RNS Number:9874L
Queen's Walk Investment Limited
13 November 2006
13 November 2006
Queen's Walk Investment Limited
Financial Results for the Quarter
and Six Months ended 30 September 2006
Queen's Walk Investment Limited is a Guernsey-incorporated investment company
listed on the London Stock Exchange. The Company's investment objective is to
preserve capital and to provide stable returns to shareholders in the form of
quarterly dividends. To achieve this, Queen's Walk invests primarily in a
diversified portfolio of subordinated tranches of asset backed securities,
including the unrated "equity" or "first loss" residual income position
typically retained by the banks or other financial institutions which have
originated the loan assets that collateralise a securitisation transaction. The
Company makes such investments where its investment manager, Cheyne Capital
Management Limited, considers the coupon or cashflows from the investment to be
attractive relative to the credit exposure of the underlying asset collateral.
For more information regarding Queen's Walk, please visit www.queenswalkinv.com
or call Andrea Bonafe: +44 207 031 7480.
Half Year Highlights
*Queen's Walk continues to exceed the targets set at the time of its IPO
in December 2005 and continues to deliver on its strategic objectives
*The Company has generated distributable net profit of Euro10.6 million and
earnings per ordinary share of Euro0.26 for the second quarter and
distributable net profit of Euro21.2 million and earnings per ordinary share of
Euro0.52 for the six months ended 30 September 2006
*An interim quarterly dividend of Euro0.26 per share has been declared,
resulting in a cumulative interim dividend of Euro0.52 for the financial year
to date
*Given the continued strong performance of its investment portfolio, the
Company has increased its target dividend for the quarter ended 31 December
to not less than Euro0.27 per share
*The Company has increased its aggregate target dividend for its first
full financial year from the Euro1.00 announced at the time of its IPO to a
target of not less than Euro1.07 per share
*The Company's diversified investment portfolio totals Euro531.0 million,
with net indebtedness of Euro126.1 million, representing approximately 23.7% of
the investment portfolio
*The Company believes there is a strong asset pipeline to support future
growth
*Cheyne Capital continues to evaluate attractive investment opportunities in
residential mortgage-backed transactions as well as reviewing an increased
pipeline of investments backed by small-and-medium enterprise (SME) loans
Financial Highlights
+--------------------+------------+------------+------------+------------+
| |Q2 - Quarter|Q1 - Quarter|Six months |Period from |
| |ended 30 |ended 30 |ended 30 |6 September |
| |September |June 2006 |September |2005 to 31 |
| |2006 | |2006 |March 2006 |
| | | | | |
+--------------------+------------+------------+------------+------------+
|Operating income | Euro15,674,473| Euro14,992,921| Euro30,667,394| Euro12,480,487|
+--------------------+------------+------------+------------+------------+
|Operating expenses | (3,349,855)| (2,813,090)| (6,162,945)| (2,455,408)|
+--------------------+------------+------------+------------+------------+
|Finance costs | (1,772,011)| (1,182,461)| (2,954,472)| (260,052)|
+--------------------+------------+------------+------------+------------+
|Net profit | 10,552,607| 10,997,370| 21,549,977| 9,765,027|
+--------------------+------------+------------+------------+------------+
|Distributable net | 10,583,319| 10,599,894| 21,183,213| 9,765,027|
|profit | | | | |
+--------------------+------------+------------+------------+------------+
|Earnings per share | 0.26| 0.27| 0.53| 0.24|
+--------------------+------------+------------+------------+------------+
|Distributable | 0.26| 0.26| 0.52| 0.24|
|earnings per share | | | | |
+--------------------+------------+------------+------------+------------+
| |
+--------------------+------------+------------+------------+------------+
|Total assets | 520,550,381| 531,153,613| 520,550,381| 493,842,561|
+--------------------+------------+------------+------------+------------+
|Equity capital | 403,355,430| 403,364,220| 403,355,430| 402,069,116|
+--------------------+------------+------------+------------+------------+
|Total liabilities | 117,194,951| 127,789,393| 117,194,951| 91,773,445|
|(incl. financing) | | | | |
+--------------------+------------+------------+------------+------------+
Extracts from the unaudited quarterly accounts of the Company for the quarter
ended 30 June 2006 and the unaudited interim accounts of the Company for the six
months ended 30 September 2006 accompany this statement. The Company Summary
from the unaudited interim accounts for the six months ended 30 September 2006
is set out below.
Second Quarter Dividend
The Board of Directors has declared an interim quarterly dividend for the period
ended 30 September 2006 of Euro0.26 payable on 18 December 2006 to shareholders of
record on 24 November 2006.
Conference Call
A conference call to review the Company's financial results for the quarter and
six months ended 30 September 2006 will take place at 2:00 P.M. London time (9:
00 A.M. New York time) on 14 November 2006. All interested parties are welcome
to participate on the live call. You can access the conference call by dialing
+1 718 354 1361 (from within the U.S.) or +44 (0) 20 7138 0819 (from outside of
the U.S.) ten minutes prior to the scheduled start of the call; please reference
Queen's Walk Investment Limited Financial Results.
A webcast of the conference call will be available to the public on a
listen-only basis at www.queenswalkinv.com. Please allow extra time prior to
the call to visit the site and download the necessary software required to
listen to the internet broadcast. A replay of the webcast will be available for
three months following the call.
A replay of the conference call will be available until midnight UK time on 20th
November 2006. The replay can be accessed at +44 (0) 20 7806 1970 or +1 718 354
1112. The passcode for the replay is 6459732#.
Company Performance
The Company continued to perform strongly in the six-month period ended 30
September 2006, with total revenues having reached Euro30.7 million. While
operating and finance expenses of the Company were increased in the second
quarter (in line with the larger portfolio held over an entire quarter),
distributable net profit remained in line with the previous quarter, resulting
in earnings per share of Euro0.26 consistent with the previous quarter. Net profit
for the second quarter of Euro10.6 million was relatively unchanged from the first
quarter after taking into account a mark-to-market gain on certain bond
positions that was recognised in the first quarter. These bonds were sold
(realising a gain of Euro366,764) as part of a portfolio rebalancing exercise that
was undertaken in the second quarter to reduce refinancing risk and to further
optimise the yield on the Company's investment portfolio.
The Company's investment portfolio (including amounts receivable under total
return swap agreements but excluding cash) totalled Euro531.0 million as at 30
September 2006, compared to Euro530.7 million as at 30 June 2006 and approximately
Euro496 million as at 31 March 2006. While bond positions were sold in the second
quarter, three new residual income positions with an aggregate value of Euro67.7
million were added to the Company's investment portfolio in the second quarter.
These acquisitions were effected by having the Company's subsidiary, Trebuchet
Finance Limited, enter into total return swap agreements with Citigroup
Financial Products Inc. ("Citigroup") that reference the relevant assets. The
acquisition of these assets was partly funded through portfolio principal
receipts, the proceeds of sale of bond positions and, in the case of two of the
assets, financing provided by Citigroup.
The Company uses leverage to finance its investment portfolio where it believes
this will enhance returns to shareholders, subject to the leverage limits
contained in the Company's investment policy. The Company's leverage as at 30
September 2006 (including repurchase agreements and the leverage effected
through two of the total return swap agreements, net of cash) totalled Euro126.1
million, or 23.7% of the investment portfolio (compared to Euro115.8 million
(22.8%) at the end of the first quarter and Euro88.9 million (17.9%) as at 31 March
2006).
Portfolio Overview
The Company's investment portfolio as at 30 September 2006 is comprised of 25
investments in total. While the portfolio remains well diversified both
geographically and by asset class, it continues to be backed predominantly by
residential mortgages - the largest European asset class. As at 30 September
2006, the portfolio was comprised of: 86% RMBS (80% as at 31 March 2006); 4%
Small-and-Medium Enterprise (SME) (9%); and 15% diversified ABS (10%). The
geographic breakdown of the portfolio as at 30 September 2006 relative to the
portfolio as at 31 March 2006 is set out in the charts that follow.
+-------------------------------------------------+
|Queen's Walk Portfolio by Jurisdiction as at 30 |
|September 2006 |
+------------------------+------------------------+
|UK |51% |
+------------------------+------------------------+
|US |13% |
+------------------------+------------------------+
|Italy |6% |
+------------------------+------------------------+
|Holland |2% |
+------------------------+------------------------+
|Germany |3% |
+------------------------+------------------------+
|Portugal |15% |
+------------------------+------------------------+
|Diversified ABS |10% |
+------------------------+------------------------+
+-------------------------------------------------+
|Queen's Walk Portfolio by Jurisdiction as at 31 |
|March 2006 |
+------------------------+------------------------+
|UK |35% |
+------------------------+------------------------+
|US |18% |
+------------------------+------------------------+
|Italy |6% |
+------------------------+------------------------+
|Holland |10% |
+------------------------+------------------------+
|Germany |3% |
+------------------------+------------------------+
|Portugal |17% |
+------------------------+------------------------+
|Diversified ABS |11% |
+------------------------+------------------------+
A summary of the Company's ten largest investments as at 30 September 2006,
which account for 55.7% of the total portfolio by gross asset value, is set out
in the following table.
+---------+----------+---------+------------+----------------+-------------+
|Issuer |Asset Type|% of ABS |Description |Description of |Servicer / |
| | |Portfolio|of |Underlying |Administrator|
| | | |Investment |Assets | |
+---------+----------+---------+------------+----------------+-------------+
| |UK RMBS |8.87% |Series |Approximately |Mortgages Plc|
| | | |2006-1 |5,900 | |
|Newgate | | |Detachable |first-ranking | |
|Funding | | |Coupons, MER|near prime and | |
|plc | | |Payment |non-conforming | |
| | | |Receivables |residential | |
| | | |and Residual|mortgages | |
| | | |Payment | | |
| | | |Receivables | | |
+---------+----------+---------+------------+----------------+-------------+
|Eurosail |UK RMBS |6.64% |Residual |Approximately |Capstone |
|2006-1 | | |Certificates|9,800 |Mortgage |
|plc | | | |first-ranking |Services |
| | | | |prime, |Limited |
| | | | |non-conforming | |
| | | | |and buy-to-let | |
| | | | |residential | |
| | | | |mortgages | |
+---------+----------+---------+------------+----------------+-------------+
|RMAC |UK RMBS |6.13% |Mortgage |Approximately |Homeloan |
|2004-NSP4| | |Early |8,100 |Management |
|plc | | |Redemption |first-ranking |Limited |
| | | |Certificates|prime, near | |
| | | |and Residual|prime and | |
| | | |Certificates|non-conforming | |
| | | | |residential | |
| | | | |mortgages | |
+---------+----------+---------+------------+----------------+-------------+
|Southern |UK RMBS |5.58% |Class DTc |Approximately |Capstone |
|Pacific | | |Notes, Class|4,500 first |Mortgage |
|Financing| | |F Notes and |ranking, |Services |
|06-A plc | | |Residual |near-prime |Limited |
| | | |Certificates|residential | |
| | | | |mortgages | |
+---------+----------+---------+------------+----------------+-------------+
|Sestante |Italian |5.55% |Class D and |Approximately |Meliorbanca |
|Finance |RMBS | |Class E |3,500 |S.p.A. |
|S.R.L. | | |Notes |first-ranking | |
| | | | |prime | |
| | | | |residential | |
| | | | |mortgages | |
+---------+----------+---------+------------+----------------+-------------+
|RMAC 2005|UK RMBS |5.08% |Mortgage |Approximately |Homeloan |
|NS3 plc | | |Early |6,500 |Management |
| | | |Redemption |first-ranking |Limited |
| | | |Certificates|prime, near | |
| | | |and Residual|prime and | |
| | | |Certificates|non-conforming | |
| | | | |residential | |
| | | | |mortgages | |
+---------+----------+---------+------------+----------------+-------------+
|RMAC 2005|UK RMBS |4.99% |Mortgage |Approximately |Homeloan |
|NSP2 plc | | |Early |11,000 |Management |
| | | |Redemption |first-ranking |Limited |
| | | |Certificates|prime, near | |
| | | |and Residual|prime and | |
| | | |Certificates|non-conforming | |
| | | | |residential | |
| | | | |mortgages | |
+---------+----------+---------+------------+----------------+-------------+
|RMAC |UK RMBS |4.54% |Mortgage |Approximately |Homeloan |
|2005-NS1 | | |Early |7,800 |Management |
|plc | | |Redemption |first-ranking |Limited |
| | | |Certificates|prime, near | |
| | | |and Residual|prime and | |
| | | |Certificates|non-conforming | |
| | | | |residential | |
| | | | |mortgages | |
+---------+----------+---------+------------+----------------+-------------+
|Southern |UK RMBS |4.45% |Subordinated|Approximately |Southern |
|Pacific | | |Loan |3,000 first |Pacific |
|Financing| | |Agreement |ranking |Mortgage |
|05-B plc | | | |near-prime |Limited and |
| | | | |residential |Homeloan |
| | | | |mortgages |Management |
| | | | | |Limited |
+---------+----------+---------+------------+----------------+-------------+
|Magellan |Portuguese|3.91% |Class D |Approximately |Banco |
|Mortgages|RMBS | |Notes and |23,000 first |Comercial |
|No. 1 plc| | |Subordinated|ranking, |Portugues SA |
| | | |Loan |fully-amortising| |
| | | |Facility |residential | |
| | | |Agreement |mortgages | |
+---------+----------+---------+------------+----------------+-------------+
Outlook
The Company's investment manager, Cheyne Capital, continues to evaluate
attractive investment opportunities in the both the UK and continental Europe.
In addition to the significant pipeline of residential mortgage-backed
investment opportunities brought by the continued growth of the global
securitisation market, the regulatory capital changes brought by Basel II have
motivated many banks to securitise their portfolios of SME loans. The investment
manager sees significant potential opportunity for further investment in this
asset class, particularly in the short and medium term. Where the underlying SME
loan portfolios are sufficiently diverse and granular (in terms of the number of
underlying borrowers), the Company views this asset class as providing a good
compliment to its consumer finance-backed investments and, consequently, as
potentially providing significant benefit to shareholders in terms of portfolio
diversification as well as investment returns.
Dividend Policy
While the Company does not provide profit forecasts, it has provided guidance to
shareholders since the time of its IPO on target dividends for specific
financial periods. While these target dividends were not profit forecasts, a
change in the application of certain disclosure requirements relevant to the
Company and other investment companies since the time of the Company's IPO has
required the Company to alter its stated dividend policy in order to be able to
continue to provide this guidance to shareholders
As the Company believes that the provision of target dividends is important and
meaningful information for shareholders, the Company confirms that it remains
its intention to continue to announce, from time to time, target dividends for
its then current financial period (or periods). While the Company maintains its
objective of providing shareholders with stable returns in the form of quarterly
dividends, its dividend policy is no longer necessarily to distribute
substantially all of its distributable net income. The Company may in future
retain a portion of its distributable net income as a reserve for payment in
subsequent periods. This change in the Company's stated dividend policy is no
reflection on the Company's outlook for future performance and has been effected
solely for the purpose of being able to continue to provide shareholders with
information regarding target dividends.
Due to the strong performance of the Company since its IPO and as a result of
this change to the Company's dividend policy, the Company is now able to
announce a target dividend of not less than Euro0.27 per share for the quarter
ended 31 December 2006 and an increase in its aggregate target dividend for the
financial year ending 31 March 2007 from the Euro1.00 target announced at the time
of its IPO to an aggregate target dividend amount of not less than Euro1.07.
Any target dividends that the Company may announce from time to time should not
be regarded as providing any guidance regarding the level of the Company's
distributable net income for any period.
For further information please contact:
Investor Relations:
Caroline Villiers +44 (0) 20 7153 1521
Cheyne Capital:
Andrea Bonafe +44 (0) 20 7031 7480
About the Company:
Queen's Walk Investment Limited is a Guernsey-incorporated investment company
listed on the London Stock Exchange. The Company's investment objective is to
preserve capital and to provide stable returns to shareholders in the form of
quarterly dividends. To achieve this, Queen's Walk invests primarily in a
diversified portfolio of subordinated tranches of asset backed securities,
including the unrated "equity" or "first loss" residual income position
typically retained by the banks or other financial institutions which have
originated the loan assets that collateralise a securitisation transaction. The
Company makes such investments where its investment manager, Cheyne Capital
Management Limited, considers the coupon or cashflows from the investment to be
attractive relative to the credit exposure of the underlying asset collateral.
The Company believes that its investment focus provides equity investors with
exposure to a relatively new investment opportunity in this asset class.
The content of this announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "anticipates", "expects", "intends", "may", "will" or
"should". They include the statement regarding the target aggregate dividend. By
their nature, forward-looking statements involve risks and uncertainties and
readers are cautioned that any such forward-looking statements are not
guarantees of future performance. The Company's actual results and performance
may differ materially from the impression created by the forward-looking
statements. The Company undertakes no obligation to publicly update or revise
forward-looking statements, except as may be required by applicable law and
regulation (including the Listing Rules).
Any target dividends are based on certain assumptions as to future events which
may not prove to be realised. Due to the uncertainty surrounding these future
events, the targets are not intended to be and should not be regarded as profits
or earnings forecasts. There can be no assurance that these targets will be
achieved or that the Company will be able to pay dividends at the target levels
or at all. The payment of any target dividends is subject to the Company
generating sufficient profits or having sufficient retained earnings and there
can be no assurance that this will be the case. The Company may revise its
dividend policy from time to time.
The following extract from the quarterly accounts of the Company for the quarter
ended 30 September 2006 are unaudited.
Unaudited Consolidated Income Statement
For the quarter ended 30 September 2006
Note Quarter ended Quarter ended Period from 6
30 September 30 June 2006 September
2006 2005 to 31
March 2006 *
Euro Euro Euro
Operating income 15,674,473 14,992,921 12,480,487
Operating expenses
Other operating expenses (3,349,855) (2,813,090) (2,455,408)
Finance costs (1,772,011) (1,182,461) (260,052)
Total operating expenses (5,121,866) (3,995,551) (2,715,460)
Net profit 10,552,607 10,997,370 9,765,027
Distributable profits 2 10,583,319 10,599,894 9,765,027
Non-distributable profits 2 (30,712) 397,476 -
10,552,607 10,997,370 9,765,027
Earnings per Ordinary Share
Basic Euro 0.26 Euro 0.27 Euro 0.24
Diluted Euro 0.26 Euro 0.27 Euro 0.24
Distributable earnings per Ordinary
Share
Basic Euro 0.26 Euro 0.26 Euro 0.24
Diluted Euro 0.26 Euro 0.26 Euro 0.24
Weighted average Ordinary Shares Number Number Number
outstanding
Basic 40,620,756 40,620,756 40,620,756
Diluted 40,721,759 40,852,819 41,053,527
All items in the above statement are derived from continuing operations.
All income is attributable to the Ordinary Shareholders of the Company.
* The Company commenced its operations on 8 December 2005.
Unaudited Consolidated Statement of Changes in Shareholders' Equity
For the quarter ended 30 September 2006
Share Share Other Capital Accumulated Total
Capital Premium Reserve Reserve Profits
Euro Euro Euro Euro Euro Euro
Balance at
inception - - - - - -
Net profit
for the - - - - 9,765,027 9,765,027
period
Issuance of
Ordinary - 406,207,540 - - - 406,207,540
Shares
Share
options
issued - - - 7,672,500 - 7,672,500
Costs
related to - (21,575,951) - - - (21,575,951)
issuance
of Ordinary
Shares
Cancellation
of share - (384,631,589) 384,631,589 - - -
premium
Balance at
31 March - - 384,631,589 7,672,500 9,765,027 402,069,116
2006
Net profit
for the - - - - 10,997,370 10,997,370
quarter
Over accrual
of costs - - 46,715 - - 46,715
related to
issuance of
Ordinary Shares
Distributions
to the - - - - (9,748,981) (9,748,981)
Ordinary
Shareholders
of the Company
Balance at
30 June 2006 - - 384,678,304 7,672,500 11,013,416 403,364,220
Net profit
for the - - - - 10,552,607 10,552,607
quarter
Costs related
to - - - - - -
issuance of
Ordinary
Shares
Distributions
to the - - - - (10,561,397) (10,561,397)
Ordinary
Shareholders
of the Company
Balance at
30 September - - 384,678,304 7,672,500 11,004,626 403,355,430
2006
Unaudited Consolidated Balance Sheet
As at 30 September 2006
30 September 30 June 2006 31 March 2006
2006
Euro Euro Euro
Non-current assets
Investments at fair value
through profit or 449,585,317 501,439,102 487,890,499
loss
Current assets
Cash and cash equivalents 13,557,006 20,735,431 -
Other assets 57,408,058 8,979,080 5,952,062
70,965,064 29,714,511 5,952,062
Total assets 520,550,381 531,153,613 493,842,561
Equity and liabilities
Equity
Share capital - - -
Share premium account - - -
Other reserve 384,678,304 384,678,304 384,631,589
Capital reserve in respect of
share options 7,672,500 7,672,500 7,672,500
Accumulated profits 11,004,626 11,013,416 9,765,027
403,355,430 403,364,220 402,069,116
Current liabilities
Distribution payable - 9,748,981 -
Repurchase agreements 113,724,744 115,783,806 88,880,531
Other liabilities 3,470,207 2,256,606 2,892,914
Total liabilities 117,194,951 127,789,393 91,773,445
Total equity and liabilities 520,550,381 531,153,613 493,842,561
1. General information
Queen's Walk Investment Limited (the "Company") was registered on 6 September
2005 with registered number 43634 and is domiciled in Guernsey, Channel Islands.
The Company commenced its operations on 8 December 2005. The Company is a
closed-ended investment company with limited liability formed under The
Companies (Guernsey) Law, 1994 and its Ordinary Shares are listed on the London
Stock Exchange. The registered office of the Company is Dorey Court, Admiral
Park, St Peter Port, Guernsey, GY1 3BG, Channel Islands. "Group" is defined as
the Company and its subsidiary. At 30 September 2006, the Company's only
subsidiary was Trebuchet Finance Limited.
The Company's investment objective is to preserve capital and provide stable
returns to Shareholders in the form of quarterly dividends. It seeks to achieve
this by investing primarily in a diversified portfolio of tranches of
asset-backed securities ("ABS") where the Investment Manager considers that the
coupon or cash flows on the tranche are attractive relative to the underlying
credit. These are and will be, in most cases, below investment grade or unrated
and do or will, in many cases, represent the residual income positions typically
retained by the originator of a securitisation transaction as the "equity" or
"first loss" position.
The Group's investment management activities are managed by its Investment
Manager, Cheyne Capital Management Limited (the "Investment Manager"), an
investment management firm authorised and regulated by the Financial Services
Authority. The Company has entered into an Investment Management Agreement (the
"Investment Management Agreement") under which the Investment Manager manages
its day-to-day investment operations, subject to the supervision of the
Company's Board of Directors. The Company has no direct employees. For its
services, the Investment Manager receives a monthly management fee (which
includes a reimbursement of expenses) and a quarterly performance-related fee.
The Company has no ownership interest in the Investment Manager. The Company is
administered by Kleinwort Benson (Channel Islands) Fund Services Limited (the
"Administrator").
2. Distributable and non-distributable profits
Non-distributable profits relate to gains from investments which under the
United Kingdom Listing Rules are prohibited from being distributed to investors.
All other income is classed as distributable income. Distributable profits
represent the net of this distributable income less operating expenses.
QUEEN'S WALK INVESTMENT LIMITED
INTERIM REPORT AND ACCOUNTS
(UNAUDITED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2006
Company Summary
Company Performance
The Company continued to perform strongly in the six-month period ended 30
September 2006, with total revenues having reached Euro30.7 million. While
operating and finance expenses of the Company were increased in the second
quarter (in line with the larger portfolio held over an entire quarter),
distributable net profit remained in line with the previous quarter, resulting
in earnings per share of Euro0.26 consistent with the previous quarter. Net
profit for the second quarter of Euro10.6 million was relatively unchanged from the
first quarter after taking into account a mark-to-market gain on certain bond
positions that was recognised in the first quarter. These bonds were sold
(realising a gain of Euro366,764) as part of a portfolio rebalancing exercise that
was undertaken in the second quarter to reduce refinancing risk and to further
optimise the yield on the Company's investment portfolio.
The Company's investment portfolio (including amounts receivable under total
return swap agreements but excluding cash) totalled Euro531.0 million as at 30
September 2006, compared to Euro530.7 million as at 30 June 2006 and approximately
Euro496 million as at 31 March 2006. While bond positions were sold in the second
quarter, three new residual income positions with an aggregate value of Euro67.7
million were added to the Company's investment portfolio in the second quarter.
These acquisitions were effected by having the Company's subsidiary, Trebuchet
Finance Limited, enter into total return swap agreements with Citigroup
Financial Products Inc. ("Citigroup") that reference the relevant assets. The
acquisition of these assets was partly funded through portfolio principal
receipts, the proceeds of sale of bond positions and, in the case of two of the
assets, financing provided by Citigroup.
The Company uses leverage to finance its investment portfolio where it believes
this will enhance returns to shareholders, subject to the leverage limits
contained in the Company's investment policy. The Company's leverage as at 30
September 2006 (including repurchase agreements and the leverage effected
through two of the total return swap agreements, net of cash) totalled Euro126.1
million, or 23.7% of the investment portfolio (compared to Euro115.8 million
(22.8%) at the end of the first quarter and Euro88.9 million (17.9%) as at 31 March
2006).
Portfolio Overview
The Company's investment portfolio as at 30 September 2006 is comprised of 25
investments in total. While the portfolio remains well diversified both
geographically and by asset class, it continues to be backed predominantly by
residential mortgages - the largest European asset class. As at 30 September
2006, the portfolio was comprised of: 86% RMBS (80% as at 31 March 2006); 4%
Small-and-Medium Enterprise (SME) (9%); and 15% diversified ABS (10%). The
geographic breakdown of the portfolio as at 30 September 2006 relative to the
portfolio as at 31 March 2006 is set out in the charts that follow.
+-------------------------------------------------+
|Queen's Walk Portfolio by Jurisdiction as at 30 |
|September 2006 |
+------------------------+------------------------+
|UK |51% |
+------------------------+------------------------+
|US |13% |
+------------------------+------------------------+
|Italy |6% |
+------------------------+------------------------+
|Holland |2% |
+------------------------+------------------------+
|Germany |3% |
+------------------------+------------------------+
|Portugal |15% |
+------------------------+------------------------+
|Diversified ABS |10% |
+------------------------+------------------------+
+-------------------------------------------------+
|Queen's Walk Portfolio by Jurisdiction as at 31 |
|March 2006 |
+------------------------+------------------------+
|UK |35% |
+------------------------+------------------------+
|US |18% |
+------------------------+------------------------+
|Italy |6% |
+------------------------+------------------------+
|Holland |10% |
+------------------------+------------------------+
|Germany |3% |
+------------------------+------------------------+
|Portugal |17% |
+------------------------+------------------------+
|Diversified ABS |11% |
+------------------------+------------------------+
A summary of the Company's ten largest investments as at 30 September 2006,
which account for 55.7% of the total portfolio by gross asset value, is set out
in the following table.
+---------+----------+---------+------------+----------------+-------------+
|Issuer |Asset Type|% of ABS |Description |Description of |Servicer / |
| | |Portfolio|of |Underlying |Administrator|
| | | |Investment |Assets | |
+---------+----------+---------+------------+----------------+-------------+
| |UK RMBS |8.87% |Series |Approximately |Mortgages Plc|
| | | |2006-1 |5,900 | |
|Newgate | | |Detachable |first-ranking | |
|Funding | | |Coupons, MER|near prime and | |
|plc | | |Payment |non-conforming | |
| | | |Receivables |residential | |
| | | |and Residual|mortgages | |
| | | |Payment | | |
| | | |Receivables | | |
+---------+----------+---------+------------+----------------+-------------+
|Eurosail |UK RMBS |6.64% |Residual |Approximately |Capstone |
|2006-1 | | |Certificates|9,800 |Mortgage |
|plc | | | |first-ranking |Services |
| | | | |prime, |Limited |
| | | | |non-conforming | |
| | | | |and buy-to-let | |
| | | | |residential | |
| | | | |mortgages | |
+---------+----------+---------+------------+----------------+-------------+
|RMAC |UK RMBS |6.13% |Mortgage |Approximately |Homeloan |
|2004-NSP4| | |Early |8,100 |Management |
|plc | | |Redemption |first-ranking |Limited |
| | | |Certificates|prime, near | |
| | | |and Residual|prime and | |
| | | |Certificates|non-conforming | |
| | | | |residential | |
| | | | |mortgages | |
+---------+----------+---------+------------+----------------+-------------+
|Southern |UK RMBS |5.58% |Class DTc |Approximately |Capstone |
|Pacific | | |Notes, Class|4,500 first |Mortgage |
|Financing| | |F Notes and |ranking, |Services |
|06-A plc | | |Residual |near-prime |Limited |
| | | |Certificates|residential | |
| | | | |mortgages | |
+---------+----------+---------+------------+----------------+-------------+
|Sestante |Italian |5.55% |Class D and |Approximately |Meliorbanca |
|Finance |RMBS | |Class E |3,500 |S.p.A. |
|S.R.L. | | |Notes |first-ranking | |
| | | | |prime | |
| | | | |residential | |
| | | | |mortgages | |
+---------+----------+---------+------------+----------------+-------------+
|RMAC 2005|UK RMBS |5.08% |Mortgage |Approximately |Homeloan |
|NS3 plc | | |Early |6,500 |Management |
| | | |Redemption |first-ranking |Limited |
| | | |Certificates|prime, near | |
| | | |and Residual|prime and | |
| | | |Certificates|non-conforming | |
| | | | |residential | |
| | | | |mortgages | |
+---------+----------+---------+------------+----------------+-------------+
|RMAC 2005|UK RMBS |4.99% |Mortgage |Approximately |Homeloan |
|NSP2 plc | | |Early |11,000 |Management |
| | | |Redemption |first-ranking |Limited |
| | | |Certificates|prime, near | |
| | | |and Residual|prime and | |
| | | |Certificates|non-conforming | |
| | | | |residential | |
| | | | |mortgages | |
+---------+----------+---------+------------+----------------+-------------+
|RMAC |UK RMBS |4.54% |Mortgage |Approximately |Homeloan |
|2005-NS1 | | |Early |7,800 |Management |
|plc | | |Redemption |first-ranking |Limited |
| | | |Certificates|prime, near | |
| | | |and Residual|prime and | |
| | | |Certificates|non-conforming | |
| | | | |residential | |
| | | | |mortgages | |
+---------+----------+---------+------------+----------------+-------------+
|Southern |UK RMBS |4.45% |Subordinated|Approximately |Southern |
|Pacific | | |Loan |3,000 first |Pacific |
|Financing| | |Agreement |ranking |Mortgage |
|05-B plc | | | |near-prime |Limited and |
| | | | |residential |Homeloan |
| | | | |mortgages |Management |
| | | | | |Limited |
+---------+----------+---------+------------+----------------+-------------+
|Magellan |Portuguese|3.91% |Class D |Approximately |Banco |
|Mortgages|RMBS | |Notes and |23,000 first |Comercial |
|No. 1 plc| | |Subordinated|ranking, |Portugues SA |
| | | |Loan |fully-amortising| |
| | | |Facility |residential | |
| | | |Agreement |mortgages | |
+---------+----------+---------+------------+----------------+-------------+
Outlook
The Company's investment manager, Cheyne Capital, continues to evaluate
attractive investment opportunities in the both the UK and continental Europe.
In addition to the significant pipeline of residential mortgage-backed
investment opportunities brought by the continued growth of the global
securitisation market, the regulatory capital changes brought by Basel II have
motivated many banks to securitise their portfolios of SME loans. The investment
manager sees significant potential opportunity for further investment in this
asset class, particularly in the short and medium term. Where the underlying SME
loan portfolios are sufficiently diverse and granular (in terms of the number of
underlying borrowers), the Company views this asset class as providing a good
compliment to its consumer finance-backed investments and, consequently, as
potentially providing significant benefit to shareholders in terms of portfolio
diversification as well as investment returns.
INDEPENDENT REVIEW REPORT TO QUEEN'S WALK INVESTMENT LIMITED
Introduction
We have been instructed by the company to review the financial information for
the six months ended 30 September 2006 which comprises the consolidated income
statement, the consolidated balance sheet, the consolidated statement of changes
in equity, the consolidated cash flow statement and related notes 1 to 17. We
have read the other information contained in the interim report and considered
whether it contains any apparent misstatements or material inconsistencies with
the financial information.
This report is made solely to the company in accordance with Bulletin 1999/4
issued by the Auditing Practices Board. Our work has been undertaken so that we
might state to the company those matters we are required to state to them in an
independent review report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other than
the company, for our review work, for this report, or for the conclusions we
have formed.
Directors' responsibilities
The interim report, including the financial information contained therein, is
the responsibility of, and has been approved by, the directors. The directors
are responsible for preparing the interim report in accordance with the Listing
Rules of the Financial Services Authority which require that the accounting
policies and presentation applied to the interim figures are consistent with
those applied in preparing the preceding annual accounts except where any
changes, and the reasons for them, are disclosed.
Review work performed
We conducted our review in accordance with the guidance contained in Bulletin
1999/4 issued by the Auditing Practices Board for use in the United Kingdom. A
review consists principally of making enquiries of group management and applying
analytical procedures to the financial information and underlying financial data
and, based thereon, assessing whether the accounting policies and presentation
have been consistently applied unless otherwise disclosed. A review excludes
audit procedures such as tests of controls and verification of assets,
liabilities and transactions. It is substantially less in scope than an audit
performed in accordance with International Standards on Auditing (UK and
Ireland) and therefore provides a lower level of assurance than an audit.
Accordingly, we do not express an audit opinion on the financial information.
Review conclusion
On the basis of our review we are not aware of any material modifications that
should be made to the financial information as presented for the six months
ended 30 September 2006.
Deloitte & Touche
Unaudited Consolidated Income Statement
For the period from 1 April 2006 to 30 September 2006
Note Period from Period from
1 April 2006 to 6 September 2005
to 31 March 2006
30 September
2006
Euro Euro
Operating income 3 30,667,394 12,480,487
Operating expenses
Other operating expenses 4 (6,162,945) (2,455,408)
Finance costs 5 (2,954,472) (260,052)
Total operating expenses (9,117,417) (2,715,460)
Net profit 21,549,977 9,765,027
Distributable profits 6 21,183,213 9,765,027
Non-distributable profits 6 366,764 -
21,549,977 9,765,027
Earnings per Ordinary Share 8
Basic Euro 0.53 Euro 0.24
Diluted Euro 0.53 Euro 0.24
Weighted average Ordinary Shares 8 Number Number
outstanding
Basic 40,620,756 40,620,756
Diluted 40,721,759 41,063,527
All items in the above statement are derived from continuing operations.
All income is attributable to the Ordinary Shareholders of the Company.
The accompanying notes form an integral part of the financial statements.
Unaudited Consolidated Statement of Changes in Shareholders' Equity
For the period from 1 April 2006 to 30 September 2006
Share Share Other Capital Accumulated Total
Capital Premium Reserve Reserve Profits
Note Euro Euro Euro Euro Euro Euro
Net profit
for the - - - - 9,765,027 9,765,027
period
since
incorporation
Total recognised
income - - - - 9,765,027 9,765,027
and expense
Issuance
of 14,15 - 406,207,540 - - - 406,207,540
Ordinary
Shares
Share
options 14,17 - - - 7,672,500 - 7,672,500
issued
Costs
related 15 - (21,575,951) - - - (21,575,951)
to issuance
of
Ordinary
Shares
Cancellation
of 15 - (384,631,589) 384,631,589- - -
share
premium
Balance at
31 March
2006 - - 384,631,589 7,672,500 9,765,027 402,069,116
Net profit
for - - - - 21,549,977 21,549,977
the period
Total recognised
income - - - - 21,549,977 21,549,977
and expense
Overaccrual
of - - 46,715 - - 46,715
costs related to
issuance of
Ordinary Shares
Distribution
to 7 - - - - (20,310,378) (20,310,378)
the Ordinary
Shareholders of
the Company
Balance at
30 September - - 384,678,304 7,672,500 11,004,626 403,355,430
2006
The accompanying notes form an integral part of the financial statements.
Unaudited Consolidated Balance Sheet
As at 30 September 2006
Note 30 September 31 March
2006 2006
Euro Euro
Non-current assets
Investments at fair value
through profit or loss 10 449,585,317 487,890,499
Current assets
Cash and cash equivalents 13,557,006 -
Derivative financial assets -
total return swap 11 41,755,253 -
agreements
Derivative financial assets -
unrealised gain on 11 1,156,997 680,569
forward exchange contracts
Other assets 11 14,495,808 5,271,493
70,965,064 5,952,062
Total assets 520,550,381 493,842,561
Equity and liabilities
Equity
Share capital 14 - -
Share premium account 15 - -
Other reserve 384,678,304 384,631,589
Capital reserve in respect of share options 7,672,500 7,672,500
Accumulated profits 11,004,626 9,765,027
403,355,430 402,069,116
Current liabilities
Overdraft and repurchase agreements 12 113,724,744 88,880,531
Other liabilities 13 3,470,207 2,892,914
Total liabilities 117,194,951 91,773,445
Total equity and liabilities 520,550,381 493,842,561
The accompanying notes form an integral part of the financial statements.
These financial statements were approved by the Board of Directors on 13
November 2006.
Signed on behalf of the Board of Directors by:
Christopher Spencer Talmai Morgan
Director Director
Unaudited Consolidated Cash Flow Statement
For the period from 1 April 2006 to 30 September 2006
Note Period from Period from 6
1 April 2006 to September 2005
30 September to 31 March
2006 2006
Euro Euro
Net cash inflow/(outflow)
from operating 16 47,720,124 (406,156,829)
activities
Financing activities
Proceeds from issuance of
Ordinary Shares - 406,207,540
Costs related to issuance of Ordinary - (13,903,451)
Shares
Dividends paid to shareholders 7 (20,310,378) -
Cash flows from financing activities (20,310,378) 392,304,089
Net increase/(decrease) in cash 27,409,746 (13,852,740)
Reconciliation of net cash flow to movement
in net cash
Net increase/(decrease) in cash and cash 27,409,746 (13,852,740)
equivalents
Cash and cash equivalents at 31 March 2006 (13,852,740) -
Effect of exchange rate fluctuations on - -
cash and cash
equivalents
Cash and cash equivalents at end of period 13,557,006 (13,852,740)
The accompanying notes form an integral part of the financial statements.
Notes to the Unaudited Financial Statements for the period from 1 April to 30
September 2006
1. General information
Queen's Walk Investment Limited (the "Company") was registered on 6 September
2005 with registered number 43634 and is domiciled in Guernsey, Channel Islands.
The Company commenced its operations on 8 December 2005. The Company is a
closed-ended investment company with limited liability formed under The
Companies (Guernsey) Law, 1994 and its Ordinary Shares are listed on the London
Stock Exchange. The registered office of the Company is Dorey Court, Admiral
Park, St Peter Port, Guernsey, GY1 3BG, Channel Islands. "Group" is defined as
the Company and its subsidiary. At 30 September 2006, the Company's only
subsidiary was Trebuchet Finance Limited.
The Company's investment objective is to preserve capital and provide stable
returns to Shareholders in the form of quarterly dividends. It seeks to achieve
this by investing primarily in a diversified portfolio of tranches of
asset-backed securities ("ABS") where the Investment Manager considers that the
coupon or cash flows on the tranche are attractive relative to the underlying
credit. These are and will be, in most cases, below investment grade or unrated
and do or will, in many cases, represent the residual income positions typically
retained by the originator of a securitisation transaction as the "equity" or
"first loss" position.
The Group's investment management activities are managed by its Investment
Manager, Cheyne Capital Management Limited (the "Investment Manager"), an
investment management firm authorised and regulated by the Financial Services
Authority. The Company has entered into an Investment Management Agreement (the
"Investment Management Agreement") under which the Investment Manager manages
its day-to-day investment operations, subject to the supervision of the
Company's Board of Directors. The Company has no direct employees. For its
services, the Investment Manager receives a monthly management fee (which
includes a reimbursement of expenses) and a quarterly performance-related fee.
The Company has no ownership interest in the Investment Manager. The Company is
administered by Kleinwort Benson (Channel Islands) Fund Services Limited (the
"Administrator").
At the date of authorisation of these financial statements, the following
Standard, which has not been applied in these financial statements, was in issue
but not yet effective:
IFRS 7 Financial Instruments: Disclosures; and the related amendment to IAS 1 on
capital disclosures.
The Directors anticipate that the adoption of the above Standard in future
periods will not have a material impact on the financial statements of the
Company and Group except for additional disclosures on capital and financial
instruments when the Standard comes into force for periods commencing on or
after 1 January 2007.
The comparative period figures disclosed relate to the period from incorporation
(6 September 2005) to 31 March 2006.
2. Significant accounting policies
Statement of compliance
The financial statements of the Group have been prepared in accordance with
International Financial Reporting Standards ("IFRS"), which comprise standards
and interpretations approved by the International Accounting Standards Board
("the IASB"), and International Accounting Standards and Standing
Interpretations Committee interpretations approved by the International
Accounting Standards Committee ("IASC") that remain in effect, together with
applicable legal and regulatory requirements of Guernsey Law and the Listing
Rules of the UK Listing Authority.
Basis of preparation
The Financial Statements of the Group are prepared under International Financial
Reporting Standards on the historical cost or amortised cost basis except that
the following assets and liabilities are stated at their fair value: derivative
financial instruments, financial instruments held for trading and financial
instruments classified as fair value through profit or loss.
The principal accounting policies are set out below. The preparation of
financial statements in conformity with IFRS requires the Group to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates. These financial statements are presented in Euros because
that is the currency of the primary economic environment in which the Group
operates. The functional currency of the Group is also considered to be Euros.
Basis of consolidation
Subsidiaries are entities controlled by the Company. The financial statements of
subsidiaries are included in the consolidated financial statements from the date
that control commences until the date that control ceases.
In accordance with the Standing Interpretations Committee Interpretation 12
"Consolidation-Special Purpose Entities" ("SIC 12"), the Company consolidates
only entities over which control is indicated by activities, decision making,
benefits and residual risks of ownership. Where the Company does consolidate a
special purpose entity ("SPE"), the interest in the notes not held by the
Company will be shown as a liability in the balance sheet. Any income or
expenses attributable to these note holders will be shown as an expense in the
income statement. In accordance with SIC 12 the Company does not consolidate an
SPE in which it holds less than a substantial interest in the residual income
position. Where it holds more than a substantial interest, it does not
consolidate the SPE where the residual income position represents only a small
part of the gross assets of the SPE and the Company was neither involved in the
establishment of the SPE or the origination of the assets owned by the SPE, on
the basis that the Company is not exposed to the majority of the risks and
benefits of the assets owned by the SPE, provided control is not otherwise
indicated by the Company's activities, decision making, benefits and residual
risks or ownership.
Investments
Financial assets are classified as at fair value through profit or loss and are
stated at fair value, with any resultant gain or loss being recognised in the
income statement. Where these investments are interest-bearing, interest
calculated using the effective interest method is recognised in the income
statement.
Financial assets classified as at fair value through profit or loss are
recognised/derecognised by the Group on the date it commits to purchase/sell the
investments in regular way trades.
Non-tradeable loans provided by the Group to third parties are accounted for at
amortised cost.
Cash and cash equivalents
Cash and cash equivalents includes amounts held in interest bearing accounts and
overdraft facilities.
Derivative financial instruments
Derivative financial instruments used by the Group to hedge its exposure to
foreign exchange and interest rate risks arising from operational, financing and
investment activities that do not qualify for hedge accounting are accounted for
as trading instruments. The Group may also enter into credit default or total
return swap arrangements where the underlying asset or assets would otherwise be
within the Group's investment policy in order to obtain substantially the same
economic exposure to the returns and risks associated with holding such
underlying asset or assets.
Derivative financial instruments (including embedded derivatives) are recognised
initially at fair value. Subsequent to initial recognition, derivative financial
instruments are stated at fair value. The gain or loss on remeasurement to fair
value is recognised immediately in the income statement. However, where
derivatives qualify for hedge accounting, recognition of any resultant gain or
loss depends on the nature of the item being hedged.
Forward exchange contracts
Fair value of forward exchange contracts is their quoted market price at the
balance sheet date, being the present value of the quoted forward price.
Fair value
All financial assets carried at fair value are initially recognised at fair
value and subsequently re-measured at fair value based on quoted bid prices
where such bids are available from a third party in a liquid market. If quoted
bid prices are unavailable, the fair value of the financial asset is estimated
using pricing models incorporating discounted cash flow techniques. These
pricing models apply assumptions regarding asset-specific factors and economic
conditions generally, including delinquency rates, prepayment rates, default
rates, maturity profiles, interest rates and other factors that may be relevant
to each financial asset. Where such pricing models are used, inputs are based on
market related measures at the balance sheet date.
Offsetting financial instruments
Financial assets and liabilities are offset and the net amount reported within
assets and liabilities when there is a legally enforceable right to set off the
recognised amounts and there is an intention to settle on a net basis, or
realise the asset and settle the liability simultaneously.
Repurchase agreements
The Company may finance the acquisition of some of its investments through the
use of repurchase agreements. Repurchase agreements are treated as
collateralised financing transactions and are carried at their contractual
amounts, including accrued interest, as specified in the respective agreements.
Accrued interest is recorded as a separate line item on the balance sheet.
Derecognition of a financial asset
A transfer of a financial asset is accounted for as a derecognition only if
substantially all of the asset's risks and rewards of ownership are transferred
or control is transferred in the event that not substantially all of the asset's
risks and rewards of ownership are transferred. However, if substantially all of
the risks and rewards are retained, the asset is not derecognised. Control is
transferred if the transferee has the practical ability to sell the asset
unilaterally without needing to impose additional restrictions on the transfer.
Interest-bearing loans and borrowings
Interest-bearing borrowings are recognised initially at fair value less
attributable transaction costs. Subsequent to initial recognition,
interest-bearing borrowings are stated at amortised cost with any difference
between cost and redemption value being recognised in the income statement over
the period of the borrowings on an effective interest basis.
Financing costs associated with the issuance of financings are deferred and
amortised over the term of the financings using the effective interest rate
method, in line with market practice.
Foreign currency transactions
Transactions in foreign currencies are translated at the foreign exchange rate
ruling at the date of the transaction. Monetary assets and liabilities
denominated in foreign currencies at the balance sheet date are translated to
Euro at the foreign exchange rate ruling at that date. Foreign exchange
differences arising on translation are recognised in the income statement.
Non-monetary assets and liabilities that are measured in terms of historical
cost in a foreign currency are translated using the exchange rate at the date of
transaction. Non-monetary assets and liabilities denominated in foreign
currencies that are stated at fair value are translated to Euro at foreign
exchange rates ruling at the dates the fair value was determined.
Provisions
A provision is recognised in the balance sheet when the Group has a present
legal or constructive obligation as a result of a past event, and it is probable
that an outflow of economic benefits will be required to settle the obligation,
and the obligation can be reliably measured. If the effect is material,
provisions are determined by discounting the expected future cash flows at a
pre-tax rate that reflects current market assessments of the time value of money
and, where appropriate, the risks specific to the liability.
Transaction expenses
The preliminary expenses of the Company directly attributable to its initial
public offering and any costs associated with the establishment of the Company
are charged to the share premium or other reserve account.
Share options granted to the Investment Manager are treated as a transaction
expense on the basis that they are granted by the Company as a fee for the
Investment Manager's work in raising capital for the Company. The fair value of
such options is charged to the share premium account. The share premium account
is credited with the fair value of such options at the time that such options
are vested.
Interest income
Interest income is accrued based on the outstanding principal amount of the
Company's financial assets and their contractual terms. Premiums and discounts
associated with the purchase of financial assets are amortised or accreted into
interest income over the projected lives of the investments using the effective
interest method as defined under International Accounting Standard 39. The
Company's policy for estimating prepayment speeds for calculating the effective
yield is to evaluate historical performance, market consensus indicators and
current market conditions. Where the Company adjusts its effective yield
calculation to take account of any change in underlying assumptions, such
adjustments are recognised in the income statement.
Taxation
The Company is a tax-exempt Guernsey limited company. Accordingly, no provision
for income taxes is made. Trebuchet Finance Limited is a "qualifying company"
within the meaning of section 110 of the Irish Taxes Consolidation Act 1997 and
accordingly its taxable profits are subject to tax at a rate of 25 per cent.
Payments under the Participation Note are paid gross to the Company and the
income portion of such payments is deductible by Trebuchet Finance Limited.
Consequently, Trebuchet Finance Limited has a minimal amount of taxable income.
The activities of Trebuchet Finance Limited are exempt for Value Added Tax (VAT)
purposes under the VAT Act of 1972.
Other receivables
Other receivables do not carry any interest and are short-term in nature and are
accordingly stated at their nominal value as reduced by appropriate allowances
for estimated irrecoverable amounts.
Financial liabilities and equity
Financial liabilities and equity are classified according to the substance of
the contractual arrangements entered into. An equity instrument is any contract
that evidences a residual interest in the assets of the Company after deducting
all of its liabilities. Financial liabilities and equity are recorded at the
proceeds received, net of issue costs.
Other accruals and payables
Other accruals and payables are not interest-bearing and are stated at their
nominal value.
3. Operating Income
Period from Period from 6
1 April 2006 to September 2005
30 September 2006 to 31 March 2006
Euro Euro
Interest income from cash and cash 147,289 78,188
equivalents
Interest income from investments in
asset-backed securities
32,063,787 13,299,260
Interest income from commercial paper 240,196 485,169
Interest income from swap agreements 795,925 36,923
Net realised foreign exchange (losses)/gains 2,731,702) 3,710,904
Net realised gains on investments 366,764 -
Net realised gains on swap agreements 78,052 -
Net unrealised foreign exchange losses (292,917) (5,129,957)
Total operating income 30,667,394 12,480,487
4. Other operating expenses
Period from Period from 6
1 April 2006 to September 2005
30 September 2006 to 31 March 2006
Euro Euro
Investment management, custodian and
administration fees
Investment management and incentive fee
(Note 17) 4,734,552 1,814,524
Administration fee (Note 17) 180,210 97,785
Custodian fee (Note 17) 55,399 29,356
4,970,161 1,941,665
Other operating expenses
Audit and accounting fees 329,771 54,467
Directors' fees payable to Directors of
Queen's Walk Investment Limited
120,000 135,652
Directors' fees payable to Directors of
Trebuchet Finance Limited
25,000 8,500
Legal fees 123,294 189,210
Other expenses 594,719 125,914
1,192,784 513,743
Total other operating expenses 6,162,945 2,455,408
The Company has no employees.
5. Finance costs
Period from Period from 6
1 April 2006 to September 2005
30 September 2006 to 31 March 2006
Euro Euro
Finance costs arises from:
Overdraft - 2,713
Total return swap agreements 224,748 -
Repurchase agreements 2,729,724 257,339
Total finance costs 2,954,472 260,052
6. Distributable and non-distributable profits
Non-distributable profits relate to gains from investments which under the
United Kingdom Listing Rules are prohibited from being distributed to investors.
All other income is classed as distributable income. Distributable profits
represent the net of this distributable income less operating expenses.
Period from Period from 6
1 April 2006 to September 2005
30 September 2006 to 31 March 2006
Euro Euro
Distributable earnings
Distributable profits 21,183,213 9,765,027
Distribution made for quarter end June 2006 (10,561,397) -
10,621,816 9,765,027
Distributable earnings per Ordinary Share
Basic Euro 0.26 Euro 0.24
Diluted Euro 0.26 Euro 0.24
7. Dividends
Period from Period from 6
1 April 2006 to September 2005
30 September 2006 to 31 March 2006
Euro Euro
Interim dividend for the period ended 31 9,748,981 -
March 2006
Interim dividend for the quarter ended 30 10,561,397 -
June 2006
Interim amounts recognised as distributions
to equity holders in the period
20,310,378 -
Proposed interim dividend for the quarter ended 30 September 2006 of Euro 0.26
per share, total proposed distribution of Euro 10,561,397 (period ended 31 March
2006 Euro 0.24 per share, total distribution Euro 9,748,981).
8. Earnings per share
Period from Period from 6
1 April 2006 to September 2005
30 September 2006 to 31 March 2006
Euro Euro
The calculation of the basic and diluted
earnings per share is based on the following
data:
Earnings for the purposes of basic earnings
per share being net profit attributable to
equity holders 21,549,977 9,765,027
Weighted average number of Ordinary Shares 40,620,756 40,620,756
for the purposes of basic earnings per share
Effect of dilutive potential Ordinary Shares:
Share options 101,003 442,771
Weighted average number of Ordinary Shares 40,721,759 41,063,527
for the purposes of diluted earnings per
share
9. Subsidiary
Trebuchet Finance Limited was incorporated in Ireland on 19 May 2005 and,
pursuant to the Articles of Association of Trebuchet Finance Limited, the
Company has the right to appoint a majority of the Board of Directors of
Trebuchet Finance Limited. Two of the Directors of the Company have been
appointed directors of Trebuchet Finance Limited. To ensure that the Company
will be able to maintain a majority of the Board of directors of Trebuchet
Finance Limited in the future, the Company has been allotted a single share in
Trebuchet Finance Limited carrying the right to appoint a majority of the Board
of directors. Trebuchet Finance Limited was established for the sole purpose of
acquiring and holding interests in certain assets.
10. Investments
Investments are classified as at fair value through profit or loss and are
stated at fair value, with any resultant gain or loss being recognised in the
income statement. Amortised cost as derived by the models represents fair value
at the date of this report. Where these investments are interest-bearing,
interest calculated using the effective interest method is recognised in the
income statement. The following is a summary of the Group's investments at fair
value through profit or loss at 30 September 2006 and 31 March 2006:
30 September 31 March 2006
2006
Asset-backed securities Euro Euro
Opening amortised cost 487,890,499 -
Purchases 38,187,842 512,741,882
Sales proceeds (45,547,861) -
Realised gain 366,764 -
Principal paydown received (31,239,686) (18,936,309)
Unrealised foreign exchange losses(1) (72,241) (5,915,074)
Closing amortised cost 449,585,317 487,890,499
(1)The Group's policy is to hedge foreign exchange exposure resulting from
non-Euro denominated investments by both entering into foreign exchange hedging
arrangements and, where investments are financed, by entering into financing
arrangements that are denominated in the same currencies.
11. Other assets
30 September 31 March 2006
2006
Euro Euro
Interest receivable 4,204,782 4,777,493
Amounts receivable on securities sold 9,606,914 -
Margin amounts held with brokers - 494,000
Prepayments 684,112 -
14,495,808 5,271,493
The Directors consider that the carrying amount of other assets approximates
their fair value.
The following foreign exchange forward contracts were unsettled at 30 September
2006:
Maturity Date Amount Bought Amount Sold Unrealised Gain/(Loss)
Euro
29 December 2006 Euro 179,506,136 GBP 121,400,000 1,156,997
29 December 2006 Euro 112,034,949 USD 143,100,000 (408,630)
748,367
On 9 August 2006, the Company's subsidiary, Trebuchet Finance Limited
("Trebuchet"), entered into three total return swap transactions with Citigroup
Financial Products Inc. ("Citigroup"). All of the transactions provide
Trebuchet with economic ownership of the reference assets and two of the
transactions effect leverage. The transactions are summarised in the following
table.
Reference Asset % of Reference Reference Servicer/
Notional Amount Asset Purchase Asset Type Administrator
Reference Asset Price Posted as
Collateral
RMAC 2005-NS4 Plc GBP 8,970,000 100% UK RMBS Homeloan
Residual Management
Certificates and Limited
Mortgage Early
Redemption
Certificates
RMAC 2005-NS3 Plc GBP 17,565,000 50% UK RMBS Homeloan
Residual Management
Certificates and Limited
Mortgage Early
Redemption
Certificates
RMAC 2005-NSP2 GBP 17,665,000 50% UK RMBS Homeloan
Plc Residual Management
Certificates and Limited
Mortgage Early
Redemption
Certificates
The fair value of the amounts receivable on the total return swap transactions
at the period end was Euro 41,755,253.
12. Overdraft and repurchase agreements
30 September 31 March 2006
2006
Euro Euro
Net overdraft and cash equivalents - 13,852,740
Repurchase agreements 113,724,744 75,027,791
113,724,744 88,880,531
Asset-backed securities totalling Euro 113,474,656 have been granted as security
in relation to the repurchase agreements. The weighted average interest rates on
the repurchase agreements as at 30 September 2006 were 3.49% (Euro), 5.86% (GBP)
and 6.33% (USD). The repurchase agreements outstanding at 30 September 2006
matured between 4 October 2006 and 31 October 2006 and have been rolled.
13. Other liabilities
30 September 31 March
2006 2006
Euro Euro
Interest payable 282,570 196,634
Due to related parties - Investment Manager (Note 1,316,500 1,814,524
17)
Derivative financial liabilities - unrealised loss
on forward exchange contracts
408,630 -
Accrued expenses 1,462,507 881,756
3,470,207 2,892,914
Other liabilities principally comprise amounts outstanding in respect of
interest payable and ongoing costs. The Directors consider the carrying amount
of other liabilities approximates to their fair value.
14. Share capital
Authorised share capital
30 September 30 September
2006 2006
Number of Euro
Ordinary Shares
Ordinary shares of no par value each Unlimited -
Issued and fully paid
Number of Euro
Ordinary Shares
Balance at start of period 40,620,756 -
Issue of new Ordinary Shares with no par value during - -
the period
Balance at 30 September 2006 40,620,756 -
Authorised share capital
31 March 2006 31 March 2006
Number of Euro
Ordinary Shares
Ordinary shares of no par value each Unlimited -
Issued and fully paid
Number of Euro
Ordinary Shares
Balance at date of incorporation 2 -
Issue of new Ordinary Shares with no par value during 40,620,754 -
the period
Balance at 31 March 2006 40,620,756 -
Upon incorporation 2 Ordinary Shares of no par value were issued. On 13 December
2005 the Company issued 22,500,000 Ordinary Shares for subscription in its
Initial Public Offering at an Offer Price of Euro 10 per share. In addition, the
Company simultaneously issued 17,900,754 Ordinary Shares to Cheyne ABS
Opportunities Fund LP (along with transferring the two Ordinary Shares issued on
incorporation) in exchange for a portfolio of investments and 220,000 Ordinary
Shares were also issued to the Directors.
In recognition of the work performed by the Investment Manager in raising
capital for the Company, the Company granted to Cheyne Global Services Limited
on 8 December 2005 options representing the right to acquire 2,250,000 Shares,
being 10 per cent of the number of Offer Shares (that is, excluding the Shares
issued to Cheyne ABS Opportunities Fund LP and the Shares issued to the
Directors), at an exercise price per share equal to the Offer Price.
15. Share premium account
30 September 31 March 2006
2006
Euro Euro
Balance at start of period - -
Premium arising from issue of Ordinary Shares - 406,207,540
Expenses of issue of Ordinary Shares - (13,903,451)
Share options granted on issue of Ordinary - (7,672,500)
Shares
Cancellation of share premium transferred to - (384,631,589)
other reserve
Balance at end of period - -
The Ordinary Shares of the Company have no par value. As such, the proceeds of
the Initial Public Offering represent the premium on the issue of the Ordinary
Shares. In accordance with the accounting policies of the Company and as allowed
by The Companies (Guernsey) Law, 1994, the costs of the Initial Public Offering
have been written off against the share premium/other reserve account. The issue
costs associated with the Initial Public Offering amounted to Euro 13,856,736
and share options with a value of Euro 7,672,500 (Notes 14 and 17).
The Company has passed a special resolution cancelling the amount standing to
the credit of its share premium account immediately following admission to the
London Stock Exchange. In accordance with The Companies (Guernsey) Law, 1994 (as
amended) (the "Companies Law"), the Directors applied to the Royal Court in
Guernsey for an order confirming such cancellation of the share premium account
following admission. The Other reserve created on cancellation is available as
distributable profits to be used for all purposes permitted by the Companies
Law, including the buy back of Ordinary Shares and the payment of dividends.
16. Notes to cashflow statement
Period from Period from 6
1 April 2006 to September 2005
30 September to 31 March
2006 2006
Euro Euro
Net profit 21,549,977 9,765,027
Adjustments for:
Realised gains on sale of investments (366,764) -
Unrealised foreign exchange losses 72,241 5,915,074
Unrealised gains on derivatives foreign (67,798) (680,569)
exchange losses
21,187,656 14,999,532
Purchases of investments and swap agreements (79,943,095) (512,741,882)
Sales proceeds 35,940,947 -
Principal paydown received 31,239,686 18,936,309
(12,762,462) (493,805,573)
Net borrowings under repurchase agreements 38,696,953 75,027,791
Decrease/(increase) in receivables 382,599 (5,271,493)
Increase in payables 215,378 2,892,914
597,977 (2,378,579)
Net cash inflow/(outflow) from operating 47,720,124 (406,156,829)
activities
Purchases and sales of investments are considered to be operating activities of
the Group, given its purpose, rather than investing activities.
Cash and cash equivalents includes amounts held in interest bearing accounts and
overdraft facilities.
17. Material agreements and related parties
Investment Manager
The Company and Trebuchet Finance Limited are parties to an Investment
Management Agreement with the Investment Manager, dated 8 December 2005,
pursuant to which each of the Company and Trebuchet Finance Limited has
appointed the Investment Manager to manage their respective assets on a
day-to-day basis in accordance with their respective investment objectives and
policies, subject to the overall supervision and direction of their respective
Boards of Directors.
The Company pays the Investment Manager a Management Fee and Incentive Fee (see
Notes 4 and 13).
Management Fee
Under the terms of the Investment Management Agreement, the Investment Manager
is entitled to receive from the Company an annual management fee of 1.75 per
cent of the net asset value of the Company other than to the extent that such
value is comprised of any investment where the underlying asset portfolio is
managed by the Investment Manager (as is the case with Cheyne ABS Investments I
plc, Cheyne Finance plc, Cheyne High Grade ABS CDO Ltd and Cheyne CLO
Investments I Limited). The management fee is calculated and payable monthly in
arrears.
Incentive Fee
Under the terms of the Investment Management Agreement, the Investment Manager
is entitled to receive an incentive compensation fee in respect of each
incentive period that is paid quarterly in arrears. An incentive period will
comprise each successive quarter, except the first such period was the period
from admission to the London Stock Exchange to 31 March 2006.
The Incentive Fee for each incentive period is an amount equivalent to 25 per
cent of the amount by which A exceeds (B x C) where:
A The Company's consolidated net income taking into account any realised or
= unrealised losses (but only to the extent they have not been deducted in a
prior incentive period) and excluding any gains from the revaluation of
investments, as shown in the Company's latest consolidated management
accounts for the relevant quarter, before payment of any Incentive Fee;
B An amount equal to a simple interest rate equal to two per cent per quarter,
= subject to the reset mechanic described below (the "Hurdle Rate"); and
C The weighted average number of Shares outstanding during the relevant quarter
= multiplied by the weighted average offer price of such Shares.
For the purposes of calculating the Incentive Fee, the Hurdle Rate will be reset
on 1 April 2009, and on each 1 April thereafter to equal the greater of (i) a
simple interest rate equal to two per cent per quarter, or (ii) one quarter of
the sum of the then-prevailing yield per annum on ten-year German Bunds and
300 basis points. While the Company will not pay a Management Fee in respect of
that portion of its portfolio that is comprised of investments where the
Investment Manager receives fees for its management of the underlying asset
portfolio, the income from such investments will be included in the consolidated
net income of the Company for the purpose of calculating the Incentive Fee.
Administration Fee
Under the terms of the Administration Agreement, the Administrator is entitled
to receive from the Company an administration fee of 0.125 per cent of the gross
asset value of the Company up to Euro 80,000,000 and 0.0325 per cent of the
gross asset value of the Company greater than Euro 80,000,000.
Investments in other entities managed by the Investment Manager
As at 30 September 2006, the Company held investments with a total value of Euro
50,362,887 in the following entities, which are managed by the Investment
Manager: Cheyne Finance Plc; Cheyne ABS Investments I PLC; Cheyne High Grade ABS
CDO Ltd; and Cheyne CLO Investments I Limited.
Custodian Fee
Under the terms of the Custodian Agreement, the Custodian is entitled to receive
from the Company a custodian fee of 0.03 per cent of the gross asset value of
the Company up to Euro 80,000,000 and 0.02 per cent of the gross asset value of
the Company greater than Euro 80,000,000, plus additional fees in relation to
transaction fees, statutory reporting, corporate secretarial fees and other out
of pocket expenses.
Investment Manager Options
In recognition of the work performed by the Investment Manager in raising
capital for the Company, the Company granted to Cheyne Global Services Limited
on 8 December 2005 options representing the right to acquire 2,250,000 Shares,
being 10 per cent of the number of Offer Shares (that is, excluding the Shares
issued to Cheyne ABS Opportunities Fund LP and the Shares issued to the
Directors), at an exercise price per share equal to the Offer Price. The
Investment Manager Options are fully vested and immediately exercisable on the
date of admission to the London Stock Exchange and will remain exercisable until
the 10th anniversary of that date. The Company may grant further Investment
Manager Options in connection with any future offering of Shares. Such options,
if any, will represent the right to acquire Shares equal to not more than 10 per
cent of the number of Shares being offered in respect of that future offering
and will have an exercise price equal to the offer price for that offering. The
aggregate fair value of the options granted at the time of the Initial Public
Offering using a Black-Scholes valuation model was Euro 7,672,500 (reflecting a
valuation of Euro 3.41 per option). This amount has been treated as a cost of
the Initial Public Offering.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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