Novus Capital luxembourg S.A.

Transcription

1 Novus Capital luxembourg S.A. ANNUAL ACCOUNTS AND REPORT OF THE REVIS D'ENTREPRISES AGREE FOR THE FINANCIAL PERIOD FROM 26 JANUARY 2010 (INCORPORATION DATE) TO 31 MARCH 2011 Address: Avenue du X Septembre L-2550 Luxembourg RCS luxembourg : B

2 Novus Capital Luxembourg S.A. Table of contents Page 1. Report of the Reviseur d'entreprises Agree 2 2. Management report 4 3. Balance sheet as at 31 March Profit and loss account for the period from 26 January 2010 (incorporation date) to 31 March Balance sheet as at 31 March 2011 per compartment 8 6. Profit and loss account per compartment for the period 9 from 26 January 2010 (incorporation date) to 31 March Notes to the annual accounts as at 31 March

3 Deloitte. To the Shareholders of Novus Capital Luxembourg S.A A venue du X Septembre L-2550 Luxembourg Deloitte Aud 1t Societe a responsabilite ltmitee 560, rue de Neudorf L-2220 Luxembourg B.P L Luxembourg Tel: Fax: REPORT OF THE REVIS D'ENTREPRISES AGREE Following our appointment by Board of Directors of the Company, we have audited the accompanying annual accounts ofnovus Capital Luxembourg S.A., which comprise the Balance Sheet as at March 3 I, 20 I I and the Profit and Loss account for the period then ended and a summary of significant accounting policies and other explanatory information. Responsibility of the Board of Directors 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 reviseur d 'entreprises agree 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 whether the annual accounts are free from material misstatement. Sooete a responsab11ite llm1tee au cap11al de RCS Luxembourg B

4 Deloitte An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the annual accounts. The procedures selected depend on the reviseur d 'entreprises agree 's judgment, 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 reviseur d 'entreprises agree 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. Opinion In our opinion, the annual accounts give a true and fair view of the financial position ofnovus Capital Luxembourg S.A. as of March 31, 20 II, and ofthe results of its operations for the period then ended in accordance with Luxembourg legal and regulatory requirements relating to the preparation of the annual accounts. Other matter Supplementary information included in the annual report has been reviewed in the context of our mandate but has not been subject to specific audit procedures carried out in accordance with the standards described above. Consequently, we express no opinion on such information. However, we have no observation to make concerning such information in the context of the financial statements taken as a whole. For Deloitte Audit, Cabinet de revision agree Johnny Yip, Reviseur Partner January I 0, 2012

5 Novus Capital Luxembourg S.A. 2. MANAGEMENT REPORT The Board of Directors of Novus Capital Luxembourg S.A. (the "Company") herewith submits its report for the financial period from 26 January 2010 (incorporation date) to 31 March General The Company is a securitisation company within the meaning of the law of 22 March 2004 on securitisation and has as its corporate purpose the securitisation of collateral bonds. Summary of activities In February 2011 the Company became a party to a programme agreement dated 26 June 2009, in which Novus Capital pic is initial issuer under the "Novus" Structured Issuance Programme (the "Programme") as defined in a Base Prospectus. On 24 February 2011 the Company created two compartments respectively named "2011-(1) Compartment" and "2011-(2) Compartment". On 25 February 2011 the 2011-(1) Compartment issued Series ,000,000 Interest Rate Asset Swap Notes due 15 September 2041 (the "Series ") and the 2011-(2) Compartment issued Series ,000,000 Interest Rate Asset Swap Notes due 15 September 2041 (the "Series ", and referred to together with Se ries as the "Notes"). The net proceeds of each issue of Notes were used in acquiring initial collateral bonds for a purchase price of respectively 32,000,000 and 18,000,000. The Notc5 arc backed by subntantially all of the assets of the Company, consinting o f the Company'5 right, title and interest in the collateral bonds. The Notes are direct, secured and limited recourse obligation of the Company, whereby the Company pays only those amounts, which are actually available to it, being essentially the amounts received from the collateral bonds and the amounts received or paid under the Swap Transactions. As at 31 March 2011 no redemption or sale of collateral bonds and no redemption of Notes have taken place. Acquisition of own shares During the period ended 31 March 2011 the Company has not purchased any of its own shares. Research and development activities The Company was neither involved nor participated in any kind of research or development activities in the period ended 31 March Branches of t he Company The Company does not have any branches. Board of Directors At mcorporation date Mrs P.J.S. Dunselman, Mrs Z.H. Cammans and Mr B.H. Hoftijzer were appointed as Directors of the Company. No change has taken place in the Board of Directors since incorporation date. Audit Committee The Company does not enter into any operation other than those described in the Base Prospectus; it has delegated to the Corporate Services Provider, on February 3, 2010, the financial reporting process and the supervision of the statutory audit: therefore it considers not necessary to have either an audit committee or an administrative or supervisory body entrusted to canry out the functions of an audit committee. -4-

6 Novus Capital Luxembourg S.A. 2. MANAGEMENT REPORT Subsequent events In July 2011 the Company created two compartments named respectively "2011 -(3) Compartment" and "2011-(4) Compartment". The 2011-(3) Compartment issued Series ,000,000 Interest Rate Asset Swap Notes due 15 September 2041 (the "Series 2011-{)3") and the 2011-(4) Compartment issued Series ,000,000 Interest Rate Asset Swap Notes due 15 September 2041 (the "Series 2011-{)4"). The net proceeds of those issues of Notes were used in acquiring initial collateral bonds for a purchase price of respectively 25,000,000 and 35,000,000. In respectively November and December the Company created two compartments named "201 1-(5) Compartment and "2011- (6) Compartment". The 2011-(5) Compartment issued Series ,000,000 Interest Rate Asset Swap Notes due 15 September 2017 (the "Series ") and the 2011-(6) Compartment issued Series ,000,000 Interest Rate Asset Swap Notes due 15 September 2026 (the "Series "). The net proceeds of those issues of Notes were used in acquiring initial collateral bonds for a purchase price of respectively 100,000,000 and 45,000,000. No events have occurred subsequent to the period-end which would have a material impact on the financial statements as at 31 March Future outlook No material changes in activities are contemplated during the next financial year. Luxembourg, 10 January

7 Novus Capital luxembourg S.A. 3. BALANCE SHEET AS AT 31 MARCH 2011 Notes 31/03/2011 ASSETS Fixed assets Financial assets 2, ,000 Total fixed assets 50,000,000 Current assets Other debtors 2, 4 - becomir>g due and payable within ooc year Cash at bank 5 23,008 Total current assets 343,563 Total Assets 50,343,563 LIABILITIES Capital and reserves Subscribed capital 6 31,000 Profit I (l oss) for the financial period (7,992) Total capital and reserves 23,008 Creditors Notes issued 2, 8 - becoming due and payable af1er more than 5 years 50,000,000 Total creditors ,000 Accruals and deferred income 2, 9 320, ,555 Tot al liabilities 50,343,563 The accompanying notes form an integral part of these annual accounts. -6-

8 Novus Capit al Luxembourg S.A. 4. PROFIT AND LOSS ACCOUNT FOR THE PERIOD FROM 26 JANUARY 2010 (INCORPORATION DATE) TO 31 MARCH 2011 Notes 31/03/2011 CHARGES Other operating charges Interest payable and similar charges - Other interest payable and similar charges , ,867 Total charges 393,859 INCOME Income from financial fixed assets - derived from secunties held as fixed assets Other interest receivable and similar income - other interest receivable and similar income Loss for the financial period , ,500 7,992 Total income 393,859 The accompanying notes form an integral part of these annual accounts. - 7-

9 Novus Capital luxembourg S.A. 5. BALANCE SHEET AS AT 31 MARCH 2011 PER COMPARTMENT Notes General ce l Cp. 2011::{2) TOTAL ASSETS Fixed assets Financial assets 2, 3 32,000,000 18,000,000 50,000,000 Total fixed assets 32,000,000 18,000,000 50,000,000 Current assets Other debtors 2,4 - becoming due and payable \'A thin one year 205, , ,555 Cash at bank 5 23,008 23,008 Total current assets 23, , , ,563 Total Assets 23,008 32,205,155 18,115,400 50,343,563 LIABILITIES Capital and reserves Subscribed capital 6 31,000 31,000 Profit I (Loss) for the financial period (7,992) (7,992) Total capital and reserves 23,008 23,008 Creditors Notes issued 2, 8 - becoming due and payable after more than 5 years 32,000,000 18,000,000 50,000,000 Total creditors 32,000,000 18,000,000 50,000,000 Accruals and deferred income 2,9 205, , , , , ,555 Total Liabilities 23,008 32,205,155 18,115,400 50,343,563 The accompanying notes form an integral part of these annual accounts. -8-

10 Novus Capital Luxembourg S.A. 6. PROFIT AND LOSS ACCOUNT PER COMPARTMENT FOR THE PERIOD FROM 26 J ANUARY 2010 (INCORPORATION DATE) TO 31 MARCH 2011 Notes General Cp ::{1) Cp. 2011::{2) TOTAL CHARGES Other operating charges 10 7,992 Interest payable and similar charges Other interest payable and similar charges 11 Total charges 7,992 7, , , , , , ,859 INCOME Income from financial fixed assets 12. derived from securities held as fixed assets Other interest receivable and similar income 13 - other interest receivable and similar income Loss for the financial period 7,992 Total income 7,992 78,955 44, , ,000 94, ,500 7, , , ,859 The accompanying notes form an integral part of these annual accounts.. 9.

11 Novus Capital Luxembourg S.A. 7. NOTES TO THE ANNUAL ACCOUNTS AS AT 31 MARCH 2011 Note 1 - General information Novus Capital Luxembourg S.A. (hereafter the "Company") is a Luxembourg public limited company incorporated in Luxembourg on 26 January 2010 for an unlimited period under the legal form of "Societe Anonyme" having its corporate office at 52-54, Avenue dux Septembre. L-2550 Luxembourg, Grand-Duchy of Luxembourg. The Company is registered at the Registre du Commerce et des Societes of Luxembourg City under number The accounting year of the Company begins 1 April and terminates on 31 March, except for the first period of activity which begins on 26 January 2010, dale of incorporation. and terminates on 31 March The purpose of the Company is the securitisation, within the meaning of the Luxembourg Law of 22 March 2004 on securitisations as amended (hereinafter the "Securitisation Law"), of receivables arising from collateral bonds (the "Permitted Assets"). The Company may enter into any agreement and perform any action necessary or useful for the purposes of securitising Permitted Assets, including, without limitation, disposing of its assets in accordance with the relevant agreements. The Company may only carry out the above activities if and to the extent that they are compatible with the Securilisation Law. The Company is not included in consolidated accounts. Note 2 - Summary of significant accounting principles 2.1 Basis of preparation The annual accounts have been prepared in accordance with Luxembourg legal and regulatory requirements. Accounting policies and valuation rules are, besides the ones laid down by the law, determined and applied by the Board of Directors. The Company is classified as small company under the article 35 of the Luxembourg Law of 19 December 2002 on commercial companies register and on the accounting records and annual accounts of undertakings as amended. 2.2 Significant accounting policies The main valuation rules applied by the Company are the following: Formation expenses The formation expenses of the Company are directly charged to the profit and loss account of the period Financial assets Permitted Assets included in financial assets are recorded at their acquisition cost less any impairment in value, which, in the opinion of the management, can be considered as permanent Other debtors Other debtors are recorded at their nominal value. They are subject to value adjustments where their recoverability is either uncertain or compromised. These value adjustments are not continued if the reason for which the value adjustments were made has ceased to apply Accruals and deferred income This liability item includes income received during the financial period but relating to a subsequent financial period Notes issued Notes issued are stated at par value less any repayments made to their principal Creditors Where the amount repayable on any debt exceeds the amount received. the difference may be accounted for in the profit and loss account when the debt is issued. - IO-

12 Novus Capital Luxembourg S.A. 7. NOTES TO THE ANNUAL ACCOUNTS AS AT 31 MARCH Continued Interest receivable and payable Interest receivable and payable are recorded on an accrual basis. Note 3 - Financial assets Collateral Bonds Acquisition Cos/ Acquisition during the period 50,000,000 Balance as at 31 March 50,000,000 Acquisition Cost per compartment General Cp (1) Cp (2) Acquisition during the period 32,000,000 18,000,000 Balance as at 31 March , ,000 On 25 February 2011, the Company purchased 50,000,000 in principal amount of 2.55% Italian Treasury Bonds indexed to Euro-zone inflation due 15 September 2041 (ISIN IT ) (the "Collateral Bond"), Acquisition of the Collateral Bond was financed by the issue of Series and Series Interest Rate Asset Swap Notes due 15 September 2041 (see also Note 8). As per the terms and conditions of the Interest Rate Asset Swap agreement ("IRAS"), all future cash llows arising from this indexed fixed rate Collateral Bond will be converted into floating rate cash flows. The IRAS is adjusted to par value such as fixed payments on the swap match fixed payments on the Collateral Bond. Therefore the acquisition price of the Collateral Bond has been agreed at par (100%) and deviate from the market value at the date of acquisition, which was 87,6%. The market value of the Collateral Bond was 88,8% as at 31 March 2011 and 66,40% as at 10 January As per the abovementioned terms and conditions of the IRAS the impairment in value is not considered as permanent and no impairment on the Collateral Bond has been recorded. For the period under review, the indexed fixed rate interest on the Collateral Bond has been swapped to fixed rate of 5.40% (see also Note 15). Interest income for the period ended 31 March amounts to 123,367, and accrued interest to 58,055. Note 4 - Other debtors, becoming due and payable w ithin one year Accrued Interest on Collateral Bond Accrued Interest Income on Swap Transaction Total 31/03/ , , ,555 By compartment General Cp (1) As at 31 March 2011 Accrued Interest on Collateral Bond 37,155 Accrued Interest Income on Swap Transaction 168,000 Total Cp (2) 20,900 94, ,400 - '1'1 -

13 Novus Capital luxemb ourg S.A. 7. NOTES TO THE ANNUAL ACCOUNTS AS AT 31 MARCH Cont inued Note 5 - Cash at bank 31/03/2011 Capital current account 23,008 Total 23,008 Note 6 - Subscribed capital As of 31 March 2011, the subscribed capital amounts to EU R 31,000 and is divided into 3,1 00 shares fully paid-up with a par value of 10 each. The authorised capital amounts to 31,000. The changes in equity during the period can be explained as follow: Share Capital Legal Reserve Retained Result of the Earnings period/year Total Incorporation Result of the period Balance as at 31 March ,000 31,000 31,000 (7,992) (7,992) (7,992~ 23,008 Note 7 - legal reserve Luxembourg companies are required to allocate to a legal reserve a minimum of 5% of the annual net income, until this reserve equals 10% of the subscribed share capital. This reserve may not be distributed. Note 8 - Creditors 31/03/2011 As at 31 March 2011 the amount contains the following: Series Interest Rate Asset Swap Notes Series Interest Rate Asset Swap Notes Total 32,000,000 18,000,000 50,000,000 Series Interest Rate Asset Swap Notes Issued during the period Balance as at 31 March , ,000 The Company has issued the Series Interest Rate Asset Swap Notes for a principal amount of 32,000,000. As at 31 March 2011 Series have not been subject to any redemption on the principal. Series bear a fixed interest rate of 5.40% from 25 February up to 15 September 2012, then a floating rate interest of six month Euribor % from 15 September 2012 up to the final maturity date. Payments on Series are made 15 March and 15 September in each year from 15 September 2011 up to the final maturity date. All payments of interest on and principal of Series Notes will be due and payable on 15 September 2041, the Final Maturity Date. No redemption on the principal is scheduled within one year. The fixed rate interest on Series has been swapped to a indexed fixed rate of 2.55% interest (see also Note 15). Interest payable on Series amounted 168,000 for the period ended 31 March

14 Novus Capital L uxembourg S.A. 7. NOTES TO THE ANNUAL ACCOUNTS AS AT 31 MARCH Continued Series Interest Rate Asset Swap Notes Issued during the period Balance as at 31 March The Company has issued the Series Interest Rate Asset Swap Notes for a principal amount of 18,000,000. As at 31 March Series have not been subject to any redemption on the principal. Series bear a fixed interest rate of 5.40% from 25 February 2011 up to 15 September 2012, then a floating rate interest of six month Euribor % from 15 September 2012 up to the final maturity dale. Payments on Series are made 15 March and 15 September in each year from 15 September 2011 up to the final maturity date. All payments of interest on and principal of Series Notes will be due and payable on 15 September 2041, the Final Maturity Date. No redemption on the principal is scheduled within one year. The fixed rate interest on Series has been swapped to a indexed fixed rate of 2.55% interest (see also Note 15). Interest payable on Series amounted 94,500 for the period ended 31 March No te 9 - Accruals and deferred income As al31 March 2011 lhe amount can be analysed as following: Accrued Interest on Notes Accrued Interest on Swap Transaction Total 31/03/ , ,555 By compartment General Cp (1) Cp (2) As at 31 March 2011 Accrued Interest on Notes Accrued Interest on Swap Transaction Total 168,000 94,500 37,155 20, , ,400 Note 10 -Other operating charges As at 31 March 2011 the amount can be analysed as following: Notary fees CSSF fees Bank charges Total 31/03/2011 2,718 5, ,992 By compartment General Cp {1) Cp (2) As at 31 March 2011 Notary fees CSSF fees Bank charges 2,718 5, Total 7,992 The Company bears the expenses related to its incorporation and to the first approval by the CSSF. It has been agreed that all subsequent operating expenses will be bome by the Arranger. The Company will only take in its result the charges related to the administration of its capital account

15 Novus Capital Luxembourg S.A. 7. NOTES TO THE ANNUAL ACCOUNTS AS AT 31 MARCH Continued Note 11 -Other interest payable and similar charges 31/03/2011 As at 31 March 2011 the amount can be analysed as followmg: Interest charges on Notes 262,500 Interest charges on Swap transactions 123,367 Total 385,867 By compartment General Cp (1) Cp (2) As at 31 March 2011 Interest charges on Notes Interest charges on Swap transactions 78,955 44,412 Total 246, ,912 Note 12 - Income from financial f ixed assets 31/03/ derived from securities held as fixed assets Interest income from Collateral Bond 123,367 Total 123,367 By compartment General Cp (1) Cp {2) As at 31 March 2011 Interest income from Collateral Bond 78,955 44,412 Total 78,955 44,412 Note 13 - Other interest receivable and similar income other interest receivable and similar income Interest receivable on Swap transactions Total 262,500 By compartment General Cp (1) Cp (2) As at 31 March 2011 Interest receivable on Swap transactions 168,000 94,500 Total 168,000 94,500 Note 14 -Taxes The Company is subject to all taxes applicable to commercial companies in Luxembourg incorporated under the Securitisation law of March 22, 2004 as amended

16 Novus Capital l u xembourg S.A. 7. NOTES TO THE ANNUAL ACCOUNTS AS AT 31 MARCH Continued Note 15 - Off balance sheet commitments As from 25 February 2011, lhe Company entered in swap transactions with Nomura International pte, London (tile "Counterparty under which the Company will pay to the Counterparty all interest received under the Collateral Bond, and lhe Counterparty will pay to the Company all interest payable in respect of tile Notes. The swap agreement hedges the Company's interest rate exposure arising from mismatches between the interest payments received under the Collateral Bond and the interest payment obligations under the Notes. Payments on swap transactions are made 15 March and 15 September in each year from 15 September 2011 up to 15 September 2041, the final maturity date. The swap transactions consist of: -for lhe period from 25 February 2011 up to 15 September 2012: - a fixed rate interest receivable of 5.40% - an indexed fixed rate payable of 2.55% - for the period from 15 September 2012 up to 15 September 2041: - a floating rate interest receivable o f six-months Euribor % - an indexed fixed rate payable of 2.55% (see also Notes 3, 4, 8 and 9). Note 16 -Subsequent event In July 2011 the Company created two compartments named respectively "2011-(3) Compartment" and "2011-(4) Compartment". The 2011-(3) Compartment issued Series ,000,000 Interest Rate Asset Swap Notes due 15 September 2041 (the "Series ") and the 2011-(4) Compartment issued Series ,000,000 Interest Rate Asset Swap Notes due 15 September 2041 (the "Series "}. The net proceeds of those issues of Notes were used in acquiring initial collateral bonds for a purchase price of respectively 25,000,000 and 35,000,000. In respectively November and December 2011 the Company created two compartments named "2011-(5) Compartment" and " (6} Compartment". The 2011-(5} Compartment issued Series ,000,000 Interest Rate Asset Swap Notes due 15 September 2017 (the "Series "} and lhe 2011-(6} Compartment issued Series ,000,000 Interest Rate Asset Swap Notes due 15 September 2026 (the "Series "). The net proceeds of lhose issues of Notes were used in acquiring initial collateral bonds for a purchase price of respectively 100,000,000 and 45,000,000. No events have occurred subsequent to lhe period-end which would have a material impact on lhe financial statements as at 31 March Note 17 -Staff and members of the Board of Directors During lhe financial year under review the Company did not employ personnel. Members of lhe Board of Directors were not remunerated. No advances and loans were granted during the financial year to the members of those bodies. Mr.H. Hoftijzer Directo I - 15-