Replacement Annual Financial Report -2-
April 30 2010 - 11:47AM
UK Regulatory
inappropriate to presume that the Company and Group will continue in business;
· present information, including accounting policies, in a manner that
provides relevant, reliable, comparable and understandable information;
· provide additional disclosures when compliance with the specific
requirements in IFRS is insufficient to enable users to understand the impact of
particular transactions, other events and conditions on the entity's financial
position and financial performance; and
· state that the Company and Group has complied with IFRS as adopted by the
European Union, subject to any material departures disclosed and explained in
the financial statements.
The Directors confirm that they have complied with the above requirements in
preparing the consolidated financial statements. The Directors confirm that the
consolidated financial statements contain a fair review of the events during the
period and a description of the principle risks and uncertainties for the next
twelve months.
The Directors are responsible for keeping proper books of account which disclose
with reasonable accuracy at any time the financial position of the group and
Company and to enable them to ensure that the consolidated financial statements
are prepared in accordance with Companies Acts 1963 to 2009, the Listing Rules
of the UK Listing Authority and the Non-UCITS Series of Notices (the "Notices").
They are also responsible for safeguarding the assets of the group and Company
and hence for taking reasonable steps for the prevention and detection of fraud
and other irregularities.
In preparing these consolidated financial statements for the year to 31 December
2009 the Directors confirm that, to the best of their knowledge:
(a) the consolidated financial statements, prepared in accordance with
International Financial Reporting Standards, give a true and fair view of the
assets, liabilities, financial position and profit or loss of the group and
Company and the undertakings included in the consolidated financial statements
taken as a whole;
(b) the directors' report, chairman's report and investment manager's review
include a fair review of the development and performance of the business and the
position of the group and Company and the undertakings included in the
consolidated financial statements taken as a whole, together with a description
of the principal risks and uncertainties that they face.
INVESTMENT MANAGER'S REVIEW
For the year ended 31 December 2009
Overview
The fourth quarter saw a continuation of the improving trends witnessed in the
third quarter - loan prices continued to rally, defaults and CCC downgrades
moderated and as a result CLO collateral coverage tests (at least in the US)
improved. In concert with this improvement and the continued interest of
investors in higher risk assets, CLO security prices appreciated in value,
despite a minor sell off in late November, particularly in more junior tranches.
The sell off was met with high demand and bonds rallied to end the year through
the highs.
Carador entered the rally with a portfolio which during the second and third
quarter had expanded to include senior CLO tranches. We continued to invest in
senior tranches and also selectively invested in mezzanine tranches as the rally
improved their prospects. We took profits on some of the investments made in the
past year, where we viewed the potential future upside to be limited.
While we expect that the market will continue to see volatility, it is clear
from the current improved market technicals that it is unlikely we will re-test
the lows of the first quarter. CLOs have benefited from the improvement in
fundamentals during 2009. We expect this to continue as default rates fall,
asset prices rally and the economy improves through 2010. While the improvement
in European CLOs has lagged that in the US, we expect this to gradually change.
Market overview
Leveraged loans
The US and European leveraged loan market continued to outperform many asset
classes. The Credit Suisse Leveraged Loan Index posted a 44.9% return in 2009, a
complete turn around from 2008's -28.8% return. More than 60% of the loan market
now trades at a price of 90 cents or greater compared with only 5% in December
2008(1).
The key drivers to performance were an improvement in both fundamentals and
technical conditions. Technicals improved vastly over the course of 2009 as a
result of the ongoing inventory squeeze. New-issue volume fell to all-time lows
even as repayments continued at a rate of 1.25% per month, exceeding supply by
$46.5 billion over the year. Over the year, the institutional universe
contracted 10.9% from $596 billion at year-end 2008(2) and technical conditions
remain robust. In the fourth quarter alone, accounts built up large cash
positions on the strength of bond-for-loan take-out activity, which totalled $8
billion during the final three months of 2009. For the full year bond issuance
was a multiple of loan issuance for the first time since 2004(3).
The Credit Suisse Western European Leveraged Loan Index (hedged, in euro) was up
with a return of 47.2% in 2009. While the European loan market has slightly
lagged the US rally, the proportion of loans trading below 80 cents has shrunk
from 87% of the market in December 2008 to less than 30% at the end of 2009(4).
For CLOs the most notable feature of the leveraged loan market has been the
rally in CCC-rated loans - which have posted a full year return of 79% as
investor's risk appetite returned following a negative 51% performance in
2008(5). This feeds through to an improvement in many overcollateralisation
("OC") tests.
The continued laggard was middle market loans - to which Carador has minimal
exposure - as investors still seek perceived liquidity. The other
underperforming market has been Europe where, with a less robust high yield
market, restructurings relied on the loan providers for liquidity; however,
although bond issuance increased in the fourth quarter.
The US leveraged loan lagging 12-month default rate by principal amount eased to
9.61%, from an all-time high of 10.81% in November, although still almost double
the rate of 4.7% in December 2008(6).
(1)- Source: S&P LCD
(2)- Source: S&P LCD
(3)- Source: JP Morgan 4 January 2010
(4)-Source: S&P LCD
(5)- Source: Credit Suisse Returns analysis 14 January 2010
(6)-Source: S&P LCD
INVESTMENT MANAGER'S REVIEW (continued)
For the year ended 31 December 2009
If November 2009 does prove to be the peak in defaults, that is a significant
improvement on first quarter predictions of 12-15% default rates. The reasons
for this improvement are threefold. Firstly, it appears that the economy has
rebounded faster than expected. Secondly, aggressive efforts to amend loan terms
put off the day of reckoning for 15% of loan market issuers, with 4% executing
"amend-to-extends" and 11% covenant-relief. Finally, and most powerful, was the
bond market's embrace of distressed exchanges including top-10 Index names such
as TXU, Ford and Harrah's. The loans in question - which were unaffected even as
bondholders suffered principal haircuts - total a significant $41 billion. Had
they been included in the loan default rate, the rate would have peaked in
November at 17.89% by principal amount(1).
One concern relating to CLOs has been that recovery rates still significantly
lag historical average levels, however this is consistent with the stage of
economic recovery - recovery rates are always in inverse proportion to default
rates. Also of benefit to CLO's there has been a marked slowdown in CCC
downgrades, with fourth quarter downgrade numbers less than one third of those
seen in March and April(2).
Looking forward, the bond take-out trend shows no sign of ebbing and the loan
primary market appears to be at the highest level in 12 months. This and the
increasing approval of loan extensions (leading to higher spreads and fees),
bodes well for the growing loan maturity schedule which peaks at $279 billion in
US and EUR66 billion in Europe in 2014 - over three quarters of the US loan market
matures by that date, Europe peaks the following year.
Looking to the next few months, the default rate appears set to decline, with
$28 billion of first-quarter 2009 loan defaults coming out of the 12 month
default rolling average(3). Assuming that defaults continue at the second-half
pace of $2.6 billion a month, the default rate will fall to 6.53% by the end of
March 2010, putting the market on track to end 2010 in the mid-single digits, as
most participants now expect(4).
CLO Market
Since early May, with a hiccup in November, CLO spreads tightened dramatically
in 2009, despite considerable volumes of paper for sale.
While the primary market remains effectively shut, 2009 set a record in
secondary trading in CLO paper with close to $4 billion(5) in public BWICs (Bids
Wanted in Competition lists) trading in December, to bring the total amount of
public BWICs since May to over $12 billion(6), more than three quarters of which
was in the second half of the year. The overall volume of trading is probably
significantly higher given a large number of transactions are executed through
private lists, bypassing the BWIC market.
One notable change in the secondary market has been increased activity at the
lower mezzanine and equity section of the CLO capital structure, partly driven
by some CLO-squared liquidations and investors' returning risk appetite.
The technicals remain strong with anecdotal evidence suggesting there is money
on the sidelines waiting to be put to work, demonstrated by the recovery from
November's dip. The improving fundamental credit outlook and diminishing returns
in other asset classes is increasing that demand, particularly as, despite the
rally, Senior CLO tranches remain cheap relative to the underlying leveraged
loans and other asset classes(7).
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