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Queens Walk Inv Ltd (RECI)

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Friday 28 November, 2008

Queens Walk Inv Ltd

Financial Results- Second Qua

RNS Number : 1380J
Queen's Walk Investment Limited
28 November 2008
 



Queen's Walk Investment Limited

Financial Results Announcement for the 

Second Quarter Ended 30 September 2008


Queen's Walk Investment Limited announces net loss of €38 million and new investment gains of €4.4 million


Queen's Walk Investment Limited (the 'Company'), the Guernsey incorporated investment company, has reported net loss of €37.7 million or €1.40 per ordinary share (1) for the quarter ended 30 September 2008, compared to a net profit of €0.8 million or €0.03 per share¹ in the previous quarter. 


The Company's cash position remains solid with approximately €18.7 million of cash on its balance sheet as at 30 September 2008. This is down from €35.9 million as at 30 June 2008, following the Company's €15 million tender offer for Ordinary Shares and purchase of €5.4 million of investment grade bonds


Cash generation for the quarter was in line with forecasts with total cash proceeds recorded from the investment portfolio in the quarter of €9.7 million. 


Fair value write-downs of the Company's residual investment portfolio rose in the quarter to 45.9 million, from €4.1 million for the quarter ended 30 June 2008. The Company has recorded a 4.4 million fair value gain on the bonds purchased prior to 30 September 2008.  The Company's net asset value at quarter end was €4.9per share¹ compared to €6.32 per share¹ in the previous quarter.


The Board of Directors of the Company has declared a dividend of €0.08 per share for the quarter, down from €0.15 the previous quarter.  The reduced dividend payout will allow the Company to reduce debt and prioritise new investments.


(1) These calculations per share are based on the number of Ordinary Shares outstanding at the end of each respective period


Reducing Risk Profile While Improving Risk Adjusted Returns


Events of the past three months have radically changed the outlook for the global economy. The Company is focusing on three courses of action: 

  • Reducing debt

  • Improving the stability of the financing facility

  • Selectively acquiring assets undervalued by dislocated markets.


The Company has renegotiated its financing facility and has agreed to a two year repayment schedule and reduced the risk of a material change forcing a repayment on unfavourable terms.


Since commencing its new investment programme in August, Queen's Walk has invested 5.4 million in investment grade bonds by 30 September 2008 and a further €1 million thereafter.  


Tom Chandos, Chairman of the Company said: 'We have set Queen's Walk on a course through these difficult markets by balancing financial stability with the flexibility to take advantage of exceptional buying opportunities.  We believe these initiatives should position the Company as well as possible for this challenging environment.'


Highlights

  • The Company has made a loss of €37.7 million in the quarter compared to a profit of €0.8 million in the previous quarter.

  • The Company has recorded 4.4 million of fair value gains against its investment grade bond portfolio. 

  • Cash balances remain solid and expected cash flows will support debt reduction, new investments and dividends

  • The Company has renegotiated its financing facility and aims to repay its debt within two years.

  • The Board of Directors has declared an interim dividend for the quarter ended 30 September 2008 of €0.08 per share.


Conference Call & Further Information


A conference call to review the Company's financial results for the quarter ended 30 September 2008 will take place at 10:30 AM London time on 28 November 2008The conference call can be accessed by dialing +44 (0)20 7806 1951 ten minutes prior to the scheduled start of the call. A results presentation will be available on the Queen's Walk website (www.queenswalkinv.com). 


A webcast of the conference call will also be available 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.


For further information please contact:

Investor Relations: Caroline Villiers +44 (0)20 7153 1521


About the Company


Queen's Walk Investment Limited (the 'Company') is a Guernsey-incorporated investment company listed on the London Stock Exchange. The Company invests primarily in a diversified portfolio of subordinated tranches of asset-backed securities, including the unrated 'equity' or 'first loss' residual income positions 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 (UK) LLP ('Cheyne Capital'), considers the coupon or cash flows from the investment to be attractive relative to the credit exposure of the underlying asset collateral. 


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', 'forecasts', 'estimates', 'anticipates', 'expects', 'intends', 'considers', 'may', 'will' or 'should'. 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 and should not be relied upon. 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).



 Financial Highlights



Revenue

Fair value gains and losses

Total

Quarter ended 30 September 2008

Revenue

Fair value gains and losses

Total

Quarter ended 30 June 2008

Operating Income

6,309,383


6,309,383

6,361,769


6,361,769

Gains and losses on fair value through profit or loss financial instruments


(42,116,535)

(42,116,535)


(3,461,435)

(3,461,435)


6,309,383

(42,116,535)

(35,807,152)

6,361,769

(3,461,435)

2,900,334








Operating Expenses

(1,250,551)


(1,250,551)

(1,393,926)


(1,393,926)

Finance Costs

(660,478)


(660,478)

(659,328)


(659,328)

Net profit / (loss)

4,398,354

(42,116,535)

(37,718,181)

4,308,515

(3,461,435)

847,080








Total Assets



179,960,793



237,392,021

Total Liabilities



46,978,486



46,156,012

Equity Capital



132,982,307



191,236,009

NAV per share



4.95



6.32


Strategy Overview Managing the Economic Crisis


The events of the past three months have radically changed the outlook for the global economyThe Investment Manager believes that it is right to address these extreme market conditions by balancing financial stability with the selective purchase of undervalued assets.


Conservative balance sheet management

The Company is managing its use of cash flow to reduce debt while achieving investment objectives and returning cash to shareholders where appropriate.  


Given current market yields the Company is able to achieve its return objectives on new investments without the need for additional leverage.  In addition, in today's highly volatile markets, the Company could have been exposed to material change clauses that might have triggered the requirement for the repayment of the facility on unfavourable terms.  In light of these circumstances, the Company has successfully negotiated amended terms of the existing facility, involving a flexible two year repayment schedule of the outstanding debt and a reduction in the risk of a material change event forcing a repayment on unattractive terms.  The Company believes that the renegotiated financing facility will deliver a more stable future.  Please refer to the RNS statement of 28 November 2008 for further details.


In order to prioritise debt management and investment opportunities, the Company has also decided to reduce its quarterly dividend from €0.15 per share to €0.08 per share. 


Selectively acquiring undervalued assets

The Company remains an active buyer in the asset backed securities ('ABS') market. Since commencing its asset purchase programme in August the Company has purchased €6.4 million of investment grade bonds with a face value of €16.6 million. The weighted average rating of the bond portfolio is approximately A- and has an expected total return in excess of 25%.  In the period up to 30 September 2008, the Company has taken fair value gains of €4.4 million against the bond portfolio. The investment grade bond portfolio should support the Company's dividend targets while also affording the opportunity for significant NAV appreciation.


Over the coming months the Investment Manager will continue to use available cash to take advantage of opportunities in investment grade ABS. The current dislocation in the ABS markets continues to offer extremely attractive investment opportunities.  


Investment Portfolio 


A breakdown of the Company's investment portfolio by jurisdiction (by reference to underlying asset originator) is set out below. The investment grade bonds are included in the charts and are also detailed further in the next section.  Percentages for each asset class are in relation to the value of the Company's portfolio excluding cash.


Queen's Walk Portfolio Breakdown by Jurisdiction as at 30 June 2008


UK

28.3%

US

0.0%

Holland

6.8%

CDO

1.0%

Germany

18.6%

Italy

13.9%

Portugal

31.3%

Total (€mn)

197.5


Queen's Walk Portfolio Breakdown by Jurisdiction as at 30 September 2008


UK

13.9%

US

0.0%

Holland

8.6%

CDO

2.0%

France

0.4%

Germany

24.9%

Italy

15.0%

Portugal

35.1%

Total (€mn)

157.8


A breakdown of the Company's investment portfolio by asset type (by reference to underlying asset collateral) is set out below. Percentages for each asset class are in relation to the value of the Company's investment portfolio excluding cash.


Queen's Walk Portfolio Breakdown by Asset Type as at 30 June 2008


NearPrime

14.7%

SubPrime

12.6%

CDO

1.0%

SME

25.5%

Prime

46.2%

Total (€mn)

197.5


Queen's Walk Portfolio Breakdown by Asset Type as at 30 September 2008


NearPrime

3.5%

SubPrime

5.7%

CDO

2.0%

Investment Grade Bonds

6.1%

SME

31.8%

Prime

51.0%

Total (€mn)

157.8


New Investment - Investment Grade Bond Portfolio (5.4% of GAV)

As at 30 September 2008, the Company had spent €5.4 million on purchasing investment grade bonds, and has purchased a further 1 million of bonds subsequent to that date. With respect to the bonds purchased prior to 30 September, the Company has recorded a €4.4 million fair value gain. The write-ups of these bonds have been based on average prices supplied by market participants (2). The tables below detail all the European ABS bonds the Company has purchased. (3)


Percentage of Portfolio by Value

Rating by Vintage  

2004

2005

2006

2007

Total

AAA

7.15%

3.50%

 

 

10.65%

AA

 

 

26.79%

 

26.79%

A

 

 

17.66%

 

17.66%

BBB

 

12.93%

 

31.95%

44.89%

Total

7.15%

16.43%

44.46%

31.95%

100.00%


Percentage of Portfolio by Value

Rating by Type

UK RMBS

UK BTL RMBS

UK Non-Conforming RMBS

Euro CMBS

Total

AAA

 

10.65%

 

 

10.65%

AA

 

26.79%

 

 

26.79%

A

 

 

14.91%

2.75%

17.66%

BBB

12.93%

 

 

31.95%

44.89%

Total

12.93%

37.45%

14.91%

34.71%

100.00%


The UK buy-to-let ('BTL') bonds the Company has purchased are collateralised by 2004 and 2005 buy-to-let mortgages. The mortgages in the portfolio have performed very strongly with the average 90+ day arrears of less than 0.3% and an average September 2008 indexed loan to value (4)  ('LTV') across the three bonds of 73%.  Two of the bonds are currently amortising thus providing an immediate increase in NAV.  


In relation to one of the 'AAA' rated UK BTL bonds, for the Company to realise less than 100% of the initial investmentall 4,000 borrowers in the pool would need to default and house prices would need to fall a further 40% from September 2008 valuations (5).  The maximum default rate in the last UK housing downturn in the early 1990s was 0.8% and the current 90+ day arrears level is approximately 0.3%.


As an example of the Company's exposure to European commercial real estate, the Company has purchased an 'A' rated commercial mortgage backed security ('CMBS') at a substantial discount to par.  This bond is backed by prime commercial real estate in Paris' traditional central business district and the modern office development area, La Defence.  The indexed LTV for the Company exposure is approximately 57% on a December 2007 valuation and the rating of the bond was affirmed by S&P in October 2008.  The breakeven rental yield for the bond is 11.0%, compared to market forecasts of a recessionary rental yield of 6.2% for prime Paris properties. 


(2) This write up includes a €2.1million fair value gain in respect of a single bond purchased on 29 September 2008, which the Company considers to have been a 'forced sale'.

(3) The tables include the seven bonds purchased prior to 30 September at their new fair value and the two bonds purchased after 30 September at cost.

(4) The indexed LTV is a ratio of the loan balance outstanding divided by the indexed value of the property as at September 2008. The indexation of the property value is calculated using the Halifax house price index

(5) Assumes foreclosure costs of 10%.



European Mortgage Portfolio (43.9% of GAV)


The Company's European mortgage residuals continue to perform satisfactorily. Total cash flows in the quarter totalled €2.3 million, compared to €1.8 million in the previous quarter.


In the quarter ended 30 September 2008, the expected default rates of the underlying mortgage pools were approximately 14% lower than the actual default rate recorded in the quarter. The Company has again increased the expected default rate such that it is 21% greater than the actual default rate.


Generally across the European mortgage pools, rising Euribor rates have caused arrears rates to increase as the cost of servicing the mortgages increases. For example, on 8 October 2008, three month Euribor rates peaked at 5.4%, compared to an average three month Euribor rate of 3.6% when the loans were originated.  Following recent ECB rate cuts, three month Euribor rates as at 27 November 2008 are 3.9%. Further reductions in Euribor rates should have an improvement on the credit performance of these transactions as lower Euribor rates improve the affordability of the mortgages.  


As previously announced, the Magellan 1 transaction is nearing its refinancing date on 5 December 2008. If the transaction is called, the Company should receive €11.5 million. However the Company cannot enforce the refinancing and is reliant on BCP, the originator of the mortgages, to refinance the transaction. Given current economic and financing conditions we do not expect BCP to refinance this transaction in the December period and it is difficult to predict when BCP will elect to refinance the mortgage portfolio.  The transaction continues to perform well, and we expect approximately 700,000 per quarter from this asset, subsequent to the refinancing date.


SME Portfolio Investments (27.9% of GAV)


SME assets continue to perform well with cumulative default rates on the underlying asset pools better than, or in line with expectations.

The Company has seen no significant deterioration in the performance of residuals with exposure to the Spanish economy, with the Eirles Three Limited (236B) residual performing substantially better than expected with actual cumulative defaults of 23 basis points (bps) compared to expected cumulative defaults of 246bps.  


The Company has increased the expected default rate of the Eirles Three Ltd (227) residual from 60bps to 77bps in the quarter. The loans in the portfolio are backed by German SME loans. The increase in the default rate was a result of a higher implied default rate based on the weighted average rating distribution of the companies in the underlying loan portfolio. The actual default rate in the quarter was 3bps.  


UK Mortgage Portfolio (8.8% of GAV)


The Company's UK investment portfolio recorded cash flows of €3.7 million versus €7 million in the previous quarter.  


Despite UK Government fiscal initiatives and sizable rate cuts by the Bank of England, the Company has aggressively cut valuations and cash flow estimates of its UK mortgage portfolio. This decision will facilitate cash flow planning, and allows the Company to have a conservative approach with respect to its valuations on this part of the investment portfolio.  


Higher expected credit losses in the portfolios have reduced the capacity of the Company's UK mortgage portfolios to generate cash.  In aggregate, the Company expects cash flows from its UK mortgage portfolio to fall by approximately a half in the December quarter and by a further half in the March quarter.


The Company has reduced the asset values of its UK mortgage portfolio by between 29% and 92% with mortgage portfolios sponsored by investment banks being marked down the most.


Unfortunately, the hedges and value accretion due to slower prepayment rates do not offset the marked increase in credit losses.  The Company's put option on the value of the Halifax house price index has increased in value by €0.9 million. (6)


The table below shows the loss rate for the Company's investment portfolio in the past three quarters.


Deal

March Loss Rate

June Loss Rate

September Loss Rate

Eurosail 06-1

0.71%

1.44%

2.33%

Alba 06-1

0.24%

0.80%

1.84%

Newgate 06-1

0.35%

1.24%

1.33%

Alba 05-1

0.81%

1.11%

0.81%

RMAC 04-NSP4

0.17%

0.34%

0.77%

RMAC 05-NS3

0.20%

0.70%

0.48%

RMAC 05-NS4

0.54%

0.82%

0.68%


Broker marks that the Company has received for UK mortgage residuals are approximately 50% higher than the values attributed to the asset by the Investment Manager. However, during this period of economic uncertainty the Company has elected to use the Investment Manger's more conservative model values in all cases. This lower valuation for the assets is reflected in the Company's cash flow forecasts. 


With respect to the put options purchased from Lehman Brothers (Europe) Inc., the Company has submitted a default notice for €3 million to the administrators. In the September quarter, the Company has recorded a value for the put option from Lehman Brothers at 8.6% of the value submitted to the administrators.


(6) This is the increase in value reported on the €14million notional HPI hedge the Company has with Credit Suisse, the Lehman option is discussed separately below.



Portfolio Valuation 


In accordance with the Company's valuation procedures, the fair value of the Company's investments has been calculated on the basis of observable market data, market discount rates and the Investment Manager's expectations regarding future trends.  


After giving effect to fair value write-downs to the residual investment portfolio of €45.9 million in the quarter, the NAV of the Company was €4.95 per share as at 30 September 2008 (€6.32 per share as at 30 June 2008).  


The Company has elected to override the broker marks received for the Company's UK mortgage residuals and instead apply the Company's own model values in order to reflect a more conservative outlook on the UK economy. Were the Company to use the broker marks for valuation purposes the quarter end NAV would be €5.54 per share.


The table below summarises the changes in fair values of the Company's investment portfolio by asset class:

 

Asset Class
30 June 2008 Fair Value(1,2)(€mn)
30 Sept 2008 
Fair Value
(2) (€mn)
Fair Value
Change Since
30 June 2008 (€mn)
Cash flows Received in the Quarter Ended
30 June 2008
(3)(€mn)
Cash flows Received in the Quarter Ended
30 Sept 2008 (€mn)
UK Mortgages
56.2
15.8
-40.4
                                  7.0
                            3.7
Euro Mortgages
89.2
79.1
-10.1
                                  1.8
                            2.3
SME
50.3
50.1
-0.2
                                  3.3
                            3.3
CDO
2.3
3.1
0.9
                                  0.2
                            0.5
US Mortgages
0.0
0.0
0.0
                                  0.0
                            0.0
Investment Grade Bonds(4)
0.0
9.7
4.4
                                  0.0
                            0.0
TOTAL(5)
198.0
157.8
-45.5
                                12.3
                            9.7

 

(1) Fair values as at 30 June 2008 are expressed using 30 September 2008 F/X rates.

(2) The fair value figures for 30 June 2008 and 30 September 2008 include accrued interest.

(3) Cash flows for 30 June 2008 are expressed using 30 September 2008 F/X rates. 

(4) For investment grade bonds the fair value change since 30 June 2008 reflects the mark to market profit taken in the quarter ended 30 September 2008.

(5) The values for each column may not sum to the total due to rounding differences.


Fair value changes since 30 June 2008 include principal amortisations of the residuals as a result of cash flows received in the quarter, as well as fair value adjustments related to the investment portfolio.



Share Repurchase Programme 


In the first six months between 31 March 2008 and 30 September 2008 the Company repurchased 3,846,391 shares in total at an average price of €4.86 per share.  In the quarter between 30 June 2008 and 30 September 2008, the Company repurchased 3,378,241 shares in total at an average price of €4.88 per share. 


In July 2008, the Company announced that it was intending to conduct a €15 million fixed-price tender offer of €5 per share. On 12 August 2008, shareholders approved the terms of the tender offer and the Company repurchased a total of 2,999,981 shares. 


Excluding the tender offer, the Company repurchased 378,260 shares at an average price of €3.97 per share in the quarter between 30 June 2008 and 30 September 2008. In the quarter between 31 March 2008 and 30 June 2008 the Company repurchased 468,150 shares at an average price of €4.72 per share.



Exposure to Lehman Brothers


The Company has both direct and indirect exposure to Lehman Brothers and its subsidiaries.  On 15 September 2008, Lehman Brothers International (Europe) Limited entered into administration. There is still uncertainty about what this event will mean for its obligations and contracts with counterparties. The Company has direct exposure to Lehman Brothers International (Europe) Limited via 14 million notional of the House Price Index ('HPI') option, and an Interest Rate Swap. On 3 October 2008, the Company submitted a default notice of €3,084,093 in relation to the HPI hedge. The Company is carrying this claim on its balance sheet at a value of €266,003 which implies a recovery rate of 8.6%.


Lehman Brothers Special Financing Inc provides the fixed to floating swap in the Eurosail 2006-1 securitisation. We expect cash flows for Eurosail 2006-1 to be materially affected until March 2009.  The impact of this swap on the valuation of the Eurosail 2006-1 asset is approximately €320,000.  


Capstone Mortgages Services Ltd.  ('Capstone'), a subsidiary of Lehman Brothers Holdings Inc. (the bank's holding company), is the servicer of the loans in the Eurosail 2006-1 mortgage pool. Capstone has not entered administration.  



Risk and Uncertainty


There are a number of potential risks and uncertainties which could have a material impact on the Company's performance over the remaining six months of the financial year. Further information of the principal long term risks and uncertainties of the Company are included in the last annual report dated 31 March 2008.


The Company is exposed to financing risk in respect of the terms of its amended loan facility. If at any time the sum of the Carrying Value (7) of the collateral assets multiplied by the relevant Applicable Percentage, plus the Company's cash balances is less than the balance outstanding on the loan, the Company would have 20 days to cure the breach. Failure to cure the breach would be an event of default under the terms of the facility. In addition, if the balance of the loan exceeds the amortisation schedule agreed with the lender, the Company's dividend yield will be limited to 8% of the share price prevailing at the end of the quarter. Please refer to the RNS statement of 28 November 2008 for further details.  A failure to meet the loan amortisation schedule would not trigger an event of default.


Expected levels of prepayment rates of the loans that collateralise the securitisation transactions have been reviewed in the period 30 September 2008.  Prepayment rates have been in line with expectations. A decrease in prepayment rates below the Company's expectations would generally cause a rise in the Company's asset values.


Expected levels of default risk in the loan portfolio that collateralise the securitisation transactions have been monitored and updated in the period ended 30 September 2008.  An increase in default rates above the Company's expectations would cause a fall in the Company's asset values.


The Company's UK mortgage portfolios benefit from a put option with the mortgage originators. This put option entitles QWIL to put the proceeds of the reserve fund to the originator, when the notional of the mortgage portfolio is 10% of the original face value.  If the originator were to become insolvent, the Company would be unable to receive the proceeds of the reserve fund until the last bond in the portfolio was paid off.


The other risks to which the Company is exposed (interest rate, liquidity, residual interest) have not changed materially in the period 30 September 2008. These risks are inherent in the portfolio, as such they are likely to remain present in the next six months, and will continue to be monitored.


(7) Refer to Note 3 of the Accounts for a description of the calculation of Carrying Value.



Company and Market Outlook


The Company recognises that central banks and governments are applying monetary and fiscal measures to limit the impact of a global recession.  Nonetheless, the Company has elected to substantially mark down its UK mortgage portfolio and expects default rates to increase in both the SME and continental mortgage European portfolios.


With respect to the UK mortgage portfolio, the write-downs reflect an expectation of substantial deterioration in the UK economy.  With respect to the continental mortgage portfolio, the expected default rate has been increased and the cash flow forecasts do not assume that credit quality will improve with falling Euribor rates. Default rates on the SME portfolio may increase, but the cumulative default rates remain substantially below the forecasted cumulative default rates. As such, the SME portfolio should be able to withstand a moderate increase in default rates in the coming quarters.


In conjunction with prudent management of the Company's financing facilitythe Investment Manager will continue to use available cash proceeds to take advantage of investment opportunities in investment grade ABS. Current European ABS bond prices reflect credit scenarios that we believe are more pessimistic than economic forecasts suggest and also substantially worse than previous recessions.


Overall, Queen's Walk is well positioned to take advantage of the current dislocation in the European ABS markets. The Company has taken pro-active steps to minimise its financing risk and will take a prudent approach in managing its cash balances. The investment grade bond purchases have been accretive to NAV and we expect that future investments will offer investors positive returns combined with a defensive risk profile.



Unaudited Condensed Consolidated Income Statement

For the period from 1 April 2008 to 30 September 2008






Note




Revenue return



Fair value gains and losses


Total

Period ended 30 September 2008



Total

Period ended

 30 September

 2007



Euro

Euro

Euro


Euro








Interest income

5

12,671,152

-

12,671,152


21,979,782








Gains and losses on fair value through profit or loss financial instruments

4

-

(45,577,970)

(45,577,970)


(19,621,105)



12,671,152

(45,577,970)

(32,906,818)


2,358,677








Operating expenses

6

(2,644,477)

-

(2,644,477)


(4,072,900)








Finance costs

5

(1,319,806)

-

(1,319,806)


(2,078,364)








Net profit/(loss)


8,706,869

(45,577,970)

(36,871,101)


(3,792,587)








Loss per Ordinary Share

8






Basic




 Euro (1.25)


Euro (0.09)

Diluted




Euro (1.25)


Euro (0.09)








Weighted average Ordinary Shares outstanding


8



Number


Number

Basic




29,551,491


40,376,640

Diluted




29,551,491


40,376,640


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 condensed set of financial statements.



Unaudited Condensed Consolidated Statement of Changes in Shareholders' Equity

For the period from 1 April 2008 to 30 September 2008



Share 

Capital

Share Premium

Other Reserve

Capital Reserve

Accumulated Profits/(losses)

Total 

Note

Euro 

Euro

Euro

Euro

Euro

Euro

Balance at 31 March 2008

-

-

184,680,623

7,672,500

4,791,296

197,144,419









Net loss for the period


-

-

-

-

(36,871,101)

(36,871,101)

Total recognised income and expense

-

-

-

-

(36,871,101)

(36,871,101)









Buy back of Ordinary Shares

15,16

-

-

 (18,724,877)

-

-

      (18,724,877)









Distribution to the Ordinary Shareholders of the Company

7

-

-

-

-

(8,566,134)

(8,566,134)









Balance at 

30 September 2008

-

-

165,955,746

7,672,500

(40,645,939)

132,982,307


The accompanying notes form an integral part of the condensed set of financial statements.



Unaudited Condensed Consolidated Statement of Changes in Shareholders' Equity (continued)

For the period from 1 April 2007 to 30 September 2007



Share 

Capital

Share Premium

Other Reserve

Capital Reserve

Accumulated Profits/(Losses)

Total 

Note

Euro 

Euro

Euro

Euro

Euro

Euro








Balance at 31 March 2007

-

-

384,678,304

7,672,500

(98,197,119)

294,153,685








Net loss for the period

-

-

-

-

(3,792,587)

(3,792,587)

Total recognised income and expense

-

-

-

-

(3,792,587)

(3,792,587)








Buy back of Ordinary Shares

15,16

-

-

(5,004,332)

-

-

(5,004,332)








Transfer to accumulated profits/ (losses)

16

-

-

(122,000,000)

-

122,000,000

-









Distribution to the Ordinary Shareholders of the Company

7

-

-

-

-

(12,037,523)

(12,037,523)








Balance at 

30 September 2007

-

-

257,673,972

7,672,500

7,972,771

273,319,243


The accompanying notes form an integral part of the condensed set of financial statements.



Unaudited Condensed Consolidated Balance Sheet

As of 30 September 2008



Note

30 September 2008


31 March 2008



Euro


Euro

Non-current assets





Investments at fair value through profit or loss

10

158,140,235


206,962,464






Current assets





Cash and cash equivalents


18,714,369


32,934,817

Derivative financial assets-unrealised gain on forward exchange contracts

12

-


990,215

Derivative financial assets-unrealised gain on interest rate swap agreements

12

212,900


8,344

      Other assets

11

2,893,289


2,395,741



21,820,558


36,329,117






Total assets


179,960,793


243,291,581






Equity and liabilities










Equity





Share capital

15

-


-

Share premium account

16

-


-

Other reserve

16

165,955,746


184,680,623

Capital reserve in respect of share options


7,672,500


7,672,500

Accumulated profits/(losses)


(40,645,939)


4,791,296



132,982,307


197,144,419

Current liabilities





Distribution payable

7

4,030,449


4,645,192

Derivative financial liabilities-unrealised loss on forward exchange contracts

12

745,765


-

Derivative financial liabilities-unrealised loss on interest rate swap agreements

12

-


13,583

Other liabilities

14

1,702,272


988,387



6,478,486


5,647,162






Non-current liabilities





Loans

 

13

40,500,000


40,500,000






Total liabilities 


46,978,486


46,147,162






Total equity and liabilities


179,960,793


243,291,581







The accompanying notes form an integral part of the condensed set of financial statements.


This condensed set of financial statements were approved by the Board of Directors on 27 November 2008.



Unaudited Condensed Consolidated Cash Flow Statement

For the period from 1 April 2008 to 30 September 2008



Note


Period ended 30 September 2008


Period ended 30 September 2007




Euro


Euro

 

Net cash inflow from operating activities

17


13,572,244


 

125,403,584







Financing activities






      Net borrowings from loans



-


 

45,000,000

Borrowings under/(repayment of) repurchase agreements



-


 

(119,773,090)

   

       Dividends paid to shareholders



(9,180,877)


 

(15,435,887)

    

       Buy back of share capital



(18,724,877)


 

(5,004,332)

 

Cash flows from financing activities



(27,905,754)


 

(95,213,309)







 

Net (decrease)/increase in cash



(14,333,510)


 

30,190,275







Reconciliation of net cash flow to movement in net cash






          Net (decrease)/increase in cash and cash  

          equivalents



(14,333,510)


 

30,190,275

          Cash and cash equivalents at start of period



32,934,817


 

22,026,122

    Effect of exchange rate fluctuations on cash

    and cash Equivalents



113,062


34,037

 

Cash and cash equivalents at end of period


   

 

18,714,369


 

52,250,434


The accompanying notes form an integral part of the condensed set of financial statements.


 
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 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 2008, 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 Company’s investment management activities are managed by its Investment Manager, Cheyne Capital Management (UK) LLP (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 Group 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”). Investors Fund Services (Ireland) Limited provide certain administration services to the Company in its capacity as sub-administrator.


2.    Significant accounting policies
Basis of preparation
The condensed set of financial statements has been prepared using accounting policies consistent with International Financial Reporting Standards ('IFRS') and in accordance with IAS 34 'Interim Financial Reporting”. The same accounting policies, presentation and methods of computation are followed in this condensed set of financial statements as applied in the Company's latest annual audited financial statements dated 31 March 2008.

The Financial Statements of the Group are prepared 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 or designated as fair value through profit or loss.

The majority of the Group's investments are financial instruments that are classified as fair value through profit or loss. Where bid prices are not available from a third party in a liquid market, the fair value of the financial instrument is estimated by reference to market information, which includes but is not limited to broker marks, prices on comparable assets and a pricing model that incorporates 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, assumptions are reviewed and updated on the basis of actual performance data as it is received and on the basis of market conditions as at the balance sheet date. See note 2 - Fair Value and Interest Income and note 3 - Critical accounting judgements and key sources of estimation uncertainty for further information regarding assumptions and critical judgements.


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 (note 9). The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. At 30 September 2008, the Group is made up of the Company and its only subsidiary, Trebuchet Finance Limited.


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. 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.


Trebuchet Finance Limited, the Company's only subsidiary, is an SPE over which the Company exercises control and its financial statements are therefore included in the consolidated financial statements of the Company. The Company does not consolidate any of the SPEs in which it holds a residual income position as it is not exposed to the majority of the risks and benefits of the assets owned by the relevant SPEs and does not control any of them.


Investments

Investments in bonds and residual interests are recognised initially at their acquisition cost (being fair value at acquisition date) as debt securities. Thereafter they are re-measured at fair value and are designated as fair value through profit or loss investments in accordance with the Amendment to International Accounting Standard 39 ('IAS 39') Financial Instruments: Recognition and Measurement-The Fair Value Option, as the Group is an investment company whose business is investing in financial assets with a view to profiting from their total return in the form of interest and changes in fair value.


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.


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 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. 


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. The change in value is recorded in net gains/(losses) in the income statement. Realised gains and losses are recognised on the maturity of a contract, or when a contract is closed out and they are transferred to realised gains or losses in the income statement.


The fair value of interest rate swaps is the estimated amount that the Group would receive or pay to terminate the swap at the balance sheet date, taking into account current interest rates and the current creditworthiness of the swap counterparties.


Total return swap agreements and credit default swap agreements are fair valued on the date of valuation based upon the underlying market value of the reference asset using the approach explained under fair value. The change in value is recorded in net gains/(losses) in the income statement. Realised gains and losses are recognised on the maturity of a contract, or when a contract is closed out and they are transferred to realised gains or losses in the income statement.


Fair value of options is their quoted market price at the balance sheet date. Broker marks are obtained for these positions. The change in value is recorded in net gains/(losses) in the income statement. Realised gains and losses are recognised on the maturity or sale of the option.


Fair value

All financial assets carried at fair value are initially recognised at fair value and subsequently re-measured at fair value based on bid prices where such bids are available from a third party in a liquid market. If bid prices are unavailable, the fair value of the financial asset is estimated by reference to market information which includes but is not limited to broker marks, prices on comparable assets and using pricing models incorporating discounted cash flow techniques. These pricing models apply assumptions regarding assetߛspecific 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. The objective of a fair value measurement is the price at which an orderly transaction would take place between market participants on the measurement date; it is not a forced liquidation or distressed sale. Where the Company has considered all available information and there is evidence that the transaction was forced, it will not use a transaction price as being determinative of fair value. Where a forced sale price is not used the Company will estimate the fair value with reference to other market data as described above.


With regard to residual income positions, historical performance and observable market data is analysed to determine the average level of these factors and their volatility over time. These assumptions are typically derived by reference to the historical delinquencies, defaults, recoveries and prepayments actually realised by the originator of the underlying assets and any empirical data available that may be available in respect of any of these factors for the particular asset class. 


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 Group 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

Interestߛbearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interestߛbearing 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 recognised in the income statement using the effective interest rate method.


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.


Transaction expenses

The preliminary expenses of the Group directly attributable to its initial public offering and any costs associated with the establishment of the Group 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 Group as a fee for the Investment Manager's work in raising capital for the Group. 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 over the projected lives of the investments using the effective interest method as defined under International Accounting Standard 39. Where the Group adjusts its expected cash flow projections to take account of any change in underlying assumptions, such adjustments are recognised in the income statement by reflecting changes in a revised amortised cost value of the investment and applying the original effective interest rate to this revised amortised cost value for the purposes of calculating future income.


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 Irish Value Added Tax (VAT) purposes under the Irish 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 accrued value.


Business and geographical segments 

The Directors are of the opinion that the Company is engaged in a single segment of business of investing in debt securities and operates solely from Guernsey and therefore no segmental reporting is provided.


3. Critical accounting judgements and key sources of estimation uncertainty


In the process of applying the Group's accounting policies (described in note 2 above), the Company has determined that the following judgements and estimates have the most significant effect on the amounts recognised in the financial statements:


Income recognition

The Group invests primarily in a diversified portfolio of residual income positions, being the subordinated tranches of asset-backed securities ('ABS'). ABS are securities that are typically backed by consumer finance receivables (such as mortgage loans) and commercial loans and receivables (including commercial mortgage loans and loans to small-and-medium sized enterprises). Residual income positions are typically unrated or rated below investment grade and are often referred to as the 'equity' or 'first loss' position of a securitisation transaction.  


Unlike a more conventional debt instrument and the more senior tranches of ABS (which generally hold the rights to fixed levels of income), the cash flow profile of a residual income position does not generally include a contractually established schedule of fixed payments divided between interest and principal. Instead, the cash flows generally vary over time, and the periodic cash flows associated with a residual income position may include a significant element of principal repayment as well as income payments.


Where the cash payments generated by residual income positions do not typically follow the pattern of a standard cash-pay debt instrument (in that there is not a constant level of income in each period followed by a repayment of the principal amount at maturity), a given cash payment received in respect of a residual income position can generally be considered to represent a combination of the return on the investment and the repayment of some of the capital initially invested. As a result, the stream of expected cash flows associated with a particular residual income position may have an uneven payout profile, in that the cash payment expected in one period (and the proportion of that payment that represents principal repayment versus interest income) may vary significantly from the cash payments expected in other periods.


The Group follows a policy of accounting for such investments at fair value through profit or loss and recognises income on an effective interest rate ('EIR') method in accordance with paragraph 30 of IAS 18 'Revenue'.


The carrying value of a residual income position at any given measurement date after the Group's initial acquisition of the asset reflects repayments of principal in accordance with the effective interest method. This revised carrying value (adjusted to account for the accrual of interest and principal paydowns) is subject to further adjustment on the basis of market conditions and other factors that are likely to affect the fair value of the asset. Where actual performance data or expectations regarding defaults, delinquencies and prepayments received in respect of a given asset is notably different from the default, delinquency and prepayment assumptions incorporated in the pricing model for the asset, the assumptions are revised to reflect this data and the pricing model is updated accordingly. In addition to the actual performance data observed in respect of a particular asset, market factors are also taken into account within the model. Broker marks (where available) and any other available indicators are assessed to determine whether or not the market is attributing higher or lower default, delinquency or prepayment expectations to similar assets in determining whether or not the assumptions incorporated in the pricing model remain reasonable. 


Interest income is recorded based on the original EIR calculated on acquisition for each individual residual income position. Where there is a carry value reduction driven by lower cashflow expectations, interest income will be reduced as it reflects the reduced cashflow expectations.  


Valuation of investments

The market for subordinated asset-backed securities, including residual income positions is illiquid and regular traded prices are generally not available for such investments. There is no active secondary market in residual income positions and, further, there is no industry standard agreed methodology to value residual income positions.


In accordance with the Group's accounting policies, fair value of financial assets is based on quoted bid prices where such bids are available from a third party in a liquid market. At 30 September 2008 bid prices were not available for any of the Group's investments. There is very limited information available in relation to transactions in comparable investments. As quoted bid prices are unavailable, the fair value of the investments is estimated by reference to market information, which includes but is not limited to broker marks, prices on comparative assets, estimated fair value from the previous period updated for current period cash flows and a pricing model, that incorporates discounted cash flow techniques as required by IAS 39. The Group may use all or a combination of the prices from these sources in estimating the fair value of the investments, with more prominence being assigned to market information such as broker marks. Broker marks are estimates of values provided by market participants who are typically the originators of the investments. Broker marks are not binding prices and there is no guarantee that the Group could transact at these prices in the current market. With respect to the investment grade bonds purchased in the second quarter, the Company has recorded a Euro 4.4 million fair value gain. The write-ups of these bonds have been based on average prices supplied by market participants. This write-up includes a Euro 2.1 million fair value gain in respect of a single bond purchased on 29 September 2008, which the Company considers to be a 'forced sale' situation.


The assumptions upon which the pricing models are based are described in note 2 (Fair Value) to the accounts. Any change to assumptions surrounding the pricing models may result in changes to the fair values being attributed to the investments. Where the fair value of the investment is written down due to changes in assumptions and expected cash flows, the change in the fair value is taken to the income statement following the reassessment of the cash flows discounted at the current market rate estimated for the investment.


The fair value of the Group's investments is set out in note 10. Given the number of individual investments and the number of individual parameters that making up each pricing model, the Group believes that it would be impractical to disclose the effects of changes to each assumption in respect of each individual investment and this would not provide meaningful additional disclosure.


4.    Gains and losses on fair value through profit or loss financial instruments


The following table details the gains and losses, excluding interest income and finance costs, earned by the Group from financial assets and liabilities during the period:



Period ended 30 September 2008


Period ended 30 September 2007



Euro


Euro

Net realised gains/(losses)






Net realised losses on Asset Backed Securities


(15,270,866)


(32,199,740)


Net realised losses on Total Return Swaps


-


(36,056,244)

    
      Net realised (losses)/gains on foreign exchange



(1,136,131)



4,843,070


Net realised losses


(16,406,997)


(63,412,914)






Net unrealised gains/(losses)





     Net unrealised (losses)/gains on investments at fair 
     value through profit or loss


(27,766,194)


7,198,458

Net unrealised gains on Total Return Swaps


-


36,453,698

    
     Net unrealised gains/(losses) on Interest Rate Swaps


218,139


(656,413)

Net unrealised gains on foreign exchange bank balances


113,062


34,037

Net unrealised (losses)/gains foreign exchange instruments


(1,735,980)


762,029


Net unrealised (losses)/gains


(29,170,973)


43,791,809






Net realised and unrealised losses


       (45,577,970)


(19,621,105)


5. Interest income and finance costs


The following table details interest income and finance costs from financial assets and liabilities during the period:



Period ended 30 September 2008


Period ended 30 September 2007



Euro


Euro

Interest income





Investments designated at fair value through profit or loss upon initial recognition


11,991,115


20,262,753

    Investments held for trading


61,001


1,237,703

    Loans and receivables (including cash and cash
    equivalents)


619,036


479,326

Total interest income


12,671,152


21,979,782






Finance costs:





Liabilities held at amortised cost:





Interest on loan


1,177,268


557,279

Interest on repurchase agreements


-


1,521,085

Other


142,538


-

Total finance costs


1,319,806


2,078,364

 

6.    Operating expenses



Period ended 30 September 2008


Period ended 30 September 2007



Euro


Euro

Investment management, custodian and administration fees





Investment management (note 18)


1,586,539


2,370,535

Administration fee (note 18)


139,860


288,987

Custodian fee (note 18)


27,463


6,951



1,753,862


2,666,473

Other operating expenses





Audit fees


85,232


85,232

Directors' fees payable to Directors of Queen's Walk Investment Limited


120,000


120,000

Directors' fees payable to Directors of Trebuchet Finance Limited


12,500


13,855

Legal fees


506,731


203,315

Pricing expenses


116,979


179,239

Loan facility structuring fee


-


150,000

Margin commission


-


388,816

Other expenses


49,173


265,970



 

890,615


 

1,406,427






Total operating expenses


2,644,477


4,072,900


The Group has no employees. 


7.    Dividends


A dividend of Euro 0.15 (2007: Euro 0.23) per share was declared on 5 March 2008 as a third interim divided for the year ended 31 March 2008 and an amount of Euro 4,645,192 was paid to shareholders on 8 April 2008.


A dividend of Euro 0.15 (2007: Euro 0.15) per share was declared on 19 June 2008 as a final dividend for the year ended 31 March 2008 and a total of Euro 4,535,685 was paid to shareholders on 18 July 2008.  


A dividend of Euro 0.15 (2007: Euro 0.15) per share was declared on 23 September 2008 as a first interim dividend for the year ended 31 March 2009 and an amount of Euro 4,030,449 was paid to shareholders on 24 October 2008.  


The directors have declared a second interim dividend for the year ended 31 March 2009 of Euro 0.08 per share on 27 November 2008. The liability in respect of the second interim dividend has not been recognised in the balance sheet of the Group for the half year ended 30 September 2008 since this dividend had neither been declared nor approved at the balance sheet date.


The Group's objective is to provide shareholders with stable returns in the form of quarterly dividends. The Group's dividend policy is to make dividend distributions from its distributable net income subject to retaining a portion of such income as a reserve for payment in subsequent periods. 


Following the introduction of The Companies Guernsey Law, 2008, the Group is only able to pay a dividend if the Board of Directors is satisfied that the Company will, immediately after the payment, satisfy the solvency test and any other requirement in its Memorandum and Articles.  The Board is satisfied that, in respect of the proposed dividend and the dividend paid in respect of the quarter ended 30 June 2008 that the solvency test was satisfied.


8.    Loss per share

 



Period ended 30 September 2008


Period ended 30 September 2007



Euro


Euro

The calculation of the basic and diluted earnings per share is based on the following data:





Loss for the purposes of basic earnings per share being net loss attributable to equity holders


(36,871,101)



 

(3,792,587)











Weighted average number of Ordinary Shares for the purposes of basic earnings per share


29,551,491



40,376,640






Effect of dilutive potential Ordinary Shares:





    Share options


-


 

-

Weighted average number of Ordinary Shares for the purposes of diluted earnings per share


29,551,491



40,376,640


There is no dilution as at 30 September 2008, as the share price was below the option price for the period


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

The following is a summary of the Group's investments at fair value through profit or loss:




30 September 2008


31 March 2008



Euro


Euro

Asset-backed securities


155,447,373


204,790,989

Options


2,692,862


2,171,475



 

158,140,235


 

206,962,464




30 September 2008


31 March 2008

Asset-backed securities


Euro


Euro

Opening cost


326,365,867


430,814,877

Purchases


5,405,350


21,118,567

Sales proceeds


(424)


(51,946,581)

Realised Loss


(15,270,866)


(24,994,142)

Principal Paydowns


(14,095,241)


(48,626,854)

Principal Payups


2,905,146


-

Closing cost


305,309,832


326,365,867

Unrealised gains/(losses)


(149,862,459)


(121,574,878)

 

Asset-backed securities at fair value


155,447,373


 

204,790,989


With respect to the investment grade bonds purchased in the second quarter, the Company has recorded a Euro 4.4 million fair value gain. The write-ups of these bonds have been based on average prices supplied by market participants. This write-up includes a Euro 2.1 million fair value gain in respect of a single bond purchased on 29 September 2008, which the Company considers to be a 'forced sale' situation.




30 September 2008


31 March 2008

Options


Euro


Euro

Opening cost


1,680,000


1,680,000

Closing cost


1,680,000


1,680,000

Unrealised gains


1,012,862


491,475

 

Options at fair value


2,692,862


2,171,475


The following options contracts were open as at 30 September 2008:

Counterparty

Expiration

Description



Currency

 Notional Amount

Strike price

 

Unrealised

Gains/(Losses)

Euro

Credit Suisse

05 Nov 2009

Halifax HPI Put option

Euro

14,000,000

583.02


1,586,859

Lehman Brothers**

31 Oct 2009

HBOS HPI Put option


Euro

14,000,000

583.02


(573,997)













1,012,862


The following options contracts were open as at 31 March 2008:

Counterparty

Expiration

Description




Currency

Notional Amount

Strike price


Unrealised

Gains

Euro

Credit Suisse

05 Nov 2009

Halifax HPI Put option

Euro

14,000,000

583.02


245,738

Lehman Brothers

31 Oct 2009

HBOS HPI Put option


Euro

14,000,000

583.02


245,737













491,475


The Halifax house price index option contracts were purchased during the year ended 31 March 2008 as a hedge against deterioration of the UK housing market.


** Please see Note 19 Significant events during the period for further detail on the Lehman Brothers derivative exposure.

 

11. Other assets

 



30 September 2008


31 March 

2008



Euro


Euro






Interest receivable on investment portfolio


2,328,658


2,344,222

Interest receivable on cash and cash equivalents


37,145


51,519

Other interest receivable


47,486


-

Variation margin receivable


480,000


-



2,893,289


2,395,741


The Directors consider that the carrying amount of other assets approximates their fair value.

 

 

       12.   Derivative contracts

 The following foreign exchange forward contracts were unsettled at 30 September 2008:


Maturity Date


Amount Bought

Amount Sold

Unrealised 

Loss

Euro






31 December 2008


EUR 52,552,552

GBP 42,000,000

(673,744)

31 December 2008


EUR 2,763,958

USD 4,000,000

(72,021)





(745,765)


The following foreign exchange forward contracts were unsettled at 31 March 2008:


Maturity Date


Amount Bought

Amount Sold

Unrealised 

Gain

Euro






30 June 2008


Euro 75,364,155

GBP 59,500,000

952,319

30 June 2008


Euro 5,424,205

USD 8,500,000

37,896





990,215


On 22 August 2008, the Group entered into three EUR interest rate swaps with Goldman Sachs. These swap floating rate for fixed on the notional of three reference assets held in the portfolio. The fair value of these swap agreements at 30 September 2008 was EUR 209,523.


On 1 December 2006, the Group entered into balance-guaranteed interest rate swap agreements with Lehman Brothers International (Europe) in respect of the cash flows associated with fixed rate mortgage loans contained in five transactions in which the Group holds a residual income position. The notional amount of each swap agreement was adjusted on a quarterly basis in accordance with the balance of fixed rate mortgage loans outstanding in the relevant transaction. The swaps hedged against interest rate risk on fixed rate mortgage loans. One balance-guaranteed interest rate swap remained unsettled as at 30 September 2008. The fair value of this swap agreement as at 30 September 2008 was Euro 3,377 (31 March 2008: Euro 5,239).


The following interest rate and balance guaranteed interest rate swaps were unsettled at 30 September 2008:


Termination Date


Interest Rate Swaps

Reference Transaction

Counterparty

Initial Notional

Amount (EUR)


Unrealised Gain

Euro






27 March 2011 

Eirles Three 236B

Goldman Sachs

17,348,100


60,631

15 February 2011

Earls Eight Limited 

(Gate Repack)

Goldman Sachs

13,054,947


42,892

15 January 2011

Eirles Three 227 

(Gate Repack)

Goldman Sachs

29,725,589


106,000

Balance-guaranteed Interest Rate Swaps




209,523

1 December 2008 

Newgate 2006-1*

Lehman Brothers**

411,409,139


3,377






3,377






212,900


The following balance-guaranteed interest rate swaps were unsettled at 31 March 2008:


Termination Date

Reference Transaction

Counterparty


Initial Notional

Amount (GBP)


Unrealised

 Gain/(loss)

Euro

12 June 2008 

RMAC 2005-NS3*

Lehman Brothers

186,615,582


5,775

12 June 2008 

RMAC 2005-NS4*

Lehman Brothers

107,028,288


2,569

1 December 2008 

Newgate 2006-1*

Lehman Brothers

411,409,139


(13,583)






(5,239)

The swaps pay a fixed interest rate and receive a floating one.


** Please see Note 19 Significant events during the period for further detail on the Lehman Brothers derivative exposure.


13. Loans




30 September 2008


31 March 2008



Euro


Euro

Loans


40,500,000


40,500,000



40,500,000


40,500,000


During the year ended 31 March 2008 the Group arranged and drew down on a loan facility an amount of Euro 40,500,000 repayable by 13 July 2012. Collateral (Asset-backed securities and cash), totalling Euro 168,057,005 have been granted as security in relation to the loan.


As the terms of the loan are confidential the Group cannot disclose these in the interim report. 


14. Other liabilities



30 September 2008


31 March 2008



Euro


Euro






Interest payable


130,838


130,221

Due to related parties - Investment Manager (note 18)


186,819


291,551

Amounts payable for securities purchased


817,975


-

Amounts payable for shares repurchased


68,437


-

Accrued expenses


498,203


566,615



1,702,272


988,387


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.


15. Share capital


Authorised shares






30 September 2008

30 September 2008

31 March 

2008

31 March 

2008


Number of Ordinary Shares

Euro

Number of Ordinary Shares

Euro

Ordinary shares of no par value each

Unlimited

-

Unlimited

-


Issued and fully paid






Number of Ordinary Shares

Euro

Number of Ordinary Shares

Euro

Balance at 31 March 2008

30,706,048

-

40,620,756

-

Ordinary shares bought back during the period

(3,846,391)

-

(9,914,708)

-

Balance at 30 September 2008

26,859,657

-

30,706,048

-


Between 31 March 2008 and 30 September 2008, the Company purchased and cancelled 3,846,391 (Period to 30 September 2007: 991,354) Ordinary Shares through its buyback programme and a tender offer at an average price of €4.86 (Period to 30 September 2007: €5.04) per Ordinary Share.


16. Other reserve




30 September 2008


31 March 2008



Euro


Euro

Balance at start of period/year


184,680,623


384,678,304

Buy back of Ordinary Shares*


(18,724,877)


(52,997,681)

Transfer to distributable reserves


-


(147,000,000)

Balance at end of period/year


165,955,746


184,680,623


* Ordinary Shares bought back have been cancelled.


The Ordinary Shares of the Group 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 Group and as allowed by Guernsey Companies Law, the costs of the Initial Public Offering have been expensed against the share premium account. 

 

The Group passed a special resolution cancelling the amount standing to the credit of its share premium account immediately following admission to the London Stock Exchange. 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 Guernsey Companies Law, including the buy back of Ordinary Shares and the payment of dividends. As discussed in note 15, the Company bought back 3,846,391 Ordinary Shares of no par value at an average price of €4.86 per Ordinary Share. Under Guernsey Companies Law a capital redemption reserve is created for the redemption of these Ordinary Shares. As the nominal value of these Ordinary Shares is Euro Nil, the amount transferred to this reserve is Euro Nil.

 
In the prior year the transfer to the accumulated profit/loss reserve was made by the Directors to satisfy the requirements of The Companies (Guernsey) Law, 1994, that the Company has sufficient distributable reserves available for the payment of its dividends. Following the introduction of a solvency test for the payment of dividends following the introduction of The Companies (Guernsey) Law, 2008 from 1 July 2008, no such transfer has been made in the period ended 30 September 2008. 


 


 

17. Notes to cash flow statement

 



Period ended 30 September 2008


Period ended 30 September 2007



Euro


Euro

Net loss


(36,871,101)


(3,792,587)

Adjustments for:





Net realised losses/(gains) on sale of asset backed securities 


15,270,866

 


32,199,740

Net realised losses on total return swap agreements


-


36,056,244

Movement in unrealised gains on investments at fair value through profit or loss


27,766,194


(7,198,458)

Movement in unrealised gains on total return swap agreements


-


(36,453,698)

Movement in unrealised (gains)/ losses on interest rate swap agreements


(218,139)


656,413

Movement in unrealised gains on foreign currency bank balances


(113,062)


(34,037)

Movement in unrealised (gains)/ losses on foreign exchange forward contracts


1,735,980


(94,516)



7,570,738

 


21,339,101






Purchases of asset-backed securities


(4,587,375)


(21,118,567)

Sales proceeds from asset-backed securities


424


77,414,044

Principal paydowns


14,095,241


23,939,540

Principal payups


(2,905,146)


-

Net sales on total return swap agreements


-


18,098,344



6,603,144


98,333,361






(Increase)/decrease in receivables


(497,548)


7,293,606

Decrease in payables


(104,090)


(1,562,484)



(601,638)


5,731,122

Net cash inflow from operating activities


13,572,244


125,403,584


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.


18. Material agreements and related party transactions


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 note 6). During the period ended 30 September 2008, the Management Fee totalled Euro 1,586,539 (2007: Euro 2,370,535) of which Euro 186,819 (31 March 2008: Euro 291,551) is payable at period end. The Incentive Fee totalled Euro Nil (2007: Euro nil).

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 × C) where:


A = 

The Group'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 Group'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 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 are 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. Investors Fund Services (Ireland) Limited, the sub-administrator, is paid by the Administrator.


Investments in other entities managed by the Investment Manager

As at 30 September 2008, the Company held investments with a total value of Euro 2,906,812 (31 March 2008: Euro 4,479,375) in the following entities, which are managed by the Investment Manager: Cheyne CLO Investments I Limited (31 March 2008: 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 (Euro 10). 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. As at 30 September 2008, these options were out of the money as the share price was below the Offer Price of Euro 10.

Controlling Party

Cheyne ABS Opportunities Fund has a controlling interest in the Company.


19. Significant Events during the period


The Company has both direct and indirect exposure to Lehman Brothers and its subsidiaries. On 15 September 2008, Lehman Brothers International (Europe) Limited entered into administration. There is still uncertainly about what this event will mean for its obligations and contracts with counterparties. The Company has direct exposure to Lehman Brothers International (Europe) Limited via Euro 14m notional of the HPI option, and an Interest Rate Swap. On 3 October 2008, the Company submitted a default notice of Euro 3,084,093 in relation to the HPI hedge. The Company is carrying this claim on its balance sheet at a value of Euro 266,003 which implies a recovery rate of 8.6%, the Interest Rate Swap is also valued at this recovery rate (valued at 30 September 2008 at Euro 3,377). Lehman Brothers Special Financing Inc provides the fixed to floating swap in the Eurosail 2006-1 securitisation. We expect cash flows for Eurosail 2006-1 to be materially affected until March 2009. The impact of this swap on the valuation of the Eurosail 2006-1 asset is approximately EUR 320,000. Capstone Mortgages Services Ltd. ('Capstone'), a subsidiary of Lehman Brothers Holdings Inc. (the bank's holding company), is the servicer of the loans in the Eurosail 2006-1 mortgage pool. Capstone has not entered administration.


20. Subsequent Events


The Company bought back 5,000 shares at a price of 3.25 Euro between 30 September 2008 and 27 November 2008.

The Company has submitted an event of default notice and valuation claim to Lehman Brothers International (Europe) Limited in respect of the Euro 14m HPI option and the BGS position it held with Lehman Brothers International (Europe) Limited when it entered administration.

On 27 November 2008 the Company negotiated amended terms on a reduced facility, involving a flexible two year repayment schedule of the outstanding debt. This repayment plan enables the Company to remove Material Change clauses from the loan agreement which could have required repayment on less attractive terms. The Company has committed to repay the outstanding balance of the facility by October 2011, pursuant to an agreed upon loan amortisation schedule and will not make any further draw downs. At the end of each quarter, the Company has pledged to keep the outstanding balance of the financing facility below the product of the then applicable advance rate and the value of the investment portfolio plus cash . As at 27 November 2008, the Company's Borrowing Base is approximately €62.9 million versus a loan balance of €40.5 million. At the end of each calendar quarter, the Company has agreed a target loan amount with the lenders. The Company has also agreed to an Applicable Percentage for every quarter. Please refer to the RNS statement of 28 November 2008 for further details.

There have been no other events subsequent to 30 September 2008 which require adjustment of or disclosure in the interim report or notes thereto.


21. Foreign exchange Rates

The following foreign exchange rates relative to the Euro were used as at 30 September 2008:


British pound                0.78804

US Dollar                    1.40465


22. Approval of the Financial Statements

The financial statements were approved by the Directors on 2
7 November 2008.




 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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