EUROPA INVEST S.A. Audited annual accounts as at 31st December Société Anonyme. Registered Office: 14, Boulevard Royal L-2449 Luxembourg

Transcription

1 Audited annual accounts as at 31st December 2015 OPA INVEST S.A. Société Anonyme Registered Office: 14, Boulevard Royal L-2449 Luxembourg R.C.S. Luxembourg: B

2 Table of contents Organisation... 2 Audit report... 3 Balance sheet... 5 Profit and loss account... 7 Notes to the annual accounts

3 Organisation Registered Office OPA INVEST S.A. Société Anonyme 14, Boulevard Royal L-2449 LUXEMBOURG Board of Directors Chairman of the Board of Directors Cirus ANDREU CABOT General Manager BANSABADELL INVERSIÓN, S.A., S.G.I.I.C., Sociedad Unipersonal Parc d Activitats Econòmiques Can Sant Joan, Carrer del Sena, 12 SP SANT CUGAT DEL VALLÈS, BARCELONA Directors Santiago ALONSO MORLANS Chief Financial Officer BANSABADELL INVERSIÓN, S.A., S.G.I.I.C., Sociedad Unipersonal Parc d Activitats Econòmiques Can Sant Joan, Carrer del Sena, 12 SP SANT CUGAT DEL VALLÈS, BARCELONA Xavier ASPACHS ALEGRE Head of Mortgage Resolution Process BANCO DE SABADELL, S.A. Parc d Activitats Econòmiques Can Sant Joan, Carrer del Sena, 12 SP SANT CUGAT DEL VALLÈS, BARCELONA Eric CHINCHON Partner ME BUSINESS SOLUTIONS S.à.r.l. 16, Rue Jean-Pierre Brasseur L-1258 LUXEMBOURG Omar MIRANDA Independent Director ME BUSINESS SOLUTIONS S.à r.l. 16, Rue Jean-Pierre Brasseur L-1258 LUXEMBOURG Managers Xavier MASIP LLONCH Didier MORIN José Antonio PÉREZ ROGER Auditor PRICEWATERHOUSECOOPERS, Société coopérative 2, Rue Gerhard Mercator L-2182 LUXEMBOURG 2

4 Audit report To the Shareholders of OPA INVEST S.A. Following our appointment by the General Meeting of the Shareholders dated 15th April 2015, we have audited the accompanying annual accounts of OPA INVEST S.A., which comprise the balance sheet as at 31st December 2015, the profit and loss account for the year then ended and a summary of significant accounting policies and other explanatory information. Board of Directors responsibility for the annual accounts The Board of Directors is responsible for the preparation and fair presentation of these annual accounts in accordance with Luxembourg legal and regulatory requirements relating to the preparation of the annual accounts, and for such internal control as the Board of Directors determines is necessary to enable the preparation of annual accounts that are free from material misstatement, whether due to fraud or error. Responsibility of the "Réviseur d entreprises agréé" Our responsibility is to express an opinion on these annual accounts based on our audit. We conducted our audit in accordance with International Standards on Auditing as adopted for Luxembourg by the "Commission de Surveillance du Secteur Financier". Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the annual accounts are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the annual accounts. The procedures selected depend on the judgment of the "Réviseur d entreprises agréé", including the assessment of the risks of material misstatement of the annual accounts, whether due to fraud or error. In making those risk assessments, the "Réviseur d entreprises agréé" considers internal control relevant to the entity s preparation and fair presentation of the annual accounts in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors, as well as evaluating the overall presentation of the annual accounts. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. PricewaterhouseCoopers, Société coopérative, 2 rue Gerhard Mercator, B.P. 1443, L-1014 Luxembourg T: , F: , Cabinet de révision agréé. Expert-comptable (autorisation gouvernementale n ) R.C.S. Luxembourg B TVA LU

5 & we Audit report (continued) Opinion ln our opinion, the annual accounts give a true and fair view of the financial position of OPA INVEST S.A. as of 31st December 2015, and of the results of its operations for the year then ended in accordance with Luxembourg legal and regulatory requirements relating to the preparation of the annual accounts. PricewaterhouseCoopers, Soci6t6 coop6rative Represented by Luxembourg,24th March 2A16

6 Balance sheet as at 31st December 2015 and 31st December 2014 ASSETS Notes Subcribed capital unpaid Subscribed capital not called Subscribed capital called but unpaid Formation expenses Fixed assets Intangible fixed assets Tangible fixed assets Financial fixed assets Current assets 590, , Inventories Debtors (2b) 87, , becoming due and payable within one year 87, , becoming due and payable after more than one year Transferable securities and other financial instruments Cash at bank, cash in postal cheque accounts, cheques and cash in hand 502, , Prepayments TOTAL ASSETS 590, , The notes are an integral part of these accounts. 5

7 Balance sheet as at 31st December 2015 and 31st December 2014 (continued) LIABILITIES Notes Capital and reserves (5) 516, , Subscribed capital (3) 125, , Share premium and similar premiums Revaluation reserves Reserves (4); (5) 40, , Profit or loss brought forward (5) 280, , Profit or loss for the financial year (5) 70, , Interim dividends Capital investment subsidies Temporarily not taxable capital gains Subordinated debts becoming due and payable within one year becoming due and payable after more than one year Provisions 46, , Non-subordinated debts (2d) 27, , becoming due and payable within one year 27, , becoming due and payable after more than one year Deferred income TOTAL LIABILITIES 590, , The notes are an integral part of these accounts. 6

8 Profit and loss account for the year ended 31st December 2015 and 31st December 2014 CHARGES Notes Gross loss (7) 45, , Staff costs Salaries and wages Social security on salaries and wages Supplementary pension costs Other social costs Value adjustments on formation expenses and on tangible and intangible fixed assets on current assets Other operating charges (7) 202, , Value adjustments and fair value adjustments on financial fixed assets Value adjustments and fair value adjustments on financial current assets. Loss on disposal of transferable securities Interest and other financial charges concerning affiliated undertakings other interest and similar financial charges Share of losses of undertakings accounted for under the equity method Extraordinary charges Income tax (8) 22, , Other taxes not included in the previous caption (8) 7, , Profit for the financial year (5) 70, , TOTAL CHARGES 347, , The notes are an integral part of these accounts. 7

9 Profit and loss account for the year ended 31st December 2015 and 31st December 2014 (continued) INCOME Notes Gross profit (6) 346, , Reversal of value adjustements on formation expenses and on tangible and intangible fixed assets on current assets Income from financial fixed assets derived from affiliated undertakings other income from participating interests Income from financial current assets derived from affiliated undertakings other income from financial current assets Other interest and other financial income derived from affiliated undertakings other interest and similar financial income Share of profits of undertakings accounted for under the equity method Extraordinary income (9) , Loss for the financial year TOTAL INCOME 347, , The notes are an integral part of these accounts. 8

10 Notes to the annual accounts as at 31st December General information The purpose of OPA INVEST S.A. (the "Company"), which was established on 7th October 1991 for an indefinite period in the form of a société anonyme, is the collective portfolio management of one or several Luxembourg and / or foreign collective investment funds / undertakings. This activity includes the following functions: investment management, administration and marketing of the funds / undertakings. The Company is governed by Chapter 15 of the law of 17th December 2010 relating to Undertakings for Collective Investment, as amended from time to time. As at 31st December 2015, OPA INVEST S.A. is managing one investment fund: Sabadell Funds SICAV. With effective date on 30th October 2015 OPA MANAGED ASSETS, also managed by OPA INVEST S.A. until merger date, merged into SABADELL FUNDS SICAV - NOVOPE, a sub-fund of SABADELL FUNDS SICAV. The Company is included in the consolidated accounts of BANSABADELL INVERSIÓN, S.A., S.G.I.I.C., Sociedad Unipersonal. The consolidated accounts are available at the following domicile: Carrer del Sena 12, SP SANT CUGAT DEL VALLÈS, BARCELONA. 2. Significant accounting policies The Company maintains its accounts in euro (). The annual accounts have been prepared in accordance with Luxembourg legal and regulatory requirements under the historical cost convention. Accounting policies and valuation rules are, besides the ones laid down by the law of 10th December 2010, as amended, determined and applied by the Board of Directors. The preparation of annual accounts requires the use of certain critical accounting estimates. It also requires the Board of Directors to exercise their judgement in the process of applying the accounting policies. Changes in assumptions may have a significant impact on the annual accounts in the period in which the assumptions changed. Management believes that the underlying assumptions are appropriate and that the annual accounts therefore present the financial position and results fairly. The Company makes estimates and assumptions that affect the reported amounts of assets and liabilities in the next financial year. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Company's principal valuation rules may be summarised as follows: (a) Formation expenses The formation expenses for the investment funds managed by OPA INVEST S.A. are totally amortised. (b) Debtors Debtors are valued at their nominal value. They are subject to value adjustments where their recovery is compromised, these value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply. 9

11 Notes to the annual accounts as at 31st December 2015 (continued) (c) Conversion of foreign currencies Income and expenses expressed in a currency other than the are converted into at the exchange rate applicable at the time of the transaction. Assets and liabilities expressed in a currency other than the are converted into at the exchange rate applicable at the end of the financial year. Exchange rate differences resulting from this conversion, if any, are recorded in a dedicated caption in the profit and loss account for the financial year. (d) Debts Where the amount repayable on account is greater than the amount received, the difference is recorded in the profit and loss account when the debt is received. 3. Subscribed capital The share capital amounts to 125,000 represented by 5,000 fully paid-up shares having a face value of 25 each. 4. Reserves 5% of the net earnings must be levied each year to form the reserve fund required by Luxembourg law. This levy shall cease to be mandatory when the reserve fund reaches 10% of the subscribed capital. The legal reserve may not be distributed. The caption "Reserves" in the Liabilities includes the "Other reserve" which is designated for the Net Wealth reduction as provided by 8a of the Net Wealth Tax law. The 2014/2015 Net Wealth Tax reserve amounts to 3, Movements for the year on the reserves and profit and loss items Subscribed Legal Other Profit brought Profit/loss for the Total capital reserve reserve forward financial year As at 31st December , , , , , , Allocation decided by AGM held on 15th April , , Result of the year , , As at 31st December , , , , , ,

12 Notes to the annual accounts as at 31st December 2015 (continued) 6. Gross profit The Company receives management and distribution commissions for the investment funds under management. - For Sabadell Funds SICAV, the commissions are calculated on the average net assets of the subfunds and assessed after each month and paid quarterly. - For OPA MANAGED ASSETS (merged on 30th October 2015), the management commission was calculated on the average net assets of the investment fund and assessed after each month and paid quarterly. The distribution commission was calculated on the average net assets of the investment fund and assessed after each month and paid monthly. The rates of these commissions are fixed for the investment funds, as follows: Management commissions Distribution commissions OPA MANAGED ASSETS (merged on 30th October 2015) 1.10% p.a. 1.00% p.a. SABADELL FUNDS SICAV DOLLAR PORTFOLIO (formerly AMERCAN) NOVOPE 0.90% p.a. (since 27th April 2015) 1.60% p.a.(until 26th April 2015) 1.60% p.a. Not applicable (since 27th April 2015) 1.00% p.a. (until 26th April 2015) 0.15% p.a. (since 1st November 2015) 1.00% p.a. (until 30th October 2015) CAPITAL APPRECIATION % p.a. (min 60,000 ) Not applicable CAPITAL APPRECIATION % p.a. (min 60,000 ) Not applicable CAPITAL APPRECIATION % p.a. Not applicable STERLING PORTFOLIO (launched on 2nd June 2015) 0.90 % p.a. Not applicable 7. Gross loss and other operating charges The other operating charges are composed by: I) Gross loss The Company pays management and distribution fees to the Investment Manager (BANSABADELL INVERSIÓN, S.A., S.G.I.I.C., Sociedad Unipersonal) and to the Distributor (BANSABADELL INVERSIÓN, S.A., S.G.I.I.C., Sociedad Unipersonal) of the investment funds managed by the Company. a) For Sabadell Funds SICAV: Under the terms of the Investment Management Agreement dated 28th September 2007 as amended (last modification being effective as from 2nd July 2012), a management fee is paid by OPA INVEST S.A. to BANSABADELL INVERSIÓN, S.A., S.G.I.I.C., Sociedad Unipersonal (Investment Manager). Under the terms of the Distribution Agreement dated 28th September 2007 as amended (last modification being effective as from 1st November 2015), a distribution fee is paid by OPA INVEST S.A. to BANSABADELL INVERSIÓN, S.A., S.G.I.I.C., Sociedad Unipersonal. 11

13 Notes to the annual accounts as at 31st December 2015 (continued) These management and distribution fees are stated in the table below: SABADELL FUNDS SICAV DOLLAR PORTFOLIO (formerly AMERCAN) NOVOPE CAPITAL APPRECIATION 1 CAPITAL APPRECIATION 2 CAPITAL APPRECIATION 3 STERLING PORTFOLIO (launched on 2nd June 2015) Management fees 5% of the management commission perceived by the Company 5% of the management commission perceived by the Company 5% of the management commission perceived by the Company 5% of the management commission perceived by the Company 5% of the management commission perceived by the Company 5% of the management commission perceived by the Company Distribution fees Not applicable (since 27th April 2015) 0.14% of the average net assets p.a. (until 26th April 2015) 0.01% of the average net assets p.a. (since 1st November 2015) 0.14% of the average net assets p.a. (until 31st October 2015) Not applicable Not applicable Not applicable Not applicable The management fees are paid quarterly. The distribution fees are calculated on the average net assets of the sub-funds during the relevant period and assessed after each month and paid quarterly. b) For OPA MANAGED ASSETS (merged on 30th October 2015): Under the terms of the Investment Management Agreement dated 13th February 2007, the management fee to be paid by OPA INVEST S.A. to BANSABADELL INVERSIÓN, S.A., S.G.I.I.C., Sociedad Unipersonal (Investment Manager) amounted to 1% calculated over the average net assets of the investment fund during the relevant period. The management fee was calculated on the average net assets of the investment fund, assessed after each month and paid quarterly. Under the terms of the Distribution Agreement dated 13th February 2007 and its modification dated 30th May 2012, the distribution fee to be paid by OPA INVEST S.A. to BANSABADELL INVERSIÓN, S.A., S.G.I.I.C., Sociedad Unipersonal amounted to 1% calculated over the average net assets of the investment fund during the relevant period. The distribution fee was calculated on the average net assets of the investment fund, assessed after each month and paid quarterly. II) Other operating charges The other operating charges in the profit and loss account correspond mainly to administration fees, domiciliation fees, directors fees, audit fees, expert fees, legal fees, rental fees and CSSF fees. 8. Income tax and other taxes not included in the previous caption The Company is subject in Luxembourg to the tax laws applicable to all companies. Provisions for taxation correspond to the tax liability estimated by the Company for the financial years for which no final tax assessment notices have been received yet. 12

14 Notes to the annual accounts as at 31st December 2015 (continued) 9. Extraordinary income The caption "Extraordinary income" in the profit and loss account corresponds to reimbursement of taxes from Presentation of the comparative data The figures for the year ended 31st December 2014 have been reclassified to ensure comparability with the figures for the year ended 31st December