RNS Number : 4605C
Cloverie PLC
01 September 2008
UNAUDITED REPORT AND FINANCIAL STATEMENTS
CLOVERIE PLC
FOR THE HALF YEAR ENDED 30TH JUNE 2008
CLOVERIE PLC
REPORTS AND FINANCIAL STATEMENTS
FOR THE HALF YEAR ENDED 30TH JUNE 2008
CONTENTS
PAGE
DIRECTORS AND OTHER INFORMATION 2
DIRECTORS' REPORT 3 - 4
STATEMENT OF DIRECTORS' RESPONSIBILITIES 5
INDEPENDENT AUDITORS' REPORT 6 - 7
STATEMENT OF ACCOUNTING POLICIES 8
PROFIT AND LOSS ACCOUNT 9
BALANCE SHEET 10
CASHFLOW STATEMENT 11
NOTES TO THE FINANCIAL STATEMENTS 12 - 21
CLOVERIE PLC
DIRECTORS AND OTHER INFORMATION
DIRECTORS Adrian Masterson (Irish)
Adrian Wrafter (Irish)
REGISTERED OFFICE 1 North Wall Quay
International Financial Services Centre
Dublin 1.
TRUSTEE Citibank Agency & Trust
Citibank N.A. 14th Floor
Citigroup Centre
Canada Square
Canary Wharf
London E14 56B.
JP Morgan
Trinity Tower
9 Thomas Moore St
London W1W 1YT.
ADMINISTRATOR Citigroup Capital Finance Ireland Ltd.
1 North Wall Quay
International Financial Services Centre
Dublin 1.
SECRETARY Adrian Masterson
AUDITORS Deloitte & Touche
Chartered Accountants & Registered Auditors
Earlsfort Terrace
Dublin 2.
BANKERS Citibank (London Branch)
PRINCIPAL PAYING AGENT Citibank Agency & Trust
& CUSTODIAN Citibank N.A. 14th Floor
Citigroup Centre
Canada Square
Canary Wharf
London E14 56B.
SOLICITORS A. & L. Goodbody
I.F.S.C.
25 - 28 North Wall Quay
Dublin 1.
CLOVERIE PLC
INTERIM DIRECTORS' REPORT
The directors present the unaudited half yearly report and financial statements of Cloverie plc (the "Company") for the half year ended
30th June 2008.
PRINCIPAL ACTIVITIES, BUSINESS REVIEW AND FUTURE DEVELOPMENTS
The Company has established a USD25,000,000,000 Secured Note Issuance Programme (the "Programme") to issue notes (the "Notes"). Notes
will be issued in Series (each a "Series") and the terms and conditions of the Notes of each Series will be set out in a Supplemental
Programme Memorandum for such Series (each a "Supplemental Programme Memorandum").
Each Series of Notes will be secured as set out in the terms and conditions of the Notes including by a first fixed charge over certain
charged assets as set out in the relevant Supplemental Programme Memorandum (the "Collateral") and a first fixed charge over funds held by
the Agents under the Agency Agreement (each as defined in the terms and conditions of the Notes). Each series may also be secured by an
assignment of the Company's rights under a Swap Agreement and/or Option Agreement and/or Credit Support Document (each as defined in the
terms and conditions of the Notes) and any additional security as may be described in the relevant Supplemental Programme Memorandum
(together the "Mortgaged Property"). Alternative Investments will be secured in the manner set out above in relation to Notes or in such
other manner as may be set out in the relevant Supplemental Programme Memorandum.
During the period the company continued to issue notes under the terms of the programme memorandum. At 30th June 2008, notes had been
issued through 172 series in Euro, US Dollar, Japanese Yen, Swedish Krone, Norwegian Krone, Danish Krone, Sterling, Hungarian Franc, Polish
Zloty, Slovak Koruna and Czech Krouna.
DIRECTORS AND SECRETARY
There were no changes in directors or secretary during the year.
RESULTS AND DIVIDENDS FOR THE PERIOD
The results for the period are set out on page 9. No dividends are recommended by the directors.
DIRECTORS, SECRETARY AND THEIR INTERESTS
As at 30th June 2008,the directors and the secretary did not hold any interests in the company.
BUSINESS RISKS
The key risks to the business relate to the use of financial instruments.
CLOVERIE PLC
DIRECTORS' REPORT (CONTINUED)
ACCOUNTING RECORDS
The directors believe that they have complied with the requirements of section 202 of the Companies Act, 1990 with regard to the books
of account by employing accounting personnel with the appropriate expertise and by providing adequate resources to the financial function.
The books of account of the Company are maintained at 1 North Wall Quay, IFSC, Dublin 1.
CLOVERIE PLC
STATEMENT OF DIRECTORS' RESPONSIBILITIES
Irish company law requires the directors to prepare interim financial statements which 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 those financial statements, the directors are required
to:
* select suitable accounting policies and then apply them consistently
* make judgements and estimates that are reasonable and prudent
* 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 proper books of account which disclose with reasonable accuracy at any time the financial
position of the company and to enable them to ensure that the financial statements are prepared in accordance with accounting standards
generally accepted in Ireland and comply with Irish statute comprising the Companies Acts, 1963 to 2006. They are also responsible for
safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other
irregularities.
CLOVERIE PLC
STATEMENT OF ACCOUNTING POLICIES
BASIS OF PREPARATION
The interim financial statements are prepared in accordance with generally accepted accounting principles under the historical cost
convention, except as noted below, and comply with financial reporting standards of the Accounting Standards Board, as promulgated by the
Institute of Chartered Accountants in Ireland. Because of the nature of the Company's business and the type of transactions the Company is
in engaged in, the Directors have adapted the profit and loss account to suit the circumstances of the business in accordance with Section
4(13) of the Companies (Amendment) Act, 1986. The interim financial statements are expressed in Euro (EUR or Euro).
OPERATING INCOME AND EXPENSES
All income and expenses are accounted for on an accruals basis.
TAXATION
Corporation tax is provided on taxable profits at current rates applicable to the Company's activities.
FOREIGN CURRENCY TRANSLATION
Purchases of fixed assets in foreign currencies are recorded at the rate ruling at the date of the transaction.
Interest receivable and interest payable are accounted for in the profit and loss account at the average rate of exchange.
The resulting monetary assets and liabilities are retranslated at the exchange rate ruling at the balance sheet date and the exchange
profit/loss is recorded in the profit and loss account.
FINANCIAL INVESTMENTS AND LIABILITIES
In accordance with FRS 26, all of the company's investments are classified as Financial Assets at Fair Value through the Profit and Loss
Account. The fair value of the investments are at market value as at year end.
The company uses derivative financial instruments, Interest Rate Swaps (IRS) and Credit Default Swaps (CDS) to hedge its exposure to a
reference portfolio or debt obligation. The derivatives do not qualify for hedge accounting and are therefore accounted for as held for
trading. Changes in the fair value of derivatives are recognised in the profit and loss account as they arise.
CLOVERIE PLC
PROFIT AND LOSS ACCOUNT
FOR THE HALF YEAR ENDED 30TH JUNE 2008
2008 2007
Notes EUR EUR
Operating income - continuing operations
Interest receivable and similar income 1 73,187,211 256,011,472
Interest payable and similar charges 2 (233,879,959) (915,052,713)
Foreign exchange movements 3 (4,444,808) 35,411,932
Fair value movement on assets 5 (267,667,051) (137,662,086)
Fair value movement on notes 467,301,395 854,210,141
Fair value movement on swaps (34,486,788) (92,918,746)
Profit on ordinary activities before taxation - -
Tax on profit on ordinary activities 4 - -
Profit on ordinary activities after taxation - -
All items dealt with in arriving at the profit for the year ended 31 December 2007 related to continuing operations.
CLOVERIE PLC
BALANCE SHEET
AS AT 30TH JUNE 2008
2008 2007
Notes EUR EUR
FIXED ASSETS
Collateral investments 5 3,139,107,421 3,399,305,570
Financial derivatives 6 (982,964,722) (777,362,689)
TOTAL INVESTMENTS 2,156,142,669 3,321,942,881
CURRENT ASSETS
Cash at bank 7 535,648,579 36,852,782
Debtors 8 35,674,303 45,314,770
571,322,882 82,167,552
CREDITORS: (Amounts falling due within one year) 9 (571,282,881) (82,122,551)
NET CURRENT LIABILITIES 40,001 40,001
CREDITORS: (Amounts falling due after
more than one year) 10 (2,156,102,669) (2,621,942,881)
NET ASSETS 40,000 40,000
CAPITAL AND RESERVES
Called-up share capital 11 40,000 40,000
Profit and loss account - -
SHAREHOLDERS' FUNDS - non equity 12 40,000 40,000
CLOVERIE PLC
NOTES TO THE FINANCIAL STATEMENT
FOR THE HALF YEAR ENDED 30TH JUNE 2008
1. INTEREST RECEIVABLE AND SIMILAR INCOME 2008 2007
EUR EUR
Interest income on collateral 93,676,126 147,455,211 Interest payable on swaps (25,039,582) 103,089,613
Bank interest income 4,550,667 5,466,648
Amortisation of premium on notes -
Accretion of discount on collateral -
73,187,211 256,011,472
2. INTEREST PAYABLE AND SIMILAR CHARGES 2008 2007
EUR EUR
Interest payable on notes 51,326,826 213,753,047
Interest payable on swaps 182,553,133 701,299,666
Accretion of discount on notes issued - -
Amortisation of premium on collateral - -
233,879,959 915,052,713
3. FOREIGN EXCHANGE MOVEMENTS 2008 2007
EUR EUR
Realised foreign exchange gains/(losses) 1,393,173 22,169,305
Unrealised foreign exchange (losses)/gains 76,366,408 110,663,433
Unrealised exchange gain/(loss) on collateral purchased (82,204,389) (97,420,806)
(4,444,808) 35,411,932
4. TAXATION 2008 2007
EUR EUR
Corporation tax - -
The Company is charged to corporation tax at a rate of 25%.
CLOVERIE PLC
NOTES TO THE FINANCIAL STATEMENT
FOR THE HALF YEAR ENDED 30TH JUNE 2008 (CONTINUED)
5. COLLATERAL INVESTMENTS
2008 2007
EUR EUR
Net investments-at 30TH June 2008 3,365,365,837 3,357,887,936
MTM adjustment (226,259,417) 41,417,634
Fair value at 30TH June 2008 3,139,107,421 3,399,305,507
Breakdown of MTM adjustment:
Opening balance (137.662,026) (179,079,720)
MTM adjustment on collateral investments (130,015,025) 41,417,634
Write off on premiums on collateral - -
Write back of discounts on collateral - -
Net impact on profit and loss account (267,667,051) (137,662,086)
6. FINANCIAL DERIVATIVES
Fair value of interest rates swap (67,121,125) (32,634,337)
Fair value of credit default swaps (915,843,597) (744,728,352)
982,964,722 777,362,689
7. CASH AT BANK 2008 2007
EUR EUR
Cash at bank 535,648,579 36,852,782
CLOVERIE PLC
NOTES TO THE FINANCIAL STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2007 (CONTINUED)
8. DEBTORS 2008 2006
EUR EUR
Accrued interest 35,674,303 45,314,770
9. CREDITORS: (Amounts falling due within one year) 2008 2007
EUR EUR
Accrued interest payable 2,135,675 23,697,031
Corporation tax -
Payable to swap counterparty 495,106,958 58,430,520
497,242,633 82,127,551
10. CREDITORS: (Amounts falling due after more
than one year) 2008 2007
EUR EUR
Notes issued 2,156,102,669 2,621,942,881
11. SHARE CAPITAL - EQUITY 2008 2007
EUR EUR
Authorised
40,000 ordinary shares of EUR1 each 40,000 40,000
Issued
40,000 ordinary shares of EUR1 each 40,000 40,000
CLOVERIE PLC
NOTES TO THE FINANCIAL STATEMENT
FOR THE HALF YEAR ENDED 30TH JUNE 2008 (CONTINUED)
12. RECONCILIATION OF MOVEMENTS
IN SHAREHOLDERS' FUNDS 2008 2007
EUR EUR
Shareholders' funds at the beginning of the year 40,000 40,000
Total recognised gains and losses for the year - -
Transactions with shareholders shares issued at par - -
Shareholders' funds at the end of the year 40,000 40,000
13. OWNERSHIP OF THE COMPANY
The principal shareholder of the Company is Mourant & Co. Trustees Limited, holding 39,994 shares in the company. Maizelands Limited,
Arringford Limited, Juris Limited, Mourant & Co. Secretaries Limited, Offco Limited and Lively Limited hold one share each in the company.
14. OPERATING EXPENSES
All operating costs and expenses, including auditors and directors remuneration, associated with the company are paid by Citigroup
Global Markets Limited in accordance with the terms of a disbursements agreement between the two parties.
This announcement has been issued through the Companies Announcement Service of
The Irish Stock Exchange
This information is provided by RNS
The company news service from the London Stock Exchange
END
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