20th Aug 2014 07:00
Press Release | 20 August 2014 |
Duet Real Estate Finance Limited
(the "Company")
Half-Yearly Results
Duet Real Estate Finance Limited (LSE: DREF), a registered closed-ended collective investment scheme incorporated in Guernsey, today announces its half-yearly results for the period from 1 January 2014 to 30 June 2014 and its quarterly dividend.
Highlights
Ø The Company is 95% (2013: 95%) drawn against its commitment to the European Real Estate Debt Fund LP (the "Master Fund"), which is 100% (2013: 100%) invested having completed its investment programme with the final transactions being completed in March and May 2013.
Ø Dividend of 1.3 pence per share for the quarter ended 30 June 2014, to be paid on 19 September 2014 to members on the Company's register on 29 August 2014.
Ø Dividends paid during the six month period to 30 June 2014 total 3.90 pence per share (30 June 2013: 4 pence), equating to an annualised yield of 10.3% (30 June 2013: 8.6%) on 30 June 2014 share price of 75.6 pence (30 June 2013: 93.5 pence).
Ø In February 2014, the Company returned £10.0 million, equivalent to 13.35 pence per share, by way of a B share issue and redemption. In July 2014, a further £10.2 million, equivalent to 13.62 pence per share, was returned by way of the B share issue and redemption mechanism.
Ø Based upon an opening Net Asset Value ("NAV") as at 31 December 2013 of 93.5 pence per share (31 December 2012: 98.5 pence) and closing NAV at 30 June 2014 of 78.9 pence per share (30 June 2013: 98.2 pence) the NAV total return in the period to 30 June 2014 was 2.8% (period to 30 June 2013: 3.8%), based upon dividends paid and capital returned in the period.
Ø Based upon the opening share price at 31 December 2013 of 86.5 pence (31 December 2012: 90.5 pence) and closing share price at 30 June 2014 of 75.6 pence (30 June 2013: 93.5 pence), the total shareholder return in the period to 30 June 2014 was 7.3% (period to 30 June 2013: 7.7%), based upon dividends paid and capital returned in the period.
Ø The Master Fund has now entered its realisation phase and will continue to receive repayments of or sell off its underlying investments and return capital to the Company, which the Directors intend will be distributed to shareholders by way of further B Share issues and redemptions.
Chairman's Statement
I am pleased to present the Company's half-yearly financial report and unaudited condensed interim financial statements for the period ended 30 June 2014.
Investment Performance, Capital Management and Dividends
The Company's NAV per share at 30 June 2014 was 78.9 pence (31 December 2013: 93.5 pence). The Company paid two dividends during the period to 30 June 2014, totaling 3.90 pence per share (period to 30 June 2013: 4 pence) and returned 13.35 pence per share by means of a B share issue and redemption (period to 30 June 2013: nil) equating to a NAV total return in the period of 2.8% (period to 30 June 2013: 3.8%).
The Company's share price at 30 June 2014 was 75.6 pence (30 June 2013: 93.5 pence). Based upon an opening share price of 86.5 pence at 31 December 2013 (31 December 2012: 90.5 pence), the total shareholder return in the period to 30 June 2014 was 7.3% (period to 30 June 2013: 7.7%).
During the period to 30 June 2014, the Company bought back and cancelled 250,000 of its own shares for £184,012. All purchases were made at discounts to the prevailing NAV, at an average price of 94.5% of NAV, and so were accretive to NAV per share. Since the period end and to the date of this report the Company has repurchased no further shares.
Including the dividend of 1.3 pence per share to be paid on 19 September 2014 in respect of the second quarter of 2014, the Company will have paid dividends totaling 2.95 pence per share in respect of the period to 30 June 2014.
In February 2014, the Board resolved to return an amount of £10.0 million, equivalent to 13.35 pence per share, being the Company's share of proceeds realised by the Master Fund following the realisations of Loans 3, 8 and 1, via an issue of redeemable B Shares to existing shareholders and subsequent redemption of those shares pro rata to their holding.
Following the period end, in July 2014, a further £10.2 million, equivalent to 13.62 pence per share, being the Company's share of proceeds received from the Master Fund following the realisation of Loan 13, was returned to shareholders via the B Share mechanism.
Outlook
Since last summer, the Master Fund has been in its realisation phase and will continue to receive repayments on its loans, sell off assets and return capital to the Company. Your Board anticipates that it will deliver on its targeted returns and lead the Company to be in a position to make cash distributions in excess of 7% per annum and distribute capital via future B Share issues.
David Staples
Chairman
19 August 2014
Interim Board Report
Principal Risks and Uncertainties
The principal risks and uncertainties faced by the Company, which have not materially changed and which are expected to apply to the remaining period to 31 December 2014, are considered to fall into the following categories:
General market, economic, fiscal and regulatory environment:
· The Company's and the Master Fund's targeted returns are based on estimates and assumptions that are inherently subject to significant business and economic uncertainties and contingencies, and the actual rate of return may be materially lower than the targeted returns.
· Declaration, payment and the amount of any future dividends by the Company are subject to the discretion of the Directors and will depend upon, among other things: the performance of the Master Fund, realisations of its underlying investments and consequent returns of capital, distributions made by the Master Fund and the size of any such distributions as well as the Company's financial position and cash requirements.
· The Ordinary Shares may trade at a discount to NAV.
· The Company and the Master Fund are exposed to changes in tax and other laws, accounting standards or regulation and any potential costs arising, potentially with retrospective effect.
· The Master Fund is exposed to the commercial real estate market. The value of underlying real estate and the rental income it produces may fluctuate as a result of factors which are outside the Company's control.
Concentration and other risks due to the investment strategy of the Company:
· The Company is not able to participate in the investment or divestment decisions of the Master Fund, in which it has invested substantially all of its capital.
· It may not be possible for the Company to dispose of its interest in the Master Fund if it wished to do so.
· The value of an investment can go down as well as up and, as a result, a Limited Partner in the Master Fund (including the Company) may lose some or all of its commitment or the value of its investment.
· There is currency risk in the Master Fund from material movements in the exchange rate between Sterling and the currency in which certain investments are made. To limit currency risk the Master Fund uses currency derivatives to hedge its exposure, but there is no guarantee that the hedges will be completely effective.
· Borrowers from the Master Fund may repay loans early leading to different returns, and a loss of further returns from that investment.
· Repayments from and sales of loans may lead to early repayments of capital to shareholders.
· As the Master Fund sells off its loans or they are repaid, so the number of remaining loans in the portfolio diminishes which will lead to increased concentration risk and potentially proportionately greater currency risk at the Master Fund level.
Reliance on the Investment Adviser:
· The Investment Adviser is dependent upon the expertise of key personnel in providing investment advisory services to the Company and the Master Fund.
· Failure by the Investment Adviser or other third-party service providers of the Company and/or the Master Fund to carry out its or their obligations could materially disrupt the business of the Company and/or of the Master Fund.
The principal risks and uncertainties in relation to financial instruments are disclosed in note 11 to the audited financial statements for the year ended 31 December 2013.
Related Parties
Related party disclosures are given in note 15.
Going Concern
The Directors, after due consideration, have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the unaudited condensed interim financial statements are prepared on a going concern basis. In forming this expectation, the Directors have considered the key supporting assumptions including the level of cash cover for commitments made to invest in the Master Fund, projected cash inflows by way of distributions from the Master Fund and the level of ongoing expenses of the Company.
Statement of Directors' Responsibility
The Directors confirm that, to the best of their knowledge, these unaudited condensed interim financial statements for the period have been prepared in accordance with International Accounting Standard 34 'Interim Financial Reporting' as adopted by the European Union and give a true and fair view of the assets, liabilities, financial position and profit of the Company as required by Disclosure and Transparency Rule DTR 4.2.4. The Chairman's Statement, Interim Board Report and the Investment Adviser's Report (together constituting the Interim Management Report) include a fair review of the information required by the Disclosure and Transparency Rules DTR 4.2.7R and DTR 4.2.8R, namely:
a. an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed interim financial statements, and a description of the principal risks and uncertainties for the remaining six months of the year; and
b. material related party transactions that have taken place in the first six months of the current financial year that have materially affected the financial position or performance of the Company during that period.
By order of the Board:
John Falla
Director
19 August 2014
Investment Adviser's Report
Further to the completion of its investment programme, the Master Fund consisted of 15 investments with an original acquisition cost of £264.7 million. Based on the respective acquisition cost of each investment, the fully invested portfolio had a blended loan-to-value ratio of 69.6% along with a blended cash pay coupon and payment-in-kind coupon of 9.8% and 2.1% respectively. The portfolio provides the income and total return as targeted in the Company's prospectus, whilst maintaining a resilient risk profile.
As at 30 June 2014, the Master Fund consisted of 10 investments with a combined unrealised balance of £177.2 million. Based on the respective balance of each investment, the portfolio as at 30 June 2014 had a blended loan-to-value ratio of 68.7% along with a blended cash pay coupon and payment-in-kind coupon of 10.6% and 1.9% respectively.
Through the six months of the period, we have noted a general trend of improvement in loan-to-value positions as a result of the recovery of certain direct markets and as loans amortise and therefore a further improvement in the risk profile of the portfolio. Furthermore, two of the Master Fund's investments have been fully realised during the period to 30 June 2014, earning returns in-line with the Company's stated objective.
In respect of the unrealised investments forming the residual portfolio, we continue to assess and monitor investments, with a particular focus on such aspects as debt servicing arrangements, compliance with loan covenants and the asset management of the underlying real estate.
In respect of Loan 4, the Master Fund believes it is in the final steps of the process of enforcing its rights under the loan security package to recover outstanding amounts owed and the Investment Adviser remains confident that these actions will result in full recovery of principal, accrued interest and expenses.
In respect of Loan 5, during Quarter 1 2014 a consortium of hedge funds assumed control of a majority of the senior debt of the underlying borrower company. Subsequent to the end of the first quarter 2014 the senior lenders executed a pre-packaged administration of the underlying borrower company, purchasing all the assets of the underlying borrower company at liquidation value. As a result, the Master Fund's debt claims are now subject to the administration. Having at 31 December 2013 recognised a partial impairment, the remaining balance of Loan 5 was fully written down by the Master Fund as at 31 March 2014 which was reflected in the Company's NAV from that date. The write down made by the Company in the six months to 30 June 2014 in relation to this was £1,066,483 and largely explains the net change in fair value of investments shown in the Income Statement for the period.
The Company is 95% drawn against its commitment, as the Master Fund has drawn down from its Limited Partners in order to fund the final transaction of its investment programme, with the remaining 5% undrawn amount available for follow-on contributions to existing investments and for working capital.
A summary of the key performance and investment activity of the Master Fund is as follows:
Performance - for the six month period to 30 June 2014
In January 2014, the Master Fund received a full repayment of mezzanine loan investment, Loan 1 (secured by a retail property in Denmark), earning returns in line with its investment criteria.
On 14 March 2014, the Company paid a dividend of 2.25 pence per Ordinary Share in respect of the quarter to 31 December 2013.
Furthermore on 13 June, the Company paid a dividend of 1.65 pence per Ordinary Share in respect of the quarter to 31 March 2014. Dividends to date (including this distribution) on shares issued at the time of the Company's Initial Public Offering total 20.90 pence per share.
In June 2014, the Master Fund received a full repayment of a further mezzanine loan investment, Loan 13 (secured by an office property in the UK), earning returns in-line with its investment criteria, reflective of the early repayment of the loan.
Investment Performance
The Company raised £76.0m and has, including the dividend payable on 19 September 2014, paid dividends totalling £16.4m and returned capital of £20.2 million. The total value to paid-in ratio of the Company is 1.12x, based upon the Net Asset Value as at 30 June 2014 and including dividends paid and capital returned by that date.
The make-up of the portfolio as at 30 June 2014 is detailed in the table that follows:
Portfolio as at 30 June 2014
Portfolio Investment | Asset Type | Country | Balance (including accrued interest) | Description |
Loan 2 | Offices | United Kingdom | £19.7m | mezzanine loan secured by an office |
Loan 4 | Offices | France | €49.3m | mezzanine loan secured across a diversified portfolio of assets |
Loan 5 (1) | Healthcare | United Kingdom | £0.0m | mezzanine and senior loan secured by a portfolio of care homes |
Loan 6 | Hotels | United Kingdom, Netherlands | £40.6m | mezzanine loan secured by 8 hotels |
Loan 7 | Retail | Germany | €22.7m | mezzanine loan secured by a portfolio of 45 retail properties |
Loan 9 | Mixed | United Kingdom | £7.4m | senior loan secured by a business park |
Loan 10 | Offices | Netherlands | €7.8m | senior loan backed by an office and warehouse portfolio of 23 assets |
Loan 11 | Offices | Belgium | €7.6m | mezzanine loan secured by an office |
Loan 12 | Hotels | Germany | €39.8m | mezzanine loan backed by a portfolio of 20 hotels |
CMBS 1 | Healthcare | United Kingdom | £4.2m | securitisation backed by a portfolio of private hospitals |
(1) Including provision for impairment.
ERED Investment Adviser LLP
August 2014
Independent review report to Duet Real Estate Finance Limited
Introduction
We have been engaged by the Company to review the unaudited condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2014, which comprises the Condensed Statement of Comprehensive Income, Condensed Statement of Financial Position, Condensed Statement of Changes in Equity, Condensed Statement of Cash Flows and associated notes. 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.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and has been approved by, the Directors of the Company. The Directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority (previously the Financial Services 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 ("IFRS"). 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. This report, including the conclusion, has been prepared for and only for the Company for the purpose of the Disclosure and Transparency Rules of the Financial Conduct Authority and for no other purpose. We do not, in producing this report, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
Scope of review
We conducted our review in accordance with International Standard on Review Engagements 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the International Auditing and Assurance Standards Board. 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 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 unaudited condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2014 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.
PricewaterhouseCoopers CI LLPChartered AccountantsGuernsey, Channel Islands
19 August 2014
Notes | i) | The maintenance and integrity of the Duet Real Estate Finance Limited website is the responsibility of the Directors; the work carried out by the independent auditors does not involve consideration of these matters and, accordingly, the independent auditors accept no responsibility for any changes that may have occurred to the half-yearly financial report since it was initially presented on the website. |
ii) | Legislation in Guernsey governing the preparation and dissemination of financial information may differ from legislation in other jurisdictions. |
Condensed Statement of Comprehensive Income
for the period ended 30 June 2014
Period from 1 January to 30 June 2014 | Period from 1 January to 30 June 2013 | ||
(unaudited) | (unaudited) | ||
Note | £ | £ | |
Investment income | 3,356,026 | 2,835,611 | |
Net change in fair value on financial assets at fair value through profit or loss | (1,253,147) | 120,368 | |
Expenses | 7 | (180,240) | (171,706) |
________ | ________ | ||
Profit for the period and total comprehensive income | 1,922,639 | 2,784,273 | |
════════ | ════════ | ||
Earnings per Ordinary Share | 8 | 2.57 pence | 3.71 pence |
The notes form an integral part of these condensed interim financial statements.
Condensed Statement of Financial Position
as at 30 June 2014
30 June 2014 | 31 December 2013 | ||
(unaudited) | (audited) | ||
Note | £ | £ | |
Assets | |||
Non-current assets |
|
|
|
Financial assets at fair value through profit or loss | 10 | 56,077,269 | 67,389,243 |
_________ | _________ | ||
Current assets | |||
Interest receivable | 236 | 489 | |
Receivables | 26,236 | 26,588 | |
Cash and cash equivalents | 13 | 2,831,355 | 2,714,827 |
_________ | _________ | ||
| 2,857,827 | 2,741,904 | |
_________ | _________ | ||
Total assets | 58,935,096 | 70,131,147 | |
_________ | _________ | ||
Liabilities | |||
Current liabilities | |||
Payables | 11 | (28,641) | (42,863) |
_________ | _________ | ||
Net assets | 58,906,455 | 70,088,284 | |
| ═════════ | ═════════ | |
| |||
Equity shareholders' funds | |||
| |||
Share capital | 12 | 64,909,522 | 75,096,036 |
Revenue reserves | (6,003,067) | (5,007,752) | |
_________ | _________ | ||
| 58,906,455 | 70,088,284 | |
| ═════════ | ═════════ | |
| |||
Net asset value per Ordinary Share | 8 | 78.9 pence | 93.5 pence |
The notes form an integral part of these condensed interim financial statements.
The unaudited condensed interim financial statements were approved by the Board of Directors on 19 August 2014 and were signed on its behalf by:
John Falla
Director
Condensed Statement of Changes in Equity
for the period ended 30 June 2014
Sharecapital | Revenuereserves | Total | ||
Note | £ | £ | £ | |
Balance at 1 January 2013 (audited) | 75,205,283 | (1,299,653) | 73,905,630 | |
Purchase of own shares | 12 | (109,247) | - | (109,247) |
Profit for the period and total comprehensive income | - | 2,784,273 | 2,784,273 | |
Dividend paid to Ordinary Shareholders | 9 | - | (2,999,455) | (2,999,455) |
_________ | ________ | _________ | ||
Balance as at 30 June 2013 (unaudited) | 75,096,036 | (1,514,835) | 73,581,201 | |
‗‗‗‗‗‗‗‗‗ | ‗‗‗‗‗‗‗‗ | ‗‗‗‗‗‗‗‗‗ | ||
| ||||
Balance at 1 January 2014 (audited) | 75,096,036 | (5,007,752) | 70,088,284 | |
Purchase of own shares | 12 | (184,012) | - | (184,012) |
Capital return - B Shares | (10,002,502) | - | (10,002,502) | |
Profit for the period and total comprehensive income | - | 1,922,639 | 1,922,639 | |
Dividend paid to Ordinary Shareholders | 9 | - | (2,917,954) | (2,917,954) |
_________ | ________ | _________ | ||
Balance as at 30 June 2014 (unaudited) | 64,909,522 | (6,003,067) | 58,906,455 | |
‗‗‗‗‗‗‗‗‗ | ‗‗‗‗‗‗‗‗ | ‗‗‗‗‗‗‗‗‗ | ||
|
The notes form an integral part of these condensed interim financial statements.
Condensed Statement of Cash Flows
for the period ended 30 June 2014
Period from 1 January to 30 June 2014 | Period from 1 January to 30 June 2013 | |||
(unaudited) | (unaudited) | |||
Note | £ | £ | ||
Cash flows from operating activities | ||||
Profit for the period and total comprehensive income | 1,922,639 | 2,784,273 | ||
| ||||
Purchase of investments | - | (7,552,282) | ||
Capital distributions from investments | 10,058,827 | - | ||
| ||||
Elimination of non-cash items: | ||||
Net change in fair value of financial assets at fair value through profit or loss | 1,253,147 | (120,368) | ||
| ||||
Movements in working capital: | ||||
Decrease/(increase) in receivables | 605 | (3,570) | ||
(Decrease)/increase in payables | (14,222) | 852 | ||
_________ | _________ | |||
Net cash inflow/(outflow) from operating activities | 13,220,996 | (4,891,095) | ||
_________ | _________ | |||
| ||||
Financing activities | ||||
Purchase of own shares | (184,012) | (109,247) | ||
Capital return - B Shares | (10,002,502) | - | ||
Dividend paid | (2,917,954) | (2,999,455) | ||
_________ | _________ | |||
Net cash outflow from financing activities | (13,104,468) | (3,108,702) | ||
_________ | _________ | |||
Increase/(decrease) in cash and cash equivalents | 116,528 | (7,999,797) | ||
Cash and cash equivalents at start of period | 13 | 2,714,827 | 10,794,019 | |
_________ | _________ | |||
Cash and cash equivalents at end of period | 13 | 2,831,355 | 2,794,222 | |
| ═════════ | ═════════ | ||
The notes form an integral part of these condensed interim financial statements.
Notes to the interim financial statements for the period ended 30 June 2014
1. General information
The Company was incorporated in Guernsey on 7 January 2011 and is a registered closed-ended collective investment scheme registered pursuant to the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended, and The Registered Collective Investment Scheme Rules 2008 issued by the Guernsey Financial Services Commission. The Ordinary Shares were admitted for trading on the Main Market of the London Stock Exchange on 14 March 2011.
The Company is a feeder fund and invests in the European Real Estate Debt Fund L.P. (the "Master Fund").
These condensed interim financial statements were approved for issue on 19 August 2014. These condensed interim financial statements do not constitute statutory accounts under Guernsey Company Law and have been reviewed by the independent auditors but not audited.
2. Basis of preparation
The condensed interim financial statements for the six months ended 30 June 2014 have been prepared on the going concern basis in accordance with the Disclosure and Transparency Rules of the Financial Conduct Authority and with IAS 34 "Interim Financial Reporting" as adopted by the European Union. These condensed interim financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2013, which were prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union.
The preparation of condensed interim financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires the Directors to exercise judgement in the process of applying the Company's accounting policies. Changes in assumptions may have a significant impact on the financial statements in the period the assumptions change. The Directors believe that the underlying assumptions are appropriate and that the Company's financial statements therefore present the financial position and results fairly. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 10.
3. Significant accounting policies
The accounting policies adopted are consistent with those of the previous financial year. Statutory audited annual financial statements of the Company are prepared in accordance with IFRS as adopted by the European Union. These condensed interim financial statements do not contain all the information and disclosures as presented in the annual financial statements.
New IFRS standards, amendments and interpretations
The Company has adopted all relevant and below mentioned standards since 1 January 2014.
IAS 27 (revised) | 'Separate financial statements' |
IAS 28 (revised) | 'Associates and joint ventures' |
IFRS 10 | 'Consolidated financial statements' |
IFRS 11 | 'Joint arrangements' |
IFRS 12 | 'Disclosure of interests in other entities' |
Amendments to IFRS 10, 11, 12 | Transition guidance |
Amendments to IFRS 10, 12 and IAS 27 | Exception from consolidation for 'investment entities' |
Amendments to IAS 32 | 'Financial Instruments: Presentation, offsetting financial assets and financial liabilities |
Amendments to IAS 36 | 'Impairment of assets', recoverable amount disclosure for non-financial assets |
Amendments to IAS 39 | 'Financial instruments: Recognition and measurement', novation of derivatives and continuation of hedge accounting |
The Directors have assessed the impact of these amendments and concluded that these new accounting standards do not affect the Company's results of operations or financial position.
Impact of standards issued but not yet applied
IFRS 9, 'Financial instruments', issued in November 2009. This standard is the first step in the process to replace IAS 39, 'Financial instruments: recognition and measurement'. IFRS 9 introduces new requirements for classifying and measuring financial assets and may affect the Company's accounting for its financial assets. The standard is not applicable until 1 January 2018 but is available for early adoption. However, the standard has not yet been endorsed by the EU. The Company is yet to assess IFRS 9's full impact. However, initial indications are that it should not materially affect the Company's accounting for its financial instruments.
4. Taxation
The Company is domiciled in Guernsey, Channel Islands. Under the current laws of Guernsey, there are no income, estate, corporation, capital gains or other taxes payable by the Company. The Company does not currently incur any withholding tax in respect of its dividend income received.
The Company has obtained exemption from Guernsey Income Tax under The Income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989 and accordingly is subject to an annual fee of £600.
5. Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors as it is the body that makes strategic decisions. The Board is of the opinion that there is only a single operational segment, being the investment in the Master Fund and the associated investment of cash awaiting calls from the Master Fund.
6. Seasonality of operations
The nature of the entity is such that the effect of seasonality is not considered to impact the operations and results of the Company.
7. Expenses
Period from 1 January to 30 June 2014 | Period from 1 January to 30 June 2013 | |
(unaudited) | (unaudited) | |
£ | £ | |
Administration fees | 33,438 | 32,000 |
Directors' fees | 41,250 | 31,884 |
Audit and interim review fees | 19,250 | 19,000 |
Investment adviser's fees | 12,500 | 12,500 |
Legal and professional fees | 26,197 | 41,649 |
General expenses | 47,605 | 34,673 |
_______ | _______ | |
180,240 | 171,706 | |
═══════ | ═══════ |
8. Earnings per share and net asset value per share
The earnings per share calculation is based on profit for the period and total comprehensive income of £1,922,639 (30 June 2013: £2,784,273) and the weighted average number of shares in issue for the period of 74,785,247 (30 June 2013: 75,001,960).
Net asset value per share is based on net assets of £58,906,455 (31 December 2013: £70,088,284) divided by the 74,675,109 (31 December 2013: 74,925,109) Ordinary Shares in issue.
9. Dividends
Date paid | To share-holders on the register on | For the period ended 31 December | Amount per share | 30 June2014 | 30 June2013 |
(unaudited) | (unaudited) | ||||
£ | £ | ||||
29 March 2013 | 8 March 2013 | 2012 | 2p | - | 1,500,953 |
21 June 2013 | 31 May 2013 | 2013 | 2p | - | 1,498,502 |
14 March 2014 | 21 February 2014 | 2013 | 2.25p | 1,685,815 | - |
13 June 2014 | 23 May 2014 | 2014 | 1.65p | 1,232,139 | - |
________ | ________ | ||||
2,917,954 | 2,999,455 | ||||
════════ | ════════ |
10. Financial assets at fair value through profit or loss
30 June2014 | 31 December2013 | |
(unaudited) | (audited) | |
Non-current | Non-current | |
£ | £ | |
Opening valuation | 67,389,243 | 63,126,188 |
Additions | - | 7,552,282 |
Capital distributions | (10,058,827) | - |
Unrealised loss on revaluation of investments | (1,253,147) | (3,289,227) |
_________ | _________ | |
Closing valuation | 56,077,269 | 67,389,243 |
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The non-current investment comprises an investment in the Master Fund. The Company has a committed investment of £75,333,953 (31 December 2013: £75,333,953) of which £71,451,201 (31 December 2013: £71,451,201) had been drawn down as at the period end. The undrawn commitment to the Master Fund at 30 June 2014 was £3,882,752 (31 December 2013: £3,882,752). The undrawn commitment will not be drawn in its entirety by the Master Fund, as Limited Partners are proportionally drawn on their commitment, other than for advisory fees, which the Company pays at a reduced rate. The level of commitment that will not be drawn down is £1,565,000 as at 30 June 2014 (31 December 2013: £1,441,000).
The Master Fund has a scheduled termination date of 22 December 2014 unless extended at the discretion of the General Partner for a maximum of two years and one month by the addition of a one year period and a one year and one month period. The Directors expect the General Partner to extend the life of the Master Fund by at least one year.
Equalisation was paid to or received from the Master Fund when additional investors were admitted to the Master Fund, including the initial investment by the Company. Amounts were paid to or received from the Master Fund so as to equalise (in percentage terms) the net amount drawn from all investors after taking into account any amounts distributed by the Master Fund to prior existing investors. Equalisation paid to the Master Fund was included as part of the purchase cost of the investment and equalisation received from the Master Fund represents a temporary return of capital which can be called again by the Master Fund from the Company as part of its commitment to invest. The Company did not receive any equalisation payments from the Master Fund in the period, as the Master Fund is closed to new investors. No further equalisation amounts are expected to be received or paid in future periods.
The Company's investment in the Master Fund is subject to the terms and conditions set out in the Master Fund's offering documents and is accounted for by the Company as at fair value as determined by the Directors at the period end date, this fair value being primarily based on the latest available coterminous reported information from the Master Fund. The Directors review the details of the reported information obtained from the Master Fund and consider: (i) the liquidity of the Master Fund and/or its underlying investments, (ii) the type of investments held within the Master Fund, (iii) the date of the net asset value (NAV) provided, (iv) any restrictions on redemptions, and (v) the basis of accounting adopted by the Master Fund in valuing the investments held and in reporting to investors (the Master Fund reports to investors using IFRS principles). If necessary, the Directors make adjustments to the NAV of the Master Fund so as to obtain the best estimate of fair value as at the period end date. No such adjustments have been made to the reported NAV of the Master Fund as at 30 June 2014. In addition to normal short term receivables/payables and cash balances, the investment portfolio held by the Master Fund as at 30 June 2014 included:
i) originated debt with fixed or determinable payments that are not quoted in an active market and classified as "loans and receivables" measured at amortised cost less any impairment; and
ii) debt instruments comprising of commercial mortgage backed securities which are classified at fair value through profit or loss and valued by the Master Fund based on a combination of quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs.
Although the Directors use their best judgement in estimating the fair value of investments, there are inherent limitations in any estimation techniques.
The significant matters considered by the Directors in determining the fair value of the investment in the Master Fund are noted above. The investment in the Master Fund is a level 3 investment (see below) and as expected, there are significant unobservable inputs used by the General Partner to the Master Fund in assessing its own view on the values of the investments held at the level of the Master Fund. No quantitative information is provided by the Company in respect of those significant unobservable inputs as those inputs are not developed by the Company when measuring its fair value assessment for its investment in the Master Fund and those significant unobservable inputs at the Master Fund level are not reasonably available to the Company.
The Company's investment in the Master Fund is categorised as level 3 within the fair value hierarchy under IFRS 13, which indicates inputs for the asset that are not based on observable market data (unobservable inputs). The table below shows the movements in level 3 investments and the unrealised gain thereon recognised in the statement of comprehensive income.
30 June2014 | 31 December2013 | |
(unaudited) | (audited) | |
Level 3 | Level 3 | |
£ | £ | |
Opening valuation | 67,389,243 | 63,126,188 |
Additions | - | 7,552,282 |
Capital distribution | (10,058,827) | - |
Unrealised loss on revaluation of investments | (1,253,147) | (3,289,227) |
_________ | _________ | |
Closing valuation | 56,077,269 | 67,389,243 |
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The Company is exposed to market price risk from its holding in the Master Fund. If the NAV of the Master Fund increased (or decreased) by 5%, with all other variables held constant, net assets would increase (or decrease) by £2,803,863 (31 December 2013: £3,369,462). The Company's investment in the Master Fund gives rise to no direct exposure to currency risk or interest rate risk although the Master Fund itself is exposed to such risks.
11. Payables
30 June2014 | 31 December2013 | |
(unaudited) | (audited) | |
£ | £ | |
Audit and interim review fee payable | 19,250 | 17,250 |
Directors' fees payable | - | 18,750 |
Other payables | 9,391 | 6,863 |
_________ | _________ | |
28,641 | 42,863 | |
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12. Share capital
Authorised
The authorised share capital of the Company is represented by an unlimited number of Ordinary Shares of no par value.
Under Guernsey law, the whole of the share capital account is distributable subject to meeting the solvency test criteria and any restrictions in the Articles of Incorporation of the Company.
Allotted, called up and fully paid
| 30 June2014 | 30 June2014 | 30 June2014 | 30 June2014 | |
(unaudited) | (unaudited) | (unaudited) | (unaudited) | ||
B Shares | B Shares | OrdinaryShares | OrdinaryShares | ||
Number | £ | Number | £ | ||
Balance at 1 January 2014 | - | - | 74,925,109 | 75,096,036 | |
Purchase of own shares | - | - | (250,000) | (184,012) | |
Capital issued during the period | 74,925,109 | 10,002,502 | - | (10,002,502) | |
Capital distributed during the period | (74,925,109) | (10,002,502) | - | - | |
_________ | _________ | _________ | _________ | ||
Balance at 30 June 2014 | - | - | 74,675,109 | 64,909,522 | |
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31 December2013 | 31 December2013 | |
(audited) | (audited) | |
OrdinaryShares | OrdinaryShares | |
Number | £ | |
Balance at 1 January 2013 | 75,047,609 | 75,205,283 |
Purchase of own shares | (122,500) | (109,247) |
_________ | _________ | |
Closing balance 31 December 2013 | 74,925,109 | 75,096,036 |
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Ordinary Shares carry the rights to any dividend or other distribution out of the profits of the Company and to vote. On winding up, the Ordinary Shareholders shall be entitled to the surplus assets remaining after payment of all creditors.
B Shares do not carry any rights to any dividend or other distribution out of the profits of the Company or any voting rights and are not transferable. B Shares were issued to existing shareholders and redeemed during the period ended 30 June 2014 as detailed below.
On 25 February 2014, the Company made a Capital Return to shareholders equivalent to 13.35 pence per Ordinary Share by way of an issue and redemption on 26 February 2014 of B Shares on a pro rata basis.
The Company's objective when managing its capital is to follow its investment objective to provide shareholders, through its investment in the Master Fund, with regular dividends and an attractive total return whilst limiting downside risk to capital through exposure to European commercial real estate debt. During the period, the Master Fund realised certain of its investments and made a capital distribution to the Company. The Company's policy is to return such capital distributions to investors. The mechanism for making these capital returns is by way of an issue of redeemable B Shares to existing shareholders and subsequent redemption of these shares pro rata to their holding.
The Company has a significant investment in the Master Fund and therefore the Company's financial performance when managing its capital depends almost entirely on the performance of its investment in the Master Fund. However, in addition the Company may borrow up to 20% of NAV, has the ability to suspend payment of dividends if necessary, may buy back its own shares and may issue further shares.
Purchase of own shares
During the period the Company purchased 250,000 (30 June 2013: 122,500) of its own shares for £184,012 (30 June 2013: £109,247).
The shares were bought back on the open market and were cancelled. The cancelled shares represented 0.3% of the voting rights.
13. Cash and cash equivalents
30 June2014 | 31 December2013 | ||
| (unaudited) | (audited) | |
| £ | £ | |
Cash and cash equivalents at end of the period comprise: | |||
Cash | 32,068 | 19,377 | |
Money market funds | 2,799,287 | 2,695,450 | |
_________ | _________ | ||
| 2,831,355 | 2,714,827 | |
| ═════════ | ═════════ | |
14. Financial risk management
The Company's activities expose it to a variety of financial risks. The main risks arising from the Company's financial instruments are market risk, credit risk and liquidity risk.
The condensed interim financial statements do not include all financial risk management information and disclosures required in the annual financial statements, and should be read in conjunction with the Company's annual financial statements for the year ended 31 December 2013.
15. Related party and material transactions
The Company pays a fixed annual fee of £25,000 to the Investment Adviser, ERED Investment Adviser LLP ("ERED"), a joint venture between DRC Capital LLP and Duet Private Equity Limited. The charge for the period was £12,500 (30 June 2013: £12,500) and £Nil (31 December 2013: £6,250) was prepaid. There are no performance fees payable at the Company level, although the Investment Adviser is incentivised by performance fees payable at the Master Fund level.
Transactions and balances with the Master Fund are disclosed in note 10. In addition distributions from the Master Fund of £3,353,374 (30 June 2013: £2,832,857) are included in investment income in the statement of comprehensive income.
Directors' interests
No Director has a material interest in any contract which is significant to the Company's business. David Staples has an interest in 7,000 shares (31 December 2013: 7,000) and David Moore has an interest in 39,329 shares (31 December 2013: 39,329). No other Director who held office at 30 June 2014 had an interest in the Ordinary Shares of the Company.
16. Subsequent events
A distribution of £10,178,231 was received from the Master Fund on 7 July 2014 representing the Company's share of proceeds realised on Loan 13 held by the Master Fund.
On 22 July 2014, the Company issued 74,675,109 B Shares of no par value to existing holders of Ordinary Shares pro rata to their current holding. The Company issued these shares with the intention of redeeming them at a predetermined price per share. On 23 July 2014, the B Shares were redeemed by the Company at a redemption price of 13.62 pence per B Share. The rationale for this issue and redemption was to effect a return of capital in the amount of £10,170,750 to the Company's shareholders following a distribution of capital from the Master Fund noted above.
On 5 August 2014, £1,002,781 was received from the Master Fund, representing a distribution of investment income.
The Company declared a dividend of 1.3 pence per Ordinary Share payable on 19 September 2014 to those shareholders on the register on 29 August 2014.
Corporate Information
Directors John Falla David Moore David Staples (Chairman)
Administrator, secretary and registered office International Administration Group (Guernsey) Limited Regency Court Glategny Esplanade St Peter Port Guernsey GY1 1WW
Registrar Capita Registrars (Guernsey) Limited Mont Crevelt House Bulwer Avenue St Sampson Guernsey GY2 4LH
Investment adviser ERED Investment Adviser LLP 6 Duke Street St James's London SW1Y 6BN
Independent auditors PricewaterhouseCoopers CI LLP PO Box 321 Royal Bank Place Glategny Esplanade St Peter Port Guernsey GY1 4ND
| Legal advisers to the Company (Guernsey Law) Carey Olsen PO Box 98 Carey House Les Banques St Peter Port Guernsey GY1 4BZ
Legal advisers to the Company (English Law) Berwin Leighton Paisner LLP Adelaide House London Bridge London EC4R 9HA
UK transfer agent Capita Registrars Limited The Registry 34 Beckenham Road Beckenham Kent BR3 4TU
Principal bankers Bank of New York Mellon London Branch One Canada Square London E14 5AL
Financial adviser and sponsor Oriel Securities Limited 150 Cheapside London EC4R 9HA |
For further information, please contact:
DRC Capital LLP +44 (0)20 7042 0600
Dale Lattanzio
Cyrus Korat
Oriel Securities Limited +44 (0)20 7710 7600
Neil Winward
Tunga Chigovanyika
Related Shares:
DREF.L