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SVG Diamond Holdings Limited A&R 20/12/2012 16:46 Page I 13338 SVG Diamond Holdings A&R_13338 SVG Diamond Holdings Limited A&R 20/12/2012 16:46 Page i SVG Diamond Holdings Limited Audited financial statements For the year ended 30 September 2012 Job No.: 13338 Proof Event: 5 Park Communications Ltd Alpine Way London E6 6LA Customer: SVG Project Title: Diamond Annual Report 2012 T: 020 7055 6500 F: 020 7055 6600 13338 SVG Diamond Holdings A&R_13338 SVG Diamond Holdings Limited A&R 20/12/2012 16:46 Page ii Company information Contents Directors Company information ii Elizabeth Ann Mills Investment adviser’s report 01 Peter John Richardson 20 largest investments 06 Investment adviser Directors’ report 08 SVG Advisers Limited Independent auditor’s report 09 61 Aldwych Statement of comprehensive income 10 London WC2B 4AE Statement of changes in equity 11 Statement of financial position 12 Advisory committee Statement of cash flows 13 Jeffrey Hodgman (Chairman) Notes to the financial statements 14 John McLachlan Sam Robinson Andrew Sykes James Witter Portfolio administrator, trustee, cash manager and custodian The Bank of New York Mellon (Ireland) Limited Hanover Building Windmill Lane Dublin 2 Issue and paying agent Bank of New York Mellon North America – London Branch One Canada Square London E14 5AL Corporate service provider and company secretary Structured Finance Management Offshore Limited 47 Esplanade St Helier Jersey JE1 0BD Registered office 47 Esplanade St Helier Jersey JE1 0BD Solicitors White & Case 7-11 Moorgate London EC2R 6HH Independent auditors Ernst & Young LLP 1 More London Place London SE1 2AF Job No.: 13338 Proof Event: 5 Park Communications Ltd Alpine Way London E6 6LA Customer: SVG Project Title: Diamond Annual Report 2012 T: 020 7055 6500 F: 020 7055 6600 13338 SVG Diamond Holdings A&R_13338 SVG Diamond Holdings Limited A&R 20/12/2012 16:46 Page 01 Investment adviser’s report SVG Diamond Holdings Limited and SVG Diamond Private Equity • At 30 September 2012, SVG Diamond had total plc (together “SVG Diamond” or the “Fund”) was established to commitments 3 of €460.4 million to a portfolio of provide investors with an enhanced exposure to a diversified 63 underlying funds (515 portfolio companies 4), of which portfolio of private equity funds. SVG Diamond closed in €85.6 million remained unfunded. The value of these September 2004 having raised approximately €260.0 million of investments was €359.7 million rated Notes (“Notes”) and preferred equity shares representing • The underlying portfolio reported a total return of 14.5% over commitments of €140.0 million. the 12 month period, following valuation uplifts from the majority of the underlying funds, and continued strong Overview distributions. The majority of companies the Fund’s underlying managers invest in continue to perform well against a difficult We are encouraged by SVG Diamond’s performance over the macroeconomic backdrop and we continue to be encouraged 12 months to 30 September 2012. The Fund has reported an with the stable performance from the majority of funds within increase in net asset value (“NAV”) of 19% over the reporting the portfolio. Managers are taking significant action to drive period, driven by the returns from the underlying portfolio – both top and bottom line growth at their investee companies and from valuation uplifts and strong distributions – as well as the are focused on making capital structures resilient through enhancing effect of the Fund’s leverage. In absolute terms, SVG deleveraging and refinancing. However, if macroeconomic Diamond’s NAV increased by €35.5 million over the reporting concerns persist, the operating performance of underlying period to €221.5 million (30 September 2011: €186.0 million), portfolio companies will likely be impacted. Movements in FX which equates to an NAV per share of €1.58 at 30 September had a positive impact on the portfolio value 2012 (30 September 2011: €1.33). • SVG Diamond has a comfortable liquidity position – at 30 September 30 September 30 September 2012 unfunded commitments had reduced to 2012 2011 €85.6 million (30 September 2011: €118.1 million) and were Value of investment portfolio €359.7m €346.4m 1 84% covered by the Fund’s cash resources of €72.1 million. Other net assets €71.3m €100.7m We anticipate distributions to pick up as the portfolio matures Note liabilities (€209.5)m (€261.1)m and would expect these to provide additional liquidity to cover NAV €221.5m €186.0m unfunded commitments Shares in issue 140.0m 140.0m • Distributions from the underlying portfolio over the year to NAV per share €1.5822 €1.3289 30 September 2012 have remained strong, with the Fund receiving proceeds of €75.1 million 5 (year to 30 September Total return on NAV over 2011: €88.6 million 5). As to be expected at this stage of the the 12 months 19% 24% Fund’s lifecycle, these significantly outweighed the As reported in the interim accounts (six months to 31 March €35.7 million of calls paid in the reporting period (year to 2012), SVG Diamond has now entered the debt amortisation 30 September 2011: €50.4 million) phase of its lifecycle and for the first time, in accordance with the • The Fund completed the early termination of the interest rate transaction documents, the debt amortisation waterfall was utilised swaps on its floating rate Notes (for zero cost) on 28 March in March 2012. We are also pleased to report that as a 2012. As a result, SVG Diamond will now fully benefit from consequence of SVG Diamond’s strong liquidity position, the PEI low short term interest rates and, based on the projected Reserve Account was fully funded in the first half of the financial redemption of the Class A, B and C Notes, this will create a year, enabling the super senior €96.5 million AIG Liquidity Facility projected cost saving for the Fund of approximately to be terminated in full, the associated €96.5 million of cash €7.5 million 6 over the next 21 months 7 (or a total cost saving collateral to be returned to AIG, and furthermore, a partial of circa €10.8 million from 31 March 2012) redemption of approximately 26% of the Class A Notes (€10.5 million of €40.0 million Class A-1 Notes and • On 21 September 2012, the Fund, advised by SVG Advisers, US$14.4 million of the US$55.0 million Class A-2 Notes) to occur. obtained Noteholder and rating agency consent, to amend the terms and conditions of the Notes to permit any future On 28 September 2012, as a consequence of the Fund’s continued excess cash held in the PEI Reserve Account over and above strong liquidity position, a further partial redemption of the Minimum Balance to be released down the liability approximately 60% of the remaining Class A Notes was made waterfall to repay Notes. This will ensure the Fund is able to (€17.6 million of Class A-1 Notes and US$24.2 million of Class A-2 manage its liquidity in an efficient and prudent way Notes). This leaves €11.9 million of Class A-1 Notes and • As a consequence of its strong liquidity position, SVG US$16.4 million of Class A-2 Notes outstanding. Based on current Diamond began to redeem some of the Class A Notes market conditions, the Fund is projected to make further significant through the course of the financial year. As at 30 September Note redemptions over the next 18 months with all outstanding 2012, approximately 70% of each of the Class A-1 and Class Notes currently forecast to be fully redeemed by March 2015 2. A-2 Notes had been redeemed Highlights • SVG Diamond reported a total return of 19% over the 12 month period and at 30 September 2012 the Fund had an NAV of €221.5 million and an NAV per share of €1.58 3 Current total commitments equals unfunded commitments plus funded commitments 4 As at 30 June 2012, the latest date at which full information at the company level is available 5 Including income distributions 1 Includes withholding tax receivable 6 Based on yield curves as estimated by SVG Advisers Limited as at 27 November 2012 2 Based on certain SVG Advisers assumptions – the actual timing of repayment may differ from this 7 From December 2012 SVG Diamond Holdings Limited 01 Audited financial statements Job No.: 13338 Proof Event: 5 Park Communications Ltd Alpine Way London E6 6LA Customer: SVG Project Title: Diamond Annual Report 2012 T: 020 7055 6500 F: 020 7055 6600 13338 SVG Diamond Holdings A&R_13338 SVG Diamond Holdings Limited A&R 20/12/2012 16:46 Page 02 Investment adviser’s report continued • On 2 October 2012, Fitch Ratings upgraded a number of SVG Funds reporting largest gains since inception 10 Diamond’s floating rate Notes. This action was driven by the Fund’s increased portfolio NAV, its overall credit enhancement Total gains Total paid in following partial amortisation of the Class A principal and since inception capital finally, the Fund’s adequate near term liquidity relative to its € million € million unfunded commitments. The Class A Notes were upgraded to Schroder Canadian Buy-Out Fund I 22.6 7.1 ‘AA+sf’ from ‘AAsf’, the Class B Notes were upgraded to ‘A+sf’ Wind Point Partners IV 21.6 11.8 from ‘Asf’, while the Class C and M Notes were affirmed. All Industri Kapital 2004 Fund 20.2 23.7 Notes remain “outlook stable” 3i Eurofund IV 14.2 14.4 • SVG Advisers continues to review the Fund’s cash resources Carlyle Europe Partners II 13.2 24.3 within the strict parameters of ‘Liquid Investments’ as set out in the transaction documents in order to optimise the returns Funds reporting largest gains over 12 months to to the Fund 30 September 2012 10 • We believe SVG Diamond is well positioned to deliver value to shareholders as the portfolio matures and the Fund continues Gains over last Total paid in to deleverage 12 months capital € million € million Commitments CVC European Equity Partners IV 4.9 10.1 Industri Kapital 2004 Fund 3.5 23.7 SVG Diamond’s investment period formally expired on Wind Point Partners IV 3.5 11.8 30 September 2011.
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