobservable Range / weighted
Description (Audited) technique input average
EUR
------------- ------------ ------------- ------------------- -----------------
Adjusted net Discount for
PECs 507,308,415 asset value lack of liquidity 0-3%
The Board believes that it is appropriate to measure the PECs at the NAV of the investments held at the Investment Vehicle, adjusted for percentage holding of PECs in the Investment Vehicle.
The net asset value of the Investment Vehicle attributable to each PEC unit is 1.23 (31 December 2017: 1.22).
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 2018 and comparative are as shown below:
As at 30 June 2018 (Unaudited)
Description Input Sensitivity Effect on fair
used value
EUR
------------- ------------------ ------------ ---------------
Discount of lack
PECs of liquidity 3% (15,460,251)
------------- ------------------ ------------ ---------------
As at 31 December 2017 (Audited)
Description Input Sensitivity Effect on fair
used value
EUR
------------- ------------------ ------------ ---------------
Discount of lack
PECs of liquidity 3% (15,219,252)
------------- ------------------ ------------ ---------------
Please refer to note 2.3 for valuation methodology of PECs.
7. Payables
30 June 31 December
2018 2017
(Unaudited) (Audited)
EUR EUR
Administration fees 31,133 33,750
Audit fees 42,373 20,434
Advisor fees 54,689 47,292
Commission fees 22,034 -
Other payables 60,905 154,574
----------------------- ------------ ------------
Total payables 211,134 256,050
----------------------- ------------ ------------
Partial termination fee expense of EUR19,804 (30 June 2017: EUR291,829) was incurred during the period, of which EUR19,804 (31 December 2017: EURnil) is payable to the Corporate Services Manager as at 30 June 2018. In the case of any shareholder tendering shares through a contractual quarterly tender, the Company becomes liable to pay a partial termination fee to the Corporate Services Manager and records an expense in accordance with the prospectus. A fee is built into the tender price of 1% of the placing price of the contractual quarterly tender facility to cover this partial termination fee. No further partial termination fees are payable beyond March 2018, at which point the entire 1% fee built into the tender price in respect of tenders beyond that date accrues to the Company.
As at 30 June 2018, advisor fees of EUR54,689 (31 December 2017: EUR47,292) is payable to the Corporate Services Manager and commission fees of EUR22,034 (31 December 2017: EURnil) is payable to the Trust.
8. Contingent liabilities
As at 30 June 2018, the Company had no contingent liabilities (31 December 2017: EURnil).
9. Stated capital
Number of Number of
shares Stated capital shares Stated capital
30 June 30 June 30 June 30 June
2018 2018 2017 2017
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
EUR EUR EUR EUR
-------------------
Management shares 2 - 2 -
-------------------- ------------ --------------- ------------ ---------------
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.
10. Ordinary shares
Number of Number of
shares(1) Stated capital shares(1) Stated capital
30 June 30 June 30 June 30 June
2018 2018 2017 2017
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
EUR EUR
Euro Shares 121,344,131 122,010,918 117,147,455 117,242,303
Sterling Shares 300,948,694 354,043,860 202,610,969 231,178,183
------------ --------------- ------------ ---------------
Total 422,292,825 476,054,778 319,758,424 348,420,486
----------------- ------------ --------------- ------------ ---------------
(1) - Excludes 10,000,000 (30 June 2017: 110,001,299) Euro Shares and 56,926,490 (30 June 2017: 70,239,838) Sterling Shares held as treasury shares.
Total
(Unaudited)
EUR
Balance as at 1 January 2018 470,296,339
----------------------------------------------- -------------
Issue of ordinary shares 8,654,777
Subscriptions arising from conversion of
ordinary shares 685,277
Redemption payments arising from conversion
of ordinary shares (685,111)
Redemption payments arising from quarterly
tenders of ordinary shares (4,314,788)
Foreign currency exchange gain on ordinary
shares 1,418,284
----------------------------------------------- -------------
Balances as at 30 June 2018 476,054,778
----------------------------------------------- -------------
Total
(Unaudited)
EUR
Balance as at 1 January 2017 383,362,971
----------------------------------------------- -------------
Issue of ordinary shares 3,472,906
Subscriptions arising from conversion of -
ordinary shares
Redemption payments arising from conversion -
of ordinary shares
Redemption payments arising from quarterly
tenders of ordinary shares (31,211,030)
Foreign currency exchange gain on ordinary
shares (7,204,361)
----------------------------------------------- -------------
Balances as at 30 June 2017 348,420,486
----------------------------------------------- -------------
Ordinary shares
The Company has two classes of ordinary shares, being Euro Shares and Sterling Shares.
Each Euro Share holds 1 voting right, and each Sterling Share holds 1.17 voting rights.
Sale of treasury shares
Excluding shares sold to Conversion SPV Limited (the "Conversion Vehicle") as detailed below, the Company completed the sale of 2,225,000 Euro and 4,400,000 Sterling treasury shares during the six months ended 30 June 2018. Refer above for details.
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 NAV per class to be converted (calculated in Euro less the costs of effecting such conversion and adjusting any currency hedging arrangements and taking account of dividends resolved to be paid), to the NAV per class of the shares into which they will be converted (also calculated in Euro), in each case on the relevant conversion calculation date being the first business day of the month. During the period 464,105 Euro Shares (30 June 2017: nil, 31 December 2017: 4,954,779) were converted into 398,583 Sterling Shares (30 June 2017: nil, 31 December 2017: 4,266,370) and 138,868 Sterling Shares (30 June 2017: nil, 31 December 2017: 294,967) were converted into 161,168 Euro Shares (30 June 2017: nil, 31 December 2017: 326,524).
Treasury share convertor mechanism
At the 2016 Annual General Meeting the Company requested, and received, shareholder approval to create a mechanism whereby treasury shares held by the Company be converted from one currency denomination to another in accordance with the procedure set out in the Articles. As the conversion cannot take place while the treasury shares are held by the Company it was proposed that a facility be created so that some or all of the treasury shares be sold to a related party, who would be willing to facilitate the conversion of the treasury shares from one currency denomination to another. The treasury share convertor mechanism was put in place to provide the Company with a means of converting one class into another to meet the demand in the market from time to time.
Accordingly on the 11 September 2017, the Company established the Trust, a business purpose trust established under Jersey law. The purpose of the Trust is the facilitation of the conversion of the treasury shares by the incorporation of a company, the Conversion Vehicle, who would purchase the treasury shares from the Company, convert them into shares of the other currency denomination and sell those converted shares back to the Company. The Chairman of the Company was appointed as the enforcer of the Trust.
On 21 June 2018, the Company announced the sale of 41,564,426 Euro treasury shares to the Conversion Vehicle, which completed on 22 June 2018. Subsequently, the Company issued a facilitation request pursuant to the Share Subscription, Conversion and Repurchase Agreement to the Conversion Vehicle requiring the Conversion Vehicle to convert those 41,564,426 Euro Shares held by it into Sterling Shares. The 41,564,426 Euro Shares were converted into 35,477,357 Sterling Shares at a ratio of 0.853551, calculated in accordance with the share conversion provisions appearing in the Company's Articles.
On 28 June 2018, the conversion process was completed with the Company purchasing 35,477,357 Sterling Shares from the Conversion Vehicle and holding them in treasury. The transactions had no material impact on the Company's liquidity or NAV.
Contractual quarterly tender facility
As the Company has been established as a closed-ended vehicle, there is no right or entitlement attaching to the ordinary shares that allows them to be redeemed or repurchased by the Company at the option of the shareholder. The Company has, however, established a contractual quarterly tender facility that enables shareholders to tender their shares in the Company in accordance with a stated contracted mechanism.
The Directors believe that the Company's contractual quarterly tender facility should provide shareholders with additional liquidity when compared with other listed closed-ended investment companies.
The offer of contractual quarterly tenders is subject to annual shareholder approval and subject to the terms, conditions and restrictions as set out in the prospectus. The Company is subject to annual shareholder approval to tender each quarter for up to 24.99 per cent. of the shares of such class in issue at the relevant quarter record date, (being the date on which the number of shares then in issue will be recorded for the purposes of determining the restrictions), subject to a maximum annual limit of 50 per cent. of the shares of such class 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 seek annual shareholder approval to grant them the power to make ad hoc market purchases of shares. If such authority is subsequently granted, the Directors will have complete discretion as to the timing, price and volume of shares to be purchased. Shareholders should not place any reliance on the willingness or ability of the Directors so to act.
In the absence of the availability of the contractual quarterly tender facility shareholders wishing to realise their investment in the Company will be required to dispose of their shares on the stock market.
Accordingly, shareholders' ability to realise their investment at any particular price and/or time may be dependent on the existence of a liquid market in the shares.
During the six months ended 30 June 2018, 3,933,091 Euro Shares (30 June 2017: 11,814,129, 31 December 2017: 15,827,693) and 39,093 Sterling Shares (30 June 2017: 14,938,350, 31 December 2017: 14,938,350) were redeemed as part of the contractual quarterly tender facility and held by the Company in the form of treasury shares. Refer to above for details. Treasury shares do not carry any right to attend or vote at any general meeting of the Company. In addition, the contractual quarterly tenders and the voluntary conversion facility are not available in respect of Treasury shares.
As at 30 June 2018, 10,000,000 Euro Shares (30 June 2017: 110,001,299, 31 December 2017: 49,856,335) and 56,926,490 Sterling Shares (30 June 2017: 70,239,838, 31 December 2017: 25,810,040) were held as treasury shares.
Dividends
The ordinary shares of each class carry the right to receive all income of the Company attributable to such class of ordinary share, and to participate in any distribution of such income made by the Company and within each such class such income shall be divided pari passu among the shareholders in proportion to the shareholdings of that class.
Please refer below for amounts recognised as dividend distributions to ordinary shareholders in the year ended 31 December 2017 and the period ended 30 June 2018.
Ex-dividend
date Payment date GBP equivalent EUR
Euro - EUR0.0125 per
share(1) 02/02/2017 24/02/2017 - 1,533,639
Sterling - GBP0.0125
per share(1) 02/02/2017 24/02/2017 2,585,957 2,952,387
Euro - EUR0.0125 per
share(1) 04/05/2017 26/05/2017 - 1,464,343
Sterling - GBP0.0125
per share(1) 04/05/2017 26/05/2017 2,525,762 2,883,662
Euro - EUR0.01375 per
share(1) 10/08/2017 01/09/2017 - 1,728,958
Sterling - GBP0.01375
per share(1) 10/08/2017 01/09/2017 3,737,362 4,266,945
Euro - EUR0.01375 per
share(1) 02/11/2017 15/12/2017 - 1,742,385
Sterling - GBP0.01375
per share(1) 02/11/2017 15/12/2017 3,986,308 4,551,167
21,123,486
Euro - EUR0.01375 per
share(2) 01/02/2018 16/03/2018 - 1,699,464
Sterling - GBP0.01375
per share(2) 01/02/2018 16/03/2018 4,086,727 4,645,382
Euro - EUR0.01375 per
share(2) 03/05/2018 15/06/2018 - 1,667,639
Sterling - GBP0.01375
per share(2) 03/05/2018 15/06/2018 4,137,625 4,703,236
12,715,721
(1) - Recognised in the year ended 31 December 2017
(2) - Recognised in the period ended 30 June 2018
Please refer to note 14 for further information subsequent to the reporting period.
Earnings per share
30 June 30 June 30 June 30 June
2018 2018 2017 2017
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
GBP equivalent EUR GBP equivalent EUR
Euro Shares
Increase in net assets for
the period - 896,674 - 5,817,243
Earnings per share - 0.007231 - 0.048516
Sterling Shares
Increase in net assets for
the period 1,905,652 2,166,154 7,197,908 9,928,795
Earnings per share 0.006362 0.007231 0.035172 0.048516
Earnings per share have been calculated on a weighted average basis. The weighted average number of ordinary shares held during the six months ended 30 June 2018 was 423,542,201 (30 June 2017: 324,544,463), comprising 123,996,264 Euro Shares (30 June 2017: 119,903,957) and 299,545,937 Sterling Shares (30 June 2017: 204,650,506).
11. Net asset value per share
30 June 30 June 31 December 31 December
2018 2018 2017 2017
(Unaudited) (Unaudited) (Audited) (Audited)
GBP equivalent EUR GBP equivalent EUR
Euro Shares
Net Asset Value - 133,019,761 - 134,451,748
Net Asset Value
per share - 1.0962 - 1.0933
Sterling Shares
Net Asset Value 339,272,439 383,479,638 331,462,152 373,226,384
Net Asset Value
per share 1.1273 1.2742 1.1190 1.2600
Net assets attributable to
shareholders - 516,499,399 - 507,678,132
Net asset per share has been calculated based on the share capital in issue as at period end. The issued share capital as at 30 June 2018 comprised of 121,344,131 Euro Shares (31 December 2017: 122,972,583) and 300,948,694 Sterling Shares (31 December 2017: 296,201,850).
12. Reconciliation of liabilities arising from financing activities
Balance as at 1 January 2018 507,678,132 -------------------------------------------- ------------- Cash flow movements Proceeds from issuance and subscriptions arising from conversion of ordinary shares 9,340,054 Payments from redemption of ordinary shares (4,999,899) Share issue costs paid (81,014) Dividends paid (12,715,721) Bank charges (6,565) Non cash flow movements Foreign currency exchange loss on ordinary shares 1,418,284 Profit before finance costs and taxation 15,866,128 Balance as at 30 June 2018 516,499,399 -------------------------------------------- -------------
13. Related party disclosure
The Directors are entitled to remuneration for their services. Please refer to note 5 for further detail.
Please refer to note 4 and note 7 for transactions between the Company and the Corporate Services Manager.
Richard Boleat acts as the enforcer of the CCPEOL Purpose Trust, a business purpose trust established under Jersey law and settled by the Company. The role has arisen as a result of the implementation of the resolution passed at the Company's Annual General Meeting on 4 April 2016 which authorised the Company to make arrangements to enable the conversion of treasury shares held by the Company from time to time from one currency denomination to another. The position is unremunerated and represents an alignment of interests with those of the Company.
14. Events after the reporting period
Management has evaluated subsequent events for the Company through 20 September 2018, the date the financial statements were available to be issued, and has concluded that the material events listed below do not require adjustment of the condensed financial statements.
Placing of treasury shares
On 5 July 2018, the Company sold 496,442 Euro treasury shares and 20,663,959 Sterling treasury shares at a price of EUR1.1086 per Euro treasury share and GBP1.1397 per Sterling treasury share respectively.
Sale of treasury shares
Date Euro Shares Price per treasury Sterling Shares Price per treasury
share share
09/07/2018 - - 500,000 GBP1.1397
13/07/2018 150,000 EUR1.1086 2,200,000 GBP1.1397
17/07/2018 - - 500,000 GBP1.1397
20/07/2018 - - 500,000 GBP1.1386
23/07/2018 - - 1,000,000 GBP1.1388
27/07/2018 - - 1,600,000 GBP1.1417
09/08/2018 - - 650,000 GBP1.1338
10/08/2018 250,000 EUR1.1027 250,000 GBP1.1338
15/08/2018 - - 500,000 GBP1.1338
22/08/2018 - - 500,000 GBP1.1396
28/08/2018 250,000 EUR1.1066 500,000 GBP1.1396
03/09/2018 150,000 EUR1.1074 686,832 GBP1.1407
10/09/2018 1,000,000 EUR1.1088 - -
14/09/2018 - - 1,500,000 GBP1.1426
Contractual quarterly tender
On 24 July 2018, the Company announced it had received applications from shareholders to tender 25 Euro Shares and 608 Sterling Shares under the June 2018 Contractual Quarterly Tender. On 17 August 2018, the June 2018 Contractual Quarterly Tender completed with 25 Euro Shares and 608 Sterling Shares being repurchased and transferred into the Company's name and held as treasury shares.
Dividend declaration
On 1 August 2018, the Company declared a dividend of GBP0.01375 per Sterling Share and EUR0.01375 per Euro Share payable on 20 September 2018 to shareholders on the register as at 10 August 2018.
Issue of scrip dividend shares
On 17 September 2018, the Company announced that application had been made to the UK Listing Authority ("UKLA") and the London Stock Exchange ("LSE") for 308,921 Euro Shares and 450,777 Sterling Shares, to be listed on the premium segment of the Official List of the UKLA and to be admitted to trading on the main market of the LSE. The shares will be issued pursuant to the Company's scrip dividend scheme in respect of the dividend declared on 1 August 2018. Dealings in the shares are expected to commence at 8.00 a.m. on 21 September 2018.
Voluntary share conversion
On 18 September 2018, the Company announced it had received applications from shareholders to convert 750,006 Euro Shares into Sterling Shares and 10,457 Sterling Shares into Euro Shares.
15. Controlling party
In the Directors' opinion, the Company has no ultimate controlling party.
Company information
Registered Office Advocates to the Company
IFC1, The Esplanade (as to Jersey law)
St Helier, Jersey Bedell Cristin
JE1 4BP 26 New Street
St Helier, Jersey
JE2 3RA
Investment Vehicle Manager Custodian
BNP Paribas Securities Services
CVC Credit Partners Investment S.C.A.,
Management Limited Jersey Branch
IFC1, The Esplanade
111 Strand, London St Helier, Jersey
WC2R 0AG JE1 4BP
Corporate Services Manager Auditor
CVC Credit Partners Investment
Services Ernst & Young LLP
Management Limited 25 Churchill Place
1 Waverly Place, Union Street
St Helier, Jersey Canary Wharf
JE1 1SG London, E14 5EY
Corporate Brokers Administrator and Company Secretary
Goldman Sachs International BNP Paribas Securities Services
Peterborough Court, 133 Fleet S.C.A.,
Street Jersey Branch
IFC1, The Esplanade
London St Helier, Jersey
EC4A 2BB JE1 4BP
Winterflood Securities Limited
The Atrium Building
Cannon Bridge House BNP Paribas Securities Services
25 Dowgate Hill S.C.A. Jersey Branch is regulated
London by the Jersey Financial Services
EC4R 2GA Commission.
Solicitors to the Company Registrar
Computershare Investor Services
(as to English law) (Jersey)
Herbert Smith Freehills LLP Limited
Exchange House Queensway House
Primrose Street Hilgrove Street
London St Helier
EC2A 2EG Jersey
JE1 1ES
For Investors in Switzerland:
The Prospectus, the Memorandum and Articles of Association as well as the annual and half yearly financial reports of the Company may be obtained free of charge from the Swiss Representative. In respect of the Shares distributed in and from Switzerland to Qualified Investors, the place of performance and the place of jurisdiction is at the registered office of the Swiss Representative.
Swiss Representative: FIRST INDEPENDENT FUND SERVICES LTD., Klausstrasse 33, CH-8008 Zurich, Switzerland.
Swiss Paying Agent: Helvetische Bank AG, Seefeldstrasse 215, 8008 Zurich, Switzerland.
-END-
BNP Paribas Securities Services S.C.A., Jersey Branch.
IFC1 - The Esplanade - St Helier - Jersey - JE1 4BP
Company Secretary
Tel: +44 (0) 1534 709181
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
END
IR LBLFLVKFFBBE
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