23rd Aug 2012 15:04
Press Release | 23 August 2012 |
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 2012 to 30 June 2012, and its quarterly dividend.
Highlights
Ø NAV as at 30 June 2012 of 98.1 pence per share (31 December 2011: 97.4 pence per share)
Ø 2 dividends of 1.0 pence per share paid in H1 2012
Ø Dividend of 1.0 pence per share announced, payable on 28 September 2012
Ø European Real Estate Debt Fund LP (the "Master Fund") currently 60% invested, with a strong deal pipeline
The Company and Investment Objective
The Company is a Guernsey incorporated closed-ended investment company, with a premium listing on the main market of the London Stock Exchange. The Company's investment objective is 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 real estate commercial debt.
Chairman's Statement
I am pleased to present to the shareholders the Company's half-yearly financial report and condensed interim financial statements for the period ended 30 June 2012, and to announce a dividend of 1.0 pence per ordinary share for the quarter to 30 June 2012, payable on 28 September 2012 to those shareholders on the register on 7 September 2012.
Whilst the first half of the year has seen the European Real Estate Debt Fund LP (the "Master Fund") continue to invest funds in accordance with its investment objective, the real estate market as a whole continues to remain lethargic with the banks reluctant to lend and taking longer to do so, impacting the speed at which the Master Fund can deploy its capital. As such, the investment period of the Master Fund has been extended to 22 December 2012, so that the investment adviser of the Master Fund can continue to pursue its investment objective, whilst maintaining a resilient risk profile.
Since the year end, the Master Fund has made three further investments, and completed its restructuring of its healthcare loan as part of a broader restructuring of the borrower group. The additional investments are €22.1 million in a mezzanine loan secured by a portfolio of retail properties located throughout Germany, a €11.6 million mezzanine loan backed by an office and light industrial park on the outskirts of Paris, and a loan of £8.9 million to a well-established sponsor secured by a business park in the South-East of England. The Master Fund is now 60% invested and the investment adviser of the Master Fund is in advanced discussions on a pipeline of 8 opportunities totaling £210.0 million.
In overview, although the investment deployment has been slower than originally anticipated, the overall portfolio risk profile is more conservative without compromising on the expected returns.
Investment Performance
The Company's NAV as at 30 June 2012 was 98.1 pence per ordinary share. During the first half of the year the Company had received distributions from the Master Fund totaling £1.424 million, and paid two dividends of 1.0 pence per ordinary share resulting in an aggregate cash dividend of £1.520 million. This represents an annualised yield of 4.0 per cent on the issue price per share at the time of the Company's IPO. It is the Board's intention to continue to pay quarterly dividends, which it anticipates will increase as the commitments of Limited Partners are drawn down and invested by the Master Fund.
Please refer to the Investment Adviser's Report which details the outlook and performance of the Master Fund for the period. The outlook and performance of the Company is considered to be closely aligned with that of the Master Fund.
Share Buybacks
During the period, the Board authorised the purchase and cancelation of a limited number of shares in the Company in order to manage the discount of the share price to the Company's NAV, using cash that will not be drawn down by the Master Fund as disclosed further in note 10. The share buybacks have been accretive to the value of the remaining shares, and have not affected the Company's liability to the Master Fund with regards to its commitment for investment purposes.
As at 30 June 2012, the Company had acquired 162,821 shares at an average price of 90.52 pence per ordinary share. The repurchased shares have since been cancelled, leaving 75,813,428 ordinary shares outstanding with voting rights. Subsequent to 30 June 2012, up to the date of this report, a further 106,865 shares have been bought back and cancelled.
Investment Advisory Mandate
The investment team led by Dale Lattanzio, Cyrus Korat and Rob Clayton (the "Investment Team"), that provides investment advice to the Company and Master Fund, has formed DRC Capital LLP ("DRC") an independent investment adviser and asset manager dedicated to the real estate debt sector in Europe www.drccap.com.
DRC and Duet Private Equity Limited ("DPEL") formed ERED Investment Adviser LLP ("ERED"), a joint venture through which the Investment Team will continue to provide investment advice to the Company and Master Fund.
On 11 May 2012, the Company, DPEL and ERED completed a deed of novation in relation to the Investment Advisory Agreement entered into between the Company and DPEL, dated 18 February 2011 (the "Investment Advisory Agreement"). Pursuant to the deed of novation, the Investment Advisory Agreement remains in full force and effect with ERED assuming the role of investment adviser to the Company in the place of DPEL.
Outlook
Given the steady stream of investment opportunities that the investment adviser of the Master Fund has been receiving, I remain confident that their prioritising of deal selection in this environment will result in a portfolio that achieves the desired returns whilst minimising risk. They have seen a notable uptick in the willingness and creativity of certain banks to make progress in the shrinkage of their balance sheets, which is providing for a strong active pipeline. Although the investment deployment has been slower than originally anticipated the overall portfolio risk profile is more conservative without having to compromise on expected returns.
Quentin Burgess
Chairman
23 August 2012
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 2012, 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, the ability of the Master Fund to make further investments, 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 Net Asset Value.
·; The Company and the Master Fund are exposed to changes in tax and other laws, accounting standards or regulation and any consequential 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 decisions of the Master Fund, in which it has committed to invest 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.
·; There can be no assurance that the Master Fund will be able to invest in assets on attractive terms or generate any investment returns.
·; There is no guarantee that the Master Fund will be able to invest fully the total amount of commitments it has received, or that suitable investments will be or can be made, or that any investments will be successful.
·; 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 the value of its investment.
·; There is currency risk in the Master Fund from material movements in the exchange rate between Pounds Sterling and the currency in which certain investments are made. To limit foreign currency risk the Master Fund uses currency swaps to hedge its exposure but there is no guarantee that these swaps and hedges will be effective.
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 2011.
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 level of cash cover for commitments made to invest in the Master Fund, projected cash inflows and the level of ongoing expenses.
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 IAS 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) includes 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:
David Staples
Director
23 August 2012
Investment Adviser's Report
2012 picked up where 2011 left off for the European property markets. There was a continued trend of falling rental values and capital value declines as the market grappled with the lack of European economic growth which continued to pose challenges. During volatile market conditions we have witnessed the banks adopting defensive postures which are designed to protect their capital and liquidity positions. Therefore, we have seen less bank activity focused on new lending or working out of existing positions while market turbulence has prevailed.
Our position as investors in these times is to adopt a patient approach as lack of activity simply translates into a larger opportunity for the Master Fund to invest in the near future. The uncertainty also causes us to constantly test our thinking and underwriting assumptions to make certain we are providing the income and total return that investors expect, while maintaining a resilient risk profile.
The portfolio that we have invested in thus far demonstrates this philosophy. Our weighted average Loan To Value ratio ("LTV") is substantially below the top end of our range and we would expect future deals to maintain this profile. While the volatility causes us to pause and ensure we are maintaining the strong risk adjusted return profile, it is also creating much opportunity. Our active pipeline suggests that we will continue to maintain the income and risk profile of future investments and that it will be consistent with the profile of the existing deals.
We have chosen to refuse several transactions recently that were high profile and of substantial size as we feel compelled more than ever to maintain the right balance of risk and reward for investors. Nevertheless, the market continues to open more broadly and further significant transactions will result in the coming months.
Investments held by Master Fund as at 23 August 2012
Investment Type | Asset Type | Country | Amount | LTV | Projected IRR |
Loan 1 | Hotels | UK, Netherlands | £40.0m | 62% | 13.8% |
Loan 2 | Offices | France | €35.0m | 55% | 16.0% |
Loan 3 | Retail | Germany | €22.1m | 72% | 13.4% |
Loan 4 | Retail | Denmark | €19.5m | 74% | 15.4% |
Loan 5 | Offices | UK | £15.4m | 80% | 14.2% |
Loan 6 | Hotels | Germany | €14.5m | 55% | 14.3% |
Loan 7 | Healthcare | UK | £15.3m | 90% | 12.3% |
Loan 8 | Industrial | France | €11.6m | 67% | 15.3% |
Loan 9 | Offices | UK | £8.9m | 50% | 12.5% |
CMBS 1 * | Offices | UK | £9.7m | 70% | 17.7% |
CMBS 2 * | Healthcare | UK | £3.9m | 58% | 14.4% |
Total | £179.4m | 65%** | 14.5%** |
*commercial mortgage backed security **weighted average
ERED Investment Adviser LLP
August 2012
Independent review report to Duet Real Estate Finance Limited
Introduction
We 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 2012, 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 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 Services 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 2012 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 Services Authority.
PricewaterhouseCoopers CI LLPChartered AccountantsGuernsey, Channel Islands
23 August 2012
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 interim 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 2012
Period from 1 January to 30 June 2012 | Period from 7 January to 30 June 2011 | ||
(unaudited) | (unaudited) | ||
Note | £ | £ | |
Investment income | 1,493,179 | 36,490 | |
Net change in fair value on financial assets at fair value through profit or loss | 731,563 | (234,779) | |
Other income - subscription premia | - | 529,775 | |
Other income | - | 50,000 | |
Expenses | 7 | (153,069) | (1,097,414) |
________ | _______ | ||
Profit/(loss) for the period and total comprehensive income | 2,071,673 | (715,928) | |
════════ | ═══════ | ||
Earnings/(loss) per ordinary share | 8 | 2.73 pence | (1.4) pence |
The notes form an integral part of these condensed interim financial statements.
Condensed Statement of Financial Position
as at 30 June 2012
30 June 2012 | 31 December 2011 | ||
(unaudited) | (audited) | ||
Note | £ | £ | |
Assets | |||
Non-current assets |
|
|
|
Financial assets at fair value through profit or loss | 10 | 43,362,576 | 37,542,578 |
_________ | _________ | ||
Current assets | |||
Interest receivable | 8,839 | 13,577 | |
Receivables | 32,692 | 19,536 | |
Cash and cash equivalents | 13 | 31,090,698 | 36,453,786 |
_________ | _________ | ||
| 31,132,229 | 36,486,899 | |
_________ | _________ | ||
Total assets | 74,494,805 | 74,029,477 | |
_________ | _________ | ||
Liabilities | |||
Current liabilities | |||
Payables | 11 | (103,552) | (42,992) |
_________ | _________ | ||
Net assets | 74,391,253 | 73,986,485 | |
| ═════════ | ═════════ | |
| |||
Equity shareholders' funds | |||
| |||
Share capital | 12 | 75,893,810 | 76,041,191 |
Revenue reserves | (1,502,557) | (2,054,706) | |
_________ | _________ | ||
| 74,391,253 | 73,986,485 | |
| ═════════ | ═════════ | |
| |||
Net asset value per share | 8 | 98.1 pence | 97.4 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 23 August 2012 and were signed on its behalf by:
David Staples
Director
Condensed Statement of Changes in Equity
for the period ended 30 June 2012
Sharecapital | Revenuereserves | Total | |||
Note | £ | £ | £ | ||
At inception | - | - | - | ||
Issue of shares | 50,000,000 | - | 50,000,000 | ||
Loss for the period and total comprehensive income | - | (715,928) | (715,928) | ||
_________ | ________ | _________ | |||
Balance as at 30 June 2011 (unaudited) | 50,000,000 | (715,928) | 49,284,072 | ||
‗‗‗‗‗‗‗‗‗ | ‗‗‗‗‗‗‗‗ | ‗‗‗‗‗‗‗‗‗ | |||
Balance at 1 January 2012 (audited) | 76,041,191 | (2,054,706) | 73,986,485 | ||
Purchase of own shares | 12 | (147,381) | - | (147,381) | |
Profit for the period and total comprehensive income | - | 2,071,673 | 2,071,673 | ||
Dividend paid | 9 | - | (1,519,524) | (1,519,524) | |
_________ | ________ | _________ | |||
Balance as at 30 June 2012 (unaudited) | 75,893,810 | (1,502,557) | 74,391,253 | ||
‗‗‗‗‗‗‗‗‗ | ‗‗‗‗‗‗‗‗ | ‗‗‗‗‗‗‗‗‗ | |||
| |||||
The notes form an integral part of these condensed interim financial statements.
Condensed Statement of Cash Flows
for the period ended 30 June 2012
Period from 1 January to 30 June 2012 | Period from 7 January to 30 June 2011 | ||
(unaudited) | (unaudited) | ||
Note | £ | £ | |
Cash flows from operating activities | |||
Profit/(loss) for the period and total comprehensive income | 2,071,673 | (715,928) | |
| |||
Purchase of investments | (5,088,435) | (29,986,038) | |
Equalisation received | - | 1,427,485 | |
| |||
Elimination of non-cash items: | |||
Net change in fair value of financial assets at fair value through profit or loss | (731,563) | 234,779 | |
| |||
Movements in working capital: | |||
(Increase) in receivables | (8,418) | (1,153,110) | |
(Decrease)/increase in payables | (25,348) | 92,802 | |
_________ | _________ | ||
Net cash outflow from operating activities | (3,782,091) | (30,100,010) | |
_________ | _________ | ||
| |||
Financing activities | |||
Issue of ordinary shares | - | 50,000,000 | |
Purchase of own shares | (61,473) | - | |
Dividend paid | (1,519,524) | - | |
_________ | _________ | ||
Net cash (outflow)/inflow from financing activities | (1,580,997) | 50,000,000 | |
_________ | _________ | ||
(Decrease)/increase in cash and cash equivalents | (5,363,088) | 19,899,990 | |
Cash and cash equivalents at start of period | 36,453,786 | - | |
_________ | _________ | ||
Cash and cash equivalents at end of period | 13 | 31,090,698 | 19,899,990 |
| ═════════ | ═════════ |
The notes form an integral part of these condensed interim financial statements.
Notes to the condensed interim financial statements for the period ended 30 June 2012
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 European Real Estate Debt Fund L.P. (the "Master Fund").
This condensed interim financial information was approved for issue on 23 August 2012. This condensed interim financial information does not constitute statutory accounts under Guernsey Company Law and has been reviewed by the independent auditors but not audited.
2. Basis of preparation
The condensed interim financial information for the six months ended 30 June 2012 has been prepared in accordance with the Disclosure and Transparency Rules of the Financial Services Authority and with IAS 34 "Interim Financial Reporting" as adopted by the European Union. This condensed interim financial information should be read in conjunction with the annual financial statements for the period ended 31 December 2011, 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 accounts 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
There are no new IFRS or IFRICs that are effective for the first time for this interim period that would be expected to have a material impact on the Company.
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 is likely to affect the Company's accounting for its financial assets. The standard is not applicable until 1 January 2015 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.
IFRS 10, 'Consolidated financial statements'; IFRS 11, 'Joint arrangements'; IFRS 12, 'Disclosures of interests in other entities'; and IFRS 13, 'Fair value measurement' have also been issued. All of these new standards are effective from 1 January 2013. The Company has yet to assess the full impact of these new standards.
4. Taxation
The Company is domiciled in Guernsey, Channel Islands. Under the current laws of Guernsey, there is 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 2012 | Period from 7 January to 30 June 2011 | |
(unaudited) | (unaudited) | |
£ | £ | |
Subscription premium and listing expenses | - | 1,000,000 |
Administration fees | 31,000 | 18,558 |
Directors' fees | 37,500 | 29,570 |
Audit fees | 10,632 | 11,112 |
Investment adviser's fees | 12,500 | 10,000 |
Legal and professional fees | 33,430 | 17,140 |
General expenses | 28,007 | 11,034 |
_______ | _______ | |
153,069 | 1,097,414 | |
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8. Earnings/(loss) per share and net asset value per share
The earnings/(loss) per share calculation is based on profit/(loss) for the period and total comprehensive income of £2,071,673 (30 June 2011: (£715,928)) and the weighted average number of shares in issue for the period of 75,966,619 (30 June 2011: 50,000,000).
Net asset value per share is based on net assets of £74,391,253 (31 December 2011: £73,986,485) divided by the 75,813,428 (31 December 2011: 75,976,249) Ordinary Shares in issue.
9. Dividends
30 June2012 | 30 June2011 | |
(unaudited) | (unaudited) | |
£ | £ | |
Amounts recognised as distributions to equity holders in the period: | ||
Dividend for the quarter ended 31 December 2011 of 1 pence per ordinary share paid on 23 March 2012 | 759,762 | - |
Dividend for the quarter ended 31 March 2012 of 1 pence per ordinary share paid on 15 June 2012 | 759,762 | - |
________ | _______ | |
1,519,524 | - | |
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10. Financial assets at fair value through profit or loss
30 June2012 | 31 December2011 | |
(unaudited) | (audited) | |
Non-current | Non-current | |
£ | £ | |
Opening cost | 38,946,398 | - |
Additions | 5,088,435 | 50,069,780 |
Equalisation | - | (11,123,382) |
_________ | _________ | |
Closing cost | 44,034,833 | 38,946,398 |
Unrealised loss on revaluation of investments | (672,257) | (1,403,820) |
_________ | _________ | |
Closing valuation | 43,362,576 | 37,542,578 |
═════════ | ═════════ |
The non-current investment comprises an investment in the Master Fund. The Company has a committed investment of £75,333,953 (31 December 2011: £75,333,953) of which £44,034,833 (31 December 2011: £38,946,398) had been drawn down as at the period end. The undrawn commitment to the Master Fund at 30 June 2012 was £31,299,120 (31 December 2011: £36,387,555). 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, on which the Company pays a reduced fee. The level of commitment that will not be drawn down is £1,046,000 as at 30 June 2012 (31 December 2011: £858,000).
Equalisation is paid to or received from the Master Fund when additional investors are admitted to the Master Fund, including the initial investment by the Company. Amounts are 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 is 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 equalization payments from the Master Fund in the period, as the Master Fund is closed to new investors (31 December 2011: £11,123,383 being £1,427,485 as a consequence of the Master Fund's fifth closing to admit new investors other than the Company and £9,695,898 as a consequence of the Master Fund's sixth closing to admit new investors other than the Company). No further equalisation amounts are expected to be received or paid in future periods.
In addition subscription premia are payable by the Company to the Master Fund as a condition of its investment in the Master Fund and are received from the Master Fund when it admits new investors on subsequent closings after the Company's initial investment. Subscription premia paid or received by the Company are treated as transaction costs or other income as appropriate.
On admission of the Company as an investor in the Master Fund a subscription premium was paid of £844,920 by the Company to the Master Fund. On subsequent commitment of further funds to the Master Fund following the secondary placing a further subscription premium of £527,661 was paid by the Company to the Master Fund. However, as part of the agreement with the Investment Adviser, this subscription premium was included in the calculation of the issue expenses, as the Investment Adviser had agreed to pay an amount to the Company so as to cap all issue costs at 2% of the IPO fund raising and similar arrangements applied to the second placing. During the period ended 30 June 2012 the Company did not receive any subscription premia as the Master Fund is closed to new investors (30 June 2011: £529,775 which was treated as income). No further subscription premia are expected to be received 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 2012. In addition to normal short term receivables/payables and cash balances, the investment portfolio held by the Master Fund as at 30 June 2012 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 Company's investment in the Master Fund is categorised as level 2 within the fair value hierarchy under IFRS 7, (as was the case at 31 December 2011), in that the fair value is based on inputs other than quoted prices included in level 1 that are observable either directly (as prices) or indirectly (derived from prices). There have been no transfers between levels during the six months to 30 June 2012.
11. Payables
30 June2012 | 31 December2011 | |
(unaudited) | (audited) | |
£ | £ | |
Audit fee payable | 10,000 | 20,000 |
Directors' fees payable | - | 18,750 |
Other payables | 7,644 | 4,242 |
Payable on purchase of own shares | 85,908 | - |
_________ | _________ | |
103,552 | 42,992 | |
═════════ | ═════════ |
12. Share capital
The authorised shares of the Company are as follows:
31 December 2011 and 30 June 2012 | |
| £ |
Authorised | |
Unlimited number of Ordinary Shares of no par value | - |
═════════ |
For the avoidance of doubt, the whole of the share capital account is distributable subject to meeting the solvency test criteria under Guernsey Company Law and any restrictions in the Articles of Incorporation of the Company.
| 30 June2012 | 31 December2011 | |
(unaudited) | (audited) | ||
Ordinary Shares | Number | Number | |
Opening balance | 75,976,249 | - | |
Issued during the period | - | 75,976,249 | |
Purchase of own shares | (162,821) | - | |
_________ | _________ | ||
Closing balance | 75,813,428 | 75,976,249 | |
═════════ | ═════════ | ||
30 June2012 | 31 December2011 | |
(unaudited) | (audited) | |
Share capital | £ | £ |
Opening balance | 76,041,191 | - |
On shares issued during the period | - | 76,041,191 |
Purchase of own shares | (147,381) | - |
_________ | _________ | |
Closing balance | 75,893,810 | 76,041,191 |
═════════ | ═════════ |
One share was issued on incorporation on 7 January 2011. A further 49,999,999 Ordinary Shares were issued at £1 per share on 14 March 2011 and 25,976,249 shares were issued at 100.25p per share on 16 August 2011.
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. The Company has a significant commitment to invest 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 162,821 of its own shares for £147,381.
The shares were bought back on the open market and were cancelled. The cancelled shares represented 0.2% of the voting rights.
13. Cash and cash equivalents
30 June2012 | 31 December2011 | ||
| (unaudited) | (audited) | |
| £ | £ | |
Cash and cash equivalents at end of the period comprise: | |||
Cash | 7,745 | 39,975 | |
Money market funds | 31,082,953 | 36,413,811 | |
_________ | _________ | ||
| 31,090,698 | 36,453,786 | |
| ═════════ | ═════════ | |
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 these should be read in conjunction with the Company's annual financial statements as at 31 December 2011.
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 investment advisory agreement was novated from Duet Private Equity Limited to ERED on 11 May 2012. The charge for the period was £12,500 (30 June 2011: £10,000) and £6,250 (31 December 2011: £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.
Under the terms of an agreement between the Company and the Investment Adviser dated 18 February 2011, Duet Private Equity Limited undertook to reimburse the Company issue expenses and/or subscription premia such that the amount available to be committed to the Master Fund was equal to at least 98% of the gross issue proceeds. The effect of this agreement was to cap the Company's exposure to costs at the initial IPO to a maximum of 2% of the IPO proceeds raised. The rebate due under this agreement during the period was £Nil (30 June 2011: £1,059,074).
Transactions and balances with the Master Fund are disclosed in note 10.
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. No other Director who held office at 30 June 2012 had an interest in the ordinary shares of the Company. There have been no changes in the interests of the Directors since 31 December 2011.
16. Subsequent events
The Company declared a dividend of 1.0 pence per Ordinary Share payable on 28 September 2012 to those shareholders on the register on 7 September 2012.
A drawdown notice was received from the Master Fund requiring payment of £5,414,974 to the Master Fund on 9 August 2012.
On 20 August 2012, £1,799,369 was received from the Master Fund, of which £1,047,283 was a return of capital and £752,086 was a distribution of investment income.
Subsequent to 30 June 2012, up to the date of this report, a further 106,865 shares have been bought back for £95,801 and cancelled.
Corporate information
Directors Quentin Burgess (Chairman) John Falla David Staples
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 27 Hill Street London W1J 5NQ
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
Joe Winkley
Neil Langford
Related Shares:
DREF.L