Unaudited Financial Statements For the six months ended 30 June Registered Number: Crown Asia-Pacific Private Equity plc

Transcription

1 Unaudited Financial Statements For the six months ended 30 June 2017 Registered Number: Crown Asia-Pacific Private Equity plc

2 This document is for information only and is not an offer to sell or an invitation to invest. In particular, it does not constitute an offer or solicitation in any jurisdiction where it is unlawful or where the person making the offer or solicitation is not qualified to do so or the recipient may not lawfully receive any such offer or solicitation. It is the responsibility of any person in possession of this document to inform themselves of, and to observe, all applicable laws and regulations of relevant jurisdictions. The information and any opinions contained herein have been obtained from or are based on sources, which are believed to be reliable, but their accuracy cannot be guaranteed. No responsibility can be accepted for any consequential loss from this information. Performance numbers shown are records of past performance and as such do not guarantee future performance.

3 Table of contents Governance and service providers 4 Background 5 Interim management report and responsibility statement 6 Investment Advisor s report 7 Unaudited statement of comprehensive income 10 Unaudited balance sheet 11 Unaudited statement of changes in net assets attributable to shareholders 12 Unaudited cash flow statement 13 Unaudited notes to the financial statements 14 Portfolio of investments 15 Table of contents Semi-annual report 2017 Crown Asia-Pacific Private Equity plc 3

4 Governance and service providers Board of Directors Paul Garvey (Irish) Robert Schlachter (Swiss) Desmond Tobin (Irish) Independent Director Konrad Baechinger (Swiss) Investment Advisor and Distributor LGT Capital Partners Limited Schuetzenstrasse Pfaeffikon Switzerland Main contacts: Robert Schlachter Maija Nykanen Investment Manager LGT Capital Partners (Ireland) Limited Third Floor 30 Herbert Street Dublin 2 Ireland Main contact: Brian Goonan Administrator/Transfer Agent LGT Fund Managers (Ireland) Limited Third Floor 30 Herbert Street Dublin 2 Ireland Main contact: Paul Garvey Trustee and Custodian BNP Paribas Securities Services, Dublin Branch Trinity Point Leinster Street South Dublin 2 Ireland Secretary and Registered Office LGT Fund Managers (Ireland) Limited Third Floor 30 Herbert Street Dublin 2 Ireland Main contact: Kathryn O Driscoll Independent Auditors PricewaterhouseCoopers Chartered Accountants and Statutory Audit Firm One Spencer Dock North Wall Quay Dublin 1 Ireland Legal Advisor and Listing Sponsor Maples and Calder Solicitors 75 St. Stephen s Green Dublin 2 Ireland Irish Paying Agent LGT Bank (Ireland) Limited Third Floor 30 Herbert Street Dublin 2 Ireland 4 Crown Asia-Pacific Private Equity plc Semi-annual report 2017 Governance and service providers

5 Background The following information is derived from and should be read in conjunction with the full text and definitions section of Crown Asia-Pacific Private Equity plc s ( Crown Asia-Pacific Private Equity, CAPE or the Company ) prospectus (the Prospectus ). Fund size USD million Date of incorporation 19 June 2007 Initial closing date 13 July 2007 Final closing date 13 January 2009 Vintage year 2007 Commitment period: Start date End date 13 July July 2011 Fund expiry date 13 July 2019 Extension periods up to three one-year extensions Structure The Company is a closed-ended investment company with variable capital, incorporated on 19 June 2007 with limited liability under the laws of Ireland. The Company was authorized by the Central Bank of Ireland on 11 July 2007 pursuant to the provisions of Part XIII of the Companies Act, 1990 and had a final closing on 13 January Investment focus The objective of the Company is to provide shareholders with attractive long-term capital appreciation from a diversified portfolio of primary and secondary private equity fund investments. The Company s portfolio shall comprise substantially of Asia-Pacific buyout and growth capital funds. The target is to allocate 80% of the subscribed capital to leading buyout and growth capital private equity funds. Finally, CAPE s portfolio may comprise up to 20% in venture fund investments and up to 20% in secondary private equity fund investments. The Company shall not invest more than 15% of subscribed capital in any one underlying primary private equity fund. The Company s investment in any one primary private equity fund shall not equal to more than 20% of the targeted fund size of such primary private equity fund. The Class A Shares, Class B Shares and Class O Shares of the Company were admitted to the Official List of the Irish Stock Exchange on 8 November 2007, 1 February 2008 and 16 July 2007, respectively. Background to the Company Semi-annual report 2017 Crown Asia-Pacific Private Equity plc 5

6 Interim management report and responsibility statement This Interim Management Report and Responsibility Statement has been prepared in accordance with the Transparency (Directive 2004/109/EC) Regulations 2007 and the related Transparency Rules issued by the Central Bank of Ireland. For clarification purposes, this half-yearly financial report has not been audited or reviewed by auditors pursuant to the Auditing Practices Board guidance on Review of Interim Financial Information. Review of business The Crown Asia-Pacific Private Equity fund started committing on 19 June As of 30 June 2017, the Company has committed a total of USD million to both primary investments and secondary transactions. An overview of the commitments made and investment performance to date is contained in the Investment Advisor s report on pages 7 to 9. A summary of the unaudited portfolio of investments is included on pages 15 and 16. During the six-month period to 30 June 2017, the Company s profits have decreased to USD 1.2 million from USD 2.2 million for the sixmonth period to 30 June Net assets of the Company have decreased to USD million as compared to USD million for the previous period ended 30 June The top ten investments represent almost 82.8% of the investment gains while five investments represent 90.9% of the investment losses incurred in in the six-month period to 30 June Current year investment gains are mainly focussed on 2007 to 2010 vintage investments. Current-period investment gains arise predominantly from the emerging markets region with the majority of vintage years and investment stages contributing positively to the investment result. Events since the period end No events or transactions have occurred since the period ended 30 June 2017 that could materially affect the Company s performance. Principal risks and uncertainties The Company s performance is influenced by the broader economic environment and events such as an economic downturn could also adversely effect the Company s future performance for the six-month period to 31 December The risks and uncertainties applying at the previous annual reporting date continue to apply for the remaining six months of the financial year. Responsibility statement The Directors are responsible for preparing the financial statements for the six months ended 30 June 2017 in accordance with the Transparency (Directive 2004/109/EC) Regulations 2007 and the related Transparency Rules issued by the Central Bank of Ireland, applicable Irish law, IAS 34, Interim Financial Reporting, and International Financial Reporting Standards ( IFRS ) as adopted by the European Union. The Directors confirm that, to the best of their knowledge: the Company s condensed set of financial statements for the half year ended 30 June 2017, which has been prepared in accordance with IFRS, gives a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; the Interim Management Report includes a fair review of the important events that have occurred during the first six months of the financial year, and their impact on the financial statements, and a description of the principal risks and uncertainties for the remaining six months of the current financial year; and there are no changes in related parties transactions described in the last annual report that had a material effect on the financial position or performance of the Company in the first six months of the current financial year. On behalf of the Board Desmond Tobin Paul Garvey 29 August Crown Asia-Pacific Private Equity plc Semi-annual report 2017 Interim management report and responsibility statement

7 Investment Advisor s report NAV summary CAPE s net asset value ( NAV ) as of 30 June 2017 amounts to USD million, a decrease of USD million compared to the year ended 31 December Portfolio structure Portfolio structure as of 30 June 2017 Investors Fund of funds Private equity funds Participations in companies CAPE 25 investors 23 1 primary investments 8 1 secondary transactions (14 private equity funds) companies 1 Based on the latest available financial statements from the underlying private equity funds, i.e. primarily 31 March Investment Advisor s report Semi-annual report 2017 Crown Asia-Pacific Private Equity plc 7

8 Portfolio review at investment level Commitments CAPE has committed USD million (83.1% of total commitments) to 23 primary private equity investments and USD 60.9 million (16.9% of total commitments) to eight secondary transactions comprising 14 private equity funds. The total commitments of USD million amount to 96.9% of the investors total subscribed capital of USD million. Fund sizes (in USD millions) > % <500 37% Commitments structure 1 Investment type 500 to % Secondary transactions 17% Geography 2 Southeast Asia 6% Other 6% Japan 5% Australia 1% China 39% Primary investments 83% Pan-Asian 19% Vintage years India 24% % % 6% % % % % % % 1999: <0.5% 2004: <0.5% 1 Based on CAPE s commitments in private equity funds 2 Based on the stated geographical investment focus of the private equity funds 8 Crown Asia-Pacific Private Equity plc Semi-annual report 2017 Investment Advisor s report

9 Portfolio review at company level 1 CAPE has indirectly invested in 785 companies of which 378 are still active and 407 have been fully realized. Crown Asia-Pacific Private Equity has a specific geographical focus on the Asia-Pacific region but no industrial target allocation. It seeks broad diversification across this dimension. Investment activity On 13 July 2011, the commitment period for CAPE ended. LGT Capital Partners Limited Pfaeffikon, Switzerland Tycho Sneyers Diversification by geography 2 (FMV) 3 Other Japan 6% Indonesia 3% 5% Robert Schlachter 29 August 2017 US 9% China 44% India 33% 1 Based on the latest available financial statements from the underlying private equity funds, i.e. primarily 31 March Geography refers to the location of the company s head office 3 Fair market value ( FMV ) refers to the valuations ascribed to the various portfolio companies of the underlying private equity funds 4 The industry classifications of the underlying companies are based on the Global Industry Classification Standard (GICS). The respective GICS code for each sector is disclosed in brackets Investment Advisor s report Semi-annual report 2017 Crown Asia-Pacific Private Equity plc 9

10 Unaudited statement of comprehensive income For the period ended 30 June 2017 Amounts are reported in USD For the six months ended 30 June 2017 For the six months ended 30 June 2016 Operating income Interest income 2,895 17,792 Dividend income 148, ,622 Losses on foreign exchange, net (13,101) (1,791) Net (loss)/gain on investments at fair value through profit or loss (2,189,494) 134,234 Total net (loss)/income (2,050,947) 913,857 Operating expenses Investment management fee (298,747) (341,916) Performance fee 3,926,530 2,013,755 Administration fee (64,365) (72,893) Custodian and trustee fees (42,910) (48,662) Audit fee (13,082) (5,951) Fund expenses (233,439) (123,411) Other operating expenses (47,771) (52,549) Total operating expenses 3,226,216 1,368,373 Operating profit 1,175,269 2,282,230 Finance costs (721) (34,537) Profit before taxation 1,174,548 2,247,693 Withholding tax (1,233) (19,955) Profit for the period 1,173,315 2,227,738 Total comprehensive profit for the period 1,173,315 2,227,738 The accompanying notes are an integral part of the financial statements. All amounts arose solely from continuing operations. There are no gains and losses other than those dealt with in the statement of comprehensive income. On behalf of the Board Desmond Tobin Paul Garvey 29 August Crown Asia-Pacific Private Equity plc Semi-annual report 2017 Unaudited statement of comprehensive income

11 Unaudited balance sheet As of 30 June 2017 Amounts are reported in USD As of 30 June 2017 As of 31 December 2016 Assets Current assets Cash and cash equivalents 6,115,766 10,316,947 Accrued income and other receivables 27,474 22,811 Total current assets 6,143,240 10,339,758 Non-current assets Investments at fair value through profit or loss 191,517, ,727,117 Total non-current assets 191,517, ,727,117 Total assets 197,660, ,066,875 Capital and reserves attributable to shareholders Share capital 15,667,400 45,295,200 Retained earnings 181,739, ,566,347 Net assets attributable to shareholders 197,407, ,861,547 Current liabilities Accrued expenses and other payables 253, ,798 Total current liabilities 253, ,798 Non-current liabilities Accrued expenses and other payables 3,926,530 Total non-current liabilities 3,926,530 Total liabilities 197,660, ,066,875 The accompanying notes are an integral part of the financial statements. Net asset value by share class ( NAV ) 1 Shares issued As of 30 June 2017 As of 31 December 2016 (Audited) Total NAV (in USD) Number of shares in issue NAV per share (in USD) Total NAV (in USD) Number of shares in issue NAV per share (in USD) A 69,068, , ,557, , B 22,401, , ,650, , O 105,937, , ,654, , Total 197,407, , ,861,547 1,096, On behalf of the Board Desmond Tobin Paul Garvey 29 August The NAV per share in the table above may be different to individual investors NAV per share as disclosed in their capital account statements. This is because the NAV per share in the table above is based on average figures for all investors in each individual share class Unaudited balance sheet Semi-annual report 2017 Crown Asia-Pacific Private Equity plc 11

12 Unaudited statement of changes in net assets attributable to shareholders For the period ended 30 June 2017 Amounts are reported in USD Share capital Retained earnings Total At 1 January ,625, ,094, ,719,737 Total comprehensive profit for the period - 2,227,738 2,227,738 Repurchase of own shares (21,249,600) - (21,249,600) Net (decrease)/increase for the period (21,249,600) 2,227,738 (19,021,862) At 30 June ,376, ,321, ,697,875 At 1 January ,295, ,566, ,861,547 Total comprehensive profit for the period - 1,173,315 1,173,315 Repurchase of own shares (29,627,800) - (29,627,800) Net (decrease)/increase for the period (29,627,800) 1,173,315 (28,454,485) At 30 June ,667, ,739, ,407,062 The accompanying notes are an integral part of the financial statements. 12 Crown Asia-Pacific Private Equity plc Semi-annual report 2017 Unaudited statement of changes in net assets attributable to shareholders

13 Unaudited cash flow statement For the period ended 30 June 2017 Amounts are reported in USD For the six months ended 30 June 2017 For the six months ended 30 June 2016 Cash flows from/(used in) operating activities Purchase of investments 1,2 (1,049,318) (3,065,905) Proceeds from return of capital in investments 1,2 13,869,828 9,342,559 Proceeds from realized gains on investments 1 13,204,247 12,449,396 Dividend income 3 148, ,622 Withholding tax (2,466) (19,955) Interest received 3 3,200 17,801 Operating expenses paid 3 (733,803) (858,043) Net cash flows from operating activities 25,440,441 18,629,475 Cash flows from/(used in) financing activities Interest paid (721) (33,767) Proceeds from bank loans 500,000 10,000,000 Repayments of bank loans (500,000) (9,300,000) Payments for repurchase of own shares (29,627,800) (21,249,600) Net cash flows used in financing activities (29,628,521) (20,583,367) Net decrease in cash and cash equivalents (4,188,080) (1,953,892) Cash and cash equivalents at beginning of period 10,316,947 3,707,972 Exchange (losses)/gains on cash and cash equivalents (13,101) (1,791) Cash and cash equivalents at end of period 6,115,766 1,752,289 The accompanying notes are an integral part of the financial statements. 1 During the period ended 30 June 2017, purchase of investments, proceeds from return of capital in investments and proceeds from realized gains on investments had non cash movements of USD 211,649, USD 208,407 and USD 1,432 respectively (2016: USD 141,800, USD 208,007 and USD 23,592) 2 During the period ended 30 June 2017, purchase of investments and proceeds from return of capital in investments include reclassifications of USD 885,936 (2016: USD 269,490), for cash flows that had been netted against each respective operating activity 3 During the period ended 30 June 2017, operating expenses (including dividend income and interest received) included non cash movements amounting to USD 3,441 (2016: USD 326,216) Unaudited cash flow statement Semi-annual report 2017 Crown Asia-Pacific Private Equity plc 13

14 Unaudited notes to the financial statements 1. Summary of accounting policies Basis of presentation The financial statements of the Company have been prepared in accordance with International Financial Reporting Standards ( IFRS ) as adopted by the EU, IAS 34, Interim Financial Reporting, and Irish statute comprising the Companies Acts The principles of accounting applied in the interim financial statements as per 30 June 2017 correspond to those of the audited annual report for 2016, unless otherwise stated. 2. Investments at fair value through profit or loss As of 30 June 2017, the Company has subscribed interests in 37 private equity funds (mainly limited partnerships). The total committed capital amounted to USD million of which USD million was contributed to date. The details of the commitments are shown in the unaudited portfolio of investments on pages 15 and 16. The commitments to these private equity funds will be funded by contributions from the Company s investors. 3. Related party disclosures Parties are considered to be related if one party has the ability to control the other party or exercise considerable influence over the other party in making financial or operating decisions. In the opinion of the Board of Directors, the parties referred to in the schedule accompanying this note are related parties under IAS 24 Related Party Disclosures. 4. Events since the period end As of 29 August 2017, the Company has contributed USD 0.2 million to existing private equity investments. 5. Approval of financial statements The Directors approved the financial statements on 29 August Related party transactions Related party/relationship/ Agreement(s)/ Direct/indirect LGT Capital Partners (Ireland) Limited/ Common directorships/ Investment management agreement/ Direct LGT Fund Managers (Ireland) Limited/ Common directorships/ Administration agreement/ Direct LGT Bank AG, Dublin Branch/ Group/ Loan and paying agency agreement/ Direct Transaction type 30 June 2017 (USD) Investment management fee Investment management fee payable Investment performance fee Investment performance fee accrual Administration fee Administration fee payable Finance costs interest charges Other operating expenses commitment fees Other operating expenses commitment fees payable 298, ,955 (3,926,530) 64,365 30, ,056 5, December 2016 (USD) (Audited) 669, ,889 (1,462,684) 3,926, ,999 34,003 47,380 20,333 5, Crown Asia-Pacific Private Equity plc Semi-annual report 2017 Unaudited notes to the financial statements

15 Portfolio of investments For the period ended 30 June ,2,3 Fund currency Capital commitments: fund currency Capital commitments (USD) 30 June 2017 Fair value (USD) 30 June 2017 Percentage of total net assets attributable to shareholders (%) 31 December 2016 Fair value (USD) (Audited) 31 December 2016 Percentage of total net assets attributable to shareholders (%) (Audited) Primary investments Vintage year 2007 P1 USD 15,000,000 15,000,000 7,888, ,978, P2 JPY 1,093,321,000 9,733,509 4,250, ,328, P3 USD 20,000,000 20,000,000 2,717, ,209, P4 USD 20,000,000 20,000,000 31,374, ,002, P5 USD 15,000,000 15,000,000 3,095, ,809, P6 USD 10,000,000 10,000,000 6,769, ,478, P7 USD 20,000,000 20,000,000 1,721, ,230, P8 USD 19,000,000 19,000,000 2,103, ,102, P9 USD 5,000,000 5,000, , , P10 USD 20,000,000 20,000,000 5,496, ,397, Vintage year 2008 P11 USD 22,500,000 22,500,000 8,441, ,818, P12 USD 20,000,000 20,000,000 9,111, ,163, P13 USD 10,000,000 10,000,000 5,546, ,842, P14 USD 14,000,000 14,000,000 11,365, ,404, P15 USD 10,000,000 10,000,000 6,589, ,665, P16 USD 4,000,000 4,000,000 3,295, ,383, P17 USD 5,000,000 5,000,000 3,345, ,927, P18 USD 6,000,000 6,000,000 10,259, ,488, P19 USD 20,000,000 20,000,000 13,119, ,158, Vintage year 2009 P20 USD 10,000,000 10,000,000 11,273, ,052, P21 USD 2,500,000 2,500,000 1,400, ,213, Vintage year 2010 P22 USD 10,000,000 10,000,000 5,959, ,955, P23 USD 10,000,000 10,000,000 13,985, ,358, Sub-total primary investments 297,733, ,887, ,778, Investments have been assigned an alphanumeric code for reasons of confidentiality 2 A complete statement of portfolio changes is available to shareholders from the registered office of the Company free of charge 3 The notes to the accounts are an integral part of the financial statements Unaudited portfolio of investments Semi-annual report 2017 Crown Asia-Pacific Private Equity plc 15

16 For the period ended 30 June ,2,3 (continued) Fund currency Capital commitments: fund currency Capital commitments (USD) 30 June 2017 Fair value (USD) 30 June 2017 Percentage of total net assets attributable to shareholders (%) 31 December 2016 Fair value (USD) (Audited) 31 December 2016 Percentage of total net assets attributable to shareholders (%) (Audited) Secondary transactions Closing year 2007 Transaction No. 1 S1-1 USD 8,792,123 8,792, , , Closing year 2008 Transaction No. 2 S2-1 USD 2,583,786 2,583,786 16, , S2-2 USD 2,849,183 2,849, , , S2-3 USD 1,185,094 1,185,094 S2-4 USD 2,834,064 2,834, , , Closing year 2009 Transaction No. 3 S3-1 USD 5,567,496 5,567,496 5,412, ,383, S3-2 USD 4,564,634 4,564,634 10,458, ,324, Transaction No. 4 S4-1 USD 1,324,683 1,324,683 S4-2 USD 8,653,317 8,653,317 2,023, ,930, Closing year 2010 Transaction No. 5 S5-1 USD 5,341,599 5,341, , , Transaction No. 6 S6-1 USD 2,443,886 2,443, , , Closing year 2011 Transaction No. 7 S7-1 USD 9,603,492 9,603, , , Transaction No. 8 S8-1 AUD 1,377,473 1,056,522 S8-2 AUD 5,393,247 4,136, , , Sub-total secondary transactions 60,936,499 21,630, ,948, Investments at fair value through profit or loss 358,670, ,517, ,727, Other net assets and liabilities 5,889, ,134, Total net assets attributable to shareholders 197,407, ,861, Investments have been assigned an alphanumeric code for reasons of confidentiality 2 A complete statement of portfolio changes is available to shareholders from the registered office of the Company free of charge 3 The notes to the accounts are an integral part of the financial statements 16 Crown Asia-Pacific Private Equity plc Semi-annual report 2017 Unaudited portfolio of investments

17 LGT Capital Partners Ltd. Schuetzenstrasse Pfaeffikon Switzerland Phone Fax lgt.cp@lgt.com