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Real Estate Credit Investments is an Investment Trust

To provide attractive and stable returns, primarily through quarterly dividends, by exposure to a diversified portfolio of real estate credit investments, predominantly comprising real estate loans and bonds, focusing in UK and Western Europe.

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Condensed Consolidated Interim Financial Report

27 Nov 2013 07:00

RNS Number : 0143U
Real Estate Credit Inv. PCC Ltd
27 November 2013
 



 

 

 

 

 

 

REAL ESTATE CREDIT INVESTMENTS PCC LIMITED

 

CONDENSED CONSOLIDATED INTERIM FINANCIAL REPORT

 

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2013

 

(UNAUDITED)

 

 

 

 

 

 

 

  

 

 

 

  

 

 

REAL ESTATE CREDIT INVESTMENTS PCC LIMITED

 

 

Chairman's Statement

 

Real Estate Credit Investments PCC Limited ("the Company") enters the second half of the financial year in a strong position to take further advantage of the current investment opportunities in real estate debt. The Real Estate Credit Investments Core ("RECI") bond and loan portfolios have performed well and generated a profit of £3.9m in the first half financial year.

 

The successful placing in November 2013 of £50 million of new RECI ordinary shares is an endorsement, by the market, of the investment manager's track record and ability to generate strong performance from investing along the spectrum of real estate debt markets. Based on investments made to date, and the existing loan pipeline, the investment manager anticipates that it should have the new capital invested within six months, at yields that will support the increased target dividend.

 

RECI will use the proceeds of the placing to make new investments that develop and diversify the core portfolio of bonds and loans. As many banks continue to restrict their real estate lending, RECI, in partnership with other funds managed by the investment manager, is well-placed to grow its investment pipeline. RECI grew its loan portfolio to 42 per cent of GAV from 25 per cent of GAV in the three months to 30 September 2013. We expect loans to form the majority of investments over the months ahead.

 

The placing also brought shareholders additional advantages: It reduced the level of leverage resulting from outstanding preference shares; it increased the free float and should, hence, enhance the liquidity of RECI ordinary shares; and it spreads the fixed running costs over a wider ordinary shareholder base.

 

Raising target dividend

On 16th October, the Board declared a dividend of 3.4 pence per share on RECI ordinary shares for the period 1 July 2013 to 30 September 2013, and to cover the period from 1st October 2013 to the date of admission of the new shares. The Directors intend to announce a full quarter's dividend for the quarter ended 31 December alongside the IMS scheduled to be announced in February 2014.

 

The Board will thereafter increase its target annualised dividend yield, to a minimum of 7 per cent of the placing price of £1.522 per share, up from the previous target of 6 per cent of NAV. This increase reflects its confidence in RECI's ability to continue delivering strong returns from real estate debt investments combined with the reduction in the expenses per ordinary share resulting from the placing

 

RECI first half net gains of £3.9 million

During the half-year ended 30 September 2013, RECI reported a net gain of £3.9 million compared to a net gain of £9.4 million in the first half of 2012/13. Operating income (excluding the effects of fair value movements) for the six months to 30 September 2013 was £6.8 million versus £6.5 million for the equivalent period in the previous year, boosted by the higher yield on the loans now held.

 

Net asset value ("NAV") as at 30 September 2013 rose to £1.56 per RECI ordinary share, from £1.50 as at 31 March 2013.

 

Both the bond and loan portfolios made significant contributions to returns. The bond portfolio has delivered positive returns in the first half, outperforming the closest comparable index - the Itraxx Europe Main high yield bond index - in terms of fair value gains in five of the six months to 30 September 2013.

 

The loan portfolio was significantly expanded during the second quarter and into the third quarter without compromising the projected risk-adjusted returns. In the first half RECI invested in two new loans backed by German multi-family property and a third loan secured against commercial properties in London, making total loan commitments for a maximum of £12.5 million. The average yield on the total loan portfolio is currently 12.1%.

 

The loan secured against London commercial property was a landmark deal for RECI, representing the first time it has underwritten, along with other funds of the investment manager, a whole loan, rather than the mezzanine element alone. Underwriting a whole loan increases RECI's ability to win deals, enabling it, subject to the syndication of the senior debt element, to retain a higher yielding mezzanine loan on more attractive terms.

 

Outlook and Strategy

The Board remains confident of RECI's ability to continue to deliver superior risk-adjusted total returns, thanks to the investment manager's pipeline and access to new investments and the benefits of the Company's enhanced scale.

 

Even at a time of low economic growth, the Board believes that selective Western European real estate assets display attractive fundamental characteristics at this stage of the property cycle, based on improving tenant demand, lack of alternative new build space and liquidity resulting from diversified investor appetite. These are attractive assets against which to lend.

 

The Investment Manager continues to see attractive opportunities in real estate bonds, both Residential Mortgage-Backed Securities (RMBS) and Commercial Mortgage-Backed Securities (CMBS). The Investment Manager constantly monitors the secondary market for RMBS and CMBS trading at attractive valuations and is also well placed to secure RECI's participation in occasional primary issues of bonds at attractive yields. RECI will invest in bonds on a long term basis where the returns are comparable with those achievable in the loans market. In addition it will take shorter term positions in lower yielding bonds (still offering materially better returns than that provided by cash) pending the redeployment of capital in loans with projected double-digit returns.

 

The Board expects the dislocation between supply and demand in commercial real estate loans to continue for the foreseeable future, with many established commercial banks retreating from or reducing lending as they work through legacy loan books, reduce loan to deposit ratios and increase their capital buffers to comply with new regulatory requirements.

While the extent of the dislocation and refinancing requirements are substantial, the Company, alongside the investment manager, will maintain a rigorous approach to loan underwriting and a focus on risk adjusted returns. The market leading position of the investment manager and the strength and depth of its origination, underwriting and syndication capability delivers superior deal flow, from which RECI will be able to successfully grow and diversify its investment portfolio.

 

The Board therefore looks forward to deploying the newly raised capital in the coming months to deliver the targeted returns to shareholders and, over the longer term, to further enhance the quality, profitability and scale of the Company.

 

 

 

 

Tom Chandos, Chairman

13 November 2013

 

 

 

 

 

 

 

 

 

 

 

 

Investment Manager's Report

 

Loans grow to 52% of investment portfolio as at 15 November 2013; yielding 11.3%

 

RECI has significantly expanded its loan portfolio during the second quarter and into the third quarter, while continuing to provide attractive risk adjusted returns. The average yield on the loan portfolio is currently 11.3%.

 

RECI has invested in the UK and German real estate loan markets which, even in a low growth environment, offer solid underlying tenant demand, a liquid investment market and a shortage of competing debt capital. In the first half the Company invested in two new loans backed by German multi-family property (one of these loans was disclosed in the 31 March 2013 Results Announcement) and another loan secured against commercial properties in London. The total loan commitments are for a maximum of £27.8 million. Subsequent to the quarter end RECI invested in a further 2 loans, which had total loan commitments of £16.4 million.

 

German multi-family loan

RECI made a €9.0 million senior loan commitment with an expected return in excess of 10%. The proceeds of the loan will be used by the sponsor to purchase and refurbish a portfolio of multi-family properties in West Germany. The first drawdown was for €3.0 million. The initial LTV on the loan is 42% increasing to 65% over the life of the loan as the borrower draws down on the loan to make the refurbishments. The loan is attractive given its high yield, low exit LTV and the extensive track record of the sponsor.

 

London serviced office property loan

In August, the Company made a £15 million loan secured against 10 West End and City serviced office properties managed by Executive Office Group. This is the first time Cheyne Capital has underwritten a whole loan. The loan has an LTV of 68% and a single digit return. Cheyne intends to syndicate the senior portion of the whole loan. Subsequent to the syndication, the Company will retain a mezzanine loan with a solid double digit return. The syndication process is well advanced and should be completed in the near term.

 

Underwriting a whole loan helps both RECI and the borrower. It significantly increases RECI's ability to win the mandate because some borrowers tend to prefer a whole loan solution to smooth a deal's progress. After syndication, the Company will retain the mezzanine loan with typically a higher yield than had the mezzanine loan been originated using a traditional senior / mezzanine loan structure.

 

£11.9 million of new loans since 30 September

Since the quarter end, the Company has made two new loan investments with total commitments of £16.4 million. The Company has advanced £11.9 million against these commitments. The average yield on the loans is 10%.

 

Whole loan for retail park

The largest loan of £10.8 million is a whole loan with 65% LTV against a popular retail park near London. The sponsor has successfully managed the property since 2003, and has a strong record of asset management. Over the next six months, RECI will syndicate the senior portion of the loan and retain a mezzanine loan with an expected double-digit return.

 

Student accommodation development

The second loan is a senior loan secured against a property in Bristol with a yield in excess of 10%. The initial drawdown on the loan is £1.1 million with a total commitment of £5.6 million. The loan to gross development value when the project is completed is approximately 60%. The borrower is using the proceeds of the loan to buy an existing office tower and convert this to a 400+ bed student accommodation. The sponsor has a strong track record of developing student housing portfolios and successfully manages several sites. Bristol is a long-standing university town with a significant demand for good quality student accommodation.

 

 

 

Loan Portfolio Summary as at 15 November 2013

Number of loans

8

Drawn Loan Dirty Fair Value (£ millions)

Total Loan Commitments (£ millions)

Loans as % of GAV (drawn loan balance)

55.3

65.2

35.0%

Weighted average yield of loan portfolio1

11.3%

Weighted average LTV of portfolio2

66.5%

 

Top 10 Investment Portfolio Exposures3 as at 15 November 2013

Market Value £78.0 millionWA Original LTV4 62.9%WA Cheyne Current LTV4 63.3%WA Effective Yield5 10.3%

 

Type

Class

Collateral Description

Commercial

Loan

Loan secured against commercial office property in London

Commercial

B

Bond secured against government housing portfolio in the UK

Commercial

Loan

Loan secured against retail park near London

Commercial

Loan

Loan secured against commercial office property in London

Commercial

A

Portfolio of nursing homes operated by Four Seasons Health Care Group

Commercial

Loan

Loan secured against a London Hotel

Commercial

E

Portfolio of commercial loans secured by properties in Germany

Commercial

Loan

Loan secured against German multi-family properties

Commercial

Loan

Portfolio of commercial real estate loans in the Netherlands

Commercial

D

Portfolio of Karstadt retail stores in Germany

 

Real estate bond portfolio outperforms market

RECI recorded mark to market ("MTM") gains of £1.0 million on the real estate bond portfolio for the quarter ended 30 September 2013. This compared with MTM gains of £0.2 million for the quarter ended 30 June 2013. The bond portfolio outperformed the Itraxx Europe Main index in terms of fair value gains in five of the six months to 30 September 2013.

 

In the past financial year the Company has not incurred any credit losses on any of its bond investments.

 

Bond repayments

The Company received bond repayments of approximately £6.8 million throughout the quarter, equal to approximately 10.1% of the average portfolio value over the period.

 

Reinvesting bond sale proceeds

RECI was a net seller of bonds during the quarter ended 30 September 2013, using proceeds to increase allocations to its loan portfolio. The Company made net sales of £12.1 million versus net sales of £2.5 million in the previous quarter.

 

Positive returns from new investments

RECI continues to make new bond investments. The weighted average expected yield to maturity of new investments in the quarter ended 30 September 2013 was 9.5% and RECI purchased the bonds at an average price of 92% of par. As at 15 November 2013, the weighted average price of these investments had increased to 98% of par.

 

Portfolio value

As at 30 September 2013, the portfolio of 67 bonds was valued at £58.3 million, with a nominal face value of £78.9 million6. The average purchase price across the portfolio was 78% of par and assets had an average expected yield to maturity of 13.9% based on the purchase price. Due to the increase in bond prices over the past year, the weighted average expected yield to maturity of the bond portfolio at market prices as at 30 September 2013 was 9.6% with a weighted average life of 5.4 years.

 

Bond purchases and sales since 30 September 2013 - minimising negative carry

The Company will continue to invest cash surpluses in bonds to minimise the negative carry from high cash deposits. To this end, between 1 October 2013 and 15 November 2013, the Company invested £0.6 million at an average price of 87% of par and a weighted average expected yield-to-maturity of 4.1%. RECI also sold £6.4 million of bonds during this period at an average price of 104% of par versus an average purchase price of 95% of par. As at 15 November 2013, the portfolio consisted of 64 bonds with a fair value of £51.1 million and a nominal face value of £71.2 million7. The weighted average expected yield to maturity of the bond portfolio at market prices as at 15 November was 9.1%.

 

Real Estate Bond Portfolio Breakdown

Breakdown of RECI's bond portfolio as at 30 June 2013 and 30 September 2013 by jurisdiction (by reference to underlying assets)

30 June 2013

UK

60.1%

Germany

37.5%

Italy

1.3%

Holland

0.7%

Ireland

0.3%

Portugal

0.2%

Total (£mm)

£75.4mm

 

30 September 2013

UK

65.5%

Germany

31.7%

Italy

1.6%

Holland

0.5%

Ireland

0.4%

Portugal

0.2%

Total (£mm)

£58.3mm

 

Values may not sum to 100% due to rounding differences

 

 

 

 

 

 

 

Monthly Bond Performance Summary as at 15 November 2013

 

June

July

August

September

October

November

% Fair Value Change

(0.39)%

0.48%

1.08%

2.61%

1.21%

0.42%

WA Purchase Price

0.95

1.00

0.91

0.88

0.87

-

WA Purchase Yield

6.24%

13.00%

9.17%

8.00%

4.09%

-

 

Asset Class Distribution of Bond Portfolio by Fair Value as at 15 November 2013

Bond Class

UK CMBS

UK RMBS

Euro CMBS

Euro RMBS

Total

Total as at

30 September 13

A

15.0%

0.6%

0.0%

0.3%

15.9%

16.6%

B

30.4%

0.0%

3.8%

0.0%

34.2%

32.2%

C

3.4%

0.0%

12.1%

0.0%

15.5%

14.3%

D

2.6%

1.3%

4.4%

0.4%

8.7%

13.9%

E and Below

6.5%

6.8%

12.3%

0.0%

25.6%

23.0%

Total

57.9%

8.8%

32.6%

0.7%

100%

Total as at 30 September 13

58.5%

7.4%

33.5%

0.6%

 

Values may not sum to 100% due to rounding differences

 

Outlook for new investments

RECI is in a strong position to step up its pursuit of investment opportunities in real estate debt, with loans playing an increasing role in delivering results and improving NAV.

 

The investment management team expects to be able to invest the majority of the proceeds of its recent placing within six months. We expect loans to be contributing a majority of income by the end of that period. Subsequent to the deal announcement on 16 October 2013, the Company completed 2 loans with total commitments of £16.4 million. Given current market conditions, we expect 75% of the new capital will be allocated to loan investments.

 

Even at a time of low economic growth, RECI believes that the fundamentals of Western European real estate remain strong thanks to solid tenant demand, good liquidity and a shortage of debt capital.

 

The retreat of banks from real estate lending continues to fuel supply of new lending opportunities and RECI continues to benefit from Cheyne's position as one of Europe's largest real estate finance platforms. Cheyne has an attractive loan pipeline of which RECI is allocated a pro-rata portion of each loan. In loans, RECI believes that mezzanine debt offers the optimal combination of high returns and debt covenants.

 

While the managers seek out new loan investments, proceeds from the funds raised will be invested in the RMBS and CMBS markets. We will rotate out of these bonds as new investment opportunities arise.

 

We expect strong bond performance to continue for the remainder of 2013, driven by yield compression. The manager remains well placed to participate in new issue bonds at attractive yields.

 

 

 

European Residual Income Investments (ERII)

It is the Company's objective, to the extent practicable, to liquidate the ERII portfolio and return cash to shareholders. Dividends from ERII will be payable to ERII's shareholders when the asset coverage ratio (the Preference Share Cover Test) is satisfied. For the period ended 30 September 2013 the Preference Share Cover Test was 2.62, above the threshold of 2.39. As a result, the Company is declaring a dividend of 4.8 cents per ERII Ordinary Share, returning €0.7 million to investors. In September 2013 ERII returned €2.4 million to investors in return for 3.2 million shares via a mandatory redemption. The table below shows figures as at 30 September 2013 compared to 30 June 2012.

ERII Key Quarter Financial Data

Q/E 30 June 2013

Q/E 30 September 2013

Cash balance

€1.8m

€1.2m

Residual Total Dirty Fair Value

€13.0

€10.1m

Cash Flows in periods

€0.7m

€0.9m

Asset Coverage Ratio

2.69

2.62

Distribution/Dividend Declared

13c

4.8c

Net Asset Value per ERII Share

0.79

0.73

ERII Shares Outstanding

18.5m

15.4m

 

Investment Portfolio

 

Overview

ERII reported cash flows for the quarter ended 30 September 2013 of €0.9 million, compared to €0.7 million in the previous quarter and net write downs of €0.7 million. The majority of write downs were in the European Mortgage Portfolio.

 

European Mortgage Portfolio

The European Mortgage Portfolio generated €0.2 million of cash flows for the quarter ended 30 September 2013, compared to €0.1 million in the previous quarter. Net write-downs in the portfolio totalled €0.8 million.

 

SME Portfolio

The fair value of Smart 06-1 has remained at €1.1 million. Cash flows for Smart 06-1 in the quarter ended 30 September 2013 totalled €0.1 million, unchanged from the previous quarter.

 

UK Mortgage Portfolio

The UK Mortgage Portfolio recorded cash flows of £0.6 million in the quarter ended 30 September 2013 compared to £0.4 million in the previous quarter. Net write downs in the portfolio were less than £0.1 million.

 

Name

% of ERII Portfolio

Sector

Magellan 1

65.4%

European Mortgage Portfolio

Smart 2006-1

10.1%

SME Portfolio

Alba 06-1

9.3%

UK Mortgage Portfolio

Alba 05-1

3.7%

UK Mortgage Portfolio

Cash

11.5%

TOTAL

100.0%

 

 

Cheyne Capital Management (UK) LLP

8 November 2013

 

Director's Responsibility Statement

 

We confirm to the best of our knowledge:

 

a) the condensed unaudited consolidated interim financial report has been prepared in accordance with IAS 34 "Interim Financial Reporting";

b) the interim management report (contained in the Chairman's Statement and Investment Manager's report) includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and a description of principal risks and uncertainties for the remaining six months of the year); and

c) the interim management report (contained in the Chairman's Statement and Investment Manager's report) includes a fair review of the information required by DTR 4.2.8R (disclosure of related party transactions and changes therein).

 

By order of the Board

 

Director Director

26 November 2013 26 November 2013

 

 

 

 

 

 

Independent review report to Real Estate Credit Investments PCC Limited

 

We have been engaged by Real Estate Credit Investments PCC Limited (the "Company") to review the condensed unaudited consolidated financial statements in the half-yearly interim financial report for the six months ended 30 September 2013 which comprises the Unaudited Consolidated Statement of Comprehensive Income, the Unaudited Consolidated Statement of Financial Position, the Unaudited Consolidated Statement of Changes in Equity and the Unaudited Consolidated Statement of Cash Flows and related Notes 1 to 18. 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 unaudited consolidated financial statements.

 

This report is made solely to the Company's members in accordance with the 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 them 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 Kingdoms' Financial Services Authority.

 

As disclosed in Note 2, the annual financial statements of the Group are prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board. The condensed unaudited consolidated financial statements included in this interim financial report have been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting".

 

Our responsibility

 

Our responsibility is to express to the Company a conclusion on the condensed unaudited consolidated 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 Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

 

 

 

 

 

 

 

continued on next page

 

Emphasis of matter - Fair value of investments held in the European Residual Income Investments Cell

 

In forming our review conclusion on the interim financial report, we have considered the policies adopted by the Directors for fair valuing the Group's investments and adequacy of the disclosure in Note 2 in respect of the valuation of investments held in the European Residual Income Investments Cell. In accordance with these policies and the requirements of International Accounting Standard 39 "Financial Instruments: Recognition and Measurement", the Directors have estimated the fair value of the investments held in the European Residual Income Investments Cell at EUR 9,994,261 as at 30 September 2013.

 

As described in Note 2 of the consolidated interim financial report, the residual income positions held in the European Residual Income Investments Cell are illiquid. As a result of this the fair value estimates of these investments included in the interim financial report are subject to material uncertainty. Different assumptions will impact the measurement of these investments which may have an effect on the interim financial report. It is not possible to quantify the potential effects of the resolution of this material uncertainty.

 

Conclusion

 

Based on our review, nothing has come to our attention that causes us to believe that the condensed unaudited consolidated financial statements in the interim financial report for the six months ended 30 September 2013 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as issued by the International Accounting Standards Board and the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.

 

 

 

 

 

Deloitte LLP

Chartered Accountants

Guernsey, Channel Islands

26 November 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unaudited Consolidated Statement of Comprehensive Income

For the period from 1 April 2013 to 30 September 2013

Note

RECI Core

ERII Cell

Total

30-Sept-2013

30-Sept-2013

30-Sept-2013

GBP

EUR

GBP

Interest income

6,805,792

393,797

7,141,447

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

 

3

545,687

(1,231,740)

(504,195)

7,351,479

(837,943)

6,637,252

Operating expenses

4

(1,560,089)

(335,900)

(1,846,396)

Profit/(loss) before finance costs

5,791,390

(1,173,843)

4,790,856

Finance costs

5

(1,853,664)

-

(1,853,664)

Net profit/(loss)

3,937,726

(1,173,843)

2,937,192

Profit/(loss) per Ordinary Share

Basic

GBP 0.10

EUR (0.06)

Diluted

GBP 0.10

EUR (0.06)

Weighted average Ordinary Shares outstanding

 

 

Number

 

 

Number

Basic

8

39,966,985

18,456,550

Diluted

8

39,966,985

18,456,550

 

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

 

The accompanying notes form an integral part of the condensed unaudited consolidated financial statements.

 

Unaudited Consolidated Statement of Comprehensive Income

For the period from 1 April 2012 to 30 September 2012

 

Note

RECI Core

ERII Cell

Total

30-Sept-2012

30-Sept-2012

30-Sept-2012

GBP

EUR

GBP

Interest income

6,064,345

2,188,888

7,817,557

Dividend income

393,673

-

393,673

Net gains on financial assets and liabilities at fair value through profit or loss

 

3

5,913,526

355,505

 

6,197,153

12,371,544

2,544,393

14,408,383

Operating expenses

4

(1,016,408)

(871,438)

(1,714,395)

Profit before finance costs

11,355,136

1,672,955

12,693,988

Finance costs

5

(1,939,362)

-

(1,939,362)

Net profit

9,415,774

1,672,955

10,754,626

Profit per Ordinary Share

Basic

GBP 0.24

EUR 0.04

Diluted

GBP 0.24

EUR 0.04

Weighted average Ordinary Shares outstanding

 

 

Number

 

 

Number

Basic

8

39,966,985

39,966,985

Diluted

8

39,966,985

39,966,985

 

 

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

 

The accompanying notes form an integral part of the condensed unaudited consolidated financial statements.

 

 

 

Unaudited Consolidated Statement of Financial Position

As at 30 September 2013

 

 

Note

RECI Core

ERII Cell

Total

30-Sept-2013

30-Sept-2013

30-Sept-2013

GBP

EUR

GBP

Non-current assets

Investments at fair value through profit or loss

10

99,172,438

9,994,261

107,526,608

99,172,438

9,994,261

107,526,608

Current assets

Cash and cash equivalents

5,392,048

1,224,314

6,415,448

Derivative financial assets - options held for trading

10

1,736,115

-

1,736,115

Derivative financial assets - unrealised gain on forward foreign exchange contracts

10

32,922

-

32,922

Other assets

6

2,166,213

153,319

2,294,372

9,327,298

1,377,633

10,478,857

Total assets

108,499,736

11,371,894

118,005,465

Equity and liabilities

Equity

Reserves

62,175,203

11,236,712

71,567,934

62,175,203

11,236,712

71,567,934

Current liabilities

Derivative financial liabilities - options held for trading

10

595,449

-

595,449

Fair value of credit default swaps - liability balance

10

16,269

-

16,269

Other liabilities

1,171,329

135,182

1,284,327

1,783,047

135,182

1,896,045

Non-current liabilities

Preference Shares

9

44,541,486

-

44,541,486

Total liabilities

46,324,533

135,182

46,437,531

Total equity and liabilities

108,499,736

11,371,894

118,005,465

Shares outstanding

9

39,966,985

15,392,148

Net asset value per share

GBP 1.56

EUR 0.73

 

The accompanying notes form an integral part of the condensed unaudited consolidated financial statements. These financial statements were approved by the Board of Directors on 26 November 2013.

 

Signed on behalf of the Board of Directors by:

 

 

Director Director

Audited Consolidated Statement of Financial Position

As at 31 March 2013

 

 

Note

RECI Core

ERII Cell

Total

31-Mar-2013

31-Mar-2013

31-Mar-2013

Audited

Audited

Audited

GBP

EUR

GBP

Non-current assets

Investments at fair value through profit or loss

10

94,573,642

12,588,496

105,219,281

94,573,642

12,588,496

105,219,281

Current assets

Cash and cash equivalents

8,500,017

1,112,210

9,440,573

Derivative financial assets - options held for trading

2,285,621

-

2,285,621

Fair value of credit default swaps - asset balances

411,798

-

411,798

Derivative financial assets - unrealised gain on forward foreign exchange contracts

65,998

-

65,998

Other assets

6

847,301

1,816,782

2,383,689

12,110,735

2,928,992

14,587,679

Total assets

106,684,377

15,517,488

119,806,960

Equity and liabilities

Equity

Reserves

60,035,991

15,377,708

73,040,367

60,035,991

15,377,708

73,040,367

Current liabilities

Derivative financial liabilities - options held for trading

1,111,728

-

1,111,728

Fair value of credit default swaps - liability balance

48,514

-

48,514

Derivative financial liabilities - unrealised loss on forward foreign exchange contracts

784

-

784

Other liabilities

1,001,025

139,780

1,119,232

2,162,051

139,780

2,280,258

Non-current liabilities

Preference Shares

9

44,486,335

-

44,486,335

44,486,335

-

44,486,335

Total liabilities

46,648,386

139,780

46,766,593

Total equity and liabilities

106,684,377

15,517,488

119,806,960

Shares outstanding

9

39,966,985

18,544,711

Net asset value per share

GBP 1.50

EUR 0.83

 

The accompanying notes form an integral part of the condensed unaudited consolidated financial statements.

 

 

Unaudited Consolidated Statement of Changes in Equity

For the period from 1 April 2012 to 30 September 2013

 

RECI Core

ERII Cell

Total 

Note

GBP

EUR

GBP

Balance at 31 March 2013

60,035,991

15,377,708

73,040,367

Net profit/(loss) for the period

3,937,726

(1,173,843)

2,937,192

Redemption of Cell Shares

-

(2,410,812)

(2,054,871)

Distribution to the Shareholders of the Company

7

(1,798,514)

(556,341)

(2,272,715)

Foreign currency translation adjustment

-

-

(82,039)

Balance at 30 September 2013

62,175,203

11,236,712

71,567,934

RECI Core

ERII Cell

Total 

GBP

EUR

GBP

Balance at 31 March 2012

43,974,682

22,238,152

62,509,828

Net profit for the period

9,415,774

1,672,955

10,754,626

Distribution to the Ordinary Shareholders of the Company

7

(1,358,878)

-

(1,358,878)

Foreign currency translation adjustment

-

-

(824,182)

Balance at 30 September 2012

52,031,578

23,911,107

71,081,394

 

 

The accompanying notes form an integral part of the condensed unaudited consolidated financial statements.

 

 

Unaudited Consolidated Statement of Cash Flows

For the period from 1 April 2013 to 30 September 2013

 

RECI Core

ERII Cell

Total

30-Sept-2013

30-Sept-2013

30-Sept-2013

GBP

EUR

GBP

Profit/(loss) before financial costs

5,791,390

(1,173,843)

4,790,856

Movement in investments at fair value through profit or loss*

(4,598,796)

2,594,235

(2,387,583)

Movement in financial derivative instruments*

445,072

-

445,072

Operating cash flows before movement in working capital

1,637,666

1,420,392

2,848,345

(Increase)/decrease in receivables

(1,318,912)

1,663,463

71,571

Increase/(decrease) in payables

170,304

(4,598)

166,461

Cash (used in)/generated by operations

(1,148,608)

1,658,865

238,032

Net cash inflow from operating activities

489,058

3,079,257

3,086,377

Financing activities

Redemptions paid to Shareholders

-

(2,410,812)

(2,054,871)

Distributions paid to Shareholders

(1,798,514)

(556,341)

(2,272,715)

Preference dividends paid

(1,798,513)

-

(1,798,513)

Net cash outflow from financing activities

(3,597,027)

(2,967,153)

(6,126,099)

Net (decrease)/increase in cash and cash equivalents

(3,107,969)

112,104

(3,039,722)

Cash and cash equivalents at the start of the year

8,500,017

1,112,210

9,440,573

Foreign currency translation adjustment

-

-

14,597

Cash and cash equivalents at end of year

5,392,048

1,224,314

6,415,448

 

* The Group made sales of GBP 99,946,524 and purchases of GBP 98,528,795 during the period ended 30 September 2013 (including purchases and sales of financial derivative instruments and principal paydowns/payups).

 

The accompanying notes form an integral part of the condensed unaudited consolidated financial statements.

 

Unaudited Consolidated Statement of Cash Flows

For the period from 1 April 2012 to 30 September 2012

 

Note

RECI Core

ERII Cell

Total

30-Sept-2012

30-Sept-2012

30-Sept-2012

GBP

EUR

GBP

Profit before financial costs

11,355,136

1,672,955

12,693,988

Movement in investments at fair value through profit or loss*

(878,356)

827,496

(215,565)

Movement in financial derivative instruments*

(788,262)

-

(788,262)

Operating cash flows before movement in working capital

9,688,518

2,500,451

11,690,161

Increase in receivables

(3,321,349)

(159,905)

(3,448,744)

Decrease in payables

(349,108)

(387,944)

(658,180)

Cash used in operations

(3,670,457)

(547,849)

(4,106,924)

Net cash inflow from operating activities

6,018,061

1,952,602

7,583,237

Financing activities

Distributions paid to Ordinary Shareholders

(1,358,878)

-

(1,358,878)

Preference dividends paid

(1,885,513)

-

(1,885,513)

Net cash outflow from financing activities

(3,244,391)

-

(3,244,391)

Net increase in cash and cash equivalents

2,773,670

1,952,602

4,338,846

Cash and cash equivalents at the start of the year

2,847,787

3,671,833

5,908,201

Foreign currency translation adjustment

-

-

(144,641)

Cash and cash equivalents at end of year

5,621,457

5,624,435

10,102,406

 

* The Group made sales of GBP 43,416,357 and purchases of GBP 44,623,369 during the period ended 30 September 2012 (including purchases and sales of financial derivative instruments and principal paydowns/payups).

 

The accompanying notes form an integral part of the condensed unaudited consolidated financial statements.

 

 

 

Notes to the Condensed Unaudited Consolidated Financial Statements

For the six months ended 30 September 2013

 

1. General information

 

Real Estate Credit Investments PCC Limited (the "Company") was registered on 6 September 2005 with registered number 43634 and is domiciled in Guernsey, Channel Islands. The Company commenced its operations on 8 December 2005.

 

"Group" is defined as the Company and Trebuchet Finance Limited. The Company holds a participation note in Trebuchet Finance Limited, a SPE over which the Company is exposed to the majority of its benefits and business risks. Trebuchet Finance Limited is consolidated in the financial statements of the Group under SIC 12, Consolidation - Special Purpose Entities.

 

The Company is an authorised closed-ended protected cell company, being a cellular company governed by the Companies (Guernsey) Law 2008, comprising a core segment (the "Core" or "RECI") and a cell segment (the "Cell" or "ERII Cell") each of which has its own portfolio of assets, investments objective and sub-section of the Company's Investment Policy.

 

The investment policy of the Company is sub-divided into an investment policy for the Core and an investment policy for the Cell. This is to reflect the fact that the Investment Manager is responsible for managing two discrete pools of assets, one, represented by the Core, into which Ordinary Shareholders are invested and one, represented by the Cell, into which Cell Shareholders are invested.

 

The investment objective for the Core is to invest primarily in debt secured by commercial or residential properties in Western Europe and the United Kingdom ("Real Estate Debt Investments"). The Real Estate Debt Investments may take different forms but will be likely to be: (i) securitised tranches of secured real estate related debt securities, for example, RMBS and CMBS (together "MBS"); and (ii) secured real estate loans, debentures or any other form of debt instrument.

 

The investment objective of the Cell is to pay to Cell Shareholders the Net Cell Proceeds and to provide Cell Shareholders with exposure to an amortising portfolio of Residual Income Positions. The Directors currently intend that the Company pays distributions to the Cell Shareholders from the Net Cell Proceeds when it is able and appropriate to do so and intend that the Company sells the Residual Income Positions during the life of the Cell if deemed appropriate.

 

The Core Ordinary Shares reflect the performance of the Core's real estate debt strategy. The Core Ordinary Shares are currently listed on the premium segment of the Official List of the UK Listing Authority and trade on the Main Market of the London Stock Exchange plc (ticker RECI). The Core Ordinary Shares offer investors a levered exposure to a portfolio of real estate credit investments and aim to pay a quarterly dividend. Such leverage is provided by the Core Preference Shares which confer the right to a preferential cumulative preference dividend (which is an amount in Sterling equal to 8 per cent per annum of the Preference Share Notional Value) payable quarterly on each Payment Date. The Core Preference Shares are currently listed on the standard segment of the Official List of the UK Listing Authority and trade on the Main Market of the London Stock Exchange plc (ticker RECP).

 

The real estate debt investment strategy of the Core focuses on secured residential and commercial debt in the UK and Western Europe. In making these investments the Company uses the expertise and knowledge of its investment manager, Cheyne Capital Management (UK) LLP (the "Investment Manager"), an investment management firm authorised and regulated by the UK Financial Conduct Authority. The Company has adopted a long term strategic approach to investing and focuses on identifying value.

 

1. General information (continued)

 

The Cell Ordinary Shares trade on the Specialist Fund Market of the London Stock Exchange plc (ticker ERII). Dividends or distributions will only be paid by the Cell to the extent that the asset cover ratio (the Preference Share Cover Test) for the Core Preference Shares is satisfied. The Cell holds Residual Income Positions, which are legacy assets of an investment policy which is no longer pursued by the Group. The Company intends to hold the Residual Income Positions until maturity or prior to maturity if the Investment Manager so decides for reasons including, but not limited to, the price offered being sufficiently attractive or the credit view of the underlying assets changing. The Directors may, at their discretion, return cash to Cell Shareholders by dividends or other distribution. The Directors may also, at their discretion, effect a mandatory redemption of Cell Shares as a means of returning capital to the Cell Shareholders.

 

The liabilities in relation to the Preference Shares, being both quarterly Preference Dividends and the repayment of the final capital entitlement of the Preference Shares (the "Final Capital Entitlement"), are borne by the Company. The Company has protected the ability of the Company to meet the Final Capital Entitlement through the introduction of a cover test (the "Preference Share Cover Test"). The Preference Share Cover Test is intended to prevent the erosion of the Company's asset base through the payment of dividends or other distributions from the Cell. Prior to the payment of dividends or other distributions from the Cell, the Preference Share Cover Test will need to be satisfied.

 

The Preference Share Cover Ratio is calculated based on the ratio of total Company assets (i.e. Total Core Assets plus Cell Assets) to the Final Capital Entitlement. The Preference Share Cover Test has been set at 2.39. The Company was not in breach of the test as at 30 September 2013 or 31 March 2013.

 

Notwithstanding the Company's ability to satisfy the Preference Share Cover Test, the Company will continue to fulfil its obligations towards the Preference Shareholders with respect to the distribution of Preference Dividends. Such obligations are met using the income available in the Core and, if necessary, the Core Assets themselves. Should the Core Income and Assets be insufficient to meet the Company's liabilities in respect of Preference Dividends and/or the Final Capital Entitlement when they fall due, it is intended that the Directors will call upon the income and, where such income is insufficient to satisfy such liabilities, the assets of the Cell to satisfy the liabilities (the "Inter-Cellular Arrangement").

 

The Group's investment management activities are managed by the Investment Manager. The Group has entered into an Investment Management Agreement (the "Investment Management Agreement") under which the Investment Manager manages its day-to-day investment operations, subject to the supervision of the Company's Board of Directors. The Group has no direct employees. For its services, the Investment Manager receives a monthly management fee (which includes a reimbursement of expenses) and if applicable a quarterly performance-related fee on the Core. The Company and the Investment Manager have agreed that an Incentive Fee will no longer be charged on the Cell Assets.

 

On 16 October 2013, the Company announced it had completed a placing of New Core Shares to raise £50 million (the "Placing"). The Company intends to utilise the net proceeds from the Placing to achieve the investment objective of the Core. Arising from the Placing, a new prospectus was issued on 16 October 2013. The main changes following the issue of this new prospectus, including changes to the Investment Management Agreement and the Continuation Resolution, are detailed in Note 16 of these financial statements.

 

The Group has no ownership interest in the Investment Manager. State Street (Guernsey) Limited is the Administrator and provides all administration and secretarial services to the Group in this capacity.

 

2. Significant accounting policies

 

Statements of compliance

The condensed unaudited consolidated financial statements for the period ended 30 September 2013 have been prepared in accordance with IAS 34 Interim Financial Reporting ("IAS 34") as issued by the International Accounting Standards Board. The same accounting policies, presentation and methods of computation have been followed in these financial statements as were applied in the preparation of the Group's audited consolidated financial statements for the year ended 31 March 2013. The condensed unaudited consolidated financial statements do not contain all of the information and disclosures required in a full set of annual financial statements and should be read in conjunction with the audited consolidated financial statements of the Group for the year ended 31 March 2013, which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board.

 

The comparative information for the year ended 31 March 2013 does not constitute Statutory Accounts as defined by Guernsey Law. A copy of the Statutory Accounts for that year has been delivered to the Shareholders. The Auditor's Report on these Financial Statements was not qualified but did include a reference to an emphasis of matter in relation to the uncertainty over the valuation of the ERII Cell's illiquid investments and did not contain a statement under section 263(2) and (3) of The Companies (Guernsey) Law, 2008.

 

New standards adopted

IFRS 13, "Fair Value Measurement" effective for annual periods beginning on or after 1 January 2013, improves consistency and reduces complexity by providing a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRS. The requirements do not extend the use of fair value accounting but provide guidance on how it should be applied where its use is already required or permitted by other standards within IFRS. If an asset or a liability measured at fair value has a bid price and an ask price, the standard requires valuation to be based on a price within the bid-ask spread that is most representative of fair value and allows the use of mid-market pricing or other pricing conventions that are used by market participants as a practical expedient for fair value measurement within a bid-ask spread. The Group adopted IFRS 13 with the effect from 1 April 2013.

 

There are no other standards, interpretations or amendments to existing standards that are not yet effective that would be expected to have a significant impact on the Fund.

 

Basis of preparation

The condensed unaudited consolidated financial statements of the Group are prepared on the historical cost basis as modified by the following assets and liabilities which are stated at their fair value: financial instruments held for trading and financial instruments classified or designated as at fair value through profit or loss.

 

The functional and presentation currency of the Company and Core is GBP. The functional and presentation currency of the Cell is Euro. These functional currencies of the Core and Cell best represent the economic environment in which the Core and Cell operate. The presentation currency of the combined consolidated financial statements is GBP.

 

Going concern

The Directors believe it is appropriate to adopt the going concern basis in preparing the consolidated financial statements as, after due consideration and enquiries made, the Directors consider that the Group has adequate resources to continue in operational existence for the foreseeable future. Regarding the ongoing funding of the Group's Preference Shares, the Directors have taken into account the current cash balance, the forecast cash inflows and outflows from the investments and operating expenses. The Directors note the cash resources available at 30 September 2013 (£6.4m), some of which will be used to pay the proposed dividend, are sufficient to cover normal operational costs and current liabilities as they fall due for the foreseeable future. In addition, £50 million has been raised from the Placing of New Core Shares as disclosed in Note 1 and Note 16 of these financial statements.

 

2. Significant accounting policies (continued)

 

Valuation of investments

In accordance with the Group's accounting policies, the fair value of financial assets is based on quoted prices where such prices are available from a third party in a liquid market.

 

Mortgage Backed Securities held in the Core are valued using independent market prices (supplied by Markit).

 

The Core's investments in real estate loans are measured at fair value, which are linked to the value of the real estate assets the entity invests in.

 

The market for Residual Income Positions is illiquid and regular traded prices are generally not available for such investments. There is no active secondary market in Residual Income Positions and, further, there is no industry standard agreed methodology to value Residual Income Positions.

As quoted bid prices are unavailable, the fair value of the Residual Income Positions is estimated by reference to market information, which includes but is not limited to broker marks, prices of comparable assets, estimated fair value from the previous period updated for current period cash flows and a pricing model, that incorporates discounted cash flow techniques as required by IAS 39. The Group may use all or a combination of the prices from these sources in estimating the fair value of the investments.

 

Any changes to assumptions surrounding the pricing models may result in changes to the fair values of the investments. Such changes in the fair value are reported in the Consolidated Statement of Comprehensive Income following the reassessment of the cash flows discounted at the current discount rate for the investment.

 

The fair values of financial instruments that are not traded in an active market are determined using valuation techniques (such as modelling).

 

3. Net gains and losses on financial assets and liabilities at fair value through profit or loss

 

6 month period ended 30 September 2013:

RECI Core

ERII Cell

Total

30-Sept-13

30-Sept-13

30-Sept-13

GBP

EUR

GBP

Net realised gains/(losses)

Net realised gains/(losses) on investments at fair value through profit or loss

11,323,617

(5,295,119)

6,810,288

Net realised losses on credit default swaps

(446,710)

-

(446,710)

Net realised losses on foreign exchange instruments

(115,778)

(320,088)

(388,607)

Net realised gains/(losses)

10,761,129

(5,615,207)

5,974,971

Net movement in unrealised gains/(losses)

Net movement in unrealised (losses)/gains on investments at fair value through profit or loss

(10,145,264)

4,332,661

(6,452,293)

Net movement in unrealised losses on credit default swaps

(6,335)

-

(6,335)

Net movement in unrealised losses on options

(33,226)

-

(33,226)

Net movement in unrealised losses on foreign exchange instruments and other foreign currency transactions

(30,617)

50,806

12,688

Net movement in unrealised (losses)/gains

(10,215,442)

4,383,467

(6,479,166)

Net realised and movement in unrealised gains/(losses)

545,687

(1,231,740)

(504,195)

 

 

 

 

3. Net gains and losses on financial assets and liabilities at fair value through profit or loss (continued)

 

6 month period ended 30 September 2012:

RECI Core

ERII Cell

Total

 

30-Sept-12

30-Sept-12

30-Sept-12

 

GBP

EUR

GBP

 

Net realised gains/(losses)

 

Net realised gains on investments at fair value through profit or loss

1,907,950

-

1,907,950

 

Net realised gains on credit default swaps

960,096

-

960,096

 

Net realised gains on options

1,475,344

-

1,475,344

 

Net realised gains/(losses) on foreign exchange instruments

132,355

(6,359)

127,262

 

Net realised gains/(losses)

4,475,745

(6,359)

4,470,652

 

 

Net movement in unrealised gains/(losses)

 

Net movement in unrealised gains on investments at fair value through profit or loss

2,103,161

262,369

2,312,189

 

Net movement in unrealised gains on total return equity swaps

10,400

-

10,400

 

Net movement in unrealised losses on credit default swaps

(3,881)

-

(3,881)

 

Net movement in unrealised losses on interest rate swap agreements

(16,370)

-

(16,370)

 

Net movement in unrealised losses on options

(637,358)

-

(637,358)

 

Net movement in unrealised (losses)/gains on foreign exchange instruments and other foreign currency transactions

(18,171)

99,495

61,521

Net movement in unrealised gains

1,437,781

361,864

1,726,501

 

 

Net realised and movement in unrealised gains

5,913,526

355,505

6,197,153

 

 

4. Operating expenses

 

6 month period ended 30 September 2013:

Note

RECI Core

ERII Cell

Total

30-Sept-13

30-Sept-13

30-Sept-13

GBP

EUR

GBP

Investment management, custodian

and administration fees

Investment management fee

14

934,948

124,340

1,040,930

Administration fee

83,876

39,056

117,166

Custodian fee

(2,566)

(2,535)

(4,727)

1,016,258

160,861

1,153,369

Other operating expenses

Audit fees

67,640

29,272

92,590

Fees payable to Directors of Real Estate Credit Investments PCC Limited

67,684

56,851

116,142

Fees payable to Directors of Trebuchet Finance Limited

-

6,277

5,350

Legal fees

100,702

8,207

107,697

Other expenses

307,805

74,432

371,248

543,831

175,039

693,027

Total operating expenses

1,560,089

335,900

1,846,396

 

 

 

 

 

 

 

 

4. Operating expenses (continued)

 

6 month period ended 30 September 2012:

Note

RECI Core

ERII Cell

Total

30-Sept-12

30-Sept-12

30-Sept-12

GBP

EUR

GBP

Investment management, custodian

and administration fees

Investment management fee

14

826,545

210,895

995,463

Administration fee

36,099

30,207

60,294

Custodian fee

8,122

6,797

13,566

870,766

247,899

1,069,323

Other operating expenses

Audit fees

67,650

51,815

109,152

Directors' fees payable to Directors of Real Estate Credit Investments PCC Limited

 

67,685

 

56,638

113,050

Directors' fees payable to Directors of Trebuchet Finance Limited

-

6,267

5,020

Legal fees

99,870

344,981

376,185

Other expenses

(89,563)*

163,838

41,665

145,642

623,539

645,072

Total operating expenses

1,016,408

871,438

1,714,395

 

* Negative expense due to reversal of prior period accrual.

 

5. Finance costs

 

6 month period ended 30 September 2013:

RECI Core

ERII Cell

Total

30-Sept-13

30-Sept-13

30-Sept-13

GBP

EUR

GBP

Finance costs:

Preference Shares issuance expense amortised

55,151

-

55,151

Dividend paid to Preference Shareholders

1,798,513

-

1,798,513

Total finance costs

1,853,664

-

1,853,664

 

6 month period ended 30 September 2012:

RECI Core

ERII Cell

Total

30-Sept-12

30-Sept-12

30-Sept-12

GBP

EUR

GBP

Finance costs:

Preference Shares issuance expense amortised

53,849

-

53,849

Dividend paid to Preference Shareholders

1,885,513

-

1,885,513

Total finance costs

1,939,362

-

1,939,362

 

 

 

 

 

 

 

 

 

6. Other assets

 

RECI Core

ERII Cell

Total

30-Sept-13

30-Sept-13

30-Sept-13

GBP

EUR

GBP

Interest receivable

2,166,213

153,319

2,294,372

2,166,213

153,319

2,294,372

 

RECI Core

ERII Cell

Total

31-Mar-13

31-Mar-13

31-Mar-13

GBP

EUR

GBP

Interest receivable

847,301

1,816,782

2,383,689

847,301

1,816,782

2,383,689

 

7. Dividends

 

Dividends

RECI Core

ERII Cell

Total

30-Sept-13

30-Sept-13

30-Sept-13

GBP

EUR

GBP

Further interim dividend for the year ended 31 March 2013

879,274

556,341

1,353,475

First interim dividend for the year ended 31 March 2014

919,240

-

919,240

Amounts recognised as distributions to Shareholders in the period

1,798,514

556,341

2,272,715

 

Dividends per Share (Core and Cell)

RECI Core

ERII Cell

30-Sept-13

30-Sept-13

GBP / Share

EUR / Share

Further interim dividend for the year ended 31 March 2013

0.022

0.03

First interim dividend for the year ended 31 March 2014

0.023

-

Amounts recognised as distributions to Ordinary Equity Holders in the period

0.045

0.03

 

Dividends

RECI Core

ERII Cell

Total

30-Sept-12

30-Sept-12

30-Sept-12

GBP

EUR

GBP

Further interim dividend for the year ended 31 March 2012

679,439

-

679,439

First interim dividend for the year ended 31 March 2013

679,439

-

679,439

Amounts recognised as distributions to Shareholders in the period

1,358,878

-

1,358,878

 

Dividends per Share (Core and Cell)

RECI Core

ERII Cell

30-Sept-12

30-Sept-12

GBP / Share

EUR / Share

Further interim dividend for the year ended 31 March 2012

0.017

-

First interim dividend for the year ended 31 March 2013

0.017

-

Amounts recognised as distributions to Ordinary Equity Holders in the period

0.034

-

 

 

 

 

 

7. Dividends (continued)

 

Under Guernsey Law, companies can pay dividends provided they satisfy the solvency test prescribed under The Companies (Guernsey) Law, 2008. The solvency test considers whether a company is able to pay its debts when they become due and whether the values of a company's assets are greater than its liabilities. The Company passed the solvency test for each dividend payment for the period ended 30 September 2013 (also for the year ended 31 March 2013 and period ended 30 September 2012).

 

The Preference Share Cover Test is intended to prevent the erosion of the Company's asset base through the payment of dividends or other distributions out of the Cell. Prior to the Company declaring a dividend or making a distribution (including for these purposes a redemption) to holders of Cell Shares, the Preference Share Cover Test will also need to be satisfied. The Company was not in breach of the test as at 30 September 2013, 31 March 2013 or 30 September 2012.

 

Preference Share Dividends

The Preference Shareholders are entitled to a Preference Dividend equal to 8% per annum of the Preference Share Notional Value. The Preference Dividend will be accrued at each valuation point and paid quarterly. Dividends owing to Preference Shareholders are shown as a Finance Cost in the Unaudited Consolidated Statement of Comprehensive Income on an effective yield basis.

 

8. Profit/(loss) per Ordinary Share

 

The calculation of the basic and diluted earnings per share is based on the following data.

 

6 month period ended 30 September 2013:

RECI Core

ERII Cell

GBP

EUR

Profit/(loss) for the purposes of basic earnings per share being net profit/(loss) attributable to equity holders

3,937,726

(1,173,843)

Weighted average number of Ordinary Shares for the purposes of basic earnings per share

39,966,985

18,456,550

Effect of dilutive potential Ordinary Shares:

Share options

-

-

Weighted average number of Ordinary Shares for the purposes of diluted earnings per share

39,966,985

18,456,550

 

6 month period ended 30 September 2012:

RECI Core

ERII Cell

GBP

EUR

Profit for the purposes of basic earnings per share being net profit attributable to equity holders

9,415,774

1,672,955

Weighted average number of Ordinary Shares for the purposes of basic earnings per share

39,966,985

39,966,985

Effect of dilutive potential Ordinary Shares:

Share options

-

-

Weighted average number of Ordinary Shares for the purposes of diluted earnings per share

39,966,985

39,966,985

 

There was no dilution as at 30 September 2013 or 30 September2012 as the share price was below the option price (see Note 14) on that date.

 

9. Share capital

 

The capital structure of the Company consists of Preference Shares and equity attributable to equity holders of Core and Cell Ordinary Shares, comprising issued share capital and reserves, as disclosed in the Unaudited Consolidated Statement of Financial Position. The issued share capital of the Company consists of Core Ordinary Shares, Preference Shares and Cell Ordinary Shares. The Company's capital managed as at the period end is represented by the value of the shares issued to date. The Company does not have any externally imposed capital requirements. At 30 September 2013 the Company had capital of GBP 71,567,934 (31 March 2013: GBP 73,040,367).

 

Authorised Share Capital

30 September 2013

31 March 2013

Number of Shares

Number of Shares

Core Ordinary Shares of no par value each

Unlimited

Unlimited

Preference Share at par

44,962,834

49,958,704

Cell Ordinary Shares of no par value each

Unlimited

Unlimited

 

Core Ordinary Shares Issued and fully paid

30 September 2013

31 March 2013

Balance at start of the period/year

39,966,985

39,966,985

Ordinary Shares issued during the period/year

-

-

Balance at end of the period/year

39,966,985

39,966,985

 

No Ordinary Shares were bought back or cancelled during the period ended 30 September 2013 or during the year ended 31 March 2013.

 

Cell Ordinary Shares Issued and fully paid

30 September 2013

31 March 2013

Balance at start of the period/year

18,544,711

39,966,985

Cell shares redeemed during the period/year

(3,152,563)

(21,422,274)

Balance at end of the period/year

15,392,148

18,544,711

 

On 13 August 2013, the Company announced that approximately 17% of the Cell's issued share capital would be redeemed at the close of business on 2 September 2013 (the "Redemption Date") by way of compulsory redemption of Cell Shares following the sale of the Company's position in Sestante. The Redemption was effected pro rata to holdings of Cell Shares on the register at the close of business on the Redemption Date and the aggregate payment made to Cell Shareholders was EUR 2,410,812. All of the Cell Shares redeemed on the Redemption Date were cancelled.

 

 

 

 

 

 

 

 

 

 

 

 

 

9. Share capital (continued)

 

Core Preference Shares Issued and fully paid

30-Sept-2013

30-Sept-2013

31-Mar-2013

31-Mar-2013

Number of Preference Shares

GBP

Number of Preference Shares

GBP

Preference Shares at start of the period/year

44,962,834

44,486,335

47,137,804

46,552,606

Preference Shares redeemed during the period/year at par net of issue costs

-

-

(2,174,970)

(2,174,970)

Amortised issue costs allocated to Preference Shares

-

55,151

-

108,699

Balance at end of period/year

44,962,834

44,541,486

44,962,834

44,486,335

 

The value of the Preference Shares represent an obligation on the Company to pay the Preference Share par value on winding up of the Company or on redemption of the Preference Shares in accordance with their terms. The liabilities with respect to the Preference Shares remains in the Core subject to meeting the requirements of the Preference Share Cover Test as disclosed in Note 1.

 

The Core repurchased 4,995,870 in total of the Preference Shares during the years ended 31 March 2013 and 31 March 2012 and held them in Treasury. On 5 June 2013, the Board of Directors resolved to cancel these Treasury Preference Shares. These were cancelled effective 27 June 2013.

 

At 30 September 2013, 44,962,834 Preference Shares were in issue with a par value of GBP 1 per share (31 March 2013: 44,962,834 Preference Shares). All issued shares are fully paid.

 

10. Valuation of Financial Instruments

 

IFRS 7 requires disclosures surrounding the level in the fair value hierarchy in which fair value measurement inputs are categorised for assets and liabilities measured in the Consolidated Statement of Financial Position. The determination of the fair value for financial assets and financial liabilities for which there is no observable market price requires the use of valuation techniques as described in Note 2, Significant Accounting Policies. For financial instruments that trade infrequently and have little price transparency, fair value is less objective.

 

The Group categorises investments using the following hierarchy as defined by IFRS 7:

 

· Level 1 - Quoted market prices in an active market for an identical instrument.

· Level 2 - Valuation techniques based on observable inputs. This category includes instruments valued using: quoted market prices in active markets for similar instruments; quoted prices for similar instruments in markets that are considered less than active; or other valuation techniques where all significant inputs are directly or indirectly observable from market data.

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

 

 

 

 

 

 

 

10. Valuation of Financial Instruments (continued)

 

The following table analyses within the fair value hierarchy the Core's financial assets and liabilities measured at fair value at the period / year end date:

 

As at 30 September 2013

Level 1

Level 2

Level 3

Total

30-Sept-13

30-Sept-13

30-Sept-13

30-Sept-13

GBP

GBP

GBP

GBP

Non-current assets

Investments at fair value through profit or loss

-

57,706,876

41,465,562

99,172,438

Current assets

Options held for trading

-

1,736,115

-

1,736,115

Forward foreign exchange contracts

-

32,922

-

32,922

Current liabilities

Options held for trading

-

(595,449)

-

(595,449)

Credit default swaps

-

(16,269)

-

(16,269)

-

58,864,195

41,465,562

100,329,757

 

As at 31 March 2013:

Level 1

Level 2

Level 3

Total

31-Mar-13

31-Mar-13

31-Mar-13

31-Mar-13

GBP

GBP

GBP

GBP

Non-current assets

Investments at fair value through profit or loss

-

 74,582,876

19,990,766

94,573,642

Current assets

Options held for trading

-

2,285,621

-

2,285,621

Credit default swaps

-

411,798

-

411,798

Forward foreign exchange contracts

-

65,998

-

65,998

Current liabilities

Options held for trading

-

(1,111,728)

-

(1,111,728)

Credit default swaps

-

(48,514)

-

(48,514)

Forward foreign exchange contracts

-

(784)

-

(784)

-

76,185,267

19,990,766

96,176,033

 

The following table analyses within the fair value hierarchy the Cell's financial assets and liabilities measured at fair value at the period / year end date:

 

As at 30 September 2013:

Level 1

Level 2

Level 3

Total

30-Sept-13

30-Sept-13

30-Sept-13

30-Sept-13

EUR

EUR

EUR

EUR

Non-current assets

Investments at fair value through profit or loss

-

-

9,994,261

9,994,261

-

-

9,994,261

9,994,261

 

As at 31 March 2013:

Level 1

Level 2

Level 3

Total

31-Mar-13

31-Mar-13

31-Mar-13

31-Mar-13

EUR

EUR

EUR

EUR

Non-current assets

Investments at fair value through profit or loss

-

-

12,588,496

12,588,496

-

-

12,588,496

12,588,496

 

 

 

10. Valuation of Financial Instruments (continued)

 

The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

 

The fair value of options is their quoted market price at the reporting date. These are included in Level 2 of the fair value hierarchy.

 

The fair value of forward contracts is the difference between the contracts price and reported market prices of the underlying contract variables. These are included in Level 2 of the fair value hierarchy.

 

The fair values of investments 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 investment-grade corporate bonds (Real Estate Debt Instruments) and over-the-counter derivatives.

 

As Level 2 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.

 

The Core has made loans into structures to gain exposure to real estate secured debt in the UK and Germany. These loans are not traded in an active market and there are no independent quotes available for these loans. Such holdings are classified as Level 3 investments. The fair value of these loans currently approximates to their amortised cost (less impairments, if any) with effective yields ranging from 8% to 17.6%. On origination of the loan, the Investment Manager underwrites the borrower and related security / property. This includes obtaining a valuation of the underlying property (to assess loan-to-value of the investment). In most instances the terms of the loan require periodic re-valuation of the underlying property to check against loan-to-value covenants. At 30 September 2013, the investment manager is not aware of any indications of impairment, significant credit events or significant negative performance of the underlying property structures, which might affect the fair value of the loans. Whilst no defaults in the underlying investments are expected, a 1% decrease on the yield would decrease the fair value by £1,267,466; an equal change in the opposite direction would increase the equity of the loan portfolio within the Core and increase net profit by an equal but opposite amount.

 

The fair values of investments in Residual Income Positions held by the Cell, for which there is currently no active market, are calculated using valuation models. The model uses discounted cash flow analysis which incorporates both observable and non-observable data. Observable inputs include broker marks where applicable and prices of comparable assets. Unobservable inputs include assumptions regarding expected future default rates, prepayment rates and market liquidity discounts. The fair value of such instruments is included within Level 3.

 

In relation to the Residual Income Positions in the Cell, the Investment Manager applies a default rate in the range of 1.0% to 2.0% (31 March 2013: 0.6%-3.5%). A 10% increase in the default rates would decrease the equity of the Cell and decrease the net profit of the Cell by €22,875 (31 March 2012: €277,227); an equal change in the opposite direction would have increased the equity of the Cell and increased net profit of the Cell by an equal but opposite amount. 

 

With respect to the granular mortgage portfolios in the Cell, the Investment Manager applies a prepayment rate in the range of 2.8% to 5.0% (31 March 2013: 2%-5%). A 10% increase in the prepayment rates of the securities held would decrease the equity of the Cell and decrease net profit of the Cell by €44,487 (31 March 2013: €45,611); an equal change in the opposite direction would have increased the equity of the Cell and decreased the net profit for the year by an equal but opposite amount.

 

 

 

10. Valuation of Financial Instruments (continued)

 

The Cell currently applies a discount rate of 15% (2013: 15%) when valuing the European and UK Mortgages and 20% (2012: 20%) for the SME portfolios. A 10% increase in the discount rate would have decreased the equity of the Cell and net profit per the Consolidated Statement of Comprehensive Income by €650,205 (31 March 2013: €1,151,162); an equal change in the opposite direction would have increased net assets by an equal but opposite amount.

 

There were no transfers between Level 1 and Level 2 or between Level 2 and Level 3 during the period ended 30 September 2013 or during the year ended 31 March 2013.

 

Level 3 reconciliation

 

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

 

Level 3

Level 3

Core

Cell

30-Sept-13

30-Sept-13

Financial assets designated at fair value through profit or loss

GBP

EUR

Opening Balance

19,990,766

12,588,496

Total gains and losses recognised in the consolidated statement of comprehensive income for the year

-

(962,458)

Purchases

22,558,870

-

Sales

-

(1,899,865)

Paydowns received*

-

268,088

Interest accrued reversed**

(1,084,074)

-

Closing balance

41,465,562

9,994,261

Unrealised gain/(loss) on investments classified as Level 3 at year end

(1,084,074)

4,332,661

 

Level 3

Level 3

Core

Cell

31-Mar-2013

31-Mar-2013

Financial assets designated at fair value through profit or loss

GBP

EUR

Opening Balance

4,006,266

 17,841,069

Total gains and losses recognised in the consolidated statement of comprehensive income for the year

 

-

10,114,938

Purchases

23,247,560

-

Sales

 (8,289,296)

(12,388,449)

Paydowns received

-

(2,979,062)

Interest accrued**

1,026,236

-

Closing balance

19,990,766

12,588,496

Unrealised gain/(loss) on investments classified as Level 3 at year end

1,026,236

(299,955)

* The Company sold its position in Sestante during the period. This position had approximately EUR 1.9 million accrued in interest receivable at the time of sale which was subsequently written down to EUR Nil, thereby giving rise to a large variance in paydowns received when compared to the prior year.

** In the annual financial statements for the year ending 31 March 2013, the fair value of the loan investments included all interest accrued on these positions. In the current period, the interest accrued is shown separately in other assets.

 

 

 

11. Segmental reporting

 

The Group has adopted IFRS 8 'Operating Segments'. The standard requires a 'management approach', under which segment information is presented on the same basis as that used for internal reporting purposes.

 

Whilst the Investment Manager may make the investment decisions on a day to day basis regarding the allocation of funds to different investments, any changes to the investment strategy or major allocation decisions have to be approved by the Board, even though they may be proposed by the Investment Manager. The Board retains full responsibility as to the major allocation decisions made on an ongoing basis and is therefore considered the "Chief Operating Decision Maker" under IFRS 8.

 

The Group has two reportable segments, being the Core and the Cell.

 

The Core invests in Real Estate Debt Investments. The real estate debt strategy focuses on secured residential and commercial debt in the UK and Western Europe, seeking to exploit opportunities in publicly traded securities and real estate loans.

 

The Cell holds Residual Income Positions, which are legacy assets of an investment policy which is no longer pursued by the Group. The Company intends to hold the Residual Income Positions until maturity or prior to maturity if the Investment Manager so decides for reasons including, but not limited to, the price offered being sufficiently attractive or the credit view of the underlying assets changing.

 

For each of the segments, the Board of Directors reviews internal management reports prepared by the Investment Manager on a quarterly basis. The Investment Manager has managed each of the Real Estate Debt Investments and Residual Income Positions as part of either the Core or Cell investment policy respectively, with the view of monitoring performance of the Core and Cell separately.

 

Information regarding the results of each reportable segment is included below. Performance is measured based on segment profit/loss, as included in the internal management reports that are reviewed by the Board of Directors. Segment profit/loss is used to measure performance as management believes that such information is the most relevant in evaluating the results.

 

6 month period ended 30 September 2013:

Core

Cell

Total

GBP

EUR

GBP

Reportable segment profit

3,937,726

(1,173,843)

2,937,192

6 month period ended 30 September 2012:

Core

Cell

Total

GBP

EUR

GBP

Reportable segment profit

9,415,774

1,672,955

10,754,626

 

As at 30 September 2013

Core

Cell

Total

GBP

EUR

GBP

Reportable segment assets

108,499,736

11,371,894

118,005,465

 

As at 31 March 2013

Core

Cell

Total

GBP

EUR

GBP

Reportable segment assets

106,684,377

15,517,488

119,806,960

 

Information regarding the basis of geographical segments is presented in the Investment Manager's Reports and is based on the countries of the underlying collateral.

 

 

 

 

11. Segmental reporting (continued)

 

All segment revenues are from external sources. There are no inter-segment transactions between the reportable segments during the period. The reportable segment profit/loss of both the Core and the Cell is equal to the loss of the Group and the reportable segment assets of both the Core and the Cell are equal to the total assets of the Group.

 

The following is a summary of the movements in the Group's investments analysed by the Core and Cell as at 30 September 2013:

 

6 month period ended 30 September 2013:

Core

Cell

Total

GBP

EUR

GBP

Investments at fair value through profit or loss:

Opening fair value at 31 March 2013

94,573,642

12,588,496

105,219,281

Purchases

37,401,467

-

37,401,467

Sales proceeds

(37,747,378)

(1,899,865)

(36,366,740)

Realised gain/(loss) on sales

11,323,617

(5,295,119)

6,810,288

Net movement in unrealised (losses)/gains on investments at fair value through the profit or loss*

(7,624,984)

4,332,661

(3,932,012)

Principal paydowns

(1,753,926)

268,088

(1,525,419)

Foreign currency adjustment in relation

-

-

(80,257)

Closing fair value

99,172,438

9,994,261

107,526,608

* Excludes effective interest rate adjustment of GBP 2,520,280 at 30 September 2013.

 

The following is a summary of the movements in the Group's investments analysed by the Core and Cell as at 31 March 2013:

 

Year ended 31 March 2013:

Core

Cell

Total

GBP

EUR

GBP

Investments at fair value through profit or loss:

Opening fair value

86,254,269

17,841,069

101,124,516

Purchases

88,829,847

-

88,829,847

Sales proceeds

(95,429,498)

(12,388,449)

(105,548,891)

Realised gain on sales

9,515,174

10,414,893

18,022,486

Net movement in unrealised gains/(losses) on investments at fair value through the profit or loss

12,273,039

(299,955)

12,028,023

Principal payups

-

607,780

496,460

Principal paydowns

(6,869,189)

(3,586,842)

(9,799,069)

Foreign currency translation adjustment

-

-

65,909

Closing fair value

94,573,642

12,588,496

105,219,281

 

 * Excludes effective interest rate adjustment of GBP 8,889,998 at 31 March 2013.

 

12. Collateral

 

There was no cash collateral held by the Group or held by brokers on behalf of the Group at 30 September 2013. At 31 March 2013, cash collateral of GBP 2,097,700 was held by Goldman Sachs on behalf of the Core in relation to financial derivative instruments transactions contracts entered into between the Company and Goldman Sachs. Cash collateral is included in the cash and cash equivalents figure shown in the Consolidated Statement of Financial Position of the Core as at 31 March 2013. This cash collateral is restricted and is reported separately by means of this note only.

 

 

 

13. Contingent liability

 

The Cell's income and assets may be called upon under the Inter-Cellular Agreement to satisfy the liabilities relating to the distribution of Preference Dividends and/or the Final Capital Entitlement where the Core Assets are insufficient to meet these liabilities. Further details in relation to this are disclosed in Note 1.

 

As at 30 September 2013 and 31 March 2013, the Directors considered that the Core's income and assets are sufficient to satisfy the Preference Dividends and/or Final Capital Entitlement and it is not probable that the Cell's income and assets will be called upon and accordingly no provision has been made in the Cell's financial statements.

 

14. Material agreements and related party transactions

 

Loan investments

The Company has provided a GBP 10 million mezzanine loan to finance the purchase of an office property in London. This loan was valued at 30 September 2013 at GBP 10 million. Another Cheyne managed fund, Cheyne Real Estate Credit Holdings LP, has also invested in the deal via a subordinated loan and equity, both of which are subordinated to RECI's investment.

 

The Company has made, and will continue to make, certain loan investments through a Luxembourg based entity Stornoway Finance SARL. This entity has separate compartments for each loan deal. Other funds also managed by the Investment Manager invest pari passu in these compartments. Any loans not co-invested on a pari passu basis will be noted separately as per above.

 

Investment Manager

The Company and Trebuchet Finance Limited are parties to an Investment Management Agreement with the Investment Manager, dated 8 December 2005, pursuant to which both the Company and Trebuchet Finance Limited have appointed the Investment Manager to manage their respective assets on a day-to-day basis in accordance with their respective investment objectives and policies, subject to the overall supervision and direction of their respective Boards of Directors.

 

The Group pays the Investment Manager a Management Fee and Incentive Fee.

 

Management Fee

Under the terms of the Investment Management Agreement, the Investment Manager is entitled to receive from the Group an annual Management Fee of 1.75 per cent of the gross asset value of the Group other than to the extent that such value is comprised of any investment where the underlying asset portfolio is managed by the Investment Manager. The Management Fee is calculated and payable monthly in arrears.

 

During the period ended 30 September 2013, the Management Fee totalled GBP 1,040,930 (period ended 30 September 2012: GBP 995,463), of which GBP 345,637 (31 March 2013: GBP 332,394) was outstanding at the period end.

 

The Management Fee rates were updated following the issue of a new prospectus on 16 October 2013 (see Note 16).

 

Incentive / Performance Fee

There was no incentive fee charged to the Company during the period ended 30 September 2013 or 30 September 2012 under the Investment Management Agreement in force during those periods.

 

The Investment Management Agreement was amended whereby the incentive fee was replaced with a performance fee following the issue of a new prospectus on 16 October 2013 (see Note 16).

 

 

14. Material agreements and related party transactions (continued)

 

Administration Fee

Under the terms of the Administration Agreement, the Administrator is entitled to receive from the Group an administration fee of 0.125 per cent of the gross asset value of the Group up to EUR 80,000,000 and 0.0325 per cent of the gross asset value of the Group greater than EUR 80,000,000. State Street Fund Services (Ireland) Limited, the Sub-Administrator, is paid by the Administrator.

 

Custodian Fee

Under the terms of the Custodian Agreement, the Custodian is entitled to receive from the Group a custodian fee of 0.03 per cent of the gross asset value of the Group up to EUR 80,000,000 and 0.02 per cent of the gross asset value of the Group greater than EUR 80,000,000, plus additional fees in relation to transaction fees, statutory reporting, corporate secretarial fees and other out of pocket expenses.

 

Investment Manager Options

In recognition of the work performed by the Investment Manager in raising capital for the Group, the Group granted to Cheyne Global Services Limited on 8 December 2005 options representing the right to acquire 2,250,000 Shares, being 10 per cent of the number of Offer Shares (that is, excluding the Shares issued to Cheyne ABS Opportunities Fund LP and the Shares issued to the Directors at that date), at an exercise price per share equal to the Offer Price (EUR 10). The Investment Manager Options are fully vested and immediately exercisable on the date of admission to the London Stock Exchange and will remain exercisable until the 10th anniversary of that date.

 

The aggregate fair value of the options granted at the time of the Initial Public Offering using a Black-Scholes valuation model was EUR 7,672,500 (reflecting a valuation of EUR 3.41 per option). This amount has been treated as a cost of the Initial Public Offering. As at 30 September 2013, these options were out of the money as the share price was below the Offer Price of EUR 10.23 (31 March 2013: share price was also below the Offer Price of EUR 10.23). As such there was no dilution as at 30 September 2013 as the share price was below the option price on that date.

 

The Group may grant further Investment Manager Options in connection with any future offering of Shares. Such options, if any, will represent the right to acquire Shares equal to not more than 10 per cent of the number of Shares being offered in respect of that future offering and will have an exercise price equal to the offer price for that offering.

 

15. Significant events during the period

 

Further interim dividends for the year ended 31 March 2013 of 2.2p per Core Ordinary Share and 3.0 cents per Cell Ordinary Share were approved by the Directors on 6 June 2013.

 

There have been no other significant events that affected the Group during the period that require amendment to or disclosure in the financial statements.

 

16. Subsequent events

 

On 16 October 2013, the Company announced and issued a Prospectus in respect of a Placing of New Core Shares. The purpose of this Placing was to raise gross proceeds of £50 million and invest the proceeds primarily in debt secured by commercial or residential properties in the United Kingdom and Western Europe. The new shares were admitted to trading on 12 November 2013.

 

 

 

 

16. Subsequent events (continued)

 

A new Prospectus was issued on 16 October 2013 in respect of the Placing of New Core Shares. The main changes in this Prospectus relate to a change in the Investment Management Fee rate from 1.75% to 1.25% on the gross asset value of the Core Ordinary Shares and to replace the incentive fee with a performance fee calculated as ((A - B) x 20%) x C where:

 

A = the Adjusted Performance Net Asset Value ("NAV"), as defined in the updated Prospectus.

B = the NAV per Core Share as at the first Business Day of the Performance Period increased by a simple annual rate of return of 7 per cent over the Performance Period or, if no Performance Fee was payable in the previous Performance Period, the NAV per Core Share on the first Business Day of the Performance Period immediately following the last Performance Period in which a Performance Fee was paid (the "Starting Date") increased by a simple annual rate of return of 7 per cent. over the period since the Starting Date ("Hurdle Assets").

C = the time weighted average number of Core Shares in issue in the period since the Starting Date.

 

As the Performance Period is from 11 November 2013, this has the effect of resetting the NAV on which the Hurdle Rate will be determined.

 

The Investment Management Fee rate applicable to the Cell remains at 1.75% of the net asset value of the Cell Shares.

 

Additionally, the Articles of Association of the Company were amended to provide for a Continuation Resolution to be put to Shareholders at the annual general meeting of the Company to be held in 2017 and every fourth year thereafter, that the Company continue its business as a closed-ended investment company.

 

There have been no other significant events affecting the Group since the period end date that require amendment to or disclosure in the financial statements.

 

17. Foreign exchange rates applied to combined totals shown in the condensed unaudited consolidated financial statements

 

The following foreign exchange rates relative to the GBP were used as at the period/year end date:

 

Currency

30-Sept-2013

31-Mar-2013

EUR

1.1963

1.19978

US Dollar

1.6194

1.59775

 

18. Approval of the Condensed Unaudited Consolidated Financial Statements

 

The condensed unaudited financial statements of the Group were approved by the Directors on 26 November 2013.

 

 

 

 

 

 

Directors and Advisers (continued)

 

Directors

Tom Chandos (Chairman)

Graham Harrison

Talmai Morgan

Christopher Spencer

 

Registered Office

First Floor Dorey Court

Admiral Park

St. Peter Port

Guernsey GY1 6HJ

 

Administrator and Secretary of the Group

State Street (Guernsey) Limited

PO Box 543

First Floor, Dorey Court

Admiral Park

St. Peter Port

Guernsey GY1 6HJ

 

Investment Manager

Cheyne Capital Management (UK) LLP

Stornoway House

13 Cleveland Row

London SW1A 1DH

 

Corporate Brokers

Liberum Capital Limited

Ropemaker Place, Level 12

25 Ropemaker Street

London EC2Y 9LY

 

Independent Auditor

Deloitte LLP

Regency Court

Glategny Esplanade

St. Peter Port

Guernsey GY1 3HW

 

Registrar

Capita Registrars (Guernsey) Limited

Mount Crevelt House

Bulwer Avenue

St. Sampson

Guernsey GY2 4LH

 

UK Transfer Agent

Capita Registrars

The Registry

34 Beckenham Road

Beckenham

Kent BR3 4TU

 

Custodian

State Street Custodial Services (Ireland) Limited

78 Sir John Rogerson's Quay

Dublin 2

Ireland

 

Sub-Administrator

State Street Fund Services (Ireland) Limited

78 Sir John Rogerson's Quay

Dublin 2

Ireland

 

 

 

 

 

 

 

 


1 WA effective yield is based on the effective yield using prices as at 15 November 2013 and is based on Cheyne's pricing assumptions and actual returns may differ materially from those expressed or implied herein. Such valuations have not been subject to independent verification or review.

2 The Weighted Average LTV has been calculated by Cheyne by reference to the current value ascribed to the collateral by Cheyne. In determining these values, Cheyne has undertaken its own internal valuation of the underlying collateral. Such valuations have not been subject to independent verification or review.

3Based on fair value of bonds and loans.

4 The weighted average original loan to value has been calculated by reference to the original acquisition value of the relevant collateral as disclosed at the time of issue of the relevant bond or loan. The original LTV is weighted by the market value of the bonds and loans. The weighted average Cheyne current LTV has been calculated by the Investment Manager by reference to the current value ascribed to the collateral by the Investment Manager. In determining these values, the Investment Manager has undertaken its own internal valuation of the underlying collateral. Such valuations have not been subject to independent verification or review. WA LTV figures are calculated with original notional using pool factor and FX rate as at 15 November 2013.

5WA effective yield is based on the effective yield as at most recent purchase and is based on Investment Manager's pricing assumptions and actual returns may differ materially from those expressed or implied herein. WA effective yield figures are calculated with original notional using pool factor and FX rate as at 15 November 2013.

6Cost and nominal shown are calculated with original notional using pool factor and FX rate as at 30 September 2013

7Cost and nominal shown are calculated with original notional using pool factor and FX rate as at 15 November 2013

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