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Half-year Report

25 May 2018 07:00

RNS Number : 2627P
Chenavari Capital Solutions Limited
25 May 2018
 

 

 

 

 

 

 

Chenavari Capital Solutions Limited

 

 

 

(a closed-ended investment company limited by shares incorporated under the laws of

Guernsey with registered number 56977)

 

 

Unaudited Interim Financial Statements

For the period from 1 October 2017 to 31 March 2018

 

 

 

 

 

 

 

 

 

Potential investors are "qualified eligible persons" and "Non-United States Persons" within the meaning of the US Commodity Futures Trading Commission Regulation 4.7.

 

Chenavari Credit Partners LLP (the "Investment Manager") is registered as a commodity pool operator ("CPO") with the Commodity Futures Trading Commission (the "CFTC") and is a member of the National Futures Association ("NFA") in such capacity under the U.S. Commodity Exchange Act, as amended ("CEA"). With respect to Chenavari Capital Solutions Limited, the Investment Manager has claimed an exemption pursuant to CFTC Rule 4.7 for relief from certain disclosure, reporting and recordkeeping requirements applicable to a registered CPO. Such exemption provides that certain disclosures specified in section 4.22 (c) and (d) of the regulation are not in its interim report.

 

Contents

 

Commodity Exchange Affirmation Statement

Highlights for the period from 1 October 2017 to 31 March 2018

Corporate Summary

General Information

Chairman's Statement

Investment Manager's Report

Statement of Principal Risks and Uncertainties

Statement of Directors' Responsibilities

Independent Review Report to the Members of Chenavari Capital Solutions Limited

Condensed Unaudited Statement of Comprehensive Income

Condensed Unaudited Statement of Financial Position

Condensed Unaudited Statement of Changes in Equity

Condensed Unaudited Statement of Cash Flows

Condensed Schedule of Investments, at Fair Value

Notes to the Condensed Unaudited Financial Statements

 

FORWARD-LOOKING STATEMENTS

This interim report includes statements that are, or may be considered, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "plans", "expects", "targets", "aims", "intends", "may", "will", "can", "can achieve", "would" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this interim report, including in the Chairman's Statement. They include statements regarding the intentions, beliefs or expectations of the Company or the Investment Manager concerning, among other things, the investment objectives and investment policies, financing strategies, investment performance, results of operation, financial condition, liquidity prospects, dividend policy and targeted dividend levels of the Company, the development of its financing strategies and the development of the markets in which it, directly and through special purpose vehicles, will invest in and issue securities and other instruments. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual investment performance, results of operations, financial condition, liquidity, dividend policy and dividend payments and the development of its financing strategies may differ materially from the impression created by the forward-looking statements contained in this document. In addition, even if the investment performance, results of operations, financial condition, liquidity, dividend policy and dividend payments of the Company and the development of its financing strategies are consistent with the forward-looking statements contained in this document, those results or developments may not be indicative of results or developments in subsequent periods. Important factors that may cause differences include, but are not limited to: changes in economic conditions generally and in the structured finance and credit markets particularly; fluctuations in interest and currency exchange rates, as well as the degree of success of the Company's hedging strategies in relation to such changes and fluctuations; changes in the liquidity or volatility of the markets for the Company's investments; declines in the value or quality of the collateral supporting many of the Company's investments; legislative and regulatory changes and judicial interpretations; changes in taxation; the Company's continued ability to invest its cash in suitable investments on a timely basis; the availability and cost of capital for future investments; the availability of suitable financing; the continued provision of services by the Investment Manager and the Investment Manager's ability to attract and retain suitably qualified personnel; and competition within the markets relevant to the Company. These forward-looking statements speak only as at the date of this interim report. Subject to its legal and regulatory obligations, the Company expressly disclaims any obligations to update or revise any forward-looking statement (whether attributed to it or any other person) contained herein to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based. The Company qualifies all such forward-looking statements by these cautionary statements.

 

 

 

 

Commodity Exchange Affirmation Statement

 

 

 

 

Commodity Exchange Affirmation Statement Required by the Commodity Exchange Act, Regulation §4.22(h)

 

 

I, Loic Fery, hereby affirm that, to the best of my knowledge and belief, the information contained in this Interim Report and Unaudited Financial Statements of Chenavari Capital Solutions Limited is accurate and complete.

 

Loic Fery

Chief Executive Officer and representative of the Managing Member of Chenavari Credit Partners LLP, Commodity Pool Operator of Chenavari Capital Solutions Limited

 

24 May 2018

 

 

 

 

Highlights for the period from 1 October 2017 to 31 March 2018 

 

· During the period from 1 October 2017 to 31 March 2018 (the "Period"), the Company produced a net asset value ("NAV") total return of (1.12)% (dividends reinvested).

 

· The NAV per Ordinary Share ("Share") declined from 92.91 pence at 31September 2017 to 88.89 pence at 31 March 2018 net of distributions.

 

· The Company declared two dividends in respect of the period ended 31 March 2018: 1.25 pence per Share paid on 28 February 2018 for the period ended 31 December 2017 and 1.25 pence per Share to be paid on 31 May 2018 for the period ended 31 March 2018. On 30 November 2017 a dividend of 1.75 pence per Share was paid for the period ended 30 September 2017.

 

· The Company's mid-market share price at 31 March 2018 was 81.25 pence (31 March 2017: 90.375 pence), representing a discount to NAV of 8.60 %.

 

· The loss of the Company for the Period was £0.8 million (31 March 2017: profit £2.7 million), or (0.76) pence per Share (31 March 2017: 2.20 pence per Share), taking into account recognition of the following significant items:

 

o total net loss of £0.03 million (31 March 2017: income £3.6 million).

o total operating expenses of £0.8 million (31 March 2017: £0.9 million).

 

· From 1 January 2017, the Company entered into a Realisation Period and started to return unencumbered cash balances to Shareholders. During the period, a further return of capital was made in December 2017 in the form of a compulsory redemption of Shares equivalent to 9.9% of the Company's share capital as at the IPO. Subsequent to period end, there was a further return of capital in the form of a compulsory redemption of Shares equivalent to 17.3% of the share capital as at the IPO. Subject to market conditions and the performance of individual assets, it is the Board's current expectation that the portfolio will be substantially realised and over 90% of the projected cash proceeds will be returned to investors by mid 2021.

 

· During the Period, the Company repurchased and cancelled 12,908,729 Shares via one Share repurchase and at 31 March 2018 the Company had 104,345,215 Shares in issue.

 

 

 

 

Corporate Summary

For the Period from 1 October 2017 to 31 March 2018

 

The Company

Chenavari Capital Solutions Limited (the "Company") is a closed-ended Collective Investment Scheme registered pursuant to The Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended (the "Law") and the Registered Collective Investment Scheme Rules 2008 issued by the Guernsey Financial Services Commission (the "Commission").

 

The IPO of the Company raised gross proceeds of £130.3 million and the Company's Shares were admitted to trading on the Specialist Fund Segment of the London Stock Exchange ("SFS") on 7 October 2013.

 

Investment objective and policy

The investment objective of the Company is to provide Shareholders with an attractive return, while limiting downside risk, through investment in bank capital solutions transactions primarily with UK and European banks.

 

Investment Period and Realisation Period

Following the extension of the investment period to 31 December 2016 approved by Shareholders at an EGM on 18 December 2015 (the "Investment Period"), the Company continued its ability to invest its cash balances in accordance with its investment policy, to the extent that such cash was not required for working capital purposes or the payment of dividends in accordance with the Company's dividend policy up to and including 31 December 2016, subject to the restrictions applicable to the extension period.

 

On 13 December 2016 the Company announced its intention to cease making any further investments with immediate effect and that, from 1 January 2017, it would commence a realisation period which would involve the return of unencumbered cash balances to Shareholders (the "Realisation Period"). Three returns of capital were made in April, September and December 2017 in the form of compulsory redemptions of shares equivalent to a total distribution of 19.8% of the share capital as at the IPO. Although subject to change owing to market conditions and the performance of individual assets, it is the Board's current expectation that the portfolio will be substantially realised as a result of investments maturing in accordance with their terms and over 90% of the projected cash proceeds returned to investors by mid 2021. Assets may also be sold or otherwise disposed of as part of the realisation programme.

 

Target returns and dividend policy

Subject to compliance with the Companies (Guernsey) Law, 2008 (as amended) and the satisfaction of the solvency test, the Company intends to distribute all its income received from investments, net of expenses, by way of dividends on a quarterly basis with dividends declared in October, January, April and July each year and paid in November, February, May and August.

 

The Company's target NAV total net return to investors is 8-10 % per annum over the life of the Company. From 1 January 2017, returns to Shareholders have been predominantly from the return of unencumbered cash balances described above and as dividend income.

 

The Investment Manager and Investment Adviser

The Company's Investment Manager is Chenavari Investment Managers (Luxembourg) S.àRL, a non-cellular company incorporated in Luxembourg under registered number B 0143992, and is licenced and regulated by the Commission de Surveillance du Secteur Financier ("CSSF") in Luxembourg to undertake the activities of an Alternative Investment Fund Manager ("AIFM"). The Investment Manager is a wholly owned entity within the Chenavari Group.

 

The Investment Manager has appointed Chenavari Credit Partners LLP (the "Investment Adviser"), which is also a member of the Chenavari Group, to provide investment advisory services to the Investment Manager. The Investment Adviser is a limited liability partnership incorporated in England and Wales under registered number OC337434 and is regulated and authorised in the UK by the Financial Conduct Authority under registration number 484392, the US Commodities and Futures Trading Commissions (no. 0426351) and registered with the US Securities and Exchange Commission under Investment Adviser registration number 801/72662.

 

Asset values

At 31 March 2018, the Company's NAV was £92.8 million (31 March 2017: £115.9 million), with the NAV per Share amounting to 88.89 pence (31 March 2017: 92.97 pence). The Company publishes its NAV on a monthly basis. The NAV is calculated as the Company's assets at fair value less liabilities, measured in accordance with International Financial Reporting Standards ("IFRS").

 

Duration

The Company has an indefinite life.

Corporate Summary (continued)

For the Period (continued)

 

Website

The Company's website address is www.chenavaricapitalsolutions.com 

 

Listing Information

The Company's Shares are admitted to trading on the SFS.

 

The ISIN number of the Shares is GG00BF4J9110 and the SEDOL is BF4J911.

 

The closing price of the Shares quoted on the SFS at 31 March 2018 was 81.25 pence per Share.

 

The average closing price of the Shares over the Period to 31 March 2018 was 88.30 pence per Share.

 

 

 

General Information

 

Directors

Registered Office

Rob King (Non-executive Director and Chairman)

Old Bank Chambers

Iain Stokes (Non-executive Director)

La Grande Rue

René Mouchotte (Non-executive Director)

St Martin's

 

Guernsey

 

GY4 6RT

 

 

Investment Manager and AIFM

Investment Adviser

Chenavari Investment Managers (Luxembourg) S.àRL.

Chenavari Credit Partners LLP

2, Boulevard de la Foire

80 Victoria Street

L-1528

London

Luxembourg

SW1E 5JL

 

 

Solicitors to the Company (as to United States law)

Solicitors to the Company (as to English law)

Reed Smith LLP

Gowling WLG (UK) LLP (formerly Wragge

The Broadgate Tower

Lawrence Graham & Co LLP)

20 Primrose Street

4 More London Riverside

London

London

EC2A 2RS

SE1 2AU

 

 

Corporate Broker

Advocates to the Company (as to Guernsey law)

Fidante Partners Europe Limited, trading as Fidante Capital

Mourant Ozannes

1 Tudor Street

1 Le Marchant Street

London

St Peter Port

EC4Y 0AH

Guernsey

 

GY1 4HP

 

 

Administrator and Company Secretary

Sub-Administrator

Estera Administration (Guernsey) Limited

Quintillion Limited

Old Bank Chambers

24-26 City Quay

La Grande Rue

Dublin 2

St Martin's

Ireland

Guernsey

 

GY4 6RT

 

 

 

Custodian and Principal Bankers and AIFMD Article 36 Custodian

Auditor

J.P. Morgan Chase Bank NA,

Deloitte LLP

Jersey Branch

P.O. Box 137

J.P. Morgan House

Regency Court

Grenville Street

Glategny Esplanade

St Helier

St. Peter Port

Jersey

Guernsey

JE4 8QH

GY1 3HW

 

 

Registrar

Depository and AIFMD Article 36 Custodian

Link Asset Services

Quintillion Services Limited

Mont Crevelt House

24-26 City Quay

Bulwer Avenue

Dublin 2

St Sampson

Ireland

Guernsey

 

GY2 4LH

Elavon Financial Services Limited

 

Block E

Cherrywood Business Park

Loughlinstown

Dublin 18

Ireland

 

Chairman's Statement

 

Introduction

I am pleased to present the Company's interim report and financial statements for the period ended 31 March 2018.

 

Since I last wrote to you there has been a significant change in the shape of the Company and as at the date of this report, I am pleased to confirm that via capital repayments and dividends the Company has returned £36.6m to Shareholders. On a less encouraging note, the Company's NAV declined from 90.5 pence per Share as at 30 September to 88.89 pence per Share as at 31 March 2018, although our focus remains to provide positive returns on each disposed asset as part of the capital return process.

 

 

Realisation of Investment Portfolio

During the Period £12 million was returned to Shareholders on 13 December 2017 and an additional £20m was returned to Shareholders on 15 May 2018. The total amount of capital and dividends returned to Shareholders since 30 September 2017 to the date of this report is £36.6m. The total amount returned since the initiation of the realisation programme via capital and dividend payments is £54.8m.The table below sets out the payments announced and paid since the initiation of the realisation programme.

 

Calendar quarter

Estimated cash flow to Shareholders, £m

Actual cash flow to Shareholders, £m

Compulsory redemption

Dividend

Total

Q1 2017

6.9

0.0

2.6

2.6

Q2 2017

7.3

5.0

1.5

6.5

Q3 2017

5.3

7.0

2.1

9.1

Q4 2017

8.3

12.0

2.0

14.0

Q1 2018

7.4

0

1.3

1.3

Q2 2018*

7.0

20.0

1.3

21.3

Total

42.2

44.0

10.8

54.8

 

*Figures for Q2 2018 were paid after the end of the accounting period.

 

The Board anticipates that further payments of approximately £18m will be announced during the second half of 2018 although this may be subject to change owing to variable market conditions and performance of the individual assets. We may therefore not meet these estimated targets.

 

 

Performance

The Company's NAV as at the end of 31 March 2018, was 88.89 pence per Share. More details of the portfolio and performance are set out in the Investment Managers Report on page 10 of these interim financial statements.

 

During the Period, the Company's NAV total return was (1.12)% (dividends reinvested) and was 22% since inception (net of issue costs and with dividends reinvested). The NAV per Share declined from 90.5 pence per Share at 30 September 2017 to 88.89 pence per Share at 31 March 2018, net of distributions.

During the Period, the Share Price decreased from 90.50 pence at the close of business on 30 September 2017 to 81.25 pence at the close of business 31 March 2018.  Accordingly, the discount to NAV widened from 2.59% on 30 September 2017 to 8.60% at the end of the Period.

The share price total return for the Period was -7.13%, dividends reinvested. Since launch, the share price total return to 31 March 2018 was 9.71% dividends reinvested.

 

 

Chairman's Statement (continued)

 

Total Expense Ratio

As the size of the Company's total net assets declines there will be a direct impact on the total expense ratio (the "TER"). With this in mind, the Board is focused on controlling the TER, although recognising that it will naturally increase gradually as some fixed costs are required to maintain the current levels of governance and operational administration, despite reducing net assets. Accordingly, the fixed cost base will be kept under review to ensure that the level of infrastructure required continues to be appropriate for the size of the Company.

 

Dividends

Dividends declared for the Period came to 2.5 pence per Share, with two dividends being declared and paid during the Period: 1.75 pence per Share was paid on 30 November 2017 for the period ended 30 September 2017 and 1.25 pence per Share was paid on 28 February 2018. Following the period end a further dividend of 1.25p was declared and paid on 31 May 2018.

 

Annual General Meeting

The AGM of the Company was held on 28 March 2018 and I am pleased to report that each of the resolutions were duly passed and would thank you for your continued support.

 

Outlook

I have been encouraged by the levels of capital returns we have been able to make thus far and we will continue to be proactive with the Investment Advisor to ensure that continued disposals provide the same positive returns to Shareholders. As the Company becomes smaller, the frequency and levels of payments will vary and it is expected that the levels of income available for the payment of dividends will decline as the portfolio becomes more concentrated. The Board has commenced a review of the Company's viability and future operating model and, as noted above, is mindful of the increasing TER. We will keep Shareholders updated accordingly, although it is unlikely that there will be any significant changes prior to the financial year end of the Company.

 

Rob King

Non-executive Chairman

 

24 May 2018

 

 

 

Investment Manager's Report

 

Performance

 

During the period from 1 October 2017 to 31 March 2018, the Company's NAV performance (dividends reinvested) was (1.12)%.

The month-on-month total return since inception, dividends reinvested, was as follows:

 

Year

YTD

Jan

Feb

Mar

Apr

May

Jun

Jul

Aug

Sep

Oct

Nov

Dec

2013

0.74%

 -

-

-

-

 -

 -

 -

-0.04%

-0.19%

0.98%

2014

5.76%

0.68%

0.56%

0.95%

0.67%

0.67%

-0.19%

-0.58%

1.37%

-0.93%

1.52%

0.28%

0.64%

2015

3.08%

-0.10%

1.10%

-1.01%

0.70% 

0.98% 

2.25% 

0.19% 

0.20% 

0.70% 

0.83%

-0.01%

2.72% 

2016

6.27%

-1.42%

-0.19%

2.41%

0.37%

1.81%

1.09%

0.42%

-0.18%

1.85%

0.15%

0.11%

1.10%

2017

6.60%

-0.41%

1.22%

2.38%

0.45%

1.37%

0.83%

0.35%

-0.04%

0.30%

0.05%

0.29%

0.18%

2018

-1.12%

-1.17%

-0.69%

0.22%

 

 

 

 

 

 

 

 

 

 

 

Since inception, the Company recorded the following dividends:

Period ending

Dividend (pence per Share)

30 September 2014 (2 dividends)

5.25

30 September 2015 (4 dividends)

7.5

30 September 2016 (4 dividends)

7.5

30 September 2017 (4 dividends)

6.75

31 March 2018 (2 dividends)

2.5

 

From 1 January 2017, the Company entered into a Realisation Period and started to return unencumbered cash balances to Shareholders in the form of shares cancellation.

 

 

Return of capital (share cancellation)

Cash returned to Shareholders

Shares redeemed as proportion of the share capital at IPO (1)

April 2017

£4,999,957

4.2%

September 2017

£6,999,959

5.7%

December 2017

£11,999,954

9.9%

May 2018

£20,000,000

17.3%

 

(1) There were 130,000,000 shares in issue at IPO.

 

It is expected that the portfolio will be substantially realised and 90% of the projected cash proceeds returned to investors by mid 2021.

 

  

 

Investment Manager's Report (continued)

 

Investment Review

 

As of 31 March 2018, the Company was 72.97% invested.

 

The sector allocation as at 31 March 2018 reflected a significant representation of corporate and SME loans.

 

Asset class breakdown

Percentage of NAV

31 March 2017

Percentage of NAV

30 September 2017

Percentage of NAV

31 March 2018

SME loans

46.40%

46.58%

48.55%

Corporate loans

33.60%

32.59%

21.84%

Mortgages

8.81%

2.84%

3.00%

Cash, collateral & hedges

11.19%

17.99%

26.61%

Total

100.0%

100.0%

100.0%

 

Geographically the portfolio diversification changed as the consequence of amortizing positions.

Geographic breakdown

Percentage of NAV

31 March 2017

Percentage of NAV

30 September 2017

Percentage of NAV

31 March 2018

U.K.

20.73%

15.43%

13.57%

Spain

14.32%

15.40%

16.75%

Portugal

12.17%

9.96%

6.75%

Germany

8.69%

8.98%

9.82%

Italy

9.70%

10.42%

11.80%

USA

8.45%

7.54%

3.25%

Switzerland

4.76%

4.86%

5.32%

Netherlands

2.39%

2.27%

1.62%

France

2.32%

2.13%

1.14%

Other Countries

5.28%

5.02%

3.37%

Cash, Accruals, Collateral, FX & Hedges

11.19%

17.99%

26.61%

Total

100.0%

100%

100%

 

As at 31 March 2018, the top five holdings were the following

 

Sector

Underlying Assets Country

Fair Value (GBP)

Percentage of NAV

SME Loan

Spain

12,829,487

13.83%

Corporate Loans

U.K.

11,490,091

12.39%

SME Loans

Multi

11,481,952

12.38%

Corporate Loans

Multi

8,769,794

9.45%

SME Loans

Italy

7,054,334

7.61%

 

Investment Manager's Report (continued)

 

The Company's activity continues to centre on portfolio management and management of currency and counterparty risks since it commenced its Realisation Period from 1 January 2017. During the period, two corporate loans risk-sharing transactions issued by the same issuer were called with one realising IRRs (Internal rate of return) at circa 10.3% and the second realising an overall IRR at 9.65% as of April 2018.

 

Investment Portfolio Outlook

During the Realisation Period, the Company will continue to manage the portfolio and to assess the opportunistic early sale of the more liquid assets to maximise the return of capital to shareholders.

As a significant part of the Company's assets are denominated in Euros or US Dollars, it will also continue to manage the foreign exchange exposure of the portfolio.

The Investment Adviser maintains a Base Case for each investment in the portfolio, depending on its characteristics and underlying collateral. The Base Cases are derived from a combination of: initial cases derived at the time of investment from analysis of the transaction's structure and the underlying portfolio data, regular tracking of the performance of the transaction's underlying collateral pool and market implied factors such as credit spreads or the performance of other similar deals.

As of 31 March 2018, the Investment Adviser's indicative estimates of the internal rates of portfolio return, calculated on the invested capital of the Company, is 9.65% if all investments perform in line with the "Base Case".

Shareholders should note that, due to the diversification of the portfolio's holdings, it is unlikely that all investments would perform in line with the Base case.

Under the Base Case, it is estimated that investment cash flows during 2018 and 2019 will be as detailed below, but there can be no assurances to this effect.

· Q2 2018 - £11.4m

· Q3 2018 - £3.6m

· Q4 2018 - £3.7m

· Q1 2019 - £3.1m

 

Based on the cash flows used to calculate the Base Case internal rate of return above, it is expected that the current portfolio will be substantially realised (assuming no assets are sold or otherwise disposed of) and over 90% of the projected cash proceeds returned to investors before mid 2021.

 

Investment Manager's Report (continued)

 

Investment Portfolio Outlook (continued)

Indicative internal rates of portfolio return are dependent on the underlying Base Case asset assumptions that are made by the Investment Adviser. These include, but are not limited to, predictions of default, prepayment, recovery, amortisation, interest rates, asset spread, portfolio replenishment and issuer optional redemptions. The figures are calculated on invested capital of the Company and do not reflect indications of NAV total return. The figures are based on long-term performance projections of the investment strategy and market conditions at the time of modelling and are therefore subject to change. There is no guarantee that any indicative rates of returns can be achieved. Investors should not place any reliance on such target return in deciding whether to invest in the Company. Sensitivity Tests present a set of hypothetical scenarios that assume changes for one or more market variable in order to assess the effect on the portfolio. The results shown represent estimated gross performance of the portfolio under the market conditions stated and do not reflect any management or performance fees or other expenses.

The Investment Adviser has made assumptions that it deems reasonable and used the best information available to calculate the rate of return case estimates. If a different set of assumptions were used in these calculations, there could be a material difference in the calculated estimates. Please refer to the prospectus dated 23 September 2013 for risk factors (a copy of which is on the website of the Company at www.chenavaricapitalsolutions.com). Hypothetical performance results have many inherent limitations and no representation is being made that any account will or is likely to achieve profits or losses similar to those shown. In fact, there are frequently sharp differences between hypothetical performance results and the actual results subsequently achieved by any particular investment programme.

 

Chenavari Investment Managers (Luxembourg) S.àRL.

Investment Manager

24 May 2018

 

 

 

Statement of Principal Risks and Uncertainties

 

Summary

An investment in the Shares is only suitable for institutional investors and professionally advised private investors who understand and are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses (which may equal the whole amount invested) that may result from such an investment. Furthermore, an investment in the Shares should constitute part of a diversified investment portfolio. It should be remembered that the price of securities and the income from them can go down as well as up.

 

The risks set out below are those which are considered to be the material risks relating to an investment in the Shares but are not the only risks relating to the Shares or the Company. Additional risks and uncertainties of which the Company is presently unaware or that the Company currently believes are immaterial may also adversely affect its business, financial condition, results of operations or the value of the Shares.

 

The Board have carried out a robust assessment to identify the principal risks that could affect the Company, including those that would threaten its business model, future performance, solvency or liquidity. The Board has adopted a controls based approach to its risk monitoring requiring each of the relevant service providers including the Investment Manager to establish the necessary controls to ensure that all known risks are monitored and controlled in accordance with agreed procedures. The Directors receive periodic updates at their Board meetings on key risks and have adopted their own control review to ensure where, possible, risks are monitored appropriately.

 

Risk

Explanation/Mitigant

 

Collateral risk (default, recovery, prepayment)

Investment Instruments issued by Bank counterparties and purchased by the Company are linked to the credit performance of the Collateral. This means that defaults or credit losses in the Collateral may adversely impact the performance of the Company, the NAV and the value of the Shares.

 

The Investment Adviser undertakes a fundamental credit review entailing the selection and optimisation of the Collateral underlying a Bank Capital Solutions Transaction and develops quantitative scenarios using default rates, loss severities and prepayments applied to sub-pools within the Collateral. Alongside the fundamental credit analysis, the structural features of the transaction are also assessed. This includes a review of the payment waterfall, the subordination of the proposed Investment Instrument, the extent of the reserve fund, the amortisation profile and extension risk.

 

Where it is considered desirable, the Company may enter into hedging transactions designed to protect against or mitigate the consequences of single reference obligations defaulting and/or more generalised credit events.

 

Bank counterparty risk

Bank capital solutions transactions may expose the Company to the Bank Counterparty's credit risk. The terms of such transactions will generally include credit rating triggers such that the transaction is terminated or accelerated, or other credit support features are activated, if the Bank Counterparty's credit ratings decline by more than a predetermined threshold.

 

The Company may enter into credit hedging arrangements to ensure that the net exposure to any Bank Counterparty is no more than 20% of the NAV as at the date that any relevant credit hedging contract matures or is adjusted or rolled over.

 

Currency risk

The type of securities in which the Company invests, to the extent not sterling denominated, may be sensitive to changes in foreign exchange rates.

 

The Company may implement hedging strategies designed to protect investments from movements in exchange rates. Such strategies may include (but are not limited to) options, forwards, and futures.

 

 

 

Statement of Principal Risks and Uncertainties (continued)

 

Risk (continued)

Explanation/Mitigant (continued)

 

Valuation and classification of financial assets at fair value through profit or loss risk

 

Investments are valued in accordance with the Company's Valuation Policy, which is compiled with reference to key principles comprising independence, documentation, transparency, consistency and relevance. The Valuation Policy documents the pricing process and timeline, with particular reference to difficult to value securities, and sets out escalation procedures.

 

The Board has established a committee to review the valuation of illiquid Investment Instruments, particularly where a valuation is provided by a single counterparty or where the Investment Adviser's risk officer recommends a materially different valuation than that provided by a counterparty. The Company has also engaged Duff & Phelps, Ltd ("Duff & Phelps"), as a valuation advisor to provide certain limited procedures on some Transactions' valuation which the Investment Adviser identified and requested Duff & Phelps to perform. For the avoidance of doubt, notwithstanding the Company's engagement with Duff & Phelps, the Valuation Committee of the Company remains ultimately responsible for the determination of the Fair Value of each Transaction, but may consider Duff & Phelps' input in making such determinations. Specifically, as of 30 September 2017, Duff & Phelps estimated ranges of Fair Value for the Company's interests in four transactions.

 

 

Investment Manager and Investment Adviser risks

The Company is dependent on the expertise of the Investment Manager, the Investment Adviser and their respective key personnel to evaluate investment opportunities and to implement the Company's investment objective and investment policy.

 

The Board has instructed the Investment Manager to conduct the Company's investment related activities in compliance with the applicable law, the Company's investment objective, investment policy and guidelines and the Company's contractual obligations.

 

The Management Engagement Committee carried out its annual review of the performance and capabilities of the Investment Manager on 16 November 2017 and has confirmed the continued appointment of the Investment Manager is deemed to be in the interest of Shareholders.

 

There can be no assurance that the Investment Manager's past performance will be any guide to future performance or results.

Tax, legal and regulatory risks

 

Changes in the Company's tax status or tax treatment may adversely affect the Company, and if the Company becomes subject to the UK offshore fund rules there may be adverse tax consequences for certain UK resident Shareholders.

 

The Company expects that US taxpayers generally would be subject to adverse US tax consequences in respect of their investment in the Shares under US tax rules applicable to passive foreign investment companies ("PFIC"). Accordingly, the acquisition of Shares may not be a suitable investment for U.S. Holders (other than U.S. Holders that are tax-exempt organisations). U.S. Holders should consult their tax advisers regarding the application of the PFIC rules to an investment in Shares.

 

 

 

Statement of Principal Risks and Uncertainties (continued)

 

Risk (continued)

Explanation/Mitigant (continued)

Tax, legal and regulatory risks (continued)

 

On 23 November 2015 Guernsey issued regulations to implement the Common Reporting Standard ("CRS") under Guernsey's domestic law. The regulations follow on from the commitment made on 29 October 2014 by Guernsey, along with the other Crown Dependencies and a number of other jurisdictions, to start exchanging information under the CRS in respect of accounts maintained by financial institutions in Guernsey by 2017 at the earliest. The regulations will take effect from 1 December 2015 and will require Reporting Financial Institutions in Guernsey to apply from 1 January 2016 prescribed due diligence procedures to all financial accounts maintained by them in order to identify and report, where appropriate, certain information to Guernsey's income tax office ("ITO"), which in turn will transmit that information the following year to the tax offices of relevant jurisdictions. The requirements of CRS are closely aligned to requirements under the FATCA Model 1 Intergovernmental agreement.

 

Changes in the Basel III standards or other changes in the regulation of bank capital adequacy may make bank capital solutions transactions unattractive for Bank Counterparties or reduce the rates of return available, both of which may adversely affect the Company.

 

The AIFMD seeks to regulate AIFMs established in the EU and prohibits such managers from managing any AIF or marketing shares in such funds to investors in the EU unless the AIFM has been authorised.

 

The Company, as a Guernsey-registered closed ended fund which is not currently actively marketed in the EEA, is not directly impacted by the AIFMD (save for certain consequential effects arising from its appointment of an EU domiciled AIFM, such as the requirement to appoint a depositary). The Board acknowledges that if active marketing is undertaken in the EEA the private placement regime requirements for the relevant jurisdiction would need to be met.

 

The Board and its advisers have also implemented policies and risk based controls to monitor both the investment and operational risks that impact the Company to facilitate compliance with AIFMD. The Board is cognisant of the European Union's ongoing discussions regarding, inter alia, passporting arrangements for AIFs and ESMA's recommendations as regards to so called "third countries", i.e. non-EU member states. The Board and its advisers monitor developments to ensure continued compliance and to ensure that any potential opportunities are not missed.

 

The Administrator, Sub-Administrator, Broker and Investment Manager provide regular updates to the Board on compliance with the prospectus and changes in regulation.

 

Operational risks

The Company is exposed to the risk arising from any failures of systems and controls in the operations of the Investment Manager, AIFM, Administrator, the Sub-Administrator and the Custodian. The Board and its Audit Committee regularly review reports from its Outsourced Service Providers on their internal controls.

 

 

 

 

Statement of Directors' Responsibilities 

 

We confirm to the best of our knowledge that:

 

· these Condensed Unaudited Interim Financial Statements have been prepared in accordance with International Accounting Standard 34.

 

· the interim management report (comprising the Chairman's Statement and Investment Manager's Report) meets the requirements of an interim management report, and includes a fair review of the information required by:

 

(a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the period from 1 October 2017 to 31 March 2018 and their impact on the Unaudited Interim Financial Statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and

 

(b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place during the period from 1 October 2017 to 31 March 2018 and that have materially affected the financial position or performance of the entity during that period.

 

This responsibility statement was approved by the Board of Directors on 24 May 2018 and is signed on its behalf by:

 

 

 

 

 

 

Non-Executive Director: Non-Executive Director:

Date: 24 May 2018 Date: 24 May 2018

 

 

Independent Review Report to the Members of Chenavari Capital Solutions Limited

 

We have been engaged by the company to review the condensed set of financial statements in the interim financial report for the six months ended 31 March 2018 which comprises the Condensed Statement of Comprehensive Income, the Condensed Statement of Financial Position, the Condensed Statement of Changes in Equity, the Condensed Statement of Cash Flows and related notes 1 to 21. We have read the other information contained in the interim 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 International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. Our work has been undertaken so that we might state to the company those matters we are required to state to it in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our review work, for this report, or for the conclusions we have formed.

Directors' responsibilities

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

As disclosed in note 2, the annual financial statements of the Company are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this interim 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 interim financial report based on our review.

Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making inquiries, 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 interim financial report for the six months ended 31 March 2018 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

 

Deloitte LLP

Statutory Auditor

St Peter Port, Guernsey

24 May 2018 

 

Condensed Unaudited Statement of Comprehensive Income

For the period ended 31 March 2018

 

 

 

1 October 2017 to

31 March 2018

 

1 October 2016 to

31 March 2017

 

Note

£

 

£

Income

 

 

 

 

Interest income

 

 6,612

 

6,953

Net (loss)/gain on financial assets and financial liabilities held at fair value through profit or loss

11

 (41,496)

 

3,634,903

Total net (loss)/income

 

(34,884)

 

3,641,856

 

 

 

 

 

Expenses

 

 

 

 

Management fee

4

 496,718

 

603,454

Administration fee

5(b)

 26,000

 

26,000

Sub-administration fee

5(c)

 31,724

 

40,761

Custodian fees

5(d)

 15,750

 

15,750

Corporate broking fee

5(a)

 37,500

 

37,681

Directors' fees

 

 57,500

 

57,500

Legal fee

 

10,000

 

15,351

Audit fee

14

 41,000

 

41,000

Other operating expenses

 

 54,450

 

52,201

Total operating expenses

 

 770,642

 

889,698

 

 

 

 

 

Financing costs

 

 

 

 

Interest expense

 

22,722

 

10,981

 

 

 

 

 

(Loss)/profit for the period

 

(828,248)

 

2,741,177

 

 

 

 

 

 

 

 

 

 

Earnings per Share

 

 

 

 

Basic and diluted

8

(0.76)p

 

2.20p

 

 

 

 

 

 

 

All amounts relate to continuing operations. There were no items recognised as other comprehensive income that have not already been recognised in loss/ profit for the period. As such, this represents total comprehensive income for the period.

 

 

 

 

 

 

 

All items in the above statement derive from continuing operations.

 

The condensed schedule of investments and the notes to the financial statements are an integral part of the financial statements.

 

Condensed Unaudited Statement of Financial Position

As at 31 March 2018

 

 

 

30 March 2018

 

30 September 2017

 

Note

£

 

£

Assets

 

 

 

 

Financial assets at fair value through profit or loss

10

 68,099,620

 

 91,580,241

Due from broker

12

 3,242,623

 

 1,758,075

Other receivables and prepayments

13

 40,009

 

 16,382

Cash and cash equivalents

6,2

 22,010,998

 

 16,321,866

Total assets

 

 93,393,250

 

 109,676,564

 

 

 

 

 

Equity

 

 

 

 

Share capital and share premium

15

 103,591,662

 

 115,591,616

Retained deficit

 

 (10,834,138)

 

 (6,649,631)

Total equity

 

 92,757,524

 

 108,941,985

 

 

 

 

 

Current liabilities

 

 

 

 

Financial liabilities at fair value through profit or loss

2,10

409,916

 

 370,704

Due to broker

12

 -

 

 28,921

Accrued expenses

14

 225,810

 

 334,954

Total liabilities

 

 635,726

 

 734,579

 

 

 

 

 

Total equity and liabilities

 

 93,393,250

 

109,676,564

 

 

 

 

 

 

 

 

 

 

Shares outstanding

15

 104,345,215

 

117,253,944

NAV per Share

9

 88.89p

 

92.91p

 

 

The financial statements on pages 19 to 22 were approved by the Board of Directors and authorised for issue on 24 May 2018.

 

Non-Executive Director: Non-Executive Director:

Date: 24 May 2018 Date: 24 May 2018

 

 

 

 

 

The condensed schedule of investments and the notes to the financial statements are an integral part of the financial statements. 

 

Condensed Unaudited Statement of Changes in Equity

For the period ended 31 March 2018

 

 

 

Retained earnings

Share capital and share premium

Total

 

Note

£

£

£

 

 

 

 

 

At 30 September 2017

 

(6,649,631)

115,591,616

108,941,985

Loss for the period

 

(828,248)

 -

(828,248)

Shares redeemed during the period

15

 -

(11,999,954)

(11,999,954)

Distributions to equity shareholders

17

(3,356,259)

 -

(3,356,259)

At 31 March 2018

 

(10,834,138)

103,591,662

92,757,524

 

 

For the period ended 31 March 2017

 

 

 

Retained earnings

Share capital and share premium

Total

 

Note

£

£

£

 

 

 

 

 

At 30 September 2016

 

(4,871,013)

127,694,000

122,822,987

Profit for the period

 

2,741,177

-

2,741,177

Shares redeemed during the period

15

-

(5,102,426)

(5,102,426)

Distributions to equity shareholders

17

(4,558,380)

-

(4,558,380)

At 31 March 2017

 

(6,688,216)

122,591,574

115,903,358

 

 

 

  

 

The condensed schedule of investments and the notes to the financial statements are an integral part of the financial statements. 

 

Condensed Unaudited Statement of Cash Flows

For the period ended 31 March 2018

 

 

 

1 October 2017 to

31 March 2018

 

1 October 2016 to

31 March 2017

 

 

 

 

 

 

 

£

 

£

Cash flows from operating activities

 

 

 

 

(Loss)/profit for the period

 

(828,248)

 

2,741,177

 

 

 

 

 

Adjustments for non-cash items and working capital:

 

 

 

 

Purchase of investments

 

 (12,829,487)

 

(598,144)

Disposal and pay downs of investments

 

 25,888,605

 

776,978

Unrealised net loss on financial assets and derivatives at fair value

 

 10,460,715

 

2,896,937

 Increase in amounts due from brokers

 

 (1,484,548)

 

(2,627,860)

(Increase)/decrease in other receivables and prepayments

 

 (23,627)

 

46,554

Decrease in amounts due to brokers

 

 (28,921)

 

(566,576)

Increase in partial compulsory redemption of shares payable

 

-

 

4,999,956

Decrease in accrued expenses

 

(109,144)

 

(4,856)

Net cash inflow from operating activities

 

21,045,345

 

7,664,166

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

Redemption of redeemable participating shares

 

 (11,999,954)

 

(5,102,426)

Distributions to equity Shareholders

 

 (3,356,259)

 

(4,558,380)

Net cash outflow from financing activities

 

 (15,356,213)

 

(9,660,806)

 

 

 

 

 

Net increase/(decrease) in cash and cash equivalents

 

 5,689,132

 

(1,996,640)

Cash and cash equivalents at beginning of the period

 

 16,321,866

 

11,538,313

Cash and cash equivalents at end of the period

 

 22,010,998

 

9,541,673

 

 

 

 Notes to the Condensed Unaudited Financial Statements

1. General information

 

Background information on the Company's activities can be found in the Company's prospectus dated 23 September 2013 and please also refer to the year end 2017 Financial Statements, both of which are available on our website address www.chenavaricapitalsolutions.com.

 

2. Summary of significant accounting policies

 

The principal accounting policies applied in the preparation of these financial statements are set out below.

 

2.1 Basis of preparation

The Annual Financial Statements of the Company are prepared in accordance with IFRS as adopted by the European Union, the Disclosure and Transparency Rules of the Financial Conduct Authority and applicable legal and regulatory requirements of the Law. The condensed set of financial statements have been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting as adopted by the European Union".

 

The same accounting policies, presentation and methods of computation are followed in the condensed set of financial statements as applied in the Company's latest set of audited financial statements, a copy of which can be found on our website at www.chenavaricapitalsolutions.com.

2.2 Going concern

The Directors believe that it is appropriate to adopt the going concern basis in preparing the Financial Statements. In reaching their view and, as explained in the Corporate Summary on page 5, following the commencement of the Company's Realisation Period on 1 January 2017, it is the Board's current expectation that the portfolio will be substantially realised by mid 2021. The Directors have further considered the Company's holding in cash and cash equivalents and the distribution features of the Company's income generating investments, meaning the Company has adequate financial resources to meet its liabilities as they fall due over a period of at least twelve months from the date of approval of the financial statements.

 

3. Critical accounting judgements and key sources of estimation uncertainty

 

The preparation of the Company's Financial Statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the accompanying disclosures. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

 

3.1 Key sources of estimation uncertainty

Fair value of financial instruments

The assets held by the Company are mostly valued through a combination of dedicated price feeds from recognised valuation vendors and the application of relevant broker quotations where the broker is a recognised market maker in the respective position and where there are not readily available, internal valuations are used.

 

A documented valuation policy determines the hierarchy of prices to be applied to the fair value. Prices are sourced from third party broker or dealer quotes for the relevant security. Where no third party price is available, or where the Investment Manager determines that the third party quote is not an accurate representation of the fair value, the Investment Manager will determine the valuation based on the valuation policy. This may include the use of a comparable arm's length transaction, reference to other securities that are substantially the same, discounted cash flow analysis and other valuation techniques commonly used by market participants making the maximum use of market inputs and relying as little as possible on entity-specific inputs.

 

Note 7 outlines the Level 3 classifications and the analysis of the impacts of Level 3 investments on the performance of the Company.

 

 

Notes to the Condensed Unaudited Financial Statements (continued)

 

3. Critical accounting judgements and key sources of estimation uncertainty (continued)

 

3.2 Critical judgements in applying accounting policies

Functional currency

The Company transacts and holds investments and cash balances in multiple currencies. The Board of Directors considers GBP (£) as the currency that most fairly represents the economic effect of the underlying transactions, events and conditions. The performance of the Company is measured and reported to the investors in GBP.

 

Valuation and classification of investments

The Board of Directors consider the valuation of investments and the classification of these investments in the fair value hierarchy as the critical judgements. The fair value of investments is described in 3.1 above and the judgements associated with the disclosures in the fair value hierarchy are described in note 7.

 

4. Related Parties

 

(a) Directors' Remuneration & Expenses

The Directors of the Company are remunerated for their services at such a rate as the Directors determine. The fee for Mr. Mouchotte is £37,500. The fee for Mr. Stokes as Chairman of the Audit Committee is £40,000 per annum. The fee for Mr. King as Chairman is £40,000 per annum.

During the period ended 31 March 2018, Directors fees of £57,500 (for the period ended 31 March 2017: £57,500) were charged to the Company, of which £nil (30 September 2017: £nil) remained payable at the end of the period.

(b) Shares held by related parties

At 31 March 2018, the Directors held the following Shares in the Company: Mr King 27,022, Mr Stokes 36,029 and Mr Mouchotte 4,505.

 

As at 31 March 2018 neither the Investment Manager nor partners and employees of the Investment Manager or the Investment Advisor held any of the Issued Share Capital. Chenavari Investment Managers Holdings, which is the holding Company of the Investment Manager and the Investment Advisor held 1,050,032 shares of the Company.

 

In addition, as of 31 March 2018, a fund managed by the Investment Manager held 20,968,570 shares of the Company.

 

(c) Investment Manager and AIFM

The Company receives investment management services from the Investment Manager, a limited company (Société à Responsabilité Limitée de Droit Luxembourgeois) incorporated in Luxembourg. Under the terms of the investment management agreement dated 23 September 2013 as novated on 22 July 2014 the Investment Manager receives in return a fee of one-twelfth of 1% on the NAV, payable monthly in arrears. The Investment Manager has appointed the Investment Adviser, to provide investment advisory services to the Investment Manager. The Investment Manager is responsible for paying the Investment Adviser. The Investment Management Agreement is terminable by either the Investment Manager or the Company giving to the other not less than 12 months' written notice, such notice not to be served before the fourth anniversary of Admission.

 

Total management fees for the period amounted to £496,718 for Chenavari Investment Managers (Luxembourg) S.àRL (for the period ended 31 March 2017: £603,454) with £77,125 (30 September 2017: £188,612) in outstanding accrued fees at the period end.

 

The Investment Manager is also entitled to receive from the Company a performance fee equal to 20% of realised returns (i.e. dividends and capital repayments/returns) to Shareholders, subject to a hurdle of 7.5% per annum with a catch up. The catch-up operates such that a performance fee shall not become payable until the Company has distributed to Shareholders an amount equal to the Gross Issue Proceeds as increased by a hurdle rate of 7.5% per annum (the "Hurdle"). Thereafter, amounts available for distribution in excess of the Hurdle shall be distributed by the Company as to 50% to Shareholders and paid as to 50% to the Investment Manager until the Investment Manager has received 20% of all amounts in excess of the Gross Issue Proceeds. Thereafter, all further amounts available for distribution by the Company shall be distributed as to 80% to Shareholders and paid as to 20% by way of payment of the performance fee to the Investment Manager.

 

As of 31 March 2018, no performance fee was accrued according to those principles.

 

 

Notes to the Condensed Unaudited Financial Statements (continued)

4. Related Parties (continued)

 

(c) Investment Manager and AIFM (continued)

The Company has funded investments with a value of £37,861,152 via Convertible Preferred Equity Certificates and/or occasionally beneficiary shares issued by legally segregated compartments of AREO S.àRL ("Areo"), a company incorporated in Luxembourg under the Securitization Law of 2004. Areo is owned by the Chenavari group and Chenavari funds and is managed by a Board of Directors composed of a majority of independent directors that consider investment opportunities sourced by the Investment Adviser. The Company is currently invested in six compartments of Areo, which it fair values in accordance with IFRS 13 as set out in the Company's accounting policies. The Investment Manager and Investment Adviser receive no fees from Areo in relation to these transactions.

 

5. Material Agreements

 

(a) Corporate broker

Fidante Partners Europe Limited, trading as Fidante Capital, receives a retainer for their corporate broking services of £75,000 per annum, payable semi-annually in arrears.

 

(b) Administration fee

Estera Administration (Guernsey) Limited (formerly Morgan Sharpe Administration Limited) (the "Administrator") serves as the Company's administrator and secretary. The Administrator is entitled to a fee of £52,000 per annum. All fees are payable quarterly in advance. Administration fees for the period amounted to £26,000 (period ended 31 March 2017: £26,000).

(c) Sub-administration fee

The Administrator has appointed Quintillion Limited (the "Sub-Administrator") as the Company's sub-administrator.

 

The Sub-Administrator is entitled to receive an annual asset-based fee from the Company of up to 0.085% per annum of NAV, excluding certain expenses. Sub-administration fees for the period amounted to £31,724 (period ended 31 March 2017: £40,761) of which £9,734 (30 September 2017: £5,946) remained payable at the end of the period.

 

(d) Custodian fee

JPMorgan Chase Bank N.A has been appointed to act as custodian to the Company and to provide custodial, settlement and other associated services to the Company. Under the provisions of the custodian agreement dated 5 September 2013 the Custodian is entitled to a safekeeping and administration fee on each transaction calculated using a basis point fee charge based on the country of settlement and the value of the assets together with various other payment/wire charges on outgoing payments, subject to an aggregate minimum fee of £31,500 per annum.

 

(e) Depository fee

Elavon Financial Services Limited has been appointed to act as depository to the Company. The Depository is entitled to 0.05% per annum of NAV. Depository fees for the period amounted to £2,484 (period ended 31 March 2017: £3,017) of which £779 (30 September 2017: £453) remained payable at the end of the period.

 

(f) Investment Manager

Contractual arrangements relating to the Investment Manager are detailed in note 4.

 

6. Financial risk management

 

The responsibility for financial risk management lies with the Board of the Company but it has delegated the day to day monitoring of this to the Investment Manager.

 

The Investment Adviser will be responsible for sourcing potential investments. Recommended investments will be presented to the Investment Manager for its approval. The Investment Manager will not be required to, and generally will not, submit decisions concerning the discretionary or ongoing management of the Company's assets for the approval of the Board, except where such approval relates to an application of the investment guidelines or a conflict of interest. Any investment recommended by the Investment Adviser which the Investment Manager rejects will however, be promptly notified to the Board.

 

 

Notes to the Condensed Unaudited Financial Statements (continued)

6. Financial risk management (continued)

 

6.1 Credit risk

The main concentration of credit risk to which the Company is exposed arises from the Company's investments in Regulatory Capital Transactions.

 

The Company mitigates its credit risk on Regulatory Capital transactions through extensive due diligence before investment.

 

To the extent that the Portfolio is exposed to underlying concentrations in any one geographical region, borrower sector or credit or asset type, an economic downturn relating generally to such geographical region, borrower type or credit or asset type may result in an increase in underlying defaults or prepayments within a short time period. This could reduce the Company's income (and thus the ability to pay dividends to Shareholders), the NAV and the value of the Shares. The Portfolio is expected to carry leveraged exposure and an increase in credit losses with respect to any or all Collateral could reduce the Company's income (and thus the ability to pay dividends to Shareholders), the NAV and the value of the Shares.

 

No more than 20% of the NAV, calculated at the time of investment, will be exposed to any one Bank Counterparty. Such exposure will be calculated on a net basis, taking into account effective credit hedging arrangements entered into by the Company in relation to the relevant Bank Counterparty. This limit shall increase to 25% net exposure to any one Bank Counterparty where, in the Board's opinion, the relevant Investment Instrument is expected to amortise such that, within one year of investment, the expected capital balance outstanding is less than 20% of NAV, calculated at the time of investment.

 

Where credit hedging arrangements are used in order to comply with these limits, the hedges will be maintained such that the net exposure to the Bank Counterparty is no more than 20% of the NAV as at the date that any relevant credit hedging contract matures or is adjusted or rolled over.

 

For the avoidance of doubt, cash pending investment or held on deposit under the terms of an Investment Instrument may be held without limit with a financial institution with short term credit ratings of A-2 (Standard & Poor's) or P-2 (Moody's) or better.

 

The Company manages the portfolio with appropriate diversification in terms of sectors and geographical breakdowns.

 

As at 31 March 2018 and 30 September 2017, the breakdown of the NAV per asset class and geography was as follows:

 

 

Asset class breakdown

31 March 2018

 

30 September 2017

 

% NAV

 

% NAV

Mortgages

3.00%

 

2.84%

Corporate loans

21.84%

 

32.59%

SME loans

48.56%

 

46.58%

Cash, Hedges and Accruals

26.60%

 

17.99%

Total

100.00%

 

100.00%

 

 

Notes to the Condensed Unaudited Financial Statements (continued)

6. Financial risk management (continued)

6.1 Credit risk (continued)

 

 

Geographic breakdown

31 March 2018

 

30 September 2017

 

% NAV

 

% NAV

U.K.

13.57%

 

15.43%

France

1.14%

 

2.13%

Germany

9.82%

 

8.98%

Italy

11.79%

 

10.42%

Netherlands

1.62%

 

2.27%

Portugal

6.75%

 

9.96%

Spain

16.75%

 

15.40%

Switzerland

5.32%

 

4.86%

USA

3.25%

 

7.54%

Others

3.39%

 

5.02%

Cash, Hedges and Accruals

26.60%

 

17.99%

Total

100.00%

 

100.00%

 

The Company is also exposed to counterparty credit risk on forwards, cash and cash equivalents, amounts due from brokers and other receivable balances, as shown in the following table:

 

 

 

 

 

 

Bank of America

Citigroup

JP Morgan*

Total

S&P Rating

A-2

A-2

A-2

 

 

£

£

£

£

31 March 2018

 

 

 

 

Cash and cash equivalents

-

 (497)

 22,011,495

 22,010,998

Due from broker

 2,788,248

 446,136

 8,239

 3,242,623

CDSs

 (217,279)

-

-

 (217,279)

Forward FX contracts

 (90,382)

 (83,120)

-

 (173,502)

Total counterparty exposure

 2,480,587

 362,519

 22,019,734

 24,862,840

Net asset exposure %

2.67%

0.39%

23.74%

26.80%

 

 

 

 

 

30 September 2017

 

 

 

 

Cash and cash equivalents

-

-

 16,321,866

 16,321,866

Due from broker

 1,407,714

 340,296

 10,065

 1,758,075

CDSs

(163,416)

(207,288)

-

(370,704)

Forward FX contracts

 2,230,536

-

-

 2,230,536

Total counterparty exposure

3,474,834

133,008

16,331,931

19,939,773

Net asset exposure %

3.19%

0.12%

14.99%

18.30%

 

* JP Morgan cash and cash equivalents represents cash held in a custodian account.

 

Offsetting Financial Assets and Financial Liabilities

The Company enters into transactions with a number of counterparties whereby the resulting financial instrument is subject to an enforceable master netting arrangement or similar agreement, such as an International Swaps and Derivatives Association ("ISDA") Master Agreement (a "Master Netting Agreement"). Such Master Netting Agreements may allow for net settlement of certain open contracts where the Company and the respective counterparty both elect to settle on a net basis. In the absence of such an election, contracts will be settled on a gross basis. All Master Netting Agreements allow for net settlement at the option of the non-defaulting party in an event of default, such as failure to make payment when due or bankruptcy.

 

 

Notes to the Condensed Unaudited Financial Statements (continued)

6. Financial risk management (continued)

6.1 Credit risk (continued)

 

Offsetting Financial Assets and Financial Liabilities (continued)

The Company receives and provides cash collateral in respect of derivative transactions subject to the standard industry terms of ISDA's Credit Support Annex.

 

None of the financial assets and financial liabilities are offset in the Statement of Financial Position, as the Master Netting Agreements create a right of set-off of recognized amounts that is enforceable only following an event of default, insolvency or bankruptcy of the Company or counterparties. In addition, the Company and its counterparties do not intend to settle on a net basis or to realise the assets and settle the liabilities simultaneously.

 

6.2 Foreign currency risk

Foreign currency risk is the risk of gain or loss resulting from exposure to movements on exchange rates on investments priced in currencies other than the base currency of the Company. The Company does not actively take risk in foreign currency, but incurs it as a normal course of business and employs a series of economic hedges to minimise these risks.

 

The currency exposure as at 31 March 2018 is as follows:

 

Currency

Investments

FX Hedges

Cash

Other net assets

31 March 2018 Total exposure

31 March 2018 Total exposure

NAV impact for a +/-10% FX rate move

 

£

£

£

£

£

%

%

CHF

3,704,994

 (3,734,788)

21,937

-

 (7,857)

(0.01%)

0.00%

EUR

43,869,042

 (44,826,652)

529,879

10,520

(417,211)

(0.45%)

(0.05%)

USD

8,769,794

 (8,753,297)

184,977

18,946

220,420

0.24%

0.02%

 

56,343,830

 (57,314,737)

736,793

29,466

(204,648)

(0.22%)

(0.03)%

 

The currency exposure as at 30 September 2017 is as follows:

 

Currency

Investments

FX Hedges

Cash

Other net assets

30 September 2017 Total exposure

30 September 2017 Total exposure

NAV impact for a +/-10% FX rate move

 

£

£

£

£

£

%

%

CHF

3,856,434

 (3,932,102)

134,577

-

58,909

0.05%

0.01%

EUR

49,242,171

 (52,253,851)

2,814,514

 (16,562)

 (213,728)

(0.20%)

0.00%

USD

21,455,118

 (23,793,059)

2,613,784

 (21,057)

254,786

0.23%

0.02%

 

74,553,723

 (79,979,012)

5,562,875

 (37,619)

99,967

0.08%

0.03%

 

6.3 Interest rate risk

Interest rate risk is the risk of gain or loss resulting from exposure to movements on interest rates. The Company only holds floating rate financial instruments which have little exposure to fair value interest rate risk as, when the short term interest rates increase, the interest on a floating rate note will increase. The value of asset backed securities may be affected by interest rate movements, i.e. if interest rates increased/ decreased this would have a positive/ negative impact on NAV. Interest receivable on bank deposits or payable on bank overdraft positions will be affected by fluctuations on interest rates; however the underlying cash positions will not be affected.

 

The Company's continuing position in relation to interest rate risk is monitored by the Investment Manager.

 

 

Fixed rate

Floating rate

Non-interest

 

interest

interest

Bearing

 

£

£

£

31 March 2018

 

 

 

Financial assets at fair value through profit or loss

 27,103,529

 40,976,957

 19,135

Due from broker

-

 3,242,623

-

Other receivables and prepayments

-

-

 40,009

Cash and cash equivalents

-

 22,010,998

-

Financial liabilities at fair value through profit or loss

-

 (173,503)

 (236,413)

Accrued expenses

-

-

 (225,810)

 

 27,103,529

 66,057,075

 (403,079)

 

Notes to the Condensed Unaudited Financial Statements (continued)

6. Financial risk management (continued)

6.3 Interest rate risk (continued)

 

Fixed rate

Floating rate

Non-interest

 

interest

interest

Bearing

 

£

£

£

30 September 2017

Financial assets at fair value through profit or loss

17,781,857

71,567,848

2,230,536

Due from broker

-

1,758,075

-

Other receivables and prepayments

-

-

16,382

Cash and cash equivalents

-

16,321,866

-

Financial liabilities at fair value through profit or loss

-

 (370,704)

-

Due to broker

-

-

(28,921)

Accrued expenses

-

-

 (334,954)

 

 17,781,857

 89,277,085

 1,883,043

     

 

6.4 Liquidity risk

A proportion of the Company's statement of financial position is made up of assets and liabilities which may not be realisable as cash on demand. As a result an exposure to liquidity risk exists. This risk is mitigated by the closed-ended nature of the Company and the reinvestment Period and distribution features.

 

The table below analyses the Company's liabilities into relevant maturity groups based on the remaining period at the statement of financial position date to the contractual maturity date.

 

 

Less than 3 months

Greater than 3 months

Total

 

£

£

£

31 March 2018

 

 

 

Financial liabilities at fair value through profit or loss

( 236,413)

 (173,503)

 (409,916)

Accrued expenses

 (185,566)

 (40,244)

 (225,810)

 

(421,979)

(213,747)

 (635,726)

 

30 September 2017

 

Financial liabilities at fair value through profit or loss

-

(370,704)

(370,704)

Due to broker

(28,921)

-

(28,921)

Accrued expenses

(300,154)

(34,800)

(334,954)

 

(329,075)

(405,504)

(734,579)

 

The Company is all equity funded and has been established as a Registered Closed-ended Collective Investment Scheme. Other than in the circumstances and subject to the conditions set out in Part I of the prospectus, Shareholders will have no right to have their Shares redeemed or repurchased by the Company at any time. Shareholders wishing to realise their investment in the Company will normally therefore be required to dispose of their Shares through the secondary market.

 

6.5 Price risk

Market price risk arises mainly from uncertainty about future prices of financial instruments and credit ratings of debt issuers in which the Company invests. Market price risk represents the potential loss the Company may suffer through price movements on its investments.

 

The Company is exposed to market price risk arising from the investments in equity securities, debt and derivatives.

 

The Investment Manager manages the Company's price risk and monitors its overall market positions on a daily basis in accordance with the Company's investment objective and policies. The Company's overall market positions are monitored on a quarterly basis by the Board of Directors.

 

As at 31 March 2018, a 5% movement in prices (with all other variables held constant) would have resulted in a change to the total net assets of £3,384,485 (30 September 2017: £4,560,477).

 

 

Notes to the Condensed Unaudited Financial Statements (continued)

7. Fair value of financial instruments

 

The fair values of financial assets and liabilities traded in active markets (such as publicly traded derivatives and trading securities) are based on quoted market prices at the close of trading on the period end date. The Company has adopted IFRS 13, 'Fair value measurement' and this standard requires the Company to price its financial assets and liabilities using the price in the bid-ask spread that is most representative of fair value for both financial assets and financial liabilities. If a significant movement in fair value occurs subsequent to the close of trading up to midnight on the period end date, valuation techniques will be applied to determine the fair value. No such event occurred. An active market is a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis.

 

For financial assets and liabilities not traded in active markets the fair value is determined by using various methods including internal models, alternative price sources including a combination of dedicated price feeds from recognised valuation vendors and the application of relevant broker quotations where the broker is a recognised dealer in the respective position. Where broker quotes are not available, investment valuations are based on the Investment Adviser's internal models.

 

The hierarchy is broken down into three levels based on the observability of inputs as follows:

 

Level 1: Quoted 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 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 for which all significant inputs are directly or indirectly observable from market data.

 

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

 

The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety. For this purpose, the significance of an input is assessed against the fair value measurement in its entirety. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a Level 3 measurement. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgement, considering factors specific to the asset or liability.

 

The determination of what constitutes 'observable' requires significant judgement by the Company. The Company considers observable data to be that market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.

 

 

Notes to the Condensed Unaudited Financial Statements (continued)

7. Fair value of financial instruments (continued)

 

The following tables show the Company's assets and liabilities based on the hierarchy set out in IFRS 13:

 

As at 31 March 2018

 

 

Quoted prices in active markets for identical assets

Significant other observable

inputs

Significant unobservable inputs

 

Assets

 

(Level 1)

(Level 2)

(Level 3)

Total

 

 

£

£

£

£

Financial assets held for trading

 

 

 

 

Debt securities (by instrument currency)

 

 

 

 

 

Asset backed securities

-

-

68,080,485

68,080,485

OTC Derivatives

 

 

 

 

 

Forward FX contracts

-

19,135

-

19,135

Total assets

 

-

19,135

68,080,485

68,099,620

 

Liabilities

 

 

 

 

 

Financial liabilities held for trading

 

 

 

 

OTC Derivatives

 

 

 

 

 

CDSs

-

 (173,503)

-

 (173,503)

 

Forward FX contracts

-

 (236,413)

-

 (236,413)

Total liabilities

-

(409,916)

-

(409,916)

 

As at 30 September 2017

 

 

Quoted prices in active markets for identical assets

Significant other observable

inputs

Significant unobservable inputs

 

Assets

 

(Level 1)

(Level 2)

(Level 3)

Total

 

 

£

£

£

£

Financial assets held for trading

 

 

 

 

Debt securities (by instrument currency)

 

 

 

 

 

Europe: Asset backed securities

-

-

53,469,309

53,469,309

 

UK: Asset backed securities

-

-

14,425,278

14,425,278

 

US: Asset backed securities

-

-

21,455,118

21,455,118

OTC Derivatives

 

 

 

 

 

Forward FX contracts

-

2,230,536

-

2,230,536

Total assets

 

-

2,230,536

89,349,705

91,580,241

 

Liabilities

 

 

 

 

 

Financial liabilities held for trading

 

 

 

 

OTC Derivatives

 

 

 

 

 

CDSs

-

 (370,704)

-

(370,704)

Total liabilities

-

 (370,704)

-

 (370,704)

 

Financial instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within Level 2. These include corporate bonds, asset backed bonds, certain non-sovereign obligations and over-the-counter derivatives. As Level 3 investments include positions that are not traded in active markets and/or are subject to transfer restrictions, valuations may be adjusted to reflect illiquidity and/or non-transferability, which are generally based on available market information.

Investments classified within Level 3 have significant unobservable inputs, as they trade infrequently.

 

 

 

Notes to the Condensed Unaudited Financial Statements (continued)

7. Fair value of financial instruments (continued)

 

There has been no transfer from Level 3 to Level 2 (30 September 2017: no transfer from Level 3 to Level 2) during the period. Ten Level 3 investments (30 September 2017: Eleven) were held at period end. There has been no transfer from Level 2 to Level 3 (30 September 2017: one transfer from Level 2 to Level 3).

 

 

 

30/09/2017

 

 

 

 

 

 

31/03/2018

Product type

Transaction

Trade date

Fair value

Realised

Unrealised & FX

Purchases

Sales

Redemption

Transfer from/to Level 2

Fair value

BS CLO

4

26/11/2013

10,855,815

-

(4,596,098)

-

-

-

-

6,259,716

BS CLO

5

30/04/2014

8,855,632

1,491,932

(1,774,719)

-

-

(8,572,845)

-

-

NPL

8

07/10/2014

13,918,681

3,112,631

(3,678,528)

-

(523,297)

-

-

12,829,487

NPL

9

24/09/2015

2,724,626

-

(13,737)

-

-

-

-

2,710,888

BS CLO

11

19/12/2014

7,192,168

-

(137,066)

-

-

-

-

7,055,102

BS CLO

12

26/06/2015

3,723,821

-

(18,421)

-

-

-

-

3,705,399

RMBS

13

18/02/2015

367,241

-

(294,179)

-

-

-

-

73,062

BS CLO

15

11/05/2016

14,058,036

-

(132,515)

-

-

(18,925)

-

3,704,994

BS CLO

16

26/05/2016

3,856,434

-

284,187

-

-

-

-

11,481,952

BS CLO

17

15/07/2016

11,197,765

-

(2,567,945)

-

-

-

-

11,490,091

BS CLO

18

23/05/2014

12,599,486

596,303

(452,648)

-

-

(3,973,346)

-

8,769,794

 

 

 

89,349,705

5,200,866

(13,381,669))

12,829,487

(13,352,784)

(12,565,116)

-

68,080,485

 

 

 

30/09/2016

 

 

 

 

 

 

30/09/2017

Product type

Transaction

Trade date

Fair value

Realised

Unrealised & FX

Purchases

Sales

Redemption

Transfer from/to Level 2

Fair value

BS CLO

4

26/11/2013

16,350,901

-

(5,495,086)

-

-

-

-

 10,855,815

BS CLO

5

30/04/2014

11,360,912

565,408

(702,832)

-

-

(2,367,856)

-

8,855,632

NPL

8

07/10/2014

15,443,842

161,545

(108,285)

-

 (1,578,421)

-

-

13,918,681

NPL

9

24/09/2015

3,105,762

-

(381,136)

-

-

-

-

2,724,626

BS CLO

11

19/12/2014

7,167,868

-

24,300

-

-

-

-

7,192,168

BS CLO

12

26/06/2015

3,875,639

-

(151,818)

-

-

-

-

3,723,821

RMBS

13

18/02/2015

926,774

63,761

(386,499)

-

(236,795)

-

-

367,241

BS CLO

15

11/05/2016

13,421,618

-

636,418

-

-

-

-

 14,058,036

BS CLO

16

26/05/2016

4,008,443

(28,179)

(123,830)

-

-

-

-

3,856,434

BS CLO

17

15/07/2016

11,357,316

(259,509)

99,957

-

 

-

-

 11,197,765

BS CLO

18

23/05/2014

-

-

(894,607)

-

-

-

13,494,093

12,599,486

 

 

 

87,019,075

503,026

(7,483,418)

-

(1,815,216)

(2,367,856)

13,494,093

89,349,705

 

Product type

Description

ARB CDO

Arbitrage CDO

ARB CLO

Arbitrage CLO

BS CLO

Balance Sheet CLO

RMBS

Residential mortgage-backed security

NPL

Non-performing loan

 

As of 31 March 2018, ten (30 September 2017: eleven) investments were categorised within Level 3 of the fair value hierarchy, representing 73.40% (30 September 2017: 82.02%) of the NAV.

 

In order to measure Level 3 assets sensitivities, the Company is using the sensitivity scenario prepared by the Investment Adviser. Those scenario are testing all main parameters simultaneously and do not represent levels at which a transaction who occur on those investments in normal conditions. Typical parameters tested are default rates, recovery rates and prepayment rates. An increase in default rates would result in a decrease to the NAV. An increase in recovery rates and prepayments would result in an increase to the NAV. 

Notes to the Condensed Unaudited Financial Statements (continued)

7. Fair value of financial instruments (continued)

 

The intensity of test varies across the portfolio and differ according to asset class, sector, vintage and country.

 

Transaction 4

The main sensitivity of the transaction is to the occurrence of defaults and recovery rates in the underlying reference pool.

 

In the Investment Adviser's sensitivity scenario the impact to the Company's NAV is (0.74)% (30 September 2017: 3.09%).

 

Transaction 8

The main sensitivity of the transaction is to the collection level on the pool of loans.

 

In the Investment Adviser's sensitivity scenario the impact to the Company's NAV is (1.97)% (30 September 2017: 0.90 %).

 

Transaction 9

The main sensitivity of the transaction is to the collection level on the pool of loans.

 

In the Investment Adviser's sensitivity scenario the impact to the Company's NAV is (0.42)% (30 September 2017: 0.18%).

 

Transaction 11

The main sensitivity of the transaction is to the occurrence of defaults and recovery rates in the underlying reference pool.

 

In the Investment Adviser's sensitivity scenario the impact to the Company's NAV is (0.20)% (30 September 2017: 0.12%).

 

Transaction 12

The main sensitivity of the transaction is to the occurrence of defaults and recovery rates in the underlying reference pool.

 

In the Investment Adviser's sensitivity scenario the impact to the Company's NAV is (0.13)% (30 September 2017: 0.09%).

 

Transaction 15

The main sensitivity of the transaction is to the occurrence of defaults in the underlying reference pool and extension risk.

 

In the Investment Adviser's sensitivity scenario the impact to the Company's NAV is (0.11)% (30 September 2017: 0.08%).

 

Transaction 16

The main sensitivity of the transaction is to the occurrence of defaults and recovery rates in the underlying reference pool.

 

In the Investment Adviser's sensitivity scenario the impact to the Company's NAV is (1.29)% (30 September 2017: 0.60%).

 

Transaction 17

The main sensitivity of the transaction is to the occurrence of defaults and recovery rates in the underlying reference pool.

 

In the Investment Adviser's sensitivity scenario the impact to the Company's NAV is (0.41)% (30 September 2017: 0.20%).

 

 

 

 

 

Notes to the Condensed Unaudited Financial Statements (continued)

8. Earnings per Share - Basic & Diluted

 

The earnings per Share - Basic and Diluted of (0.76)p (six months to 31 March 2017: 2.20p) has been calculated based on the weighted average number of Shares of 108,695,671 (2017: 130,242,000) and a net loss of £828,248 (six months to 31 March 2017: net gain of £2,741,177).

 

There were no dilutive elements to Shares issued or repurchased during the Period.

 

9. NAV per Share

 

The NAV per Share of 88.89p (30 September 2017: 92.91p) is determined by dividing the net assets of the Company attributed to the Shares of £ 92,757,524 (30 September 2017: £108,941,985) by the number of Shares in issue at 31 March 2018 of 104,345,215 (30 September 2017: 117,253,944).

 

10. Financial assets and financial liabilities at fair value through profit or loss

 

 

31 March 2018

 

30 September 2017

 

£

 

£

Financial assets at fair value through profit or loss :

 

 

 

Held for trading:

 

 

 

- Debt securities

 56,590,394

 

 75,291,669

- Asset backed securities

 11,490,091

 

 14,058,036

- Forwards FX contracts

 19,135

 

2,230,536

Total financial assets at fair value through profit or loss

 68,099,620

 

91,580,241

 

 

 

 

Financial liabilities at fair value through profit or loss :

 

 

 

Held for trading:

 

 

 

- CDS

 (173,503)

 

(370,704)

- Forwards FX contracts

 (236,413)

 

-

Total financial liabilities at fair value through profit or loss

 (409,916)

 

(370,704)

 

 

 

 

 

11. Net (loss)/gain on financial assets and financial liabilities at fair value through profit or loss, foreign exchange and forward contracts

 

31 March 2018

 

31 March 2017

 

£

 

£

Net (loss)/gain on financial assets and liabilities at fair value through profit or loss held for trading

 

 

 

- CDS

51,463

 

(1,393,643)

- Debt securities

792,194

 

961,818

- Asset backed securities

(1,988,895)

 

4,262,191

 

 

 

 

 Net (loss/)gain on financial assets and liabilities at fair value through profit or loss held for trading

(1,145,238)

 

3,830,366

 

 

 

 

Net (loss)/gain on foreign exchange and forward contracts

 

 

 

Realised (loss)/gain on forward contracts

4,323,924

 

(1,794,159)

Unrealised (loss)/gain on forward contracts

 (2,447,815)

 

2,021,151

Realised loss on foreign exchange

 (969,303)

 

(320,929)

Unrealised (loss)/gain on foreign exchange

196,936

 

(101,526)

Net (loss)/gain on foreign exchange and forward contracts

1,103,742

 

(195,463)

 

 

 

 

Net (loss)/gain on financial assets and liabilities at fair value through profit or loss, foreign exchange and forward contracts

(41,496)

 

3,634,903

 

 

 

Notes to the Condensed Unaudited Financial Statements (continued)

 

12. Due from and to brokers

 

31 March 2018

 

30 September 2017

Due from

£

 

£

Collateral and funding cash

3,234,385

 

1,748,010

Receivables for securities sold

8,238

 

10,065

 

3,242,623

 

1,758,075

 

Due to

 

 

 

Payable for securities purchased

-

 

28,921

 

-

 

28,921

 

Collateral and funding cash is held in respect of the credit default contracts as detailed in note 6.1

 

13. Other receivables and prepayments

 

31 March 2018

 

30 September 2017

 

£

 

£

Prepayments

30,763

 

13,838

Interest receivable

9,246

 

2,544

 

40,009

 

16,382

 

14. Accrued expenses

 

31 March 2018

 

30 September 2017

 

£

 

£

Management fee

77,125

 

188,612

Audit fee

40,244

 

34,800

Corporate brokering fee

37,500

 

37,500

Administration fee

26,000

 

-

Sub-administration fee

9,734

 

5,946

Legal fee

5,145

 

7,383

Custodian fees

2,575

 

2,704

Other fees

27,487

 

58,009

 

225,810

 

334,954

 

15. Share capital

The authorised share capital of the Company consists of an unlimited number of unclassified shares of no par value. The unclassified shares may be issued as, (a) Shares in such currencies as the Directors may determine; (b) C Shares in such currencies as the Directors may determine; and (c) such other classes of shares in such currencies as the Directors may determine in accordance with the Articles and the Law. Shares will be redeemable at the option of the Company and not Shareholders.

 

The rights attaching to the Shares are the same as those presented in the Company's latest audited annual financial statements, a copy of which can be found on our website at www.chenavaricapitalsolutions.com

 

During the period, the Company announced two compulsory partial redemption payments in November 2017 and April 2018. The amount of the redemption payments totalled £32m. For more information please refer to Notes 19 and 20.

 

Capital Management

The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern to provide returns to Shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. To maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to Shareholders, return capital to shareholders, issue new shares or sell assets.

 

 

 

Notes to the Condensed Unaudited Financial Statements (continued)

 

16. Segmental reporting

 

The Board is responsible for reviewing the Company's entire portfolio and considers the business to have a single operating segment. The Board's asset allocation decisions are based on a single, integrated investment strategy being investments in bank capital solutions transactions and the Company's performance is evaluated on an overall basis.

 

The Company invests in a diversified portfolio of bank capital solutions transactions. The fair value of the major financial instruments held by the Company and the equivalent percentages of the total value of the Company, are reported in the Schedule of Investments.

 

Revenue earned is reported separately on the face of the Statement of Comprehensive Income as investment income being interest income received from bank capital solutions transactions.

 

17. Dividend policy

 

Subject to compliance with the Companies (Guernsey) Law, 2008 (as amended) and the satisfaction of the solvency test, the Company intends to distribute all its income received from investments, net of expenses, by way of dividends on a quarterly basis with dividends declared in October, January, April and July each year and paid in November, February, May and August.

 

The Company declared two dividends in respect of the period ended 31 March 2018: 1.25 pence per Share paid on 28 February 2018 for the period ended 31 December 2017 and 1.25 pence per Share to be paid on 31 May 2018 for the period ended 31 March 2018. On 30 November 2017, a dividend of 1.75 pence per Share was paid for the period ended 30 September 2017.

 

Under the Companies (Guernsey) Law, 2008 (as amended), companies can pay dividends in excess of accounting profit provided they satisfy the solvency test prescribed by the Companies Law. The solvency test considers whether a company is able to pay its debts when they fall due, and whether the value of a company's assets is greater than its liabilities.

 

18. Derivative financial instruments

 

The Company holds the following derivative instruments:

CDS

These are derivative contracts referencing an underlying credit exposure, which can either be a single credit issuer or a portfolio of credit issuers. The Company pays or receives an interest flow in return for the counterparty accepting or selling all or part of the risk of default or failure to pay of a reference entity on which the swap is written. Where the Company has bought protection the maximum potential payout is the value of the interest flows the Company is contracted to pay until the maturity of the contract.

 

Forward foreign currency contracts

Forward foreign currency contracts entered into by the Company represent a firm commitment to buy or sell an underlying currency at a specified value and point in time based upon an agreed or contracted quantity. The realised/unrealised gain or loss is equal to the difference between the value of the contract at trade date and the value of the contract at settlement date/year-end date, and is included in the Statement of Comprehensive Income.

 

 

 

Notes to the Condensed Unaudited Financial Statements (continued)

 

18. Derivative financial instruments (continued)

 

Forward foreign currency contracts (continued)

 

The following table shows the Company's derivative position as at 31 March 2018:

 

 

 

Financial assets at fair value

Financial liabilities at fair value

 

 

Notional amount

 

 

Maturity

 

£

£

£

 

CDS buy protection

-

 (54,438)

3,945,150

20 September 2020

CDS buy protection

-

 (6,539)

2,191,750

20 June 2021

CDS buy protection

-

 (72,020)

14,816,230

20 December 2019

CDS buy protection

-

 (40,505)

7,890,300

20 June 2020

 

 

 

 

 

FX contracts

 

 

 

 

CHF sell

19,135

-

 (3,753,923)

15 June 2018

EUR sell

-

 (207,772)

 (44,618,880)

15 June 2018

GBP buy

-

-

57,097,459

15 June 2018

USD sell

 

 (28,641)

 (8,724,656)

15 June 2018

 

19,135

 (409,915)

28,843,430

 

 

The following table shows the Company's derivative position as at 30 September 2017:

 

 

 

Financial assets at fair value

Financial liabilities at fair value

 

 

Notional amount

 

 

Maturity

 

£

£

£

 

CDS buy protection

-

 (63,202)

3,965,400

20 September 2020

CDS buy protection

-

 (25,925)

2,203,000

20 June 2021

CDS buy protection

-

 (181,954)

14,892,280

20 December 2019

CDS buy protection

-

 (99,623)

7,930,800

20 June 2020

 

 

 

 

 

FX contracts

 

 

 

 

CHF sell

103,762

-

 (4,035,864)

25 October 2017

EUR sell

1,450,975

-

 (53,704,826)

25 October 2017

GBP buy

-

-

82,209,548

25 October 2017

USD sell

675,799

-

 (24,468,858)

25 October 2017

 

2,230,536

 (370,704)

28,991,480

 

 

19. Significant events during the period

During the Period the Company bought back and cancelled 12,908,729 Shares at a price of 92.96 pence per Share.

 

On 15 November 2017, the Company announced its third compulsory partial redemption payment to be paid to Shareholders on the record date 30 November 2017. The amount of the redemption payment was £12 million, which was payable to Shareholders in respect of the redemption of approximately 1,100 Shares for every 10,000 Shares held, at a rate of 92.96 pence per Share redeemed.

 

20. Subsequent events

On 16 April 2018, the Company announced its fourth compulsory partial redemption payment to be paid to Shareholders on the record date 30 April 2018. The amount of the redemption payment was £20 milllion, which was payable to Shareholders in respect of the redemption of approximately 2,156 Shares for every 10,000 Shares held, at a rate of 88.89 pence per Share redeemed.

 

On 20 April 2018, the Company announced a dividend of 1.25 pence per Share for the period to 31 March 2018 to be paid on 31 May 2018.

 

21. Approval of the financial statements

 

The financial statements were approved for issue to Shareholders by the Directors on 24 May 2018.

 

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 SEMFWLFASEEI
Date   Source Headline
30th Sep 20203:00 pmRNSResult of EGM
30th Sep 20201:00 pmRNSFactsheet Available - August 2020
24th Sep 20205:00 pmRNSNet Asset Value(s)
11th Sep 20207:00 amRNSHolding(s) in Company
10th Sep 202011:00 amRNSFactsheet Available - July 2020
10th Sep 20207:00 amRNSHolding(s) in Company
4th Sep 20202:00 pmRNSNotice of EGM
28th Aug 20207:00 amRNSCancellation Admission to Trading - Notice of EGM
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14th Jul 20207:00 amRNSPartial Compulsory Redemption of Shares
29th Jun 20202:15 pmRNSFactsheet Available - May 2020
26th Jun 20203:00 pmRNSPartial Compulsory Redemption of Shares
24th Jun 20204:00 pmRNSNet Asset Value(s)
9th Jun 202010:15 amRNSFactsheet Available - April 2020
1st Jun 20207:00 amRNSNet Asset Value(s)
4th May 20208:31 amRNSFactsheet Available - March 2020
27th Apr 20203:30 pmRNSNet Asset Value(s) and Dividend
17th Apr 202010:30 amRNSResult of AGM
8th Apr 20202:00 pmRNSFactsheet Available - February 2020
2nd Apr 20207:00 amRNSAGM Adjournment
1st Apr 20204:00 pmRNSChange of Name of Administrator/Company Secretary
23rd Mar 20204:30 pmRNSNet Asset Value(s)
20th Mar 20207:00 amRNSPartial Compulsory Redemption of Shares
18th Mar 202012:30 pmRNSUPDATED Partial Compulsory Redemption of Shares
4th Mar 202010:00 amRNSFactsheet Available - January 2020
2nd Mar 20207:00 amRNSPartial Compulsory Redemption of Shares
27th Feb 202011:30 amRNSNet Asset Value(s)
4th Feb 202012:15 pmRNSFactsheet Available - December 2019
22nd Jan 20205:45 pmRNSReplacement - Annual Financial Report
22nd Jan 20205:00 pmRNSAnnual Financial Report
21st Jan 20203:00 pmRNSDividend Declaration
21st Jan 20202:30 pmRNSNet Asset Value(s)
7th Jan 20202:00 pmRNSFactsheet Available - November 2019
30th Dec 20193:00 pmRNSHolding(s) in Company
30th Dec 20193:00 pmRNSHolding(s) in Company
23rd Dec 20194:30 pmRNSNet Asset Value(s)
23rd Dec 201911:00 amRNSHolding(s) in Company
10th Dec 20197:00 amRNSPartial Compulsory Redemption of Shares
6th Dec 20192:00 pmRNSFactsheet Available - October 2019
26th Nov 20195:15 pmRNSPartial Compulsory Redemption of Shares
22nd Nov 20192:30 pmRNSNet Asset Value(s)
30th Oct 20194:00 pmRNSFactsheet Available - September 2019
24th Oct 20193:00 pmRNSDividend Declaration
23rd Oct 201910:30 amRNSNet Asset Value(s)
8th Oct 20197:00 amRNSPartial Compulsory Redemption of Shares
3rd Oct 20194:45 pmRNSFactsheet Available - August 2019
26th Sep 20195:30 pmRNSPartial Compulsory Redemption of Shares
25th Sep 20195:40 pmRNSNet Asset Value(s)
25th Sep 201911:30 amRNSHolding(s) in Company

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