Half-year Report (2)

Half-year Report

RNS Number : 9658N
CVC Credit Partners European Opps.
27 September 2019
 

27 September 2019

 

FOR IMMEDIATE RELEASE

 

RELEASED BY BNP PARIBAS SECURITIES SERVICES S.C.A., JERSEY BRANCH

 

HALF-YEARLY RESULTS ANNOUNCEMENT

 

THE BOARD OF DIRECTORS OF CVC CREDIT PARTNERS EUROPEAN OPPORTUNITIES LIMITED ANNOUNCE HALF YEARLY RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2019

 

HALF YEARLY BOARD report

financial highlights and Dividend History

 

Key Performance Indicators

 

Net Asset Value ("NAV"), share price and (discount)/premium

 

 

 

As at

30 June

2019

As at

31 December

2018

NAV per Euro Share

 

 

€1.0278

€1.0404

Euro Share price (bid price)1

 

 

€0.9900

€1.0600

(Discount)/premium to NAV (based on published NAV)2

(3.68)%

1.88%

 

 

 

 

 

NAV per Sterling Share

 

 

£1.0715

£1.0762

Sterling Share price (bid price)1

 

 

£1.0400

£1.0750

Discount to NAV (based on published NAV)2

(2.94)%

(0.11)%

 

Period highs and lows

 

 

Six months ended

30 June 2019

Year ended

31 December 2018

 

High

Low

High

Low

NAV per Euro Share

€1.0503

€1.0252

€1.1071

€1.0404

Euro Share price (bid price)1

€1.0600

€0.9900

€1.1200

€1.0500

NAV per Sterling Share

£1.0911

£1.0681

£1.1393

£1.0762

Sterling Share price (bid price)1

£1.0900

£1.0400

£1.1600

£1.0700

 

Dividend history

 

 

Year ended

Total dividend paid

per Euro Share

Total dividend paid

per Sterling Share

2014

€0.0350

£0.0350

2015

€0.0500

£0.0500

20163

€0.0625

£0.0625

20174

€0.0525

£0.0525

2018

€0.0550

£0.0550

 

Dividends paid during the period ended 30 June 2019

 

 

Payment date

Dividend paid

per Euro Share

Dividend paid

per Sterling Share

22/03/2019

€0.01375

£0.01375

14/06/2019

€0.01375

£0.01375

 

Please refer to note 15 for further information subsequent to the reporting period.

 

1 Source: Bloomberg

2 As the Company's ordinary shares are traded on the London Stock Exchange's Main Market, the share price may be higher or lower than the NAV. The difference is known as a discount or premium. The Company's discount or premium to NAV is calculated by expressing the difference between the period end Euro and Sterling Share price (bid price) and the period end NAV per share as a percentage of the respective NAV per share.

3 As a result of the Company amending the frequency of its dividend payments to a quarterly basis rather than a semi-annual basis during 2016, shareholders received an additional €0.0125 and £0.0125 dividend per Euro and Sterling Share respectively.

4 During 2017, the Company increased its target annual dividend to 5.5 cents per Euro Share and 5.5 pence per Sterling Share.

 

chairman's statement

 

Introduction

I am pleased to be able to report to you on the six month period to 30 June 2019. The EUR and GBP class NAV total return (inclusive of dividends reinvested) increased by 1.43% and 2.13% respectively over the period.

 

Performance in context

The Company's investment policy has been, for many years, to focus on the senior secured floating rate sector of the (predominantly) European high yield markets. 80% of the Investment Vehicle's holdings at the period end were either first lien loans (65%) or senior secured bonds (15%). Further, 85% of assets held derived their income from floating, as opposed to fixed, interest rates, and more than 80% of assets derived from European issuers. I restate this because investors will have noted that European high yield fixed income markets have, over the six-month period under review, performed exceptionally strongly, and a great deal better than the Company's net asset value per share performance. However, it has never been the Company's policy to seek to take material duration or interest rate risk, or to overweight the portfolio to unsecured assets. As a result, the Company will inevitably underperform by comparison to positive fixed income market performance, but will outperform in periods of negative performance, with the objective of preserving capital. Indeed, it is worth noting that the exceptional year to date performance of fixed rate instruments reflects a consensus on the part of market participants that broadly-based increases in the risk-free rate across developed markets are off the table for the near to medium term, as global growth prospects decline in the face of a cyclical slowdown, exacerbated by President Trump's relentless use of trade tariff threats as a means of implementing US foreign policy. It would not be surprising to see quantitative easing be brought meaningfully into play once again by both the US Fed and the ECB if reported economic performance continues to deteriorate. These sorts of market conditions enable high yield markets to thrive through low gross interest expense for borrowers, and low default rates as a consequence, thus preserving the relatively derisked nature of the Company's investment strategy.

 

As many of the Company's shareholders are based in the UK, or otherwise exposed to UK assets, it is incumbent of me to express the board's view of risks attaching to the Company from the UK's continuing process of intended detachment from the European Union. Our current assessment is that the economic impact of the ongoing uncertainties surrounding the precise timing and shape of departure, and the long term political consequences of the departure itself, present a relatively low risk to the Company's near term performance and net asset value. We do not see the potential impacts on cross border intra-European trade as being inconsequential to the European bloc as a whole, particularly in certain industry sectors such as, for example, automotive and industrial equipment, and impacts are likely to be more acute for UK issuers. However, these risks are mitigated partly through the relatively low exposure to UK issuers within the portfolio as a whole, at around 20% at the period end, and more generally the large scale and multi-national nature of portfolio issuers, thus making them better able to withstand any Brexit-related consequences on their performance than would be the case with issuers with smaller capital structures.

 

Corporate activities

The Company has continued capital management operations in the ordinary course during the period under review, having both issued capital through the ongoing tap programme and redeemed capital through the quarterly tender process.

 

Dividend yield

The Company's dividend yield has remained stable during the period, and the Board does not foresee any changes in the near term, given current market conditions and portfolio performance.

 

Other matters

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

 

 

 

Richard Boléat

Chairman

26 September 2019                                                                                                          

 

executive sUMMARY

 

This Executive Summary is designed to provide information about the Company's business and results for the period ended 30 June 2019. It should be read in conjunction with the Chairman's Statement and the Investment Vehicle Manager's report which gives a detailed review of investment activities for the period and an outlook for the future. 

 

Corporate summary

The Company is a closed-ended investment company limited by shares, registered and incorporated in Jersey under the Companies (Jersey) Law 1991 on 20 March 2013, with registration number 112635. The Company's Share capital consists of Euro Shares and Sterling Shares and is denominated in Euro and Sterling respectively. The Company's Euro Shares and Sterling Shares are listed on the Official List of the UK Listing Authority and admitted to trading on the Main Market of the London Stock Exchange. The Company also has two Management Shares in issue. Details of the shares in issue are detailed below.

 

The Company is self-managed and the Directors have invested the net proceeds from share issues into Compartment A of an existing European credit opportunities investment vehicle, CVC European Credit Opportunities S.à r.l. (the "Investment Vehicle"), managed by CVC Credit Partners Investment Management Limited (the "Investment Vehicle Manager").

 

The Company is a member of the Association of Investment Companies ("AIC") and is regulated by the Jersey Financial Services Commission.

 

Significant events during the six months ended 30 June 2019

Non-executive Director Appointment

On 21 February 2019, the Company announced that Stephanie Carbonneil had been appointed as a non-executive Director of the Company.

 

Publication of a Prospectus

On 29 March 2019, the Company published a prospectus in respect of a 12-month placing programme for up to 500 million placing shares, being new ordinary shares (to be denominated as either Euro Shares, Sterling Shares and/or US Dollar Shares) and/or C shares (to be denominated as either Euro C Shares, Sterling C Shares and/or US Dollar C shares).

 

Placing of Ordinary Shares

On 7 June 2019, the Company announced that it had raised £23,690,667, representing 21,945,963 new Sterling Shares at a placing price of £1.0795 per share.

 

Sale of treasury shares

The Company completed the following sale of Euro and Sterling treasury shares during the period. All treasury shares were sold at a premium to the relevant published NAV.

 

 

Euro Shares

Sterling Shares

Treasury shares sold

2,050,000

3,600,000

Gross proceeds received

€2,148,077

£3,915,520

 

Contractual quarterly tenders

The Company completed the following tenders under its Contractual Quarterly Tender mechanism during the period. All of the shares tendered were transferred into the Company's name and held in treasury.

 

Quarterly tender

Settlement date

Euro Shares

tendered

Euro Share

tender price

Sterling Shares

tendered

Sterling Share

tender price

December 2018

15/02/2019

-

-

144,501

£1.0662

March 2019

17/05/2019

1,575,007

€1.0313

5,861,033

£1.0708

 

On 13 May 2019, the Company announced that it had received tender applications in respect of the June 2019 tender for 4,396,361 Sterling Shares. The Company did not receive any tender applications for Euro Shares. Refer to note 15 for details regarding the settlement of the June 2019 tender.

 

 

Voluntary conversions

Following requests made by shareholders, the Company converted a total of 542 Euro Shares into 446 Sterling Shares and 1,001,995 Sterling Shares into 1,209,969 Euro Shares under the monthly conversion facility during the period ended 30 June 2019.

 

Dividends

The Company announced and paid two quarterly dividends totalling €0.0275 and £0.0275 (30 June 2018: €0.0275 and £0.0275) per Euro Share and Sterling Share respectively in the period ended 30 June 2019. Refer to note 11 for full details of each quarterly dividend.

 

Scrip dividends

The Company issued the following shares under the scrip dividend scheme during the period:

 

Scrip issue date

Euro scrip reference price

Euro Shares issued

Sterling scrip reference price

Sterling Shares issued

25/03/2019

€1.04900

336,017

£1.07750

29,296

14/06/2019

€1.04750

344,573

£1.08458

35,273

 

Share capital and voting rights

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

 

The Company held the following number of shares in treasury as at 30 June 2019:

 

4,703,590 Euro Shares (31 December 2018: 5,178,583 Euro Shares)

20,961,433 Sterling Shares (31 December 2018: 18,555,899 Sterling Shares)

 

Excluding shares held in treasury, the Company had the following number of shares in issue as at 30 June 2019:

 

128,195,148 Euro Shares (31 December 2018: 125,830,138 Euro Shares)

359,235,515 Sterling Shares (31 December 2018: 340,632,066 Sterling Shares)

 

Each Euro Share holds 1 voting right, and each Sterling Share holds 1.17 voting rights. As at 30 June 2019, the total number of voting rights of the Euro Shares of no par value is 128,195,148 and of the Sterling Shares is 420,305,552. The total number of voting rights in the Company is 548,500,700.

 

Purpose, Investment Objective and Policy

Company purpose and investment objective

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

 

Company asset allocation

The Company's investment policy is to invest predominantly in companies domiciled, or with material operations in, Western Europe across various industries. The Company's investments are focused on senior secured obligations of such companies but investments are also made across the capital structure of such borrowers.

 

The investment policy of the Investment Vehicle is subject to the following limits (the "investment limits"):

 

·      A minimum of 50 per cent. of the Investment Vehicle's gross assets will be invested in senior secured obligations (which, for the purposes of this investment limit will include cash and cash equivalents).

·      A minimum of 60 per cent. of the Investment Vehicle's gross assets will be invested in obligations of companies/borrowers domiciled, or with material operations, in Western Europe.

·      A maximum of 7.5 per cent. of the Investment Vehicle's gross assets will be invested at any given time in obligations of a single borrower subject to a single exception at any one time permitting investment of up to 15 per cent. in order to participate in a loan to a single borrower, provided the exposure is sold down to a maximum of 7.5 per cent. within 12 months of acquisition.

·      A maximum of 7.5 per cent. of the Investment Vehicle's gross assets will be invested in credit loan obligation securities.

·      A maximum of 25 per cent. of the Investment Vehicle's gross assets will be invested in CVC Capital Portfolio Company debt obligations calculated as invested cost as a percentage of the Investment Vehicle's gross assets.

 

The Investment Vehicle is permitted to borrow up to an amount equal to 100 per cent. of the NAV of the Investment Vehicle at the time of borrowing (the "borrowing limit"). The Investment Vehicle's borrowings as a percentage of the Company's NAV1 as at 31 December 2018 stood at 22.29% (31 December 2017: 24.52%).

 

General

The investment objective and investment policy of the Investment Vehicle are consistent with the investment objective and investment policy of the Company. In the event that changes are made to the investment objective or investment policy of the Company or of the Investment Vehicle (including the investment limits and/or the borrowing limit), the Directors will seek Shareholder approval for changes which are either (a) material in their own right or, (b) when viewed as a whole, together with previous non-material changes, constitute a material change from the published investment objective or policy of the Company.

 

Company borrowing limit

The Company may borrow up to 15 per cent. of the NAV of the Company for the sole purpose of purchasing or redeeming its own shares otherwise than pursuant to Contractual Quarterly Tenders. As at 30 June 2019, the Company did not have any borrowings (31 December 2018: no borrowings).

 

Investment strategy and approach

The Company has given effect to its investment policy by subscribing for Preferred Equity Certificates, (the "PEC's"), Series 4 and 5, issued by the Investment Vehicle. Series 4 and 5 PECs are denominated in Euro and Sterling respectively and are income distributing.

 

The Investment Vehicle Manager's investment strategy for the Investment Vehicle is to make investments across approximately 40 to 60 companies based on detailed fundamental analysis of the operations and market position of each company and its capital structure.

 

The Investment Vehicle Manager invests in the debt of larger companies and invests in companies with a minimum EBITDA of €50 million or currency equivalent at the time of investment. The Investment Vehicle Manager believes that the debt of larger companies offers a number of differentiating characteristics relative to the broader market:

 

(i)         larger, more defensive market positions;

(ii)        access to broader management talent;

(iii)       multinational operations which may reduce individual customer, sector or geographic risk and provide diverse cashflow;

(iv)       levers such as working capital and capital expenditure which can be managed in the event of a slowdown in economic growth; and

(v)        wider access to both debt and equity capital markets.

 

Based on the market opportunity, the Investment Vehicle Manager invests in a range of different credit instruments across the capital structure of target companies (including, but not limited to, senior secured, second lien and mezzanine loans and senior secured, unsecured and subordinated bonds). Assets are sourced in both the new issue and secondary markets, using the sourcing networks of the Investment Vehicle Manager and in certain circumstances the CVC Group2 more broadly. The Investment Vehicle Manager's access to deals is supported by the network of contacts and relationships of its leadership team and investment professionals, as well as the strong positioning of the CVC Group in the European leveraged finance markets. CVC Capital Portfolio Companies are one of the largest sponsor led issuers of leveraged loan deals in Europe3.

 

Each investment considered by the Investment Vehicle Manager is built around an investment thesis and generally falls into one of two categories:

 

1. Performing Credit4; and

2. Credit Opportunities5.

 

The Investment Vehicle Manager analyses the risk of credit loss for each investment on the basis it will be held to maturity but takes an active approach to the sale of investments once the investment thesis has been realised.

 

Further information in respect of the Investment Vehicle portfolio and performance as at 30 June 2019 can be found in the Investment Vehicle Manager's report below.

 

 

Director interests

Information on each Director is shown below.

 

As at the date of approval of the half yearly financial report, Mark Tucker held 10,000 Sterling Shares in the Company.

 

No Director has any other interest in any contract to which the Company is a party.

 

Principal risks and uncertainties

When considering the total return of the Company, the Directors take account of the risk which has been taken in order to achieve that return. The Directors have carried out a robust assessment of the principal risks facing the Company including those which would threaten its business model, future performance, solvency or liquidity. The following risk factors have been identified and are listed below:

 

·      Supply and demand

·      Investment portfolio concentration

·      Liquidity

·      Foreign exchange risk

·      Macro-economic factors

·      Capital management risks

 

Information on these risks and how they are managed is given in the Annual Financial Report for the year ended 31 December 2018. In the view of the Board these principal risks and uncertainties are as applicable to the remaining six months of the current financial year as they were in the six months under review.

 

The Company may be exposed to certain risks that are not disclosed within the Annual Financial Report. The Company is not necessarily free from any such risks.

 

Events after the reporting date

The Directors are not aware of any developments that might have a significant effect on the operations of the Company in subsequent financial periods not already disclosed in this report or the attached condensed financial statements.

 

Going concern

Under the AIC Code of Corporate Governance ("AIC Code") and applicable regulations, the Directors are required to satisfy themselves that it is reasonable to assume that the Company is a going concern from the date of approval of this Half Yearly Financial Report.

 

After reviewing the Company's budget and cash flow forecast for the next twelve months, the Directors are satisfied that, at the time of approving these condensed financial statements, no material uncertainties exist that may cast significant doubt concerning the Company's ability to continue for a period of at least twelve months from the date of approval of the condensed financial statements. The Directors consider it is appropriate to adopt the going concern basis in preparing this Half Yearly Financial Report.

 

Climate-related financial disclosures

In the Company's 2018 Annual Financial Report the Company recorded its support for the Climate-related Financial Disclosures recommended by the Financial Stability Board's Task Force on the subject. The Company has reviewed the Task Force's recommendations and intends to comply with them to the extent that it reasonably can recognising the feeder-type structure of the Company. During the first half of the year the Audit Committee engaged with the Investment Vehicle Manager which agreed to commence an exercise to enhance its existing ESG screening processes to specifically provide information to the Company to allow the Company to further progress toward the Task Force's voluntary disclosure recommendations. This exercise is in its initial stages and further information will be provided in the 2019 Annual Financial Statements.

 

Future strategy

The Board continues to believe that the investment strategy and policy adopted by the Investment Vehicle is appropriate for and is capable of meeting the Company's objectives. The overall strategy remains unchanged and it is the Directors' assessment that the Investment Vehicle Manager's resources are appropriate to properly manage the Investment Vehicle's portfolio in the current and anticipated investment environment.

 

Please refer to the Investment Vehicle Manager's report for detail regarding performance to date of the Investment Vehicle's investments and the main trends and factors likely to affect the future development, performance and position of those investments.

 

1 Pro-rated for the Company's interest in the Preferred Equity Certificates issued by the Investment Vehicle of 68.91% as at 31 December 2018 (31 December 2017: 71.65%).

2 CVC Group being the Investment Vehicle Manager and CVC Credit Partners Group Holding Foundation, together with its direct and indirect subsidiaries and their respective affiliates and excluding any funds managed and/or advised by the CVC Group.

3  Source: Dealogic. Data from the period from 1 January 2017 to 30 June 2018.

4 "Performing Credit" generally refers to senior secured loans and senior secured high yield bonds sourced in both the primary and secondary markets. The investment decision is primarily driven by a portfolio decision around liquidity, cash yield and volatility.

5 "Credit Opportunities" refers to investments where the Investment Vehicle Manager anticipates an event in a specific credit situation is likely to have a positive impact on the value of its investment. This may include events such as a repayment event before maturity, a deleveraging event, a change to the economics of the instrument such as increased margin and/or fees or fundamental or sentiment driven change in the value. The Investment Vehicle Manager seeks relative value opportunities which involve situations where market technicals have diverged from credit fundamentals often driven by selling by mandate constrained investors, CLO managers or hedge funds rebalancing their portfolios, macro views affecting different credit instrument types or sales by banks. The Investment Vehicle Manager has additional flexibility compared to mandate constrained capital and believes these assets have potential for capital gains and early cash flow generation based on the acquisition prices.

 

Board members

 

All the Directors are non-executive.

 

CHAIRMAN

 

Richard Michael Boléat. Appointed 20 March 2013.

Richard qualified as a Chartered Accountant with Coopers & Lybrand in the United Kingdom in 1987 and subsequently worked in the Middle East, Africa and the United Kingdom for a number of commercial and financial services groups, during which time he acted as a buy-side high yield credit analyst for an Arabian investment bank.

 

From 1996 he was a Principal of Channel House, a Jersey based financial services group, which was acquired by Capita Group plc in September 2005 and led their financial services client practice in Jersey until September 2007.

 

He currently acts as a non-executive director of a number of substantial collective investment and investment management entities and is active in a number of asset classes including global macro and high yield credit. In addition to his role with the Company, he presently acts as Chairman of SME Credit Realisation Limited and Audit Committee Chairman at M&G Credit Income Investment Trust plc, both of which are listed on the London Stock Exchange. He is personally regulated by the Jersey Financial Services Commission in the conduct of financial services business and is a member of the Alternative Investment Management Association (AIMA).

 

Directors

Stephanie Carbonneil, Appointed 21 February 2019.

Stephanie is a senior investment professional and is currently Head of Investment Trusts at Allianz Global Investors. She has experience in portfolio management specifically in institutional funds of funds and private wealth management. She also has broad experience in management of multi-asset funds and manager selection across European Equities, US and Emerging Equities, Global Emerging Equities, High Yield and European Fixed Income.

 

Stephanie has extensive knowledge of best practices in asset management through the implementation of a disciplined selection process and capital allocation to best in class managers. She has particularly strong experience in business development based on the combination of strong asset management technical expertise and experience as fund allocator. She also has been involved in implementing a diversity program whilst in a previous role at Architas.

 

Mark Richard Tucker. Appointed 20 March 2013.

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

 

In 1988 Mark relocated first to London, where he joined GNI Limited in a financial futures business development role, and later to New York where he was responsible for the alternative investment program of Gresham Asset Management, Inc. and later for the asset allocation and manager selection activities of Mitsui & Company.

 

Mark is personally regulated by the Jersey Financial Services Commission in the conduct of financial services business, and is an Associate of the Chartered Institute of Bankers, a Chartered Fellow of the Chartered Institute for Securities and Investment and a member of the Institute of Directors. Mark also serves as a non-executive director to several other offshore structures.

 

David Alan Wood. Appointed 20 March 2013.

David was a founding partner of CVC Cordatus (a predecessor to CVC Credit Partners Group) in 2006 and retired in April 2012. He was a member of CVC Credit Partners Advisory Board until April 2015. With 36 years of industry experience, David joined from Deutsche Bank where he was Co-Head of European Leveraged Finance. Prior to this, he was a Managing Director at JP Morgan/Chase Manhattan where he worked in leveraged finance and corporate banking. Mr Wood continues to sit on the CVC Credit Partners Conflicts Committee.

 

investment vehicle manager's report

 

SUMMARY

The gross attribution delivered by each strategy for the year to date has been consistent with the Investment Vehicle Manager's expectations. Despite the mark-to-market movements experienced in the credit opportunities strategy, where the gross return has been flat, the Investment Vehicle Manager feels that this segment of the portfolio is positioned well to deliver favourable future exit events and limited downside at the existing levels.

 

PORTFOLIO

As at 30 June 2019 the Investment Vehicle portfolio was invested in-line with investment policy, was diversified with 86 issuers1 (of which a range of 40 - 60 typically represent the core drivers of performance) (31 December 2018: 86) across 31 (31 December 2018: 28) different industries and 12 (31 December 2018: 17) different countries, and had exposure of no more than 2.7% (31 December 2018: 2.8%) to any single issuer.

 

PORTFOLIO STATISTICS2

 

 

As at 30 June 2019

As at 31 December 2018

PercentageofPortfolioin FloatingRateAssets

85.1%

86.5%

PercentageofPortfolioin FixedRateAssets

12.1%

12.8%

Percentage of Portfolio in Other

2.8%

0.7%

WeightedAveragePrice3

92.7

90.4

Yield toMaturity ("YTM")

7.6%

7.7%

CurrentYield

6.1%

5.8%

WeightedAverageFixedRateCoupon

7.8%

7.9%

WeightedAverageFloatingRate plusMargin

5.2%

5.1%

5 Largest Issuers as at 30 June 2019

Issuer

%ofGrossAssets

Industry

Country

Concordia Healthcare

2.7

Healthcare and Pharmaceuticals

 

UK

Civica

 

2.5

Electronics

UK

Celsa

2.5

Metals and Mining

 

Spain

Promotora

 

2.4

Broadcasting and Entertainment

 

Spain

Kirk Beauty

2.2

Retail Stores

Germany

5 Largest Issuers as at 31 December 2018

Issuer

%ofGrossAssets

Industry

Country

Dubai World

2.8

Diversified/Conglomerate Service

UAE

Civica

2.7

Electronics

UK

Celsa

2.6

Metals and Mining

Spain

Nidda Healthcare

2.6

Healthcare and Pharmaceuticals

Germany

Ambac

2.2

Finance

U.S.

5 Largest IndustryPositions as at 30 June 20191

 

Healthcare and Pharmaceuticals

12.8%

Retail Store

12.7%

Broadcasting and Entertainment

8.6%

Chemicals, Plastics and Rubber

7.1%

Diversified/Conglomerate Service

6.6%

5 Largest IndustryPositions as at 31 December 20181

 

Healthcare and Pharmaceuticals

12.3%

Retail Store

9.9%

Broadcasting and Entertainment

8.8%

Diversified/Conglomerate Service

8.5%

Chemicals, Plastics and Rubber

7.9%

 

GeographicalBreakdownbyissuercountry1

As at 30 June 2019

As at 31 December 2018

UK

20.4%

22.6%

France

16.9%

11.9%

U.S.

16.0%

16.9%

Germany

14.2%

12.3%

Netherlands

14.1%

10.9%

Spain

7.0%

6.0%

Finland

4.0%

2.7%

UAE

2.5%

3.4%

Luxembourg

0.9%

8.2%

Other

4.0%

5.1%

CurrencyBreakdown

As at 30 June 2019

As at 31 December 2018

EUR

60.3%

54.3%

USD

26.0%

30.6%

GBP

13.7%

15.1%

 

Asset Breakdown

As at 30 June 2019

As at 31 December 2018

Loans (1st Lien)

65.3%

62.0%

Senior Secured Bonds

15.7%

14.6%

Cash

8.9%

15.3%

Loans (2nd Lien)

4.8%

6.2%

Structured

4.0%

2.3%

Senior Unsecured Bonds

3.2%

5.1%

Other

2.8%

0.8%

Shorts

-4.7%

-6.3%

 

1 Excludes 20 (31 December 2018: 12) structured finance positions.

2 Note: all metrics exclude cash unless otherwise stated.

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

 

PERFORMANCE

The Investment Vehicle Manager was pleased with the performance through H1 2019. The portfolio's total return (net of fees, including dividends reinvested) was 1.4% to Euro investors and 2.1% to Sterling investors.

 

By strategy: (i) The Core Income segment of the portfolio delivered 2.1% to gross (excluding fund expenses, management and performance fees) portfolio performance; and (ii) the Credit Opportunities segment of the portfolio delivered a gross 0.2% return, which equates to a 0.4% gross portfolio performance contribution based on a 40% average allocation of the portfolio.

 

The Credit Suisse Western European HY Index hedged to Euro was up 7.65% for the year to date and the Credit Suisse European Leveraged Loan Index hedged to Euro was up 3.11% for the year to date.

 

MARKET REVIEW

Through H1 2019 there continued to be lower volumes seen versus the prior year across both the European High Yield ("HY") and Loans spaces, despite the strong inflows and market support. Combined Leveraged Credit (being Loans and HY) came in at €68bn versus €104bn in 2018 for the same period. Institutional loan volumes for H1 2019 were at €38bn versus €62bn in the previous year, and HY came in at €30bn versus €42bn in H1 2018.4

 

2019 loan volumes continued with the theme of 2018, being heavily weighted towards acquisition, at 66% and refinancing at 25%, with the balance being recaps. This M&A theme continued to add to the size of the European loan market, breaking records in approaching close to €200bn by 30 June 2019. Cross border transactions also continued as corporates sought to access global capital pools as well as diversify balance sheet financing. On the demand side, including interest in the asset class from global insurance and pension allocators, with CLO arbitrage remaining attractive in Europe the expansion of the institutional CLO market has continued in 2019 where the volume through H1 2019 came in at €14.3 billion from 34 deals, versus €14 billion from 34 deals in H2 2018, and €13.3 billion from 32 deals in H1 2018.4 From a pricing perspective, and as has been indicated as part of our 2019 outlook at the start of the year, new issues have been wide on the back of the CLO buyer driving 4% plus spreads to deliver on equity returns for transactions pricing through the period.

In HY, not unexpectedly as the market tightened up through the last quarter, most issuance was focused on refinancing at 68% for H1 2019 and 10% mergers and acquisitions, with the being balance general corporate purposes. Single B debt issued in the last 3 months priced at a 4.65% yield, which compares with 6.24% for Q2 2018. For the BB space however the YTM on a rolling 3-month basis was 3.55%, c.40bps tighter than the new issue for Q4 2018, indicating a skew by market participants to higher quality rated credit.4

 

PORTFOLIO OVERVIEW

As discussed throughout the year, across performing credit new issue volumes and pricing have remained attractive and drove portfolio positioning throughout H1 2019. As of June close, performing credit positions (including cash of 9%) represented 54.7% of the portfolio trading at a weighted average price of 100.0 and at a YTM of 4.5%, delivering 4.4% cash yield to the portfolio.

 

The credit opportunities portfolio has been extremely active throughout H1 2019 and likely the most active throughout the last two years. Work flows have included a number of restructurings and refinancings to position the portfolio to generate strong capital gains through the next 18-24 months. In addition, the portfolio has increased its exposure to secondary CLO equity where an attractive arbitrage has presented itself and also into new issue CLO debt that has priced at the widest levels per historic averages in contrast with the broad market where tightening is anticipated. As at June close, credit opportunities positions represented 45.3% of the portfolio, trading at a weighted average price of 86.0 and at a YTM of 10.6%, whilst delivering 7.2% cash yield to the portfolio.

 

At the end of H1 2019, the weighted average EBITDA remained above $500m, 80%+ in senior secured positions with floating rate instruments being the core at 85.1% of the portfolio trading at a market adjusted leverage multiple of 5.0x maintaining strong LTVs. The current yield has increased in the year to 6.1% from 5.8% as at December 2018, trading at a weighted average market price of the blended portfolio of 92.7.

 

With a core focus on Senior Secured Loans, the strategy has underperformed the broader liquid HY indices. Despite concerns around global growth and geopolitics, Central Bank policy (rates and QE) has supported the on-going positive technical flows into liquid risk assets including high yield globally whilst the technical flows across global loans has been mixed, where outflows continue in the USA whilst CLO creation supports the lower volumes of new issue demand.

 

Sources

4 S&P LCD - July 2019

 

CONCLUSION AND OUTLOOK

We believe, the themes of weaker global growth and trade tension remain and central banks will be a significant driver of market sentiment and performance.

 

The Investment Vehicle Manager's focus will remain to continue to actively manage the performing portfolio in seeking relative value and actively trading the new issue market in an effort to deliver stable core income to the portfolio. In credit opportunities, as discussed, there continues to be a significant flow of opportunities to benchmark existing exposures and the work done in the last 9 months we anticipate will underwrite future performance.

 

CVC Credit Partners Investment Management Limited

Investment Vehicle Manager

Andrew Davies

Partner

26 September 2019

 

The indices referred to herein (including the Credit Suisse Western European HY Index hedged to Euro and the Credit Suisse Western ELLI hedged to Euro) are widely recognised, unmanaged indices of market activity and have been included as general indicators of market performance. The Credit Suisse Western European HY Index is a market cap weighted benchmark index designed as an objective proxy for the investable universe of the Western European high yield debt market. The Credit Suisse Western European Leveraged Loan indices are designed to mirror the investable universe of the Western European leveraged loan market. There are significant differences between the types of investments made or expected to be made by the Investment Vehicle and the investments covered by the indices, and the methodology for calculating returns. For example, the Credit Suisse Western European HY Index does not take transaction costs (bid-offer spreads) into account and for the month during which a coupon is paid, the cash flow is reinvested at a fixed money-market rate until the end of the month. Additionally, the Credit Suisse Western ELLI assumes that coupon payments are reinvested into an index at the beginning of each period. In contrast, the Investment Vehicle Manager may have discretion whether to reinvest such payments during any relevant investment period. It should not be assumed that the Investment Vehicle will invest in any specific equity or debt investments, such as those that comprise the indices, nor should it be understood that there will be a correlation between the Investment Vehicle's returns and those of the indices. It should not be assumed that correlations to the indices based on historical returns will persist in the future. No representation is made that the Investment Vehicle will replicate the performance of any of the indices. The indices are included for general, background informational purposes only and recipients should use their own judgment to appropriately weight or discount their relevance to the Investment Vehicle.

 

Directors' Statement of Responsibilities

 

The Directors are responsible for preparing the Half Yearly Financial Report in accordance with applicable Jersey law and regulations.

 

The Directors confirm to the best of their knowledge that:

 

·      the unaudited condensed financial statements within the Half Yearly Financial Report have been prepared in accordance with IAS 34 - Interim Financial Reporting, as adopted by the European Union ("EU") and gives a true and fair view of the assets, liabilities, financial position and profit or loss of the Company as at 30 June 2019, as required by the Financial Conduct Authority's ("FCA") Disclosure Guidance and Transparency Rule ("DTR") 4.2.4R; and

 

·      the Chairman's Statement, the Investment Vehicle Manager's Report, the Executive Summary and the notes to the condensed financial statements include a fair review of the information required by:

 

a) DTR 4.2.7R, being an indication of important events that have occurred during the six months ended 30 June 2019 and their impact on the unaudited condensed financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and

 

b) DTR 4.2.8R, being related party transactions that have taken place during the six months ended 30 June 2019 and that have materially affected the financial position or performance of the Company during that period.

 

 

 

Richard Boléat                                                                                                                    Mark Tucker

Chairman                                                                                                                               Audit Committee Chairman

26 September 2019

 

INDEPENDENT REVIEW REPORT TO CVC CREDIT PARTNERS EUROPEAN OPPORTUNITIES LIMITED

 

Introduction

We have been engaged by the CVC Credit Partners European Opportunities Limited (the 'Company') to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2019 which comprises the Condensed Statement of Comprehensive Income, the Condensed Statement of Financial Position, the Condensed Statement of Changes in Net Assets, the Condensed Statement of Cash Flows, and the related notes 1 to 16 to the Condensed Financial Statements. We have read the other information contained in the half yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

 

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

 

Directors' Responsibilities

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

 

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

 

Our Responsibility

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

 

Scope of Review

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

 

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2019 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

 

 

Ernst & Young LLP

London

26 September 2019

 

CONDENSED Statement of comprehensive income

For the six months ended 30 June 2019

 

 

 

 

 

Six months ended

30 June 2019

Six months ended

30 June 2018

 

 

 

(Unaudited)

(Unaudited)

 

 

Notes

Income

 

 

 

 

Investment income

 

3

15,713,117

14,094,301

Tender fee income

3

87,567

-

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

7

(3,874,907)

2,340,454

Foreign exchange gain on financial assets held at fair value through profit or loss

7

1,480,900

1,409,989

Foreign exchange loss on ordinary shares

 

11

(1,484,729)

(1,418,284)

Other net foreign currency exchange (losses)/gains through profit or loss

 

(4,792)

4,937

 

 

 

11,917,156

16,431,397

Expenses

 

 

 

 

Operating expenses

 

4

(686,002)

(552,030)

Partial termination fee

 

4

-

(19,804)

 

 

 

(686,002)

(571,834)

 

 

 

 

 

Profit before finance costs and taxation

 

 

11,231,154

15,859,563

 

 

 

 

 

Finance costs

 

 

 

 

Placing programme costs

 

5

(304,180)

-

Share issue costs

 

5

(337,690)

(81,014)

Dividends paid

 

5/11

(14,196,088)

(12,715,721)

 

 

 

 

 

(Loss)/profit before taxation

 

 

(3,606,804)

3,062,828

Taxation

 

 

-

-

(Decrease)/increase in net assets attributable to shareholders from operations

 

(3,606,804)

3,062,828

 

 

 

 

 

Basic and diluted (loss)/earnings per Euro Share

 

11

(€0.007685)

€0.007231

 

 

 

 

 

Basic and diluted (loss)/earnings per Sterling Share (Sterling equivalent)

11

(£0.006709)

£0.006362

 

 

 

 

 

 

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

 

The Company has no items of other comprehensive income, and therefore the (decrease) or increase respectively in net assets attributable to ordinary shareholders for the period is also the total comprehensive (loss)/income.

 

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

 

CONDENSED statement of financial position

As at 30 June 2019

 

 

 

 

 30 June

 2019

(Unaudited)

 31 December

2018

(Audited)

 

 

Notes

Assets

 

 

 

 

Financial assets held at fair value through profit or loss

 

7

560,217,232

537,640,863

Financial assets receivable

 

7

-

448,289

Prepayments

 

 

63,127

33,962

Cash and cash equivalents

 

 

1,489,444

1,208,254

Total assets

 

 

561,769,803

539,331,368

 

 

 

 

 

Liabilities

 

 

 

 

Payables

 

8

(200,060)

(366,166)

Total liabilities

 

 

(200,060)

(366,166)

 

 

 

 

 

Net assets attributable to shareholders

 

12

561,569,743

538,965,202

 

 

 

 

 

 

The condensed financial statements were approved by the Board of Directors on 26 September 2019 and signed on its behalf by:

 

Richard Boléat                                                                                                              Mark Tucker

Chairman                                                                                                                        Audit Committee Chairman

 

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

 

CONDENSED statement of changes in net assets

For the six months ended 30 June 2019 (Unaudited)

 

 

 

Net assets attributable to shareholders

Note

As at 1 January 2019

 

538,965,202

Issuance and subscriptions arising from conversion of ordinary shares

11

35,198,009

Redemption payments arising on conversion and tender of ordinary shares

11

(10,471,393)

Decrease in net assets attributable to shareholders from operations

 

(3,606,804)

Net foreign currency exchange loss on opening ordinary shares and ordinary

shares issued during the period

 

1,484,729

As at 30 June 2019

 

561,569,743

 

For the six months ended 30 June 2018 (Unaudited)

 

 

Net assets attributable to shareholders

Note

As at 1 January 2018

 

507,678,132

Issuance and subscriptions arising from conversion of ordinary shares

11

9,340,054

Redemption payments arising on conversion and tender of ordinary shares

11

(4,999,899)

Increase in net assets attributable to shareholders from operations

 

3,062,828

Net foreign currency exchange loss on opening ordinary shares and ordinary

shares issued during the period

 

1,418,284

As at 30 June 2018

 

516,499,399

 

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

 

CONDENSED statement of cash flows 

For the six months ended 30 June 2019

 

 

Six months ended

30 June 2019

Six months ended

30 June 2018

 

 

(Unaudited)

(Unaudited)

 

Notes

Cash flows from operating activities

 

 

 

 

 

 

 

(Loss)/profit from ordinary activities before taxation1

 

(3,606,804)

3,062,828

 

 

 

 

Adjustments to reconcile (loss)/profit before tax to net cash flows:

 

 

 

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

7

3,874,907

(2,340,454)

-       Foreign exchange gain on financial assets held at fair value through profit or loss

7

(1,480,900)

(1,409,989)

-       Foreign currency exchange loss on ordinary shares

11

1,484,729

1,418,284

-       Placing programme costs

5

304,180

-

-       Share issue costs

5

337,690

81,014

-       Dividends paid

11

14,196,088

12,715,721

Changes in working capital:

 

 

 

-       Decrease/(increase) in receivables and prepayments

 

419,124

(28,684)

-       Decrease in payables

 

(166,106)

(44,916)

Net cash provided by operating activities

 

15,362,908

13,453,804

 

 

 

 

Cash flows from investing activities

 

 

 

Purchase and subscriptions of financial assets held at fair value through profit or loss

7

(35,315,892)

(9,267,021)

Proceeds from redemption of financial assets held at fair value through profit or loss

7

10,345,516

4,984,194

Net cash used in investing activities

 

(24,970,376)

(4,282,827)

 

 

 

 

Cash flows from financing activities

 

 

 

Proceeds from issuance and/or subscription arising from conversion of ordinary shares

11

35,198,009

9,340,054

Payments for redemption of ordinary shares

11

(10,471,393)

(4,999,899)

Placing programme costs

5

(304,180)

-

Share issue costs paid

5

(337,690)

(81,014)

Dividends paid

11

(14,196,088)

(12,715,721)

Net cash used in financing activities

 

9,888,658

(8,456,580)

 

 

 

 

Net increase in cash and cash equivalents in the period

 

281,190

714,397

 

 

 

 

Cash and cash equivalents at beginning of the period

 

1,208,254

588,911

Cash and cash equivalents at the end of the period

 

1,489,444

1,303,308

 

1 - Includes investment income of €15,713,117 (30 June 2018: €14,094,301).

 

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

 

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

 

1. General information

The Company was incorporated on 20 March 2013 and is registered in Jersey as a closed-ended Investment Company. Euro Shares and Sterling Shares were admitted to the Official List of the UK Listing Authority ("UKLA") and admitted to trading on the Main Market of the London Stock Exchange on 25 June 2013.

 

The Company's registered address is IFC1, The Esplanade, St Helier, Jersey, JE1 4BP.

 

2. Accounting policies

The Annual Financial Report is prepared in accordance with the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority ("FCA") and with International Financial Reporting Standards ("IFRS") as adopted by the European Union which comprise standards and interpretations approved by the International Accounting Standards Board, and interpretations issued by the International Financial Reporting Standards and Standing Interpretations Committee as approved by the International Accounting Standards Committee which remain in effect. The Half Yearly Financial Report has been prepared in accordance with International Accounting Standards (IAS) 34 - Interim Financial Reporting ("IAS 34") as adopted by the European Union. They have also been prepared using the same accounting policies applied for the year ended 31 December 2018 Annual Financial Report, which was prepared in accordance with IFRS, except for new standards and interpretations adopted by the Company as set out below. The Company has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.

 

The Company applies for the first time IFRS 16 - Leases and IFRIC 23 - Uncertainty over Income Tax Treatments, which became effective on 1 January 2019. As the Company does not participate in leasing arrangements and the Directors have determined that, as at 30 June 2019, the Company has no uncertain tax positions that would be disclosed under IFRIC 23 - Uncertainty over Income Tax Treatments. Therefore, the application of IFRS 16 - Leases and IFRIC 23 - Uncertainty over Income Tax Treatments, respectively, do not have an impact on the Company's financial statements.

 

Several other amendments and interpretations apply for the first time in 2019, but these do not have an impact on the condensed financial statements.

 

2.1. Going concern

After reviewing the Company's budget and cash flow forecast for the next financial period, the Directors are satisfied that, at the time of approving the Half Yearly Financial Report, no material uncertainties exist that may cast significant doubt concerning the Company's ability to continue for a period of at least twelve months from the date of approval of the condensed financial statements. The Directors consider it is appropriate to adopt the going concern basis in preparing the condensed financial statements.

 

2.2. Segmental reporting

The Directors view the operations of the Company as one operating segment, being the investment business. All significant operating decisions are based upon analysis of the Company's investments as one segment. The financial results from this segment are equivalent to the financial results of the Company as a whole, which are evaluated regularly by the chief operating decision-maker (the Board with insight from the Investment Vehicle Manager).

 

2.3. Seasonality of Operations

The Company's operations are not cyclical or seasonal in nature. As such, its performance is not subject to seasonal fluctuations.

 

3. Investment income

 

 

Six months ended

30 June 2019

Six months ended

30 June 2018

 

 

(Unaudited)

(Unaudited)

 

 

Investment income

 

15,713,117

14,094,301

Total investment income

 

15,713,117

14,094,301

 

Tender fee income

The tender price pursuant to the Contractual Quarterly Tender facility is calculated based on the NAV per share (calculated as at the final business day in each quarter or such other date as the Directors in their absolute discretion may determine from time to time) less £0.01 or €0.01 per share respectively (being 1% of the original placing price of £1.00 and €1.00 per share (the "Original Placing Price")), which is retained by the Company. In addition, a €1,000 administration fee is withheld from the redemption proceeds of each tendering Shareholder. The Company recognises retained redemption proceeds of 1% and the administration fee as tender fee income.

 

During the period, 1,575,007 Euro Shares and 6,005,534 Sterling Shares have been tendered by shareholders which generated tender fee income of €87,567.

 

Refer to note 11 for further details on the Contractual Quarterly Tender facility.

 

4. Expenses

Operating expenses

 

 

Six months ended

30 June 2019

Six months  ended

30 June 2018

 

 

(Unaudited)

(Unaudited)

 

 

Regulatory fees

 

134,488

53,133

Directors' fees (see note 6)

 

106,662

90,436

Administration fees

 

99,367

115,494

Advisor fees

 

88,209

28,162

Registrar fees

 

50,515

44,198

Professional fees

 

39,701

85,129

Audit fees

 

30,749

20,843

Non-audit fees

 

28,635

11,038

Brokerage fees

 

22,448

22,772

Commission fees

 

-

22,034

Sundry expenses

 

85,228

58,791

Total operating expenses

 

686,002

552,030

 

Non-audit fees

Non-audit fees relate to interim review services amounting to €10,882 (30 June 2018: €11,038), compliance with the reporting fund regime amounting to €1,718 (30 June 2018:nil) and provision of regulatory advice amounting to €16,035 (30 June 2018: €nil).

 

Advisor fees

The Corporate Services Manager agreed to provide the services of Mr. Justin Atkinson to assist with the marketing and promotion of the Company's shares (the "Advisor fees"). The Corporate Services Manager recharges the Company for Mr. Atkinson's cost. During the period, Advisor fees incurred were €88,209 (30 June 2018: €28,162).

 

Commission fees

Commission fees relate to the commission payable to Conversion SPV Limited (the "Conversion Vehicle"). During the period, Commission fees incurred were €nil (30 June 2018: €22,034). Refer to note 11 for further details on the treasury share convertor mechanism.

 

Partial termination fees

No partial termination fees were incurred during the period ended 30 June 2019 (30 June 2018: €19,804). In respect of Contractual Quarterly Tenders in the period from inception until the 31 March 2018 Contractual Quarterly Tender, the Company, in accordance with the agreement between the Company and the Corporate Services Manager, paid partial termination fees ranging between 2.5% and 0.5% of the Original Placing Price. Following the 31 March 2018 Contractual Quarterly Tender, no further partial termination fees were incurred.

 

5. Finance costs

Placing programme costs

On 29 March 2019, the Company published a prospectus in respect of a 12-month placing programme for up to 500 million placing shares, being new ordinary shares (to be denominated as either Euro Shares, Sterling Shares and/or US Dollar Shares) and/or C shares (to be denominated as either Euro C Shares, Sterling C Shares and/or US Dollar C shares).

 

During the period ended 30 June 2019, the Company incurred placing programme fees of €304,180, which represents legal fees of €245,498, placing agent fees of €41,502 and printing fees of €17,180. No further placing programme fees have been accrued.

 

Share issue costs

The costs of the sale of treasury shares and placing of new ordinary shares have been expensed in the Statement of Comprehensive Income and amounted to a total of €337,690 (30 June 2018: €81,014).

 

Dividends paid

Refer to note 11 for further information on dividends paid.

 

6. Directors' fees and interests

The Directors of the Company are remunerated for their services as follows:

 

Richard Boléat (Chairman) - £65,000 (2018: £65,000) per annum

Mark Tucker - £43,750 (2018: £43,750) per annum

David Wood - £42,500 (2018: £42,500) per annum

Stephanie Carbonneil - £42,500 (2018: £nil) per annum

 

Mark Tucker in his capacity as the Chairman of the Audit Committee receives an additional £6,250 (2018: £6,250) for his services in this role.

 

Stephanie Carbonneil was appointed as a non-executive Director of the Company on 21 February 2019 and receives remuneration of £42,500 per annum. In respect of the year ended 31 December 2019, Stephanie Carbonneil will receive pro-rated annual remuneration from the date of her appointment.

 

Refer to note 5 for details of total Directors fees during the period ended 30 June 2019 and 30 June 2018.

 

On 3 July 2019, Mark Tucker purchased 10,000 Sterling Shares at a price of £1.0447 per share, with a total market value of £10,447.

 

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

 

The Company has no employees.

 

Richard Boléat acts as the enforcer of the CCPEOL Purpose Trust. Please refer to note 14 for further detail.

 

David Wood holds an investment in a CVC fund and sits on the CVC Credit Partners Conflicts Committee (the "Conflicts Committee").

 

CVC Credit Partners Group has established an independent Conflicts Committee of independent directors drawn from its group board and the boards of certain of its funds and investment vehicles for the purpose of providing review and guidance to the relevant investment committee with respect to any situation where there is the potential for (or perception of) a material conflict of interest.

 

The Independent Conflicts Committee currently consists of two independent directors from CVC Investment Services' board of directors (being Douglas Maccabe and Stephen Linney), and David Wood. Any such conflict is required to be presented to the Conflicts Committee by the relevant portfolio manager and, if necessary, CVC Credit Partners Group's chief executive officer and/or chief investment officer.

 

7. Financial assets held at fair value through profit or loss

 

 

30 June

2019

31 December 2018

 

 

(Unaudited)

(Audited)

 

 

Preferred Equity Certificates ("PECs") - Unquoted investment1

560,217,232

537,640,863

 

 

 

 

1 As at 30 June 2019, the Company recognised financial assets receivable of €nil (31 December 2018: €448,289) relating to PECs awaiting settlement.

 

During the period, the Company subscribed for (excluding subscriptions as a result of the scrip dividend scheme) 2,471,661.38 Euro PECs (31 December 2018: 6,976,360.60) and 25,502,881.53 Sterling PECs (31 December 2018: 43,041,819.59) issued by the Investment Vehicle. As a result of the scrip dividend scheme, the Company subscribed for 686,521.09 Euro PECs (31 December 2018: 697,338.24) and 64,848.64 Sterling PECs (31 December 2018: 583,080.76).

 

During the period, 551.32 (31 December 2018: 1,409,686.65) Euro PECs were converted into 454.88 Sterling PECs (31 December 2018: 1,216,563.83) and 996,657.64 Sterling PECs (31 December 2018: 137,895.02) were converted into 1,200,783.61 Euro PECs (31 December 2018: 159,820.35) as part of the monthly share conversion process. 1,566,376.00 Euro PECs (31 December 2018: 3,905,410.00) and 5,985,443.00 (31 December 2018: 38,854.97) Sterling PECs, were redeemed as part of the Quarterly Contractual Tender.

 

As at the period ended 30 June 2019, the Company held 127,097,654.03 Euro and 357,362,176.13 Sterling PECs (31 December 2018: 124,305,615.27 Euro and 338,776,091.72 Sterling PECs). Please refer below for reconciliation of PECs from 1 January 2018 (excluding PEC's awaiting settlement):

 

Compartment A

Date

Transaction type

 Euro PECs

 Sterling PECs

As at 1 January 2018

 

121,787,192.73

294,111,377.53

08/01/2018

PEC subscription

75,459.00

251,692.47

15/01/2018

PEC subscription

150,919.02

151,015.12

16/01/2018

PEC subscription

553,372.51

-

18/01/2018

PEC subscription

-

249,480.39

22/01/2018

PEC subscription

-

250,297.28

31/01/2018

Monthly conversion

(148,553.58)

128,955.00

01/02/2018

Quarterly tender

-

(14,561.97)

13/02/2018

PEC subscription

148,754.20

446,800.22

07/03/2018

PEC subscription

594,337.68

148,772.29

12/03/2018

PEC subscription

-

1,634,908.90

14/03/2018

PEC subscription

-

892,717.28

16/03/2018

Scrip issue

311,445.47

105,410.30

20/03/2018

PEC subscription

-

348,120.88

27/03/2018

PEC subscription

704,563.64

-

29/03/2018

Monthly conversion

121,214.24

(104,810.90)

01/04/2018

Quarterly tender

(3,905,410.00)

(24,293.00)

30/04/2018

Monthly conversion

(297,154.47)

254,663.40

30/04/2018

Monthly conversion

34,754.83

(29,788.35)

31/05/2018

Monthly conversion

(221.04)

189.21

31/05/2018

Monthly conversion

3,418.17

(2,925.26)

15/06/2018

Scrip issue

71,261.95

21,062.69

29/06/2018

Monthly conversion

433.11

(370.51)

29/06/2018

Monthly conversion

(13,750.55)

11,763.23

09/07/2018

PEC subscription

500,350.72

20,849,669.91

11/07/2018

PEC subscription

-

504,492.72

17/07/2018

PEC subscription

151,180.30

2,219,760.20

19/07/2018

PEC subscription

-

499,485.60

24/07/2018

PEC subscription

-

499,003.51

25/07/2018

PEC subscription

-

998,183.21

31/07/2018

PEC subscription

-

1,601,159.84

13/08/2018

PEC subscription

-

645,970.08

15/08/2018

PEC subscription

248,319.82

248,449.48

17/08/2018

PEC subscription

-

496,899.85

24/08/2018

PEC subscription

-

496,322.68

30/08/2018

PEC subscription

247,846.16

496,322.68

05/09/2018

PEC subscription

148,814.80

682,439.02

12/09/2018

PEC subscription

993,358.56

-

18/09/2018

PEC subscription

-

1,510,287.51

21/09/2018

Scrip issue

314,630.82

456,607.77

25/09/2018

PEC subscription

201,096.44

503,560.75

01/10/2018

PEC subscription

-

3,851,247.56

09/10/2018

PEC subscription

504,238.75

202,093.48

22/10/2018

PEC subscription

1,016,165.91

-

30/10/2018

PEC subscription

-

914,108.25

30/10/2018

PEC subscription

406,465.74

406,537.25

31/10/2018

Monthly conversion

(730,998.52)

632,728.30

04/12/2018

PEC subscription

-

1,005,424.58

14/12/2018

PEC subscription

331,117.35

36,596.60

31/12/2018

Monthly conversion

(219,008.49)

188,264.69

As at 31 December 2018

124,305,615.27

338,776,091.72

01/01/2019

Quarterly tender

-

(144,497.00)

09/01/2019

PEC subscription

-

1,617,456.57

10/01/2019

PEC subscription

433,821.09

-

14/01/2019

PEC subscription

-

909,818.35

17/01/2019

PEC subscription

200,626.89

301,162.11

01/02/2019

Quarterly tender

(25.00)

-

28/02/2019

PEC subscription

591,371.53

-

14/03/2019

PEC subscription

346,714.46

-

22/03/2019

Scrip issue

336,836.16

29,163.55

29/03/2019

Monthly conversion

600,868.17

(497,336.44)

01/04/2019

Quarterly tender

(1,566,351.00)

(5,840,946.00)

16/04/2019

PEC subscription

249,757.74

-

17/04/2019

PEC subscription

249,757.74

-

18/04/2019

PEC subscription

249,757.74

-

18/04/2019

PEC subscription

149,854.19

-

30/04/2019

Monthly conversion

599,915.44

(499,321.20)

14/05/2019

PEC subscription

-

398,081.35

17/05/2019

PEC subscription

-

398,998.17

31/05/2019

Monthly conversion

(551.32)

454.88

11/06/2019

PEC subscription

-

21,877,364.98

14/06/2019

Scrip issue

349,684.93

35,685.09

As at 30 June 2019

127,097,654.03

357,362,176.13

 

Fair value hierarchy

IFRS 13 'Fair Value Measurement' ("IFRS 13") requires an analysis of investments valued at fair value based on the reliability and significance of information used to measure their fair value.

 

The Company categorises its financial assets and financial liabilities according to the following fair value hierarchy detailed in IFRS 13, that reflects the significance of the inputs used in determining their fair values:

 

Level 1: Quoted market price (unadjusted) in an active market for an identical instrument.

 

Level 2: Valuation techniques based on observable inputs, either directly (i.e., as prices) or indirectly (i.e., derived from prices). This category includes instruments valued using: quoted market prices in active markets for similar instruments; quoted prices for identical or similar instruments in markets that are considered less than active; or other valuation techniques where all significant inputs are directly or indirectly observable from market data.

 

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

 

As at 30 June 2019

Level 1

Level 2

Level 3

Total

 

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

Financial assets

Financial assets held at fair value

through profit or loss

-

-

560,217,232

560,217,232

 

 

 

 

 

Financial liabilities

 

 

 

 

Ordinary shares1

544,080,468

-

-

544,080,468

 

As at 31 December 2018

Level 1

(Audited)

Level 2

(Audited)

Level 3

(Audited)

Total

(Audited)

Financial assets

Financial assets held at fair value through profit or loss

-

-

537,640,863

537,640,863

 

 

 

 

 

Financial liabilities

 

 

 

 

Ordinary shares1

540,974,315

-

-

540,974,315

 

 

 

 

 

1 Please note for disclosure purposes only, ordinary shares have been disclosed at fair value using the quoted price in accordance with IFRS 13. As disclosed in note 2.4 the 2018 Annual Financial Report, the Company classifies its ordinary shares as financial liabilities held at amortised cost.

 

Level 3 reconciliation - Compartment A PECs

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

 

 

30 June

2019

(Unaudited)

 

 

Balance as at 1 January 2019

 

537,640,863

Purchases

 

34,067,116

Subscriptions arising from conversion

 

1,248,776

Redemption proceeds arising from conversion

 

(1,247,220)

Redemption proceeds arising from quarterly tenders

 

(9,098,296)

Net loss on financial assets held at fair value through profit or loss

 

(3,874,907)

Foreign exchange gain on financial assets held at fair value through profit or loss

 

1,480,900

Balance as at 30 June 2019

 

560,217,232

 

 

 

Change in unrealised loss related to investments still held at 30 June 2019

 

(3,965,110)

 

During the six months ended 30 June 2019, there were no reclassifications between levels of the fair value hierarchy.

 

 

 

31 December 2018

(Audited)

 

 

Balance as at 1 January 2018

 

507,308,415

Purchases

 

63,383,294

Subscriptions arising from conversion

 

1,728,050

Redemption proceeds arising from conversion

 

(1,726,986)

Redemption proceeds arising from quarterly tenders

 

(4,299,882)

Net loss on financial assets held at fair value through profit or loss

 

(23,883,674)

Foreign exchange loss on financial assets held at fair value through profit or loss

 

(4,868,354)

Balance as at 31 December 2018

 

537,640,863

 

 

 

Change in unrealised loss related to investments still held at 31 December 2018

 

(24,241,891)

 

During the year ended 31 December 2018, there were no reclassifications between levels of the fair value hierarchy.

 

Quantitative information of significant unobservable inputs - Level 3 - PECs

 

 

 

 

 

Description

30 June

2019

(Unaudited)

Valuation technique

Unobservable input

Range (weighted average)

 

 

 

 

 

 

 

 

 

PECs

560,217,232

Adjusted Net Asset Value

Discount for lack of liquidity

0-3%

 

Description

31 December

2018

(Audited)

Valuation technique

Unobservable input

Range (weighted average)

 

 

 

 

 

 

 

 

 

PECs

537,640,863

Adjusted net asset value

Discount for lack of liquidity

0-3%

 

The Board believes that it is appropriate to measure the PECs at the NAV of the investments held at the Investment Vehicle, adjusted for percentage holding of PECs in the Investment Vehicle.

 

The net asset value of the Investment Vehicle attributable to each PEC unit is 1.1564 (31 December 2018: 1.1610).

 

Sensitivity analysis to significant changes in unobservable inputs within Level 3 hierarchy - Level 3 - PECs

The significant unobservable inputs used in the fair value measurement categorised within Level 3 of the fair value hierarchy together with a quantitative sensitivity analysis as at 30 June 2019 and comparative are as shown below:

 

As at 30 June 2019 (Unaudited)

Description

Input

Sensitivity used

Effect on fair value

PECs

Discount for lack of liquidity

3%

(16,806,517)

 

As at 31 December 2018 (Audited)

Description

Input

Sensitivity used

Effect on fair value

PECs

Discount for lack of liquidity

3%

(16,129,226)

 

The sensitivity applied in the analysis above reflects the possible impact of the worst case scenario in the 0-3% (2018: 0-3%) range that is applicable to the discount for lack of liquidity. Please refer to note 2.4 of the 2018 Annual Financial Report for valuation methodology of PECs.

 

8. Payables

 

 

 

30 June

2019

31 December 2018

 

 

 

(Unaudited)

(Audited)

 

 

 

Administration fees

 

 

31,098

31,195

Audit fees

 

 

31,711

32,245

Advisor fees

 

 

36,828

59,981

Placing programme accruals

 

 

-

172,074

Other payables

 

 

100,423

70,671

Total payables

 

 

200,060

366,166

 

9. Contingent liabilities

As at 30 June 2019, the Company had no contingent liabilities (31 December 2018: €nil).

 

10. Stated capital

 

 

 

Number of shares

Stated capital

Number of shares

Stated capital

 

 

 

30 June

2019

30 June

2019

30 June

2018

30 June

2018

 

 

 

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

 

 

 

Management Shares

 

2

-

2

-

 

 

 

 

 

 

 

Management Shares

Management Shares are non-redeemable, have no par value and no voting rights, and also no profit allocated to them for the earnings per share calculation.

 

11. Ordinary shares

 

Number of shares1

Stated capital

Number of shares1

Stated capital

 

30 June

2019

30 June

2019

30 June

2018

30 June

2018

 

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

 

 

 

Euro Shares

128,195,148

129,377,973

121,344,131

122,010,918

Sterling Shares

359,235,515

422,310,581

300,948,694

354,043,860

Total

487,430,663

551,688,554

422,292,825

476,054,778

 

1 Excludes 4,703,590 (30 June 2018: 10,000,000) Euro Shares and 20,961,433 (30 June 2018: 56,926,490) Sterling Shares held as treasury shares.

 

 

 

 

Total

(Unaudited)

 

 

 

Balance as at 1 January 2019

 

 

525,477,209

Issue of ordinary shares

 

 

33,949,233

Subscriptions arising from conversion of ordinary shares

 

 

1,248,776

Redemption payments arising from conversion of ordinary shares

 

 

(1,245,526)

Redemption payments arising from quarterly tenders of ordinary shares

 

 

(9,225,867)

Foreign currency exchange loss on ordinary shares

 

 

1,484,729

Balance as at 30 June 2019

 

 

551,688,554

 

 

 

 

Total

(Unaudited)

 

 

 

Balance as at 1 January 2018

 

 

470,296,339

Issue of ordinary shares

 

 

8,654,777

Subscriptions arising from conversion of ordinary shares

 

 

685,277

Redemption payments arising from conversion of ordinary shares

 

 

(685,111)

Redemption payments arising from quarterly tenders of ordinary shares

 

 

(4,314,788)

Foreign currency exchange loss on ordinary shares

 

 

1,418,284

Balance as at 30 June 2018

 

 

476,054,778

 

Ordinary shares

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

 

Each Euro Share holds 1 voting right, and each Sterling Share holds 1.17 voting rights.

 

As at 30 June 2019, the Company had 132,898,738 (inclusive of 4,703,590 treasury shares) (31 December 2018: 131,008,721 (inclusive of 5,178,583 treasury shares)) Euro Shares and 380,196,948 Sterling Shares (inclusive of 20,961,433 treasury shares) (31 December 2018: 359,187,965 (inclusive of 18,555,899 treasury shares)).

 

Sale of treasury shares    

The Company completed the sale of 2,050,000 Euro and 3,600,000 Sterling treasury shares during the period ended 30 June 2019.

 

Share issuance

On 7 June 2019, the Company issued 21,945,963 new Sterling Shares as a price of £1.0795 per Sterling Share.

 

Voluntary conversion

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

 

Such conversion will be effected on the basis of the ratio of the NAV per class to be converted (calculated in Euro less the costs of effecting such conversion and adjusting any currency hedging arrangements and taking account of dividends resolved to be paid), to the NAV per class of the shares into which they will be converted (also calculated in Euro), in each case on the relevant conversion calculation date being the first business day of the month. During the period, 542 (30 June 2018: 464,105) Euro Shares were converted into 446 (30 June 2018: 398,583) Sterling Shares and 1,001,995 (30 June 2018: 138,868) Sterling Shares were converted into 1,209,969 (30 June 2018: 161,168) Euro Shares.

 

Treasury share convertor mechanism

At the 2016 Annual General Meeting the Company requested, and received, shareholder approval to create a mechanism whereby treasury shares held by the Company be converted from one currency denomination to another in accordance with the procedure set out in the Articles. As the conversion cannot take place while the treasury shares are held by the Company, it was proposed that a facility be created so that some or all of the treasury shares be sold to a related party, who would be willing to facilitate the conversion of the treasury shares from one currency denomination to another. The treasury share convertor mechanism was put in place to provide the Company with a means of converting one class into another to meet demand in the market from time to time.

 

Accordingly, on the 11 September 2017, the Company established the CCPEOL Purpose Trust (the "Trust"), a business purpose trust established under Jersey law. The purpose of the Trust is the facilitation of the conversion of the treasury shares by the incorporation of a company, the Conversion Vehicle, who would purchase treasury shares from the Company, convert them into shares of the other currency denomination and sell those converted shares back to the Company. The Chairman of the Company was appointed as the enforcer of the Trust.

 

On 21 June 2018, the Company announced the sale of 41,564,426 Euro treasury shares to the Conversion Vehicle, which completed on 22 June 2018. Subsequently, the Company issued a facilitation request pursuant to the Share Subscription, Conversion and Repurchase Agreement to the Conversion Vehicle requiring the Conversion Vehicle to convert those 41,564,426 Euro Shares held by it into Sterling Shares. The 41,564,426 Euro Shares were converted into 35,477,357 Sterling Shares at a ratio of 0.853551, calculated in accordance with the share conversion provisions appearing in the Company's Articles.


On 28 June 2018 the conversion process was completed, with the Company purchasing 35,477,357 Sterling Shares from the Conversion Vehicle and holding them in treasury. The transactions had no material impact on the Company's liquidity or NAV.

 

The treasury share convertor mechanism was not utilised during the period ended 30 June 2019.

 

Contractual Quarterly Tender facility

As the Company has been established as a closed-ended vehicle, there is no right or entitlement attaching to the ordinary shares that allows them to be redeemed or repurchased by the Company at the option of the shareholder.

 

The Company has, however, established a Contractual Quarterly Tender facility that enables shareholders to tender their shares in the Company in accordance with a stated contracted mechanism.

 

The Directors believe that the Company's Contractual Quarterly Tender facility provides shareholders with additional liquidity when compared with other listed closed-ended investment companies.

 

The offer of Contractual Quarterly Tenders is subject to annual shareholder approval and subject to the terms, conditions and restrictions as set out in the prospectus. The Company is subject to annual shareholder approval to tender each quarter for up to 24.99 per cent. of the shares of such class in issue at the relevant quarter record date, (being the date on which the number of shares then in issue will be recorded for the purposes of determining the restrictions), subject to a maximum annual limit of 50 per cent. of the shares of such class in issue.

 

However, it is important to note that Contractual Quarterly Tenders, if made, are contingent upon certain factors including, but not limited to, the Company's ability to finance tender purchases through submitting redemption requests to the Investment Vehicle to redeem a pro rata amount of Company Investment Vehicle Interests.

Factors, including restrictions at the Investment Vehicle level on the amount of PECs which can be redeemed, may mean that sufficient Company Investment Vehicle Interests cannot be redeemed and, consequently, tender purchases in any given quarter may be scaled back on a pro rata basis.

 

Shareholders should therefore have no expectation of being able to tender their shares to the Company successfully on a quarterly basis.

 

In addition to the Contractual Quarterly Tender facility, the Directors seek annual shareholder approval to grant them the power to make ad hoc market purchases of shares. If such authority is subsequently granted, the Directors will have complete discretion as to the timing, price and volume of shares to be purchased. Shareholders should not place any reliance on the willingness or ability of the Directors so to act.

 

In the absence of the availability of the Contractual Quarterly Tender facility shareholders wishing to realise their investment in the Company will be required to dispose of their shares on the stock market.

 

Accordingly, shareholders' ability to realise their investment at any particular price and/or time may be dependent on the existence of a liquid market in the shares.

 

Liquidity risks associated with the Contractual Quarterly Tender facility are set out in note 8.2 of the 2018 Annual Financial Report.

 

During the period 1,575,007 (30 June 2018: 3,933,091) Euro Shares and 6,005,534 (30 June 2018: 39,093) Sterling Shares were redeemed as part of the Contractual Quarterly Tender facility and held by the Company in the form of treasury shares. Refer above for details. Treasury shares do not carry any right to attend or vote at any general meeting of the Company. In addition, the Contractual Quarterly Tenders and the voluntary conversion facility are not available in respect of Treasury shares.

 

Dividends

The ordinary shares of each class carry the right to receive all income of the Company attributable to such class of ordinary share, and to participate in any distribution of such income made by the Company and within each such class such income shall be divided pari passu among the shareholders in proportion to the shareholdings of that class.

 

The Company issued 680,590 Euro Shares (30 June 2018: 382,576) and 64,569 Sterling Shares (30 June 2018: 126,222) during the period ended 30 June 2019 under its scrip dividend scheme.

 

Please refer below for amounts recognised as dividend distributions to ordinary shareholders in the periods ended 31 December 2018 and 30 June 2019.

 

 

Ex-dividend date

Payment date

£ equivalent

Euro - €0.01375 per share1

01/02/2018

16/03/2018

-

1,699,464

Sterling - £0.01375 per share1

01/02/2018

16/03/2018

4,086,727

4,618,959

 

 

 

 

 

Euro - €0.01375 per share1

03/05/2018

15/06/2018

-

1,667,639

Sterling - £0.01375 per share1

03/05/2018

15/06/2018

4,137,625

4,676,487

 

 

 

 

 

Euro - €0.01375 per share1

09/08/2018

21/09/2018

-

1,677,370

Sterling - £0.01375 per share1

09/08/2018

21/09/2018

4,508,799

5,095,986

 

 

 

 

 

Euro - €0.01375 per share1

01/11/2018

14/12/2018

-

1,723,034

Sterling - £0.01375 per share1

01/11/2018

14/12/2018

4,666,856

5,274,564

 

 

 

 

26,433,503

1 Recognised in the year ended 31 December 2018

 

 

Ex-dividend date

Payment date

£ equivalent

Euro - €0.01375 per share2

07/02/2019

22/03/2019

-

1,732,898

Sterling - £0.01375 per share2

07/02/2019

22/03/2019

4,720,204

5,406,430

 

 

 

 

 

Euro - €0.01375 per share2

02/05/2019

14/06/2019

-

1,757,953

Sterling - £0.01375 per share2

02/05/2019

14/06/2019

4,626,240

5,298,807

 

 

 

 

14,196,088

2 Recognised in the period ended 30 June 2019

 

Please refer to note 15 for further information subsequent to the reporting period.

 

Basic and diluted earnings per share

 

 

 

30 June

2019

30 June

2019

30 June

2018

30 June

2018

 

 

 

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

 

 

 

£ equivalent

£ equivalent

Euro Shares

 

 

 

 

 

 

Increase in net assets for the period

-

(975,558)

-

896,674

Basic and diluted earnings per share

 

-

(0.007685)

-

0.007231

 

 

 

 

 

 

 

Sterling Shares

 

 

 

 

 

Increase in net assets for the period

(2,297,268)

(2,631,246)

1,905,652

2,166,154

Basic and diluted earnings per share

 

(0.006709)

(0.007685)

0.006362

0.007231

               

 

Basic and diluted earnings per share has been calculated on a weighted average basis. The weighted average number of ordinary shares held during the period ended 30 June 2019 was 469,343,995 (30 June 2018: 423,542,201), comprising 126,946,894 (30 June 2018: 123,996,264) Euro Shares and 342,397,101 (30 June 2018: 299,545,937) Sterling Shares.

 

There have been no transactions involving the Company's Euro or Sterling Shares between 30 June 2019 and 26 September 2019.  

 

12. Net asset value per share

 

 

30 June

2019

30 June

2019

31 December

2018

31 December

2018

 

 

(Unaudited)

(Unaudited)

(Audited)

(Audited)

 

 

£ equivalent

£ equivalent

Euro Shares

 

 

 

 

 

NAV

 

-

131,757,954

-

130,913,946

NAV per share

 

-

1.0278

-

1.0404

 

 

 

 

 

 

Sterling Shares

 

 

 

 

NAV

 

384,929,063

429,811,789

366,589,934

408,051,256

NAV per share

 

1.0715

1.1965

1.0762

1.1979

 

 

 

 

 

 

Net assets attributable to shareholders

-

561,569,743

-

538,965,202

 

NAV per share has been calculated based on the share capital in issue as at period end, excluding shares held in treasury, which as at 30 June 2019 comprised of 128,195,148 Euro Shares (31 December 2018: 125,830,138) and 359,235,515 Sterling Shares (31 December 2018: 340,632,066).

 

13. Reconciliation of liabilities arising from financing activities

 

30 June

2019

30 June

2018

 

Opening Balance

538,965,202

507,678,132

 

 

 

Cash flow movements

 

 

Proceeds from issuance and subscriptions arising from conversion of ordinary shares

35,198,009

9,340,054

Payments from redemption of ordinary shares

(10,471,393)

(4,999,899)

Placing programme costs

(304,180)

-

Share issue costs paid

(337,690)

(81,014)

Dividends paid

(14,196,088)

(12,715,721)

 

 

 

Non cash flow movements

 

 

Foreign currency exchange loss on ordinary shares

1,484,729

1,418,284

Profit before finance costs and taxation

11,231,154

15,859,563

Closing Balance

561,569,743

516,499,399

 

14. Related party disclosure

The Directors are entitled to remuneration for their services. Please refer to note 6 for further detail.

 

Transactions between the Company and the Trust and Conversion Vehicle are disclosed in note 4 and 11.

 

Richard Boleat acts as the enforcer of the Trust, a business purpose trust established under Jersey law and settled by the Company. The role has arisen as a result of the implementation of the resolution passed at the Company's Annual General Meeting on 4 April 2016 which authorised the Company to make arrangements to enable the conversion of treasury shares held by the Company from time to time from one currency denomination to another. The position is unremunerated and represents an alignment of interests with those of the Company.

 

15. Events after the reporting period

Management has evaluated subsequent events for the Company through 26 September 2019, the date the financial statements were available to be issued, and has concluded that the material events listed below do not require adjustment of the condensed financial statements.

 

Director shareholding

On 3 July 2019, the Company announced that Mark Tucker had acquired 10,000 Sterling Shares at a price of £1.0447 per share.

 

Contractual quarterly tender

In accordance with the announcement made on 13 May 2019 where the Company announced it had received applications from shareholders to tender 4,396,358 Sterling Shares under the June 2019 Contractual Quarterly Tender, the Company, on 22 July 2019, announced a tender price per share of £1.0615. On 9 August 2019, the Company subsequently announced that these Sterling Shares had been unconditionally accepted for purchase. On 14 August 2019, the June 2019 Contractual Quarterly Tender completed with 4,396,538 Sterling Shares being repurchased and transferred into the Company's name and held as treasury shares.

 

On 13 August 2019, the Company announced it had received applications from shareholders to tender 1,665,000 Euro Shares and 24,749,347 Sterling Shares under the September 2019 Contractual Quarterly Tender.

 

 

 

Dividend declaration

On 24 July 2019, the Company declared a dividend of £0.01375 per Sterling Share and €0.01375 per Euro Share payable on 13 September 2019 to shareholders on the register as at 2 August 2019.

 

Ordinary share conversion

On 16 August 2019, the Company announced it had received applications from shareholders to convert 1,000,000 Sterling Shares into Euro Shares on 30 September 2019. On 24 September 2019, the Company subsequently announced the applicable conversion ratio was 1.155871 Euro Shares per Sterling Share and that an application will be made for the admission of 1,155,871 Euro Shares to the Official List of the UKLA and to be admitted to trading on the main market of the London Stock Exchange. Dealings in the shares will commence on 30 September 2019.

 

On 17 September 2019, the Company announced it had received applications from shareholders to convert 2,430,000 Sterling Shares into Euro Shares.

 

Issue of scrip dividend shares

On 6 September 2019, the Company announced that application had been made to the UKLA and the London Stock Exchange for 107,767 Euro Shares and 42,442 Sterling Shares, to be listed on the premium segment of the Official List of the UKLA and to be admitted to trading on the main market of the London Stock Exchange. The shares will be issued pursuant to the Company's scrip dividend scheme in respect of the dividend declared on 24 July 2019. Dealings in the shares commenced on 13 September 2019.

 

16. Controlling party

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

 

Company information

 

 

 

Registered Office

 

Advocates to the Company

IFC1, The Esplanade

 

(as to Jersey law)

St Helier, Jersey

JE1 4BP

 

Bedell Cristin

26 New Street

St Helier, Jersey

JE2 3RA

 

 

 

Investment Vehicle Manager

 

Custodian

CVC Credit Partners Investment Management Limited

 

BNP Paribas Securities Services S.C.A.,

Jersey Branch

111 Strand, London

WC2R 0AG

 

 

IFC1, The Esplanade

St Helier, Jersey

JE1 4BP

 

 

 

Corporate Services Manager

 

Auditor

CVC Credit Partners Investment Services

Management Limited

 

Ernst & Young LLP

25 Churchill Place

1 Waverly Place, Union Street

St Helier, Jersey

JE1 1SG

 

Canary Wharf

London, E14 5EY

 

 

 

 

Corporate Brokers

 

Administrator and Company Secretary

Goldman Sachs International

Peterborough Court, 133 Fleet Street

 

BNP Paribas Securities Services S.C.A.,

Jersey Branch

London

EC4A 2BB

 

 

IFC1, The Esplanade

St Helier, Jersey

JE1 4BP

Winterflood Securities Limited

The Atrium Building

Cannon Bridge House

25 Dowgate Hill

London

EC4R 2GA

 

 

 

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

 

Solicitors to the Company

 

Registrar

(as to English law)

 

Computershare Investor Services (Jersey)

Herbert Smith Freehills LLP

Exchange House

Primrose Street

London

EC2A 2EG

 

 

Limited

Queensway House

Hilgrove Street

St Helier

Jersey

JE1 1ES

 

 

 

 

For Investors in Switzerland:

The Prospectus, the Memorandum and Articles of Association as well as the annual and half yearly financial reports of the Company may be obtained free of charge from the Swiss Representative. In respect of the Shares distributed in and from Switzerland to Qualified Investors, the place of performance and the place of jurisdiction is at the registered office of the Swiss Representative.

 

Swiss Representative: FIRST INDEPENDENT FUND SERVICES LTD., Klausstrasse 33, CH-8008 Zurich, Switzerland.

 

Swiss Paying Agent: Helvetische Bank AG, Seefeldstrasse 215, CH-8008 Zurich, Switzerland.

 

Enquiries:

 

CVC Credit Partners European Opportunities Limited                - Richard Boléat, Chairman                            

Tel: +44 (0) 1534 625522

 

BNP Paribas Securities Services S.C.A., Jersey Branch - Company Secretary

Tel: +44 (0) 1534 815200 

 

A copy of the Company's Half Yearly Financial Report will be available shortly from the Company Secretary, (BNP Paribas Securities Services S.C.A., Jersey Branch, IFC 1, The Esplanade, St Helier, Jersey, JE1 4BP), or will be circulated on the Company's website (www.ccpeol.com).

 

Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

 

CVC Credit Partners European Opportunities Limited is regulated by the Jersey Financial Services Commission.

 

A copy of this announcement is and will be available, subject to certain restrictions relating to persons resident in restricted jurisdictions for inspection on the Company's web site at www.ccpeol.com.

 


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
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