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Baring Vostok Investments PCC Limited Baring Vostok Investments PCC Limited Annual Report and Audited Consolidated Financial Statements for the year ended 31 December 2016 (Registration number 38808) DRAFT 27/04/2017 16:50 Contents Management and Administration………………………………………………………………………………………………………………………………………….2 Chairman's Statement……………………………………………………………………………………………………………………………………………………………………3 Investment Portfolio……………………………………………………………………………………………………………………………………………………… 4 Report of the Manager…………………………………………………………………………………………………………………………………………………………………………………………………5 Directors' Report………………………………………………………………………………………………………………………………………………………………………………16 Independent Auditor's Report……………………………………………………………………………………………………………………………………… 21 Consolidated Statement of Comprehensive Income……………………………………………………………………………………………………………………………………………………………………………26 Consolidated Statement of Financial Position……………………………………………………………………………………………………………………………………………………………………………..27 Consolidated Statement of Changes in Equity…………………………………………………………………………………………………………………………………………………………………..28 Consolidated Statement of Cash Flows……………………………………………………………………………………………………………………………………..……………..29 Consolidated Notes to the Financial Statements……………………………………………………………………………………………………………………………………………………………………………..30 Baring Vostok Investments PCC Limited 1 Report and Audited Consolidated Financial Statements for the year ended 31 December 2016 Management and Administration DIRECTORS: Andrey Costyashkin (appointed on 1 June 2016) Christopher Legge (resigned on 27 April 2016) J. Dudley Fishburn, Chairman Peter Touzeau Richard Crowder Simon Faure REGISTERED OFFICE: 1 Royal Plaza Royal Avenue St Peter Port Guernsey GY1 2HL MANAGER: Baring Vostok Investment Managers Limited 1 Royal Plaza Royal Avenue St Peter Port Guernsey GY1 2HL SECRETARY AND ADMINISTRATOR: Ipes (Guernsey) Limited 1 Royal Plaza Royal Avenue St Peter Port Guernsey GY1 2HL INDEPENDENT AUDITORS: PricewaterhouseCoopers CI LLP Royal Bank Place 1 Glategny Esplanade St Peter Port Guernsey GY1 4ND Baring Vostok Investments PCC Limited 2 Report and Audited Consolidated Financial Statements for the year ended 31 December 2016 Chairman's Statement Dear Shareholders, Your company remains extremely well positioned within Russia. We have our eye on a number of new private equity investments. Competition for these from other foreign investors is limited and there are good opportunities to invest in well-researched and strategic companies. We are also concentrating our resources on our many existing investments that have the potential for considerable capital growth. Our Manager always plans on exiting these investments at the best possible time. A summary of the top 10 private equity holdings is reported on pages 11 to 15. After a difficult 2015, Russia's economy stabilised in 2016 as the oil price and the Rouble became less volatile and GDP recovered modestly. Baring Vostok Investments PCC Limited has a strong portfolio which should create increased valuations in USD in the years ahead. I would like to thank our shareholders, our advisors and all our stakeholders for their continued support. J. Dudley Fishburn Chairman Date: 27 April 2017 Baring Vostok Investments PCC Limited 3 Report and Audited Consolidated Financial Statements for the year ended 31 December 2016 Investment Portfolio As at 31 December 2016 31 Dec 16 31 Dec 16 31 Dec 15 31 Dec 15 Cost Fair Value Cost Fair Value USD USD USD USD Core Private equity investments 78,416,266 59,030,203 85,377,007 45,001,672 Bonds and fixed income investments 4,220,217 4,294,732 1,994,280 2,016,840 Listed equity 18,576,823 16,567,662 19,666,264 9,939,137 Total Core 101,213,306 79,892,597 107,037,551 56,957,649 Cell Listed equity - BVPEF Yandex Interest - - 8,504,509 3,656,380 Total Cell - - 8,504,509 3,656,380 Total Company 101,213,306 79,892,597 115,542,060 60,614,029 The USD:RUB and USD:KZT rates applied to the cost of the underlying investments are the prevailing rates at the date of purchase. The USD:RUB rate applied to the revaluation of the underlying investments as at 31 December 2016 was 60.66 (31 December 2015: 72.88) and the USD:KZT rate was 333.29 (31 December 2015: 339.47). Baring Vostok Investments PCC Limited 4 Report and Audited Consolidated Financial Statements for the year ended 31 December 2016 Baring Vostok Investments PCC Limited Manager’s Report Portfolios The Core: As of 31 December 2016, Baring Vostok Investments PCC Limited’s (“The Company” or “BVIL”) Core Net Asset Value (“NAV Core”) per Share was $3.08, an increase of 27% compared to the December 31, 2015 NAV per Share of $2.43. After several portfolio divestments between 2014 and 2016, the Core had accrued cash of approximately $3.2 million available for distribution to shareholders. In May and June 2016, BVIL distributed these proceeds via a share buy-back, by which the Core acquired 1,624,500 shares at an average price of $1.95, or an approximate discount of 20% to the Core’s NAV as of March 31, 2016. These shares are currently held in treasury. As at 31 December 2016, approximately 68% of the Core’s assets were invested directly and indirectly in underlying private equity portfolio companies, 24% were invested in a range of public equities and fixed income instruments, and 7% were held in cash and cash equivalents. The Core’s targeted allocation of exposure to private equity assets remains 75%-80%. CORE PE PE Total valuation $'mln Share of net assets NET ASSETS (31 December 2016) Portfolio Investments Portfolio Investments % Top Ten Private Equity Holdings Country Sector Ozon* Russia E-Commerce 8.4 9.6% Center for Financial Technologies* Russia Software 6.8 7.7% EMC* Russia Healthcare 3.4 3.8% Etalon+ Russia Residential Homebuilding 3.1 3.6% Kaspi Bank* Kazakhstan Retail Banking 3.1 3.5% Tinkoff Bank+ Russia Online Retail Banking 3.0 3.4% Avito* Russia Online Classifieds 2.9 3.3% Nostrum Oil & Gas+ Kazakhstan Oil & Gas E&P 2.4 2.8% Viasat Russia, CEE Media 2.2 2.5% Gett Russia, Israel, UK, US Internet, online marketplace n.d. n.d. Other PE Holdings n.d. n.d. Total PE Holdings 59.9 68.0% Cash and Cash Equivalents 5.7 6.5% Listed Equity Securities+ 15.7 17.8% Bonds and Fixed Income Investments 4.3 4.9% Net Current Receivables 2.5 1.7% Net Assets 88.1 98.9% *Private companies valued at Q4 2016 valuations, adjusted by the spot rate as of December 31, 2016 (Rouble/$ for Ozon, CFT, EMC, Avito; KZT/$ for Kaspi Bank) +Public companies valued at December 31, 2016 closing market price n.d. - not disclosed Competition for new investments in Russia and the region continues to be limited, as few private equity funds have substantial capital available to invest, the IPO market for Russian companies remains largely closed, and most of the traditional Russian competitors have liquidity constraints and/or are distracted by urgent problems with existing investee companies. 5 Baring Vostok Investments PCC Limited For the calendar year 2016, the Core’s co-investment percentage of new private equity deals alongside Baring Vostok Private Equity Fund V (“Fund V”) was equal to 3% of each new investment. We saw attractive opportunities among rapidly-growing internet marketplaces, and in more traditional sectors such as retail and consumer services. New investments included: • BlaBlaCar, a leading global online community-based ride-sharing company, operating in 22 countries across the EU, Russia, Ukraine, India, Turkey, Brazil, and Mexico; • Busfor, the leading platform for selling intercity bus tickets online in Russia and Ukraine; • Familia, Russia’s leading off-price apparel retailer; • Solopharm, a pharmaceutical manufacturer focusing on generic liquid drugs, benefiting from the overall trend in Russia of import substitution and a specific focus on becoming self- sufficient in pharmaceuticals; • Vkusvill, a fast-growing food retailer in Moscow with a focus on fresh products. In 2016, BVIL also made several follow-on investments into its existing portfolio companies alongside Fund V to finance additional development and to opportunistically buy-out other shareholders. Follow-ons included investments in Carprice, Profi, Orient Express Bank and Tigers Realm Coal. As of 31 December 2016, the Core had exposure to 35 underlying portfolio companies. Nearly all of the Core portfolio companies operate in domestic, consumer-focused sectors such as internet services, media, retail services, or financial services. Despite economic headwinds in recent years, growth rates in these sectors in Russia have remained consistently strong due to similar secular drivers which are occurring in most countries globally. In addition, most are the leading players in their sectors and have superior customer value propositions compared to their competition, enabling them to grow much faster than their market segments overall. Avito, Carprice, Familia, Gett, Ivi, Profi, Tinkoff Bank, Viasat, and Vkusvill all generated record results in 2016, and we believe still have a long runway to continue to grow rapidly before their respective markets reach saturation. In contrast, most Russian and regional companies in cyclical sectors (such as financial services, advertising, and residential development) suffered in 2015 due to a drop in demand, a spike in interest rates, and the operational leverage inherent in their business models. However, by 2016 there were clear signs of a cyclical bottom being reached, with the weakest companies closing operations and the strongest players gaining market share. The Fund has relatively low exposure to cyclical sectors, but where it does, its portfolio
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