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Crown Asia-Pacific Private Equity III plc Annual report and audited financial statements For the year ended 31 December 2015 Registered number: 543220

Crown Asia-Pacific Private Equity III plc · Vintage year 2014 Commitment period: Start date End date 25 July 2014 25 January 2021 Fund expiry date 25 July 2026 Extension periods

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  • Crown Asia-Pacific Private Equity III plc

    Annual report and audited financial statementsFor the year ended 31 December 2015Registered number: 543220

  • This document is for information only and is not an offer to sell or an invitation to invest. In particular, it does not constitute an offer or solicitation in any jurisdiction where it is unlawful or where the person making the offer or solicitation is not qualified to do so or the recipient may not lawfully receive any such offer or solicitation. It is the respon-sibility of any person in possession of this document to inform themselves of, and to observe, all applicable laws and regulations of relevant jurisdictions. The information and any opinions contained herein have been obtained from or are based on sources, which are believed to be reliable, but their accuracy cannot be guaranteed. No responsibility can be accepted for any consequential loss from this information. Performance numbers shown are records of past performance and as such do not guarantee future perfor-mance.

  • Table of contents | Annual report 2015 | Crown Asia-Pacific Private Equity III plc 3

    Table of contents

    Directors and other information 4

    Background to the Company 5

    Investment Advisor’s report 6

    Directors’ report 9

    Depositary’s report 13

    Independent Auditors’ report 15

    Statement of comprehensive income 17

    Balance sheet 18

    Statement of changes in net assets attributable to shareholders 19

    Cash flow statement 20

    Notes to the financial statements 21

    Portfolio of investments 38

  • 4 Crown Asia-Pacific Private Equity III plc | Annual report 2015 | Directors and other information

    Directors and other information

    1 Following the acquisition by BNP Paribas Securities Services S.C.A. of Credit Suisse AG’s prime fund services business (including some affiliates), depositary services are performed by BNP Paribas Securities Services, Dublin Branch, with effect from 1 June 2015

    Board of DirectorsUrs Gaehwiler (Swiss)Paul Garvey (Irish)Robert Schlachter (Swiss)Tycho Sneyers (Belgian)Desmond Tobin (Irish)

    Independent DirectorKonrad Baechinger (Swiss)

    Investment Advisor and Sub-DistributorLGT Capital Partners LimitedSchuetzenstrasse 68808 PfaeffikonSwitzerland

    Main contacts:Tycho SneyersRobert Schlachter

    Alternative Investment Fund Manager and DistributorLGT Capital Partners (Ireland) LimitedThird Floor30 Herbert StreetDublin 2Ireland

    Main contact:Brian Goonan

    Administrator/Transfer AgentLGT Fund Managers (Ireland) LimitedThird Floor30 Herbert StreetDublin 2Ireland

    Main contact:Paul Garvey

    Depositary1

    BNP Paribas Securities Services, Dublin BranchTrinity Point10–11 Leinster Street SouthDublin 2Ireland

    Secretary and Registered OfficeLGT Fund Managers (Ireland) LimitedThird Floor30 Herbert StreetDublin 2Ireland

    Main contact:Kathryn O’Driscoll

    Independent AuditorsPricewaterhouseCoopersChartered Accountants and Statutory Audit FirmOne Spencer DockNorth Wall QuayDublin 1Ireland

    Legal Advisor and Listing SponsorMaples and CalderSolicitors75 St. Stephen’s GreenDublin 2Ireland

    Irish Paying AgentLGT Bank (Ireland) LimitedThird Floor30 Herbert StreetDublin 2Ireland

  • Background to the Company | Annual report 2015 | Crown Asia-Pacific Private Equity III plc 5

    Background to the Company

    The following information is derived from and should be read in conjunction with the full text and definitions section of Crown Asia-Pacific Private Equity III plc’s (“Crown Asia-Pacific Private Equity III”, “CAPE III”, or the “Company”) prospectus (the “Prospec-tus”).

    Structure

    Fund size USD 300.2 million

    Date of incorporation 30 April 2014

    Initial closing date 25 July 2014

    Vintage year 2014

    Commitment period: Start date End date

    25 July 2014

    25 January 2021

    Fund expiry date 25 July 2026

    Extension periods up to three one-year extensions

    The Company is a closed-ended investment company with variable capital, incorporated on 30 April 2014 with limited liability under the laws of Ireland. The Company was authorized by the Central Bank of Ireland on 10 July 2014 pursuant to the provisions of Part XIII of the Companies Act, 1990 and had the initial closing on 25 July 2014.

    On 3 June 2014, the Company was approved as an alternative invest-ment fund (“AIF”) under EU Directive 2011/61/EU on Alternative Investment Fund Managers (“AIFMD”). The principal aim of AIFMD is to establish minimum standards and common requirements across the EU member states for the authorization and supervision of the managers of alternative investment funds (“AIFMs”).

    The Prospectus was reissued on 29 May 2015 with an application made to the Irish Stock Exchange for 4,800 Class L Shares (listed) of the Company to be admitted to the Official List and trading on the Main Securities Market of the Irish Stock Exchange on 10 July 2015.

    Investment objectiveThe investment objective of the Company is to provide participating shareholders with an attractive long-term capital appreciation from a diversified portfolio of private equity investments mainly focussed on the Asia-Pacific Region.

    The Company shall invest or commit: (i) no more than 100% of sub-scribed capital in private equity investments; (ii) no more than 25% of subscribed capital in secondary private equity transactions; (iii) no more than 25% of subscribed capital in co-investments; (iv) no more than 20% of subscribed capital in any single private equity invest-ment; and (v) no more than 10% of subscribed capital to private equity investments focussing on investments outside of the Asia- Pacific Region.

  • 6 Crown Asia-Pacific Private Equity III plc | Annual report 2015 | Investment Advisor’s report

    1 Related party investors are grouped for reporting purposes2 Based on the latest available financial statements from the underlying private equity funds, i.e. primarily 30 September 2015

    Investment Advisor’s report

    Portfolio structure as of 31 December 2015

    Investors Fund of fundsPrivate equityfunds

    Participationsin companies

    221 investors

    6 secondary transactions (15 private equity funds)

    4 co-investments

    11 primary investments

    1762 companies

    CAPE III

    NAV summaryAs of 31 December 2015, CAPE III’s net asset value (“NAV”) amounted to USD 73.3 million, an increase of USD 68.7 million compared to the period ended 31 December 2014.

    Portfolio structure

    Portfolio review at investment level

    CommitmentsCAPE III has committed USD 165.0 million (67.6% of total commit-ments) to 11 primary private equity investments, USD 57.7 million (23.6% of total commitments) to six secondary transactions compris-ing 15 private equity funds and USD 21.5 million (8.8% of total com-mitments) to four co-investments. The total commitments of USD 244.2 million amount to 81.3% of the investors’ total subscribed capital of USD 300.2 million.

  • Investment Advisor’s report | Annual report 2015 | Crown Asia-Pacific Private Equity III plc 7

    Small/middlemarket buyout

    35%

    Growth capital43%

    Venture capital20%

    Special situations2%

    201555%

    20169%

    201423%

    20052%

    20072%2008 3%

    2012 2%2013 4%

    South Korea8%

    India31%

    Pan-Asian 7%

    China29%

    South-East Asia10%

    Global9%

    Australia/New Zealand 3%

    Singapore1%

    Other2%

    Primary investments67%

    Secondary transactions24%

    Co-investments9%

    1 Based on CAPE III’s investments in private equity2 Based on the stated geographical investment focus of the private equity funds

    Vintage years

    Investment type Stage

    Geography2

    Commitments structure1

  • 8 Crown Asia-Pacific Private Equity III plc | Annual report 2015 | Investment Advisor’s report

    Industrials (20)15%

    Telecommunication services (50)4% Consumer discretionary (25)

    19%

    Utilities (55)11%

    Health care (35)11%

    Information technology (45)11%

    Consumer staples (30)10%

    Financials (40)9%

    Other (99)2%

    Materials (15)8%

    China46%

    India28%

    South Korea9%

    Indonesia 3%Singapore 2%

    Vietnam 2%

    Other10%

    1 Based on the latest available financial information from the underlying private equity funds, i.e. primarily 30 September 20152 Geography refers to the location of the company’s head office3 Fair market value (“FMV”) refers to the valuations ascribed to the various portfolio companies of the underlying private equity funds4 The industry classifications of the underlying companies are based on the Global Industry Classification Standard (GICS). The respective GICS-code for each sector is disclosed in brackets

    Portfolio review at company level1 CAPE III has indirectly invested in 176 companies of which 164 are still active and 12 have been fully realized.

    CAPE III has a specific geographical focus on the Asia-Pacific region but no industrial target allocation. It seeks broad diversification across this dimension.

    Investment activityDuring the year, CAPE III committed USD 110.0 million to eight primary investments, USD 47.7 million to five secondary transactions comprising 14 private equity funds, and USD 21.5 million to four co- investments.

    This brings the total commitment level of CAPE III to USD 244.2 mil-lion or 81.3% of subscribed capital.

    LGT Capital Partners LimitedPfaeffikon, Switzerland

    Tycho Sneyers

    Robert Schlachter

    25 February 2016

    Diversification by geography2 (FMV)3

    Diversification by industry (GICS)4

    (FMV)3

  • Directors’ report | Annual report 2015 | Crown Asia-Pacific Private Equity III plc 9

    Directors’ report

    The Directors submit their report together with the audited financial statements which comprise the statement of comprehensive income, balance sheet, statement of changes in net assets attributable to shareholders, the cash flow statement, the portfolio of investments and the related notes for the year ended 31 December 2015 which may be available on the website of LGT Capital Partners Limited and/or any regulatory website as may be required by law and/or regula-tions. In addition the AIFMD disclosure provisions of Article 13 of the Directive 2011/61/EC (in particular Annex II) and European Securities and Markets Authority’s (“ESMA”) “Guidelines on sound remu-neration policies under AIFMD” have been applied at the level of the Management Company and disclosures regarding remuneration policy will be available on the website of LGT Capital Partners Limited.

    Statement of Directors’ responsibilitiesThe Directors are responsible for preparing the Directors’ report and the financial statements in accordance with Irish law.

    Irish law requires the Directors to prepare financial statements for each financial year that give a true and fair view of the Company’s assets, liabilities and financial position as at the end of the financial year and of the profit or loss of the Company for the financial year. Under that law the Directors have prepared the financial statements in accordance with International Financial Reporting Standards, as adopted by the European Union.

    Under Irish law, the Directors shall not approve the financial state-ments unless they are satisfied that they give a true and fair view of the Company’s assets, liabilities and financial position as at the end of the financial year and the profit or loss of the Company for the finan-cial year.

    In preparing these financial statements, the Directors are required to: select suitable accounting policies and then apply them consis-tently;

    make judgments and estimates that are reasonable and prudent; state whether the financial statements have been prepared in accordance with applicable accounting standards and identify the standards in question, subject to any material departures from those standards being disclosed and explained in the notes to 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: correctly record and explain the transactions of the Company; enable, at any time, the assets, liabilities, financial position and profit or loss of the Company to be determined with reasonable accuracy; and

    enable the Directors to ensure that the financial statements comply with the Companies Act 2014 and enable those financial state-ments to be audited.

    The Directors are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

    Under the Central Bank of Ireland’s AIF Rulebook the AIF shall entrust its assets to a depositary for safe keeping.

    The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in Ireland governing the preparation and dissem-ination of financial statements may differ from legislation in other jurisdictions. Notwithstanding anything else contained in this report, the Directors are not responsible for the maintenance and integrity of the annual report and audited financial statements for the year ended 31 December 2015 which may be included on any regulatory author-ity website as may be required by law and/or regulations.

    Furthermore, if users of this annual report and audited financial state-ments are concerned with the inherent risks arising from electronic data communications, they are advised to refer to the hard copy of the annual report and audited financial statements to confirm the infor-mation included in the annual report and audited financial statements presented on either the website of LGT Capital Partners Limited and/or any regulatory authority.

    The Company’s audited financial statements will be submitted to the Central Bank of Ireland and the Companies Announcements Services of the Irish Stock Exchange (the “ISE”). Any updated version of the Prospectus (to include all audited annual financial statements of the Company) may be published in accordance with Part 8 of the Prospec-tus (Directive 2003/71/EC) Regulations 2005 on the website of the Central Bank of Ireland and be deemed available to the public accord-ingly.

    Responsibility statementIn accordance with the Transparency (Directive 2004/109/EC) Regula-tions 2007 each of the Directors, in their role as directors, and whose names appear on page four confirm that, to the best of their knowl-edge and belief: the Company’s Annual Report and Audited Financial Statements is prepared in accordance with IFRS as adopted by the EU, as applied in accordance with the Companies Act 2014, and gives a true and fair view of the assets, liabilities and financial position of the Com-pany as at 31 December 2015 and its profit for the year then ended; and

    the Directors’ report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces.

    Corporate governance statementThe following corporate governance statement is sourced from Irish Funds (the “IF”) and is in compliance with European Communities (Directive 2006/46/EC) Regulations (S.I. 450 of 2009 and S.I. 83 of 2010).

  • 10 Crown Asia-Pacific Private Equity III plc | Annual report 2015 | Directors’ report

    As required by the Voluntary Code, Konrad Baechinger was formally appointed as Independent Director on 10 July 2014.

    Although there is no specific statutory corporate governance state-ment applicable to Irish collective investment schemes whose shares are admitted to trading on the ISE, the Company is subject to corpo-rate governance practices imposed by:(i) the Companies Act 2014;(ii) the Memorandum and Articles of Association of the Company (the

    “Articles of Association”);(iii) the Central Bank of Ireland in their AIF Rulebook and Guidance

    Notes; and(iv) the ISE through the ISE Code of Listing Requirements and Proce-

    dures.

    The information referred to in points (i) to (iv) is available for inspec-tion at the registered office of the Company at Third Floor, 30 HerbertStreet, Dublin 2, Ireland.

    The Company is responsible for establishing and maintaining ade-quate internal control and risk management systems of the Company in relation to the financial reporting process. Such systems are designed to manage rather than eliminate the risk of error or fraud in achieving the Company’s financial reporting objectives and can only provide reasonable and not absolute assurance against material misstatement or loss.

    The Company has procedures and internal controls in place to ensure proper execution, reporting and maintenance of transaction data using data capture and design-specific financial software and risk based review processes to ensure all relevant accounting records are properly maintained and are readily available, including production of annual and semi-annual financial statements. The annual and semi-annual financial statements of the Company are required to be approved by the Board of Directors of the Company and filed with the Central Bank of Ireland and the ISE. The statutory financial statements are required to be audited by independent auditors who report annu-ally to the Board on their findings. There is no requirement for the semi-annual financial statements to be audited.

    The Board evaluates and discusses significant accounting and report-ing issues as the need arises.

    The convening and conduct of shareholders’ meetings are governed by the Articles of Association and the Companies Act 2014. Although the Directors may convene an extraordinary general meeting of the Company at any time, the Directors are required to convene an annual general meeting of the Company within 18 months of incorporation and 15 months of the date of the previous annual general meeting thereafter. Not less than twenty one days notice of every annual gen-eral meeting and any meeting convened for the passing of a special resolution must be given to shareholders.

    Three shareholders present either in person or by proxy constitute a quorum at a general meeting. On a show of hands, every participating shareholder who is present in person or by proxy shall have one vote and all management shareholders who are present in person or by proxy shall have one vote in respect of all the management shares. On a poll every shareholder present in person or by proxy shall be entitled to one vote in respect of each participating share held by him and one vote in respect of all of the management shares held by him. The chairman of a general meeting of the Company or at least five share-holders present or any shareholder or shareholders present repre-sentingat least one tenth of the shares in issue having the right to vote atsuch meeting may demand a poll.

    An ordinary resolution of the Company (or of the shareholders of a particular sub-fund or class of participating shares) requires a simple majority of the votes cast by the shareholders voting in person or by proxy at the meeting at which the resolution is proposed. A special resolution of the Company (or of the shareholders of a sub-fund or a particular class of participating shares) requires a majority of not less than 75% of the total number of votes cast in general meeting in order to pass a special resolution including a resolution to amend the Articles of Association.

    Unless otherwise determined by an ordinary resolution of the Com-pany in general meeting, the number of Directors may not be less than two nor more than 12. Currently, the Board of Directors of the Company is composed of six Directors, being those listed in these financial statements. The Directors shall have power at any time and from time to time to appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors. Any Direc-tor so appointed shall hold office only until the following annual general meeting and shall then be eligible for re-election. The Com-pany at any general meeting at which a Director retires or is removed shall fill the vacated office by electing a Director unless the Company shall determine to reduce the number of Directors. Directors are not required to retire by rotation. Any Director may appoint any person (including another Director) to be his alternate Director and may in like manner at any time terminate such appointment. Save as otherwise provided in the Articles of Association, an alternate Director shall be deemed for all purposes to be a Director, shall alone be responsible for his own acts and defaults and shall not be deemed to be the agent of the Director appointing him.

    The business of the Company is managed by the Directors insofar as the Companies Act 2014 or Articles of Association do not require its approval at a general meeting of the Company. The Directors are generally and unconditionally authorized to exercise all powers of the Company to allot relevant securities up to an amount equal to the authorized but as yet unissued share capital of the Company. The Directors have the discretion to make distributions in the form of share buy-back or dividends, provided that such method of distribution shall apply uniformly to shareholders. A Director may, and the Secretary on the request of a Director will, at any time summon a meeting of the Directors. Questions arising at any meeting of the Directors are deter-mined by a majority of votes. In the case of an equality of votes, the

  • Directors’ report | Annual report 2015 | Crown Asia-Pacific Private Equity III plc 11

    Chairman has a second or casting vote. The quorum necessary for the transaction of business of the Directors may be fixed by the Directors, and unless so fixed at any other number shall be two.

    Investment objectiveThe investment objective of the Company is to provide participating shareholders with an attractive long-term capital appreciation from a diversified portfolio of private equity investments mainly focussed on the Asia-Pacific Region.

    Connected partiesThe Board of Directors is satisfied that there are arrangements (evi-denced by written procedures) in place, to ensure that the obligations under AIFMD and the Companies Act 2014 are applied to all trans-actions with connected parties; and the Board of Directors is satisfied that transactions with connected parties entered into during the year complied with the obligations set out in this paragraph.

    Company structureThe Company has in issue four participating share classes (“A”, “B”, “L” and “O”) with equal rights and each class is subject to different management fees and/or performance fees as described in the Pro-spectus.

    In respect of the voting rights of the Company, every participating shareholder or holder of management shares who is present in person or by proxy shall have one vote on a show of hands and, on a poll, every participating shareholder present in person or by proxy shall be entitled to one vote in respect of each share held by him, while holders of management shares shall have one vote only in respect of all management shares held.

    As of 31 December 2015, the percentage of total shares in issue is 32.0%, 10.2%, 9.0% and 48.8% for the A, B, L and O class of shares, respectively. The details of any significant investors in the Company are disclosed in note 11 to the financial statements.

    A transfer of shares will not be recognized if the transferee is not a Qualifying Investor. In addition, at the discretion of the Directors, a transfer of shares may not be recognized or registered if such transfer would result in the occurrence of certain events as disclosed in the Prospectus.

    An amendment to the Company’s Memorandum and Articles of Asso-ciation, including the variation of the rights attached to any class of shares, can only be approved by means of a special resolution of the shareholders and with the prior consent of the Central Bank of Ireland.

    Accounting recordsThe measures taken by the Directors to secure compliance with the Company’s obligation to keep adequate accounting records are the use of appropriate systems and procedures which are carefully imple-mented by the Administrator. The accounting records are kept at the registered office of the Company.

    Review of business and future developmentsThe Crown Asia-Pacific Private Equity III plc fund started committing on 25 July 2014. As of 31 December 2015, the Company has com-mitted a total of USD 244,183,323 to private equity investments and co-investments. An overview of the commitments made to date is contained in the Investment Advisor’s report. The Company’s invest-ment objective is to provide shareholders with attractive long-term capital appreciation from a diversified portfolio of private equity investments. The holding of investments, investing activities and asso-ciated financing undertaken pursuant to this objective involves certain inherent risks.

    During the financial year to 31 December 2015, the Company gener-ated a profit of USD 11,595,928 which, in addition to the net capital contributed in the year, resulted in net assets of the Company of USD 73,287,471 (2014: USD 4,554,643).

    The Company had its initial closing on 25 July 2014 with subsequent closings taking place on 27 February 2015, 31 March 2015, 30 April 2015, 8 June 2015, 30 June 2015, 31 August 2015, 31 Octo-ber 2015 and 31 December 2015, respectively.

    The Company called USD 57,136,900 during the year bringing inves-tors contributed capital to 20.5% of their total subscriptions.

    The Company’s profits for 2015 can be attributed mainly to gains received on 2014 vintage investments and which originate in the small/middle market buyout stage.

    The Company has a credit facility with LGT Bank (Ireland) Limited, further details of which are provided in note 12.

    The credit facility is used to fund short-term investment commitments that are subsequently covered by calls received from the Company’s investors.

    The total return for CAPE III will be quantified after the final closing of the Company.

    The Directors do not propose to change the current strategy or invest-ment objectives of the Company for the foreseeable future.

    Risk management objectives and policiesThe Company is exposed to a variety of financial risks including: mar-ket, currency, interest rate, credit and liquidity risks and attributes great importance to professional risk management. The Company has investment guidelines that set out its overall business strategies, its tolerance for risk and its general risk management philosophy and has established processes to monitor and control the economic impact of these risks. The Alternative Investment Fund Manager makes invest-ment decisions on behalf of the Company that are consistent with the Company’s objectives. The nature of the Company’s risks and the actions taken to manage these risks are analyzed in more detail in note 14 to these financial statements.

  • 12 Crown Asia-Pacific Private Equity III plc | Annual report 2015 | Directors’ report

    Results and distributionsThe results for the year are set out in the statement of comprehensive income. The Company did not make any distributions during the year.

    ERISA declarationThe Company does not constitute “plan assets” as defined under the Employee Retirement Income Security Act (“ERISA”) as less than 25% of the Company is owned by “benefit plan investors”.

    Events since the year endEvents since the year end are disclosed in note 17 to the financial statements.

    DirectorsThe Directors have the power to appoint any person to be a Director. Any Director so appointed shall hold office until the next annual general meeting and shall then be eligible for re-election. Directors are not required to retire by rotation. A Director must, however, be a person approved for that purpose by the Central Bank of Ireland.

    The Company is an investment company with variable capital incorpo-rated under the Companies Act 2014 and is authorized by the Central Bank of Ireland as a designated investment company. The Directors may take all measures necessary to the extent permitted by the Mem-orandum and Articles of Association, the Prospectus and the Notices issued by the Central Bank of Ireland to carry out the Company’s objectives.

    At the discretion of the Directors, distributions may be made in the form of share repurchases or dividends, provided that such method of distribution shall apply uniformly to all shareholders.

    The names of the persons who were Directors at any time during the year ended 31 December 2015 are set out under “Directors and other information” on page four. All Directors served for the entire year unless otherwise stated and their fees and expenses are disclosed in note 12.

    Directors and Secretary’s interestsThe Directors’ and Secretary and their families had no direct interests in the shares of the Company at 31 December 2015. Certain current Directors of the Company are or have been directors of LGT Capital Partners (Ireland) Limited, LGT Bank (Ireland) Limited and LGT Fund Managers (Ireland) Limited during the year as follows:

    LGT Capital Partners (Ireland) Limited

    LGT Bank (Ireland) Limited

    LGT Fund Managers

    (Ireland) Limited

    Paul Garvey X

    Robert Schlachter X

    Desmond Tobin X X X

    No Director had at any time during the year a material interest in any contract of significance, subsisting during or at the end of the year, in relation to the business of the Company.

    All Directors are non-executive directors as the managerial functions have been delegated to other entities. Konrad Baechinger became an Independent Director from 10 July 2014.

    Independent AuditorsPricewaterhouseCoopers have expressed their willingness to continue in office in accordance with section 383 of the Companies Act 2014.

    On behalf of the Board

    Desmond Tobin

    Paul Garvey

    25 February 2016

  • Depositary’s report | Annual report 2015 | Crown Asia-Pacific Private Equity III plc 13

    Depositary’s report

    Report of the Depositary to the ShareholdersWe have enquired into the conduct of Crown Asia-Pacific Private Equity III plc (the “Company”), for the period 1 June 2015 to 31 December 2015, in our capacity as Depositary to the Company.

    This report including the opinion has been prepared for and solely for the shareholders of the Company as a body, in accordance with the AIFM Regulations – European Union (Alternative Investment Fund Managers) Regulations 2013 (SI No 257 of 2013) which implemented Directive 2011/61/EU into Irish Law: Chapter 4, Commission Dele-gated Regulation (EU) No 231/2013: Articles 83–102 and Chapter 6: AIF Depositary Requirements: AIF Rulebook (hereinafter the ‘Deposi-tary’s Regulatory Obligations’) and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown.

    Responsibilities of the DepositaryOne of the Depositary’s Regulatory Obligations is to enquire into the conduct of the AIFM and the Company in each annual accounting period and report thereon to the shareholders.

    Our report shall state whether, in our opinion, the Company has been managed in accordance with the limitations imposed on the invest-ment and borrowing powers of the Company by the constitutional document and by the Central Bank under the powers granted to the Central Bank by the investment fund legislation; and otherwise in accordance with the provisions of the constitutional document and the investment fund legislation based on information they have obtained through the proper discharge of the Depositary’s Regulatory Obligations.

    The AIFM has responsibility to comply with obligations outlined in various pieces of legislation including but limited to AIFM Regulations (SU No 257 of 2013), Commission Delegated Regulation (EU) No 231/2013 and the AIF Rulebook.

    The Depositary has no regulatory obligation to make enquiries as to an AIFM’s compliance with provisions of such legislation which do not fall within the scope of the Depositary’s Regulatory Obligations.

    Basis of Depositary OpinionThe Depositary conducts such reviews as it, in its reasonable opinion, considers necessary in order to comply with the Depositary’s Regu-latory Obligations and to ensure that, in all material respects, the Company has been managed; (a) in accordance with the limitations imposed on the investment and borrowing powers of the Company by the constitutional document and by the Central Bank under the powers granted to the Central Bank by the investment fund legis-lation; and (b) otherwise in accordance with the provisions of the constitutional document and the investment fund legislation.

    OpinionIn our opinion, the Company has been managed during the year, in all material respects:(a) in accordance with the limitations imposed on the investment and

    borrowing powers of the Company by the constitutional docu-ment and by the Central Bank under the powers granted to the Central Bank by the investment fund legislation; and

    (b) otherwise in accordance with the provisions of the constitutional document and the investment fund legislation.

    BNP Paribas Securities Services, Dublin BranchDublin

    25 February 2016

    to the shareholders of Crown Asia-Pacific Private Equity III plc

  • 14 Crown Asia-Pacific Private Equity III plc | Annual report 2015 | Depositary’s report

    We have enquired into the conduct of Crown Asia-Pacific Private Equity III plc, for the period 1 January 2015 to 31 May 2015, in our capacity as Depositary to the Company.

    This report including the opinion has been prepared for and solely for the shareholders of the Company as a body, in accordance with the AIFM Regulations – European Union (Alternative Investment Fund Managers) Regulations 2013 (SI No 257 of 2013) which implemented Directive 2011/61/EU into Irish Law: Chapter 4, Commission Dele-gated Regulation (EU) No 231/2013: Articles 83-102 and Chapter 6: AIF Depositary Requirements: AIF Rulebook (hereinafter the ‘Deposi-tary’s Regulatory Obligations’) and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown.

    Responsibilities of the DepositaryOne of the Depositary’s Regulatory Obligations is to enquire into the conduct of the AIFM and the Company in each annual accounting period and report thereon to the shareholders.

    Our report shall state whether, in our opinion, the Company has been managed in accordance with the limitations imposed on the invest-ment and borrowing powers of the Company by the constitutional document and by the Central Bank under the powers granted to the Central Bank by the investment fund legislation; and otherwise in accordance with the provisions of the constitutional document and the investment fund legislation based on information they have obtained through the proper discharge of the Depositary’s Regulatory Obligations.

    The AIFM has responsibility to comply with obligations outlined in various pieces of legislation including but not limited to AIFM Regu-lations (SU No 257 of 2013), Commission Delegated Regulation (EU) No 231/2013 and the AIF Rulebook.

    The Depositary has no regulatory obligation to make enquiries as to an AIFM’s compliance with provisions of such legislation which do not fall within the scope of the Depositary’s Regulatory Obligations.

    Basis of Depositary OpinionThe Depositary conducts such reviews as it, in its reasonable opinion, considers necessary in order to comply with the Depositary’s Regula-tory Obligations and to ensure that, in all material respects, the Com-pany has been managed: (i) in accordance with the limitations imposed on the investment and borrowing powers of the Company by the constitutional document and by the Central Bank under the powers granted to the Central Bank by the investment fund legis-lation; and (ii) otherwise in accordance with the provisions of the constitutional document and the investment fund legislation.

    OpinionIn our opinion, the Company has been managed during the period, in all material respects: in accordance with the limitations imposed on the investment and borrowing powers of the Company by the constitutional document and by the Central Bank under the powers granted to the Central Bank by the investment fund legislation; and

    otherwise in accordance with the provisions of the constitutional document and the investment fund legislation.

    Credit Suisse International, Dublin BranchDublin

    25 February 2016

    Depositary’s report to the shareholders of Crown Asia-Pacific Private Equity III plc

  • Independent Auditors’ report | Annual report 2015 | Crown Asia-Pacific Private Equity III plc 15

    Independent Auditors’ report

    Report on the financial statementsOur opinionIn our opinion, Crown Asia-Pacific Private Equity III plc’s financial state-ments (the “financial statements”): give a true and fair view of the Company’s assets, liabilities and financial position as at 31 December 2015 and of its results and cash flows for the year then ended;

    have been properly prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union; and

    have been properly prepared in accordance with the requirements of the Companies Act 2014.

    What we have auditedThe financial statements comprise: the statement of comprehensive income for the year then ended; the balance sheet as at 31 December 2015; the statement of changes in net assets attributable to shareholders for the year then ended;

    the cash flow statement for the year then ended; the portfolio of investments for the Company as at 31 December 2015; and

    the notes to the financial statements for the Company which include a summary of significant accounting policies and other explanatory information.

    The financial reporting framework that has been applied in the prepa-ration of the financial statements is Irish law and IFRSs as adopted by the European Union.

    In applying the financial reporting framework, the Directors have made a number of subjective judgments, for example in respect of significant accounting estimates. In making such estimates, they have made assumptions and considered future events.

    Matters on which we are required to report by the Companies Act 2014 We have obtained all the information and explanations which we consider necessary for the purposes of our audit.

    In our opinion the accounting records of the Company were suffi-cient to permit the financial statements to be readily and properly audited.

    The financial statements are in agreement with the accounting records.

    In our opinion the information given in the Directors’ report is consistent with the financial statements.

    In our opinion, based on the work undertaken in the course of our audit of the financial statements: the description of the main features of the internal control and risk management systems in relation to the financial reporting process; and

    the information required by section 1373(2)(d) of the Companies Act 2014;

    included in the Corporate Governance Statement, is consistent with the financial statements and has been prepared in accordance with section 1373(2) of the Companies Act 2014. Based on our knowledge and understanding of the Company and its environment obtained in the course of our audit of the financial statements, we have not identified material misstatements in the description of the main features of the internal control and risk management systems in relation to the financial reporting process and the information required by section 1373(2)(d) of the Compa-nies Act 2014 included in the Corporate Governance Statement.

    In our opinion, based on the work undertaken during the course of our audit of the financial statements, the information required by section 1373 (2)(a),(b),(e) and (f) is contained in the Corporate Governance Statement.

    to the members of Crown Asia-Pacific Private Equity III plc

  • 16 Crown Asia-Pacific Private Equity III plc | Annual report 2015 | Independent Auditors’ report

    Matter on which we are required to report by exceptionDirectors’ remuneration and transactionsUnder the Companies Act 2014 we are required to report to you if, in our opinion, the disclosures of Directors’ remuneration and trans-actions specified by sections 305 to 312 of that Act have not been made. We have no exceptions to report arising from this responsibility.

    Responsibilities for the financial statements and the auditOur responsibilities and those of the directorsAs explained more fully in the Statement of Directors’ responsibilities set out on page nine, 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 Irish 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.

    This report, including the opinions, has been prepared for and only for the Company’s members as a body in accordance with section 391 of the Companies Act 2014 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

    What an audit of financial statements involvesWe conducted our audit in accordance with International Standards on Auditing (UK and Ireland). An audit involves obtaining evidence about the amounts and disclosures in the financial statements suffi-cient 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.

    We primarily focus our work in these areas by assessing the Directors’ judgments against available evidence, forming our own judgments, and evaluating the disclosures in the financial statements.

    We test and examine information, using sampling and other auditing techniques, to the extent we consider necessary to provide a reason-able basis for us to draw conclusions. We obtain audit evidence through testing the effectiveness of controls, substantive procedures or a combination of both.

    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 inconsis-tencies we consider the implications for our report.

    Fíona de Búrcafor and on behalf of PricewaterhouseCoopersChartered Accountants and Statutory Audit FirmDublin

    25 February 2016

    Independent Auditors’ report to the members of Crown Asia-Pacific Private Equity III plc, continued

  • Statement of comprehensive income | Annual report 2015 | Crown Asia-Pacific Private Equity III plc 17

    For the year ended 31 December 2015

    Statement of comprehensive income

    Amounts are reported in USD Note 2015 20141

    Operating income

    Interest income 196,964 39

    (Losses)/gains on foreign exchange, net (15,855) 1,934

    Net gain on investments at fair value through profit or loss 3 17,118,209 856,948

    Total net income 17,299,318 858,921

    Operating expenses

    Investment management fee 5 (1,765,582) –

    Performance fee 5 (395,287) –

    Administration fee 5 (66,220) (31,450)

    Depositary fees 5 (17,555) (4,287)

    Audit fee 5 (21,572) (22,791)

    Fund expenses 4 (2,539,142) (534,859)

    Other operating expenses (497,652) (110,891)

    Total operating expenses (5,303,010) (704,278)

    Operating profit 11,996,308 154,643

    Finance costs (400,380) –

    Profit for the year/period 11,595,928 154,643

    Total comprehensive profit for the year/period 11,595,928 154,643

    1 Representing the period from the date of incorporation on 30 April 2014 to 31 December 2014

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

    All amounts arose solely from continuing operations. There are no gains and losses other than those dealt with in the statement of comprehensive income.

  • 18 Crown Asia-Pacific Private Equity III plc | Annual report 2015 | Balance sheet

    As of 31 December 2015

    Amounts are reported in USD Note 2015 2014

    Assets

    Current assets

    Cash and cash equivalents 6 4,406,406 984,023

    Accrued income and other receivables 7 30,986 2

    Total current assets 4,437,392 984,025

    Non-current assets

    Investments at fair value through profit or loss 8 91,532,342 3,679,150

    Total non-current assets 91,532,342 3,679,150

    Total assets 95,969,734 4,663,175

    Capital and reserves attributable to shareholders

    Share capital 11 61,536,900 4,400,000

    Retained earnings 11,750,571 154,643

    Net assets attributable to shareholders 73,287,471 4,554,643

    Liabilities

    Current liabilities

    Accrued expenses and other payables 9 586,976 108,532

    Due to banks 10 21,700,000 –

    Total current liabilities 22,286,976 108,532

    Non-current liabilities

    Accrued expenses and other payables 9 395,287 –

    Total non-current liabilities 395,287 –

    Total liabilities 95,969,734 4,663,175

    Balance sheet

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

    Net asset value by share class (“NAV”)

    As of 31 December 2015 As of 31 December 2014

    Shares issued Total NAV(in USD)

    Number ofshares in issue

    NAV per share(in USD)

    Total NAV(in USD)

    Number ofshares in issue

    NAV per share(in USD)

    “A” 22,841,091 196,800.00 116.06 – – –

    “B” 7,155,236 62,525.00 114.44 – – –

    “L” 6,424,057 55,350.00 116.06 – – –

    “O” 36,867,087 300,694.00 122.61 4,554,643 44,000.00 103.51

    Total 73,287,471 615,369.00 4,554,643 44,000.00 103.51

    On behalf of the Board

    Desmond Tobin

    Paul Garvey

    25 February 2016

  • Statement of changes in net assets attributable to shareholders | Annual report 2015 | Crown Asia-Pacific Private Equity III plc 19

    For the year ended 31 December 2015

    Amounts are reported in USD Share capital Retained earnings

    Total

    At 30 April 2014 – – –

    Total comprehensive profit for the period – 154,643 154,643

    Issue of shares 4,400,000 – 4,400,000

    Net increase for the period 4,400,000 154,643 4,554,643

    At 31 December 2014 4,400,000 154,643 4,554,643

    At 1 January 2015 4,400,000 154,643 4,554,643

    Total comprehensive profit for the year – 11,595,928 11,595,928

    Issue of shares 57,136,900 – 57,136,900

    Net increase for the year 57,136,900 11,595,928 68,732,828

    At 31 December 2015 61,536,900 11,750,571 73,287,471

    Statement of changes in net assets attributable to shareholders

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

  • 20 Crown Asia-Pacific Private Equity III plc | Annual report 2015 | Cash flow statement

    For the year ended 31 December 2015

    Amounts are reported in USD 2015 20141

    Cash flows from/(used in) operating activities

    Purchase of investments2, 3 (77,542,526) (3,176,192)

    Proceeds from return of capital in investments2, 3 6,408,817 285,026

    Proceeds from realized gains on investments2 39,912 –

    Interest received 196,954 37

    Operating expenses paid4 (4,098,842) (526,782)

    Net cash flows used in operating activities (74,995,685) (3,417,911)

    Cash flows from/(used in) financing activities

    Interest paid (394,684) –

    Proceeds from bank loans 48,462,352 –

    Repayments of bank loans (26,762,352) –

    Proceeds from issue of shares 57,128,607 4,400,000

    Net cash flows from financing activities 78,433,923 4,400,000

    Net increase in cash and cash equivalents 3,438,238 982,089

    Cash and cash equivalents at beginning of year/period 984,023 –

    Exchange (losses)/gains on cash and cash equivalents (15,855) 1,934

    Cash and cash equivalents at end of year/period 4,406,406 984,023

    1 Representing the period from the date of incorporation on 30 April 2014 to 31 December 20142 During the year ended 31 December 2015, purchase of investments , proceeds from return of capital in investments and proceeds from realized gains on investments had non cash movements of

    USD 891,445, USD 546,062 and USD 1,143 respectively (2014: USD nil, USD 68,964 and USD nil)3 During the year ended 31 December 2015, purchase of investments and proceeds from return of capital in investments include reclassifications of USD 3,448,963 (2014: 353,991), for cash flows

    that had been netted against each respective operating activity4 During the year ended 31 December 2015, operating expenses included non cash movements amounting to USD 346,525 (2014: USD 68,964)

    Cash flow statement

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

  • Notes to the financial statements | Annual report 2015 | Crown Asia-Pacific Private Equity III plc 21

    1. Summary of significant accounting policiesThe principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been con-sistently applied throughout the years/periods presented, unless oth-erwise stated.

    (a) Basis of preparationThe financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and IFRS Interpretations Committee (“IFRIC”) interpretations as adopted by the European Union and those parts of the Companies Act 2014 applicable to companies reporting under IFRS.

    The financial statements have been prepared under the historical cost convention, as modified by the revaluation of financial assets and liabilities held at fair value through profit or loss.

    The preparation of financial statements in conformity with IFRS as adopted by the EU requires the use of accounting estimates. It also requires the Board of Directors to exercise its judgment in the process of applying the Company’s accounting policies.

    The areas involving a higher degree of judgment or complexity, or where assumptions and estimates are significant to the financial state-ments are disclosed in note 1(b) and note 2.

    Standards and amendments to published standards that are mandatory for the financial period beginning on or after 1 Jan-uary 2015There are no IFRS or IFRIC interpretations that are effective for the first time for the financial period beginning on or after 1 January 2015 that would be expected to have a material impact on the Company.

    New standards, amendments and interpretations effective after 1 January 2016 and have not been early adoptedA number of new standards, amendments to standards and inter-pretations are effective for annual periods beginning after 1 January 2016, and have not been applied in preparing these financial state-ments. Those standards, amendments and interpretations considered included: IFRS 9, “Financial Instruments”, (1 January 2018); and IFRS 15, “Revenue from Contracts with Customers”, (1 January 2018).

    The Company has yet to assess the full impact of these standards and has not yet decided when to adopt them. None of these are expected to have a significant effect on the financial statements of the Company.

    (b) Use of estimatesThe preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of con-tingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting year. The estimates and associated assumptions are based on histori-cal experience and various other factors that are believed to be rea-

    sonable under the circumstances, the results of which form the basis of making the judgment about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates (see note 2 also).

    (c) Foreign currency translation(i) Functional and presentation currency Items included in the Company’s financial statements are mea-

    sured using the currency of the primary economic environment in which it operates (the “Functional Currency”). This is the US Dollar, which reflects the Company’s primary activity of investing in assets whose base currency is predominantly the US Dollar.

    The Company has adopted the US Dollar as its presentation cur-rency. Foreign currency assets and liabilities are translated into US Dollar at the exchange rates ruling at the balance sheet date.

    (ii) Transactions and balances Foreign currency transactions are translated into US Dollar using

    the exchange rates prevailing at the dates of the transactions. For-eign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the statement of comprehensive income. Translation differences on non-monetary items, such as financial investments held at fair value through profit or loss, are reported as part of the fair value gain or loss.

    (d) Cash and cash equivalentsCash and cash equivalents comprise demand, call and term deposits with a maturity of three months or less. For the purpose of the cash flow statement, cash and cash equivalents comprise all cash, short-term deposits and other money market instruments, net of short-term overdrafts, with a maturity of three months or less. Cash and cash equivalents are recorded at nominal value. Bank overdrafts, if any, are shown as current liabilities in the balance sheet.

    (e) Due from and due to brokersAmounts due from and to brokers represent receivables for securities sold and payables for securities purchased that have been contracted for but not yet settled or delivered on the balance sheet date, respec-tively. Amounts due from and to brokers are recorded initially at fair value and subsequently measured at amortized cost using the effec-tive interest method.

    (f) BorrowingsBorrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost; any difference between the proceeds and the redemption value is recognized in the statement of comprehensive income over the period of the borrowing using the effective interest method. Borrowings are shown as current liabilities unless the Company has the unconditional right to defer settlement for at least 12 months after the balance sheet date or the due date is greater than 12 months. Interest expense is recognized on the basis of the effective interest method and is included in finance costs.

    Notes to the financial statements

  • 22 Crown Asia-Pacific Private Equity III plc | Annual report 2015 | Notes to the financial statements

    (g) Financial assets and liabilities at fair value through profit or lossThe Company, in accordance with IAS 39, classifies its investments as financial assets and liabilities at fair value through profit or loss category. The category of financial assets and liabilities at fair value through profit or loss comprises: financial instruments held for trading. These include futures, for-ward contracts, options and swaps; and

    financial instruments designated at fair value through profit or loss upon initial recognition. These include financial assets that are not held for trading purposes and which may be sold.

    Financial assets that are classified as loans and receivables include balances due from brokers and accounts receivable.

    Financial liabilities that are not at fair value through profit or loss include balances due to brokers and accounts payable.

    (i) Recognition and derecognitionThe Company recognizes financial assets and financial liabilities on the date it becomes a party to the contractual provisions of the instru-ment.

    Financial assets are derecognized when the rights to receive cash flows from the investments have expired or the Company has trans-ferred substantially all risks and rewards of ownership.

    Financial liabilities are derecognized when they are extinguished, that is, when the obligation specified in the contract is discharged, can-celled or expires. Regular-way purchases and sales of investments are recognized on the trade date. From this date, any gains and losses arising from changes in fair value of the financial assets or financial liabilities are recorded.

    (ii) MeasurementFinancial instruments are measured initially at fair value. Transaction costs on financial assets and financial liabilities at fair value through profit or loss are expensed immediately.

    Subsequent to initial recognition, all instruments classified at fair value through profit or loss are measured at fair value with changes in their fair value recognized in the statement of comprehensive income.

    (iii) Fair value measurement principles

    Listed securitiesThe fair value of financial assets and liabilities traded in active markets (such as publicly traded derivatives and trading securities) is based on quoted market prices at the close of trading on the year end date. The Board of Directors considers markets to be active when trans actions are occurring frequently enough on an ongoing basis to obtain reli-able pricing information on an ongoing basis. If observed trans actions are no longer regularly occurring, or the only observed transactions are distressed/forced sales, the market would no longer be considered

    active. In cases where it is judged that there is no longer an active market, any transactions that occur may nevertheless provide evi-dence of current market conditions which will be considered in esti-mating a fair value using the valuation technique as described. Finan-cial instruments are assessed separately when determining if there is an active market. The Company holds marketable securities of USD 15,165 as of 31 December 2015 (2014: none).

    Primary fund investmentsThe fair value of financial instruments that are not traded in an active market are determined by using valuation techniques. Private equity investments for which market quotations are not readily available are valued at their fair values by the Board of Directors. Private equity valuations are usually generated by the managers of the underlying portfolio of investments on a quarterly basis and are actually received with a delay of at least one-to-two months after the quarter end date. As a result, the year-end net asset value predominantly consists of portfolio valuations provided by the investment managers of the underlying funds as of 30 September 2015, adjusted for subsequent capital calls and distributions. If the Board of Directors comes to the conclusion upon recommendation of the Alternative Investment Fund Manager after applying the above-mentioned valuation methods, that the most recent valuation reported by the manager/administrator of a fund investment is materially misstated, it will make the necessary adjustments using the results of its own review and analysis. The val-uation adjustments relate to events sub sequent to the last capital account valuation statement received but based upon information provided by the investment manager and all other available unob-servable inputs. In estimating the fair value of fund investments, the Alternative Investment Fund Manager in its valuation recommenda-tion to the Board of Directors considers all appropriate and applicable factors (including a sensitivity to non-observable market factors) rele-vant to their value, including but not limited to the following: reference to the fund investment’s reporting information including consideration of any time lags between the date of the latest avail-able reporting and the balance sheet date of the Company in those situations where no December valuation of the underlying fund is available. This includes a detailed analysis of exits (trade sales, initial public offerings, etc.) which the fund investments have had in the period between the latest available reporting and the balance sheet date of the Company, as well as other relevant valuation infor-mation. This information is a result of continuous contact with the investment managers and, specifically, by monitoring calls made to the investment managers, distribution notices received from the investment managers in the period between the latest available report and the balance sheet date of the Company, as well as the monitoring of other financial information sources and the assess-ment thereof;

    reference to recent transaction prices; result of operational and environmental assessments: periodic valu-ation reviews are made of the valuations of the underlying invest-ments as reported by the investment managers to determine if the values are reasonable, accurate and reliable. These reviews include a fair value estimation using widely recognized valuation methods such as multiples analysis and discounted cash flow analysis;

  • Notes to the financial statements | Annual report 2015 | Crown Asia-Pacific Private Equity III plc 23

    review of management information provided by the managers/administrators of the fund investments on a regular basis; and

    mark-to-market valuations for quoted investments held by the fund investments which make up a significant portion of the Company’s net asset value.

    All fair valuations may differ significantly from values that would have been used had ready markets existed, and the differences could be material. The valuation of the investments is performed on a regular basis, but at least quarterly.

    Secondary fund investmentsThe fair value measurement principles applied to secondary invest-ments are the same as those applied to primary investments with the exception that commitments to secondary fund investments are recognized in the Company’s financial statements when the sale and purchase agreement is signed but cost and fair value are not recog-nized until such time as the investment managers’ consent has been received and any rights of first refusals have expired.

    Where an investment manager valuation specific to the Company is not available, a comparable valuation pertaining to a similar commit-ment may be used as a representative of the fair value of the Compa-ny’s investment.

    Co-investmentsThe fair value measurement principles applied to co-investments are the same as those applied to primary investments as outlined above.

    (h) Financial assets and liabilities at amortized costFinancial assets classified as loans and receivables are carried at amor-tized cost using the effective interest rate method, less impairment losses, if any. Financial liabilities, other than those at fair value through profit or loss, are measured at amortized cost using the effective interest rate method.

    (i) Allocation of proceedsDistributions from primary investments are typically applied to return of capital and realized gains on the basis of the allocation provided by the investment manager. In the absence of this allocation the distribu-tion is applied as a return of capital until all contributed capital has been returned and thereafter applied to realized gains. Distributions from secondary investments are typically applied as a return of capital until such time as the contributed capital has been recovered in full and thereafter applied to realized gains. Any portion of the distribu-tion which is identified as re-callable is included in the unfunded commitment of the relevant investment.

    (j) Dividends and interest incomeDividend income from financial assets at fair value through profit or loss is recognized in the statement of comprehensive income within dividend income when the Company’s right to receive payments is

    established. Interest from bank, investors and underlying debt securi-ties at fair value through profit or loss is recognized in the statement of comprehensive income within interest income based on the effec-tive interest rate.

    (k) Withholding taxThe Company currently incurs withholding taxes imposed by certain countries on investment income and capital gains. Such income or gains are recorded gross of withholding taxes in the statement of comprehensive income. Withholding tax is shown as a separate item in the statement of comprehensive income.

    (l) Payables and accrued expensesPayables and accrued expenses are recognized initially at fair value and subsequently stated at amortized cost. Expenses are recognized in the statement of comprehensive income on an accruals basis.

    (m) Share issues and repurchasesShares are classified as financial liabilities under IAS 32. Only the Company can instruct the issuance or repurchase of its shares. The Company issues shares in lieu of capital calls requested from investors up to the maximum of their subscribed capital amount.

    The Company has the option to purchase shares from its investors by way of a share repurchase and the share capital is reduced on the distribution date accordingly. Share repurchases can be instructed by the Company by way of distributing proceeds received from its invest-ments, once all outstanding obligations and expenses of the Company have been provided for, in accordance with the Company’s distribu-tion policy. The Company shall not unreasonably delay the distribution of liquidity available from the realization proceeds from portfolio investments to shareholders.

    (n) Segment reportingOperating segments are reported in a manner consistent with the internal reporting used by the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Alternative Investment Fund Manager.

    The sole reportable operating segment of the Company is investing in private equity investments. Asset allocation is based on a single, inte-grated investment strategy and the Company’s performance is evalu-ated on an overall basis. There were no changes in the reportable segments during 2015 (2014: none).

    2. Critical accounting estimates and judgmentsThe Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets within the next financial year are:

  • 24 Crown Asia-Pacific Private Equity III plc | Annual report 2015 | Notes to the financial statements

    Functional currency estimateThe Board of Directors considers the US Dollar to be the currency that most faithfully represents the economic effect of the underlying trans-actions, events and conditions. The US Dollar is the currency in which management measures its performance and reports its results for the Company.

    Fair value of non-quoted investmentsThe Board of Directors uses its judgment to select a variety of methods and makes assumptions that are not always supported by observable market prices or rates.

    The majority of the Company’s investments use either U.S. GAAP or utilize a combination of IFRS and International Private Equity and Venture Capital Valuation Guidelines (“IPEV Guidelines”) to value their underlying investments. The predominant methodology adopted by the investment managers for the buyout investments in CAPE III is a market approach which takes market multiples using a specified financial measure (e.g. EBIDTA), recent public market and private transactions and other available measures for valuing comparable companies.

    The use of valuation techniques requires them to make estimates. Changes in assumptions could affect the reported fair value of these investments. As at 31 December 2015, investments valued using these valuation techniques amount to USD 19,207,007.

    The valuation adjustments relate to events subsequent to the last capital account valuation statement received but based upon infor-mation provided by the investment manager.

    3. Net gain on investments at fair value through profit or loss

    2015 USD

    2014 USD

    Net realized gain 41,055 –

    Net movement in unrealized gain 17,077,154 856,948

    Net gain on investments at fair value through profit or loss 17,118,209 856,948

    4. Fund expenses

    2015 USD

    2014 USD

    Management fees 1,861,413 313,400

    Other fund expenses 677,729 221,459

    2,539,142 534,859

    The Company will generally invest in funds. The managers of these funds usually charge a fee and costs related to the investment selec-tion, monitoring and administrative processes, among others. These indirect fees may typically vary between 1% and 2.5% of either net asset value or commitments of such funds.

    5. Other expensesThe Administrator is paid a fee, which includes administration and transfer agency services, quarterly in advance at the annual rate of 0.06% of the Company’s net asset value subject to a monthly mini-mum fee of EUR 5,000 or the equivalent in US Dollar.

    The Administrator is also entitled to be reimbursed its reasonable out-of-pocket costs and expenses, incurred for the benefit of the Company.

    Depositary fees are accrued and paid monthly in arrears in relation to custodian and trustee services at an annual rate of 0.02% each of the Company’s net asset value, with the former capped at EUR 45,000 per annum. The Depositary is also entitled to an annual fee of USD 7,500 for cash flow monitoring services with effect from 10 July 2014.

    The Alternative Investment Fund Manager is paid an annual fee calcu-lated as a percentage of the net asset value of the Company: class A, class B, class C and class L shares are charged 0.75%, 1.00%, 1.50% and 0.75% per annum of subscribed capital from years one to five;

    each year thereafter, class A, class B, class C and class L are charged 0.60%, 0.75%, 1.00% and 0.60% per annum of net asset value respectively; and

    for class O shares, no management fee shall be payable.

    The Alternative Investment Fund Manager is also entitled to a perfor-mance fee that is accrued based on a percentage of the gain in the Company’s value over the year, but only if it exceeds net contributed capital plus an 8% compounded rate of return (the “Hurdle”). No performance fee is payable for class O shares. The performance fee depends on the type of investment, 5.0% (in the case of primary fund investments and 10.0% (in the case of secondary fund investments and co-investments), on which the gain has arisen and will only be payable when the contributed capital and the Hurdle have been dis-tributed back to the investors. There was a performance fee accrual of USD 395,287 as of 31 December 2015 (2014:none).

    Audit fees disclosed in the financial statements do not relate wholly to the Company’s statutory audit.

    Auditors’ remuneration 2015 USD

    2014 USD

    Statutory audit 18,326 22,791

    Other assurance services 3,246 –

    Tax advisory services – –

    The other assurance services relate to Company audit fees in respect of the Total Expense Ratio, carried out by PricewaterhouseCoopers, Zurich for the year ended 31 December 2015.

  • Notes to the financial statements | Annual report 2015 | Crown Asia-Pacific Private Equity III plc 25

    6. Cash and cash equivalents

    2015 USD

    2014 USD

    Cash at bank 1,406,406 34,023

    Fixed-term deposit 3,000,000 950,000

    4,406,406 984,023

    The cash at bank balance was held with BNP Paribas Securities Services, Dublin Branch. The fixed-term deposit of USD 3,000,000 was held with BNP Paribas Securities Services, Dublin Branch for the four day period to 4 January 2016 at a rate of 0.14%.

    In 2014 the cash at bank balance was held with Credit Suisse Interna-tional, Dublin Branch. The fixed-term deposit of USD 950,000 was held with Credit Suisse International, Dublin Branch for the three day period to 2 January 2015 at a rate of 0.07%.

    7. Accrued income and other receivables

    2015 USD

    2014 USD

    Bank interest receivable 12 2

    Distributions receivable 12,289 –

    Other receivables and prepaid expenses

    18,685 –

    30,986 2

    All amounts included above fall due within one year.

    8. Investments at fair value through profit or lossAs of 31 December 2015, Crown Asia-Pacific Private Equity III plc had subscribed interests in 30 private equity investments. The total com-mitted capital amounted to USD 244,183,323 (2014: USD 65,000,000) of which USD 78,875,804 (2014: USD 2,822,202) has been contrib-uted to date. The details of these funds are shown in the portfolio of investments together with an outline of the Company’s commitments to the funds. The commitments to these private equity investments will be funded by contributions from the Company’s investors.

    IFRS 7 “Financial Instruments: Disclosures” requires the Company to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the fair value measurements. The hierarchy has the following levels: Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

    Level 2 – inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

    Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

    During the year/period ended 31 December 2015 and 31 December 2014, respectively, there were no transfers between the three levels of financial assets.

    The level in the fair value hierarchy within which the fair value mea-surement is categorized in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety. For this purpose, the significance of an input is assessed against the fair value measurement in its entirety. If a fair value mea-surement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a Level 3 mea-surement. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgment, considering factors specific to the asset or liability.

    The determination of what constitutes “observable” requires signifi-cant judgment by the Board of Directors. The Board of Directors con-siders observable data to be that market data that is readily available, regularly distributed or updated, reliable and verifiable, not propri-etary, and provided by independent sources that are actively involved in the relevant market.

    Investments whose values are based on quoted market prices in active markets, and therefore classified within Level 1, include active listed equities. The Company does not adjust the quoted price for these instruments. At 31 December 2015 the Company holds Level 1 invest-ments of USD 15,165 (2014: none).

    Financial instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within Level 2. The Company currently has no instruments classified as Level 2 (2014: none).

    Instruments classified within Level 3 have significant unobservable inputs, as they trade infrequently. Level 3 instruments include private equity investments for which observable prices are not available. The Company values these investments as described in note 1(g) of the financial statements. The majority of the Company’s invest ments at 31 December 2015 are considered Level 3 investments (2014: all).

    Prior to making a commitment to primary investments, direct invest-ments or purchasing secondary investments the Company’s Alterna-tive Investment Fund Manager carries out a comprehensive due dili-gence review of the proposed investment. This due diligence review encompasses: (i) prior investment performance; (ii) legal terms and conditions; (iii) investment team review; and (iv) reference calls with associated parties. Based on the outcome of the due diligence review, the Alternative Investment Fund Manager then makes investment decisions on behalf of the Company. The Alternative Investment Fund Manager continuously reviews all investments to determine if fair values are being provided by the investment manager. If it is deter-mined that the values provided are not fair values under IFRS then the Alter native Investment Fund Manager revalues the investment using the techniques described in note 2 “Critical accounting estimates and judgments” and proposes a valuation adjustment to the Board of Directors.

  • 26 Crown Asia-Pacific Private Equity III plc | Annual report 2015 | Notes to the financial statements

    1 Fair market value refers to the valuations ascribed to the various portfolio companies of the underlying private equity funds2 With effect from the third quarter of 2015, the industry classifications of the underlying companies are based on the Global Industry Classification Standard (GICS)

    The following table represents the roll forward valuation of Level 3 instruments at 31 December 2015:

    Investments at fair value through profit or loss

    2015 USD

    2014 USD

    Valuation at 1 January 2015/ 30 April 2014

    3,679,150 –

    Additions 73,186,971 2,822,202

    Disposals (2,467,136) –

    Realized gains 41,088 –

    Realized losses (33) –

    Unrealized gains 17,293,199 856,948

    Unrealized losses (216,062) –

    Valuation at 31 December 91,517,177 3,679,150

    Change in unrealized gains or losses for Level 3 assets held at year/period end and included in other net changes in fair value on financial assets and financial liabilities at fair value through profit or loss 17,077,137 856,948

    Total unrealized gains or losses in the above table are included in the statement of comprehensive income under net gain on investments at fair value through profit or loss.

    The following tables present a breakdown of both the geographic and industrial focus of the underlying private equity investments based on the latest available financial information (primarily 30 September).

    2015 %

    2014 %

    Diversification by industry (FMV1,2)

    Consumer discretionary 19.4

    Industrials 15.3 –

    Utilities 11.0 61.1

    Health care 10.6 –

    Information technology 10.6 –

    Consumer staples 9.5 –

    Financials 9.1 –

    Materials 8.1 30.6

    Telecommunication services 4.2 –

    Other 2.2 0.1

    Energy – 8.2

    Total 100.0 100.0

    2015 %

    2014 %

    Diversification by geography (FMV)

    China 45.8 100.0

    India 28.2 –

    South Korea 8.7 –

    Indonesia 3.5 –

    Singapore 2.1 –

    Vietnam 2.0 –

    Other 9.8 –

    Total 100.0 100.0

    Factors influencing the fair value of investments are discussed in note 14.

    9. Accrued expenses and other payables

    2015 USD

    2014 USD

    Due within one year

    Investment management fee 426,581 –

    Administration fee 16,305 18,152

    Depositary fees 9,928 4,155

    Audit fee 15,260 22,084

    Commitment fee 60,667 29,333

    Trade creditors and accruals 52,539 34,808

    Interest payable on bank loan 5,696 –

    586,976 108,532

    Due after one year

    Performance fee 395,287 –

    395,287 –

    A performance fee provision of USD 395,287 was accrued at the year end as the net assets exceeded the net capital contributed by investors to date, together with an 8% compound annual rate of return on their net contributed capital. The performance fee will not be paid to the Alternative Investment Fund Manager until such time as each investor has received an amount equal to it’s contributed capital plus the compounded 8% rate of return on such net contributed capital. No performance fee was accrued at the period ended 31 December 2014.

    As at 31 December 2015, there was a guarantee in place in connec-tion with a loan held by investment S5-1. The guarantee is equivalent to the capital commitment on this investment.

  • Notes to the financial statements | Annual report 2015 | Crown Asia-Pacific Private Equity III plc 27

    10. Due to banks

    2015 USD

    2014 USD

    Short-term bank loan 21,700,000 –

    21,700,000 –

    The short-term bank loan of USD 21,700,000 was held with LGT Bank (Ireland) Limited for the ten day period to 8 January 2016 at a rate of 3.1500%.

    11. Share capital

    AuthorizedThe authorized share capital of the Company is divided into three management shares of USD 1 each and 500,000,000 participating shares of no par value.

    Management sharesManagement shares issued by the Company amount to USD 3, being three management shares of USD 1 each, fully paid.

    The management shares do not form part of the net asset value of the Company and are thus disclosed in the financial statements by way of this note only. In the opinion of the Board of Directors, this disclosure reflects the nature of the Company’s business as an investment fund.

    Participating sharesThe issued participating share capital is at all times equal to the net asset value of the Company.

    Shares are issued and redeemed in lieu of capital calls and distribu-tions made by the Company which in turn are limited by investors’ total subscribed capital and the Company’s distribution policy, respec-tively.

    Investors subscribing for participating shares after the initial closing date are charged interest of LIBOR plus 2% per annum on the con-tributed capital calculated from the original value date of the capital call up to the relevant closing date.

    The voting rights of the participating shareholders are as outlined in the Directors’ report and all share classes are equal in respect of their voting rights. The issue and redemption of shares in the Company are determined by the capital calls and distributions as declared by the Company in accordance with the provisions of the Prospectus. As this is a closed ended fund the investors cannot request a issuance or redemption of shares.

    Significant investorsThree investors held ten per cent or more of the share capital of the Company at the year end (2014: two).

    Schedule of related party transactions

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

    Terms and conditions

    Transaction type

    2015 USD

    2014 USD

    LGT Capital Partners (Ireland) Limited/ note 5 Investment management fee 1,765,582 –

    Common directorships/ note 5/9 Investment management fee payable 426,581 –

    Investment management agreement/ note 5 Investment performance fee 395,287 –

    Direct note 5/9 Investment performance fee – accrual 395,287 –

    LGT Fund Managers (Ireland) Limited/ Note 5 Administration fee 66,220 31,450

    Common directorships/ Note 5/9 Administration fee payable 16,305 18,152

    Administration agreement/

    Direct

    LGT Bank (Ireland) Limited/ note 10 Due to banks 21,700,000 –

    Common directorships/ note 9 Interest payable 5,696 –

    Loan agreement/ note 12 Finance costs – interest charges 400,380 –

    Direct note 12 Other operating expenses – commitment fees 121,667 29,333

    note 12 Other operating expenses – commitment fees payable 60,667 29,333

    Share capital movements

    Share class as of 31 December 2015 Share class as of 31 December 2014

    Number of shares in issue “A” “B” “L” “O” “A” “B” “L” “O”

    At beginning of year/period - - - 44,000.00 – – – –

    Issued 196,800.00 62,525.00 55,350.00 256,694.00 – – – 44,000.00

    At end of year/period 196,800.00 62,525.00 55,350.00 300,694.00 – – – 44,000.00

  • 28 Crown Asia-Pacific Private Equity III plc | Annual report 2015 | Notes to the financial statements

    The Company has the option to purchase shares from investors by way of a share repurchase as part of its distribution policy.

    Significant investors 31 December 2015

    Shares held % of issued share capital

    Investor reference CAPE3001 123,000.00 20.0

    Investor reference CAPE3002 102,500.00 16.7

    Investor reference CAPE3016 61,500.00 10.0

    Significant investors 31 December 2014

    Shares held % of issued share capital

    Investor reference CAPE3001 24,000.00 54.5

    Investor reference CAPE3002 20,000.00 45.5

    12. Related party disclosuresParties 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 operating decisions. In the opinion of the Board of Directors, the parties referred to in the schedule accompany-ing this note are related parties under IAS 24 “Related Party Disclo-sures”.

    The management shares referenced in note 11 are held by LGT Capital Partners (Ireland) Limited, LGT Bank (Ireland) Limited and LGT Fund Managers (Ireland) Limited respectively.

    Directors’ fees of USD 1,137 (2014: USD 440) are charged in respect of Konrad Baechinger’s services for 2015. Legal fees are centralized through an LGT entity which is then reimbursed for costs incurred which amounted to USD 289,770 for the year end 31 December 2015 (2014: USD 37,690).

    Directors of this Company along with their dependants, may also be directors of or connected with shareholders invested in the Company. These shareholders have transacted on an equal basis as all other shareholders within a similar class and they represent 23.9% (2014: 54.5%) of the shareholdings in the Company.

    The Company currently has a credit facility with LGT Bank (Ireland) Limited for the lower of USD 30,000,000 or 20% of the net asset value plus 20% of total unfunded subscriptions, maturing on 31 December 2016 (the “Final Maturity Date”). The loan is secured against the Company’s bank accounts and from shareholders’ unfunded commitments. The margin is 2.25% and the commitment fee is 40 basis points.

    The facility was used for 365 days during the year. The average usage over this period was USD 9.8 million with borrowing rates ranging from 2.5% to 3.2%.

    Dire