crown asia-pacific private equity plc 31 december 2012 · end date 13 july 2011 fund expiry date 13...

Strictly confidential

Crown AsiA-PACifiC PrivAte equity PLC

Annual Report and Audited Financial StatementsFor the year ended 31 December 2012

Registered Number: 441645

Cro

wn

Asi

A-P

ACi

fiC

Priv

Ate

eq

uit

y

31 D

ecem

ber

2012


table of contents

Table of contents | CRown ASiA-pACiFiC pRivAte equity Annual report 2012 03

Directors and other information 04 Background to the Company 05 investment Advisor’s report 06 Directors’ report 09 Custodian’s report 15 independent Auditors’ report 16 Statement of comprehensive income 18 Balance sheet 19 Statement of changes in equity 20 Cash flow statement 21 notes to the financial statements 22 portfolio of investments 38


Directors and other information

04 CRown ASiA-pACiFiC pRivAte equity Annual report 2012 | Directors and other information

Board of Directors

Konrad Baechinger (Swiss)

urs Gaehwiler (Swiss)

paul Garvey (irish)

André Lagger (Swiss)

Roberto paganoni (Dutch)

tycho Sneyers (Belgian)

Desmond tobin (irish)

Investment Advisor and Distributor

LGt Capital partners Limited

Schuetzenstrasse 6

8808 pfaeffikon

Switzerland

Main contacts:

tycho Sneyers

Robert Schlachter

Investment Manager

LGt Capital partners (ireland) Limited

Segrave House

19/20 earlsfort terrace

Dublin 2

ireland

Main contact:

Brian Goonan

Administrator/Transfer Agent

LGt Fund Managers (ireland) Limited

Segrave House


Dublin 2

ireland

Main contact:

paul Garvey

Trustee and Custodian

Credit Suisse international, Dublin Branch

Kilmore House

park Lane

Spencer Dock

Dublin 1

ireland

Secretary and Registered Office

LGt Fund Managers (ireland) Limited

Segrave House


Dublin 2

ireland

Main contact:

Kathryn o’Driscoll

Independent Auditors

pricewaterhouseCoopers

Chartered Accountants

and Registered Auditors

one Spencer Dock

north wall quay

Dublin 1

ireland

Legal Advisor and Listing Sponsor

Dillon eustace

33 Sir John Rogerson’s quay

Dublin 2

ireland

Irish Paying Agent

LGt Bank (ireland) Limited

Segrave House


Dublin 2

ireland


Background to the Companythe following information is derived from and should

be read in conjunction with the full text and definitions

section of Crown Asia-pacific private equity plc’s (“CRown

ASiA-pACiFiC pRivAte equity”, “CApe” or the “Compa-

ny”) prospectus (the “prospectus”).

Structure

Fund size uSD 372.8 million

Date of incorporation 19 June 2007

initial closing date 13 July 2007

Final closing date 13 January 2009

vintage year 2007

investment period:

Start date 13 July 2007

end date 13 July 2011

Fund expiry date 13 June 2019

extension periods up to three one-year extensions

the Company is a closed-ended investment company with

variable capital, incorporated on 19 June 2007 with lim-

ited liability under the laws of ireland. the Company was

authorized by the Central Bank of ireland on 11 July 2007

pursuant to the provisions of part Xii of the Companies

Act, 1990 and had a final closing on 13 January 2009.

the Class A Shares, Class B Shares and Class o Shares of

the Company were admitted to the official List of the

irish Stock exchange on 8 november 2007, 1 February

2008 and 16 July 2007, respectively.

the prospectus was reissued on 20 July 2010 to include

updated financial information in accordance with the

prospectus (Directive 2003/71/eC) Regulations 2005. Sup-

plements to the prospectus were issued on 21 April 2011

and 1 July 2011. these Supplements were to allow the

Company to issue guarantees under restricted conditions

relating to the structuring of investments and to provide

for the appointment of Credit Suisse international, Dub-

lin Branch, as Custodian to the Company, respectively.

Investment objective

the objective of the Company is to provide investors with

attractive long-term capital appreciation from a diversi-

fied private equity portfolio mainly focused on the Asia-

pacific region.

the Company’s portfolio shall comprise substantially of

Asia-pacific buyout and growth capital funds. the target

is to allocate 80% of the subscribed capital to leading

buyout and growth capital private equity partnerships.

Finally, CApe’s portfolio may comprise up to 20% in ven-

ture fund investments and up to 20% in secondary private

equity partnership investments.

the Company shall not invest more than 15% of sub-

scribed capital in any one underlying primary private

equity partnership. the Company’s investment in any one

primary private equity partnership shall not equal to

more than 20% of the targeted fund size of such primary

private equity partnership.

Background to the Company | CRown ASiA-pACiFiC pRivAte equity Annual report 2012 05


06 CRown ASiA-pACiFiC pRivAte equity Annual report 2012 | Investment Advisor’s report

investment Advisor’s report

CR

OW

N A

SIA

-PA

CIF

IC P

RIV

ATE

EQ

UIT

Y

25 Investors

23 Primary investments

8 Secondary transactions(14 Partnerships)

6981) Companies

Investors Fund-of-funds Private equitypartnerships

Participationsin companies

NOTE:1) Based on the latest available financial statements from the underlying private equity partnerships, i.e 30 September 2012.

PORTFOLIO STRUCTURE AS OF 31 DECEMBER 2012

NAV SUMMARY

CApe’s net asset value (“nAv”) as of 31 December 2012

amounts to uSD 317.6 million, an increase of uSD 22.4

million compared to the year ended 31 December 2011.

PORTFOLIO STRUCTURE


PORTFOLIO REVIEW AT PARTNERSHIP LEVEL

Commitments

CApe has committed uSD 303.2 million (82.5% of total

commitments) to 23 primary private equity partnerships

and uSD 64.2 million (17.5% of total commitments) to

eight secondary transactions comprising 14 private equity

partnerships. the total commitments of uSD 367.4 million

amount to 98.6% of the investors’ total subscribed capital

of uSD 372.8 million.

Investment Advisor’s report | CRown ASiA-pACiFiC pRivAte equity Annual report 2012 07

2007 48%

20022%

20031%

2005 4%

20011%

2008 32%

2009 3%2010 6%

2011 3%

China 38%

Other 6%

India 23%

Japan 6%

Pan-Asian 19%

South-East Asia6%

Australia2%

500 to 2,000 46%

>2,000 17%

<500 37%

Secondarytransactions 17%

Primaryinvestments 83%

COMMITMENTS STRUCTURE1)

INVESTMENT TYPE

VINTAgE YEARS

FUND SIZES (IN USD MILLIONS)

gEOgRAPHY2)

NOTES:1) Based on CApe’s commitments in private equity partnerships.2) Based on the stated geographical investment focus of the private equity partnerships.

<0.5%:

•1999

•2004


PORTFOLIO REVIEW AT COMPANY LEVEL1)

CApe has indirectly invested in 698 companies of which

548 are still active and 150 have been fully realized.

CRown ASiA-pACiFiC pRivAte equity has a specific geo-

graphical focus on the Asia-pacific region but no indus-

trial target allocation. it seeks broad diversification across

this dimension.

NOTES:1) Based on the latest available financial statements from the underlying private equity partnerships, i.e. 30 September 2012.2) Geography refers to the location of the company’s head office.3) Fair market value (“FMv”) refers to the valuations ascribed to the various portfolio companies of the underlying private equity partnerships.

INVESTMENT ACTIVITY

on 13 July 2011, the investment period for CApe ended.

LgT Capital Partners Limited

Pfaeffikon, Switzerland

tycho Sneyers

Robert Schlachter

21 February 2013

08 CRown ASiA-pACiFiC pRivAte equity Annual report 2012 | Investment Advisor’s report

China 47%

Other 9%

India 16%

Japan 5%

Australia 3%

US 7%

Indonesia 9%

Singapore 2%Brazil 2%

DIVERSIFICATION BY gEOgRAPHY2) (FMV)3)

Industrialproducts 18%

Consumerservices 11%

Industrial services 11%

Life sciences 4%

Consumer products 17%

Healthcare2%

Telecom2%

Real estate 3%

IT 9%

Cleantech 3%

Financial 20%

DIVERSIFICATION BY INDUSTRY

(FMV)3)

Media:

<0.5%


Directors’ report | CRown ASiA-pACiFiC pRivAte equity Annual report 2012 09

the Directors submit their report together with the au-

dited financial statements for the year ended 31 December

2012 which may be available on the website of LGt Capital

partners Limited and/or any regulatory website as may be

required by law and/or regulations.

Statement of Directors’ responsibilities

the Directors are responsible for preparing the annual

report and the audited financial statements in accord-

ance with applicable irish law and international Financial

Reporting Standards (“iFRS”) as adopted by the eu. irish

company law requires the Directors to prepare audited

financial statements for each financial year that give a

true and fair view of the state of affairs of the Company

and of the profit or loss of the Company for the year. in

preparing the audited financial statements, the Directors

are required to:

> select suitable accounting policies and then apply

them consistently;

> make judgements and estimates that are reasonable

and prudent; and

> prepare the financial statements on the going concern

basis unless it is inappropriate to presume that the

Company will continue in business.

the Directors confirm that they have complied with the

above requirements in preparing the audited financial

statements.

the Directors are responsible for keeping proper books of

account which disclose with reasonable accuracy at any

time the financial position of the Company and to enable

them to ensure that the audited financial statements are

prepared in accordance with iFRS as adopted by the eu

and comply with the irish Companies Acts, 1963 to 2012

(the “Companies Acts”). they are also responsible for

safeguarding the assets of the Company and hence for

taking reasonable steps for the prevention and detection

of fraud and other irregularities.

under the Central Bank of ireland’s non-uCitS (undertak-

ing for Collective investment in transferable Securities)

notices, the Directors are required to entrust the assets of

the Company to the Custodian for safe-keeping.

the Directors are responsible for the integrity of the an-

nual report and audited financial statements for the year

ended 31 December 2012 which are included on the web-

site of LGt Capital partners Limited only. notwithstanding

anything else contained in this report, the Directors are

not responsible for the maintenance and integrity of the

annual report and audited financial statements for the

year ended 31 December 2012 which may be included on

any regulatory authority website as may be required by

law and/or regulations.

Furthermore, if users of this annual report and audited

financial statements are concerned with the inherent

risks arising from electronic data communications, they

are advised to refer to the hard copy of the annual report

and audited financial statements to confirm the infor-

mation included in the annual report and audited finan-

cial statements presented on either the website of LGt

Capital partners Limited and/or any regulatory authority.

the Company’s financial statements will be submitted

to the Central Bank of ireland and the Companies An-

nouncements Services of the irish Stock exchange (the

“iSe”). Any updated version of the prospectus (to include

all audited annual accounts of the Company) may be pub-

lished in accordance with part 8 of the prospectus (Direc-

tive 2003/71/eC) Regulations 2005 on the website of the

Central Bank of ireland and be deemed available to the

public accordingly.

Responsibility statement

in accordance with the transparency (Directive 2004/109/

eC) Regulations 2007 each of the Directors, in their role as

directors, and whose names appear on page 4 confirm

that, to the best of their knowledge and belief:

> the Company’s Annual Report and Audited Financial

Statements is prepared in accordance with iFRS as

adopted by the eu, as applied in accordance with the

Companies Acts, 1963 to 2012, and gives a true and fair

view of the assets, liabilities and financial position of

the Company as at 31 December 2012 and its profit for

the year then ended; and

> the Directors’ report includes a fair review of the de-

velopment and performance of the business and the

position of the Company, together with a description

of the principal risks and uncertainties that it faces.

Directors’ report


10 CRown ASiA-pACiFiC pRivAte equity Annual report 2012 | Directors’ report

Corporate governance statement

the following corporate governance statement is sourced

from the irish Funds industry Association (the “iFiA”) and

is in compliance with european Communities (Directive

2006/46/eC) Regulations (S.i. 450 of 2009 and S.i. 83 of

2010).

on 15 February 2011, the Board of Directors formally

adopted the above-mentioned corporate governance

statement which was applied by the Company through-

out 2012.

on 29 March 2012, the Board formally adopted a volun-

tary Corporate Governance Code for Collective invest-

ment Schemes & Management Companies (the “volun-

tary Code”) issued on 14 December 2011 by the iFiA.

the voluntary Code was also applied throughout 2012

but a provision in respect of the appointment of an inde-

pendent Director will only be formally adopted on 1 June

2013 and not by 1 January 2013 as required by the Code.

Although there is no specific statutory corporate govern-

ance statement applicable to irish collective investment

schemes whose shares are admitted to trading on the iSe,

the Company is subject to corporate governance practices

imposed by:

(i) the Companies Acts;

(ii) the Memorandum and Articles of Association of the

Company (the “Articles of Association”);

(iii) the Central Bank of ireland in their non-uCitS notices

and Guidance notes; and

(iv) the iSe through the iSe Code of Listing Requirements

and procedures.

the information referred to in points (i) to (iv) is available

for inspection at the registered office of the Company at

Segrave House, 19/20 earlsfort terrace, Dublin 2.

the Company is responsible for establishing and main-

taining adequate internal control and risk management

systems of the Company in relation to the financial re-

porting process. Such systems are designed to manage

rather than eliminate the risk of error or fraud in achiev-

ing the Company’s financial reporting objectives and can

only provide reasonable and not absolute assurance

against material misstatement or loss.

the Company has procedures and internal controls in place

to ensure proper execution, reporting and maintenance of

transaction data using data capture and design-specific

financial software and risk based review processes to en-

sure all relevant accounting records are properly main-

tained and are readily available, including production of

annual and semi-annual financial statements. the annual

and semi-annual financial statements of the Company are

required to be approved by the Board of Directors of the

Company and filed with the Central Bank of ireland and

the iSe. the statutory financial statements are required to

be audited by independent auditors who report annually

to the Board on their findings. there is no requirement for

the semi-annual financial statements to be audited.

the Board evaluates and discusses significant accounting

and reporting issues as the need arises.

the convening and conduct of shareholders’ meetings are

governed by the Articles of Association and the Compa-

nies Acts. Although the Directors may convene an extra-

ordinary general meeting of the Company at any time,

the Directors are required to convene an annual general

meeting of the Company within eighteen months of in-

corporation and fifteen months of the date of the pre-

vious annual general meeting thereafter. not less than

twenty one days notice of every annual general meeting

and any meeting convened for the passing of a special

resolution must be given to shareholders.

three shareholders present either in person or by proxy

constitute a quorum at a general meeting. on a show of

hands, every participating shareholder who is present in

person or by proxy shall have one vote and all manage-

ment shareholders who are present in person or by proxy

shall have one vote in respect of all the management



shares. on a poll every shareholder present in person or

by proxy shall be entitled to one vote in respect of each

participating share held by him and one vote in respect of

all of the management shares held by him. the chairman

of a general meeting of the Company or at least five

shareholders present or any shareholder or shareholders

present representing at least one tenth of the shares in

issue having the right to vote at such meeting may de-

mand a poll.

An ordinary resolution of the Company (or of the share-

holders of a particular sub-fund or class of participating

shares) requires a simple majority of the votes cast by the

shareholders voting in person or by proxy at the meeting

at which the resolution is proposed. A special resolution

of the Company (or of the shareholders of a sub-fund or

a particular class of participating shares) requires a major-

ity of not less than 75% of the total number of votes cast

in general meeting in order to pass a special resolution

including a resolution to amend the Articles of Associa-

tion.

unless otherwise determined by an ordinary resolution of

the Company in general meeting, the number of Direc-

tors may not be less than two nor more than twelve. Cur-

rently, the Board of Directors of the Company is composed

of seven Directors, being those listed in these financial

statements. the Directors shall have power at any time

and from time to time to appoint any person to be a Di-

rector, either to fill a casual vacancy or as an addition to

the existing Directors. Any Director so appointed shall

hold office only until the following annual general meet-

ing and shall then be eligible for re-election. the Com-

pany at any general meeting at which a Director retires or

is removed shall fill the vacated office by electing a Direc-

tor unless the Company shall determine to reduce the

number of Directors. Directors are not required to retire

by rotation. Any Director may appoint any person (includ-

ing another Director) to be his alternate Director and may

in like manner at any time terminate such appointment.

Save as otherwise provided in the Articles of Association,

an alternate Director shall be deemed for all purposes to

be a Director, shall alone be responsible for his own acts

and defaults and shall not be deemed to be the agent of

the Director appointing him.

the business of the Company is managed by the Directors

insofar as the Companies Acts or Articles of Association

do not require its approval at a general meeting of the

Company. the Directors are generally and uncondition-

ally authorized to exercise all powers of the Company to

allot relevant securities up to an amount equal to the au-

thorized but as yet unissued share capital of the Compa-

ny. the Directors have the discretion to make distributions

in the form of share repurchase or dividends, provided

that such method of distribution shall apply uniformly to

shareholders. A Director may, and the Secretary on the

request of a Director will, at any time summon a meeting

of the Directors. questions arising at any meeting of the

Directors are determined by a majority of votes. in the

case of an equality of votes, the Chairman has a second or

casting vote. the quorum necessary for the transaction of

business of the Directors may be fixed by the Directors,

and unless so fixed at any other number shall be two.

Company structure

the Company has in issue three participating share classes

(“A”, “B” and “o”) with equal rights and each class is sub-

ject to different management fees and/or performance

fees as described in the prospectus.

in respect of the voting rights of the Company, every par-

ticipating shareholder or holder of management shares

who is present in person or by proxy shall have one vote

on a show of hands and, on a poll, every participating

shareholder present in person or by proxy shall be enti-

tled to one vote in respect of each share held by him,

while holders of management shares shall have one vote

only in respect of all management shares held.

As of 31 December 2012, the percentage of total shares in

issue is 35.8%, 11.6% and 52.6% for the A, B and o class

of shares respectively. the details of any significant inves-

tors in the Company are disclosed in note 11 to the finan-

cial statements.

A transfer of shares will not be recognized if the trans-

feree is not a qualifying investor. in addition, at the dis-

cretion of the Directors, a transfer of shares may not be

recognized or registered if such transfer would result in

the occurrence of certain events as disclosed in the pro-

spectus.



the portfolio at the end of 2012. the top ten investments

represent almost 88.6% of the investment gains while

five investments represent 72.0% of the investment losses

incurred in 2012.

Current year investment gains are mainly focused on 2005

and 2007 vintage investments while 90% of investment

gains arise from investments in the small-mid market

buyout space and the net gains arise predominantly in

the Asia-pacific region.

An decrease in the distributions received from investments

during 2012 allowed the Company to distribute uSD 17.9

million to investors (or 4.8% of subscribed capital) com-

pared to uSD 40.3 million (or 10.8% of subscribed capital)

last year. the Company called uSD 22.4 million (or 6.0%

of subscribed capital) during the year, bringing investors’

contributed capital to 82.6% of their total subscriptions.

the Company has a credit facility with LGt Bank (ireland)

Limited, further details of which are provided in note 10.

the credit facility is used to fund short-term investment

commitments that are subsequently covered by calls re-

ceived from the Company’s investors.

the Directors do not propose to change the current strat-

egy or investment objectives of the Company for the fore-

seeable future.

Risk management objectives and policies

the Company is exposed to a variety of financial risks in-

cluding: market, currency, interest rate, credit and liquid-

ity risks and attributes great importance to professional

risk management. the Company has investment guide-

lines that set out its overall business strategies, its toler-

ance for risk and its general risk management philosophy

and has established processes to monitor and control the

economic impact of these risks. the investment Manager

provides the Company with investment recommenda-

tions that are consistent with the Company’s objectives.

the nature of the Company’s risks and the actions taken

to manage these risks are analyzed in more detail in note

14 to these financial statements.

An amendment to the Company’s Articles of Association,

including the variation of the rights attached to any class

of shares, can only be approved by means of a special

resolution of the shareholders and with the prior consent

of the Central Bank of ireland.

Books of account

the measures taken by the Directors to secure compliance

with the Company’s obligation to keep proper books of

account are the use of appropriate systems and proce-

dures which are carefully implemented by the Adminis-

trator. the books of account are kept at the registered

office of the Company.

Review of business and future developments

the Crown Asia-pacific private equity plc fund started

committing on 13 July 2007. As of 31 December 2012, the

Company has committed a total of uSD 367,436,942 to

both primary investments and secondary transactions. An

overview of the commitments made to date is contained

in the investment Advisor’s report. A summary of the port-

folio of investments is included in these financial state-

ments but a more detailed analysis is available from the

Administrator on request. the Company’s investment ob-

jective is to provide shareholders with attractive long-term

capital appreciation by investing in a diversified portfolio

of primary and secondary partnership investments that

focus on private equity transactions in companies that are

based or have their main business operations in the Asia-

pacific region. the holding of investments, investing ac-

tivities and associated financing undertaken pursuant to

this objective involves certain inherent risks.

During the financial year to 31 December 2012, the Com-

pany generated a profit of uSD 17,907,357 which, in addi-

tion to the net capital distributed in the year, resulted in

net assets of the Company of uSD 317,598,769, compared

to uSD 295,217,812 for the previous year ended 31 Decem-

ber 2011.

the Company’s profits have increased 53% for 2012 up to

uSD 17.9 from uSD 11.7 million in 2011.

the gains are reasonably evenly split between primary

and secondary investments with the latter slightly ahead

but were converging during 2012, this is, despite second-

ary investments representing only 23.6% of the value of



Results and distributions

the results for the year are set out in the statement of

comprehensive income.

Distributions of uSD 9,320,000 and uSD 8,574,400 were

made on 12 April 2012 and 19 november 2012 respec-

tively, by way of a share repurchase.

Events since the year end

Capital contributions in underlying investments since the

year end are disclosed in note 18 to the financial state-

ments.

Directors

the Directors have the power to appoint any person to be

a Director. Any Director so appointed shall hold office

until the next annual general meeting and shall then be

eligible for re-election. Directors are not required to re-

tire by rotation. A Director must, however, be a person

approved for that purpose by the Central Bank of ireland.

the Company is an investment company with variable

capital incorporated under the Companies Acts, 1963 to

2012, and is authorized by the Central Bank of ireland as

a designated investment company. the Directors may

take all measures necessary to the extent permitted by

the Memorandum and Articles of Association, the pro-

spectus and the notices issued by the Central Bank of ire-

land to carry out the Company’s objectives.

At the discretion of the Directors, distributions may be

made in the form of share repurchases or dividends, pro-

vided that such method of distribution shall apply uni-

formly to all shareholders.

the names of the persons who were Directors at any time

during the year ended 31 December 2012 are set out un-

der Directors and other information. All Directors served

for the entire year and their fees and expenses are dis-

closed in note 12.

Directors’ and Secretary’s interests

the Directors and Secretary and their families had no di-

rect interests in the shares of the Company at 31 Decem-

ber 2012. through their participations in co-investment

agreements with LGt Capital invest Limited, certain Di-

rectors have an indirect interest in the shares of the Com-

pany. Certain Directors are or have been Directors of LGt

Capital partners Limited, LGt Capital partners (ireland)

Limited, LGt Bank (ireland) Limited and LGt Fund Manag-

ers (ireland) Limited during the year as follows:

LgT

Cap

ital

Par

tner

s Li

mit

ed

LgT

Cap

ital

Par

tner

s (I

rela

nd

) Li

mit

ed

LgT

Ban

k (I

rela

nd

) Li

mit

ed

LgT

Fun

d M

anag

ers

(Ire

lan

d)

Lim

ited

paul Garvey X X X

André Lagger X X X

Roberto paganoni X X

tycho Sneyers X X

Desmond tobin X X X

no Director had at any time during the year a material

interest in any contract of significance, subsisting during

or at the end of the year, in relation to the business of the

Company.

All Directors are non-executive directors as the manage-

rial functions have been delegated to other entities. Kon-

rad Baechinger will be considered an independent direc-

tor from 1 June 2013.



Independent Auditors

pricewaterhouseCoopers have expressed their willingness

to continue in office in accordance with section 160(2) of

the Companies Act, 1963.

On behalf of the Board

Desmond tobin

paul Garvey

21 February 2013


Custodian’s report | CRown ASiA-pACiFiC pRivAte equity Annual report 2012 15

Report of the Custodian to the Shareholders

we have enquired into the conduct of Crown Asia-pacific

private equity plc (the “Company”) for the year ended

31 December 2012 in our capacity as Custodian to the

Company.

this report including the opinion has been prepared for,

and solely for, the shareholders in the Company as a body,

in accordance with the Central Bank of ireland’s non-

uCitS notice 7, and for no other purpose. we do not, in

giving this opinion, accept or assume responsibility for

any other purpose or to any other person to whom this

report is shown.

Responsibilities of the Custodian

our duties and responsibilities are outlined in the Central

Bank of ireland’s non-uCitS notice 7. one of those duties

is to enquire into the conduct of the Company in each

annual accounting period and report thereon to the

shareholders.

our report shall state whether, in our opinion, the Com-

pany has been managed in that period, in accordance

with the provisions of the Company’s Memorandum and

Articles of Association and the non-uCitS notices. it is the

overall responsibility of the Company to comply with

these provisions. if the Company has not so complied, we

as Custodian must state why this is the case and outline

the steps which we have taken to rectify the situation.

Basis of Custodian opinion

the Custodian conducts such reviews as it, in its reasona-

ble opinion, considers necessary in order to comply with

its duties as outlined in non-uCitS notice 7 and to ensure

that, in all material respects, the Company has been man-

aged: (i) in accordance with the limitations imposed on its

investment and borrowing powers by the provisions of its

constitutional documentation and the appropriate regu-

lations; and (ii) otherwise in accordance with the Com-

pany’s constitutional documentation and the appropriate

regulations.

Opinion

in our opinion, the Company has been managed during

the year, in all material respects:

> in accordance with the limitations imposed on the

investment and borrowing powers of the Company by

the Memorandum and Articles of Association and by

the Central Bank of ireland under the powers granted

to it by the Companies Act, 1990 part Xiii, and the in-

vestment Funds, Companies and Miscellaneous provi-

sions Act, 2005; and

> otherwise in accordance with the provisions of the

Memorandum and Articles of Association, the Com-

panies Act, 1990 part Xiii, and the investment Funds,

Companies and Miscellaneous provisions Act, 2005.

Credit Suisse International, Dublin Branch

Dublin

21 February 2013

Custodian’s report to the members of Crown Asia-Pacific Private Equity plc


we have audited the financial statements of the Compa-

ny for the year ended 31 December 2012 which comprise

the statement of comprehensive income, balance sheet,

statement of changes in equity, the cash flow statement,

the portfolio of investments and the related notes. the

financial reporting framework that has been applied in

their preparation is irish law and international Financial

Reporting Standards (iFRSs) as adopted by the european

union and applied in accordance with the provisions of

the Companies Acts 1963 to 2012.

Respective responsibilities of Directors and Auditors

As explained more fully in the Statement of Directors’ re-

sponsibilities set out on page 9, the directors are respon-

sible for the preparation of the financial statements giv-

ing a true and fair view. our responsibility is to audit and

express an opinion on the financial statements in accord-

ance with irish law and international Standards on Audit-

ing (uK and ireland). those standards require us to com-

ply with the Auditing practices Board’s ethical Standards

for Auditors.

this report, including the opinions, has been prepared for

and only for the Company’s members as a body in accord-

ance with Section 193 of the Companies Act, 1990 and for

no other purpose. we do not, in giving these opinions,

accept or assume responsibility for any other purpose or

to any other person to whom this report is shown or into

whose hands it may come save where expressly agreed by

our prior consent in writing.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts

and disclosures in the financial statements sufficient to

give reasonable assurance that the financial statements

are free from material misstatement, whether caused by

fraud or error. this includes an assessment of: whether

the accounting policies are appropriate to the Company’s

circumstances and have been consistently applied and ad-

independent Auditors’ reportequately disclosed; the reasonableness of significant ac-

counting estimates made by the Directors; and the overall

presentation of the financial statements. in addition, we

read all the financial and non financial information in the

annual report to identify material inconsistencies with

the audited financial statements. if we become aware of

any apparent material misstatements or inconsistencies,

we consider the implications for our report.

Opinion on financial statements

in our opinion:

> the financial statements give a true and fair view,

in accordance with iFRSs as adopted by the european

union, of the state of the Company’s affairs as at 31

December 2012 and of its profit and cash flows for the

year then ended;

> have been properly prepared in accordance with the

requirements of the Companies Acts 1963 to 2012.

Matters on which we are required to report by the Com-

panies Acts 1963 to 2012

> we have obtained all the information and explana-

tions which we consider necessary for the purposes of

our audit.

> in our opinion, proper books of account have been

kept by the Company.

> the financial statements are in agreement with the

books of account.

> in our opinion, the information given in the Directors’

Report is consistent with the financial statements.

Matters on which we are required to report by exception

we have nothing to report in respect of the provisions in

the Companies Acts 1963 to 2012 which require us to re-

port to you if, in our opinion, the disclosures of directors’

remuneration and transactions specified by law are not

made.

to the members of Crown Asia-Pacific Private Equity plc

16 CRown ASiA-pACiFiC pRivAte equity Annual report 2012 | Independent Auditors’ report


Independent Auditors’ report | CRown ASiA-pACiFiC pRivAte equity Annual report 2012 17

Emphasis of matter

without qualifying our opinion, we draw your attention

to the investments stated at fair value through profit or

loss of uSD 319,262,125 in the portfolio of investments.

Because of the inherent uncertainty associated with the

valuation of such investments and the absence of a liquid

market, these carrying values may differ from their realiz-

able values, and the differences could be material.

Fiona de Búrca

for and on behalf of

PricewaterhouseCoopers

Chartered Accountants and Statutory Audit Firm

Dublin

21 February 2013


statement of comprehensive incomeFOR THE YEAR ENDED 31 DECEMBER 2012

Amounts are reported in USD Note 2012 2011

Operating income

– interest income 22,319 221,000

– Dividend income 253,276 2,094,826

– Gains/(losses) on foreign exchange, net 1,779 (66,727)

– net gain on investments at

fair value through profit or loss 3 22,018,613 17,404,344

Total net income 22,295,987 19,653,443

Operating expenses

– investment management and performance fees 5 (103,470) (1,779,322)

– Administration fee 5 (185,891) (175,267)

– Custodian and trustee fees 5 (121,746) (116,070)

– Audit fee 5 (32,215) (42,403)

– partnership expenses 4 (3,671,865) (5,454,428)

– other operating expenses (155,364) (243,916)

Total operating expenses (4,270,551) (7,811,406)

Operating profit 18,025,436 11,842,037

– Finance costs (22,460) (3,748)

Profit before taxation 18,002,976 11,838,289

– withholding tax (95,619) (100,948)

Profit for the year 17,907,357 11,737,341

TOTAL COMPREHENSIVE PROFIT FOR THE YEAR 17,907,357 11,737,341


Desmond tobin

paul Garvey

21 February 2013

the accompanying notes are an integral part of the financial statements.

All amounts arose solely from continuing operations. there are no gains and losses other than those dealt with in the

statement of comprehensive income.

18 CRown ASiA-pACiFiC pRivAte equity Annual report 2012 | Statement of comprehensive income


Balance sheet

NOTE:1) the total equity refers to the net asset value (“nAv”) of the Company.

AS OF 31 DECEMBER 2012

Amounts are reported in USD Note 2012 2011

Assets

Current assets

– Cash and cash equivalents 6 3,338,767 4,809,624

– Accrued income and other receivables 7 12,977 6,938

Total current assets 3,351,744 4,816,562

Non-current assets

– investments at fair value through profit or loss 8 319,262,125 293,233,770

Total non-current assets 319,262,125 293,233,770

TOTAL ASSETS 322,613,869 298,050,332

Equity

Capital and reserves attributable to equity holders

– Share capital 11 228,153,600 223,680,000

– Retained earnings 89,445,169 71,537,812

Total equity1) 317,598,769 295,217,812

Liabilities

Current liabilities

– Accrued expenses and other payables 9 386,856 145,893

– Due to banks 10 3,000,000 –

Total current liabilities 3,386,856 145,893

Non-current liabilities

– Accrued expenses and other payables 9 1,628,244 2,686,627

Total non-current liabilities 1,628,244 2,686,627

TOTAL LIABILITIES 5,015,100 2,832,520

TOTAL EQUITY AND LIABILITIES 322,613,869 298,050,332


NET ASSET VALUE BY SHARE CLASS (“NAV”)

As of 31 December 2012 As of 31 December 2011

Shares issued Total NAV(in USD)

Number of shares in issue

NAV per share(in USD)

Total NAV(in USD)



“A” 107,909,499 769,218.55 140.28 100,413,733 757,400.19 132.58

“B” 34,762,516 249,429.28 139.37 31,939,823 245,536.59 130.08

“o” 174,926,754 1,130,327.46 154.76 162,864,257 1,114,206.99 146.17

Total 317,598,769 2,148,975.29 295,217,812 2,117,143.77

As of 31 December 2010

Shares issued Total NAV(in USD)



“A” 89,122,289 697,745.17 127.73

“B” 28,377,353 225,867.89 125.64

“o” 143,612,829 1,030,714.68 139.33

Total 261,112,471 1,954,327.74

Balance sheet | CRown ASiA-pACiFiC pRivAte equity Annual report 2012 19


Desmond tobin paul Garvey

21 February 2013


statement of changes in equityFOR THE YEAR ENDED 31 DECEMBER 2012

Amounts are reported in USD Share capital

Retained earnings

Total

At 1 January 2011 201,312,000 59,800,471 261,112,471

– total comprehensive profit for the year – 11,737,341 11,737,341

– issue of shares 62,630,400 – 62,630,400

– Repurchase of own shares (40,262,400) – (40,262,400)

Net increase for the year 22,368,000 11,737,341 34,105,341

At 31 December 2011 223,680,000 71,537,812 295,217,812

At 1 January 2012 223,680,000 71,537,812 295,217,812

– total comprehensive profit for the year – 17,907,357 17,907,357

– issue of shares 22,368,000 – 22,368,000

– Repurchase of own shares (17,894,400) – (17,894,400)

Net increase for the year 4,473,600 17,907,357 22,380,957

At 31 December 2012 228,153,600 89,445,169 317,598,769


20 CRown ASiA-pACiFiC pRivAte equity Annual report 2012 | Statement of changes in equity


Cash flow statementFOR THE YEAR ENDED 31 DECEMBER 2012

Amounts are reported in USD 2012 2011

Cash flows from/(used in) operating activities

– purchase of investments (22,126,765) (61,123,033)

– proceeds from return of invested capital in investments 10,294,417 13,453,564

– proceeds from realized gains on investments 7,822,606 11,250,372

– Dividend income 253,276 2,094,826

– withholding tax (95,619) (100,948)

– interest received 22,330 221,047

– operating expenses paid (5,097,296) (7,406,504)

Net cash flows used in operating activities (8,927,051) (41,610,676)

Cash flows from/(used in) financing activities

– interest paid (19,185) (3,957)

– proceeds from bank loans 7,400,000 5,350,000

– Repayments of bank loans (4,400,000) (5,350,000)

– proceeds from issue of shares 9,320,000 24,232,000

– payments for repurchase of own shares (4,846,400) (24,136,290)

Net cash flows from financing activities 7,454,415 (22,636,615)

Net decrease in cash and cash equivalents (1,472,636) (19,246,633)

– Cash and cash equivalents at beginning of year 4,809,624 24,122,984

– exchange gains/(losses) on cash and cash equivalents 1,779 (66,727)

CASH AND CASH EQUIVALENTS AT END OF YEAR 3,338,767 4,809,624


Cash flow statement | CRown ASiA-pACiFiC pRivAte equity Annual report 2012 21


22 CRown ASiA-pACiFiC pRivAte equity Annual report 2012 | Notes to the financial statements

notes to the financial statements1. Summary of significant accounting policies

the principal accounting policies applied in the prepara-

tion of these financial statements are set out below.

these policies have been consistently applied to all the

years presented, unless otherwise stated.

(a) Basis of preparation

the financial statements of the Company have been pre-

pared in accordance with international Financial Report-

ing Standards (“iFRS”) as adopted by the eu, and irish

statute comprising the Companies Acts, 1963 to 2012.

the financial statements have been prepared under the

historical cost convention, as modified by the revaluation

of financial assets and liabilities held at fair value through

profit or loss.

the preparation of financial statements in conformity

with iFRS as adopted by the eu requires the use of ac-

counting estimates. it also requires the Board of Directors

to exercise its judgement in the process of applying the

Company’s accounting policies.

the areas involving a higher degree of judgement or

complexity, or where assumptions and estimates are sig-

nificant to the financial statements are disclosed in note

1(b) and note 2.

Standards and amendments to published standards that

are mandatory for the financial year beginning on or

after 1 January 2012

there are no iFRS or iFRiC interpretations that are effec-

tive for the first time for the financial year beginning on

or after 1 January 2012 that would be expected to have a

material impact on the Company.

Standards and amendments to published standards that

are not yet effective

Certain new standards and amendments to existing

standards have been published that are mandatory for

the Company’s accounting periods beginning on or after

1 January 2013 or later periods but which the Company

has not adopted early. the only standards which may be

relevant to the Company are as follows:

> iFRS 9, “Financial instruments”, issued in December

2009. this addresses the classification and measure-

ment of financial assets and may affect the Company’s

accounting for its financial assets. the standard is

currently not applicable until 1 January 2015 but is

available for early adoption. the Company is yet to

assess iFRS 9’s full impact and intends to adopt iFRS 9

as appropriate.

> iFRS 10, “Consolidated financial statements”, builds on

the existing principles by identifying the concept of

control as the determining factor in whether an entity

should be included within the consolidated financial

statements of the parent company. the standard pro-

vides additional guidance to assist in the determination

of control where this is difficult to assess. the Company

is yet to assess iFRS 10’s full impact and intends to adopt

iFRS 10 no later than the accounting period beginning

on or after 1 January 2013, as appropriate.

> iFRS 12, “Disclosures of interests in other entities”, in-

cludes the disclosure requirements for all forms of in-

terests in other entities, including joint arrangements,

associates, special purpose vehicles and other off

balance sheet vehicles. the Company is yet to assess

iFRS 12’s full impact and intends to adopt iFRS 12 no

later than the accounting period beginning on or after

1 January 2013, as appropriate.

> iFRS 13, “Fair value measurement”, aims to improve

consistency and reduce complexity by providing a pre-

cise definition of fair value and a single source of fair

value measurement and disclosure requirements for

use across iFRSs. the requirements, which are largely

aligned between iFRSs and uS GAAp, do not extend

the use of fair value accounting but provide guidance

on how it should be applied where its use is already

required or permitted by other standards within iFRSs

or uS GAAp. the Company is yet to assess iFRS 13’s full

impact and intends to adopt iFRS 13 as appropriate.

(b) Use of estimates

the preparation of financial statements in conformity

with iFRS requires management to make estimates and as-

sumptions that affect the reported amounts of assets and

liabilities and disclosure of contingent assets and liabilities

at the date of the financial statements and the reported

amounts of revenues and expenses during the reporting

year. the estimates and associated assumptions are based

on historical experience and various other factors that are

believed to be reasonable under the circumstances, the


Notes to the financial statements | CRown ASiA-pACiFiC pRivAte equity Annual report 2012 23

results of which form the basis of making the judgements

about carrying values of assets and liabilities that are not

readily apparent from other sources. Actual results could

differ from these estimates (see note 2 also).

(c) Foreign currency translation

(i) Functional and presentation currency

items included in the Company’s financial statements

are measured using the currency of the primary eco-

nomic environment in which it operates (the “Func-

tional Currency”). this is the uS Dollar, which reflects

the Company’s primary activity of investing in assets

whose base currency is predominantly the uS Dollar.

the Company has adopted the uS Dollar as its presen-

tation currency. Foreign currency assets and liabilities

are translated into uS Dollar at the exchange rates rul-

ing at the balance sheet date.

(ii) transactions and balances

Foreign currency transactions are translated into uS

Dollar using the exchange rates prevailing at the dates

of the transactions. Foreign exchange gains and losses

resulting from the settlement of such transactions and

from the translation at year end exchange rates of as-

sets and liabilities denominated in foreign currencies

are recognized in the statement of comprehensive in-

come. translation differences on non-monetary items,

such as financial assets and liabilities held at fair value

through profit or loss, are reported as part of the fair

value gain or loss.

(d) Cash and cash equivalents

Cash and cash equivalents comprise demand, call and

term deposits with a maturity of three months or less. For

the purpose of the cash flow statement, cash and cash

equivalents comprise all cash, short-term deposits and

other money market instruments, net of short-term over-

drafts, with a maturity of three months or less. Cash and

cash equivalents are recorded at nominal value. Bank

overdrafts, if any, are shown as current liabilities in the

balance sheet.

(e) Due from and due to brokers

Amounts due from and to brokers represent receivables

for securities sold and payables for securities purchased

that have been contracted for but not yet settled or deliv-

ered on the balance sheet date, respectively. Amounts

due from and to brokers are recorded initially at fair val-

ue and subsequently measured at amortized cost using

the effective interest method.

(f) Borrowings

Borrowings are recognized initially at fair value, net of

transaction costs incurred. Borrowings are subsequently

stated at amortized cost; any difference between the pro-

ceeds and the redemption value is recognized in the in-

come statement over the period of the borrowing using

the effective interest method. Borrowings are shown as

current liabilities unless the Company has the uncondi-

tional right to defer settlement for at least 12 months

after the balance sheet date. interest expense is recog-

nized on the basis of the effective interest method and is

included in finance costs.

(g) Financial assets and liabilities at fair value through

profit or loss

the Company, in accordance with iAS 39, classifies its

investments as financial assets and liabilities at fair val-

ue through profit or loss category. the category of fi-

nancial assets and liabilities at fair value through profit

or loss comprises:

> financial instruments held for trading. these include

futures, forward contracts, options and swaps; and

> financial instruments designated at fair value through

profit or loss upon initial recognition. these include

financial assets that are not held for trading purposes

and which may be sold.

Financial assets that are classified as loans and receivables

include balances due from brokers and accounts receiv-

able.

Financial liabilities that are not at fair value through prof-

it or loss include balances due to brokers and accounts

payable.

(i) Recognition and derecognition

the Company recognizes financial assets and financial li-

abilities on the date it becomes a party to the contractual

provisions of the instrument.

Financial assets are derecognized when the rights to re-

ceive cash flows from the investments have expired or the

Company has transferred substantially all risks and re-

wards of ownership.


Financial liabilities are derecognized when they are extin-

guished, that is, when the obligation specified in the con-

tract is discharged, cancelled or expires.

Regular-way purchases and sales of investments are rec-

ognized on the trade date. From this date, any gains and

losses arising from changes in fair value of the financial

assets or financial liabilities are recorded.

(ii) Measurement

Financial instruments are measured initially at fair value.

transaction costs on financial assets and financial liabili-

ties at fair value through profit or loss are expensed im-

mediately.

Subsequent to initial recognition, all instruments classi-

fied at fair value through profit or loss are measured at

fair value with changes in their fair value recognized in

the statement of comprehensive income.

(iii) Fair value measurement principles

Listed securities

the fair values of directly held quoted investments are

generally determined by reference to their quoted mar-

ket prices, defined as the “bid” price for financial assets

and the “ask” price for financial liabilities on the principal

securities exchange or market on which such investments

are traded as of the close of business on the valuation

date, or, in the absence thereof, the last available price

quotation from such exchange or market. the Board of

Directors considers markets to be active when transac-

tions are occurring frequently enough on an ongoing ba-

sis to obtain reliable pricing information on an ongoing

basis. if observed transactions are no longer regularly oc-

curring, or the only observed transactions are distressed/

forced sales, the market would no longer be considered

active. in cases where it is judged that there is no longer

an active market, any transactions that occur may never-

theless provide evidence of current market conditions

which will be considered in estimating a fair value using

the valuation technique as described. Financial instru-

ments are assessed separately when determining if there

is an active market. none of the investments outlined in

the portfolio of investments belong to this category as of

31 December 2012 (2011: nil).

Primary partnership investments

the fair value of financial instruments that are not traded

in an active market are determined by using valuation

techniques. private equity investments for which market

quotations are not readily available are valued at their

fair values by the Board of Directors. private equity valu-

ations are usually generated by the general partners or

manager of the underlying portfolio of investments on a

quarterly basis and are actually received with a delay of at

least one to two months after the quarter end date. As a

result, the year-end net asset value predominantly con-

sists of portfolio valuations provided by the general part-

ners of the underlying partnerships as of 30 September

2012, adjusted for subsequent capital calls and distribu-

tions. if the Board of Directors comes to the conclusion

upon recommendation of the investment Manager after

applying the above-mentioned valuation methods, that

the most recent valuation reported by the manager/ad-

ministrator of a fund investment is materially misstated,

it will make the necessary adjustments using the results of

its own review and analysis. in estimating the fair value of

fund investments, the investment Manager in its valua-

tion recommendation to the Board of Directors considers

all appropriate and applicable factors (including a sensi-

tivity to non-observable market factors) relevant to their

value, including but not limited to the following:

> reference to the fund investment’s reporting informa-

tion including consideration of any time lags between

the date of the latest available reporting and the bal-

ance sheet date of the Company in those situations

where no December valuation of the underlying fund

is available. this includes a detailed analysis of exits

(trade sales, initial public offerings, etc.) which the

fund investments have had in the period between the

latest available reporting and the balance sheet date

of the Company, as well as other relevant valuation

information. this information is a result of continuous

contact with the investment managers and, specifical-

ly, by monitoring calls made to the investment manag-

ers, distribution notices received from the investment

managers in the period between the latest available

report and the balance sheet date of the Company, as

well as the monitoring of other financial information

sources and the assessment thereof;

> reference to recent transaction prices;

> result of operational and environmental assessments:

periodic valuation reviews are made of the valuations

of the underlying investments as reported by the in-




vestment managers to determine if the values are rea-

sonable, accurate and reliable. these reviews include a

fair value estimation using widely recognized valua-

tion methods such as multiples analysis and discounted

cash flow analysis;

> review of management information provided by the

managers/administrators of the fund investments on a

regular basis; and

> mark-to-market valuations for quoted investments

held by the fund investments which make up a signifi-

cant portion of the Company’s net asset value.

All fair valuations may differ significantly from values

that would have been used had ready markets existed,

and the differences could be material. the valuation of

the investments is performed on a regular basis, but at

least quarterly.

Secondary partnership investments

the fair value measurement principles applied to second-

ary investments are the same as those applied to primary

investments with the exception that commitments to sec-

ondary partnership investments are recognized in the

Company’s accounts when the sale and purchase agree-

ment is signed but cost and fair value are not recognized

until such time as the general partners’ consent has been

received and any rights of first refusals have expired.

where a general partner valuation specific to the Com-

pany is not available, a comparable valuation pertaining

to a similar commitment may be used as a representative

of the fair value of the Company’s investment.

(h) Dividends and interest income

Dividend income from financial assets at fair value

through profit or loss is recognized in the statement of

comprehensive income within dividend income when the

Company’s right to receive payments is established. inter-

est from bank, investors and underlying debt securities at

fair value through profit or loss is recognized in the state-

ment of comprehensive income within interest income

based on the effective interest rate.

(i) Withholding tax

the Company currently incurs withholding taxes imposed

by certain countries on investment income and capital

gains. Such income or gains are recorded gross of with-

holding taxes in the statement of comprehensive income.

withholding tax is shown as a separate item in the state-

ment of comprehensive income. withholding tax refunds

are recognized when it is virtually certain that an inflow

of economic benefits will arise.

(j) Payables and accrued expenses

payables and accrued expenses are recognized initially at

fair value and subsequently stated at amortized cost. ex-

penses are recognized in the statement of comprehensive

income on an accruals basis.

(k) Share issues and repurchases

only the Company can instruct the issuance or repurchase

of its shares. the Company issues shares in lieu of capital

calls requested from investors up to the maximum of their

subscribed capital amount.

the Company has the option to purchase shares from its

investors by way of a share repurchase and the share cap-

ital is reduced on the distribution date accordingly. Share

repurchases can be instructed by the Company by way of

distributing proceeds received from its investments, once

all outstanding obligations and expenses of the Company

have been provided for, in accordance with the Compa-

ny’s distribution policy. the Company shall not unreason-

ably delay the distribution of liquidity available from the

realization proceeds from portfolio investments, to share-

holders.

(l) Segment reporting

operating segments are reported in a manner consistent

with the internal reporting used by the chief operating

decision-maker. the chief operating decision-maker, who is

responsible for allocating resources and assessing perfor-

mance of the operating segments, has been identified as

the investment Manager.

the sole reportable operating segment of the Company is

investing in private equity investments. Asset allocation is

based on a single, integrated investment strategy and the

Company’s performance is evaluated on an overall basis.

there were no changes in the reportable segments during

2012 or 2011.

2. Critical accounting estimates and judgements

the Company makes estimates and assumptions concern-

ing the future. the resulting accounting estimates will, by

definition, seldom equal the related actual results. the


estimates and assumptions that have a significant risk of

causing a material adjustment to the carrying amounts of

assets within the next financial year are:

Functional currency estimate

the Board of Directors considers the uS Dollar to be the cur-

rency that most faithfully represents the economic effect of

the underlying transactions, events and conditions. the uS

Dollar is the currency in which management measures its

performance and reports its results.

Fair value of non-quoted investments

the Board of Directors uses its judgement to select a variety

of methods and makes assumptions that are not always

supported by observable market prices or rates. the use of

valuation techniques requires them to make estimates.

Changes in assumptions could affect the reported fair value

of these investments.

‘’the majority of the Company’s investments use either u.S.

GAAp or utilize a combination of iFRS and international pri-

vate equity and venture Capital (“ipevC”) valuation guide-

lines to value their underlying investments. the predomi-

nant methodology adopted by the general partners for the

buyout investments in CApe is a market approach which

takes market multiples using a specified financial measure

(e.g. eBiDtA), recent public market and private transactions

and other available measures for valuing comparable com-

panies. As at 31 December, the fair values for unquoted

investments for which the Board of Directors made valua-

tion adjustments is as follows:

2012 USD

2011 USD

Fair value of investments held at

fair value through profit or loss

whose valuations were adjusted 196,765,426 136,679,632

% of total fair value of investments

held at fair value through profit or

loss 62% 47%

if the valuation adjustments had not been made, this would

have decreased shareholders’ equity by uSD 1,375,338

(31 December 2011: increased by uSD 6,954,964).

the valuation adjustments relate primarily to updating the

value of listed securities held by the private equity invest-

ments for year-end valuations and events subsequent to

the last capital account valuation statement received but

based upon information provided by the general partner.

3. Net gain on investments at fair value through

profit or loss

2012 USD

2011 USD

net realized gain 7,826,318 11,422,621

Loss on foreign currency exchange (3,712) (172,248)

net movement in unrealized gain 14,196,007 6,153,971

Net gain on investment at fair value through profit or loss 22,018,613 17,404,344

4. Partnership expenses

2012USD

2011USD

Management fees 3,393,243 4,011,148

other partnership expenses 278,622 1,443,280

3,671,865 5,454,428

the Company will generally invest in limited partnerships.

the manager of these partnerships, referred to as the

general partner, usually charges a fee and costs related to

the investment selection, monitoring and administrative

processes, among others. these fees may typically vary

between 1% and 2.5% of either net asset value or com-

mitments of such partnerships.

5. Other expenses

the Administrator is paid a fee, which includes administra-

tion and transfer agency services, quarterly in advance at

the annual rate of 0.06% of the Company’s net asset value

but subject to a minimum fee of euR 60,000 per annum.

Custodian and trustee fees are accrued and paid monthly

in arrears at an annual rate of 0.02% each of the Compa-

ny’s net asset value, with the former capped at uSD 60,000

per annum.

the investment Manager is paid an annual fee calculated

as a percentage of the subscribed capital of the Company,

class A and class B shares are charged 0.75% and 1.00% per

annum from years 1–5. each year thereafter, class A and

class B are charged 0.60% and 0.75% per annum of net

asset value, respectively. For class o shares, no manage-

ment fee shall be payable. the investment Manager’s fee is

paid quarterly in advance.

the investment Manager is also entitled to a performance

fee that is accrued based on a percentage of the gain in the

Company’s value over the year, but only if it exceeds net




contributed capital plus an 8% compounded rate of return

(the “Hurdle”). no performance fee is payable for class

o shares. the performance fee also depends on the type

of investment, 5.0% (in the case of primary partnership in-

vestments) and 10.0% (in the case of Secondary partner-

ship investments), on which the gain has arisen and will

only be payable when the contributed capital and the

Hurdle have been distributed back to the investors. there

was a performance fee accrual of uSD 1,628,244 as of

31 December 2012 (31 December 2011: uSD 2,686,627).

Audit fees disclosed in the financial statements relate

wholly to the Company’s statutory audit. there are no

other fees paid to pricewaterhouseCoopers.

6. Cash and cash equivalents

2012USD

2011USD

Cash at bank 838,767 809,624

Fixed-term deposit 2,500,000 4,000,000

3,338,767 4,809,624

the cash at bank balance is held with Credit Suisse inter-

national, Dublin Branch. there are two fixed-term depos-

its held with Credit Suisse international, Dublin Branch.

one for uSD 1,500,000 for the four-day period to 4 Janu-

ary 2013 at a rate of 0.10% and a second for uSD 1,000,000

for the 7-day period to 4 January 2013 at a rate of 0.10%.

in 2011, the cash at bank balance was held with Credit

Suisse international, Dublin Branch. the fixed-term de-

posit of uSD 4,000,000 was held with Credit Suisse inter-

national, Dublin Branch, for the four-day period to 3

January 2012 at a rate of 0.20%.

7. Accrued income and other receivables

2012 USD

2011USD

Bank interest receivable 33 44

other receivables and

prepaid expenses 12,944 6,894

12,977 6,938

All amounts included above fall due within one year.

8. Investments at fair value through profit or loss

As of 31 December 2012, Crown Asia-pacific private equity

plc had subscribed interests in 37 funds (mainly limited

partnerships). the total committed capital amounted to

uSD 367,436,942 of which uSD 293,263,206 has been con-

tributed to date. the details of these funds are shown in

the portfolio of investments together with an outline of

the Company’s commitments to the funds. the commit-

ments to these private equity partnerships will be funded

by contributions from the Company’s investors.

iFRS 7 “Financial instruments: Disclosures” requires the

Company to classify fair value measurements using a fair

value hierarchy that reflects the significance of the inputs

used in making the fair value measurements. the hierar-

chy has the following levels:

> Level 1 – quoted prices (unadjusted) in active markets

for identical assets or liabilities;

> Level 2 – inputs other than quoted prices included

within Level 1 that are observable for the asset or lia-

bility, either directly (i.e. as prices) or indirectly (i.e.

derived from prices); and

> Level 3 – inputs for the asset or liability that are not

based on observable market data (unobservable in-

puts).

the level in the fair value hierarchy within which the fair

value measurement is categorized in its entirety is deter-

mined on the basis of the lowest level input that is sig-

nificant to the fair value measurement in its entirety. For

this purpose, the significance of an input is assessed

against the fair value measurement in its entirety. if a fair

value measurement uses observable inputs that require

significant adjustment based on unobservable inputs,

that measurement is a Level 3 measurement. Assessing

the significance of a particular input to the fair value

measurement in its entirety requires judgement, consid-

ering factors specific to the asset or liability.

the determination of what constitutes “observable” re-

quires significant judgement by the Board of Directors.

the Board of Directors considers observable data to be

that market data that is readily available, regularly dis-

tributed or updated, reliable and verifiable, not proprie-

tary, and provided by independent sources that are ac-

tively involved in the relevant market.

investments whose values are based on quoted market

prices in active markets, and therefore classified within

Level 1, include active listed equities. the Company does

not adjust the quoted price for these instruments. the

Company does not hold any listed securities.


Financial instruments that trade in markets that are not

considered to be active but are valued based on quoted

market prices, dealer quotations or alternative pricing

sources supported by observable inputs are classified

within Level 2. the Company currently has no instruments

classified as Level 2.

instruments classified within Level 3 have significant

unobservable inputs, as they trade infrequently. Level 3

instruments include private equity investments for which

observable prices are not available. the Company values

these investments as described in note 1(g) of the finan-

cial statements. All the Company’s investments at 31 De-

cember 2012 and 31 December 2011 are considered Level

3 investments.

During the years ended 31 December 2012 and 31 Decem-

ber 2011, there were no transfers between the three lev-

els of financials assets.

the following table represents the roll forward valuation

of Level 3 instruments at 31 December 2012 and 31 De-

cember 2011:

Investments at fair value through profit or loss

2012USD

2011USD

Valuation at 1 January 293,233,770 238,881,118

Additions 22,126,765 61,123,033

Disposals (18,117,023) (24,174,725)

Realized gains 7,822,606 11,250,373

unrealized gains 47,295,948 59,564,256

unrealized losses (33,099,941) (53,410,285)

Valuation at 31 December 319,262,125 293,233,770

Change in unrealized gains or loss-

es for Level 3 assets held at year

end and included in other net

changes in fair value on financial

assets and financial liabilities at

fair value through profit or loss 14,196,007 6,153,971

total unrealized gains or losses in the above table are in-

cluded in the statement of comprehensive income under

net gain on investments at fair value through profit or

loss.

in the absence of reliable market indicators, discernible

market trends or benchmarks, the Directors have evalu-

ated that 5% is a reasonable possible change on a strat-

egy by strategy basis. the strategies and percentage of

fair value include venture capital 18.2% (2011: 18.8%),

growth capital 27.3% (2011: 26.9%), small/mid-size buy-

out 48.5% (2011: 48.5%) and large buyout 6.0% (2011:

5.8%). interest rate, foreign currency and other price risks

represent the market risks to which such partnerships are

directly exposed.

9. Accrued expenses and other payables

Due within one year2012USD

2011USD

investment management fee 225,626 –

Administration fee 48,090 44,249

Custodian and trustee fees 20,608 19,938

Audit fee 34,800 37,048

Commitment fee 7,667 3,833

trade creditors and accruals 46,790 40,825

interest payable on bank loan 3,275 –

386,856 145,893

Due after one year

performance fee 1,628,244 2,686,627

1,628,244 2,686,627

A performance fee provision of uSD 1,628,244 was ac-

crued at the year end (31 December 2011: uSD 2,686,627)

as the net assets exceeded the net capital contributed by

investors to date, together with an 8% compound annual

rate of return on their contributed capital. the perfor-

mance fee will not be paid to the investment Manager

until such time as each investor has received an amount

equal to its contributed capital plus the compounded 8%

rate of return on such net contributed capital.

10. Due to banks

2012 USD

2011USD

Short-term bank loan 3,000,000 –

3,000,000 –

the short-term bank loans of uSD 3,000,000 are held with

LGt Bank (ireland) Limited, euR 2,500,000 for the three-

week period and euR 500,000 for the two-week period to

7 January 2013 at the rate of 2.875%.

the loan facility is secured against a charge over all pre-

sent assets of the Company.

11. Share capital

Authorized

the authorized share capital of the Company is divided

into three management shares of uSD 1 each and

500,000,000 participating shares of no par value.




Management shares

Management shares issued by the Company amount to

uSD 3, being three management shares of uSD 1 each,

fully paid.

the management shares do not form part of the net asset

value of the Company and are thus disclosed in the finan-

cial statements by way of this note only. in the opinion of

the Board of Directors, this disclosure reflects the nature

of the Company’s business as an investment fund.

Participating shares

the issued participating share capital is at all times equal

to the net asset value of the Company. the participating

shares are in substance equity shares. Shares are issued

and redeemed in lieu of capital calls and distributions

made by the Company which in turn are limited by inves-

tors’ total subscribed capital and the Company’s distribu-

tion policy, respectively.

the voting rights of the participating shareholders are as

outlined in the Directors’ report and all share classes are

equal in respect of their voting rights. the issue and re-

demption of shares in the Company are determined by

the capital calls and distributions as declared by the Com-

pany in accordance with the provisions of the prospectus.

As this is a closed-ended fund, the investors can’t request

a issuance or redemption of shares. the Company has the

option to purchase shares from investors by way of a

share repurchase as part of its distribution policy.

Significant investors

Five investors held ten per cent or more of the share cap-

ital of the Company at the year end.

Significant investors 31 December 2012

Shares held

% of issuedshare capital

investor reference CApe014 292,164.72 13.6





Significant investors 31 December 2011

Shares held

% of issuedshare capital






12. Related party disclosures

parties are considered to be related if one party has the

ability to control the other party or exercise considerable

influence over the other party in making financial or oper-

ating decisions. in the opinion of the Board of Directors, the

parties referred to in the schedule accompanying this note

are related parties under iAS 24 “Related party Disclosures”.

Directors fees of uSD 1,392 are charged in respect of Kon-

rad Baechinger’s services for 2012 (2011: uSD 801). Legal

fees are centralized through an LGt entity which is then

reimbursed for costs incurred which amounted to nil for

the year end 31 December 2012 (2011: uSD 72,729).

As of 29 May 2009, the Company had a credit facility with

LGt Bank (ireland) Limited for the lower of uSD 7,500,000

or 25% of the nAv, effective to 31 July 2012 (the “Final

Maturity Date”). the loan is secured against the assets of

the Company. on 22 December 2011, the terms of the

credit facility were amended to increase the margin from

1.2% to 1.5% and the commitment fee from 20 to 25 ba-

sis points and the maturity was extended to 31 December

2014 (the “Final Maturity Date”). on the 28 August 2012,

the terms were again amended to increase the margin

from 1.5% to 2.25% and the commitment fee from 25 to

40 basis points.

the facility was used for 179 days during the year. the

average usage over these days was uSD 2.1 million with

borrowing rates ranging from 1.8125% to 2.875%. the

facility was used for 42 days during 2011. the average

usage over these days was uSD 1.35 million with borrow-

ing rates ranging between 1.575% and 1.6375%.

Share capital movements

Number of shares in issue Share class as of 31 December 2012 Share class as of 31 December 2011

“A” “B” “O” “A” “B” “O”

At beginning of year 757,400.19 245,536.59 1,114,206.99 697,745.17 225,867.89 1,030,714.68

issued 58,300.98 19,275.05 81,097.75 166,569.33 54,918.02 233,126.64

Redeemed (46,482.62) (15,382.36) (64,977.28) (106,914.31) (35,249.32) (149,634.33)

At end of year 769,218.55 249,429.28 1,130,327.46 757,400.19 245,536.59 1,114,206.99


the Company has placed deposits with LGt Bank (ireland)

Limited for 55 days during the year. the average principal

amount over these days was uSD 0.3 million with deposit

rates ranging between 0.14% and 0.16%. there were no

deposits placed with LGt Bank (ireland) Limited during

2011.

As referred to in the Director’s report, board members

may have an indirect interest through a co-investment

program in the Company and while an alignment of in-

terests is common practice in the private equity industry

these holdings are not material and would represent less

than one per cent of the shares in issue in the Company

(2011: less than one per cent).

Directors of this Company are also Directors of or con-

nected with shareholders invested in the Company. these

shareholders have transacted on an equal basis as all

other shareholders within the same class and they repre-

sent 34.2% (2011: 34.2%) of the shareholdings in the

Company. these shareholders represented 34.9% (2011:

33.3%) of capital issued during the year and 34.9% (2011:

33.3%) of the distributions made during the year by way

of share repurchase. the three shareholders, representing

a 34.2% (2011: 34.2%) holding in the Company, having

shareholdings in excess of 10% and are included as sig-

nificant shareholders in note 11.

Schedule of related party transactions

Related party/ Relationship/ Agreement(s)/ Direct/indirect

Terms and conditions

Transaction type 2012USD

2011USD

LGt Capital partners (ireland) Limited/Common directorships/ investment management agreement/Direct

note 5 investment management fee 1,161,852 1,401,750

note 5/9 investment management fee payable 225,626 –

note 5 investment performance fee (1,058,382) 377,572

note 5/9 investment performance fee – payable 1,628,244 2,686,627

LGt Fund Managers (ireland) Limited/Common directorships/ Administration agreement/ Direct

note 5 Administration and transfer agency fee 185,891 175,267

note 5/9 Administration and transfer agency fee payable 48,090 44,249

note 7 other receivables – vAt recoverable 12,944 6,893

LGt Bank (ireland) Limited/ Common directorships/ Loan and paying agency agreement Direct

note 10 Due to banks 3,000,000 –

note 12 interest income 1,176 –

note 12 Finance costs – interest charges 22,460 3,748

note 12 other operating expenses – commitment fees 22,875 15,208

note 12 other operating expenses – commitment fees payable 7,667 3,833

euR 1,000 p.a. other operating expenses – paying agency fees 1,000 –

euR 1,000 p.a. other operating expenses – paying agency fees payable 1,000 –




13. Exchange rates

the financial statements are prepared in uS Dollar. the

following exchange rates have been used to translate

assets and liabilities in other currencies to uS Dollar:

At 31 December 2012

At 31 December 2011

AUD 0.9630 0.9757

CHF 0.9147 0.9355

EUR 0.7580 0.7699

JPY 86.5396 76.9503

14. Financial risk management

the Company’s investment objective is to maximize the

long-term returns to shareholders by investing in a diversi-

fied private equity portfolio consisting of growth capital

funds, buyout funds and venture capital funds mainly fo-

cused on the Asia-pacific region. the holding of invest-

ments, investing activities and associated financing under-

taken pursuant to this objective involves certain inherent

risks. the inherent risks can also be affected by the concen-

tration of elements within the different risk categories.

where significant concentration risks exist, they will be

separately identified within the specific risk categories

outlined in the note. the charts outlined in the investment

Advisor’s report shows geographical and industry-based

concentration levels. Below is a description of the princi-

pal risks inherent in the Company’s activities along with

the actions it has taken to manage these risks.

the Company’s assets and liabilities comprise financial

instruments which include:

> private equity investments: these are held in accord-

ance with the Company’s investment objective and

policies; and

> cash, liquid resources and short-term debtors and credi-

tors that arise directly from its investment activities.

the main risks arising from the Company and Group’s

financial instruments are market price (including other

price risks), foreign currency, interest rate, credit and

liquidity risks. other price risk relates to the risk that the

fair value or future cash flows of a financial instrument

will fluctuate because of changes in market prices (other

than those arising from interest rate risk or currency risk).

the Board of Directors reviews and agrees policies for

managing each of these risks and they are summarized

below:

(a) Market price risk

the investments held in the portfolio may be realized

only after several years and their fair values may change

significantly over time. the investment Manager provides

the Company with investment recommendations that are

consistent with the Company’s objectives. the investment

Manager’s recommendations are reviewed by its Board

of Directors before the investment decisions are imple-

mented.

the investment objective is to provide investors with ac-

cess to a well-diversified private equity portfolio investing

in a range of growth capital funds, buyout funds and ven-

ture capital funds mainly focused on the Asia-pacific re-

gion. these funds and their respective investment manag-

ers are selected on qualitative research criteria including:

(i) past performance in relation to investment style, ex-

pected returns, benchmarks and degree of risk; (ii) busi-

ness structure and team organization of the investment

manager; (iii) fit of the investment manager/investment

vehicle into the overall portfolio; (iv) amount under man-

agement and commitment of the principals of the invest-

ment manager; and (v) cost structure.

At 31 December 2012, the Company’s market risk is af-

fected by three main components: (i) changes in actual

market prices; (ii) interest rate risk; (iii) foreign currency

movements and; (iv) other price risks. Foreign currency

risk and liquidity risk are covered in notes 14(b) and 14(e),

respectively.

if the value of the investments (based on year-end values)

had increased or decreased by 5% with all other variables

held constant, the impact on the statement of compre-

hensive income would have been uSD 15,963,106 (2011:

uSD 14,661,689). the Directors have deemed the 5% as a

reasonable representation of a variable differential in the

value of investments.

the Company is generally exposed to a variety of market

risk factors, which may vary significantly over time and

measurement of such exposure at any given point in time

may be difficult given the flexibility, complexity and lim-

ited transparency of the underlying investments. there-

fore, a sensitivity analysis is deemed of limited explana-

tory value or may be misleading.


assets. impairment provisions are provided for losses that

have been incurred by the balance sheet date, if any.

there were no impairment provisions in the current year.

the Company’s main credit risk concentration is from

amounts held at counterparty banks and from the private

equity investments in which the Company is invested. the

Company seeks to mitigate its exposure to credit risk by

conducting its contractual transactions with institutions

which are reputable and well established.

in accordance with the Company’s policy, the investment

Manager monitors the Company’s credit position on a

monthly basis and the Board of Directors reviews it on a

regular basis.

the cash at bank balance is unsecured and is held with

Credit Suisse international, Dublin Branch, the only rated

counterparty credit risk (A+/A-1). the credit rating of the

Custodian as at 31 December 2012 was A+/A-1 (2011: A+/

A-1). (the credit rating of LGt Bank (ireland) Limited as at

31 December 2012 was A-1/A+ (2011: A-1/A+) (source:

Standard & poor’s).

(e) Liquidity risk

the Company may have an inability to raise additional

funds or to use credit lines, if any, to satisfy the commit-

ments to the various private equity investments. in a

private equity partnership investment, a commitment is

typically given to a newly established private equity part-

nership. in the ensuing three to six years, the partnership

draws down the available funds as and when attractive

investment opportunities become available. As a general

rule, the partnership already begins to realize sharehold-

ing interests before all the capital has been invested. this

means that the funds made available by the investor are

not expected to be 100% invested in the private equity

partnership. Historically, the average exposure ranges

from 60% to 70%.

in the event of liquidity shortfall, the Company has access

to credit facilities and uncalled commitments which have

default provisions, if needed, provided for in the prospec-

tus. the Company can hold back making distributions to

ensure its ability to meet current and future obligations.

the liquidity position owing to shareholders at the bal-

ance sheet date is represented by the assets minus liabili-

ties of the Company.

(b) Foreign currency risk

A significant portion of the net assets of the Company are

denominated in currencies other than the uS Dollar

(which is the Company’s functional currency), with the

effect that the balance sheet and total return can be sig-

nificantly affected by currency movements.

table 1 sets out the Company’s direct exposure to foreign

currency risk, none of which was hedged by the Company

at the end of the year.

in accordance with the Company’s policy, the investment

Manager monitors the Company’s currency position on a


regular basis.

For the purpose of determining risk disclosures, in accord-

ance with iFRS 7, currency risk is not considered to arise

from financial instruments that are non-monetary items

(e.g. equity investments).

if the exchange rates (based on year-end values) had in-

creased or decreased by an equivalent percentage move-

ment as occurred in 2012, then with all other variables

held constant, the impact on the statement of compre-

hensive income would have been uSD 558,714 (2011: uSD

246,902).

(c) interest rate risk

the Company invests in the desired currencies at both

fixed and floating rates of interest. the interest rate risk

is that the fair value of cash and cash equivalents and

loans payable will fluctuate with the changes in the mar-

ket rates. the influence of changes in the market rates of

interest is not expected to be significant.

the Company’s financial assets and liabilities, which are

set out in table 2 are, with the exception of cash and cash

equivalents and loans, primarily non-interest bearing and

are therefore not subject to significant amounts of risk

due to fluctuations in the interest rates.

(d) Credit risk

the Company takes on exposure to credit risk, which is

the risk that a counterparty will be unable to pay amounts

in full when due. this risk applies to the assets of the Com-

pany all of which are unsecured. the counterparty risk

exposure is equivalent to the total value of the Company’s



CRown ASiA-pACiFiC pRivAte equity Annual report 2012 33

As mentioned in the Directors’ report, the Company has

access to a credit facility, the lower of uSD 7,500,000 and

25% of the Company’s net asset value, with LGt Bank (ire-

land) Limited. the Company also has a cash at bank posi-

tion at 31 December 2012 of uSD 3,338,767 (31 December

2011: uSD 4,809,624). the amounts outstanding on the

total committed capital of the investments as at 31 De-

cember 2012 are uSD 54,173,549 (31 December 2011: uSD

79,357,395), which are callable at anytime. these amounts

are off balance sheet and will be called up over the life of

the investments.

table 3 analyzes the Company’s financial assets and liabil-

ities based on the remaining period at the balance sheet

date to the contractual maturity date. the amounts in

table 3 are the contractual undiscounted cash flows. Bal-

ances due within twelve months equal their carrying bal-

ances, as the impact of discounting is not significant. in

accordance with the Company’s policy, the investment

Manager monitors the Company’s liquidity position on a


regular basis.

(f) Capital risk management

the capital of the Company is represented by the net as-

sets attributable to the holders of participating shares.

the Company’s objective when managing the capital is

to safeguard the ability to continue as a going concern

in order to provide returns for holders of participating

shares and benefits for other stakeholders and to main-

tain a strong capital base to support the development of

the investment activities of the Company. the investment

Manager and administrator monitor capital on the basis

of the value of net assets attributable to holders of par-

ticipating shares, and the position is reviewed by the

Board periodically. the capital management of the Com-

pany is controlled by the investment Manager with the

main risk relating to an investor default. the main provi-

sions for dealing with a default allow the Company to

conditionally take ownership of a defaulting investor’s

holding with a view to sourcing a buyer and the imposi-

tion of a 50% penalty on the sales proceeds.

15. Taxation

under current law and practice, the Company qualifies

as an investment undertaking as defined in Section 739B

of the taxes Consolidation Act, 1997, as amended (the

“tCA”). on that basis, it is not chargeable to irish tax on

its income or gains.

However, irish tax may arise on the occurrence of a

“chargeable event”. A chargeable event includes any dis-

tribution payments to shareholders or any encashment,

redemption, transfer or cancellation of shares and any

deemed disposal of shares for irish tax purposes arising as

a result of holding shares in the Company for a period of

eight years or more.

no irish tax will arise in respect of chargeable events in

respect of a shareholder who is an exempt irish investor

(as defined in Section 739D of the tCA) or who is neither

irish resident nor ordinarily resident in ireland for tax pur-

poses at the time of the chargeable event, provided, in

each case, that an appropriate valid declaration in accord-

ance with Schedule 2B of the tCA is held by the Company

or where the Company has been authorized by irish Rev-

enue to make gross payments in absence of appropriate

declarations.

Distributions, interest and capital gains (if any) received

on investments made by the Company may be subject to

withholding taxes imposed by the country of origin and

such taxes may not be recoverable by the Company or its

shareholders.


Table 1: currency exposureAmounts are reported in USD

At 31 December 2012 USD EUR JPY CHF AUD Total

Assets

Current assets

Cash and cash equivalents 3,381,943 – (43,176) – – 3,338,767

Accrued income and other receivables 33 12,944 – – – 12,977

Total current assets 3,381,976 12,944 (43,176) – – 3,351,744

Non-current assets

investments at fair value through profit or loss 311,543,200 – 4,813,307 – 2,905,618 319,262,125

Total non-current assets 311,543,200 – 4,813,307 – 2,905,618 319,262,125

Total assets 314,925,176 12,944 4,770,131 – 2,905,618 322,613,869

Liabilities

Current liabilities

Accrued expenses and other payables 258,175 83,366 – 45,315 – 386,856

Due to banks 3,000,000 – – – – 3,000,000

Total current liabilities 3,258,175 83,366 – 45,315 – 3,386,856


Accrued expenses and other payables 1,628,244 – – – – 1,628,244

Total non-current liabilities 1,628,244 – – – – 1,628,244

Total liabilities 4,886,419 83,366 – 45,315 – 5,015,100

At 31 December 2011 USD EUR JPY CHF AUD Total

Assets

Current assets

Cash and cash equivalents 4,809,624 – – – – 4,809,624

Accrued income and other receivables 45 6,893 – – – 6,938

Total current assets 4,809,669 6,893 – – – 4,816,562

Non-current assets

investments at fair value through profit or loss 285,422,116 – 4,745,736 – 3,065,918 293,233,770

Total non-current assets 285,422,116 – 4,745,736 – 3,065,918 293,233,770

Total assets 290,231,785 6,893 4,745,736 – 3,065,918 298,050,332

Liabilities

Current liabilities

Accrued expenses and other payables 23,771 83,632 – 38,490 – 145,893

Total current liabilities 23,771 83,632 – 38,490 – 145,893


Accrued expenses and other payables 2,686,627 – – – – 2,686,627

Total non-current liabilities 2,686,627 – – – – 2,686,627

Total liabilities 2,710,398 83,632 – 38,490 – 2,832,520




Table 2: interest rate exposureAmounts are reported in USD

At 31 December 2012 Less than 1 month

3–6 months Non-interest bearing

Total

Assets

Current assets

Cash and cash equivalents 3,338,767 – – 3,338,767

Accrued income and other receivables 12,977 – – 12,977

Total current assets 3,351,744 – – 3,351,744

Non-current assets

investments at fair value through profit or loss – – 319,262,125 319,262,125

Total non-current assets – – 319,262,125 319,262,125

Total assets 3,351,744 – 319,262,125 322,613,869

Liabilities

Current liabilities

Accrued expenses and other payables – 7,667 379,189 386,856

Due to banks 3,000,000 – – 3,000,000

Total current liabilities 3,000,000 7,667 379,189 3,386,856


Accrued income and other receivables – – 1,628,244 1,628,244

Total non-current liabilities – – 1,628,244 1,628,244

Total liabilities 3,379,189 7,667 1,628,244 5,015,100


3–6 months Non-interest bearing

Total

Assets

Current assets

Cash and cash equivalents 4,809,624 – 4,809,624

Accrued income and other receivables – 6,938 6,938

Total current assets 4,809,624 6,938 4,816,562

Non-current assets

investments at fair value through profit or loss – 293,233,770 293,233,770

Total non-current assets – 293,233,770 293,233,770

Total assets 4,809,624 293,240,708 298,050,332

Liabilities

Current liabilities

Accrued expenses and other payables – 145,893 145,893

Total current liabilities – 145,893 145,893


Accrued income and other receivables – 2,686,627 2,686,627

Total non-current liabilities – 2,686,627 2,686,627

Total liabilities – 2,832,520 2,832,520



Table 3: liquidity exposureAmounts are reported in USD


3–6 months No stated maturity

Total

Assets

Current assets




Non-current assets



Total assets 3,351,744 – 319,262,125 322,613,869

Liabilities

Current liabilities

Accrued expenses and other payables 379,189 7,667 – 386,856

Due to banks 3,000,000 – – 3,000,000

Total current liabilities 3,379,189 7,667 – 3,386,856


Accrued expenses and other payables – – 1,628,244 1,628,244


Total liabilities 3,379,189 7,667 1,628,244 5,015,100


3–6 months No stated maturity

Total

Assets

Current assets




Non-current assets



Total assets 4,816,562 – 293,233,770 298,050,332

Liabilities

Current liabilities

Accrued expenses and other payables 64,187 81,706 – 145,893

Total current liabilities 64,187 81,706 – 145,893


Accrued expenses and other payables – – 2,686,627 2,686,627


Total liabilities 64,187 81,706 2,686,627 2,832,520



16. Earnings per share

Basic earnings per share is calculated by dividing the

profit/(loss) for the year by the weighted average number

of participating shares each year.

2012: share class “A” “B” “O”

profit for the year

(uSD) 5,929,767 2,315,093 9,662,497

weighted average

number of shares

in issue 773,495.06 250,853.62 1,136,504.87

earnings per share –

basic and diluted 7.67 9.23 8.50


profit for the year

(uSD) 3,461,442 1,024,469 7,251,430

weighted average

number of shares

in issue 732,670.42 237,383.13 1,079,609.65




profit for the year

(uSD) 11,526,000 3,667,210 21,837,531

weighted average

number of shares

in issue 591,500.92 168,173.53 933,214.63



the Company has not issued any shares or other instru-

ments that are considered to have a dilutive potential.

17. Soft commission arrangements

there were no soft commission arrangements affecting

the Company during the years ended 31 December 2012

and 31 December 2011.

18. Events since the year end

As of 21 February 2013, the Company has contributed the

following capital to existing private equity partnership

investments:

Partnership USD

p10 2,250,000

p12 1,525,652

p5 789,000

p18 420,000

p15 62,812

S7-1 29,844

p21 11,238

S2-1 3,003

Total 5,091,549

19. Approval of financial statements

the Directors approved the audited financial statements

on 21 February 2013.


38 CRown ASiA-pACiFiC pRivAte equity Annual report 2012 | Portfolio of investments

Portfolio of investments

NOTES:1) investments have been assigned an alphanumeric code for reasons of confidentiality. 2) A complete statement of portfolio changes is available to shareholders from the registered office of the Company free of charge.3) the notes to the accounts are an integral part of the financial statements.

FOR THE YEAR ENDED 31 DECEMBER 20121), 2), 3)

Partner-ship

currency

Capitalcommit-

ments:partnership

currency

Capitalcommit-

ments:USD

2012Fair

value (USD)

2012Percent-

age oftotal

equity(%)

2011Fair

value (USD)

2011Percent-

age oftotal

equity(%)

Primary investments

Vintage year 2007

p1 uSD 15,000,000 15,000,000 15,882,371 5.0 15,227,825 5.2

p10 uSD 20,000,000 20,000,000 17,526,913 5.5 19,475,015 6.6

p2 Jpy 1,279,000,000 14,779,357 4,813,307 1.5 4,745,736 9.3

p3 uSD 20,000,000 20,000,000 16,908,306 5.3 16,841,488 5.7

p4 uSD 20,000,000 20,000,000 28,558,036 9.0 27,476,973 9.3

p5 uSD 15,000,000 15,000,000 15,757,442 5.0 14,170,396 4.8

p6 uSD 10,000,000 10,000,000 7,907,760 2.5 6,991,700 2.4

p7 uSD 20,000,000 20,000,000 14,622,632 4.6 13,606,495 4.6

p8 uSD 19,000,000 19,000,000 12,831,472 4.0 7,702,159 2.6

p9 uSD 5,000,000 5,000,000 6,687,691 2.1 5,005,606 4.6

Vintage year 2008

p11 uSD 22,500,000 22,500,000 16,588,140 5.2 14,121,641 4.8

p12 uSD 20,000,000 20,000,000 17,956,805 5.7 18,703,161 6.3

p13 uSD 10,000,000 10,000,000 7,835,407 2.5 10,181,667 3.4

p14 uSD 14,000,000 14,000,000 9,072,322 2.9 8,674,163 2.9

p15 uSD 10,000,000 10,000,000 7,241,779 2.3 8,029,865 2.8

p16 uSD 4,000,000 4,000,000 2,260,389 0.7 2,215,256 0.8

p17 uSD 5,000,000 5,000,000 4,858,730 1.5 4,715,477 1.6

p18 uSD 6,000,000 6,000,000 4,225,218 1.3 3,329,024 1.1

p19 uSD 20,000,000 20,000,000 12,955,168 4.1 6,779,307 2.3

Vintage year 2009

p20 uSD 10,000,000 10,000,000 3,346,696 1.1 2,061,538 0.7

p21 uSD 2,500,000 2,500,000 2,668,993 0.8 2,338,479 0.8

Vintage year 2010

uSD 462,283 462,283 0 0.0 – –

p22 uSD 10,000,000 10,000,000 7,071,392.00 2.2 5,095,992 1.7

p23 uSD 10,000,000 10,000,000 6,420,221.00 2.0 3,646,558 1.2

Sub-total primary investments 303,241,640 243,997,190 76.8 221,135,521 74.9


Portfolio of investments | CRown ASiA-pACiFiC pRivAte equity Annual report 2012 39

Portfolio of investments

NOTES:1) investments have been assigned an alphanumeric code for reasons of confidentiality. 2) A complete statement of portfolio changes is available to shareholders from the registered office of the Company free of charge.3) the notes to the accounts are an integral part of the financial statements.

FOR THE YEAR ENDED 31 DECEMBER 20121), 2), 3)

Partner-ship

currency

Capitalcommit-

ments:partnership

currency

Capitalcommit-

ments:USD

2012Fair

value (USD)

2012Percent-

age oftotal

equity(%)

2011Fair

value (USD)

2011Percent-

age oftotal

equity(%)

Secondary transactions

Closing year 2007

transaction no. 1

S1-1 uSD 8,792,123 8,792,123 4,869,487 1.5 6,029,588 2.0

Closing year 2008

transaction no. 2

S2-1 uSD 2,583,786 2,583,786 1,273,954 0.4 1,675,160 0.6

S2-2 uSD 2,849,183 2,849,183 2,266,506 0.7 2,109,007 0.7

S2-3 uSD 1,185,094 1,185,094 0 – 302,742 0.1

S2-4 uSD 2,834,064 2,834,064 2,563,603 0.8 2,896,985 1.0

Closing year 2009

transaction no. 3

S3-1 uSD 5,567,496 5,567,496 4,320,369 1.4 4,130,760 1.3

S3-2 uSD 4,564,634 4,564,634 9,519,822 3.0 9,159,449 3.1

transaction no. 4

S4-1 uSD 1,324,683 1,324,683 4,588,869 1.4 5,062,160 1.7

S4-2 uSD 8,653,317 8,653,317 27,843,291 8.8 21,891,355 7.5

Closing year 2010

transaction no. 5

S5-1 uSD 5,341,599 5,341,599 6,687,691 2.1 5,005,606 1.7

transaction no. 6

S6-1 uSD 2,443,886 2,443,886 2,190,864 0.7 2,434,377 0.8

Closing year 2011

transaction no. 7

S7-1 uSD 10,759,578 10,759,578 6,234,861 2.0 8,335,142 2.8

transaction no. 8

S8-1 AuD 1,632,473 1,695,242 75,870 – 151,065 0.1

S8-2 AuD 5,393,247 5,600,617 2,829,748 0.9 2,914,853 1.0

Sub-total secondary transactions 64,195,302 75,264,935 23.7 72,098,249 24.4

Investments at fair value

through profit or loss 367,436,942 319,262,125 100.5 293,233,770 99.3

Other net assets and liabilities (1,663,356) -0.5 1,984,042 0.7

TOTAL EQUITY 317,598,769 100.0 295,217,812 100.0


40 CRown ASiA-pACiFiC pRivAte equity Annual report 2012

Page intentionally left blank


CRown ASiA-pACiFiC pRivAte equity Annual report 2012 41



42 CRown ASiA-pACiFiC pRivAte equity Annual report 2012


LGt Capital partners Ltd., Schuetzenstrasse 6, CH-8808 pfaeffikon, Switzerlandtelephone +41 55 415 96 00, telefax +41 55 415 96 99, internet www.lgtcp.com, e-Mail [email protected]

crown asia-pacific private equity plc 31 december 2012 · end date 13 july 2011 fund expiry date 13...

Documents