1. business and industrial
2. company
3. annual report

New City Energy Limited
Annual Report and Financial Statements for the year ended 30 September 2014
CONTENTS
Corporate Summary
3
Financial Highlights
4
Board Members, Investment Manager and Investment Adviser
6
Performance Summary
Chairman’s Statement
Investment Adviser’s Report
Investment Portfolio
Directors’ Report
Directors’ Remuneration Report
Statement of Directors’ Responsibilities
Independent Auditor’s Report
Statement of Comprehensive Income
Statement of Changes in Equity
Statement of Financial Position
Statement of Cash Flows
5
7
8
9-11
12-15
16-17
18
19
20
21
22
23
Notes to the Financial Statements
24-41
Form of Proxy
44-45
Notice of Annual General Meeting
Corporate Information
42
47-48
New City
Energy Limited
2
CORPORATE SUMMARY
FOR THE YEAR ENDED 30 SEPTEMBER 2014
Investment Objective
The investment objective of New City Energy Limited (“the Company”) is to deliver attractive returns to
shareholders principally in the form of capital growth yet with some prospect of income.
Investment Policy
The Company has been established to invest in the securities of companies involved in the exploration,
development and production of energy and related service companies, for both existing and alternative
supplies and types of energy including, but not limited to, shares, convertibles, fixed income securities and
warrants. Up to 30 per cent of gross assets may be invested in companies operating in other sectors.
Corporate Summary
The Company is a closed-ended investment company and was incorporated with limited liability in Jersey on
11 January 2008. The Company’s shares are listed on the official list of the Channel Islands Securities Exchange
Ltd and dealing commenced on 8 February 2008. The shares also trade on the London Stock Exchange SETS QX
Electronic Trading Service.
The Company had a life of 7 years from the first closing date of 8 February 2008. A resolution was passed at the
Annual General Meeting (“AGM”) held on 6 March 2014 to extend the life of the Company from the seventh
anniversary of the First Closing Date until the next AGM. A similar resolution extending the life of the Company by
a further year will be put to the 2015 AGM.
The Company’s share capital structure originally consisted of ordinary and subscription shares of no par value.
The ordinary shares have the prospect of capital appreciation and the possibility of income. Each subscription
share conferred the right upon the shareholder to subscribe for one ordinary share at 70p following the issuance
of the audited financial statements for each of the financial periods ending 30 September 2008 to 30 September
2013. On 11 February 2014 the Directors approved the cancellation of the subscription shares and that they
would be delisted from the Channel Islands Securities Exchange.
At the Company’s AGM on 6 March 2014, the Directors passed a resolution under article 7.1 of the Company’s
Articles of Association to allow them to issue additional ordinary and subscription shares in one or more tranches
over a period from the date of the AGM to the next AGM of the Company. It was agreed that any ordinary
shares issued would be issued at a premium over the net asset value per share.
It was further agreed at the Company’s AGM on 6 March 2014 that a special resolution be passed to authorise
the Directors of the Company, pursuant to and in accordance with Article 57 of the Companies (Jersey) Law,
1991 (as amended), to make market purchases of its own ordinary shares in the capital of the Company on such
terms and in such manner as the Directors of the Company shall from time to time determine provided that:
(a) the maximum aggregate number of ordinary shares hereby authorised to be purchased shall be such
number as represents 14.99 per cent of the aggregate number of ordinary shares in issue;
(b) the minimum price which may be paid for an ordinary share shall be 1p;
(c) the maximum price exclusive of any expenses which may be paid for an ordinary share is an amount
equal to the higher of 5 per cent above the average of the middle market quotations for an ordinary
share for the five business days immediately preceding the date on which such ordinary share is
contracted to be purchased;
(d) the authority hereby conferred shall expire 18 months from the date of this special resolution, unless
previously revoked, varied or renewed by the Company in general meeting; and
(e) the Company may at any time prior to the expiry of such authority make a contract or contracts to
purchase ordinary shares under such authority which will or might be completed or executed wholly or
partly after expiration of such authority and may make a purchase of ordinary shares in pursuance of any
such contract or contracts.
At 30 September 2014 the Company has net bank borrowings of £3,001,940 (2013: £4,917,031) which rank for
repayment ahead of any return of capital to shareholders.
At 30 September 2014 net assets were £20.4 million (2013: £22.7 million) and the market capitalisation was
£16.9 million (2013: £19.6 million). At 12 December 2014, the last practicable date prior to signing the financial
statements, the Company’s net asset value was 25.7 pence per share (16 December 2013: 41.4 pence per share).
Dividends paid/declared during the year amounted to £1,094,311 (2013: £1,019,211).
3
New City Energy
Limited
Annual Report and Accounts for the
year ended 30 September 2014
Launch - Feb 08
31 March 08
31 May 08
31 July 08
30 September 08
30 November 08
31 January 09
31 March 09
31 May 09
31 July 09
30 September 09
30 November 09
31 January 2010
31 March 10
31 May 10
31 July 10
30 September 10
30 November 10
31 January 11
31 March 11
31 May 11
30 September 11
30 November 11
31 Janaury 12
31 March 12
31 May 12
31 July 12
30 September 12
30 November 12
31 January 13
31 March 13
31 May 13
31 July 13
30 September 13
30 November 13
31 January 14
31 March 14
31 May 14
31 July 14
30 September 14
Ordinary Share Price total return/Net Asset
Value total return (in pence per share)
FINANCIAL HIGHLIGHTS
FOR THE YEAR ENDED 30 SEPTEMBER 2014
• Net asset value total return of -5.8% since 1 October 2013.
• Dividend of 2.04 pence per share for the year, an increase of 7.4%.
New City Energy Limited’s Net Asset Value
Total Return and Share Price Total Return
250
200
150
100
50
0
New City Energy Limited net asset value total return*
New City Energy Limited share price total return*
Index: rebased to 100 at 8 February 2008.
Source: R&H Fund Services (Jersey) Limited.
* Net dividends reinvested.
New City
Energy Limited
4
PERFORMANCE SUMMARY
FOR THE YEAR ENDED 30 SEPTEMBER 2014
Total return
Net asset value
Ordinary share price
Capital values
Year to
30 September 2014
Year to
30 September 2013
Period from
8 February 2008 to
30 September 2014
-5.8%
-8.8%
-19.2%
-6.5%
-24.5%
-37.0%
30 September 2014
30 September 2013
change
period
37.96p
31.50p
42.30p
36.50p
-4.34p
-5.00p
1.82p
2.04p
0.89
2.17p
1.90p
1.14
-0.35p
0.14p
-0.25p
-17.0%
-13.7%
-3.3%
Net asset value per ordinary share
Ordinary share price (mid market)
Revenue and dividends
Inclusive of all income:
Revenue per share 1
Dividends per share
Dividend cover (times) 2
Dividend yield 3
6.5%
(Discount)/premium 4
Gearing 5
5.2%
17.0%
21.2%
1
Revenue per share = total comprehensive income - revenue/no of ordinary shares in issue
3
Dividend yield = annual dividend per share/ordinary share price
2
4
5
1.3%
-4.2%
Dividend cover = revenue per share/dividend per share
Discount/premium = (ordinary share price – net asset value per ordinary share)/net asset value per ordinary share
The gearing calculation and presentation is in accordance with the guidance published by the AIC on 1 October 2012
2014
High
Period’s highs/lows
Net asset value
46.18p
Ordinary share price (mid market)
40.00p
2014
Low
37.77p
31.50p
2013
High
56.00p
47.50p
2013
Low
41.60p
33.00p
Dividend history
Ex-dividend date
31 December 2013
Payment date
31 January 2014
First interim dividend of 0.42p per ordinary share
26 March 2014
30 April 2014
Second interim dividend of 0.42p per ordinary share
25 June 2014
31 July 2014
Third interim dividend of 0.42p per ordinary share
31 October 2014
Fourth interim dividend of 0.78p per ordinary share
24 September 2014
Source: R&H Fund Services (Jersey) Limited.
5
New City Energy
Limited
Annual Report and Accounts for the
year ended 30 September 2014
BOARD MEMBERS, INVESTMENT MANAGER
AND INVESTMENT ADVISER
FOR THE YEAR ENDED 30 SEPTEMBER 2014
Chairman
David Norman, is managing director of Norman (Holdings) Limited, a family-owned property group. His extensive
business experience includes over 30 years as managing director of a family-controlled group based in the
Channel Islands whose main interests were builders’ merchants and fuel distribution.
David was also non-executive director and audit committee chairman of CI Traders Limited from 2002 to 2007
when the company was sold. From 1990 to 2003, David was chairman of Jersey Hospice Care and from 2001 to
2004, chairman of The States of Jersey Finance and Economics Committee’s Value for Money audit committee.
In 2009 he retired from the Board of The Jersey New Waterworks Company Limited having served as its
Chairman for over nine years. David is a Fellow of the Institute of Chartered Accountants in England and Wales
and is resident in Monaco.
Directors
Douglas Breen, acts as a consultant to various international oil and gas entities through Kinnear Financial
Limited. Douglas has 28 years’ experience of Institutional Stockbroking and Investment Banking with particular
emphasis on oil, gas and other resources sectors. During his career, Douglas has worked for Rowe and Pitman,
The Royal Bank of Canada, James Capel and Toronto Dominion Bank, where he was Head of Canadian
Equities. He holds a degree in political science from the University of Waterloo, Ontario and is resident in the
United Kingdom.
Graeme Ross, joined Rawlinson & Hunter in 1986 having previously worked at KPMG. He qualified as a Chartered
Accountant in 1984. He became a Partner at Rawlinson & Hunter in 1995 and has over 25 years of experience in
the finance sector. He heads Rawlinson & Hunter’s funds division and has extensive experience of retail and
private equity funds, as well as fund of funds, hedge funds and share plans. He has served as a committee
member of the Jersey Funds Association. Graeme is resident in Jersey.
Craig Stewart, graduated from Edinburgh University in 1987 with a degree in Politics and worked in commercial
roles for two blue chip companies headquartered in London. In 1993, he joined Arthur Andersen’s Audit and
Business Advisory practice in Jersey and qualified as a chartered accountant in 1997. He has specialised in the
investment fund sector and been particularly involved with retail, institutional and private equity funds. In 2000,
he joined Rawlinson & Hunter’s fund administration division and in 2001 he was promoted to Director of R&H
Fund Services (Jersey) Limited. In 2003 he was admitted to the Jersey Partnership of Rawlinson & Hunter. Craig is
resident in Jersey.
Investment Manager
CQS Cayman Limited Partnership (“CQS”) is a limited partnership registered in the Cayman Islands. CQS is a global
asset management firm with over US$14 billion assets under management (including mandates with discretionary
management, sub-investment discretionary management, investment advice, collateral management and
intermediation).
The Board has delegated the management of the investment portfolio to CQS (“the Investment Manager”) who
have in turn delegated it to CQS Asset Management Limited which trades as New City Investment Managers
(“NCIM” and “the Investment Adviser”).
Investment Adviser
NCIM was established by Richard Lockwood. Will Smith and Ian Francis are the fund managers and are
supported by the rest of the NCIM team. Mr Smith joined the NCIM team in 2008. He has over 30 years’
investment experience and his career has included Morgan Grenfell, UBS and Panmure Gordon. Mr Francis
joined the NCIM team in 2007. He has over 35 years’ investment experience, primarily in the fixed interest and
convertibles spheres, and his career has included Collins Stewart, West LB Panmure, James Capel and Hoare
Govett.
New City
Energy Limited
6
CHAIRMAN’S STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2014
During the year to 30 September 2014 your Company’s net asset value in total return terms fell by 5.8%. This
masked a year in which the first six months saw resource equity prices modestly advance followed by a
second half where prices fell sharply. The share price fell by 8.8%, ending the year at a discount of 17.0%. This
has been a frustrating year for your Board and Investment Manager - having focussed the portfolio we have
seen the success of Shale producers in developing and expanding their deposits at lower costs without seeing
the benefits of rising share prices as a price war has taken hold.
I write this against a darkening backdrop of an imminent price war in Oil, seemingly provoked by the very
success of your Company’s targeted investments; the unconventional oil producers. Saudi Arabia’s stated
intent to retain market share is creating downward pressure on the oil price and will undoubtedly lead to a
volatile environment in the sector until balance is restored. The world, and OPEC in particular, has become
used to oil prices above $90 over the last five years and it remains to be seen how long the producers can
withstand low prices before taking remedial action. However, your Company is focussed upon those
management teams who are the low cost producers with conservative balance sheets and able to survive in
the lower price environment.
The Investment Manager maintained a gearing level of around 20% during the year but has continued to
adopt a degree of caution by investing in a fixed interest portfolio which has helped the revenue account.
The Board recognises the importance of an income stream to investors and has paid dividends per share of
2.04p share for the year which represents an increase of 7.4%.
At the Company’s Annual General Meeting, to be held on 18 March 2015, shareholders will be given the
opportunity to vote on the continuation of the Company in accordance with the Company’s Articles of
Association which provide for a continuation vote every year from 2014. Whilst the outlook is uncertain in the
short term, the very success of the technology being applied by the unconventional producers is forcing
dramatic change on to the oil industry and will provide opportunities that will benefit the company.
Accordingly, the Board are recommending that shareholders vote in favour of the continuation resolution at
the Annual General Meeting.
David Norman
Chairman
12 December 2014
7
New City Energy
Limited
Annual Report and Accounts for the
year ended 30 September 2014
INVESTMENT ADVISER’S REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2014
The subdued growth of global economies had resulted in a relatively stable oil price since 2010. However the surge in
production from the unconventional producers of North America has led, in the last three months, to a fight for
market share and subsequent price war. OPEC, led by Saudi Arabia, have declined to stabilise the market by cutting
production and the stage is set for a game of bluff as to who blinks first. The OPEC producer’s average price
requirement of over $100 per bbl in order to balance their budgets has proved to be no support on the way down
and the rig count in North America has yet to show any significant declines. Lower prices will lead to increased
demand, but there will be a lag effect on that boon.
It is the manager’s opinion that the shale producers with the best acreage are going to be the most resilient
investments in this period of volatility. The recent improvements in well completions and enhancements in drilling
techniques are continually optimising production results and driving costs down.
Offshore explorers may find this price environment a life threatening challenge and service companies will do well to
prosper after four years of fat.
The Managers have targeted the portfolio on low cost, conservatively geared companies able to withstand this
downdraft, and it is particularly important to understand each company’s culture to see if they are prepared for a
lower price eventuality. The Company’s Canadian producers have also benefited this year from the weaker
Canadian dollar and also narrower differentials as takeaway solutions have been created.
Vermilion Energy remains the Company’s largest holding not just because of its exposure to European Gas pricingdouble that of the US, but because of its low cost, low decline diversified production base. Arc Resources is another
with a solid balance sheet and a weighting to gas production. Its recent results and expanding inventory in the
Montney field of Alberta indicate growing production under most pricing scenarios.
The development of unconventional production outside North America remains painfully slow, with no substantial
progress anywhere outside Argentina. The Polish experiments have produced no worthwhile results, although the
level of interest shown in the 14th UK onshore licensing round is rumoured to be substantial. 2015 may yet see some
progress on that front.
The current pricing background undoubtedly creates a challenge to the energy investor, but it is the manager’s
opinion that the unconventional producers are rapidly becoming the low cost producers and will be able to thrive in
a rarefied pricing environment that many others will not. We look forward to the year ahead and the opportunities
created by the current market turmoil.
Report of the Investment Adviser relating to matters under the Alternative
Investment Fund Managers Directive
Risk management systems
The Company’s prospectus sets out the risks to which the Company is exposed. The Investment Adviser employs risk
management disciplines which monitor the Funds’ portfolio and to manage and control volatility. Risk management
meetings involving all relevant senior staff are held on a frequent basis to discuss trading strategy and risk
management with the portfolio managers of the Company. A permanent independent department has been
established by the Investment Adviser to perform the risk management function. The risk management and
performance analysis team (“RMPA”) is led by the Chief Risk Officer and is functionally and hierarchically separate
from the operating units of the portfolio managers of the Company.
RMPA is a dedicated control function over the operating units of the Investment Adviser and is not involved in the
performance activities of the Company. RMPA has designed, documented and implemented effective risk
management policies, processes and procedures in order to identify, quantify, analyse, monitor, report on and
manage all material risks relevant to the Company’s investment strategy. The systems include third party vendor
applications such as Tradar, Sunguard Front Arena and MSCI Risk Metrics, complemented with a number of
proprietary applications.
Material changes to Information required to be made available to investors of the Company
There have been no material changes to be disclosed during the period from 31 July 2014 (the date upon which all
investor information was communicated in relation to the AIFMD requirements) to 30 September 2014. Please refer to
page 13 for additional information.
Assets of the Company subject to special arrangements arising from their illiquid nature
There are no assets of the Company which are subject to special arrangements arising from their illiquid nature.
Will Smith and Ian Francis
New City Investment Managers
12 December 2014
New City
Energy Limited
8
INVESTMENT PORTFOLIO (BY GEOGRAPHICAL AREA)
AS AT 30 SEPTEMBER 2014
Holding
620,000
2,500,000
500,000
410,000
200,000
Quoted bonds
Australia
Antares Energy 10% 30/10/2023
Kimberley Metals 10% 05/08/2016 Conv Loan Note
Canada
General Exploration 11.5% 13/11/2018
Petroamerica Oil 11.5% 19/04/2015
Great Western Minerals 8% 06/04/2017 Conv
Valuation
£’000
% of Net
Assets
704
431
3.46
2.12
1,135
5.58
288
237
48
1.41
1.16
0.23
573
2.80
820,000
Denmark
Welltec 8% 01/02/2019
530
2.60
700,000
Global
Trafigura Beheer 7.625% 29/10/2049 PERP CALL
464
2.28
760,868
Norway
Golden Close Marit 11% 09/12/2015
504
2.48
Sweden
Diamorph 7% 05/09/2019
Diamorph 12% 06/07/2017
Dannemora Mineral 11.75% 22/03/2016
Northland Resources 4% 15/10/2020
346
189
33
9
1.70
0.93
0.16
0.04
577
2.83
United Kingdom
Iona Energy 9.5% 27/09/2018
262
1.29
Quoted Equities
Argentina
Madalena Energy
Andes Energia
750
172
3.68
0.84
922
4.52
401
270
170
1.97
1.33
0.83
841
4.13
4,000,000
2,000,000
1,000,000
791,485
450,000
3,130,000
410,000
100,000
4,000,000
3,166,667
9
Investment
New City Energy
Limited
Australia
APA Group
Dart Energy
Strike Energy
Annual Report and Accounts for the
year ended 30 September 2014
INVESTMENT PORTFOLIO (BY GEOGRAPHICAL AREA) (CONTINUED)
AS AT 30 SEPTEMBER 2014
Holding
55,000
450,000
62,000
42,800
200,000
200,000
100,000
25,000
25,000
25,000
2,000,000
Investment
Canada
Vermilion Energy
Gran Tierra Energy
ARC Resources
Crescent Point Energy
Surge Energy
Canexus
Canacol Energy
Cardinal Energy
WhiteCap Resources
WhiteCap Resources SUB
Sintana Energy
Valuation
£’000
% of Net
Assets
2,062
1,529
1,009
950
789
507
290
258
221
220
149
10.13
7.51
4.96
4.67
3.87
2.49
1.42
1.27
1.09
1.08
0.73
7,984
39.22
1,691
854
780
335
153
152
110
8.31
4.19
3.83
1.65
0.75
0.75
0.53
4,075
20.01
Indonesia
REA Holding 9% Cum Pref Shares
572
2.81
1,325,000
Paraguay
President Energy
222
1.09
1,400,000
Poland
3 Legs Resources Plc
252
1.24
2,233,330
1,112,687
155,000
130,399
United Kingdom
Alkane Energy
Egdon Resources NPV
Foresight Solar
Andina
849
223
161
54
4.17
1.10
0.79
0.27
1,287
6.33
225,000
2,200,000
100,000
662,000
6,936,084
200,000
22,950,000
485,000
Global
PHX Energy Services
AJ Lucas Group
BW LPG
Bnk Petroleum
San Leon Energy
Beach Energy
Wessex Exploration
New City
Energy Limited
10
INVESTMENT PORTFOLIO (BY GEOGRAPHICAL AREA) (CONTINUED)
AS AT 30 SEPTEMBER 2014
Holding
75,000
75,000
United States of America
Goodrich Petroleum
Penn Virginia
Valuation
£’000
% of Net
Assets
684
588
3.36
2.89
1,272
6.25
4,000,000
Unquoted Equities
Australia
European Gas UK
424
2.08
400,000
5,000,000
334,000
3,892,173
400,000
150,000
Canada
Canadian International Oil
Imara Energy (Placement - REST)
Mitra Energy
Mako Hydrocarbons
Canadian International Oil C$2 25/08/2015 Wts
Altus Energy Services
441
275
154
94
44
0
2.17
1.35
0.76
0.46
0.22
0.00
1,008
4.96
56
0.27
800
3.93
0
0.00
(8)
(8)
(4)
(0.04)
(0.04)
(0.02)
(20)
(0.10)
Total investments
Net current liabilities
23,740
(3,379)
116.60
(16.60)
Net assets
20,361
100.00
30,030
Jordan
Jordan Energy & Mining
3,999,000
United Kingdom
Impact Oil and Gas
2,500,000
United States of America
KIPC Petroleum
214,000
10,000
125,000
11
Investment
New City Energy
Limited
Contracts for Difference
CFD Bnk Petroleum
CFD Bonterra Energy
CFD Surge Energy
Annual Report and Accounts for the
year ended 30 September 2014
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2014
The Directors present the annual report and financial statements for New City Energy Limited (the “Company”)
for the year ended 30 September 2014. The results for the year are set out in the attached financial
statements.
Principal Activity and Status
The Company is a closed-ended investment company and was incorporated with limited liability in Jersey on
11 January 2008.
The Company’s shares are listed on the official list of the Channel Islands Securities Exchange Ltd and dealing
commenced on 8 February 2008. The shares also trade on the London Stock Exchange SETS QX Electronic
Trading Service.
The Company originally had a life of 7 years from the first closing date of 8 February 2008 (the “term”), with
extensions by ordinary resolution of the shareholders in 2014 (being the last Annual General Meeting (“AGM”)
prior to the completion of the Term) and annually thereafter at AGMs of the Company.
In accordance with article 46.1 of the Company’s Article of Association, the Directors propose to pass an
ordinary resolution to defer the winding up of the Company by a further year from the eighth anniversary of
the First Closing Date until the next annual general meeting of the Company when a further extension will be
sought. If the deferal period is not passed, the Company shall be wound up, and the liquidator will, subject to
law, apply the assets of the Company in such manner and order as he thinks fit in satisfaction of creditors
claims as per Articles 46.2 - 4.64 of the Company’s Article of Association.
The Company’s share capital structure originally consisted of ordinary shares and subscription shares of no par
value. The ordinary shares have the prospect of capital appreciation and the possibility of income. Each
subscription share conferred the right upon the shareholder to subscribe for one ordinary share at 70p
following the issuance of the audited financial statements for each of the financial periods ending
30 September 2008 to 30 September 2013. On 11 February 2014 the Directors approved the cancellation of the
subscription shares and that they would be delisted from the Channel Islands Securities Exchange Ltd.
The Company is a member of the Association of Investment Companies (“AIC”).
Investment Objective
The investment objective of the Company is to deliver attractive returns to shareholders principally in the form
of capital growth yet with some prospect of income.
Investment Policy
The Company has been established to invest in the securities of companies involved in the exploration,
development and production of energy, and related service companies, for both existing and alternative
supplies and types of energy including, but not limited to, shares, convertibles, fixed income securities and
warrants. Up to 30 per cent of assets may be invested in companies operating in other sectors.
Continuation Vote
At the Annual General Meeting, a resolution will be proposed that the Company will continue in existence in its
current form. If the resolution is not passed, then within 4 months of the vote to continue failing, the Directors
will be required to formulate and put to shareholders proposals relating to the future of the Company, having
had regard to, inter alia, prevailing market conditions and the applicable regulations and legislation. If the
resolution is passed, the Company will continue its operations and a similar resolution will be put to
shareholders at every annual general meeting thereafter. The Board believe that the continuation of the
Company and the continuing appointment of the investment manager are in the interests of shareholders as
a whole.
Shareholder Information
The Company announced its net asset value on a weekly basis up until 22 July 2014. From 22 July 2014 the
Company announces its net asset value on a daily basis.
Management
The Board has delegated the management of the investment portfolio to CQS Cayman Limited Partnership
(“the Investment Manager”) who in turn has delegated management to CQS Asset Management Limited who
trade as New City Investment Managers (“the Investment Adviser”) with Will Smith and Ian Francis as the fund
managers. The Board of Directors of the Company (“the Board”) regularly review the performance of the
Investment Manager and Adviser, the level and method of remuneration and the notice period. Following the
most recent review, the continuing appointment of the Investment Manager and Adviser was held to be in the
best interests of the shareholders as a whole.
New City
Energy Limited
12
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2014
Administrator
The administration and company secretarial function of the Company has been contracted to R&H Fund
Services (Jersey) Limited.
Custodian
Custody and settlement services are undertaken by Credit Suisse Securities (Europe) Limited in accordance with
the master Prime Brokerage Agreement. The Board has delegated the exercise of voting rights attached to the
Company’s investments to the Investment Adviser.
All other matters are reserved for the approval of the Board.
Financial Adviser and Corporate Broker
Cantor Fitzgerald Europe act as financial adviser and corporate broker to the Fund.
Financial Statements
The Directors who held office at the date of approval of this Directors’ Report confirm that, so far as they are
each aware, there is no relevant audit information of which the Company’s auditors are unaware and that they
have taken the steps that they ought to have taken as a Director to make themselves aware of any relevant
audit information and to establish that the Company’s auditors are aware of that information.
Alternative Investment Fund Managers Directive (“AIFMD”)
Issued by the European Parliament and written into UK and Jersey legislation, the AIFMD classifies certain
investment vehicles, including investment companies, as Alternative Investment Funds (“AIFs”) and requires them
to appoint an Alternative Investment Fund Manager (“AIFM”). As the Company’s AIFM is based in the European
Union (“EU”) and as the Company intends to market itself in the EU, a depository must be appointed to carry out
the duties of cashflow monitoring, safekeeping of assets and oversight. The Board of the Company retains
responsibility for strategy, operations and compliance.
The Board has appointed CQS as the Company’s AIFM, delegating the investment management function to
CQS Asset Management Limited. The AIFM has received approval to act as AIFM of the Company. An additional
requirement of the AIFMD is for the Company to appoint a depository, which will oversee the custody and cash
arrangements and other AIFMD required depository responsibilities. The Board has appointed Indos Financial
Limited to act as the Company’s depository.
As an authorised Alternative Investment Fund Manager CQS Asset Management Limited are required to comply
with the AIFMD Remuneration Provisions and disclosures as outlined by the FCA. CQS have a remuneration policy
that complies with the AIFMD and will be effective for the first full remuneration period following authorisation on
22 July 2014. It is therefore anticipated that the Remuneration Policy and associated financial disclosure will be
made with the Company’s Annual Report from 2015.
Directors’ Interests
Biographies of the Directors are shown on page 6.
The Directors who held office during the year and their interests in the shares of the Company as at
30 September 2014 were:
Ordinary
Subscription
Ordinary
Subscription
Shares
Shares
Shares
Shares
2014
2014
2013
2013
D Norman (Chairman)
D Breen
G Ross
C Stewart
300,000
–
25,000
–
–
–
–
–
300,000
–
25,000
–
There have been no changes in the holdings of the existing Directors between 30 September 2014 and
19 December 2014.
13
New City Energy
Limited
50,000
–
5,000
–
Annual Report and Accounts for the
year ended 30 September 2014
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2014
Directors’ Interests (continued)
Mr G Ross and Mr C Stewart are Directors of the Company and are also directors of R&H Fund Services (Jersey)
Limited, the Company’s administrator, who provides fund administration services to the Company. Further
information is disclosed in note 7.
No other Director has any other material interest in any contract to which the Company is a party.
Shareholders’ Interests
No shareholder held more than 10 per cent of the ordinary shares or subscription shares in issue at 30 September
2014 or 30 September 2013.
At the date of signing the Financial Statements the Directors are aware that 10.73 per cent of the Company’s
net asset value attributable to holders of shares were held by Pershing Nominees Limited on behalf of
discretionary clients of Midas Investment Management Limited.
Corporate Governance
As an investment company, most of the Company’s day to day responsibilities are delegated to third parties
and all of the Directors are non-executive. As a Jersey incorporated company, the Company is required to
comply with the Companies (Jersey) Law 1991. The Company is also regulated by the Jersey Financial Services
Commission as a listed fund in accordance with the Collective Investment Funds (Jersey) Law 1988 (the “CIF
Law”) and the Jersey Listed Funds Guide (April 2012) (“the Guide”) and holds a certificate issued under the CIF
Law dated 11 January 2008. As such the Company is required to comply with the conditions of the CIF Law and
any subordinate legislation made thereunder (including codes of practice), its certificate and the requirements
of the Guide.
The Directors have taken the action that they consider appropriate to ensure that the appropriate level of
corporate governance, for an investment company incorporated in Jersey whose securities are listed on the
Channel Islands Securities Exchange Ltd, is attained and maintained.
Board Responsibilities
The Board of Directors is responsible for the corporate governance of the Company. The Directors will ensure
that the Company’s operations are conducted reasonably and within the framework of any applicable
laws, regulations, rules, guidelines and codes as well as established policies and procedures. The Directors will
regularly assess and document whether its approach to corporate governance achieves its objectives and,
consequently, whether the Board itself is fulfilling its own responsibilities. The Board will review the effectiveness of
its overall approach to governance and make changes where that effectiveness needs to be enhanced.
The Board meets at least twice a year with the Investment Adviser and the Administrator and between these
formal meetings there is regular contact with each party. The Directors are kept fully informed of investment and
financial controls, and other matters that are relevant to the business of the Company and should be brought to
the attention of the Directors. The Directors also have access to the Administrator and, where necessary in the
furtherance of their duties, to independent professional advice at the expense of the Company. The Directors
are responsible for the appointment and monitoring of all service providers of the Company.
Audit Committee
The Audit Committee consists of Mr D Norman as the sole member. The Audit Committee operates within clearly
defined terms of reference and has recent and relevant financial experience. The duties of the Audit
Committee in discharging its responsibilities include reviewing the Annual and Interim Accounts, the system of
internal controls and the terms of appointment of the auditors together with their remuneration. It provides a
forum through which the auditor may report to the Board of Directors.
Management Engagement Committee
The Management Engagement Committee is chaired by Mr D Norman, comprises the full Board and reviews
the appropriateness of the Investment Manager’s continuing appointment together with the terms and
conditions thereof on a regular basis.
Going Concern
At the next AGM to be held on 18 March 2015 it is proposed, in accordance with article 46.1 of the Company’s
Articles of Association, to pass an ordinary resolution to defer the winding up of the Company by a further year.
The Directors are of the opinion that the resolution will be passed on this basis and are satisfied that it is
appropriate to continue to adopt the going concern basis in preparing the Financial Statements and, after due
consideration, the Directors consider that the Company is able to continue for the foreseeable future.
New City
Energy Limited
14
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2014
Directors’ Authority to Allot Shares
In accordance with the Articles of Association (“Articles”) an ordinary resolution, Resolution 4, will be proposed at
the Annual General Meeting (“AGM”) authorising the Directors to issue new ordinary shares at a premium to the
net asset value. During the year the Company did not issue any ordinary shares (2013: nil).
Resolution 5 will also be proposed at the AGM authorising the Directors to issue new subscription shares in one
or more tranches over a period from the date of the AGM to the next AGM of the Company. During the year
the Company did not issue any subscription shares (2013: nil).
Directors’ Authority to Buy Back Shares
The current authority of the Company to make purchases of up to approximately 14.99 per cent of its issued
capital expires at the end of the AGM and Special Resolution 6 seeks renewal of such authority until the next
AGM (or the expiry of eighteen months from the date of the passing of the resolution, if earlier). The maximum
and minimum prices to be paid for shares are set out in the resolution. This power will be exercised only if, in the
opinion of the Directors, a repurchase would result in an increase in net asset value per share and would be in
the best interests of shareholders as a whole. The Company did not purchase any ordinary shares for
cancellation during the year (2013: nil).
Relations with Shareholders
The Company welcomes the views of shareholders and places great importance on communication with
them. The Investment Adviser maintains a regular dialogue with institutional shareholders, the feedback from
which is reported to the Board. The Annual General Meeting of the Company provides a forum, both formal
and informal, for shareholders to meet and discuss issues with the Directors and Investment Adviser of the
Company. The Secretary is available to answer general shareholder queries at any time throughout the year.
Creditor Payment Policy
It is the policy of the Company to settle all investment transactions in accordance with the terms and
conditions of the relevant markets in which it operates. All other expenses are paid on a timely basis in the
ordinary course of business.
Auditor
KPMG Channel Islands Limited have indicated their willingness to continue in office as auditor and a resolution
proposing their re-appointment and to authorise the Directors to determine their remuneration will be proposed
at the forthcoming AGM.
Events after the Reporting date
The Directors are not aware of any other developments that might have a significant effect on the operations
of the Company in subsequent financial periods not already disclosed in this report or the attached financial
statements.
Recommendation
The Directors consider the passing of the resolutions to be proposed at the AGM to be in the best interests of
the Company and its shareholders and are likely to promote the success of the Company for the benefit of its
shareholders as a whole. Accordingly, the Directors unanimously recommend that shareholders should vote
in favour of the resolutions, as they intend to do in respect of their own beneficial shareholdings amounting to
325,000 (2013: 325,000) ordinary shares.
By order of the Board
R&H Fund Services (Jersey) Limited
Company Secretary
Ordnance House, 31 Pier Road, St Helier, Jersey, JE4 8PW
19 December 2014
15
New City Energy
Limited
Annual Report and Accounts for the
year ended 30 September 2014
DIRECTORS’ REMUNERATION REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2014
An ordinary resolution for the approval of this report will be put to shareholders at the forthcoming Annual
General Meeting as Resolution 3.
The Board consists solely of non-executive Directors and considers, at least annually, the level of the Directors’
fees, in accordance with the UK Corporate Governance Code. The administrator provides information on
comparative levels of Directors’ fees to the Board in advance of each review.
Policy on Directors’ Fees
The Company’s Articles of Association limit the aggregate fees payable to the Board of Directors to a
total of £150,000 per annum. Subject to this overall limit it is the Company’s policy that the remuneration of
Directors should reflect the experience of the Board as a whole, be fair and comparable to that of other
relevant investment companies that are similar in size and have similar investment objectives and structures.
Furthermore, the level of remuneration should be sufficient to attract and retain the Directors needed to
oversee properly the Company and to reflect the specific circumstances of the Company, the duties and
responsibilities of the Directors and the value and amount of time committed to the Company’s affairs. It is
intended that this policy will continue for the year ending 30 September 2015 and subsequent years.
No element of the Directors’ remuneration is performance-related.
The Directors’ interests in contractual arrangements with the Company are as shown on page 13 and in note 17
to the financial statements. No other Directors were interested in contracts with the Company during the year or
subsequently.
No Director past or present has any entitlement to pensions, and the Company has not awarded any share
options or long-term performance incentives to any of the Directors.
Directors’ and Officers’ liability insurance cover is maintained by the Company on behalf of the Directors.
Directors’ Service Contracts
It is the Board’s policy that Directors do not have service contracts, but new Directors are provided with a letter
of appointment.
Company Performance
The Board is responsible for the Company’s investment strategy and performance, although the management
of the Company’s investment portfolio is delegated to the Investment Manager through the Investment
Management Agreement.
Details of the Company’s performance over the year can be found on page 5.
New City
Energy Limited
16
DIRECTORS’ REMUNERATION REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2014
Directors’ Emoluments for the Year (audited)
The Directors who served in the year received the following in the form of fees:
D Norman (Chairman)
D Breen
C Stewart
G Ross
30 September 2014
£
30 September 2013
£
47,500
47,500
20,000
17,500
5,000
5,000
20,000
17,500
5,000
5,000
On behalf of the Board
David Norman
Chairman
19 December 2014
17
New City Energy
Limited
Annual Report and Accounts for the
year ended 30 September 2014
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
FOR THE YEAR ENDED 30 SEPTEMBER 2014
The Directors are responsible for preparing the annual report and financial statements in accordance with
applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law they
have elected to prepare the financial statements in accordance with International Financial Reporting
Standards (“IFRS”).
Under company law the Directors must not approve the financial statements unless they are satisfied that they
give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that
period. In preparing these financial statements, the Directors are required to:
• select suitable accounting policies and apply them consistently;
• make judgments and estimates which are reasonable and prudent;
• state whether applicable accounting standards have been followed, subject to any material departures
disclosed and explained in the financial statements; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain
the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the
Company and enable them to ensure that the financial statements comply with the Companies (Jersey) Law
1991. They have general responsibility for taking such steps as are reasonably open to them to safeguard the
assets of the Company and to prevent and detect fraud and other irregularities.
On behalf of the Board
David Norman
Chairman
19 December 2014
New City
Energy Limited
18
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS
OF NEW CITY ENERGY LIMITED
We have audited the financial statements of New City Energy Limited (the “Company”) for the year ended
30 September 2014 which comprise the Statement of Comprehensive Income, the Statement of Changes in
Equity, the Statement of Financial Position, the Statement of Cash Flows and the related notes. The financial
reporting framework that has been applied in their preparation is applicable law and International Financial
Reporting Standards as adopted by the EU.
This report is made solely to the Company’s members, as a body, in accordance with Article 113A of the
Companies (Jersey) Law 1991. Our audit work has been undertaken so that we might state to the Company’s
members those matters we are required to state to them in an auditor’s report and for no other purpose. To the
fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company
and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
As explained more fully in the Statement of Directors’ Responsibilities set out on page 18, the directors are
responsible for the preparation of the financial statements and for being satisfied that they give a true and fair
view. Our responsibility is to audit, and express an opinion on, the financial statements in accordance with
applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply
with the Auditing Practices Board’s Ethical Standards for Auditors.
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 adequately disclosed; the
reasonableness of significant accounting 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 and to identify any information that is
apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the
course of performing the audit. 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 of the state of the Company’s affairs as at 30 September 2014 and of its loss for the
year then ended;
• have been properly prepared in accordance with International Financial Reporting Standards as adopted
by the EU; and
• have been prepared in accordance with the requirements of the Companies (Jersey) Law 1991.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies (Jersey) Law 1991 requires
us to report to you if, in our opinion:
• adequate accounting records have not been kept by the company; or
• the financial statements are not in agreement with the accounting records and returns; or
• we have not received all the information and explanations we require for our audit.
Heather J MacCallum
for and on behalf of KPMG Channel Islands Limited
Chartered Accountants
19 December 2014
19
New City Energy
Limited
Annual Report and Accounts for the
year ended 30 September 2014
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2014
Capital losses on investments
Losses on investments held at fair value
Exchange losses
Notes
10
5
Expenditure
Investment manager’s fee
Other expenses
6
7
Total expenditure
Profit/(loss) before finance costs and taxation
Finance costs
Profit/(loss) before taxation
Irrecoverable withholding tax
Profit/(loss) after taxation
Total comprehensive income/(expense)
-
-
Revenue
Income
Total income/(expense)
2014
Revenue
£’000
Return per ordinary share (pence per share) 3(g)
1,097
2014
Capital
£’000
2014
Total
£’000
(1,432) (1,432)
(63)
(63)
(1,495) (1,495)
2013
2013
Revenue Capital
£’000
£’000
-
(5,268)
(6)
2013
Total
£’000
(5,268)
(6)
-
(5,274)
(5,274)
1,263
-
1,263
1,097
–
(1,495)
1,097
(398)
1,263
(5,274)
(4,011)
-
(393)
(267)
(393)
(267)
-
(652)
(238)
(652)
(238)
-
1,097
-
(660)
(660)
(2,155) (1,058)
(57)
(57)
-
1,263
-
(890)
(6,164)
(97)
(890)
(4,901)
(97)
1,097
(120)
(2,212) (1,115)
(120)
1,263
(98)
(6,261)
-
(4,998)
(98)
977
(2,212) (1,235)
1,165
(6,261)
(5,096)
977
1.82p
(2,212) (1,235)
(4.12)p (2.30)p
1,165
(6,261)
2.17p (11.67)p
(5,096)
(9.50)p
All items in the above statement are derived from continuing operations.
The Company has no items of other comprehensive income.
The total column in the above statement is the Statement of Comprehensive Income of the Company but has
been separated to provide additional information to shareholders on the component contribution from the
Company’s activities.
The accompanying notes on pages 24 to 41 form an integral part of these financial statements.
New City
Energy Limited
20
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2014
Opening equity shareholders’ funds
at 1 October 2012
Total comprehensive (expense)/income
for the year
Dividends declared
Closing equity shareholders’ funds
at 30 September 2013
Opening equity shareholders’ funds
at 1 October 2013
Total comprehensive (expense)/income
for the year
Dividends declared
Closing equity shareholders’ funds
at 30 September 2014
Stated
Capital
£’000
Revenue
Reserve
£’000
Capital
Reserve
£’000
Total
£’000
27,340
3,469
(2,004)
28,805
8
-
1,165
(1,019)
(6,261)
–
(5,096)
(1,019)
14,15
27,340
3,615
(8,265)
22,690
27,340
3,615
(8,265)
22,690
8
-
977
(1,094)
(2,212)
–
(1,235)
(1,094)
14,15
27,340
3,498
(10,477)
20,361
Notes
The revenue and capital reserves, taken together, comprise the Company’s total retained earnings for
the year but have been separated to provide additional information to shareholders on the component
contribution from the Company’s activities.
The notes on pages 24 to 41 form an integral part of these financial statements.
21
New City Energy
Limited
Annual Report and Accounts for the
year ended 30 September 2014
STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2014
Non current assets
Investments held at fair value through profit or loss
Current assets
Other receivables
Cash and cash equivalents
Notes
2014
£’000
2013
£’000
10
23,740
27,831
11
139
456
243
9
595
252
Total assets
24,335
28,083
(3,458)
(516)
(4,926)
(467)
Total liabilities
(3,974)
(5,393)
Net assets
20,361
22,690
27,340
(10,477)
3,498
27,340
(8,265)
3,615
20,361
22,690
14
53,642,673
53,642,673
3(g)
37.96p
42.30p
Current liabilities
Bank overdraft
Other payables
Stated capital and reserves
Stated capital
Capital reserve
Revenue reserve
12
13
14
15
15
Equity shareholders’ funds
Number of ordinary shares in issue
Net asset value per ordinary share (pence)
The financial statements on pages 20 to 41 were approved by the Board of Directors on 19 December 2014
and were signed on its behalf by:
D Norman
Chairman
G D Ross
Director
The notes on pages 24 to 41 form an integral part of these financial statements.
New City
Energy Limited
22
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2014
2014
£’000
2013
£’000
(1,235)
(5,096)
(595)
(499)
1,058
481
(108)
63
(3)
57
120
(414)
(847)
1,076
4,192
6
(2)
97
98
104
(10)
(19)
2
(567)
(907)
(21,454)
24,006
1,094
108
3
(9,476)
12,405
1,261
2
Cash flows from financing activities
Dividends paid
Interest paid
Irrecoverable withholding taxation paid
(1,035)
(57)
(120)
(1,212)
(966)
(97)
(98)
(1,161)
Net increase in cash and cash equivalents
Net debt at the beginning of the year
Exchange loss
1,978
(4,917)
(63)
2,124
(7,035)
(6)
Net debt at the end of the year
(3,002)
(4,917)
Represented by:
Cash and cash equivalents
Bank overdraft
456
(3,458)
9
(4,926)
Net debt at the end of the year
(3,002)
(4,917)
Notes
Cash flows from operating activities
Loss after taxation
Adjustments for:
Investment income – equities
Investment income – bonds
Net unrealised loss on investments
Realised loss on disposal of non-derivative investments
Realised gain on contracts for difference
Exchange loss
Bank interest received
Interest expense
Irrecoverable withholding taxation
5
5
10
10
5
(661)
Changes in working capital:
Decrease/(increase) in other receivables
(Decrease)/increase in other payables
Net cash used in operating activities
Cash flows from investing activities
Purchase of investments
Proceeds from sale of non-derivative investments
Investment income received
Realised gain on contracts for difference
Interest received
Net cash from investing activities
Net cash used in financing activities
10
10
3,757
(890)
4,192
The notes on pages 24 to 41 form an integral part of these financial statements.
23
New City Energy
Limited
Annual Report and Accounts for the
year ended 30 September 2014
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2014
1. General Information
New City Energy Limited (“the Company”), was incorporated in Jersey on 11 January 2008 as a limited
liability public company. The Company is incorporated and domiciled in Jersey, Channel Islands. The
nature of the Company’s operations and its principal activities are set out in the Directors’ Report on page
12-15. The address of the registered office is given within corporate information on page 47.
These financial statements were authorised for issue by the Board of Directors on 19 December 2014.
2. Basis of Preparation
(a) Statement of Compliance
These financial statements have been prepared in accordance with International Financial Reporting
Standards (“IFRS”) as adopted by the European Union (“EU”), the Companies (Jersey) Law 1991 and on a
going concern basis.
(b) Basis of Measurement
The financial statements are prepared under the historical cost convention, except for financial
instruments at fair value through profit or loss and derivative financial instruments which are measured at
fair value.
(c) Functional and Presentation Currency
These financial statements are presented in Pounds Sterling, which is the Company’s functional currency
and are rounded to the nearest thousand except where otherwise indicated.
(d) Critical Accounting Estimates and Judgements
The preparation of financial statements necessarily requires the exercise of judgement both in application
of accounting policies which are set out below and in the selection of assumptions used in the calculation
of estimates. These estimates and judgements are reviewed on an ongoing basis and are continually
evaluated based on historical experience and other factors. Revisions to accounting estimates are
recognised in the period in which the estimates are revised and in any future periods affected. However,
actual results may differ from these estimates. The most significant judgement is the valuation of unlisted
investments.
As at 30 September 2014, included in investments at fair value through profit or loss were 14 (2013: 14)
unquoted investments valued at £2,489,105 (2013: £2,381,318), the original cost of which totalled
£4,914,762 (2013: £4,036,363). These investments are not quoted on an exchange, and as such their
valuation relies on a degree of informed judgement from the Investment Adviser and the Board of
Directors.
Information about significant areas of estimation, uncertainty and critical judgements in applying
accounting policies that have the most significant effect on the amounts recognised in the financial
statements are disclosed in notes 10 and 16.
(e) Going Concern
At the next AGM to be held on 18 March 2015 it is proposed, in accordance with article 46.1 of the
Company’s Articles of Association to pass an ordinary resolution to defer the winding up of the Company
by a further year. The Directors are of the opinion that the resolution will be passed and on this basis are
satisfied that it is appropriate to continue to adopt the going concern basis in preparing the Financial
Statements, and, after due consideration, the Directors consider that the Company is able to continue in
the foreseeable future.
New City
Energy Limited
24
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2014
3. Significant Accounting Policies
(a) Financial Assets and Liabilities at Fair Value Through Profit or Loss
(i) Classification
The Company classifies its investments as financial assets and liabilities at fair value through profit or loss.
Financial assets and liabilities at fair value through profit or loss compose of assets and liabilities held for
trading such as derivative financial instruments and those designated as at fair value through profit or loss
being unquoted and quoted bonds and equities. These are financial instruments held for investment
purposes. Financial assets also include cash and cash equivalents as well as other receivables.
(ii) Recognition and derecognition
Purchases and sales of investments are recognised/derecognised on the trade date, being the date
on which the Company commits to purchase/sell the investments. Investments are initially recognised
at cost and are subsequently carried at fair value with any resultant gain or loss recognised in the
Statement of Comprehensive Income. Investments are derecognised when the right to receive cash
flows from the investments have expired or have been transferred and the Company has transferred
substantially all risks and rewards of ownership. Transaction costs are capitalised and therefore shown
in the Statement of Financial Position rather than being expensed and shown in the Statement of
Comprehensive Income as required under IAS 39 but the effect is not material.
The Company uses the weighted average method to determine realised gains and losses on
derecognition.
(iii) Measurement of quoted investments
Listed securities are valued at bid price or last traded price, depending on the convention of the
exchange on which the investment is listed, adjusted for accrued income where it is reflected in the
market price.
(iv) Measurement of unquoted investments
Investments which are not listed or where trading in the securities of an investee company is suspended
are valued at the Directors’ best estimate of fair value. Unlisted investments are valued by the Directors on
the basis of the advice received from the Investment Adviser who, prior to giving advice, has reviewed
the available financial and trading information of the investee company, covenant compliance, ability to
repay the interest and cash balances and for the convertible bonds this includes consideration of the
discounted cash flows of the interest and principal underlying equity value. The estimated fair values may
differ from the values that would have been realised had a ready market for these holdings existed and
the difference could be material.
Many of the unquoted investments are minority interests and as such there is limited financial information
available for the purpose of investment valuation.
Realised and unrealised gains or losses on investments are taken to the Capital Reserve and included in
the Statement of Comprehensive Income.
The fair value of the unquoted investments is reassessed on an ongoing basis by the Investment Adviser
and Manager and is reviewed periodically by the Board of Directors.
A review was made of the valuation of these investments as part of the process of preparing these
financial statements. This review looked at each unquoted investment in isolation and considered the
macro and micro economic environments in which they operate and recent over-the-counter
transactions in the securities of the investee companies. The fair value is determined by the Investment
Adviser using a variety of methods. These methods include discounting latest or expected subscription
prices, discounting the last sales price, discounting stale prices where no further market information is
available on the issuing entity and discounting for lack of liquidity in the market.
The method to value Level 3 financial assets is disclosed in note 10.
As a result of fair value reviews undertaken in the period, a negative fair value adjustment of £201,554
(2013: a negative adjustment of £19,697) was recognised in the Statement of Comprehensive Income for
the unquoted investments. When the result of foreign exchange movements and write offs are taken into
account the total loss on unquoted investments included in the Statement of Comprehensive Income was
£397,000 (2013: £128,968 loss).
25
New City Energy
Limited
Annual Report and Accounts for the
year ended 30 September 2014
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2014
3. Significant Accounting Policies (continued)
(a) Financial Assets and Liabilities at Fair Value Through Profit or Loss (continued)
(iv) Measurement of contracts for difference
Receivables and payables for realised gains and losses on contracts for difference (“CFDs”) are
presented net in the Statement of Financial Position where the underlying is an equity instrument or fixed
income security, the net unrealised gain or loss on the contract is reported in the Statement of Financial
Position as an asset or liability. CFDs are measured at fair value though the Statement of Comprehensive
Income on a bid/ask basis, if they are quoted on a bid/ask basis, and at mid prices if quoted at mid
prices.
(b) Income and Expenses
(i)
Deposit interest is accrued on a daily basis.
(ii) Investment income is accounted for as follows:
• Interest on fixed interest securities is accounted for on an accruals basis;
• Dividend income is accounted for when investments held become ex-dividend and is disclosed
gross of withholding tax deducted at source.
(c) Foreign Currencies
(i)
(ii)
Foreign currency income and expenditure is converted into the functional currency at the exchange
rate ruling at the time of the transaction.
Monetary assets and liabilities denominated in foreign currencies are retranslated at the exchange
rate ruling at the reporting date.
(iii) Foreign currency exchange gains and losses are accounted for in the Statement of Comprehensive
Income.
(d) Finance Costs
Finance costs are accounted for on an accruals basis. Finance costs of debt, insofar as they relate to the
financing of the Company’s investments or to financing activities aimed at maintaining or enhancing the
value of the Company’s investments, are charged to capital in accordance with the Board’s expected
long-term split of returns.
(e) Cash and Cash Equivalents
(f)
Cash and cash equivalents comprise cash at bank and bank overdrafts. Bank overdrafts that are
repayable on demand and form an integral part of the Company’s cash management and are included
as a component of cash and cash equivalents for the purpose of the Statement of Cash Flows.
Taxation
The Company is subject to Jersey Income Tax. The Jersey Income Tax rate for the foreseeable future is zero
per cent (2013: zero per cent).
Withholding taxes have been disclosed separately in the Statement of Comprehensive Income in
accordance with IAS 12 “Income Taxes”.
New City
Energy Limited
26
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2014
3. Significant Accounting Policies (continued)
(g) Net Asset Value per Share and Return per Share
The net asset value per share at the reporting date is calculated by dividing the net assets included in the
Statement of Financial Position by the number of ordinary shares in issue at the year end.
The return per ordinary share is calculated by dividing the total comprehensive income for the year
included in the Statement of Comprehensive Income by the weighted average number of ordinary shares
in issue during the year. The weighted average number of shares at the year end was 53,642,673 (2013:
53,642,673).
(h) Listing
The Company was incorporated on 11 January 2008 and was established in Jersey, Channel Islands under
the Jersey Listed Funds Regime.
(i)
The Company is listed on the Channel Islands Securities Exchange Ltd and trades on the London Stock
Exchange SETS QX Electronic Trading Service.
Reserves
Included in retained earnings are the following sub-categories:
Capital Reserve
The following are accounted for in this reserve:
- gains and losses on the sale of investments;
- realised and unrealised exchange differences on transactions of a capital nature;
- expenses and finance costs charged in accordance with the policies above; and
- increases and decreases in the valuation of investments held at the year end.
Revenue Reserve
(j)
The net income/(expense) arising in the revenue column of the Statement of Comprehensive Income is
added to or deducted from this reserve and is available for paying dividends.
New and Amended Standards effective on or after 1 October 2013 and Standards, Amendments and
Interpretations that are not yet effective and have not been early adopted by the Company
The following new standards or amendments to standards have been published and are applicable to and
mandatory for the Company for the year ended 30 September 2014.
- IFRS 13 – “Fair Value Measurement” - effective 1 January 2013
IFRS 13 defines fair value and sets out in a single IFRS a framework for measuring fair value and requires
disclosures about fair value measurement. The objective of the standard is to provide a clear and consistent
guidance for measuring fair value and addressing valuation uncertainty in markets that are no longer
active and also providing improved transparency of fair value measurements by requiring detailed
disclosures about fair values derived using models.
27
New City Energy
Limited
Annual Report and Accounts for the
year ended 30 September 2014
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2014
3. Significant Accounting Policies (continued)
(j)
New and Amended Standards effective on or after 1 October 2013 and Standards, Amendments and
Interpretations that are not yet effective and have not been early adopted by the Company (continued)
The following new relevant standards or amendments have been issued but are not yet effective and
have not been early adopted.
- IFRS 9 – “Financial Instruments” - effective 1 January 2018
IFRS 9 represents the first of a three part project to replace IAS 39 “Financial Instruments Recognition and
Measurement”. The objective of the standard is to enhance the ability of investors and other users of
financial information to understand the accounting of financial assets and to reduce complexity.
The Directors have not yet fully assessed the impact this new standard will have on the financial
statements but their initial opinion is that it will not be significant.
(k) Capital Risk Management
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue
as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to
maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Company may issue new shares or sell assets to
reduce debt.
The Company monitors capital on the basis of its net debt ratio. This ratio is calculated as net debt divided
by total capital. Net debt is calculated as total borrowings (including borrowings and trade and other
payables) as shown in the Statement of Financial Position less cash and cash equivalents. Total capital is
calculated as equity, as shown in the Statement of Financial Position, plus net debt.
The net debt ratio at 30 September was as follows:
Net debt
Total capital
Total equity
Net debt ratio
2014
£’000
2013
£’000
(3,518)
23,879
(5,384)
28,074
(14.73)%
(19.18)%
20,361
22,690
New City
Energy Limited
28
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2014
4. Geographical Analysis of Income, Assets and Liabilities
The Company’s management does not use segmental reporting to analyse its portfolios performance
by investment sector, as its holdings are all energy-related stocks. The Company’s management does
however analyse its income and investments on a geographical basis. A summary is provided below.
Income by location
2014
£’000
2013
£’000
Total investment income from equities and securities
1,094
1,261
Total income by location
1,097
1,263
Assets by location
2014
£’000
2013
£’000
23,740
27,831
2014
£’000
2013
£’000
(3,974)
(5,393)
-
Canada
Norway
Sweden
Australia
Europe
Bermuda
Global
Other
United Kingdom (Bank interest received)
-
Canada
Norway
Global
Australia
Asia
United Kingdom
USA
Falkland Islands
Sweden
Bermuda
Europe
Africa
Denmark
Indonesia
Argentina
Russia
Other *
Total assets by location
426
70
56
134
39
27
182
160
287
240
135
128
68
76
107
220
3
2
9,553
504
4,531
2,400
2,349
1,272
577
530
572
922
530
9,736
3,424
2,513
2,681
2,321
1,701
11
481
992
698
624
509
546
538
686
370
* refer to the investment portfolio on pages 9 to 11 for a more detailed breakdown.
Liabilities by location
United Kingdom
Total liabilities by location
(3,974)
(5,393)
Major customers
The Company regards its shareholders as customers as it relies on their funding for continuing operations
and meeting its objectives. The Company’s shareholding structure is not exposed to a significant
shareholder concentration. No shareholder held more than 10 per cent of the ordinary shares in issue at
30 September 2014 or 30 September 2013. There are no voting rights attached to the subscription shares.
At the date of signing the Financial Statements the Directors are aware that 10.73 per cent of the
Company’s net asset value attributable to holders of shares were held by Pershing Nominees Limited on
behalf of discretionary clients of Midas Investment Management Limited.
29
New City Energy
Limited
Annual Report and Accounts for the
year ended 30 September 2014
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2014
5. Income
Investment income – equities
Investment income – bonds
Total investment income
Bank interest received
Total income
2014
£’000
2013
£’000
1,094
3
1,261
2
595
499
1,097
414
847
1,263
6. Investment Management Fee and Investment Performance Fee
Investment management fee
2014
£’000
393
2013
£’000
652
The Investment Manager receives an annual fee at the rate of 1.375 per cent per annum of the
Company’s net asset value after adding back any accrued performance fees and bank borrowings. The
Investment Managers’ fee was reduced from 2 per cent per annum as from 1 January 2014.
The balance due to CQS for management fees at the year end was £26,337 (2013: £45,175).
In addition, the Investment Manager is entitled to a performance fee at the rate of 20 per cent of out
performance above an 8 per cent per annum hurdle with a high watermark provision. There are no
performance fees for the year to 30 September 2014 (2013: £nil). The performance fee is calculated and
paid annually based on the value of the Company at 30 September each year.
New City
Energy Limited
30
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2014
7. Other Expenses
Administration fee
Directors’ fees
Audit fee
Registrar fee
Printing
Legal & professional fees
Marketing & investor services
Directors’ & officers’ insurance
Depository fees
Other
Total other expenses
2014
£’000
2013
£’000
267
238
64
48
25
17
10
62
18
10
5
8
60
48
24
14
15
43
20
10
–
4
The Company has an agreement with R&H Fund Services (Jersey) Limited (the “Administrator”) to provide
administrative, compliance oversight and company secretarial services to the Company. Under the
administration agreement, the Administrator is entitled to a fee based on the gross asset value of the
Company. The fund administration fee is calculated as 0.1 per cent of gross assets up to £50 million and
0.05 per cent of gross assets in excess of £50 million with an overall minimum fee of £75,000 per annum
from 22 July 2014 (2013: £60,000) and an overall maximum fee of £115,000 per annum (2013: £100,000).
Total fees paid to the Administrator in the year are shown in note 17.
The Company has an agreement with Computershare Investor Services (Jersey) Limited (the “Registrar”)
to provide registrar services. Under the registrar agreement the Registrar will be entitled to a fixed fee of
£2,625 per quarter with additional discretionary charges for certain one-off projects, disbursements, etc.
On 22 July 2014 there was a reduction in the fees to £4 per Shareholder per annum subject to a
minimum fee of £8,000 and an Intra-Crest Fee of £0.25 per transfer. All other fees remain the same.
The total fees incurred under this agreement were £16,985 (2013: £14,220), of which £1,068 (2013: £875)
was outstanding at the year end.
The Company has an agreement with Indos Financial Limited (the “Depository”) to provide depository
services. Under this agreement the Depository is entitled to a monthly fee of £1,400 in respect of AIFMD
Depository-lite services plus one-off project and disbursement fees. The total fees incurred under this
agreement were £4,899 (2013: £nil) of which £1,599 (2013: £nil) was outstanding at the year end.
The remuneration paid to the Chairman, the highest paid Director, for the year was £20,000 (2013: £20,000).
The audit fee of £24,643 (2013: £23,450) includes an accrual of £23,825 (2013: £23,450) in respect of the
year end audit.
No pension contributions were payable in respect of any of the Directors.
The Company does not have any employees.
31
New City Energy
Limited
Annual Report and Accounts for the
year ended 30 September 2014
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2014
8. Dividends
Payment
date
£’000
-
Amounts recognised as distributions to equity
holders in the year to 30 September 2013:
First interim of 0.41p per ordinary share
Second interim of 0.41p per ordinary share
Third interim of 0.41p per ordinary share
Fourth interim of 0.67p per ordinary share
Register
date
4 January 2013
4 April 2013
28 June 2013
27 September 2013
31 January 2013
30 April 2013
30 June 2013
31 October 2013
220
220
220
359
-
Amounts recognised as distributions to equity
holders in the year to 30 September 2014:
First interim of 0.42p per ordinary share
Second interim of 0.42p per ordinary share
Third interim of 0.42p per ordinary share
Fourth interim of 0.78p per ordinary share
3 January 2014
28 March 2014
27 June 2014
26 September 2014
31 January 2014
30 April 2014
31 July 2014
31 October 2014
Total
Total
1,019
225
225
225
419
1,094
9. Return Per Ordinary Share
Ordinary share
2014
2014
Revenue Capital
pence pence
1.82p
(4.12)p
2014
Total
pence
(2.30)p
2013
Revenue
pence
2013
2013
Capital
Total
pence pence
2.17p (11.67)p (9.50)p
The revenue return per ordinary share is based on a net profit after tax of £976,985 (2013: £1,165,587) and
on a weighted average number of ordinary shares of 53,642,673 (2013: 53,642,673). The capital return per
ordinary share is based on a loss after taxation for the year of £2,211,069 (2013: £6,261,510) and on a weighted
average number of ordinary shares of 53,642,673 (2013: 53,642,673).
10. Investments Held At Fair Value Through Profit or Loss
Investments listed/quoted on a recognised stock exchange
Unquoted investments
Contracts for Difference
2014
£’000
21,472
2,288
(20)
23,740
2013
£’000
25,450
2,381
–
27,831
International Financial Reporting Standards (“IFRS”) 7 “Financial Instruments and Disclosures” and IFRS 13
Fair Value Measurements requires an analysis of investments valued at fair value based on the reliability
and significance of information used to measure their fair value. The level is determined by the lowest
(that is the least reliable or independently observable) level of input that is significant to the fair value
measurement for the individual investments in its entirety as follows:
- Level 1 – investments quoted in an active market (“unquoted shares”);
- Level 2 – investments whose fair value is based directly on observable current market prices or indirectly
being derived from market prices (“CFDs”);
- Level 3 – investments whose fair value is determined using a valuation technique based on assumptions
that are not supported by observable current market prices or based on observable market data
(“unquoted shares”).
New City
Energy Limited
32
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2014
10. Investments Held At Fair Value Through Profit or Loss (continued)
2014
Level 1 Level 2 Level 3
£’000
£’000
£’000
Total
£’000
Level 1
£’000
27,831
33,518
2013
Level 2 Level 3
£’000
£’000
28,487
(3,037)
-
4,036 32,523
(1,655) (4,692)
Movements in the year:
Purchases at cost
Conversions/transfers
Sales - proceeds
- realised losses on sales
(Decrease)/increase in
fair value adjustment
20,690
489
(24,006)
(481)
9,476
(12,405)
(4,192)
-
21,472
(20)
765 21,455
(489)
- (24,006)
(481)
Closing valuation
(670)
-
23,740
25,450
Closing book cost
Closing fair value adjustment
25,179
(3,707)
(20)
Opening book cost
Opening fair value adjustment
Opening valuation
Closing valuation
25,450
21,472
-
(20)
(20)
2,381
(369) (1,059)
2,288
35,608
(2,090)
4,312 29,491
(2,024) (5,751)
2,288
23,740
(947)
28,487
(3,037)
25,450
-
-
4,037
(1,527)
2,510
Total
£’000
39,645
(3,617)
36,028
9,476
- (12,405)
- (4,192)
-
(129)
2,381
(1,076)
-
4,036
(1,655)
32,524
(4,693)
-
2,381
27,831
27,831
The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period
during which the change has occurred. Transfers from Level 3 to Level 1 and vice versa occurred due to the
listing/delisting of companies during the year.
The following table shows the valuation techniques used in measuring Level 2 and 3 fair values, as well as the
significant unobservable inputs used.
Type
Unquoted
Investments
Contracts for
Difference
33
New City Energy
Limited
Valuation technique
Market comparison technique:
The instruments are valued with reference to an
independent pricing source taking into account
quotes from dealers and/or market makers. In the
absence of these sources the fair value is
determined by the Investment Adviser using a
variety of methods. These methods included
discounting latest or expected subscription
prices, discounting the last sales price,
discounting stale prices where no further market
information is available on the issuing entity and
discounting for lack of liquidity in the market.
Market comparison technique:
The fair values are based on broker quotes.
Similar contracts are traded in an active market
and the quotes reflect the actual transactions in
similar instruments.
Significant
unobservable inputs
Sensitivity to changes in significant
unobservable input
Weighted average
discount rate 73.9%
• The discount rate is reduced
Discount rate 62% - 100%
Not applicable
The estimated fair value would
increase if:
Not applicable
Annual Report and Accounts for the
year ended 30 September 2014
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2014
10. Investments Held At Fair Value Through Profit or Loss (continued)
The gains and losses included in the table above have all been recognised within the Statement of
Comprehensive Income on page 20. The Directors believe that the use of reasonable possible alternative
assumptions for its Level 3 holdings would not result in a valuation materially different from the valuation
included in these financial statements.
Losses on investments
Realised losses on disposal of non-derivative investments
Unrealised movement in fair value of non-derivative investments
Realised gain on contracts for difference
Losses on investments
2014
£’000
(481)
(1,059)
108
2013
£’000
(4,192)
(1,076)
-
(1,432)
(5,268)
2014
£’000
2013
£’000
Included in the fair value of investments held at fair value through profit or loss are £2,268,573 (2013:
£2,381,318) of investments which are unlisted and (£19,619) (2013: £nil) are held under CFDs.
11. Other Receivables
Prepayments
Dividends receivable
Accrued bond interest
Total other receivables
12
32
95
139
14
23
206
243
12. Bank Overdraft
At 30 September 2014 the Company had overdrawn cash positions totalling £3,458,110 (2013: £4,926,183)
through its credit facility with Credit Suisse Securities (Europe) Limited (“Credit Suisse”).
Interest paid on the overdraft is at the base rate of LIBOR plus 0.95 per cent.
As security for the overdraft, Credit Suisse hold by way of a fixed charge, any and all right, title and
interest to all cash held by a Credit Suisse entity (including cash held as Margin) and all assets other than
specified assets (whether or not held in an account, and including assets held as Margin); and by way of
a first floating charge, any and all right, title and interest in and to any covered agreement.
13. Other Payables
Dividend payable
Investment manager’s fee
Fund administration fee
Directors’ fees
Audit fee
Interest payable
Other fees payable
Total other payables
2014
£’000
2013
£’000
516
467
418
26
19
12
24
3
14
359
45
15
7
24
7
10
New City
Energy Limited
34
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2014
14. Stated Capital
Authorised
The authorised share capital of the Company is represented by an unlimited number of shares of no par
value.
Allotted, called up and fully-paid
Total issued share capital at 1 October 2012
Total issued share capital at 30 September 2013
Total issued share capital at 1 October 2013
Cancellation of shares
Total issued share capital at 30 September 2014
Number of
ordinary shares
Number of
subscription shares
53,642,673
24,107,550
53,642,673
£’000
24,107,550
27,340
Number of
ordinary shares
Number of
subscription shares
£’000
-
(24,107,550)
53,642,673
53,642,673
27,340
24,107,550
27,340
-
27,340
-
Each holder of ordinary shares is entitled to attend and vote at all annual general meetings that are held
by the Company. Each holder is also entitled to receive payment of a dividend should the Company
declare such a dividend payment.
Each subscription share conferred the right upon the shareholder to subscribe for one ordinary share at
70p following the issuance of the audited financial statements for each of the financial periods ending
30 September 2008 to 30 September 2014. On 10 February 2014, the Directors approved the cancellation
of the Subscription Shares and that they would be delisted from the Channel Islands Securities Exchange
Ltd.
Until the date of the delisting the holders of the subscription shares were not entitled to any right of
participation in the profits of the Company. On a return of capital on liquidation or otherwise, the assets of
the Company shall be applied in favour of the holders of the ordinary shares, and the holders of the
subscription shares were not entitled to payments. The holders of the subscription shares were not entitled
to any further right of participation in the assets of the Company. The holders of the subscription shares, by
virtue of or in respect of their holdings of subscription shares, had the right to receive notice of a general
meeting of the Company and to attend, speak and vote at a general meeting of the Company only if a
resolution is to be proposed abrogating, varying or modifying any of the rights or privileges of the holders
of the subscription shares and then only on such resolution. Whenever the holders of the subscription
shares were entitled to vote at a general meeting of the Company upon any resolution proposed at such
a general meeting, on a show of hands every holder thereof who was present in person or (being a
corporation) by a representative had one vote and on a poll every holder thereof who are present in
person or by proxy or (being a corporation) by a representative had one vote in respect of each ordinary
share for which he was entitled to subscribe pursuant to the subscription rights.
35
New City Energy
Limited
Annual Report and Accounts for the
year ended 30 September 2014
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2014
15. Reserves
Capital
Reserve
£’000
Revenue
Reserve
£’000
Total
Retained
Earnings
£’000
Balance as at 30 September 2013
(8,265)
3,615
(4,650)
Balance as at 30 September 2014
(10,477)
3,498
(6,979)
Balance as at 1 October 2012
Equity dividends declared during the year
Retained (loss)/profit for the year
Balance as at 1 October 2013
Equity dividends declared during the year
Retained (loss)/profit for the year
(2,004)
(6,261)
(8,265)
(2,212)
3,469
(1,019)
1,165
1,465
(1,019)
(5,096)
3,615
(1,094)
977
(4,650)
(1,094)
(1,235)
16. Financial Instruments
The Company’s financial instruments comprise its investments portfolio, cash balances, bank overdraft,
and receivables and payables that arise directly from its operations. As an investment company, the
Company holds a portfolio of financial assets in pursuit of its investment objective. The Company uses
flexible borrowings for short term purposes and to seek to enhance the returns to shareholders, when
considered appropriate by the Investment Adviser.
Investments held (see note 10) are valued at fair value. For listed securities this is either bid price or the last
traded price depending on the convention of the exchange on which the investment is listed. Unlisted
investments are valued by Directors on the basis of advice received from the Investment Adviser. The fair
value of all other financial assets and liabilities is represented by their carrying value in the Statement of
Financial Position shown on page 22.
The main risks that the Company faces arising from its financial instruments are:
(i)
(ii)
market price risk, being the risk that the value of investment holdings will fluctuate as a result of
changes in market prices caused by factors other than interest rate or currency rate movements;
interest rate risk, being the risk that the future cash flows of a financial instrument will fluctuate
because of changes in market interest rates;
(iii) foreign currency risk, being the risk that the value of investment holdings, investment purchases,
investments sales and income will fluctuate because of movements in currency exchange rates;
(iv) credit risk, being the risk that a counterparty to a financial instrument will fail to discharge an
obligation or commitment that it has entered into with the Company; and
(v) liquidity risk, being the risk that the bank may demand repayment of the overdraft or that the
Company may not be able to liquidate its investments on a timely basis.
New City
Energy Limited
36
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2014
16. Financial Instruments (continued)
The Company held the following categories of financial instruments as at 30 September:
Financial assets
Investment portfolio
Other receivables
Cash and cash equivalents
Financial liabilities
Bank overdraft
Other payables
2014
£’000
2013
£’000
23,740
139
456
27,831
243
9
3,458
516
4,926
467
(a) Market price risk
Market price risk arises mainly from uncertainty about future prices of financial instruments held. It
represents the potential loss the Company might suffer through holding market positions in the face of
price movements. More than 70 per cent of the Company’s portfolio is invested in energy related
companies. Stock selection is based on disciplined accounting, market and sector analysis. An
appropriate spread of investments is held in this sector across different countries and companies involved
in the exploration and development of new energies and energy production. The Investment Adviser
actively monitors market prices throughout the financial year and reports to the Board, which meets
regularly in order to consider investment strategy. Investment and portfolio performance are discussed in
more detail in the Investment Adviser’s Report.
If the investment portfolio valuation fell 10 per cent at 30 September 2014 (2013: 10 per cent), the impact
on the profit or loss and the net asset value would have been negative £2.4 million (2013: negative £2.8
million). If the investment portfolio valuation rose by the same amount, the effect would have been equal
and opposite. The calculations are based on the portfolio valuation at the reporting date and are not
representative of the period as a whole, and may not be reflective of future market conditions.
(b) Interest rate risk
Financial assets
Bond and preference share yields, and their prices, are determined by market perception as to the
appropriate level of yields given the economic background. Key determinants include economic growth
prospects, inflation, the Government’s fiscal position, short term interest rates and international market
comparisons. The Investment Adviser takes all these factors into account when making any investment
decisions as well as considering the financial standing of the potential investee company.
Returns from bonds and preference shares are fixed at the time of purchase, as the fixed coupon
payments are known, as are the final redemption proceeds. Consequentially, if a bond is held until its
redemption date, the total return achieved is unaltered from its purchase date. However, over the life of
a bond the market price at any given time will depend on the market environment at that time.
Therefore, a bond sold before its redemption date is likely to have a different price to its purchase level
and a profit or loss may be incurred. Interest rate risk on fixed interest instruments is considered to be part
of market price risk as disclosed above.
37
New City Energy
Limited
Annual Report and Accounts for the
year ended 30 September 2014
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2014
16. Financial Instruments (continued)
The table below summarises the Company’s exposure to interest rate risks. It includes the Company’s
assets and liabilities at fair values:
** floating rate and due within 1 month
** fixed interest investments are separately disclosed below
2014
Interest
bearing *
£’000
2014
Non-interest
bearing
£’000
2014
Total
£’000
Liabilities
Bank overdraft
Other payables
456
456
23,740
139
23,879
23,740
139
456
24,335
(3,458)
-
(516)
(3,458)
(516)
Total interest sensitivity gap
(3,002)
23,363
20,361
Assets
Investments designated at fair value through profit or loss **
Other receivables
Cash and cash equivalents
Total assets
Total liabilities
(3,458)
(516)
(3,974)
2013
Interest
bearing *
£’000
2013
Non-interest
bearing
£’000
Liabilities
Bank overdraft
Other payables
9
9
27,831
243
28,074
27,831
243
9
28,083
(4,926)
-
(467)
(4,926)
(467)
Total interest sensitivity gap
(4,917)
27,607
22,690
Assets
Investments designated at fair value through profit or loss **
Other receivables
Cash and cash equivalents
Total assets
Total liabilities
(4,926)
(467)
2013
Total
£’000
(5,393)
Floating rate
When the Company retains cash balances they are held in floating rate deposit accounts. The
benchmark rate which determines the interest payments received on interest bearing cash balances is
the bank base rate for the relevant currency for each deposit.
Financial liabilities
The Board sets borrowing limits to ensure gearing levels are appropriate to market conditions and reviews
these on a regular basis. If LIBOR increased by 0.5 per cent, the impact on the profit or loss would have
been a loss of £15,010 (2013: £24,585). If LIBOR decreased by 0.5 per cent, the impact on the profit or loss
would have been equal and opposite. The calculations are based on net debt as at the respective
reporting dates and are not representative of the year as a whole.
At the year end, the Company had borrowings of £3.5 million (2013: £4.9 million) in place with Credit
Suisse. The Company may utilise the bank overdraft to meet any liabilities due. The Company has
borrowed in sterling at the variable rate of LIBOR + 0.95 per cent. The facility is repayable on demand.
New City
Energy Limited
38
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2014
16. Financial Instruments (continued)
Fixed rate
The Company holds fixed interest investments and has fixed interest liabilities.
Assets:
Fixed income securities
Preference shares
2014
£’000
4,044
572
2014
2014
Weighted
Weighted average period
average
for which the
interest
rate is fixed
rate %*
(years)
9.57
9
7.71
n/a
2013
£’000
8,161
538
2013
Weighted
average
interest
rate %*
10.41
9
2013
Weighted
average period
for which the
rate is fixed
(years)
4.38
n/a
* The weighted average interest rate is based on the current yield of each asset, weighted by their market value.
(c) Foreign currency risk
The Company invests in overseas securities and may hold foreign currency cash balances which give rise to currency
risks. It is not the Company’s policy to hedge this risk on a continuing basis but it may do so from time to time.
Currency exposure at 30 September was as follows:
Sterling
Canadian Dollar
Australian Dollar
US Dollar
Norwegian Kroner
Swedish Kroner
Euro
Total
2014
Investments
£’000
2014
Other net
2014
current
Cash (liabilities)/assets
£’000
£’000
3,992 (2,169)
11,737 (1,144)
3,077
52
3,620
372
780 (145)
534
31
1
23,740 (3,002)
2014
Total
£’000
2013
Investments
£’000
2013
Cash
£’000
(377) 20,361
27,831
9
(504)
38
24
58
7
-
1,319
10,631
3,153
4,050
635
572
1
3,591
13,014
3,542
5,281
1,757
646
-
1
7
1
2013
Other net
current assets/
(liabilities)
£’000
2013
Total
£’000
(5,343) (1,751)
22 13,043
24 3,566
107 5,388
24 1,781
16
662
1
(5,150) 22,690
In accordance with the Company’s policy, the Investment Manager monitors the Company’s currency position on
a daily basis and the Board of Directors reviews it periodically.
If the value of sterling had weakened against each of the currencies in the portfolio by 5 per cent, the impact on
the profit or loss and the net asset value would have been positive £952,100 (2013: positive £1.2 million). If the value
of sterling had strengthened by the same amount the effect would have been equal and opposite. The
calculations are based on the portfolio valuation and accrued income balances at the reporting date and are
not representative of the period as a whole and may not be reflective of future market conditions.
(d) Credit risk
Credit risk is the risk that a counterparty to a financial instrument will fail to discharge an obligation
or commitment that it has entered into with the Company. The Investment Manager has in place a
monitoring procedure in respect of counterparty risk which is reviewed on an ongoing basis. The carrying
amounts of financial assets best represent the maximum risk exposure at the reporting date.
At the reporting date, the Company’s financial assets exposed to credit risk amounted to the following:
Investments
Cash and cash equivalents
Other receivables
2014
£’000
23,740
456
139
24,335
2013
£’000
27,831
9
243
28,083
Included within investments are contracts for difference which are derivatives. The value of these
investments as at 30 September 2014 is (£19,619) (2013: £nil). Risks may arise as a result of the failure of a
39
New City Energy
Limited
Annual Report and Accounts for the
year ended 30 September 2014
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2014
16. Financial Instruments (continued)
(d) Credit risk (continued)
counterparty to the contract to comply with the terms of the CFD contract. The loss incurred by the
failure of the counterparty is generally limited to the aggregate fair value of CFD contracts in an
unrealised gain position as well as any collateral held with the counterparty.
As the contracts held at the year end were with Credit Suisse, the risk is mitigated by having a prime
brokerage agreement between the Company and the counterparty.
The Company only settles investments through its prime broker agreement with Credit Suisse, the Company’s
custodian. Credit Suisse is allowed to hypothecate some of the Company’s investments under the terms of its
prime brokerage agreement with them. The limit is set at a maximum of 100 per cent of the US Dollar equivalent of
the Company’s indebtedness. All cash held by the Company is also held by Credit Suisse. Credit Suisse has been
approved by the Investment Adviser as an acceptable counterparty. Credit Suisse currently hold a Standard and
Poors long term counterparty credit rating of A-, as at 15 December 2014.
Bankruptcy or insolvency of the custodian may cause the Company’s rights with respect to the cash and securities
held by the custodian to be delayed or limited.
Should the credit quality or the financial position of Credit Suisse deteriorate significantly the Investment Adviser will
move the cash holdings to another bank.
The Company did not have any exposure to any financial assets which were past due or impaired as at
30 September 2013 and as at 30 September 2014.
There were no significant concentrations of credit risk to counterparties at 30 September 2014. No individual
investment exceeded 10.13 per cent (2013: 10.23 per cent) of the net assets attributable to the Company’s
shareholders at 30 September 2014.
(e) Liquidity risk
The Company’s financial instruments include investments which are not traded in an organised public market and
which generally may be illiquid. As a result, the Company may not be able to liquidate these investments at an
amount close to their fair value. The Company’s listed securities are considered to be readily realisable.
At the reporting date, the Company’s investments were categorised as follows:
Listed/quoted on a recognised investment exchange
Unquoted
Contracts for difference
2014
£’000
21,472
2,288
(20)
23,740
2013
£’000
25,450
2,381
–
27,831
The Company’s liquidity risk is managed on an ongoing basis by the Investment Adviser in accordance
with policies and procedures in place as described in the Directors’ Report. The Company’s overall
liquidity risks are monitored on a quarterly basis by the Board. The Company maintains sufficient cash, has
a short term overdraft facility and readily realisable securities to pay accounts payable and accrued
expenses. The Company also maintains sufficient cash and readily realisable securities to meet any
demand repayment on its overdraft facility. All of the Company’s liabilities are due within one year. The
payment flows on CFDs are usually netted against each other, with the difference being paid by one
party to the other. Therefore amounts required for the future satisfaction of the contract may be greater
or less than the amount recorded. Liquidity on CFD positions is managed with reference to the liquidity of
the underlying positions as this determines the Company’s ability to unwind the derivative.
In addition, the Company’s liquidity management policy involves projecting cash flows in major
currencies and considering the level of liquid assets necessary to meet these: monitoring Statement of
Financial Position liquidity ratios against internal and external regulatory requirements; and maintaining
debt financing plans.
New City
Energy Limited
40
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2014
17. Related Parties Transactions and Balances
Parties are considered to be related if one party has the ability to control the other party or exercise
significant influence over the other party in making financial or operational decisions.
Investment Manager
Details of the fee arrangements with the Investment Manager are disclosed in note 6.
Secretarial and administration fee
The Company has engaged the services of R&H Fund Services (Jersey) Limited (“R&H”) to provide
secretarial and administrative services. Graeme Ross and Craig Stewart, Directors of the Company, are
also directors and shareholders of R&H. Total Company administration fees for the year amounted to
£63,781 (2013: £60,000), with outstanding accrued fees of £18,904 (2013: £15,123) at the end of the year.
Board of Directors’ remuneration
The Company had four Directors during the year. Total remuneration paid to Directors for the year
amounted to £47,500 (2013: £47,500), with outstanding accrued fees of £11,875 (2013: £6,875) at the end
of the year. For the full analysis of the fees charged by each Director, please refer to page 17. All
remuneration was in the form of cash.
The Directors’ interests in the Company are disclosed on page 13.
Total expenses incurred from above transactions are disclosed in notes 6 and 7.
18. Events After The Reporting Date
There were no material post balance sheet events.
41
New City Energy
Limited
Annual Report and Accounts for the
year ended 30 September 2014
NOTICE OF ANNUAL GENERAL MEETING
FOR THE YEAR ENDED 30 SEPTEMBER 2014
Notice is hereby given that the seventh Annual General Meeting (“AGM”) of New City Energy Limited will be held at
Ordnance House, 31 Pier Road, St Helier, Jersey, JE4 8PW at 2pm on 18 March 2015 to consider the following resolutions:Ordinary Business
As ordinary business, to consider and, if thought fit, pass the following resolutions which will be proposed as Ordinary
Resolutions:
1. To receive the Report of the Directors and the financial statements of the Company for the year ended 30 September
2014, together with the auditor’s report thereon.
2. That KPMG Channel Islands Limited, Chartered Accountants, be re-appointed as Auditor and that the Directors be
authorised to determine their remuneration.
3. To approve the Directors’ Remuneration Report for the year ended 30 September 2014.
4. That, pursuant to Article 46.1 of the Company, the Directors shall extend the life of the Company from the eighth anniversary
of the First Closing Date until the next annual general meeting of the Company when a further extension will be sought.
5. That ordinary shares (the “new shares”) may be issued by the Company in one or more tranches over a period from the
date of the AGM to the next AGM of the Company, at a premium over the net asset value per share and that such issue
of new shares is approved in accordance with Article 7.1 of the Company’s articles of association.
Special Business
As special business to consider and, if thought fit, pass the following resolution which will be proposed as a Special Resolution:
6. That the Company be and is hereby generally and unconditionally authorised, pursuant to and in accordance with Article 57
of the Companies (Jersey) Law, 1991 (as amended) (the “Law”) to make market purchases of its own ordinary shares in the
capital of the Company (the “ordinary shares”) on such terms and in such manner as the Directors of the Company shall from
time to time determine, provided that:
(a) the maximum aggregate number of ordinary shares hereby authorised to be purchased shall be such number as
represents 14.99 per cent of the aggregate number of ordinary shares in issue as at 18 March 2015;
(b) the minimum price which may be paid for an ordinary share shall be 1p;
(c) the maximum price exclusive of any expenses which may be paid for an ordinary share is an amount equal to the
higher of 5% above the average of the middle market quotations for an ordinary share as derived from the London
Stock Exchange for the five business days immediately preceding the date on which such ordinary share is contracted
to be purchased;
(d) the authority hereby conferred shall expire on 18 months from the date of this Special Resolution, unless previously
revoked, varied or renewed by the Company in general meeting;
(e) the Company may at any time prior to the expiry of such authority make a contract or contracts to purchase ordinary
shares under such authority which will or might be completed or executed wholly or partly after the expiration of such
authority and may make a purchase of ordinary shares in pursuance of any such contract or contracts;
(f) the Directors of the Company provide a statement of solvency in accordance with Articles 53-57 of the Law; and
(g) such shares are required for cancellation.
By Order of the Board
For R&H Fund Services (Jersey) Limited
Company Secretary
Ordnance House
31 Pier Road
St Helier
Jersey JE4 8PW
Dated: 19 December 2014
Proxies:
1. Any member entitled to attend and vote is entitled to appoint a proxy to attend, and, on a poll, to vote in their stead. A
proxy need not also be a shareholder.
2. A member may appoint a proxy of their own choice. If such an appointment is made, delete the words “the Chairman of
the Meeting” and insert the name of the person appointed proxy in the space provided.
3. In the case of joint holders, the signatures of one of the holders will suffice but the names of the joint holders must be
stated.
4. To be valid, this form of proxy must reach Computershare Investor Services Limited, The Pavilions, Bridgwater Road, Bristol,
BS99 6ZH at least 48 hours before the Meeting.
New City
Energy Limited
42
43
New City Energy
Limited
Annual Report and Accounts for the
year ended 30 September 2014
#
FORM OF PROXY
NEW CITY ENERGY LIMITED
To be used for the seventh Annual General Meeting (“AGM”) of the above named Company to be held at Ordnance
House, 31 Pier Road, St Helier, Jersey, JE4 8PW at 2pm on 18 March 2015. For the use of holders of ordinary shares.
I/We .....................................................................................................................................................................................................
(Please use block letters)
of .........................................................................................................................................................................................................
being (a) Member(s) of New City Energy Limited hereby appoint the Chairman of the meeting, failing whom
...................................................................................................................................................................................... (see Note(1))
As my/our proxy to vote for me/us on my/our behalf at the seventh Annual General Meeting of the Company to be
held at Ordnance House, 31 Pier Road, St Helier, Jersey, Channel Islands, JE4 8PW on 18 March 2015 and at any adjournment
thereof.
I/We hereby authorise and instruct my/our said proxy to vote as indicated above on the resolution to be proposed at such
Meeting. Unless otherwise directed the proxy will vote or abstain from voting as he thinks fit.
ORDINARY RESOLUTIONS
1.
To receive the Report of the Directors and the financial statements of the Company
for the year ended 30 September 2014, together with the auditor’s report thereon.
2.
That KPMG Channel Islands Limited, Chartered Accountants, be re-appointed as
Auditor and that the Directors be authorised to determine their remuneration.
3.
To approve the Directors’ Remuneration Report for the year ended 30 September 2014.
4.
That, pursuant to Article 46.1 of the Company, the Directors shall extend the life of the Company from
the eighth anniversary of the First Closing Date until the next annual general meeting of the Company,
when a further extension will be sought.
5.
That ordinary shares (the “new shares”) may be issued by the Company in one or more tranches
over a period from the date of the AGM to the next AGM of the Company, at a premium over
the net asset value per share and that such issue of new shares is approved in accordance with
Article 7.1 of the Company’s articles of association.
SPECIAL RESOLUTION
6.
That the Company be and is hereby generally and unconditionally authorised, pursuant to and in
accordance with Article 57 of the Companies (Jersey) Law, 1991 (as amended) (the “Law”) to
make market purchases of its own ordinary shares in the capital of the Company (the “ordinary
shares”) on such terms and in such manner as the Directors of the Company shall from time to time
determine, provided that:
FOR
AGAINST
FOR
AGAINST
ABSTAIN
(NOTE 6)
ABSTAIN
(NOTE 6)
(a) the maximum aggregate number of ordinary shares hereby authorised to be purchased shall
be such number as represents 14.99 per cent of the aggregate number of ordinary shares in issue as
at 18 March 2015;
(b) the minimum price which may be paid for an ordinary share shall be 1p;
(c) the maximum price exclusive of any expenses which may be paid for an ordinary share is an
amount equal to the higher of 5% above the average of the middle market quotations for an
ordinary share as derived from the London Stock Exchange for the five business days immediately
preceding the date on which such ordinary share is contracted to be purchased;
(d) the authority hereby conferred shall expire on 18 months from the date of this Special
Resolution, unless previously revoked, varied or renewed by the Company in general meeting;
(e) the Company may at any time prior to the expiry of such authority make a contract or
contracts to purchase ordinary shares under such authority which will or might be completed or
executed wholly or partly after the expiration of such authority and may make a purchase of
ordinary shares in pursuance of any such contract or contracts;
(f) the Directors of the Company prove a statement of insolvency in accordance with Articles 53-57
of the Law; and
(g) such shares are required for cancellation.
New City
Energy Limited
44
FORM OF PROXY (CONTINUED)
NEW CITY ENERGY LIMITED
Dated this ........................................................................day of ......................................................2014/2015
Signature(s)............................................................................................................................................................
NOTES:
(1)
(2)
(3)
(4)
(5)
(6)
45
If you wish to appoint as your proxy some person other than the Chairman of the Meeting please insert in BLOCK
CAPITALS the full names of the person of your choice, delete the words (“Chairman of the Meeting, failing whom” and
initial the amendment).
This proxy (and the Power of Attorney or other authority, if any, under which it is signed or a notarially certified or office
copy thereof) must be deposited with the Company’s Registrar (Computershare Investor Services Limited,
The Pavilions, Bridgwater Road, Bristol, BS99 6ZH) not less than 48 hours before the time appointed for
the holding of the Meeting.
If the appointer is a Corporation this Proxy must be executed under its Common Seal or under the hand of some
Officer or Attorney duly authorised in that behalf.
In the case of joint holders, the signatures of one of the holders will suffice but the names of the joint holders must
be stated.
Pursuant to Article 40 of the Companies (Uncertificated Securities) (Jersey) Order 1999, the Company has specified
that only those shareholders registered on the register of members of the Company as at 6.00pm on 16 March 2015
or in the event that the meeting is adjourned, on the register of members 48 hours before the time of the
meeting, shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their
name at that relevant time. Changes to entries on the register of members after 6.00 pm on 16 March 2015, or in the
event that the meeting is adjourned to a later time, on the register of members 48 hours before the time of any
adjourned meeting, shall be disregarded in determining the rights of any person to attend and vote at the meeting.
The ‘Abstain’ option is provided to enable you to abstain on the resolutions. However, it should be noted that a vote
abstained is not a vote in law and will not be counted in the calculation of the proportion of votes (For) and (Against)
the resolutions.
New City Energy
Limited
Annual Report and Accounts for the
year ended 30 September 2014
New City
Energy Limited
46
CORPORATE INFORMATION
Board of Directors:
David Norman (Chairman)
Douglas Breen
Graeme Ross
Craig Stewart
Registered Number:
99739
Registered Address:
Ordnance House
31 Pier Road
St Helier
Jersey JE4 8PW
Investment Manager:
CQS Cayman Limited Partnership
PO Box 309
Ugland House
South Church Street
George Town, KY1-1104
Grand Cayman
Cayman Islands
Investment Adviser:
* New City Investment Managers
5th Floor
33 Grosvenor Place
London SW1X 7HY
Administrator and Company Secretary:
R&H Fund Services (Jersey) Limited
Ordnance House
31 Pier Road
St Helier
Jersey JE4 8PW
Registrar:
Computershare Investor Services
(Jersey) Limited
Queensway House
Hilgrove Street
St Helier
Jersey JE1 1ES
Custodian and Bankers:
Credit Suisse Securities (Europe) Limited
1 Cabot Square
London EC2Y 5AB
Depository:
Indos Financial Limited
25 North Row
London W1K 6DJ
Legal Advisers in Jersey:
Ogier
Ogier House
The Esplanade
St Helier
Jersey JE4 9WG
Legal Advisers in London:
MacLay, Murray & Spens LLP
One London Wall
London EC2Y 5AB
*Trading name for CQS Asset Management Limited
47
CORPORATE INFORMATION (CONTINUED)
Independent Auditor:
KPMG Channel Islands Limited
37 Esplanade
St Helier
Jersey JE4 8WQ
Financial Adviser and Corporate Broker:
Cantor Fitzgerald Europe
One Churchill Place
Canary Wharf
London E14 5RB
Stock Exchange:
Channel Islands Securities Exchange Ltd
1 Lefebvre Street
St Peter Port
Guernsey GY1 4PJ
Market Makers:
Canaccord Genuity Limited
Winterflood Securities
Cantor Fitzgerald Europe L.P.
Shore Capital Stockbrokers Limited
LCF Ed. De Rothschild Securities
Website:
www.ncim.co.uk
SEDOL:
B2PKXF4 (Ordinary Shares)
B2PKXH6 (Subscription Shares)
LSE Trading Tickers:
NCE LN (Ordinary Shares)
NCEA LN (Subscription Shares)
48
49
New City Energy
Limited
Annual Report and Accounts for the
year ended 30 September 2014