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(ACPM.L) ACP Mezzanine Ltd Buy/Sell
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| Date/Time | Headline | Source |
|---|---|---|
| 16-03-10 | RNS |
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This news article is displayed preformatted as it may contain results tables
RNS Number : 6453I
ACP Mezzanine Ltd
16 March 2010
ACP Mezzanine Limited
Results for the year ended 31 December 2009
The Board of ACP Mezzanine Limited ("ACPM" or the "Company": AIM: ACPM) today announces the results for the Company and its subsidiaries (together, the "Group") for the 12 months ended 31 December 2009.
Key points:
· A total of EUR70.8 million distributed to shareholders during the year;
· Sale of the IFR Capital plc ("IFR") preferred shares and Tranche D debt for EUR43.6 million;
· Cancellation and repayment in full of EUR15 million facility to Leasecom Financial Assets SAS;
· Sale of the entire portfolio of CDO, CLO and RMBS structured product investments for EUR6.7 million;
· Sale of the participation in the mezzanine debt issued by Iceland Foods Group Limited for EUR3.9 million;
· Sale of the debt investment in GCI Automotive Holding GmbH for EUR3.27 million;
· Notice of termination of the Investment Management Agreement with ACP Investment Management Limited served;
· Net asset value per share at 31 December 2009: 9.5 eurocents (2008: 32.40 eurocents)
· Consolidated cash and cash equivalents at the balance sheet date of EUR5.72 million (2008: EUR11.78 million).
Contacts:
Hugh Field/Bruce Garrow, Collins Stewart Europe, +44 (0) 207 523 8350 (Nominated Adviser)
Tim McCall/ Barnaby Fry, Hogarth, +44 (0) 207 357 9477
The financial information set out in the announcement does not constitute the company's statutory accounts for the years ended 31 December 2009 or 2008. The financial information for the year ended 31 December 2008 is derived from the statutory accounts for that year.
The audit of the statutory accounts for the year ended 31 December 2009 is complete. The auditors reported on those accounts; their report was unqualified and did not include references to any matters to which the auditors drew attention to by way of emphasis without qualifying their report.
The Company expects the full annual report and financial statements to be published on its web site (www.acpcapital.com) on 16 March 2010.
CHAIRMAN'S STATEMENT
ACP Mezzanine Limited's ("ACPM" or "the Company") net asset value per share at year end was 9.5 eurocents as compared with 32.40 eurocents at the end of 2008. During the year we returned EUR70.8 million (30.05 eurocents per share) of capital primarily from the sales of the following investments:
· The IFR Capital plc ("IFR") preferred shares and Tranche D / second lien debt;
· The sale of the CLO, CDO and RMBS portfolio ;
· The sale of our subordinated debt investments in GCI Automotive Holdings GmbH;
· The sale of our participation in the mezzanine debt issued by Iceland Foods Group Limited; and
· The sale of certain shares in and held as security in respect of a loan to PFAFF Industrie Machinen AG.
Additionally, the EUR15 million facility to Leasecom Financial Assets SAS was cancelled and repaid in full.
Our current portfolio comprises investments in tranches "A," "B," and "C" of the IFR debt. All three tranches are secured. The A tranche is amortising, has a margin of 225 bps per annum over 3-month Euribor payable quarterly and matures in December 2014 . The B and C tranches are non-amortizing and have margins of 275 bps and 325 bps, respectively, over 3-month Euribor, payable quarterly and mature in December 2015 and December 2016 respectively. Following the sale of the IFR preferred shares, two shareholders now control almost all of IFR's equity and IFR has been delisted from the AIM Market of the London Stock Exchange plc (the "LSE") ("AIM").
Our objective is to realise assets and return capital net of expenses to our shareholders. Our major expense is the investment management contract with our manager, ACP Investment Management Limited ("ACPIM"). That agreement, which we inherited, requires us to pay ACPIM a management fee equal to 1.75% of gross shareholder equity per annum. Gross shareholder equity represents the aggregate gross proceeds of all issues of shares in the capital of the Company, less any distributions made. Under the terms of the investment management agreement, we may terminate by giving ACPIM 24 months notice of termination or pay a termination fee equal to twice the total of the four most recent quarterly management fee payments. On 2 December 2009 notice was served on the manager to terminate the agreement, with effect from 3 December 2011.
Respectfully yours,
John D. Chapman
Chairman
DIRECTORS' REPORT
The Directors present their report with the financial statements of ACP Mezzanine Limited ("ACPM" or the "Company") and its subsidiaries (together, the "Group") for the year ended 31 December 2009. The Company was incorporated on 31 May 2006.
PRINCIPAL ACTIVITES AND REVIEW OF THE BUSINESS
The Company is a Jersey-incorporated limited liability public company which listed on AIM in July 2006. The Group, while it was in investment mode, had invested in a portfolio of debt facilities, CDOs, and CLOs. The Group's investments are managed by ACP Investment Management Limited ("ACPIM"), a subsidiary of the parent company ACP Capital Limited ("ACP"), through an investment management agreement.
A review of the business during the year is contained in the Chairman's statement.
At an EGM held on 9 December 2008, shareholders approved a change in investment policy whereby ACPM will seek to dispose of assets on an orderly basis and return the proceeds to shareholders by way of distributions.
RESULTS AND DIVIDENDS
The results for the year are set out in the financial statements.
For the 2009 calendar year, ACPM has distributed to shareholders a total of 30.05 eurocents per share.
The Directors do not recommend the payment of a final dividend.
The Group's net asset value per share at 31 December 2009 was 9.5 eurocents per share (2008: 32.4 eurocents per share).
DIRECTORS AND THEIR INTERESTS
The Directors during the year and at the date of this report were:
John Chapman
Stephen Coe
George Baird
Rupert Walker (appointed 9 January 2009)
Graeme Ross (resigned 9 January 2009)
All the current Directors hold non-executive positions on the Board. There are currently no executive Directors on the Board.
The Directors have no interest in the Company's shares as at 31 December 2009.
Directors' terms of service
There are no executive Directors on the Board. None of the Directors have service contracts with any company in the Group. Their terms of appointment are governed by letters of appointment. The majority of Directors have been appointed for an initial period of three years and for the majority of the Directors this may be terminated by either the Company or the Director serving three months' written notice on the other at any time and is further subject to rotational retirement rules.
Directors Fees
Directors' remuneration for the year was as follows:
Directors' fees 2009 2008
EUR EUR
George Baird 18,280 17,772
Stephen Coe (1) 4,739 2,010
John Chapman (1) 38,309 18,528
61,328 38,310
2009 Directors' fees reflect a full year for Messrs Coe and Chapman; 2008 was a partial year.
(1) John Chapman and Stephen Coe are also Directors of ACP Capital Limited. John Chapman is also a Director of ACP Investment Management Limited and ACP Capital UK Limited, whilst Stephen Coe is also a director of ACP Capital (Cyprus) Limited and Leasecom Financial Assets SAS.
SUBSTANTIAL SHAREHOLDINGS
At 31 December 2009, the Company had been notified of the following interests in its issued share capital:
ACP Capital Limited 54.37%
F & C Asset Managers plc 8.67%
Weiss Asset Managers plc 6.62%
Credit Agricole Cheuvreux International 5.56%
Midas Capital Partners Limited 5.07%
Artemis Investment Management Limited 4.11%
Brooks Macdonald Asset Management 4.03%
THE ANNUAL GENERAL MEETING
The Notice of the Annual General Meeting of the Company and a circular dealing with the special business to be considered at the Annual General Meeting will be dispatched to shareholders separately.
DISCLOSURE OF INFORMATION TO AUDITORS
So far as the Directors are aware, there is no relevant audit information of which the Group's auditors are unaware. The Directors have taken all the steps they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the Group's auditors are aware of that information.
AUDITORS
BDO LLP have expressed their willingness to continue in office as auditors. A resolution to reappoint them will be proposed at the forthcoming Annual General Meeting.
On behalf of the Board
Director
15 March 2010
The Directors are committed to maintaining high standards of corporate governance. The Company is incorporated in Jersey. The Companies (Jersey) Law 1991 does not contain a mandatory code of corporate governance, although it does impose statutory obligations on directors to act in good faith and with a view to the best interests of the Company. The Company currently complies with applicable corporate governance requirements in Jersey.
The Directors acknowledge the importance of the principles of corporate governance set out in The Combined Code issued by the Financial Reporting Council in June 2008. Although the Combined Code is not compulsory for AIM listed companies, the Directors have applied the principles as far as practicable and appropriate for a relatively small public company as follows:
Board Operation
The Board meets regularly and is responsible for strategy, performance, approval of disposals where such disposals do not fall within the discretion granted to ACP Investment Management Limited (ACPIM) pursuant to the Investment Management Agreement, and the framework of internal controls. The Board has a formal schedule of matters specifically reserved to it for decision. To enable the Board to discharge its duties, all Directors receive appropriate and timely information. Briefing papers are distributed to all Directors in advance of Board meetings. All Directors have access to the services of the Company Secretary. The appointment and removal of the Company Secretary is a matter for the Board as a whole. In addition, procedures are in place to enable the Directors to obtain independent professional advice in the furtherance of their duties, if necessary, at the Company's expense. The Directors are satisfied that the balance of the Board is such that no individual or small group of individuals can dominate the Board's decision making. There are no executive Directors on the Board. Executive functions are carried out by ACPIM.
The Board met 12 times during the year, including the Annual General Meeting.
Board Committees
Nomination Committee
A nomination committee is not considered appropriate because of the small size of the Board and the Company, but all appointments or potential appointments are fully discussed by all Board members. All new Directors and senior management are given a comprehensive introduction to the Company's business. Any training which is deemed by the Board to be necessary will be provided at the Company's expense. Consideration will be given by the Board as to whether the Board has the skills required to manage the Group effectively, and particularly its relationship with the Company Secretary. The Directors do not consider that it is necessary at present for formal procedures to be in place to enable the Board to conduct a formal annual performance evaluation of itself or individual members of the Board.
Remuneration Committee
The Directors do not intend to establish a remuneration committee, as such committee would not be appropriate given the structure of the Board and the Company's operations. The Board will review annually the remuneration of the Directors and agree reasonable and market standard levels of non-executive fees based on market information sourced through discussions with third parties.
Audit Committee
The Audit Committee comprises Stephen Coe, John Chapman and George Baird. Stephen Coe is a Chartered Accountant who has financial experience of acting as a non executive finance director.
The Audit Committee carries out a variety of functions, including reviewing annual and interim results, receiving reports from its auditors, agreeing the auditors' remuneration and assessing the effectiveness of the audit and internal control environment. The Audit Committee oversees the relations with the external auditors and where necessary, may obtain specialist external advice from either its auditors or other advisers.
Audit Committee meetings coincide with meetings of the Company's Board and take place not less than twice a year. The Audit Committee has written terms of reference.
Regulatory Compliance
The Company will take all reasonable steps to ensure compliance by the Directors with the provisions of the AIM Rules for Companies as published by the LSE relating to dealings in securities of the Company and has adopted a share dealing code for this purpose. The Company is also aware of the Channel Islands Stock Exchange Model Code for Securities Transactions by Directors of Listed Companies and will take all reasonable steps to ensure compliance by the Directors with the relevant provisions of this code.
Internal Financial Control
The Board is responsible for establishing and maintaining the Group's system of internal financial control and places importance on maintaining a strong control environment.
Procedures which the Directors have established with a view to providing effective internal financial control include:
· the Group's organisational structure has clear lines of responsibility;
· quarterly results and activity reports are closely monitored by the Directors;
· the Board is responsible for identifying the major business risks faced by the Group and for determining the appropriate courses of action to manage those risks; and
· oversight of the performance of ACPIM and its compliance with the Investment Management Agreement.
The Directors recognise, however, that such a system of internal financial control can only provide reasonable, not absolute, assurance against material misstatement or loss.
Relations with Shareholders
Communications with shareholders are given high priority. In addition to the regular announcements, including ACPM's announcement of the preliminary year end results and at the half year, the Board also issues reports in respect of ACPM's net asset value to its shareholders on a quarterly basis. The Board uses the Annual General Meeting to communicate with investors and welcomes their participation. The Board aims to ensure that at least one Director is available at Annual General Meetings to answer questions.
CREDITORS PAYMENT POLICY
The operating companies are responsible for agreeing the terms and conditions under which business transactions with their suppliers are conducted.
DIRECTORS LIABILITY INSURANCE
The Group maintains liability insurance to indemnify the Directors for losses that may arise from their duties as Directors of ACPM or its subsidiary companies.
INVESTMENT MANAGER
In 2006, ACPM entered into an Investment Management Agreement ("IMA") with ACPIM, a wholly owned subsidiary of ACP Capital Limited (ACP). Under the Agreement, ACPIM was appointed investment manager for an initial period of 3 years and given discretion to deal with the Group's assets subject to certain guidelines. The period of appointment was extended to 7 years starting in December 2007. The annual management fee chargeable by ACPIM is currently based on 1.75 percent of gross shareholders' equity, less any distributions. Additionally, ACPIM is entitled to a performance fee equivalent to 25 percent above a benchmark return (minimum 2 percent per quarter).
As a result of the reduction in the Group's investment portfolio, ACPIM has been given notice of termination of the IMA. The IMA will terminate on 3 December 2011.
DIRECTOR'S RESPONSIBILITIES FOR THE FINANCIAL STATEMENTS
The Directors are responsible for preparing the financial statements in accordance with applicable laws and International Financial Reporting Standards.
Jersey company law requires the Directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the Directors are required to:
· select suitable accounting policies and then apply them consistently;
· make judgements and estimates that are reasonable and prudent;
· state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
· prepare the financial statements on a going concern basis unless it is inappropriate to do so.
The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Group and to enable them to ensure that the financial statements have been properly prepared in accordance with the Companies (Jersey) Law 1991. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Going Concern
After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements.
On behalf of the Board
Director
15 March 2010
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2009
2009 2008
EUR EUR
Investment income Notes
Gains/(losses) on investments at fair value through profit or loss 12,154,507 (24,057,920)
Dividend and interest income 10,832,929 14,765,307
Fees and other income 42,090 615,000
Total net investment income 23,029,526 (8,677,613)
Exchange movements 158,763 (236,591)
Impairment of loans and receivables (21,435,114)
-
Impairment of available-for-sale investments (2,822,547) (30,813,934)
Investment manager's fees 21 (2,562,110) (2,511,379)
Other operating expenses 7 (1,014,822) (3,021,305)
Operating profit/(loss) 16,788,810 (66,695,936)
Finance expense 8 (811) (5,784,601)
Finance income 8 60,373 1,745,272
Profit/(loss) before tax 16,848,372 (70,735,265)
Income taxes 9
- -
Total comprehensive income for the year 16,848,372 (70,735,265)
Earnings/(loss) per share
Basic and diluted 19 7.15 cents (40.25)cents
Consolidated Statement of Financial Position
As at 31 December 2009
2009 2008
EUR EUR
Assets Notes
Non-current assets
Investments measured at fair value through profit or loss 10 14,586,155 41,022,886
Investment classified as loans and receivables 11
- -
Available-for-sale investments 12 22,488,110
-
14,586,155 63,510,996
Current assets
Investments measured at fair value through profit or loss 10 1,104,964 756,474
Trade and other receivables 14 1,215,710 1,072,292
Cash and cash equivalents 5,717,258 11,781,538
Total current assets 8,037,932 13,610,304
Total assets 22,624,087 77,121,300
Liabilities
Current liabilities
Trade and other payables 15 220,589 724,701
Total current liabilities 220,589 724,701
Total liabilities 220,589 724,701
Net assets 22,403,498 76,396,599
Equity & Reserves
Issued capital 16
- -
Share premium 17 77,658,496 148,499,969
Retained earnings (55,254,998) (72,103,370)
Total equity and reserves 22,403,498 76,396,599
Net asset value per share (eurocents) 9.5 32.4
The financial statements were approved by the Board of Directors and authorised for issue on 15 March 2010.
Director
Consolidated Statement of Cash Flows
For the year ended 31 December 2009
2009 2008
EUR EUR
Cash flow from operating activities:
Profit /(loss) for the financial period 16,848,372 (70,735,265)
Movement in fair value of investments and loans (12,154,507) 24,057,920
Finance expense 811 5,784,601
Finance income (60,373) (1,745,272)
Exchange rate differences (158,763) 236,591
Impairment of investments classified as loans and receivables 21,435,114
-
Impairment of available-for-sale investments 2,822,547 30,813,934
Changes in working capital:
(Increase)/decrease in trade and other receivables (143,418) 7,952,603
Decrease in trade and other payables (504,112) (7,130,883)
New lending/investments (3,175,054) (17,850,200)
Capitalised accrued interest (4,344,761) (2,793,994)
Sale/repayment of investments 65,428,126 1,536,057
Net cash flow from operations 64,558,868 (8,438,794)
Cash flow from financing activities
Proceeds from issues of share capital 80,000,000
-
Costs of issues of share capital (3,176,733)
-
Share options exercised 1,000,000
-
Repayment of financing (47,764,656)
-
Interest paid and other related financing costs (811) (6,247,383)
Drawdown of financing facilities 13,729,933
-
Bank interest received 60,373 1,745,272
Capital distributions (70,841,473) (25,106,878)
Dividends paid (8,873,550)
-
Net cash flow from financing activities (70,781,911) 5,306,005
Effects of exchange rate changes on cash and cash 158,763 (242,881)
equivalents
Net decrease in cash and cash equivalents (6,064,280) (3,375,670)
Opening cash and cash equivalents 11,781,538 15,157,208
Closing cash and cash equivalents 5,717,258 11,781,538
Consolidated Statement of Changes in Equity
For the year ended 31 December 2009
1 General information
ACP Mezzanine Limited ("ACPM" or the "Company") and its subsidiaries (together the "Group"), while in investment mode, provided sub-investment grade finance to European small and mid-sized enterprises - with a primary focus on the United Kingdom, France, Germany and Italy. The financial statements for the year ended 31 December 2009 were authorised for issue by the Board of Directors on 15 March 2010.
At an EGM held on 9 December 2008, ACPM's shareholders approved a resolution authorising the Company to dispose of assets in an orderly basis and return the proceeds to shareholders by way of distributions. Any new lending subsequent to the EGM has been due to commitments under previous commitments.
2 Basis of preparation
These financial statements have been prepared in accordance with International Financial Reporting Standards, and International Accounting Standards and Interpretations (collectively "IFRSs") issued by the International Accounting Standards Board ("IASB") as adopted by the European Union and with those parts of Companies (Jersey) Law 1991 applicable to companies preparing their financial statements under IFRSs.
The financial statements are presented in Euro, the functional and presentational currency of the Group.
They are prepared under the historical cost convention modified to include investments and available-for-sale investments measured at fair value through profit or loss. The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on the experience of the Directors and other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The most significant techniques for estimation are described in the accounting policies or notes to the financial statements.
Note 3 sets out a description of the significant accounting policies of the Group. The accounting policies are consistent with those applied in the year ended 31 December 2008, and amended to reflect the adoption of the new standards, amendments to standards or interpretations which are mandatory for the first time for the financial year ended 31 December 2009.
New and amended standards adopted by the group
The Group has adopted the following new and amended IFRSs as of January 2009:
IFRS 7 'Financial instruments - Disclosures' (amendment) - effective 1 January 2009. The amendment requires enhanced disclosures about fair value measurement and liquidity risk. In particular, the amendment requires disclosure of fair value measurements by level of a fair value measurement hierarchy. As the change in accounting policy only results in additional disclosures, there is no impact on earnings per share.
IAS 1 (revised). 'Presentation of financial statements' - effective 1 January 2009. The revised standard amends the presentation of certain aspects of the financial statements.
None of the other new standards that are effective from 1 January 2009 have had a material effect on the financial statements.
Standards, amendments and interpretations to published standards not yet effective
The following standards and amendments to existing standards have been published and are mandatory for the group's accounting periods beginning on or after 1 January 2010 or later periods, but the group has not yet adopted them:
IAS 27 - Consolidated and Separate Financial Statements (effective for accounting periods beginning on or after 1 July 2009).
IFRS 5 - Non-current Assets Held for Sale and Discontinued Operations (effective for accounting periods beginning on or after 1 January 2010).
IAS 1 - Presentation of Financial Statements (effective for accounting periods beginning on or after 1 January 2010).
IAS 7 - Statement of Cash Flows (effective for accounting periods beginning on or after 1 January 2010).
IAS 36 - Impairment of assets (effective for accounting periods beginning on or after 1 January 2010).
IAS 39 - Financial Instruments: Recognition and Measurement (effective for accounting periods beginning on or after 1 January 2010).
IAS 24 (revised) - Related Party Disc;osures (effective for accounting periods beginning on or after 1 January 2011).
IFRS 9 - Financial Instruments (effective for accounting periods beginning on or after 1 January 2013).
3 Significant accounting policies
The accounting policies have been consistently applied for the purpose of producing these financial statements. The significant accounting policies applied are as follows:
a) Basis of consolidation
The financial information in the Group's Financial Statements for the year ended 31 December 2009 incorporates the Financial Statements of the Company and its subsidiaries. Subsidiaries are entities controlled by the Group. Control exists when the company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that are currently exercisable or convertible are taken into account. The financial statements of the subsidiaries are included in the consolidated financial statements from the date that the control commences until the date control ceases.
Intra-group balances and any unrealised gains and losses arising from intra-group transactions are eliminated in preparing the Financial Statements of the Group.
b) Investments measured at fair value through profit and loss
Investments are recognised and derecognised at trade date. All listed and unlisted equity investments are designated as at fair value through profit or loss and subsequently carried in the statement of financial position at fair value, and the changes in fair value are recognised in the consolidated statement of comprehensive income analysed between accrued interest and other fair value movements.
The valuation technique used for each class of investment is as follows:
Preference equity- valued as a percentage to par using the same percentage to par of indicative bids of junior debt in the company in which the preference equity is held.
Syndicated loans - valued based on indicative bids from market makers.
c) Loans and receivables
These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment.
Impairment provisions are recognised when there is objective evidence (such as significant financial difficulties on the part of the counterparty or default or significant delay in payment) that the Group will be unable to collect all of the amounts due under the terms receivable, the amount of such provision being the difference between the net carrying amount and the present value of the future expected cash flows associated with the impaired receivable, these impairments together with foreign exchange gains and losses, and associated interest on these assets are recognised through the profit or loss.
d) Available-for-sale investments
Non-derivative financial assets not included in the above categories are classified as available-for-sale and comprise principally the Group's CDOs, CLOs and small and medium sized enterprise ("SME") loans. They are carried at fair value and valued based on an average of indicative bids from market makers. Available-for-sale financial assets are carried at fair value with changes in fair value generally recognised in other comprehensive income and accumulated available-for-sale reserve; exchange differences on assets denominated in a foreign currency and interest calculated using the effective interest rate method is recognised in profit or loss. Where there is a significant or prolonged decline in the fair value of the available-for-sale financial asset (which constitutes objective evidence of impairment), the full amount of the impairment including any amount previously recognized in other comprehensive income, is recognised in profit or loss. Purchases and sales of available-for-sale financial assets are recognised on trade date with any change in fair value between trade date and settlement date being recognised in retained earnings.
e) Trade and other receivables
Trade and other receivables are recognised initially at fair value. A provision for impairment is established where there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables concerned.
f) Cash & cash equivalents
Cash and cash equivalents comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less.
g) Trade and other payables
Trade and other payables are stated at amortised cost.
h) Equity instruments
Equity instruments issued by the Company are recognised at the proceeds or fair value received. As share capital has nil par value proceeds are credited to the share premium account. Direct issue costs are deducted from share premium.
i) Revenue
Income from loans and receivables is recognised as it accrues by reference to the principal outstanding and the effective interest rate applicable, which is the rate that exactly discounts the estimated future cash flows through the expected life of the financial asset to that asset's carrying value.
Fee income earned on financing arrangements that relate to investments measured at fair value through profit or loss are recognised when that investment is made. Fees earned from financing arrangements that relate to investments classified as loans and receivables are recognised over the life of the assets. Fees in respect of any ongoing services are recognised as that service is provided.
Dividends from equity investments are recognised in the profit or loss when the shareholders' rights to receive payment have been established.
j) Dividends
Dividends are recognised when they become legally payable. In the case of interim dividends to equity shareholders, this is when declared by the Directors. In the case of final dividends, this is when approved by the shareholders at the AGM.
k) Share-based payments
Where equity settled share options are awarded to Directors, the fair value of the options at the date of grant is charged to the profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. As long as all other vesting conditions are satisfied a charge is made irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
When the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the profit or loss over the remaining vesting period.
l) Finance expense
Interest expense is calculated using the effective interest rate method. Finance costs are recognised in the consolidated statement of comprehensive income over the period of the loans and borrowings related to those costs.
m) Foreign currency translation
Transactions entered into in a currency other than the Euro are recorded at the rates ruling when the transactions occur. Foreign currency monetary assets and liabilities are translated at the rates ruling at the reporting date. Exchange differences arising on the retranslation of unsettled monetary assets and liabilities are translated at the rates ruling at the reporting date. Exchange differences arising on the retranslation of unsettled monetary assets and liabilities are recognised immediately in the profit or loss.
4 Significant judgments, key assumptions and estimates
The Group's significant accounting policies are stated in note 3 above. Not all of these significant accounting policies required management to make difficult, subjective or complex judgements or estimates. The following is intended to provide an understanding of the policies that management consider critical because of the level of complexity, judgment or estimation involved in their application and their impact on the financial statements. These judgments involve assumptions or estimates in respect of future events. Actual results may differ from these estimates.
Fair value of financial instruments
The Group determines the fair value of financial instruments that are not quoted by using indicative prices. These indicative prices are significantly affected by the assumptions used, including discount rates and estimates of future cash flows. In that regard, the derived fair value estimation cannot always be substantiated by comparison with independent markets and in many cases may not be capable of being realised immediately. Note 6 states the financial risk management policies for the Group.
5 Segment reporting
The Directors consider that there is only one business segment being specialist integrated finance and asset management and only one geographic area being Europe.
6 Financial risk management
The Group's activities expose it to a variety of financial risks: concentration risk, market price risk, interest rate risk, currency risk, credit risk, liquidity risk, and capital risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance.
a) Concentration risk
Concentration risk arises from individual investments to which the Group has significant exposure. The Group defines significant exposure as at least 20 percent of gross portfolio value.
Following the investment disposals during the year, the only investments the Group still retain are the tranches of IFR debt. At 31 December 2009 IFR accounted for EUR15.7 million of the net asset value total of EUR22.4 million (2008: EUR41.8 million of the net asset value total of EUR76.6 million.).
This concentration risk is managed through regular review of public information and from review of reports from debt agents and similar, where appropriate. ACPIM reports quarterly to the Board on such matters.
b) Market price risk
Market price risk arises from uncertainty in the future value of financial instruments. No new investments are being made and during the year the Group disposed of its entire investment portfolio with the exception of its IFR Senior Facilities. These remaining investments are managed by the investment advisor who reports regularly to the board to review past and expected future performance. Monitoring includes reviewing monthly and quarterly financial management reports and monthly portfolio managers' reports. Regular contact is maintained with borrowers, agent banks and portfolio managers. Board meetings are also attended. All pricing is indicative only as there is little, if any, actual trading in comparable instruments.
The Group's investments are exposed to market price fluctuation.
The market price of the remaining investments fluctuated by 5 percent during the year ended 31 December 2009.
The Directors' consider that price volatility during the year ended 31 December 2010 will be at a similar level.
As such, if the market price of these investments had been 5 percent lower at 31 December 2009 the Group's profit and net assets would have been lower by EUR0.78 million (2008: EUR0.80 million). A 5 percent increase in market price would, on the same basis, have increased the profit and net assets by the same amount.
c) Interest rate risk
As the Group has no borrowings, interest rate risk arises solely from interest received in respect of the Group's investments and cash balances. The Group has no interest rate hedging in place as the Directors do not consider that the reduction in interest rate exposure warrants the cash flow risk created from such hedging techniques. Investments issued at floating interest rates therefore expose the Group to cash flow interest rate risk.
The table below details the Group's exposure to interest rates at 31 December 2009 by reference to the earlier of the contractual re-pricing or maturity date:
2009 Within 1 - 2 3 - 5 Over 5 years Total
1 year Years Years EUR EUR
EUR EUR EUR
Floating rate:
Investments measured at fair 1,104,964 1,348,056 5,001,065 8,237,034 15,691,119
value through profit or loss
Cash and cash equivalents 5,717,258 5,717,258
- - -
6,822,222 1,348,056 5,001,065 8,237,034 21,408,377
2008 Within 1 - 2 3 - 5 Over Total
1 year Years Years 5 years EUR
EUR EUR EUR EUR
Fixed rate:
Investments measured at fair 13,375,500 13,375,500
value through profit or loss - - -
Floating rate:
Investments available- 215,520 22,272,590 22,488,110
for-sale - -
Investments measured at fair 756,474 3,144,893 3,611,587 20,890,906 28,403,860
value through profit or loss
Cash and cash equivalents 11,781,538 - - - 11,781,538
12,538,012 3,144,893 3,827,107 56,538,996 76,049,008
Floating rate interest on the remaining investments (the IFR Senior Facilities) is based on Euribor and a fixed margin.
In the year to 31 December 2010, the Directors consider that any movement in the Eurobor rate is likely to be upward and the increase will be a maximum of 150 basis points.
If such an increase had been applicable for the year ended 31 December 2009, profit after tax, with all other variables held constant, would have been EUR0.3 million higher (2008: EUR1.4 million higher).
d) Foreign exchange risk
The Group has assets denominated in currencies other than the Euro. The Group has no foreign exchange hedging in place as the Directors do not consider that the reduction in foreign currency exposure warrants the cash flow risk created from such hedging techniques. Therefore the movements in the exchange rate between the Euro and any currencies in which the Group transact expose the Group to currency risk resulting in gains or losses on retranslation into the Euro all of which are recognised through the consolidated statement of comprehensive income. These movements in the exchange rate may be influenced by factors such as trade imbalances, levels of short term interest rates, differences in relative values of similar assets in different currencies, long term opportunities for investment and capital appreciation and political developments.
The table below details the Group's exposure to foreign currencies at 31 December 2009:
2009
Euro Sterling US Dollar Swiss Franc Total
EUR EUR EUR EUR EUR
Total Assets 21,290,936 1,333,151 22,624,087
- -
Total Liabilities (220,589) (220,589)
- - -
Net assets 21,070,347 1,333,151 22,403,498
- -
2008
Euro Sterling US Dollar Swiss Franc Total
EUR EUR EUR EUR EUR
Total Assets 72,075,157 4,056,118 984,012 6,013 77,121,300
Total Liabilities (723,822) (879) - - (724,701)
Net assets 71,351,335 4,055,239 984,012 6,013 76,396,599
The table below shows the effect on the net assets of the Group at the reporting date if Sterling had strengthened or weakened by various percentages against the Euro with all other variables held constant. Any change in net assets would impact the profit or loss.
2009 2008
EUR EUR
% change in Sterling against Euro
20% weakened 22,136,868 75,720,726
10% weakened 22,270,183 76,027,941
5% weakened 22,336,841 76,203,492
Year end closing rate 22,403,498 76,396,599
5% strengthened 22,470,156 76,610,033
10% strengthened 22,536,813 76,847,181
20% strengthened 22,670,128 77,410,409
e) Credit risk
Credit risk is the risk of financial loss to the Group if a counterparty to a financial instrument fails to meet their interest payment and capital repayment obligations.
The Group is exposed to credit risk from deposits with banks and financial institutions. The credit risk on cash and cash equivalents is limited due to the high proportion of funds being held with high rated banking institutions. The table below shows the balance of cash and cash equivalents held with various financial institutions at the end of the reporting period.
Bank & rating 2009 2008
EUR EUR
Deutsche Bank AG - rated A- 4,992,186 11,340,965
The Bank of New York Mellon Corp. - rated A- 158,252 440,573
Royal Bank of Scotland - rated A- 566,820
-
5,717,258 11,781,538
The Group is exposed to a loss in investment value, loss in income and increase in costs, such as legal fees, if counterparties of their investments fail to meet their interest payment obligations.
The table below shows the fair value of the Group's investments at the end of each of reporting periods and the rating of those investments (where applicable).
2009 2008
EUR EUR %
%
Syndicated loans:
Rating - BB 15,691,119 100.00% 15,920,993 24.77%
Rating - B 0.00% 9,688,873 15.08%
-
15,691,119 100.00% 25,609,866 39.85%
Preference shares(not rated) 0.00% 16,169,494 25.16%
-
SME loans(not rated) 0.00% 12,032,900 18.72%
-
CLO1:
Rating - BB 0.00% 7,785,128 12.11%
-
Rating - B 0.00% 1,634,150 2.54%
-
0.00% 9,419,278 14.65%
-
CDO2:
Rating - BB 0.00% 760,000 1.18%
-
RMBS3:
Rating - B 0.00% 263,693 0.41%
-
Rating - CCC 0.00% 12,239 0.02%
-
0.00% 275,932 0.43%
-
15,691,119 100.00% 64,267,470 100.00%
1Structured portfolio of leveraged loan assets ("CLO")
2Structured portfolio of debt assets ("CDO")
3Structured portfolio of residential mortgage assets ("RMBS")
During the year, the lowest ranking debt tranches (CLO ,CDO and RMBS investments) were sold. Accordingly the Directors consider credit risk has been reduced.
To mitigate against potential interest default and loss in value, the remaining investments (IFR Senior Facilities), are managed on an ongoing basis as follows:
· Review of monthly reports.
· Review of quarterly financial covenant compliance certificates.
· Regular contact with agent banks or in some instances the borrower directly, to determine covenant compliance, trading status and performance.
However, there is no guarantee that these credit risk management procedures will be able to limit potential loss in investment value or loss of income from counterparties who default on their obligations. If any or the Group's counterparties default on interest payments, the Group's revenues and profitability will be adversely affected.
At both 31 December 2009 there were no financial assets overdue or impaired.
f) Liquidity risk
Liquidity risk is the risk that the Group will be unable to meet its immediate financial commitments.
At 31 December 2009 the Group had working capital of EUR6.7 million (2008: EUR12.1 million) represented by EUR5.7 million (2008: EUR11.8 million) of cash, EUR1.2 million (2008: EUR1.1 million) of short-term receivables and EUR0.2 million (2008: EUR0.8 million) of short-term liabilities.
The Group's policy is to ensure that its operating costs are fully covered by the interest income currently generated by the Group's assets.
The table below shows the multiple of operating costs to interest income:
2009 2008
EUR EUR
Interest income 10,832,929 14,765,307
Investment manager's fees 2,562,110 2,511,379
Other operating expenses 1,014,822 3,021,305
3,576,932 5,532,684
Multiple of operating costs to interest income
3 3
To monitor liquidity risk, the Board receives rolling 12 month cash flow projections on a quarterly basis as well asinformation regarding cash balances and indications of any potential defaults on interest income from its investments.
g) Capital risk management policies and objectives
Following the EGM of the parent Company ACP Capital Limited on 17 July 2008, the Group's capital management policy and objective is to return capital to shareholders by way of distributions.
The Group's capital comprises purely equity funding, with the Group having no borrowings.
h) Fair value estimation
Effective 1 January 2009, the group adopted the amendment to IFRS 7 for financial instruments that are measured in the statement of financial position at fair value, this requires disclosure of fair value measurements (by level) according to the following fair value measurement hierarchy:
- Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1).
- Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2)
- Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).
All of the Group's financial instruments measured at fair value are valued using indicative prices and accordingly are classified as level 3.
The table below shows the movement during the year of each class of financial instrument:
2009 Opening balance Additions/ interest Movement/ impairment Disposal Closing balance
EUR receivable in value EUR EUR
EUR EUR
Financial assets at fair value through profit and loss
Preference share investments 16,169,494 4,344,761 6,484,955 (26,999,210)
-
Syndicated loans 25,609,866 5,669,552 (15,588,299) 15,691,119
-
41,779,360 4,344,761 12,154,507 (42,587,509) 15,691,119
Available for sale financial assets
Collateralised debt 760,000 (454,152) (305,848)
obligations - -
Collateralised loan 9,419,278 (3,374,463) (6,044,815)
obligations - -
Residential Mortgage Backed 275,931 (87,728) (188,203)
Securitisation - -
SME loans 12,032,901 3,175,054 1,093,796 (16,301,751)
-
22,488,110 3,175,054 (2,822,547) (22,840,617)
-
64,267,470 7,519,815 9,331,960 (65,428,126) 15,691,119
7 Other operating expenses
Operating expenses include the following amounts:
Services provided by the Group's auditor
During the year the Group obtained the following services from the Group's auditors, BDO LLP (in 2008 the Group obtained these services from BDO LLP and Kingston Smith LLP):
2009 2008
EUR EUR
Audit services
Statutory audit 26,258 58,633
Non audit services
Taxation and other services 17,471
-
26,258 76,104
Director emoluments 2009 2008
EUR EUR
Directors' emoluments 61,328 38,310
Bad debts 2009 2008
EUR EUR
Bad debt expense - 2,075,527
8 Net finance income/(cost)
2009 2008
EUR EUR
Finance income
Interest received on bank deposits 60,373 1,745,272
Finance expense
Interest payable on bank borrowings (811) (3,574,649)
Break costs (2,209,952)
-
(811) (5,784,601)
Net finance income/(cost) 59,562 (4,039,329)
9 Income taxes
The Company is registered in Jersey as an exempt company and is therefore, not liable to Jersey income tax on profits derived outside Jersey. Confirmation has been obtained from the Controller of Income Tax in Jersey that, by concession, the companies will be liable to tax in Jersey only in respect of income, other than bank interest income, arising in Jersey. During the year no income, other than bank interest income, arose in Jersey.
With effect from the 2009 year of assessment Jersey abolished the exempt company regime for existing companies. Profits arising in the Group for the 2009 year of assessment and future periods will be subject to tax at the rate of 0 percent. In the prior year the Group was exempt from taxation under the provisions of Article 123A of the Income Tax (Jersey) Law 1961 as amended.
10 Investments measured at fair value through profit or loss
2009 2008
EUR EUR
Opening balance 41,779,360 63,557,429
Interest income receivable after more than one year 4,344,761 2,793,994
Disposals (42,587,509) (1,536,057)
Movement in fair value of investments 12,154,507 (23,036,006)
Closing balance 15,691,119 41,779,360
Disclosed in current assets 1,104,964 756,474
Disclosed in non-current assets 14,586,155 41,022,886
15,691,119 41,779,360
The fair value of investments is determined by using indicative prices. Note 6 (b) reviews the sensitivity of the prices used.
11 Investments classified as loans and receivables
Loans and receivables comprise collateralised debt obligations, collateralised loan obligations, SME loans and RMBS assets and are carried at amortised cost using the effective interest rate method, less provision for impairment. Impairment provisions are recognised when there is objective evidence (such as significant financial difficulties on the part of the counterparty or default or significant delay in payment) that the Group will be unable to collect all of the amounts due under the terms receivable, the amount of such provision being the difference between the net carrying amount and the present value of the future expected cash flows associated with the impaired receivable.
2009 2008
EUR EUR
Opening balance 58,728,562
-
Additions 16,361,052
-
Exchange rate movements (966,180)
-
Impairment of loans and receivables (22,254,950)
-
Transfer to Available-for-sale investments (51,868,484)
-
Closing balance
- -
12 Available-for-sale investments
2009 2008
EUR EUR
Opening balance 22,488,110
-
Transfer from loans and receivables 51,868,484
-
Additions 3,175,054 1,489,294
Exchange rate movements (55,734)
-
Impairment of available-for-sale investments (2,822,547) (30,813,934)
Disposals (22,840,617)
-
Closing balance 22,488,110
-
Following the EGM in December 2008, the Company announced that it would seek to dispose of its assets and distribute proceeds to its shareholders by way of capital distributions. Accordingly in 2008 assets previously disclosed as Loans and receivables were reclassified to Available-for-sale investments.
Available-for-sale investments were carried at fair value which is determined by using indicative prices.
In relation to the prior year, where the valuation of the assets was based on an average of indicative prices, if the lowest or highest price had been used then the value of the Group's Available-for-sale investments at 31 December 2008 would have been EUR1.71 million lower or greater respectively.
13 Financial instruments by category
The accounting policies for financial instruments have been applied to line items as follows:
2009 Assets at fair value Available-for-sale Loans and Total
through profit or investments receivables EUR
loss EUR EUR
EUR
Assets as per balance sheet
Syndicated loans 15,691,119 - - 15,691,119
Trade and other receivables - 3,919 3,919
-
Amounts owed from parent and subsidiaries of parent - 1,211,791 1,211,791
-
Cash and cash equivalents - 5,717,258 5,717,258
-
15,691,119 6,932,968 22,624,087
-
Liabilities held at
amortised cost
EUR
Liabilities as per balance sheet
Trade and other payables 4,674
Amounts owed to subsidiaries of parent 175,889
Accruals 40,026
220,589
2008 Assets at fair value Available-for-sale Loans and Total
through profit or investments receivables EUR
loss EUR EUR
EUR
Assets as per balance sheet
Preference share investments 16,169,494 16,169,494
- -
Syndicated loans 25,609,866 25,609,866
- -
CDOs 760,000 760,000
- -
CLOs 9,419,278 9,419,278
- -
SME loans 12,032,900 12,032,900
- -
RMBS 275,932 275,932
- -
Trade and other receivables 582,749 582,749
- -
Amounts owed from parent and subsidiaries of parent 489,543 489,543
- -
Cash and cash equivalents 11,781,538 11,781,538
- -
41,779,360 22,488,110 12,853,830 77,121,300
Liabilities held at
amortised cost
EUR
Liabilities as per balance sheet
Trade and other payables 10,139
Amounts owed to parent company and subsidiaries of parent 489,543
Accruals 225,019
724,701
14 Trade and other receivables
2009 2008
EUR EUR
Accrued interest receivable 1,054,785
-
Amounts owed by parent company and subsidiaries of parent 1,211,791
-
Other receivables 3,919 17,507
1,215,710 1,072,292
The maximum exposure to credit risk at the reporting date is the fair value of each class of receivable mentioned above. The Group does not hold any collateral as security. At 31 December 2009, and 31 December 2008, there were no assets that were past due or impaired.
15 Trade and other payables
2009 2008
EUR EUR
Trade payables 4,674 10,139
Amounts owed to subsidiaries of parent 175,889 489,543
Accruals 40,026 225,019
220,589 724,701
16 Issued capital
2009 2009 2008 2008
No. EUR No. EUR
Authorised, called up and fully paid.
Opening balance 235,745,333 101,412,000
- -
Ordinary shares issued in secondary placing 133,333,333
- - -
Share options exercised 1,000,000
- - -
Closing balance 235,745,333 235,745,333
- -
Ordinary shares carry one vote per share and carry a right to dividends and capital distributions.
In June 2008 a secondary placing of 133,333,333 shares was made at EUR0.60 cents per share, which provided proceeds of EUR76,823,267 after costs. Also in the prior period, ACP Capital Limited exercised options as part of an Option Deed to acquire 1,000,000 shares at EUR1.00 per share which provided net proceeds of EUR1,000,000.
17 Share premium
2009 2008
EUR EUR
Brought forward 148,499,969 95,783,580
Issued on placing 80,000,000
-
Cost of share issue (3,176,733)
-
Share options exercised - 1,000,000
Capital distributions (note 23) (70,841,473) (25,106,878)
Carried forward 77,658,496 148,499,969
18 Reserves
The following describes the nature and purpose of each reserve within equity:
Share premium
Amount subscribed for in excess of nominal value.
Retained earnings reserve
Cumulative net gains and losses recognised in the consolidated statement of comprehensive income.
19 Earnings/(loss) per share
The calculation of the basic earnings and diluted earnings per share attributable to the equity shareholders of the Company is based on the following data:
2009 2008
EUR EUR
Earnings/(loss)
Earnings/(loss) for the purposes of basic earnings per share being profit 16,848,372 (70,735,265)
attributable to equity shareholders of the Company
Number of shares
Weighted average number of ordinary shares for the purposes of basic earnings 235,745,333 175,755,379
per share
Effect of dilutive potential ordinary shares: Share options - -
Weighted average number of ordinary shares for the purposes of diluted earnings 235,745,333 175,755,379
per share
9,657,080 of share options with an exercise price exceeding the weighted average quoted price of the issued shares have been excluded from the calculation of diluted earnings per share as they are not deemed dilutive.
20 Share based payments
The Company has options in issue to purchase ordinary shares of the Company.
2009 2009 2008 2008
EUR No. EUR No.
Weighted average Weighted average
exercise price exercise price
Outstanding at beginning of year 9,657,080 11,032,080
Exercised during the year (1,000,000)
-
Lapsed during the year (375,000)
-
Outstanding at end of year 1.00 9,657,080 1.00 9,657,080
All of the options were fully vested at 31 December 2007, and can be exercised in whole or in part at any time until July 2011.
No share options were granted during the current or prior year.
21 Related parties
Related party transactions between the Group, its parent company ACP Capital Limited and fellow subsidiaries of the parent were as follows:
Balance due from/owed to related entities at the balance sheet date:
2009 2008
EUR EUR
Owed to/(by):
ACP Capital Limited (parent company) 1,206,368 295,897
ACP Capital UK LLP (subsidiary of parent) (175,889) 879
ACP Mezannine UK Limited 2,452
-
ACP Mezzanine Asset Holdings 1 Limited 1,664
-
ACP Mezzanine Asset Holdings 2 Limited 1,307
-
ACP Investment Management Limited (subsidiary of parent) 192,767
-
1,035,902 489,543
Expense transactions with related entities during the year were as follows:
2009 2008
EUR EUR
Expense
ACP Capital UK LLP - recharged expenses 879
-
ACP Investment Management Limited - investment management fee 2,562,110 2,511,379
ACP Investment Management Limited - performance fee 192,767
-
2,562,110 2,705,025
ACP Capital Limited
ACP Capital Limited holds 128,179,798 ordinary shares in the Company, representing 54.37 percent of the Company at 31 December 2009.
ACP Capital Limited holds 9,141,200 options to acquire ordinary shares in the Company at an exercise price of EUR1.00 per share.
ACP Investment Management Limited
In 2006, the Group entered into an Investment Management Agreement ("IMA") with ACPIM, a wholly owned subsidiary of ACP Capital Limited. Under the Agreement, ACPIM was appointed investment manager for an initial period of 3 years and given discretion to deal with the Group's assets subject to certain guidelines. The period of appointment was extended to 7 years starting in December 2007. The annual management fee chargeable by ACPIM is currently based on 1.75 percent of gross shareholders' equity less any distributions. Additionally, ACPIM is entitled to a performance fee equivalent to 25 percent above a benchmark return.
As a result of the reduction in the Group's investment portfolio, ACPIM has been given notice of termination of the IMA. The IMA will terminate on 3 December 2011.
22 Subsidiary companies
Name Country of Percentage owned and
incorporation and voting rights
registration
ACP Mezzanine Asset Holdings 1 Limited Jersey 100%
ACP Mezzanine Asset Holdings 2 Limited Jersey 100%
The principal activities of ACP Mezzanine Asset Holdings 1 Limited and ACP Mezzanine Asset Holdings 2 Limited are to act as nominees for ACP Mezzanine Limited.
23 Dividends
2009 2008
EUR EUR
Interim dividends paid:
Year ended 31 December 2007 - paid March 2008 5,070,600
-
Year ended 31 December 2008 - paid July 2008 3,802,950
-
8,873,550
-
Capital distribution - paid December 2008 25,106,878
-
March 2009 3,536,180
-
May 2009 4,714,907
-
November 2009 16,620,046
-
December 2009 45,970,340
-
70,841,473 33,980,428
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR JFMLTMBTBMLM
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| 25-01-10 | RNS |
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RNS Number : 0556G ACP Mezzanine Ltd 25 January 2010 ACP Mezzanine Limited Trading Update and Termination of Investment Management Agreement 25 January 2010 The following has been issued to replace RNS 0529G released today at 10:29am. The table showing indicative value of the portfolio has been inserted. ACP Mezzanine Limited (the "Company" or "ACPM": AIM: ACPM) today announces its unaudited, indicative NAV per share as at 31 December 2009 of 9.5 eurocents (30 September 2009: 30.2 eurocents). As a result of the disposal of a majority of the portfolio in the period and the cancellation of the Leasecom facility, the Company has made two capital distributions since 30 September 2009 totalling EUR62.6 million, equivalent to 26.55 eurocents per ACPM share.
The indicative value of the portfolio, together with cash balances, as at 31 December 2009 was as follows:
Portfolio
Note: Indicative prices do not necessarily reflect the realisable value of such investments. The reduction in the portfolio valuation reflects the disposal in the period of 70% of the ACPM portfolio held at 30 September 2009. ACPM's portfolio now comprises only its investment in IFR Capital's A, B and C debt tranches, which showed a favourable valuation movement of EUR0.4 million (0.84%) over the period. The significant events since the 30 September 2009 trading update are summarised below:
The Company has no borrowings. Notice of termination of the Investment Management Agreement The Company has given the requisite minimum notice period to ACP Investment Management Limited (the "Investment Manager") to terminate the Investment Management Agreement dated 20 July 2006 between the parties (the "IMA"). The IMA will therefore terminate on 3 December 2011 (the "Termination Date"). The decision to give such notice reflects the reduction in the portfolio held by the Company. Under the terms of the IMA, the Company may terminate the IMA prior to the Termination Date by payment of a termination fee to the Investment Manager equal to twice the four most recent quarterly performance related and management fees paid to the Investment Manager by the Company.
Enquiries:
This information is provided by RNS The company news service from the London Stock Exchange END
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| 25-01-10 | RNS |
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RNS Number : 0529G ACP Mezzanine Ltd 25 January 2010 ACP Mezzanine Limited Trading Update and Termination of Investment Management Agreement 25 January 2010 ACP Mezzanine Limited (the "Company" or "ACPM": AIM: ACPM) today announces its unaudited, indicative NAV per share as at 31 December 2009 of 9.5 eurocents (30 September 2009: 30.2 eurocents). As a result of the disposal of a majority of the portfolio in the period and the cancellation of the Leasecom facility, the Company has made two capital distributions since 30 September 2009 totalling EUR62.6 million, equivalent to 26.55 eurocents per ACPM share. The indicative value of the portfolio, together with cash balances, as at 31 December 2009 was as follows: Note: Indicative prices do not necessarily reflect the realisable value of such investments. The reduction in the portfolio valuation reflects the disposal in the period of 70% of the ACPM portfolio held at 30 September 2009. ACPM's portfolio now comprises only its investment in IFR Capital's A, B and C debt tranches, which showed a favourable valuation movement of EUR0.4 million (0.84%) over the period. The significant events since the 30 September 2009 trading update are summarised below:
The Company has no borrowings. Notice of termination of the Investment Management Agreement The Company has given the requisite minimum notice period to ACP Investment Management Limited (the "Investment Manager") to terminate the Investment Management Agreement dated 20 July 2006 between the parties (the "IMA"). The IMA will therefore terminate on 3 December 2011 (the "Termination Date"). The decision to give such notice reflects the reduction in the portfolio held by the Company. Under the terms of the IMA, the Company may terminate the IMA prior to the Termination Date by payment of a termination fee to the Investment Manager equal to twice the four most recent quarterly performance related and management fees paid to the Investment Manager by the Company.
Enquiries:
This information is provided by RNS The company news service from the London Stock Exchange END
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| 21-01-10 | RNS |
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RNS Number : 9124F ACP Mezzanine Ltd 21 January 2010 TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESi
of existing shares to which voting rights are
attached: ii
2 Reason for the notification (please tick the appropriate box or boxes):
An acquisition or disposal of qualifying financial instruments which may result in the
acquisition of shares already issued to which voting rights are attached
An acquisition or disposal of instruments with similar economic effect to qualifying financial
instruments
An event changing the breakdown of voting rights
Other (please specify):
notification obligation: iii
which the threshold is crossed or
reached: v
reached: vi, vii
8. Notified details:
A: Voting rights attached to shares viii, ix
if possible using
the ISIN CODE
B: Qualifying Financial Instruments
Resulting situation after the triggering transaction
C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi
Resulting situation after the triggering transaction
Total (A+B+C)
9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable: xxi Brookdale International Partners LP : 10.16% Brookdale Global Opportunity Fund : 4.89% Proxy Voting: 10. Name of the proxy holder: 11. Number of voting rights proxy holder will cease to hold: 12. Date on which proxy holder will cease to hold voting rights:
13. Additional information:
This information is provided by RNS The company news service from the London Stock Exchange END
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Yes, the trade on the 27th was probably mine..As I realise profits from other ventures, Provexis, Ascent, Tiger resources, (Keeping CQS and IPI) I will be topping up.
But i believe by end of year things will pick up with that share, in my opinion should be up circa 50% by year end, based on improvements in valuations of debt..... They were getting offered less than 1 years coupon on sale of debt as global economy comes out of recession those valuations will rise... and we will end up with the situation, of a discount to NAV in excess of 80% at which point it will appear on Institutional as well as PI radar.... Just currently deemed as risky as CQS.. niche market, global economy etc.... |
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...yes, I do like the look of ACPM and have had a little nibble.
As at 30 June 2009, unaudited, indicative net asset value per share, or NAV, was 28.8 eurocents (31 March 2009: 28.7 eurocents), so steady over the three month period. -Total portfolio assets stood at EUR57.23 million versus EUR54.21 million. -Cash balance stood at EUR10.49 million versus EUR13.80 million -no borrowings. On 27 March 2009 "Collins Stewart said the company was "making progress," [re disposals] and reiterated its "buy" rating and 38.5 pence target price." Its net asset value per share as of Dec. 31 had fallen to 63 pence from 117 pence a year earlier. sp was 0.9 euros at the time that the nav was 117p and more than halved (to 0.25 euros) when the nav less than halved. has halved again since when the nav has barely moved. sp high of 1.2 euros problem is that it is not on anyones radar - no trades since 27th august. maybe the company is not great as a going concern, but possibility of returning cash to shareholders in excess of current sp? |
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They have not been approved or issued by Interactive Investor Trading Limited.
They have not been approved or issued by Interactive Investor Trading Limited.
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