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

Transcription

1 Unaudited Financial Statements For the six months ended 30 June 2015 Registered Number: Crown Asia-Pacific Private Equity II plc

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3 Table of contents Directors and other information 4 Background to the Company 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 Unaudited portfolio of investments 15 Table of contents Semi-annual report 2015 Crown Asia-Pacific Private Equity II plc 3

4 Directors and other information Board of Directors Urs Gaehwiler (Swiss) Paul Garvey (Irish) Robert Schlachter (Swiss) Tycho Sneyers (Belgian) Desmond Tobin (Irish) Depositary 1 BNP Paribas Securities Services, Dublin Branch Trinity Point Leinster Street South Dublin 2 Ireland Independent Director Konrad Baechinger (Swiss) Investment Advisor and Sub-Distributor LGT Capital Partners Limited Schuetzenstrasse Pfaeffikon Switzerland Main contacts: Tycho Sneyers Robert Schlachter Alternative Investment Fund Manager and Distributor 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 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 1 Following the acquisition by BNP Paribas Securities Services S.C.A. of Credit Suisse AG s prime fund services business (including some affiliates), depositary services are performed by BNP Paribas Securities Services, Dublin Branch, with effect from 1 June Crown Asia-Pacific Private Equity II plc Semi-annual report 2015 Directors and other information

5 Background to the Company 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 II plc s ( CROWN ASIA-PACIFIC PRIVATE EQUITY II, CAPE II, the Fund or the Company ) prospectus (the Prospectus ). Fund size USD million Date of incorporation 26 July 2010 Initial closing date 15 April 2011 Final closing date 12 April 2013 Vintage year 2011 Commitment period: Start date End date 15 April April 2015 Fund expiry date 15 April 2023 Extension periods up to three one-year extensions Investment objective The investment objective of the Company is to provide participating shareholders with an attractive long-term capital appreciation from a diversified portfolio of private equity investments. The Company seeks to outperform public equity benchmarks by 500 basis points per annum as well as to achieve the top quartile performance benchmark for equivalent investments. The long-term nature of private equity investments suggests that any such performance measurement will become meaningful only after the end of the commitment period. The Company is a closed-ended investment company with variable capital, incorporated on 26 July 2010 with limited liability under the laws of Ireland. The Company was authorized by the Central Bank of Ireland on 20 September 2010 pursuant to the provisions of Part XIII of the Companies Act, 1990 and had a first closing on 15 April The Prospectus was issued on 20 September 2010 with further supplements issued on 14 October 2010, 1 July 2011 and 8 May The supplements were issued as the class L shares and class M shares of the Company were successfully admitted to the Official List of the Irish Stock Exchange on 20 September 2010 and 14 October 2010, respectively. Share class L was issued on 28 December 2012 and succesfully listed on the Irish Stock Exchange. Share class M was not in issue as of 30 June At the Annual General Meeting ( AGM ) of the Company, held on 3 June 2014, amendments to the Prospectus and Memorandum and Articles of Association incorporating changes required under EU Directive 2011/61/EU on Alternative Investment Fund Managers ( AIFMD ) were approved by the shareholders. The Prospectus was reissued on 1 June 2015 to provide for the appointment of BNP Paribas Securities Services, Dublin Branch as Depositary to the Company. Background to the Company Semi-annual report 2015 Crown Asia-Pacific Private Equity II plc 5

6 Interim management report and responsibility statement This Interim Management Report and Responsibility Statement have 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 II fund started committing on 15 April As of 30 June 2015, the Company has committed a total of USD million to co-investments, 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 consolidated portfolio of investments is included on pages 15 and 17. During the six month period to 30 June 2015, the Company s profits have increased up to USD 26.3 million from a profit of USD 18.1 million for the six month period to 30 June Net assets of the Company have increased to USD million from USD compared to previous period ended 30 June The current year gains are spread across all vintage investments apart from Ten investments represent 78.4% of the gains, while five investments represent 94.5% of the losses recorded in The Company called USD 54.3 million during the period compared to USD 45.9 million for the same period last year. The Company distributed USD 8.4 million during the period. There were no distributions for the period ended 30 June Events since the period end No events or transactions have occurred since the period ended 30 June 2015 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 2015 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 2015, 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 18 August Crown Asia-Pacific Private Equity II plc Semi-annual report 2015 Interim management report and responsibility statement

7 Investment Advisor s report NAV summary CAPE II s net asset value ( NAV ) as of 30 June 2015 amounts to USD million, an increase of USD 72.3 million compared to the year ended 31 December Portfolio structure Portfolio structure as of 30 June 2015 Investors Fund of funds Private equity partnerships Participations in companies CAPE II 23 Primary investments 35 Investors 10 Secondary transactions (22 Partnerships) Companies 3 Co-investments 1 Based on the latest available financial statements from the underlying private equity partnerships, i.e. primarily 31 March 2015 Investment Advisor s report Semi-annual report 2015 Crown Asia-Pacific Private Equity II plc 7

8 Portfolio review at partnership level Commitments CAPE II has committed USD million (76.1% of total commitments) to 23 primary private equity partnerships, USD 83.9 million (20.5% of total commitments) to ten secondary transactions comprising 22 private equity partnerships and USD 14.0 million (3.4% of total commitments) to three co-investments. The total commitments of USD million amount to 98.4% of the investors total subscribed capital of USD million. Fund sizes (in USD millions) % <250 12% 250 to <500 32% Commitments structure to <750 21% Investment type Secondary transactions 21% Co-investments 3% Geography 2 South-East Asia 4% Indonesia 10% Japan 1% South Korea 9% China 39% Primary investments 76% Pan-Asian 9% Vintage years India 28% % % 2% 1% % % % % % % % % 1 Based on CAPE II s commitments in private equity partnerships 2 Based on the stated geographical investment focus of the private equity partnerships 8 Crown Asia-Pacific Private Equity II plc Semi-annual report 2015 Investment Advisor s report

9 Portfolio review at company level 1 CAPE II has indirectly invested in 525 companies of which 495 are still active and 30 have been fully realized. CROWN ASIA-PACIFIC PRIVATE EQUITY II has a specific geographical focus on the Asia-Pacific region, but no industrial target allocation. It seeks broad diversification across this dimension. Investment activity During the six months ended 30 June 2015, CAPE II committed USD 10.0 million to one primary investment and USD 31.1 million to three secondary transactions. LGT Capital Partners Limited Pfaeffikon, Switzerland Diversification by geography 2 (FMV) 3 Japan 2% US 3% Singapore 3% Indonesia 5% Other 4% Tycho Sneyers Robert Schlachter 18 August 2015 South Korea 11% China 44% India 28% Diversification by industry (FMV) 3 Healthcare Other 2% 3% Telecom 2% Media 5% IT 21% Consumer services 8% Life sciences 9% Industrial services 9% Industrial products 18% Consumer products 11% Financial 12% 1 Based on the latest available financial statements from the underlying private equity partnerships, 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 partnerships Investment Advisor s report Semi-annual report 2015 Crown Asia-Pacific Private Equity II plc 9

10 Unaudited statement of comprehensive income For the period ended 30 June 2015 Amounts are reported in USD For the six months ended 30 June 2015 (Unaudited) For the six months ended 30 June 2014 (Unaudited) Operating income Interest income 45 54,427 Dividend income 80,050 Gain on foreign exchange, net Net gain on investments at fair value through profit or loss 30,526,310 21,840,216 Total net income 30,607,146 21,894,878 Operating expenses Investment management fee (939,836) (939,836) Performance fee (1,069,019) Administration fee (88,645) (50,253) Depositary fees (61,807) (33,389) Audit fee (14,943) (14,488) Partnership expenses (1,874,691) (2,459,010) Other operating expenses (95,336) (123,961) Total operating expenses (4,144,277) (3,620,937) Operating profit 26,462,869 18,273,941 Finance costs (142,312) (134,213) Profit for the period 26,320,557 18,139,728 Total comprehensive profit for the period 26,320,557 18,139,728 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 18 August Crown Asia-Pacific Private Equity II plc Semi-annual report 2015 Unaudited statement of comprehensive income

11 Unaudited balance sheet As of 30 June 2015 Amounts are reported in USD As of 30 June 2015 (Unaudited) As of 31 December 2014 (Audited) Assets Current assets Cash and cash equivalents 2,847, ,282 Accrued income and other receivables 17,810 9,912 Total current assets 2,865, ,194 Non-current assets Investments at fair value through profit or loss 331,652, ,373,242 Total non-current assets 331,652, ,373,242 Total assets 334,518, ,045,436 Capital and reserves attributable to shareholders Share capital 248,510, ,567,525 Retained earnings 72,896,919 46,576,362 Net assets attributable to shareholders 321,407, ,143,887 Current liabilities Accrued expenses and other payables 961, ,856 Due to banks 9,500,000 10,500,000 Total current liabilities 10,461,833 11,321,856 Non-current liabilities Accrued expenses and other payables 2,648,712 1,579,693 Total non-current liabilities 2,648,712 1,579,693 Total liabilities 334,518, ,045,436 The accompanying notes are an integral part of the financial statements. Net asset value by share class ( NAV ) 1 Shares issued Total NAV (in USD) As of 30 June 2015 (Unaudited) Number of shares in issue NAV per share (in USD) As of 31 December 2014 (Audited) Total NAV (in USD) Number of shares in issue NAV per share (in USD) A 103,056, , ,818, , B 42,300, , ,704, , C 578,001 4, ,133 4, L 28,572, , ,132, , O 146,900,187 1,019, ,043, , Total 321,407,594 2,386, ,143,887 2,012, On behalf of the Board Desmond Tobin Paul Garvey 18 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 2015 Crown Asia-Pacific Private Equity II plc 11

12 Unaudited statement of changes in net assets attributable to shareholders For the period ended 30 June 2015 Amounts are reported in USD Share capital Retained earnings Total At 1 January ,829, , ,297,374 Total comprehensive profit for the period 18,139,728 18,139,728 Issue of shares 45,943,150 45,943,150 Net increase for the period 45,943,150 18,139,728 64,082,878 At 30 June 2014 (Unaudited) 183,772,600 18,607, ,380,252 At 1 January ,567,525 46,576, ,143,887 Total comprehensive profit for the period 26,320,557 26,320,557 Issue of shares 54,296,450 54,296,450 Repurchase of own shares (8,353,300) (8,353,300) Net increase for the period 45,943,150 26,320,557 72,263,707 At 30 June 2015 (Unaudited) 248,510,675 72,896, ,407, Crown Asia-Pacific Private Equity II plc Semi-annual report 2015 Unaudited statement of changes in net assets attributable to shareholders

13 Unaudited cash flow statement For the period ended 30 June 2015 Amounts are reported in USD For the six months ended 30 June 2015 (Unaudited) For the six months ended 30 June 2014 (Unaudited) Cash flows from/(used in) operating activities Purchase of investments (54,176,667) (39,300,285) Proceeds from return of capital in investments 9,972, ,884 Proceeds from realized gains on investments 3,776,117 Dividend income 80,050 Interest received 45 54,407 Operating expenses paid (2,640,503) (3,847,313) Net cash flows used in operating activities (42,987,991) (42,819,307) Cash flows from/(used in) financing activities Interest paid (139,865) (126,166) Proceeds from bank loans 22,400,000 18,500,000 Repayments of bank loans (23,400,000) (9,800,000) Proceeds from issue of shares 1 48,400,705 45,943,150 Payments for repurchase of own shares 1 (2,088,325) Net cash flows from financing activities 45,172,515 54,516,984 Net increase in cash and cash equivalents 2,184,524 11,697,677 Cash and cash equivalents at beginning of period 662, ,712 Exchange gains on cash and cash equivalents Cash and cash equivalents at end of period 2,847,547 12,109,624 The accompanying notes are an integral part of the financial statements. 1 Cash flows arising from the share issues and repurchases disclosed in the statement of changes in net assets attributable to shareholders reflect the netting of capital calls and distributions that have been made on the same value date Unaudited cash flow statement Semi-annual report 2015 Crown Asia-Pacific Private Equity II 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, 1963 to The principles of accounting applied in the interim financial statements as per 30 June 2015 correspond to those of the audited annual report for 2014, unless otherwise stated. 2. Investments at fair value through profit or loss As of 30 June 2015, the Company has subscribed interests in 45 private equity partnerships (mainly limited partnerships) and three co-investments. 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 to 17. The commitments to these private equity partnerships 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 18 August 2015, the Company has contributed USD 8.9 million to existing private equity partnership investments. 5. Approval of financial statements The Directors approved the financial statements on 18 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 (Ireland) Limited/ Common directorships/ Loan and paying agency agreement/ Direct Transaction type 30 June 2015 (Unaudited) Investment management fee Investment management fee payable Investment performance fee Investment performance fee accrual Administration fee Administration fee payable Cash at bank Due to banks Finance costs interest charges Interest payable Other operating expenses commitment fees Other operating expenses commitment fees payable 939, ,514 1,069,019 2,648,712 88,645 48,300 6,829 9,500, ,312 4,010 30,167 15, December 2014 (Audited) 1,895,250 1,579,693 1,579, ,951 36, ,721 10,500, ,399 1,564 78,250 15, Crown Asia-Pacific Private Equity II plc Semi-annual report 2015 Unaudited notes to the financial statements

15 Unaudited portfolio of investments For the period ended 30 June ,2,3 Partnership currency Capital commitments: partnership currency Capital commitments 30 June 2015 Fair value 30 June 2015 Percentage of total net assets attributable to shareholders (%) 31 December 2014 Fair value (Audited) 31 December 2014 Percentage of total net assets attributable to shareholders (%) (Audited) Co-investments Closing year 2011 C1 USD 4,000,000 4,000,000 4,025, ,595, Closing year 2013 C2 USD 5,010,000 5,010,000 11,033, ,382, C3 USD 5,003,562 5,003,562 4,381, ,686, Sub-total co-investments 14,013,562 19,440, ,664, Primary investments Vintage year 2010 P1 USD 20,000,000 20,000,000 20,399, ,310, P2 USD 10,000,000 10,000,000 10,962, ,142, Vintage year 2011 P3 USD 20,000,000 20,000,000 27,908, ,226, P4 USD 25,000,000 25,000,000 17,736, ,727, P5 USD 10,000,000 10,000,000 11,736, ,049, P6 USD 25,000,000 25,000,000 29,140, ,751, P7 USD 10,000,000 10,000,000 9,848, ,759, Vintage year 2012 P8 USD 10,000,000 10,000,000 7,171, ,318, P9 USD 10,000,000 10,000,000 9,928, ,434, P10 USD 25,000,000 25,000,000 18,816, ,380, P11 USD 15,000,000 15,000,000 17,606, ,657, Vintage year 2013 P12 USD 20,000,000 20,000,000 8,295, ,967, P13 USD 20,000,000 20,000,000 22,225, ,853, P14 USD 15,000,000 15,000,000 9,776, ,194, Vintage year 2014 P15 USD 8,000,000 8,000,000 6,098, ,097, P16 USD 8,000,000 8,000,000 5,190, ,221, P17 USD 10,000,000 10,000,000 7,260, ,423, P18 USD 8,000,000 8,000,000 3,175, ,777, P19 USD 10,000,000 10,000, , , P20 USD 4,000,000 4,000,000 2,489, ,614, P21 USD 10,000,000 10,000,000 1,999, Vintage year 2015 P22 USD 10,000,000 10,000,000 P23 USD 10,000,000 10,000,000 1,333, Sub-total primary investments 313,000, ,665, ,498, 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 2015 Crown Asia-Pacific Private Equity II plc 15

16 For the period ended 30 June ,2,3 (continued) Partnership currency Capital commitments: partnership currency Capital commitments 30 June 2015 Fair value 30 June 2015 Percentage of total net assets attributable to shareholders (%) 31 December 2014 Fair value (Audited) 31 December 2014 Percentage of total net assets attributable to shareholders (%) (Audited) Secondary transactions Closing year 2011 Transaction No. 1 S1-1 USD 2,863,924 2,863,924 4,064, ,644, Closing year 2012 Transaction No. 2 S2-1 USD 3,612,932 3,612,932 2,743, ,142, Transaction No. 3 S3-1 USD 3,531,862 3,531,862 1,951, ,722, S3-2 USD 2,557,604 2,557,604 2,217, ,361, Closing year 2013 Transaction No. 4 S4-1 USD 9,590,577 9,590,577 10,031, ,254, S4-2 USD 5,700,000 5,700,000 2,545, ,097, Transaction No. 5 S5-1 USD 20,000,000 20,000,000 18,371, ,234, Transaction No. 6 S6-1 USD 2,259,790 2,259,790 2,543, ,249, Closing year 2014 Transaction No. 7 S7-1 USD 1,661,266 1,661,266 1,478, ,587, S7-2 JPY 122,679,508 1,002,611 1,376, , Closing year 2015 Transaction No. 8 S8-1 USD 7,042,622 7,042,622 1,137, S8-2 USD 3,091,236 3,091,236 3,039, S8-3 USD 5,000,000 5,000,000 Transaction No. 9 S9-1 USD 1,868,721 1,868,721 2,188, S9-2 USD 2,567,163 2,567,163 1,618, S9-3 USD 121, , , S9-4 USD 289, , , S9-5 USD 3,347,160 3,347,160 2,374, S9-6 USD 741, , , S9-7 USD 542, , , S9-8 USD 2,062,890 2,062,890 1,717, Transaction No. 10 S10-1 EXPEDITION SEC II Limited USD 4,460,510 4,460, , Sub-total secondary transactions 83,915,841 61,739, ,982, 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 II plc Semi-annual report 2015 Unaudited portfolio of investments

17 For the period ended 30 June ,2,3 (continued) Partnership currency Capital commitments: partnership currency Capital commitments 30 June 2015 Fair value 30 June 2015 Percentage of total net assets attributable to shareholders (%) 31 December 2014 Fair value (Audited) 31 December 2014 Percentage of total net assets attributable to shareholders (%) (Audited) Derivative financial instruments Currency Buy JPY Sell USD FX OTC Put Option USD/JPY USD 357,675,000 3,765, , ,227, Strike price: JPY Maturity: 2 December , Sub-total derivative financial instruments 1,227, Counterparty: LGT Bank Limited Investments at fair value through profit or loss 410,929, ,652, ,373, Other net assets and liabilities (10,245,188) (3.2) (12,229,355) (4.9) Total net assets attributable to shareholders 321,407, ,143, 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 2015 Crown Asia-Pacific Private Equity II plc 17

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