CQS
NEW
CITY
HIGH YIELD FUND LIMITED
ANNUAL REPORT & FINANCIAL ST
A
TEMENTS
30 JUNE 2022
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2022
Purpose and Strategy
The purpose of the Company is to pr
ovide Shar
eholders with a high dividend yield and the potential for c
apital gr
owth by investing pr
edominantly
in high yielding fixed inter
est securities. T
o achieve this, the str
ategy of the Company is to foll
ow the investment policy outlined on page 13 of this
r
eport and to utilise the benefits of being a closed-ended inves
tment vehicl
e.
Dividends Declar
ed in Respect of Each Financial Y
ear
3.5
3.6
3.7
3.8
3.9
4.0
4.1
4.2
4.3
4.4
4.5
4.6
2021/22
2020/21
2019/20
2018/19
2017/18
2016/17
2015/16
2014/15
2013/14
2012/13
2011/12
2010/11
Dividend per ordinary shar
e (pence)
Sour
ce: Bloomber
g
Net Asset V
alue T
otal Return and Share Pric
e T
otal Return
Index r
estat
ed to 100 fr
om 30 June 2010
Sour
ce: BNP Paribas Securities Servic
es S.C.A., Jersey Branch
Bloomber
g and Morningstar
80
100
120
140
160
180
200
220
240
260
Net asset
value total
r
eturn (dividends r
einvested)
Shar
e price t
otal r
eturn (dividends r
einves
ted)
June
2022
June
2021
June
2020
June
2019
June
2018
June
2017
June
2016
June
2015
June
2014
June
2013
June
2012
June
2011
June
2010
T
otal r
eturn index
1
ANNUAL REPORT 30 JUNE 2022
CQS NEW CITY HIGH YIELD FUND LIMITED
CQS New City High Yield F
und Ltd
Contents
Financial Highlights
2
Financial Highlights
Strategic Report
3
Statement fr
om the Chair
5
Investment Manager’
s Review
6
Classification of Investment P
ortfolio
7
Investment Portf
olio
9
T
en Larges
t Holdings
10
Principal Risks and Uncertainties and Risk Mitigation
12
Stakeholders – Section 172 Statement and Principal Decisions
13
Strategic Review
Dir
ectors
’ Reports and Governanc
e Reports
16
Statement of Director
s’ Responsibilities
in respect of the Annual Report and Financial St
atements
17
Board of Dir
ectors and Investment Manager
20
Directors
’ Report
22
The Board and Committees
24
Statement of Compliance with the AIC Code
25
ESG statement of the Company
28
Report of the Audit and Risk Committee
30
Directors
’ Remuneration Report
Independent Auditor’
s Report
31
Independent Auditor’
s Report to the members
of C
QS New City High Yield Fund Limited
Financial Statements
36
Statement of Compr
ehensive Income
37
Statement of Financial Position
38
Statement of Changes in Equity
39
Cash Flow Statement
40
Notes to the Financial Statements
Supplement
al Information and
Annual General Meeting
55
Glossary of T
erms and Definitions
56
Alternative Performanc
e Measur
es
59
Explanation of Annual General Meeting resolutions
60
Notice of Annual General Meeting
62
Report of the Investment Manager r
elating to Matters under the
Alternative Inves
tment Fund Managers
’ Directive (unaudited)
63
Corporate Inf
ormation
2
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2022
Strategic Report
Financial Highlights
Financial Highlights
NAV and share price total return
**
Year to
30 June 2022
Year to
30 June 2021
Net asset value
*
(NAV)
2.04%
21.38%
Ordinary share price
1.21%
26.31%
Capital Values
30 June 2022
30 June 2021
% change
Total assets less current liabilities (with the exception of the bank loan facility)
£268.0m
£267.2m
0.30%
NAV per ordinary share
*
49.30p
52.62p
(6.31%)
Share price (bid)
1
51.20p
54.80p
(6.57%)
Revenue and Dividends
30 June 2022
30 June 2021
% change
Revenue earnings per ordinary share
**
4.16p
4.18p
(0.48%)
Annual dividends per ordinary share
**
4.48p
4.47p
0.22%
Dividend cover
**
0.93x
0.94x
(1.06%)
Revenue reserve per ordinary share (after recognition of annual dividends)
**
3.26p
3.78p
Dividend yield
**
8.75%
8.16%
Premium
**
3.86%
4.14%
Gearing
**
12.35%
9.21%
Ongoing charges ratio
**
1.19%
1.25%
Dividend History
Rate
xd date
Record date
Payment date
First interim 2022
1.00p
28 October 2021
29 October 2021
30 November 2021
Second interim 2022
1.00p
27 January 2022
28 January 2022
25 February 2022
Third interim 2022
1.00p
28 April 2022
29 April 2022
27 May 2022
Fourth interim 2022
1.48p
28 July 2022
29 July 2022
26 August 2022
Annual dividend per ordinary share
4.48p
First interim 2021
1.00p
22 October 2020
23 October 2020
30 November 2020
Second interim 2021
1.00p
28 January 2021
29 January 2021
26 February 2021
Third interim 2021
1.00p
29 April 2021
30 April 2021
28 May 2021
Fourth interim 2021
1.47p
29 July 2021
30 July 2021
31 August 2021
Annual dividend per ordinary share
4.47p
1
Sourc
e: Bloomber
g
* The definition of the terms used can be f
ound in the glossary on page 55.
** A description of the Alternative Perf
ormance Measur
es used above and inf
ormation on how they ar
e calculat
ed can be found on pages 56 to 58.
3
ANNUAL REPORT 30 JUNE 2022
CQS NEW CITY HIGH YIELD FUND LIMITED
Statement fr
om the Chair
Strategic Report
Statement fr
om the Chair
Highlights
Net asset value t
otal r
eturn of 2.04%
Or
dinary share pric
e total r
eturn of 1.21%
Dividend yield of 8.75%, based on dividends at an annualised rate of
4.48 pence and a shar
e price of 51.20 pence as at 30 June 2022
Or
dinary share pric
e trading at a pr
emium of 3.86% as at
30 June 2022
£17.2m of equity raised during the year to 30 June 2022
Investment and Shar
e Price Perf
ormance
When I last wr
ote to Shar
eholders in February of this y
ear
, I r
eported on
steady pr
ogress f
or the Company in terms of NAV and shar
e price but
noted ther
e wer
e worrying signs of incr
easing inflation and to mitigate
this effect, c
entral banks had begun to incr
ease inter
est rates. The
second half of the Company’
s financial year has indeed been much mor
e
difficult as the terribl
e invasion of Ukraine by Russia has unf
olded.
Markets have been r
attled by this situation and the rising ener
gy costs
which foll
owed. Howev
er
, the full year performanc
e numbers show
that the net asset value of the Company managed a small positiv
e total
r
eturn of 2.04% and 1.21% from the t
otal shar
e price r
eturn.
The pr
emium stood at 3.86% as at 30 June 2022, close t
o the pre
vious
year-end figur
e of 4.14%.
The economic and geopolitical back
drop to your Company’
s financial
year
, particularl
y the second half, has been ex
ceptionally difficult. The
ongoing COVID-19 pandemic is still c
ausing issues acr
oss the world,
notably with suppl
y chains, to which rising inflation and interes
t rates
and the geopolitical ev
ents in the Ukraine have been added. In terms of
dir
ect impact, the Company experienced a 3.1% portf
olio los
s foll
owing
the write-down of Raven Pr
operty Group Ltd and Raven Rus
sia 12%
09-31/12/2059, investments c
onnected to Russia. Y
our Investment
Manager
, Ian (“F
ranco”) F
rancis, has many years of experienc
e working
in volatil
e markets utilising his underl
ying philosophy and st
ock
selection t
o construct a diver
se portfolio and this has been put to
good
use in the curr
ent environment. In my opinion, y
our Company’
s po
rtfolio
r
esults this year against this back
drop of negativ
e news ar
e
commendabl
e and come on the back of the net asset v
alue total r
eturn
of over 21% last y
ear
. The Investment Manager’
s review on page 5
pr
ovides mor
e details.
Earnings and Dividends
The Company’
s rev
enue earnings per or
dinary share wer
e 4.16 pence
for the financial year
, 0.5% lower than the 4.18 penc
e earned last year
.
Earnings wer
e impacted by the passing of c
oupons from Rav
en Property
,
as detail
ed above. In my r
eport last year
, I noted that the Boar
d was
monitoring the potential r
eduction in investment opportunities
availabl
e to the Company because of declining yields. This tr
end looks
to be r
eversing bec
ause of r
ecent rises in inter
est rates fr
om central
Governments which means that the Inves
tment Manager is finding a
gr
eater range of suitabl
e securities to invest in. This bodes w
ell for
futur
e earnings.
The Company declar
ed three int
erim dividends of 1.00 pence in r
espect
of the period and one interim dividend of 1.48 pence sinc
e the year end.
The aggr
egate payment of 4.48 pence per or
dinary share r
epresents a
0.22% incr
ease on the 4.47 pence paid last year
. The Boar
d rec
ognises
the importance of the r
elatively high dividend to Shar
eholders and as
flagged in pr
evious r
eports, decided to utilise 0.32 pence per or
dinary
shar
e of our 3.78 pence per or
dinary shar
e re
venue r
eserves to co
ver
the shortfall of earnings. The Boar
d also decided to increase this
year’
s dividend, albeit marginall
y
, to maintain the Company’
s recor
d of
annual incr
eases which has been unbrok
en since 2007.
Looking forwar
d, the Board expects t
o pay similar dividends in the
curr
ent financial year to last, pos
sibly drawing modes
tly on our
r
eserves but anticipating some incr
ease in earnings per ordinary
shar
e. As I wrot
e in last year’
s report, the Boar
d believes that this
policy is supported by our Shar
eholders whom we consult r
egularly
and we envisage continuing in this way in the near futur
e, utilising one
of the advantages of being a cl
osed-ended fund.
Gearing
In December 2021, the Company r
eplaced its existing l
oan facility with
Scotiabank with a two year £45m f
acility at a current all-in rate of
1.45% plus a daily non-cumulativ
e RFR rate with the same bank. Of
this facility
, £33m was drawn down at 30
June 2022 and the Company
had an effective gearing r
ate of 12.35%. As I have shar
ed in previous
r
eports, the Board belie
ves that a modest but meaningful amount of
gearing (another notabl
e advantage of closed-ended funds c
ompar
ed
to open-ended) is desirabl
e and expects to maint
ain appro
ximately this
le
vel of gearing during the next financial year
.
Shar
e Issuance
F
or most of the year to 30
June 2022, the market attached a pr
emium
rating to your Company’
s shares, allo
wing us to issue new shar
es in
a
gradual manner and onl
y when your Investment Manager was
confident he could inv
est the additional funds fav
ourably
. £17.2m was
raised fr
om new and exis
ting Shareholder
s during the re
view period,
with 31.6m or
dinary shares is
sued fr
om the block listing f
acility
. As
well as a modest incr
ease in net asset value fr
om any issue of shar
es,
the Boar
d believes that ov
er time existing Shar
eholders will benefit
fr
om lower ongoing char
ges and greater liquidity in the Company’
s
shar
es, all other things being equal.
Envir
onmental, Social and Governanc
e
(“ESG”) Statement
The Boar
d’
s intention is to invest r
esponsibly and to consider the
Company’
s broader impact on society and the envir
onment. We believ
e
the integration of ESG f
actors in the inves
tment proc
ess is consis
tent
with delivering sustainabl
e attractive r
eturns for Shar
eholders through
deeper
, more informed inv
estment decisions. The Boar
d has re
viewed
and agr
eed the ESG approach adopt
ed by the Company and a summary
of this is set out on pages 25 to 27.
4
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2022
Strategic Report
Statement fr
om the Chair
Statement fr
om the Chair
Notice of Annual Gener
al Meeting
The notice of the Annual General Meeting t
o be held at 11.00 a.m. at
IFC1, The Esplanade, St. Helier
, Jersey
, JE1 4BP on 1 December 2022,
including the pr
oposed resolutions, c
an be found on page 59. The
Boar
d considers that the pas
sing of the resolutions t
o be proposed at
the Annual General Meeting is in the best inter
ests of the Company
and its Shar
eholders as a whole and is
most likel
y to pr
omote the
succes
s of the Company for the benefit of the Shareholder
s as a whole.
The Boar
d unanimously r
ecommends that all Shareholder
s vote in
favour of these r
esolutions.
Outlook
The envir
onment is particularly uncert
ain at present and unlik
ely to
become l
ess so in the immediate futur
e. We c
an be pretty sur
e we will
see further inter
est rate rises but ho
w this translates into the inflation
trajectory and impact on ec
onomic growth is not cl
ear
. However
, I believe
that your Company’
s portfolio has the attributes to w
eather the current
storm. I have writt
en befor
e that the short remaining life of th
e majority
of our fixed inter
est investments gives us some pr
otection from rising
yields and I expect that the rigor
ous credit anal
ysis carried out by the
team of your Inves
tment Manager on the bond issuers r
educes our
default risk. Finall
y
, the portfolio is well div
ersified including some
exposur
e to currencies other than st
erling and small but signific
ant
holdings in equities. All these factor
s add up to a r
obust portfolio and
overall, I belie
ve we ar
e in good shape to continue delivering attractive
r
eturns to our shar
eholders.
Caroline Hit
ch
Chair
15 September 2022
5
ANNUAL REPORT 30 JUNE 2022
CQS NEW CITY HIGH YIELD FUND LIMITED
Investment Manager’
s Review
Strategic Report
Inves
tment Manager’
s Revie
w
Intr
oduction
After a quiet six-month period to the end of December 2021, the sec
ond
half of our financial year has seen major political and ec
onomic
upheavals. As the r
estrictions from the lates
t COVID-19 Omicr
on
variant began to r
ecede, markets began to f
ocus more on inflation
concerns and what c
entral Governments could do to r
ein in rampant
inflation le
vels. Then came the dr
eadful Russian invasion of Ukraine in
F
ebruary 2022 which brought the spectr
e of an all-out war to Europe
and caused commodities pric
es, particularly in ener
gy
, to increase
substantiall
y and exacerbat
e the worries over inflation. Equity and
Bond markets in the firs
t six months of 2022 have fall
en sharply as
investor
s have become c
oncerned about inflation and the potential f
or
economic r
ecessions. The Company’
s portfolio has been affect
ed by a
Russia connect
ed investment of which further details ar
e provided
below; ne
vertheles
s, the diverse natur
e of our portfolio holdings has
meant that the overall net as
set value total return f
or the 12 months to
30 June 2022 is a positive one at a modest 2.04%.
Market and ec
onomic re
view
The first half of our financial year saw ec
onomists and market
commentator
s begin to r
ealise that the spectr
e of inflation was more
permanent than they had pr
eviousl
y thought. At the end of June 2021,
the UK CPI r
eading was an annual increase of 2.4%; by the end of
December 2021 this had r
eached 5.4% and at our year-end in June
2022 consumer inflation was a massiv
e 9.1%. A similar pattern
emer
ged in the US and Europe. Up until the s
tart of December 2021
equity stock mark
ets seemed to shrug off worries over inflation and
COVID-19 r
estrictions and were generall
y positive with major indices
at near all-time highs in many markets. Mark
ets started t
o come off
their highs late in 2021 and fell sharpl
y in January 2022 as economies
stall
ed as supply chains wer
e under pres
sure fr
om rising inflation and
ongoing COVID-19 r
estrictions.
As we started F
ebruary
, concerns w
ere r
aised about the devel
oping
mobilisation of a considerabl
e Russian for
ce on the bor
der of Ukraine.
Despite warnings fr
om western go
vernments, on 24 February 2022 we
saw the terribl
e full-on attack on various ar
eas of Ukraine, fr
om which
point western sanctions hav
e been massivel
y incr
eased. The continuing
Russian invasion of Ukr
aine has increased the pr
essur
es on supply
chains and inflated prices f
or oil, gas, and many har
d and soft
commodities. The net eff
ect is the slowing of ec
onomic growth and
post-pandemic r
ecov
ery globall
y
. Government lar
gesse is c
onstrained
as the concert
ed stimulus to pr
otect economies during the early
COVID-19 era is lar
gely at an end. Generall
y
, the major tool availabl
e to
central banks t
o curb inflation is inter
est rates and we hav
e started to
see a wave of inter
est rate rises ar
ound the world.
Markets have f
allen sharply in 2022 as inves
tors worry about inflation
and slowing gr
owth with the spectre of “s
tagflation” becoming appar
ent.
In the UK, the FTSE All-Shar
e Index fell by 6.6% o
ver the six months to
the end of June 2022 as the high weighting to commodity s
tocks help
mitigate the fall wher
eas the Euro Sto
xx 600 fell by 16% and the S&P
500 fell by 20.6% ov
er the same period. High yield bond markets wer
e
also weak falling by ar
ound 14%.
Portf
olio Review
W
e have continued to maint
ain a diversified portf
olio acros
s a range of
sectors and during the year w
e have incr
eased the proportion of the
portfolio held in non-st
erling currencies t
o help prot
ect against
sterling weaknes
s.
The Company’
s portfolio was negativel
y affected by the Ukraine c
onflict
as we held investments in a Guernse
y domiciled c
ompany called Rav
en
Pr
operty Group which has dir
ect exposur
e to Russia. Its main busines
s
is operating war
ehouses for W
estern companies in St. Pet
ersbur
g and
Moscow
. At the end of January
, we had 2.9% of the Company’
s portfolio
in the Raven Pr
operty 12% pr
efer
ence shares and 0.2% in its or
dinary
shar
es. Foll
owing the invasion, Raven suspended its shar
es and
advised it was unlikel
y to be able to continue maint
aining normal
operations. It has since been delis
ted fr
om the stock ex
change, coupon
payments on the pr
efer
ence shares have c
eased and the price of both
securities has been written down to zer
o in the Company’
s portfolio.
W
e ar
e monitoring the position and will wait to see what happens to
Raven Pr
operty when hopefully the situation s
tabilises.
Thr
ee of the new holdings in the top ten ov
er the year ar
e positions that
we have held f
or some time and have made their way into the top ten
mor
e rec
ently
, namely REA Finance, St
onegate Pub Gr
oup and
Diversified Ener
gy
. There ar
e two other new holdings in the top ten;
Mangr
ove Lux
co 7.775% 2025 which is a holding company f
or a German
heat ex
change manufactur
er and Hawk Debtco 10.5% 2024 which is a
financing company f
or an Aberdeen based ener
gy services firm.
The r
evenue acc
ount has seen earnings per or
dinary share of 4.16p
come in bel
ow our total dividend of 4.48p f
or the year
. In past years we
have been abl
e to put significant sums into the r
evenue r
eserves and
we have again modestl
y utilised these this year to ensure that this
dividend is paid to shar
eholders. In my r
egular discussions with
shar
eholders the r
evenue and dividends ar
e topics of crucial
importance and the ability of any portf
olio company to pay its c
oupon
or expected dividend is one of the major indic
ators we f
ollow
.
Outlook
The backgr
ound for the short to medium term is har
dly a positive one.
Ther
e is the prospect of s
tagflation in the UK, incr
easing inter
est rates,
double digit inflation, incr
easing unrest fr
om major unions in the UK
pr
omising an autumn and winter of discontent. W
e have a new prime
Minister in the UK and she has an oner
ous task ahead of her in trying
to change exis
ting policies in order t
o tackle the c
ost-of-living crisis.
Ther
e are also a hos
t of external f
actors out of the contr
ol of the UK
government such as the ongoing war in Ukraine and c
ontinuing
lock
downs in China.
F
or the Company
, whilst all the above put s
tr
esses and strains on the
markets, we hav
e a diverse portf
olio acros
s sectors and curr
encies and
imperfect mark
ets should cr
eate opportunities for prudent inves
tment.
W
e have seen these types of market bef
ore and will continue to w
ork
har
d for you.
Ian “Fr
anco” F
rancis
New City Investment Manager
s
15 September 2022
6
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2022
Strategic Report
Classification of Inv
estment Portfolio
Classification of Inv
estment Portf
olio
As at 30 June
By Currency
2022 Total
investments
%
2021 Total
investments
%
Sterling
62
68
US Dollar
23
22
Euro
12
9
Swedish Krona
2
Norwegian Krone
1
1
Total investments
100
100
By Asset Class
2022 Total
investments
%
2021 Total
investments
%
Bonds
81
84
Equity shares
19
15
Convertible Bonds
1
Total investments
100
100
Classification of Inv
estment Portf
olio by Sector
As at 30 June
2022 Total
investments
%
2021 Total
investments
%
Financials
36.9
45.0
Energy
21.8
16.5
Industrials
10.8
10.4
Consumer Discretionary
10.1
6.0
Consumer Staples
9.0
8.2
Information Technology
4.9
2.9
Real Estate
4.3
6.9
Materials
2.2
4.1
Total Investments
100.0
100.0
7
ANNUAL REPORT 30 JUNE 2022
CQS NEW CITY HIGH YIELD FUND LIMITED
Investment Portf
olio
Strategic Report
Inves
tment Portfolio
As at 30 June 2022
Company
Sector
Valuation
£’000
Total
Investments %
Galaxy Finco Ltd 9.25% 31/07/2027
Financials
12,774
4.9
Shawbrook Group 31/12/2059 FRN
Financials
12,409
4.7
Virgin Money FRN PERP
Financials
12,188
4.6
Aggregated Micro 8% 17/10/2036
Energy
10,900
4.1
Co-Operative Fin 25/04/2029 FRN
Financials
8,616
3.3
REA Finance 8.75% 31/08/2025
Consumer Staples
8,592
3.3
Stonegate Pub 8.25% 31/07/2025
Consumer Discretionary
8,308
3.2
Mangrove Luxco Ltd 7.775% 19-09/10/2025
Financials
7,637
2.9
Hawk Debtco Ltd 10.5% 22/12/2024
Industrials
7,507
2.8
Diversified Energy Co Plc
Energy
7,490
2.8
Top ten investments
96,421
36.6
Albion Financing 8.75% 21-15/04/2027
Industrials
7,221
2.7
Boparan Finance 7.625% 30/11/2025
Consumer Staples
7,192
2.7
Arrow Bidco LLC 9.5% 15/03/2024
Consumer Discretionary
6,858
2.6
American Tanker 7.75% 02/07/2025
Energy
6,489
2.5
Euronav NV
Energy
6,026
2.3
Garfunkelux Hold 7.75% 20-01/11/2025
Financials
5,708
2.2
VPC Specialty Lending Invest
Financials
5,004
1.9
Just Group Plc 31/12/2059 FRN
Financials
4,583
1.7
Inspired Enterta 7.875% 21-01/06/2026
Information Technology
4,537
1.7
Azerion Holdings 7.25% 28/04/2024
Information Technology
4,344
1.7
Top twenty investments
154,383
58.6
M&G Plc
Financials
4,281
1.7
REA Holdings Plc PREF
Consumer Staples
4,215
1.6
Ithaca Energy N 9% 21-15/07/2026
Energy
4,208
1.6
Matalan Finance 9.5% 18-31/01/2024
Consumer Discretionary
3,845
1.5
Enquest Plc 7% 15/10/2023
Energy
3,689
1.4
Shamaran 12% 05/07/2023
Energy
3,550
1.3
Phoenix Group Holdings Plc
Financials
3,542
1.3
Euronav Lux 6.25% 21-14/09/2026
Energy
3,508
1.3
Barclays Plc 29/12/2049 FRN
Financials
3,481
1.3
Deutsche Bank AG 30/05/2049 FRN
Financials
3,370
1.3
Top thirty investments
192,072
72.9
Stonegrate Pub 8% 20-13/07/2025
Consumer Discretionary
3,311
1.2
TVL Finance 9% 20-15/01/2025
Consumer Discretionary
3,228
1.2
Welltec A/S 9.5% 01/12/2022
Energy
3,200
1.2
Bombardier Inc 7.5% 15/03/2025
Industrials
3,175
1.2
Channel Island Property Fund
Real Estate
3,060
1.2
Coburn Resources 12% 20/03/2026
Materials
3,041
1.2
RM Secured Direct Lending Plc
Financials
2,864
1.1
Siccar Point Energy 9% 04/03/2026
Energy
2,783
1.1
Petrotal Corp 12% 16/02/2024
Energy
2,774
1.0
First Quantum 7.5% 01/04/2025
Materials
2,640
1.0
Top forty investments
222,148
84.3
Summer BC Holdco 9.25% 19-31/10/2027
Industrials
2,377
0.9
HDL Debenture 10.375% 93-31/07/2023
Real Estate
2,270
0.9
Tufton Oceanic Assets Ltd
Financials
2,261
0.9
Doric Nimrod Air Three Ltd
Industrials
2,177
0.8
Oaknorth Bank 01/06/2028 FRN
Financials
2,020
0.8
Lloyds Banking 29/12/2049 FRN
Financials
1,948
0.7
8
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2022
Strategic Report
Investment Portf
olio
Company
Sector
Valuation
£’000
Total
Investments %
AEW UK REIT Plc
Real Estate
1,929
0.7
Gaming Innovation 11/06/2024 FRN
Information Technology
1,893
0.7
Independent Oil 20/09/2024 FRN
Energy
1,752
0.7
Lloyds Banking 29/12/2049 FRN
Financials
1,746
0.7
Top fifty investments
242,521
92.1
NewRiver REIT plc
Real Estate
1,642
0.6
Greenfood AB 21-04/11/2025 FRN
Consumer Staples
1,639
0.6
Kent Global Plc 10% 28/06/2026
Energy
1,440
0.5
Palace Capital Plc
Real Estate
1,260
0.5
Navig Topco Holding 12% 03/05/2023
Industrials
1,254
0.5
Regional REIT Ltd
Real Estate
1,072
0.4
Nor5ke Viking 21-03/05/2024 FRN
Information Technology
1,037
0.4
House Of HR 7.5% 15/01/2027
Industrials
1,002
0.4
Harbour Energy Plc
Energy
868
0.3
Navigator Holdings 8% 10/09/2025
Energy
818
0.3
Top sixty investments
254,553
96.6
REA Holdings Plc 7.5% 30/06/2026
Consumer Staples
764
0.3
Casino Guichard 31/01/2049 FRN
Consumer Staples
757
0.3
REA Trading 9.5% 21-30/06/2024
Consumer Discretionary
650
0.3
Shamaran 12% 21-30/07/2025
Energy
631
0.3
Croma Security Solutions Group
Information Technology
625
0.2
Marex Group 22-30/12/2170 FRN
Financials
619
0.2
Hoist Finance AB 31/12/2060 FRN
Financials
573
0.2
West Bromwich BS 11% 18-12/04/2038
Financials
524
0.2
Cabonline GR 22-19/04/2026 FRN
Information Technology
482
0.2
R.E.A. Holdings Plc CW 15/07/2025
Consumer Staples
453
0.2
Top seventy investments
260,631
99.0
Other investments (36)
2,762
1.0
Total investments
263,393
100.0
Notes:
CV – Convertibl
e Bond
FRN – Floating Rate Not
e
PERP – Perpetual
PREF – Pref
erence Shar
es
REIT – Real Estate Inv
estment T
rust
9
ANNUAL REPORT 30 JUNE 2022
CQS NEW CITY HIGH YIELD FUND LIMITED
T
en Largest Holdings
Strategic Report
T
en Lar
gest Holdings
Valuation
30 June 2021
£’000
Purchases
£’000
Sales
£’000
Revaluation
gain/(loss)
£’000
Valuation
30 June 2022
£’000
Galaxy Finco Ltd 9.25%
31/07/2027
12,133
1,905
(1,264)
12,774
A specialist provider of warranties
for consumer electric products.
Shawbrook Group 7.875%
FRN PERP
10,793
2,074
(458)
12,409
A British multinational banking
and financial services company.
Virgin Money FRN PERP
12,895
(707)
12,188
A British banking company
concentrating on UK Retail and
SME regional banking services.
Aggregated Micro 8%
17/10/2036
8,838
2,281
(219)
10,900
A British company using small
scale, established technologies to
convert wood and waste into
energy in the form of heat and
electricity.
Co-Operative Finance
25/04/2029 FRN
8,466
1,058
(908)
8,616
A retail and commercial bank in the
United Kingdom.
REA Finance 8.75%
15-31/08/2025
6,318
1,881
393
8,592
Cultivator of oil palms in the
Indonesian province of East
Kalimantan and producer of crude
palm oil and palm products from
fruit harvested from oil palms.
Stonegate Pub 8.25%
20-31/07/2025
6,271
3,208
(1,171)
8,308
Operator of various formats
ranging from high-street pubs
and traditional country inns to
local community pubs, student
pubs, and late-night bars and
venues in the United Kingdom.
Mangrove Luxco 7.775%
19-09/10/2025
8,142
(505)
7,637
Holding company for a German
heat exchange manufacturer.
Hawk Debtco Ltd 10.5%
20-22/12/2024
3,494
3,539
474
7,507
A financing company for an
Aberdeen-based energy services
firm.
Diversified Energy Co Plc
3,205
3,861
424
7,490
Energy Company focusing on
US natural gas.
59,518
40,844
(3,941)
96,421
10
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2022
Strategic Report
Principal Risks and Uncertainties and Risk Mitigation
Principal Risks and Unc
ertainties and Risk Mitigation
Risks ar
e inherent in the inv
estment pr
ocess, but it is import
ant that their nature and magnitude ar
e understood so that risks can be identified
and either avoided or contr
olled. The Boar
d has established a detail
ed framework to manage the ke
y risks that the business is expo
sed to, with
associated policies and pr
ocesses devised t
o mitigate or control those risks.
Principal risks and mitigations ar
e discussed r
egularly at Boar
d and Audit Committee meetings. At the meeting held in June 2022 the Board
discussed risk appetite and c
onsidered whether principal risks w
ere incr
easing, decreasing or st
atic during the course of the y
ear including any
ongoing impact of COVID-19 and the conflict in Ukr
aine. The Board also c
onsider
ed any new or emerging risks.
The principal risks and mitigating factor
s faced by the Company ar
e set out below
.
Risk
Description
Controls
Dividend and
earnings risk
The earnings that underpin the amount of dividends
declar
ed and future dividend gr
owth are gener
ated by
the Company’
s underlying portfolio.
One or mor
e of the follo
wing factors c
ould adversely aff
ect
the Company’
s earnings and, thereby
, its ability to declare
a dividend:
The persistenc
e of lower int
eres
t rates.
A contraction of av
ailable inves
tment opportunities
suitabl
e for the Company
, given its investment objective
and its policy
.
The persistenc
e of adverse mark
et conditions or
government interv
ention during a macro-ec
onomic
crisis r
esulting in cuts to dividend income.
Adverse changes to the tax tr
eatments applicable to the
Company’
s stream of inv
estment and dividend income.
Although the COVID-19 crisis has abated, at l
east for no
w,
ther
e is still heightened economic unc
ertainty that could
impact the value of our Company’
s earnings.
The Boar
d has engaged with CQS (UK) LLP, the Investment
Manager
, to manage the Company’
s portfolio and ther
efore
depends upon the Investment Manager to c
onstruct an
appr
opriate portfolio that will pr
oduce income allo
wing the
Company to meet its dividend tar
get.
The Boar
d monitors the impl
ementation of the investment
strategy
, re
viewing the performanc
e of the Investment
Ma
na
ge
r on an ongoing basis and r
eceiving a formal
pr
esentation fr
om the Investment Manager on a quarterl
y
basis.
The Boar
d rec
eives and r
eviews detail
ed income for
ecasts
pr
epared by the Inv
estment Manager and Administrat
or
at
each Board meeting and when the quart
erly dividends
ar
e declared.
The Company holds r
evenue r
eserves, as at 30
June 2022,
of £15,595,000, which could be used for the maint
enance of
the Company’
s dividend target in adv
erse market c
onditions.
Market risk
leading to a l
oss
of share v
alue
The Company’
s assets consist principall
y of listed fixed
inter
est securities and equities. Its gr
eatest risks are
consequentl
y market r
elated, with exposur
e to movements
in the prices of the Company’
s investments and the l
oss
that the Company might suffer thr
ough holding
investments in the f
ace of negative mark
et movements.
A downturn in capital mark
ets could lead to a l
oss in value
of the Company’
s shares, er
oding the premium and
causing the shar
es to trade at a discount. This risk is
heightened by the impact of Br
exit and ongoing COVID-19,
supply chain is
sues, rising costs particularl
y energy costs,
the conflict in Ukraine and Rus
sian sanctions.
The Boar
d relies upon the r
esearch capabilities of the
Investment Manager and the peopl
e it employs that can
use their expertise t
o build a portfolio, utilising
diversific
ation, to mitigate market risk t
o the extent
possibl
e.
The Boar
d monitors the impl
ementation of the investment
strategy and r
eviews the performanc
e of the Investment
Manager on an ongoing basis and r
eceives a f
ormal
pr
esentation fr
om the Investment Manager on a quarterl
y
basis. At this time, the Boar
d re
views the performanc
e of
the Company’
s investments, including both r
ealised and
unr
ealised gains and losses.
The Company has generall
y traded at a pr
emium to NA
V
.
Any r
eduction in the premium or mov
e to a discount is
discus
sed with the Investment Manager and Br
okers, with
a view to taking action if c
onsidered appr
opriate. The
Investment Manager and Br
oker hold r
egular shareholder
meetings thr
ough which investor sentiment c
an be
gauged.
Key person risk

Performanc
e of the Company may be negativel
y affected
by a change in the fund management team within the
Investment Manager
.
Whilst the l
ead fund manager is responsibl
e for day to day
portfolio management, an Inves
tment Committee at the
Investment Manager also decides k
ey stock sel
ection.
The Boar
d monitors and r
eviews the perf
ormance of the
Investment Manager on an ongoing basis and r
eceives a
formal pr
esentation from the Inv
estment Manager on a
quarterly basis.
The Management Engagement Committee of the Company
formall
y r
eviews the performanc
e of the Investment
Manager annually
.
11
ANNUAL REPORT 30 JUNE 2022
CQS NEW CITY HIGH YIELD FUND LIMITED
Principal Risks and Uncertainties and Risk Mitigation
Strategic Report
Risk
Description
Controls
Gearing risk

A fall in the value of the underl
ying investments could
adversel
y affect the Company’
s le
vel of gearing and
exacerbat
e the decline in value. It could also r
esult in
a br
each of loan co
venants.
Gearing le
vels and complianc
e with loan co
venants ar
e
monitor
ed by the Administrator and the Inv
estment
Manager on a monthly basis.
The Boar
d re
views compliance with the gearing l
evels and
loan c
ovenant complianc
e at r
egular Board meetings.
The Boar
d sets the gearing limits. Gearing will not exc
eed
25% of Shar
eholders
’ funds at the time of borrowing.
Geopolitical risk
The Russian invasion of Ukr
aine has negatively impact
ed
supply chains and incr
eased prices, criticall
y in energy
and food, and inflation is incr
easing across Eur
ope.
Ongoing tension caused by the c
onflict has heightened
market unc
ertainty and incr
eased investment risk.
The Investment Manager has r
eviewed the portfolio to
understand the susc
eptibility of investments to mark
et
disruption and the r
esults of this re
view has been
discussed with the Boar
d. The robustnes
s of corporate
business models during this period of heightened
uncertainty is c
onsidered both in r
elation to the current
portfolio and as part of inves
tment decision-making.
Operational risk

The Company r
elies upon the services pr
ovided by
thir
d
parties and is reliant on the contr
ol systems of
the Investment Manager and the Company’
s other service
pr
oviders.
F
ailures at these thir
d parties could adversel
y impact the
security and/or maintenance of, int
er alia, the Company’
s
assets, dealing and settl
ement pr
ocedur
es, and accounting
r
ecor
ds depend on the effective oper
ation of these systems.
The operating effectiv
eness of thir
d party service provider
s
is r
egularly tes
ted and monitor
ed and r
eported on at each
Boar
d meeting. The Audit and Risk Committee r
eceives an
ISAE 3402 r
eport (report on the description of c
ontr
ols
pla
ce
d in operation, their design and oper
ating
effectivenes
s) on Fund Administration.
The Investment Manager deliv
ers a risk based internal
audit plan which cov
ers differ
ent areas of its operations
that ar
e subject to internal audit, including fr
ont, middle
and infrastructur
e audits. Any areas of conc
ern r
elev
ant
to
the Company are discus
sed with the Audit and Risk
Committee when it meets.
Regulatory risk

The br
each of existing r
egulatory rules, or failing t
o adopt
changes in r
egulatory rules in a timel
y manner
, which
could l
ead to a suspension of the Company’
s stock
ex
change listing or financial penalties.
The Company Secr
etary monitors the Company’
s
compliance with the Lis
ting Rules of the United Kingdom
(UK) Listing Authority and the Company’
s Compliance
Officer with the r
egulatory rules applicabl
e to Jersey
funds. Compliance with the Listing Rul
es is reviewed and
the Boar
d rec
eives a quarterl
y r
eport from the Company’
s
Compliance Officer
.
The Administrator is r
egulated by the Jersey Financial
Services Commission.

Incr
ease in risk for the year ended 30 June 2022 in c
omparison to pr
evious year
.

Risk r
emains static fr
om pr
evious r
eporting period.

Decr
ease in risk for the year ended 30 June 2022 in c
omparison to pr
evious year
.
Emer
ging risks
During Boar
d discussions on principal risks and uncertainties, the Boar
d consider
ed any risks that wer
e not an immediate thr
eat but cou
ld ari
se
in t
he l
onge
r ter
m and
hav
e sig
nific
ant
impac
t on t
he ab
ility
of the Company to continue t
o meet its objectives. Ar
eas discussed include longer t
erm
imp
act
s o
f
cli
mat
e c
han
ge
on
th
e C
omp
an
y’
s portfolio and returns, Geopolitic
al risk due to the conflict in Ukraine and any p
rolonged
e
cono
mic
impact of COVID-19 on differ
ent sectors of the ec
onomy
. The Boar
d reg
ularl
y discus
ses these with
the Inve
stment
Manager
, and rec
eives feedback
based on the Investment Manager’
s r
esearch, and discus
sions with Shareholders and Br
okers. The Investment Manager’
s ESG policy was
r
eviewed and critiqued during the ye
ar
, and th
e Boar
d will
con
tinu
e to a
sse
ss t
hese e
mer
ging ri
sks o
n a regular basis and continue to monitor and
asses
s the requir
ements of impending mandatory regulations f
or TCFD and EU SFDR.
12
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2022
Strategic Report
Stakeholder
s – Section 172 Statement and Principal Decisions
Stakeholder
s – Section 172 Statement and Principal Decisions
Thr
ough adopting the AIC Code, the Board acknowl
edges its duty to comply with section 172 of the UK Companies Act 2006 t
o act in a way th
at
pr
omotes the succes
s of the Company for the benefit of its members as
a
wh
ole
,
h
av
i
ng
re
ga
rd
to
(
am
o
ng
st
o
t
he
r
t
hi
ng
s
):
a)
consequences of any decision in the l
ong-term;
b)
the inter
ests of the Company’
s employ
ees;
c)
need to fos
ter business r
elationships with suppliers, customers and others;
d)
impact on community and envir
onment;
e)
maintaining r
eputation; and
f)
act fairl
y as between members of the Company
.
Information on how the Boar
d has engaged with its stakeholders and pr
omoted the succes
s of the Company
, thr
ough the decisions it has taken
during the year
, whilst having regar
d to the above, is outlined bel
ow
. The Company has no employees.
Stakeholder
How the Board engages
Shareholders
Shareholders provide the capital to allow the Company to be in existence and to pursue its purpose and strategy.
Accordingly, Shareholder support is essential to the continued survival and success of the Company.
The Board recognises that it is important to maintain appropriate contact with major Shareholders to understand
their issues and concerns.
The Board engages with its Shareholders by:
1)
Publishing daily NA
V announcements
2)
Publishing monthly fact sheets
3)
Publishing half yearly and annual r
eports and accounts
4)
Making themselves av
ailable to meet major Shar
eholders as reques
ted
5)
Obtaining Shareholder f
eedback rec
eived via the Inves
tment Manager and Corporate Br
oker
6)
Making themselves av
ailable to ques
tions from Shar
eholders at the Annual General Meeting
Service providers
As a Company with no employees the Board is reliant on third party service providers to help the Company operate
in a compliant and efficient manner.
The Board engages with its service providers by:
1)
Receiving detailed writt
en and verbal r
eports at board meetings
2)
Regular communication with r
epresent
atives via tel
ephone and email to discuss ad hoc matter
s
3)
Undertaking an annual revie
w via the Management Engagement Committee
The wider
community
and the
environment
As a responsible corporate citizen the Company recognises that its operations have an environmental footprint and
impact on wider society.
The Board fully supports the growing importance placed on ESG factors when asking the Company’s Investment
Manager to deliver against the Company’s objectives. The Board has requested that the Investment Manager take
into account the broader social, ethical and environmental issues of companies within the Company’s portfol
io,
acknowledging that companies failing to manage these issues adequately run a long term risk to the sustaina
bility of
their businesses. The Investment Manager has stated that they view ESG factors as a key driver of f
inan
cin
g co
sts,
valuations and performance, while also being capable of acting as a lever to shape and influen
ce the w
orld for
generations to come. The integration and assessment of ESG factors is a crucial part of this commitment, and a key
factor in the Investment Manager’s decision-making. Through embedding ESG into its inv
estmen
t proce
ss the
Investment Manager seeks to enhance its ability to identify value, investment opportunities and, critically, to
generate the best possible returns for its stakeholders. The Investment Manager is a signatory to the United Nations
PRI, fully supporting all Principles for Responsible Investment.
Principal decision
Review of dividend policy:
The Boar
d rec
ognises the importance Shar
eholders place on the Company’
s dividend policy and is cognisant of the need to ensur
e the viability of
the dividend.
It was agr
eed it was in the best inter
ests of the Company and Shar
eholders to marginall
y increase the dividend for the y
ear under re
view
.
13
ANNUAL REPORT 30 JUNE 2022
CQS NEW CITY HIGH YIELD FUND LIMITED
Strategic Review
Strategic Report
Strategic Re
view
Intr
oduction
This r
eview is part of a Strategic Report being pr
esented by the Company
and is designed to pr
ovide information primaril
y about the Company’
s
business and r
esults for the year ended 30 June 2022. It should be r
ead
in conjunction with the Stat
ement from the Chair on pages 3 t
o 4 and
the Investment Manager’
s Review on page
5, which give a detail
ed
r
eview of the investment activities f
or the year and look to the futur
e.
Principal Activity and Status
The Company is a closed-ended inves
tment company and was
incorporat
ed with limited liability in Jersey under the Companies
(Jersey) Law 1991 on 17 January 2007, with r
egister
ed number 95691.
In addition, the Company constitut
es and is regulat
ed as a collectiv
e
investment fund under the Coll
ective Investment Funds (Jer
sey) Law
1988 (“the Law”).
The Company’
s ordinary shar
es are listed on the Official Lis
t of the UK
Listing Authority and admitted to tr
ading on the Main Market of the
London Stock Exchange.
Purpose and Strategy
The Company’
s purpose is stated on the inside fr
ont cov
er of this report.
Investment P
olicy
The Company invests pr
edominantly in fixed inc
ome securities,
including, but not limited to, pr
eferenc
e shar
es, loan stocks, c
orporate
bonds (convertibl
e and/or redeemabl
e) and government stocks. The
Company also invests in equities and other inc
ome yielding securities.
Exposur
e to higher yielding securities may also be obtained by investing
in other closed-ended inves
tment companies and open-ended coll
ective
investment schemes.
Ther
e are no defined limits on securities and ac
cor
dingly the Company
may invest up to 100% of t
otal assets in any particular type of security
.
Ther
e are no defined limits on c
ountries, size or sectors, ther
efore the
Company may invest in c
ompanies regar
dless of c
ountry
, size or sector
and, accor
dingly
, the Company’
s portfolio is cons
tructed without
r
efer
ence to the composition of any stock mark
et index or benchmark.
The Company may
, but is not obliged to, inves
t in derivatives, financial
instruments, money mark
et instruments and curr
encies for the
purpose of efficient portfolio management. The Company may acquir
e
securities that ar
e unlisted or unquoted at the time of inv
estment but
which ar
e about to be convertibl
e, at the option of the Company
, into
securities which ar
e listed or traded on a st
ock ex
change. The Company
may continue to hold securities that c
ease to be listed or tr
aded if the
Investment Manager c
onsiders this appr
opriate. The Boar
d has
established a maximum inves
tment limit in this regar
d of 10%
(cal
culated at the time of any r
ele
vant investment) of the Company’
s
total as
sets. In addition, the Company may invest up to 10% (cal
culated
at the time of any r
elev
ant investment) of its total as
sets in other
securities that ar
e neither listed nor traded at the time of inves
tment.
The Company will not invest mor
e than 10% (calculated at the time of
any r
elev
ant investment) of its total as
sets in other collective inv
estment
undertakings (open-ended or closed-ended).
The Company may not invest mor
e than 7.5% of its total investments in
the same investee c
ompany and that this be limited to no mor
e than 3
investee c
ompanies with a maximum investment limit of 5% ther
eafter
.
In addition, ther
e is a maximum investment limit wher
eby
, at the time
of investment, the Company may not inves
t mor
e than 5% of its total
investments in any one security
.
The Company uses gearing and the Boar
d has set a current limit that
gearing will not ex
ceed 25% of Shar
eholders’ funds at the time of
borr
owing. This limit is re
viewed fr
om time to time by the Boar
d.
The Investment Manager e
xpects that the Company’
s assets will
normally be full
y invested. However
, during periods in which changes
in economic cir
cumstances, market c
onditions or other factor
s so
warrant, the Company may r
educe its exposur
e to securities and
incr
ease its positions in cash, money mark
et instruments and
derivative instruments in or
der to seek prot
ection from s
tock market
falls or volatility
.
Investment Appr
oach
Investments ar
e typically made in securities which the Inves
tment
Manager has identified as undervalued by the mark
et and which it
believes will generat
e above aver
age income r
eturns relative to their
risk, ther
eby also generating the scope f
or capital appr
eciation. In
particular
, the Investment Manager seeks to generate capit
al gro
wth
by expl
oiting the opportunities present
ed by the fluctuating yield base
of the market and fr
om redemptions, conv
ersions, r
econstructions
and take-o
vers.
Perf
ormance Measur
ement and Key Performanc
e
Indicators (KPIs)
The Boar
d uses a number of performance measur
es to monitor and
asses
s the Company’
s success in meeting its objectives and t
o measure
its pr
ogres
s and performanc
e. The key perf
ormance indicat
ors ar
e
as foll
ows:
Dividend Yield and Dividend Cover
It is intended that the Company will pay four quarterl
y dividends
each year and acc
or
dingly the Boar
d reviews the Company’
s
dividend yield and dividend cov
er on a quarterly basis. F
or the
year ended 30
June 2022, the Company’
s dividend yield was
8.75% (30
June 2021: 8.16%) based upon a share pric
e of 51.20
pence (bid price) as at 30
June 2022 (30June 2021: 54.80 pence)
and its dividend cov
er was 0.93x (30June 2021: 0.94x).
Revenue Earnings and Dividends per ordinary shar
e
The Company has opted to f
ollow the AIC’
s Statement of
Re
c
om
me
nd
ed
Practice: Financial Stat
ements of Investment
T
rusts and Ventur
e Capital T
rusts (the “
AIC SORP”) and, in
accor
dance with the pr
ovisions of the AIC SORP, distinguishes
its pr
ofits derived fr
om re
venue and capital it
ems. The Company
declar
es and pays its dividend out of only the r
evenue profits
of the Company
. The re
venue earnings, whether generated this
year or in pr
evious year
s and held in re
venue r
eserves, r
epresent
the total availabl
e funds that the Directors ar
e able to mak
e a
dividend payment fr
om. The Board r
eviews r
evenue for
ecasts on
a quarterly basis in or
der to determine the quarterl
y dividend.
In r
espect of the current financial y
ear
, the Company declar
ed
dividends of 4.48 pence per or
dinary share out of r
evenue
earnings per or
dinary share of 4.16 penc
e per or
dinary share.
14
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2022
Strategic Report
Strategic Review
Ongoing Charges
The ongoing charges ratio r
epresents the Company’
s management
f
ee
and all other operating expenses incurr
ed by the Company
expr
essed as a perc
entage of the average Shar
eholders
’ funds
ove
r
t
h
e
ye
a
r
.
Th
e
Board r
egularly re
views the ongoing char
ges
an
d m
oni
to
rs a
ll C
om
pa
ny
expenses. The ongoing
charges ratio
for the year ended 30June 2022 was 1.19% (2021: 1.25%).
The Boar
d measures the Company’
s performance by r
eviewing the
KPIs against their expect
ations of performance fr
om their knowledge
of the industry sector
.
These KPIs fall within the definition of ‘
Alternative Perf
ormance
Measur
es
’ (APMs) under guidance issued by the Eur
opean Securities
and Markets Authority
. Additional information explaining how these
ar
e calculat
ed is set out in the Alternative Perf
ormance Measur
es
section on pages 56 to 58.
Going Concern
The Company does not have a fixed winding-up dat
e and, theref
ore,
unles
s Shar
eholders vote to wind-up the Company
, Shareholder
s will
only be abl
e to realise their inves
tment through the sec
ondary market.
At each Annual General Meeting of the Company
, Shareholders ar
e
given the opportunity to vot
e on an ordinary r
esolution to continue the
Company as an investment c
ompany
. If any such resolution is not
passed, the Boar
d will put forward pr
oposals at an extraor
dinary
general meeting to liquidate or otherwise r
econstruct or r
eor
ganise
the Company
. Given the performanc
e of the Company
, input fr
om the
Company’
s major Shareholders and its br
oker
, the Board consider
s it
likel
y that Shar
eholders will vote in f
avour of continuation at the
forthc
oming Annual General Meeting.
The Company’
s existing loan f
acility as detailed on page
46 is due to
expir
e on 17 December 2023 after which it is anticipated the Company
will take out a ne
w facility on compar
able terms. Aft
er making
enquiries of the Investment Manager
, and having consider
ed the
Company’
s investment objective, natur
e of the investment portfolio,
loan f
acility
, expenditur
e projections and impact that the Russia-
Ukraine conflict has on the Company
, the Direct
ors consider that the
Company has adequate r
esour
ces to continue in oper
ational exist
ence
for the f
oreseeabl
e future. F
or this reason the Dir
ectors continue to
adopt the going concern basis in pr
eparing the Financial Statements,
notwithstanding that the Company is subject to an annual c
ontinuation
vote as described abov
e.
Viability Statement
In accor
dance with the pr
ovisions of the AIC Code, the Dir
ectors have
asses
sed the viability of the Company over a period longer than the 12
months r
equired by the ‘Going Conc
ern’ pr
ovision. The Boar
d
conducted this viability r
eview for a period of thr
ee years. The Boar
d
continues to c
onsider that this period r
eflects the l
ong term objectives
of the Company
, being a Company with no fixed lif
e, whilst taking into
account the impact of unc
ertainties in the markets.
Whilst the Dir
ectors do not e
xpect there t
o be any significant changes
to the curr
ent principal and emer
ging risks facing the Company
,
certain risks hav
e increased due t
o the Russia-Ukraine c
onflict and
global rise in inflation. Despite these incr
eased risks, the Director
s
believe that the Company has sufficient c
ontrols in plac
e to mitigate
those risks. Furthermor
e, the Director
s do not envi
sage
any
chang
e in
strategy which w
ould pre
vent the Company from ope
ratin
g over
th
e
thr
ee year period. This is based on the assumption that ther
e are no
significant changes in mark
et conditions or the tax and r
egulatory
envir
onment that could not r
easonably hav
e been for
eseen. The Boar
d
also considers the annual c
ontinuation vote should not be a f
actor to
af
fec
t
t
he
th
ree
year period given the str
ong demand seen for the
Company’
s shares.
In making this statement the Boar
d: (i) consider
ed the continuation vote
to be pr
oposed at the Annual General Meeting which the Boar
d
considers will be v
oted in favour of by Shar
eholders; and (ii) carried out
a r
obust asses
sment of the principal and emerging risks f
acing the
Company
. These risks and their mitigations are set out on
pages 10 to 11.
The principal risks identified as most r
elevant to the as
sessment of the
viability of the Company wer
e those relating t
o potential under-
performanc
e of the portfolio and its effect on the ability t
o
pay
dividends. When asses
sing these risks the Direct
ors have consider
ed
the risks and uncertainties f
acing the Company in sever
e but
r
easonable sc
enarios, taking into acc
ount the contr
ols in place and
mitigating actions that could be tak
en.
When considering the risk of under-perf
ormance, a series of str
ess
tests was carried out including in particular the eff
ects of any
substantial futur
e falls in investment value on the ability t
o re-pay and
r
e-negotiate borr
owings, potential br
eaches of loan c
ovenants and the
maintenance of dividend payments.
The Boar
d consider
ed the Company’
s portfolio and concluded that the
diverse natur
e of investments held contributes to the s
tability and
liquidity along with fl
exibility to be able to r
eact positively to mark
et and
political for
ces beyond the Boar
d’
s contr
ol.
The Boar
d also consider
ed the impact of potential r
egulatory changes
and the contr
ol environment of significant thir
d party provider
s,
including the Investment Manager
.
The Scotiabank l
oan facility is due to e
xpire
on 17 December 2023. It
is
anticipated a new f
acility on comparabl
e terms will be negotiated pri
o
r
to
this date.
Based on the Company’
s proc
esses for monit
oring re
venue and costs,
with the use of fr
equent re
venue for
ecasts, and the Investment
Manager’
s compliance with the inves
tment objective and policies, the
Dir
ectors have c
oncluded that there is a r
easonable expect
ation that
the Company will be able t
o continue in operation and meet its
liabilities as they fall due f
or a period of three years fr
om the date of
appr
oval of this Report.
Social, Community
, Human Rights, Emplo
yee
Responsibilities and Envir
onmental Policy
The Dir
ectors r
ecognise that their firs
t duty is to act in the best financial
inter
ests of the Company’
s Shareholder
s and to achieve good financial
r
eturns against acc
eptable l
evels of risk, in accor
dance with the
objectives of the Company
. In asking the Company’
s Investment Manager
to deliver against these objectiv
es, they have also r
equested that the
Investment Manager tak
e into account the br
oader social, ethical and
envir
onmental issues of companies within the Company’
s portfolio,
acknowledging that c
ompanies failing to manage these issues
adequately run a l
ong term risk to the sustainability of their businesses.
15
ANNUAL REPORT 30 JUNE 2022
CQS NEW CITY HIGH YIELD FUND LIMITED
Strategic Review
Strategic Report
Gr
eenhouse Gas Emissions
The Boar
d rec
ognises its impact on the envir
onment, including
gr
eenhouse gas emissions, thr
ough the underlying portf
olio companies
which it invests in. The Boar
d requested that ESG f
actors be
incorporat
ed into the Company’
s investment strat
egy and further
details on ESG can be f
ound on pages 25 to 27.
Modern slavery
The Company would not fall int
o the scope of the UK Modern Slavery
Act 2015 (as the Company does not have any turnov
er derived fr
om
goods and services) if it was incorpor
ated in the UK. F
urthermore, as a
closed-ended inves
tment company
, the Company has a non-comple
x
structur
e, no emplo
yees and its supply chain is c
onsidered t
o be low
risk given that suppliers ar
e typically pr
ofessional advisers based in
either the Channel Islands or the UK. Based on these factor
s, the
Boar
d determined that it is not necessary f
or the Company to make
a slavery and human trafficking st
atement.
By Or
der of the Board
Caroline Hit
ch
Chair
15 September 2022
16
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2022
Director
s’ Report and Governanc
e Reports
Statement of Dir
ectors
’ Responsibilities in respect of the Annual Report and Financial Stat
ements
Statement of Dir
ectors
’ Responsibilities in r
espect of the
Annual Report and Financial Statements
The Dir
ectors ar
e r
esponsible f
or preparing the Annual Report and
Financial Statements in ac
cor
dance with applicabl
e law and regulations.
Company law r
equires the Dir
ectors to pr
epar
e financial statements
for each financial year
. Under that law they have el
ected to prepar
e the
Financial Statements in acc
ordance with International Financial
Reporting Standar
ds as adopted by the Eur
opean Union (EU) and
applicabl
e law
.
Under company law the Dir
ectors must not appr
ove the Financial
Statements unl
ess they ar
e satisfied that they give a true and fair view
of the state of aff
airs of the Company and of its profit or l
oss for that
period. In pr
eparing these Financial Statements, the Dir
ectors ar
e
r
equired t
o:
select suitabl
e acc
ounting policies and then apply them
consist
ently;
make judgements and estimat
es that are r
easonable, r
elevant
and r
eliable;
state whether applic
able ac
counting standar
ds have been
foll
owed, subject to any material departur
es disclosed and
explained in the Financial Stat
ements;
asses
s the Company’
s ability to continue as a going concern,
disclosing, as applic
able, matter
s relating t
o going concern; and
use the going concern basis of ac
counting unless the
y either
intend to liquidate the Company or to cease operations, or hav
e no
r
ealisti
c alternative but to do so.
The Dir
ectors ar
e r
esponsible f
or keeping adequate ac
counting r
ecords
that ar
e sufficient to show and explain the Company’
s transactions and
disclose with r
easonable accuracy at any time the financial position of
the Company and enable them t
o ensure that the Financial St
atements
compl
y with Companies (Jersey) Law, 1991. They ar
e responsibl
e for
such internal contr
ol as they determine is neces
sary to enable the
pr
eparation of financial statements that ar
e free fr
om material
misst
atement, whether due to fraud or err
or
, and have general
r
esponsibility for taking such st
eps as are r
easonably open to them to
safeguar
d the assets of the Company and to pr
event and detect fr
aud
and other irr
egularities.
The Dir
ectors ar
e r
esponsible f
or the maintenance and integrity of the
corporat
e and financial information included on the Company’
s website.
The Financial Statements ar
e published on the
www.ncim.c
o.uk
website, which is a website maint
ained by the Company’
s Investment
Manager
. Legislation in Jersey governing the pr
eparation and
dissemination of Financial Stat
ements may differ fr
om legislation in
other jurisdictions.
Responsibility statement of the Dir
ectors in respect of the annual
financial report
W
e confirm that to the best of our kno
wledge:
the Financial Statements, pr
epared in acc
ordanc
e with the
International Financial Reporting Standar
ds (IFRS) as adopted by
the EU, give a true and fair and balanc
ed view of the assets,
liabilities, financial position and pr
ofit or loss of the Company; and
the Strategic Report and Dir
ectors
’ r
eport include a fair r
eview of
the devel
opment and performanc
e of the business and the
position of the Company
, together with a description of the
principal risks and uncertainties that the Company f
aces.
W
e consider the Annual Report and Financial Statements, t
aken
as
a
whol
e, is fair
, balanced and unders
tandable and pr
ovides the
information nec
essary for Shar
eholders to asses
s the Company’
s
position and performanc
e, business model and strat
egy
.
On behalf of the Boar
d
Caroline
Hitch
Chair
15 September 2022
17
ANNUAL REPORT 30 JUNE 2022
CQS NEW CITY HIGH YIELD FUND LIMITED
Board of Dir
ectors and Investment Manager
Dir
ectors’ Report and Gov
ernance Reports
Boar
d of Dir
ectors and Inv
estment Manager
Car
oline Hitch
Independent Non-Executiv
e Chair
Appointed:
Mar
ch 2018
Skills:
Car
oline has extensive fund management skills
including specialist fixed inc
ome portfolios. She has
a deep understanding of inv
estment risk and risk
management both as it applies to individual assets
and to over
all portfolio c
onstruction. She devel
oped
her skills of investment trust boar
d governance
thr
ough many years of managing r
egulated funds,
r
eporting to their boar
ds and then becoming a boar
d
member (and now chair) herself
.
Experience:
Car
oline joined the board after working
in the financial services industry sinc
e the early
1980s, mostl
y with the HSBC group. Her e
xperience
includes Head of W
ealth Portfolio Management at
HSBC Global As
set Management (UK) Ltd. with
investment r
esponsibility for their flagship multi asset
r
etail funds. Prior r
oles included specialisation in
institutional fixed inc
ome portfolio management.
She has worked in London, Jer
sey
, Monaco and Hong
Kong.
Committee membership:
Audit and Risk Committee;
Management
Engagement Committee; Nomination
Committee; Remuneration Committee
Remuneration:
£42,500 per annum
Public company dir
ectorships:
Schr
oder Asian T
otal Return Investment Company pl
c
abr
dn Equity Income T
rust plc
Shared Dir
ectorships with any other Fund Dir
ectors:
None
Duncan Baxter
Senior Independent Non-Executiv
e Director and Chair
of
the Management Engagement
Committee
Appointed:
July 2015
Skills:
Duncan has a br
oad knowledge of the finance
sector gained fr
om holding senior leader
ship positions
acr
oss a number of International Banks and T
rust
companies. Having also work
ed on investment
company boar
ds, some of which in the position of
Chair
, Duncan has had exposur
e to equity raises,
discount management.
Experience:
Duncan is a r
etired senior bank
er with
over 25 year
s
’ experience of international banking,
latterly as Managing Dir
ector of Swiss Bank
Corporation/UBS in Jersey
. Since leaving Swis
s
Bank/UBS in the late 1990s, Duncan has undertak
en
a number of consultancy pr
ojects for international
banks, trust and investment management c
ompanies,
plus acted on a number of investment c
ompany
boar
ds. He has experience of s
tewar
dship and
investment in sev
eral investment c
ompanies over
twenty years and in addition as a non-e
xecutive
dir
ector of a number of operating public companies.
Duncan is a Jerse
y resident.
Committee membership:
Audit & Risk Committee;
Management
Engagement Committee; Nomination
Committee; Remuneration Committee
Remuneration:
£30,000 per annum
Public company dir
ectorships:
None
Shared Dir
ectorships with any other Fund Dir
ectors:
None
W
endy Dorman
Independent Non-Executiv
e Director and Chair of the Audit and Risk Committ
ee
Appointed:
Mar
ch 2016
Skills:
W
endy is a Charter
ed Account
ant with skills
in tax, audit and commer
cial mainly focused on the
investment fund sector
. Her extensiv
e experience
chairing audit committees of pu
blic l
ist
ed ent
ities
gives her the r
equisite l
eadership skills in addition to
those of accounting and go
vernance.
Experience:
W
endy began her career in audit and
assuranc
e befor
e specialising in taxation. She has 25
years
’ experience in tax within the financial servic
es
industry
. W
endy’
s car
eer encompassed time in
practice and in indus
try
, based initially in London and
later in Jersey
. She retir
ed as partner in charge of the
PwC Channel Islands tax prac
tice in
June 2015
.
W
endy served as Pr
esident of the Jersey Society of
Charter
ed and Certified Account
ants from 2008 t
o
2010 and as Chair of the Jersey branch of the
Institute of Dir
ectors from 2014 t
o 2016. W
endy is a
Jersey r
esident.
Committee membership:
Audit and Risk Committee;
Management
Engagement Committee; Nomination
Committee; Remuneration Committee
Remuneration:
£36,500 per annum
Public company dir
ectorships:
3i Infrastructur
e plc
Jersey El
ectricity Plc
Shared Dir
ectorships with any other Fund Dir
ectors:
None
18
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2022
Director
s’ Report and Governanc
e Reports
Boar
d of Direct
ors and Investment Manager
John Newlands
Independent Non-Executiv
e Director and Chair of the Remuner
ation Committee
Appointed:
October 2017
Skills:
John’
s 20-plus years car
eer as an investment
company anal
yst, with a particular focus upon the UK
wealth management sector
, gives the Board an
important insight into the inves
tment requir
ements
and pr
ocesses of the types of inv
estor
, whether
private or institutional, mos
t likel
y to consider the
Company for inclusion in their portf
olios. He is also
skilled in the as
sessment of potential peer gr
oup
funds, both in terms of r
elative performanc
e and
other quantitative data and in the incr
easing focus
upon governanc
e and stewar
dship matters as pre-
r
equisites for inves
tment.
Experience:
John joined the Boar
d shortly after
working in the managed funds sector since the mi
d-
1990s, the last ten year
s being spent as Head of
Investment Companies Resear
ch at Brewin Dolphin
Limited. He was a member of the Association of
Investment Companies Statis
tics
’ Committee fr
om
2000 to 2017 and is a member of the Citywir
e
Investment T
rust Awar
ds Panel. He has an MBA fr
om
Edinbur
gh University Business School and is
a
Chart
ered El
ectrical Engineer dating to his prior
car
eer as a Weapon Engineer Officer in the UK Ro
yal
Navy
. John is a member of the Investment Committee
of Durham Cathedral. He has written f
our books
about financial history
, the most rec
ent charting the
history of Dunedin Inc
ome Growth Inv
estment T
rust.
Committee membership:
Audit and Risk Committee;
Management Engagement Committee; Nomination
Committee; Remuneration Committee
Remuneration:
£30,000 per annum
Public company dir
ectorships:
TOC Pr
operty Backed Lending T
rust plc,
Gabelli Mer
ger Plus T
rust plc
Shared Dir
ectorships with any other Fund Dir
ectors:
None
Ian Cadby
Independent Non-Executiv
e Director and Chair of the Nomination Committ
ee
Appointed:
January 2017
Skills:
Ian is a Charter
ed F
ellow of the Charter
ed
Institute f
or Securities & Investment. His ext
ensive
governanc
e experience on public and priv
ate company
boar
ds as well as a long car
eer as a regulated per
son
(CF3, CF2 and CF1 contr
olled functions) in the asset
management industry gives him a br
oad and rel
evant
skill set for the Boar
d.
Experience:
Ian has ov
er 30 years
’ experience within
the financial services industry in London, Hong Kong
and Jersey with a str
ong car
eer emphasis on equity
and equity derivative trading,
risk management,
corporat
e governance and boar
d strategy
. Ian is a
Jersey r
esident.
Committee membership:
Audit and Risk Committee;
Management Engagement Committee; Nomination
Committee; Remuneration Committee
Remuneration:
£30,000 per annum
Public company dir
ectorships:
abr
dn Asian Income F
und Limited
Shared Dir
ectorships with any other Fund Dir
ectors:
None
19
ANNUAL REPORT 30 JUNE 2022
CQS NEW CITY HIGH YIELD FUND LIMITED
Board of Dir
ectors and Investment Manager
Dir
ectors’ Report and Gov
ernance Reports
Investment Manager
The Company appointed New City Inves
tment Managers (“NCIM”) as
its Investment Manager with eff
ect from launch. On 1
October 2007,
NCIM joined the CQS Gr
oup, a global diver
sified asset manager running
multiple s
trategies with, as at 30
June 2022, US$17.7 billion assets
under management (including mandates with discr
etionary
management, sub-investment discr
etionary management, investment
advice, collat
eral management and intermediation). In 2014, NCIM’
s
rights and obligations under the Investment Management Agr
eement
between the Company and NCIM wer
e then transferr
ed to CQS Cayman
Limited Partnership (“CQS”). Consequentl
y
, CQS became the Company’
s
Investment Manager but, with the agr
eement of the Board, del
egated
that function to CQS (UK) LLP T
rading Limited as NCIM.
With effect fr
om 18 September 2019 the Company ent
ered int
o a new
Investment Management Agr
eement to appoint CQS (UK) LLP as its
Investment Manager
. The pre
vious Investment Management Agr
eement
with CQS was terminated.
Ian Fr
ancis
has day to day r
esponsibility for managing the Company’
s
portfolio and is supported by the CQS t
eam.
He joined the NCIM team in 2007. He has over 40 y
ears
’ investment
experience, primaril
y in the fixed inter
est and conv
ertible spher
es, and
his car
eer has included Collins Stewart, Wes
t LB Panmur
e, James
Capel and Hoar
e Govett.
Alternative Inves
tment F
und Managers
Dir
ective (“
AIFMD”)
The Company has appointed CQS (UK) LLP, a subsidiary of CQS, as the
Company’
s alternative investment fund manager (“
AIFM”). The AIFM
has r
eceived its appr
oval from the F
CA to act as AIFM of the Company
,
your Company is ther
efor
e fully compliant. An additional r
equirement
of the AIFMD is for the Company to appoint a deposit
ary
, which will
oversee the cus
tody and cash arrangements and other AIFMD r
equired
depositary r
esponsibilities. The Boar
d has appointed BNP Paribas
Securities Services S.C.A. Jerse
y Branch to act as the Company’
s
depositary
.
As part of the pr
ocess the Inv
estment Management Agr
eement has
been updated and builds in the r
egulatory r
equir
ements arising as a
r
esult of the appointment of the AIFM.
Further AIFMD discl
osures ar
e shown on page 62.
20
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2022
Director
s’ Report and Governanc
e Reports
Dir
ectors
’ Report
Dir
ectors
’ Report
The Dir
ectors pr
esent their report and the audited Financial Statements
for the year ended 30 June 2022.
Results and Dividends
Details of the Company’
s results and dividends ar
e shown on page 2 of
this r
eport.
Dividend Policy
Subject to market c
onditions and the Company’
s performance, financial
position and financial outlook, it is the Dir
ectors
’ intention to pay an
attractive l
evel of dividend income to Shar
eholders on a quarterly
basis. The Company intends to continue t
o pay all dividends as interim
dividends. A r
esolution to appr
ove this dividend policy will be pr
oposed
at the Annual General Meeting.
Bank F
acilities
The Company has a short term unsecur
ed loan f
acility with Scotiabank
Eur
ope Plc (“Sc
otiabank”). As at the year end the unsecur
ed loan
facility had a limit of £45 million of which £33 million was drawn do
wn.
The Company’
s existing loan f
acility is due to expir
e on 17
December
2023 after which it is anticipated the Company will tak
e out a new
facility on c
omparable t
erms.
Shar
e Capital
As at 1 July 2021, ther
e were 445,051,858 or
dinary shares in is
sue. The
Company issued a further 31,600,000 or
dinary shares in the year to
30
June 2022. Full details of these transactions ar
e shown in note 13
on page 47 of this r
eport.
F
ollowing these all
otments ther
e are now 476,651,858 or
dinary shares
in issue as at 30
June 2022. A further 4,350,000 shares have been
issued since the y
ear end.
Acquisition of own shar
es
At the 2021 AGM, held on 2 December 2021, the Dir
ectors wer
e granted
authority to r
epur
chase 65,401,649 ordinary shar
es (being equal to
14.99% of the aggr
egate number of or
dinary shares in is
sue at the date
of the AGM) for c
ancellation, or to be held as tr
easury shares. This
authority
, which has not been used, will expir
e at the upcoming AGM.
The Dir
ectors intend to seek annual r
enewal of this authority from
Shar
eholders.
Dir
ectors
’ shar
eholdings
The Dir
ectors who held office at the y
ear end and their inter
ests in the
or
dinary shares of the Company wer
e as follo
ws:
At 30 June 2022
At 30 June 2021
D A H Baxter
195,127
195,127
I Cadby
25,000
25,000
W Dorman
112,000
112,000
C Hitch
*
170,000
170,000
J Newlands
10,000
10,000
* inclusive of 40,000 shar
es held by Ms Hitch’
s mother
On 2 December 2021, W
endy Dorman transferr
ed 48,000 shares fr
om a
joint br
oker acc
ount held with her husband, into a private self-managed
pension company
, of which she is the sole beneficial owner
.
Ther
e were no other changes in the or
dinary share holdings of the
Dir
ectors between 1 Jul
y 2022 and 15 September 2022.
Substantial Inter
ests in Shar
e Capital
As at 30 June 2022, the Company had been notified in accor
dance with
Chapter 5 of the UK Listing Authority’
s Disclosur
e Guidance and
T
ransparency Rul
es (which covers the acquisition and disposal of major
shar
eholdings and voting rights), of the foll
owing Shar
eholders that had
an inter
est of gr
eater than 5% in the Company’
s issued shar
e capital.
Shareholder
Number of voting
rights notified to
the Company on
11 September
2019
Percentage of
total voting
rights as
per notification
(%)
Brewin Dolphin Limited
42,104,109
9.92%
Between 1
July 2022 and 15
September 2022, the Company r
eceived
no further notifications. As at 30
June 2022, the per
centage of tot
al
voting rights was 8.83%, being the number of voting rights notified to
the Company on 11
September 2019 divided by 476,651,858, the total
number of or
dinary shares of the Company as at 30 June 2022.
Investment Management
As part of its strategy f
or achieving its objectives, the Board has
delegat
ed the management of the investment portfolio t
o CQS (UK) LLP
with Ian Fr
ancis as the lead fund manager
. Further det
ails are pr
ovided
on note 23 to the Financial Stat
ements.
At each Boar
d meeting, the Board r
eceives a pr
esentation fr
om the
Investment Manager which includes a r
eview of investment perf
ormance,
portfolio activity and mark
et outlook. The st
ock selection emphasis
adopted by the Investment Manager is on each holding’
s unique
characteristics r
ather than any benchmark weightings.
Appointment of the Investment Manager
The Boar
d considers the arrangements f
or the provision of inves
tment
management and other services to the Company on an ongoing basis
and a formal r
eview is conducted annuall
y by the Management
Engagement Committee. As part of the annual r
eview the Management
Engagement Committee consider
s the continuity of the team, the
investment pr
ocess and the r
esults achieved to dat
e.
The Boar
d believes that the continuing appointment of CQS as AIFM
and Investment Manager as set out on page
43 is in the interests of
Shar
eholders as a whole.
Administration Servic
es
BNP Paribas Securities Services S.C.A., Jer
sey Branch (“BNPP”) wer
e
appointed as the Company Secr
etary and Administrat
or on
28
November 2019, in place of R&H F
und Services (Jersey) Limited
and Maitland Administration Servic
es (Scotland) Limited; and
appointed as the Company’
s custodian, bank
ers and depositary in
place of HSBC Bank PL
C (“HSBC”).
21
ANNUAL REPORT 30 JUNE 2022
CQS NEW CITY HIGH YIELD FUND LIMITED
Direct
ors
’ Report
Dir
ectors’ Report and Gov
ernance Reports
Independent Auditor
KPMG LLP was appointed as auditor to the Company in 2007. F
ollowing
a tender pr
ocess in 2016, KPMG LLP was subsequentl
y reappointed
and r
emained in office until 17 June 2019. F
ollowing the r
esignation of
KPMG LLP on 17
June 2019, KPMG Channel Islands Limited was
appointed as the Company’
s auditor effective 17 June 2019.
A r
esolution to r
e-appoint KPMG Channel Islands Limited as the
Company’
s auditor will be proposed at the Company’
s 2022 Annual
General Meeting.
Delegation of Responsibilities and Matt
ers Reserved
for the Boar
d
The Boar
d has delegated the e
xer
cise of voting rights attaching to the
Company’
s investments to the Inves
tment Manager
. All other matters
ar
e reserv
ed for the appr
oval of the Board.
The Boar
d has a schedule of matter
s reserv
ed to it for decision and the
r
equirement f
or Board appr
oval on these matter
s is communicated
dir
ectly to the Inv
estment Manager
. Such matters include strategy
,
borr
owings, treasury and dividend policy
. Full and timel
y information is
pr
ovided to the Boar
d to enable the Dir
ectors to function eff
ectivel
y and
to dischar
ge their r
esponsibilities. The Board also r
eviews the Financial
Statements, perf
ormance and r
evenue budgets.
Exer
cise of V
oting Power
s
The Investment Manager
, in the absence of explicit ins
truction from the
Boar
d, is empower
ed to ex
ercise discr
etion in the use of the Company’
s
voting rights in r
espect of investee c
ompanies. The underlying aim of
ex
ercising such v
oting rights is to pr
otect the r
eturn from an inv
estment.
Disclosur
es requir
ed under LR 9.8.4R
The Financial Conduct Authority’
s Listing Rule 9.8.4R r
equires that the
Company includes certain inf
ormation r
elating to arrangements made
between a contr
olling shareholder and the Company
, waivers of
Dir
ectors
’ fees, and long-term inc
entive schemes in f
orc
e. The Direct
ors
confirm that ther
e are no disclosur
es to be made in this regar
d.
Events after r
eporting date
The Boar
d has evaluated material subsequent e
vents for the Company
and their effect on the annual financial r
eport for the period from
1
July 2022 thr
ough to 15
September 2022. A list of these events is
disclosed in note 24.
Disclosur
e of Information to the Auditor
The Dir
ectors confirm that, so f
ar as each of them is awar
e, there is no
r
elev
ant audit information of which the Company’
s auditor is unawar
e
and the Dir
ectors have tak
en all the steps that they might have tak
en
as Dir
ectors in or
der to make themsel
ves awar
e of any rel
evant audit
information and to es
tablish that the Company’
s auditor is aware of
that information.
Statement Regar
ding Annual Report and
Financial Statements
F
ollowing a detail
ed review of the Annual Report and Financial
Statements by the Audit and Risk Committee, the Dir
ectors consider
that taken as a whol
e it is fair
, balanced and unders
tandable and
pr
ovides the information nec
essary for Shar
eholders to asses
s the
Company’
s performance, busines
s model and strategy
. In reaching
this conclusion, the Dir
ectors have assumed that the r
eader of the
Annual Report and Financial Statements would have a r
easonable l
evel
of knowledge of the inv
estment industry in general and inv
estment
companies in particular
.
By Or
der of the Board
Car
oline Hitch
Chair
15 September 2022
22
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2022
Director
s’ Report and Governanc
e Reports
The Boar
d and Committees
The Boar
d and Committees
V
alues and Culture
The Boar
d conducts itself with the cor
e values of integrity
, transpar
ency
,
accept
ance of chall
enge and account
ability
. It achieves this thr
ough a
collaborativ
e culture and a sense of shar
ed endeavour
. The Boar
d is
focused on meeting objectives f
or investors and all other stak
eholders
of the Company in a sustainabl
e and r
esponsible way
.
The Boar
d
The Boar
d currentl
y consists of a non-ex
ecutive Chair and four non-
ex
ecutive Dir
ectors. The Boar
d considers all of the Direct
ors as
independent of the Investment Manager and fr
ee from any busines
s or
other r
elationship that could materiall
y interfer
e with the exer
cise of
their independent judgement.
The dates on which Dir
ectors wer
e appointed are c
ontained within
their biographies shown on pages 17 to 18. In ac
cor
dance with the AIC
Code all Dir
ectors submit themsel
ves for r
e-election on an annual
basis.
New Dir
ectors r
eceive an induction fr
om the Company Secret
ary on
joining the Boar
d, and all Direct
ors r
eceive other r
elevant tr
aining as
necessary
. Director
s
’ and Officers
’ liability insurance c
over is maintained
by the Company on behalf of the Dir
ectors. Ther
e is no notice period and
no pr
ovision for c
ompensation upon early termination of appointment.
The Company has no ex
ecutive Dir
ectors or empl
oyees. A management
agr
eement between the Company and its Investment Manager sets
out the matters ov
er which the Investment Manager has authority and
the limits beyond which Boar
d approv
al must be sought. All other
matters, including str
ategy
, investment and dividend policies, gearing
and corporat
e governance pr
ocedur
es, are r
eserved for the appr
oval of
the Boar
d.
Duncan Baxter is the Company’
s Senior Independent Dir
ector
. He is
availabl
e to Shar
eholders if they have c
oncerns wher
e contact through
the normal channels of the Chair or the Investment Manager is
inappr
opriate.
All committee terms of r
efer
ence, the schedul
e of matters r
eserved for
the Boar
d, the rol
es and responsibilities of the Chair and the r
oles and
r
esponsibilities of the Senior Independent Direct
or are av
ailable on the
Company’
s website.
Nomination Committee
The Nomination Committee, which is chair
ed by Ian Cadby
, operates
within clearl
y defined terms of ref
erenc
e, comprises the full Boar
d and
is convened f
or the purpose of considering the appointment of
additional Dir
ectors as and when consider
ed appropriate. In c
onsidering
appointments to the Boar
d, the Nomination Committee tak
es into
account the ongoing r
equirements of the Company and the need to
have a balance of skills and e
xperience within the Boar
d.
Boar
d Evaluation
During the year the Dir
ectors c
ompleted a web-based Boar
d evaluation
questionnair
e which cov
ered the Boar
d’
s composition and skills,
strategy setting, w
orkings, oversight of risk and perf
ormance, and its
stak
eholder management. The Board sc
ored highly in all ar
eas although
noted that despite being 40% f
emale, including the Chair
, there is
potential to impr
ove other areas of div
ersity
. Both the Nomination
Committee and the Boar
d r
ecognise the importance of div
ersity and
will consider this in r
espect of any new appointments.
Diversity and inclusion
As noted above the Boar
d believes in the benefits of having a diverse
range of skills and backgr
ounds, and the need to have a balance of
experience, independenc
e, diversity (including gender), and knowledge
of the Company on its Boar
d of Direct
ors.
T
enure
The tenur
e policy which has been adopted by the Boar
d pr
ovides that
(other than in ex
ceptional cir
cumstanc
es) no Direct
or will serve on the
Boar
d for longer than nine y
ears fr
om the date of their first appointment.
Succ
ession planning
A key duty of the Nomination Committ
ee is to ensur
e plans are in plac
e
for or
derly succes
sion to the Board. The Boar
d has adopted a formal
succes
sion plan scheduled to allow f
or an orderly r
efreshment of the
boar
d, with the intention that no dir
ector serves longer than nine y
ears.
Dir
ector Attendance
Dir
ectors have attended Boar
d and Committee meetings during the year ended 30 June 2022 as foll
ows:
Quarterly
Board
meetings
Ad Hoc
Board
meetings
1
Audit
and Risk
Committee
meetings
Management
Engagement
Committee
meetings
Nomination
Committee
meetings
Remuneration
Committee
meetings
Committee
– Loan
Renewal
C Hitch (Chair)
4/4
4/4
3/3
1/1
2/2
1/1
N/A
*
D A H Baxter
4/4
3/4
3/3
1/1
2/2
1/1
N/A
*
W Dorman
4/4
3/4
3/3
1/1
2/2
1/1
1/1
I Cadby
4/4
4/4
3/3
1/1
2/2
1/1
1/1
J E Newlands
4/4
4/4
3/3
1/1
2/2
1/1
1/1
* Committee consis
ting of any two direct
ors.
1
Ad hoc boar
d meetings are oft
en called a short notic
e and only r
equire the attendanc
e of Jersey based dir
ectors, where pos
sible the UK based
dir
ectors attend via tel
ephone but do not count towar
ds the quorum.
23
ANNUAL REPORT 30 JUNE 2022
CQS NEW CITY HIGH YIELD FUND LIMITED
The Board and Committ
ees
Directors
’ Report and Governance Reports
Management Engagement Committee
The Management Engagement Committee, which is chair
ed by Duncan
Baxter
, operates within clearl
y defined terms of refer
ence, comprises
the full Boar
d, and re
views the appr
opriateness of the Inves
tment
Manager’
s continuing appointment together with the terms and
conditions ther
eof, and to review the t
erms and quality of service
r
eceived fr
om other service pro
viders.
The Boar
d ensures the Company adher
es to independent requir
ements
in all agr
eements and service contr
acts.
Remuneration Committee
The Remuneration Committee determines and agr
ees with the
Boar
d
the policy for the r
emuneration of all Director
s. It is chaired by
John Newlands.
Audit and Risk Committee
The composition and r
ole of the audit and risk committee is described
on page 28.
Relations with Shar
eholders
The Dir
ectors place a gr
eat deal of importance on communic
ation with
Shar
eholders. The Annual Report and Financial Statements ar
e widely
distributed to other parties who hav
e an inter
est in the Company’
s
performanc
e. Shareholder
s and investor
s may obtain up to date
information on the Company thr
ough the Investment Manager’
s
website. The Company r
esponds to letters fr
om Shareholders on a
wide range of issues.
A r
egular dialogue is maintained with the Company’
s institutional
Shar
eholders. The Company Secr
etary is availabl
e to answer general
Shar
eholder queries at any time throughout the y
ear
.
By Or
der of the Board
Car
oline Hitch
Chair
15 September 2022
24
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2022
Director
s’ Report and Governanc
e Reports
Statement of Complianc
e with the AIC Code
Statement of Complianc
e with the AIC Code
Intr
oduction
The Company has a pr
emium listing on the London Stock Ex
change and is theref
ore r
equired t
o r
eport on how the principles of the UK Corpor
ate
Governanc
e Code (the “UK Code”) have been applied. Being an investment c
ompany
, a number of the pr
ovisions of the UK Code ar
e not applicable
as the Company has no ex
ecutive dir
ectors or internal oper
ations.
The Boar
d has c
onsidered
the principl
es and pr
ovisions of
the AIC Code. The AIC
Cod
e ad
dresses a
ll th
e pr
inc
iples a
nd p
rovision
s se
t out
in t
he U
K
Code, as well as setting out additional pr
ovisions on issues that ar
e of
specifi
c rele
vance to the
Compan
y
.
The Boar
d considers that r
eporting against the principles and pr
ovisions of t
he
A
IC
Co
de
provi
de
s m
ore
relevant
in
for
mat
io
n
to
stake
hol
de
rs.
Th
e
AIC Code is availabl
e on the AIC website
www
.theaic.co.uk
.
The Company has complied with all the principl
es and pr
ovisions of the AIC Code during the year ended 30 June 2022.
Set out below is wher
e stakeholders c
an find further information within the Annual Report about how the Company has c
omplied with the various
Principles and Pr
ovisions of the AIC Code.
Section
page
1. Board Leadership and Purpose
Purpose
13
Strategy
13
Values and culture
22
Shareholder Engagement
12
Stakeholder Engagement
12
2. Division of Responsibilities
Director Independence
22
Board meetings
22
Relationship with Investment Manager
23
Management Engagement Committee
23
3. Composition, Succession and Evaluation
Nomination Committee
22
Director re-election
22
Use of an external search agency
1
n/a
Board evaluation
22
4. Audit, Risk and Internal Control
Audit Committee
28
Emerging and principal risks
10-11
Risk management and internal control systems
29
Going concern statement
14
Viability statement
14
5. Remuneration
Directors’ Remuneration Report
30
1
The Company did not appoint any new Dir
ectors during the year
.
25
ANNUAL REPORT 30 JUNE 2022
CQS NEW CITY HIGH YIELD FUND LIMITED
ESG statement of the Company
Dir
ectors’ Report and Go
vernance Reports
ESG stat
ement of the Company
CQS New City High Yield F
und Limited (“the Company”) is a Jersey domicil
ed and UK LSE listed investment c
ompany whose
objective to pr
ovide investor
s with a high gr
oss dividend yield and the potential f
or
capital gr
owth by mainly inv
esting in high
yielding fixed int
eres
t securities. The Company has appointed CQS (UK) LLP (“CQS”) as its inv
estme
nt manag
er
. The Bo
ar
d of
Dir
ectors
con
firms th
at ESG
fact
ors
ar
e integral to the e
xecution of the Company’
s investment strategy
. The Board’
s intention is to
invest r
esponsib
ly and to consider the Company’
s br
oader impact on society and the envir
onment. The Boar
d believes the
in
te
g
rat
i
on
o
f E
S
G fa
c
to
rs
in
t
he
i
nv
est
m
en
t
pro
cess
i
s consistent with
delivering sustainabl
e attractive
returns
for
Shareholder
s
thr
ough deeper
,
more inf
ormed investment decisions. The
Boar
d has
r
evie
wed an
d ag
r
eed th
e ES
G ap
pr
oach
ado
pt
ed b
y CQS
and
a s
umm
ary
of this, shown in r
ed, is set out below
.
C
QS Responsible Inv
estment Policy inc
orporating our ESG Statement
CQS is committed t
o operating in a r
esponsible manner embedding str
ong and clear gov
ernance, and conducting our busines
s in a sustainabl
e
way
. In our rol
e as an investment manager
, we view ESG factors as k
ey drivers influencing financing costs, risk as
sessment valuations and
performanc
e, while also acting as a l
ever to shape and influence the world f
or generations to come.
The asses
sment, integration and engagement of ESG fact
ors is a crucial part of the Responsibl
e Investment commitment acr
oss the CQS
inves
tment platf
orm, both in public
and priva
tely
held co
mpanies, and a k
ey fact
or in our decision-making. By embedding Responsible Inves
tment
into our investment pr
ocess we enhanc
e our ability to identify value, inv
estment opportunity
, risk and, critically
, to generate the best pos
sible
r
eturns and outcomes f
or our clients.
Our
E
SG
process
sp
ec
if
ical
ly loo
ks
a
t E
SG
fac
tors
t
hroug
h i
nte
gra
tio
n
in our sector r
esear
ch proc
ess, including modelling and internal r
atings wi
th
ESG methodologies applied to both public and priv
ate debt. Met
hod
ol
ogi
es
incl
ude
ana
l
ysi
ng t
he
r
ela
tiv
e i
mpor
ta
nc
e an
d r
isk
pos
ed
by any identified
ESG issue. Resear
ch notes are s
tor
ed in acces
sible f
orm and availabl
e for use acr
oss the Fr
ont Office. Discussion and debate is enc
ouraged during
the ESG internal anal
ysis, both within the CQS Research t
eam and with Portfolio Manager
s.
This is foll
owed by an evaluation. P
ortfolio Managers ar
e requir
ed to consider (to an appr
opriate degree having r
egard to their inves
tment strategy)
ESG risks as part of their investment decision making. This includes, but is not limited t
o:
Envir
onmental:
C
lim
ate
C
han
ge
, Wate
r S
tress,
B
iod
ive
rsi
ty
an
d
Land Use, T
oxic Emis
sions and W
aste and Envir
onment Opportunities a
nd
other r
elev
ant sustainability risks or opportunities
Social:
Labour management
, Health and Safety
, Privacy and Data Security
, Stakeholder Opposition and Social Opportunities, Div
ersity and
r
elev
ant sustainability risks.
Governanc
e:
Corporate Governance and C
orporate Behaviou
r including Ethics, Corruption, Instability
, Diversity and Remuneration
Please see bel
ow a diagram depicting our five-stage pr
ocess:
Five-Stage ESG Inv
estment Pr
ocess
Environment
al, Social and Governance (ESG) P
olicy applies to all strategies acr
oss the CQS platform
1
2
3
4
5
Incorporate
Evaluate
Decide
Engage
Monitor
Incorporation of thir
d-
party ESG metrics and
data into CQS’ syst
ems
Evaluation of ESG
factor
s in our sector
r
esearch pr
ocess
includes modelling,
analysis, internal
ratings and deplo
yment
into our fr
ont office
systems. W
e
demonstrate t
o
companies whom we
r
esearch that CQS is
serious about ESG
Portfolio Manages
consider r
esearch
analysis as part of
investment decision
making
Changing corporat
e
behaviour towar
ds
identified ESG risks and
issues may invol
ve pr
oxy
voting, influence or
contr
ol positions, and
ultimately making a
decision to not trade,
change exposur
e or exit
a position altogether
Periodic r
esear
ch
r
e-assessments
A watching brief acr
oss
news wir
es for dev
eloping
ESG considerations
W
eekly pr
oprietary
fund-le
vel ESG risk
r
eporting for our portfolio
management and
r
esearch t
eams
26
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2022
Director
s’ Report and Governanc
e Reports
ESG statement of the Company
Standar
ds and Codes
CQS is a signatory and/or supporter to the f
ollowing:
United Nations: Principl
es for Responsibl
e Investment (“UN PRI”)
T
ask F
or
ce on Climate-Related Financial Discl
osures (“TCFD”)
CDP (“CDP”, formerl
y Carbon Disclosur
e Project)
Standar
ds Boar
d for Alternativ
e Investments (“SBAI”, f
ormerly HFSB)
Climate Action 100+
UK Stewar
dship Code
Specific Statement fr
om the CQS Inves
tment Managers with r
egard to the Company
It
i
s o
u
r re
sp
o
n
si
b
il
i
ty
t
o a
n
aly
s
e a
n
d m
o
n
it
or
i
nv
es
te
e
co
mp
a
ni
e
s’ financial and
non-financial (ESG)
performance eff
ectively
. ESG
integration is
as an
im
por
ta
nt
c
on
sid
er
at
ion
wh
en
ana
ly
sin
g
in
v
es
tm
en
t
opp
ort
un
it
ie
s and w
e are c
ommitted to ev
ol
ving our approach in support of our ESG principl
es.
W
e foll
ow the CQS firm-wide five-st
age ESG investment integration pr
ocess but ar
e also guided by the following principals which hav
e been
agr
eed with the Board of the Company
.
to engag
e directly in dialogue
with
companies
to understand
their
ESG appr
oach, their ambition and disclosur
e, and to table questions or
concerns;
to use internal and thir
d party data and ratings pro
viders;
wher
e possibl
e, to vote at Shar
eholder meetings; and
only as a las
t resort, e
xclude c
ompanies fr
om our investment universe.
At the time of writing, 29% (2021: 30%) of the Company’
s portfolio is co
ver
ed by MSCI for their ESG rating servic
e. MSCI have a minimum 65%
thr
eshold befor
e we are abl
e to pr
ovide a meaningful MSCI ESG rating f
or the portfolio. W
e monitor this closel
y and engage to try and further
incr
ease the perc
entage of the portfolio c
overed.
It is not unusual for portf
olios in the cr
edit universe to hav
e a low l
evel of ESG ratings and CQS (UK) LLP have been monitoring alt
ernative
measur
ements. One metric we have been evaluating is “W
eighted average c
arbon intensity” or “WACI” which is a measur
e of the portfolio’
s
exposur
e to carbon-intensive companies, e
xpressed in t
onnes of CO2 per million USD of re
venue.
It foll
ows the MSCI methodology t
aking the carbon intensity of a c
ompany where av
ailable and wher
e carbon intensity is not availabl
e for
a given
company
,
a proxy estimate
based
on comp
arative d
ata from MSCI is used. For pr
oxy estimates, we appl
y a waterfall appr
oach which requires a
minimum of 10 issuers within the pr
oxy estimate gr
oup. If ther
e are not 10 is
suers in the pro
xy estimate gr
oup, it changes to a broa
der cat
egory
gr
oup to
incr
ease the number
of co
mparabl
e issuer
s and continues mo
ving to a br
oader group until a minimum gr
oup size of 10 issuers is obtained
or
se
cto
r’
level
i
s
reach
ed
. T
he
o
rder
is
sub-industry first, then industry
, then industry gr
oup, then finally sector
. The
WAC
I meas
ur
e f
or th
e por
tfo
lio
is
curr
entl
y 31
9 (2
021
: 23
8) c
ompar
ed t
o the broader cr
edit universe which is 274 (2021: 250). W
e will continue to
moni
tor
thi
s a
nd
oth
er
met
rics
as
they become av
ailable.
Company Specific Example: In the ne
xt section, we highlight one of our recent engageme
nts that
we have had
with a
portfolio company
to give you
a flavour of how active engagement c
an cr
eate positive outc
omes.
27
ANNUAL REPORT 30 JUNE 2022
CQS NEW CITY HIGH YIELD FUND LIMITED
ESG statement of the Company
Dir
ectors’ Report and Go
vernance Reports
Portf
olio Example
A Global Copper Company
MSCI ESG Rating BBB
The investment manager believ
es that copper is the pr
eferred met
al of the green ec
onomy
. The Fund has an inves
tment in a company that owns
and operates a gl
obal portfolio of copper as
sets. T
ogether with CQS’s ESG t
eam the investment manager identified a number of is
sues that they
addr
essed with company management o
ver a number of meetings. The details of the engagement ar
e set out below and we believe that the
implement
ation of proposed changes will all
ow the company to impro
ve its MSCI ESG rating and attract ne
w shareholder
s.
Identified Issues
Engagement Objectives
E, S or G
Progress
A Coal Fired Power Plant as the
main source of power at a new
major operation.
Better understand management’s
decision-making process during
planning of construction.
E
The company provided additional disclosure that
gave context to acquisition of the asset, decisions
made by prior ownership, and suitability of other
power sources at the time of construction.
The Company has now outlined plans to convert half
the power to renewables by 2025 and fully convert to
a mixture of natural gas and renewables by 2030.
The conversion is expected to be funded by cash flow.
All future brownfield projects will be 100% powered
by renewable energy.
While environmental measures
such as emissions, energy
usage, and water stress are
tracked annually, there are no
set targets to reduce them from
current or historical levels.
Requesting the company set TCFD-
aligned emissions targets, as well
as energy usage, and water stress
which are standardized to output to
allow for growing production
volumes.
E
In January 2022, the Company formally published
absolute emissions reduction targets of 30%
reduction by 2025 and 50% by 2030. Their plans for
all future brownfield projects to use renewable energy,
as well as initiatives within mining operations such
as trolley assist to reduce fuel usage, will help them
to achieve this.
They now send their head of ESG to investor
conferences, another sign that they are taking this
very seriously.
Company does not incorporate
ESG objectives into incentive
based compensation for
management.
Using the targets mentioned in
point (2) as a first step in
incorporating ESG goals into
incentive compensation.
G
Now decarbonisation targets have been set, a next
step is to incorporate these targets into executive
remuneration.
Structure has been highlighted
by MSCI as needing additional
independence.
Conduct additional diligence of the
board concerns with MSCI, and if
needed suggesting the company
consider adding board seats for
independent directors and
consideration of term limits.
G
Conversations with MSCI led us to believe that Board
concerns were formulaic regarding age and tenor,
and did not warrant a request to the company to
change board composition. We have the company
to MSCI’s standards, so they can better consider
future board decisions.
28
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2022
Director
s’ Report and Governanc
e Reports
Report of the Audit and Risk Committee
Report of the Audit and Risk Committee
Composition of the Audit and Risk Committee
The Audit and Risk Committee is chair
ed by W
endy Dorman and
comprises the full Boar
d. The Audit and Risk Committee members
have r
ecent and r
elevant financial e
xperience. The terms of r
eferenc
e
of the Audit and Risk Committee ar
e r
eviewed and r
e-assessed for
their adequacy on an annual basis.
The AIC Code of Corporate Gov
ernance r
equires Audit committees who
include the Chair of the Boar
d as a member of the Committee to
explain why this is f
elt to be appr
opriate. The Chair
, Caroline Hitch, is a
member of the Committee. Car
oline was consider
ed independent of
the Company on her appointment to the Boar
d in Mar
ch 2018 and the
Committee ar
e satisfied that she r
emains independent and objective.
Her membership of the Committee is deemed appr
opriate given the size
and natur
e of the Company
. The Audit and Risk Committee does not
believe it c
ompromises the int
egrity of the Committee or the Boar
d.
Role of the Audit & Risk Committ
ee
A summary of the Committee’
s main audit re
view functions is
shown below:
to r
eview and monitor the int
ernal contr
ol systems and risk
management systems on which the Company is r
eliant;
to consider annuall
y whether there is a need for the Company t
o
have its own internal audit function;
to monitor the integrity of the half-y
early and annual Financial
Statements of the Company by r
eviewing, and challenging wher
e
necessary
, the actions and judgements of the Investment
Manager
, the Company Secretary and the Administr
ator;
to advise the Boar
d on whether the annual r
eport and accounts,
taken as a whol
e, is fair
, balanced and unders
tandable, and
pr
ovides the information nec
essary for Shar
eholders to asses
s
the Company’
s strategy
, business model, position and
performanc
e;
to meet with the ext
ernal Auditor
, KPMG Channel Islands Limited
(“KPMG”) to r
eview their pr
oposed audit programme of work and
their findings. The Boar
d shall also use this as an opportunity to
asses
s the effectivenes
s of the audit proc
ess;
to make r
ecommendations in r
elation to the appointment of the
external Audit
or and to appr
ove the r
emuneration and terms of
engagement of the external Audit
or;
to monitor and r
eview annuall
y the external Auditor’
s
indepen
dence
, objectivity
, effectiv
eness, r
esour
ces and
qualification; and
to consider and appr
ove all non-audit services. No non-audit
services ar
e pre-appr
oved.
Annual Report and Financial Statements
The Boar
d is responsibl
e for preparing the Annual Report and Financial
Statements. The Audit and Risk Committee advises the Boar
d on the
form and c
ontent of the Annual Report and Financial Statements, any
issues which may arise and any specific ar
eas which requir
e
judgement.
The Company has adopted and r
eports against the AIC Code published
in F
ebruary 2019. The Audit and Risk Committee over
saw the work
performed by the Company Secr
etary in ensuring that the Company
is
in compliance with the principl
es and pr
ovisions of the AIC Code,
which is r
eported on in the Statement of Compliance with the AIC Code
of Corporate Gov
ernance section on page 24.
The valuation of investments was a k
ey area of f
ocus given their
significance t
o the Financial Statements as a whol
e. Foll
owing
discussion with the Inves
tment Manager
, the Audit and Risk Committee
gained comf
ort over the valuation as included in the Annual Report and
Financial Statements.
The Committee r
eviewed and c
onsidered the Annual Report and
Accounts t
o be fair
, balanced and understandabl
e and recommended
the Boar
d’
s approval.
Auditor
As part of its r
eview of the scope and r
esults of the audit, during the
year the Audit and Risk Committee c
onsidered and appr
oved KPMG
Channel Islands Limited’
s (“KPMG”) plan for the audit of the Financial
Statements f
or the year ended 30
June 2022. At the conclusion of
the
audit, KPMG did not highlight any is
sues to the Audit and Risk
Committee which would cause it t
o qualify its audit report. KPMG
issued an unmodified audit r
eport which is included on pages
31 to 35.
As part of the r
eview of auditor independence and eff
ectiveness, KPMG
has confirmed that it is independent of the Company and has complied
with r
elev
ant auditing standar
ds. In evaluating KPMG, the Audit and
Risk Committee has tak
en into consideration the s
tanding, skills and
experience of the firm and the audit t
eam. The Audit and Risk Committee,
fr
om direct observ
ation and enquiry of the Investment Manager and
the Administrator
, r
emains satisfied that KPMG continues to pr
ovide
effective independent chall
enge in carrying out its responsibilities.
No non-audit services w
ere pr
ovided to the Company by KPMG during
the year
.
F
ollowing pr
ofessional guidelines, the audit engagement partner
r
otates after a maximum of five y
ears. The curr
ent audit engagement
partner is James Le Bailly and it is his sec
ond year as audit engagement
partner for the Company
. KPMG LLP were auditor
s of the Company
since the firs
t year end 30 June 2008. In the inter
ests of good governance,
the Audit and Risk Committee carried out a tender pr
ocess in 2016 and
KPMG LLP wer
e succes
sfully r
e-appointed. KPMG LLP subsequently
r
esigned as the Company’
s auditors on 17 June 2019 and was r
eplaced,
with effect fr
om 17 June 2019, by KPMG Channel Islands Limited.
The Company also r
eceives r
egular reporting on internal c
ontrols (as
detail
ed below).
Significant risks r
elated to the Financial Statements
The main ar
ea of accounting risk c
onsidered by the Committ
ee during
the year in r
elation to the Company’
s Financial Statements was the
valuation of investments held by the Company
.
The valuation of investments is undert
aken in acc
ordance with the
accounting policies as
set out in note 1. Details of the fair v
alue hierar
chy
ar
e set out in note 22.
In or
der to addr
ess this risk, the Company has appointed an Inves
tment
Manager and Custodian with cl
early defined c
ontracts and any
br
eaches of these, or any law or regulation which the Company is
r
equired t
o comply with, ar
e reported t
o the Board. The portf
olio
holdings and their pricing is r
eviewed on a dail
y basis and verified by
the Investment Manager
.
A full portfolio is pr
epared for each Boar
d meeting, including a detailed
movement of the top 60 holdings, which is activ
ely c
ommented on and
discussed by the Dir
ectors.
29
ANNUAL REPORT 30 JUNE 2022
CQS NEW CITY HIGH YIELD FUND LIMITED
Report of the Audit and Risk Committee
Director
s’ Report and Governanc
e Reports
Internal Contr
ols
The Committee, on behalf of the Boar
d, is responsible f
or the Company’
s
system of internal c
ontr
ol and for r
eviewing its effectiveness. Ther
e is
an ongoing pr
ocess f
or identifying, evaluating and managing the
significant risks f
aced by the Company
. This pr
ocess has been in plac
e
for the year under r
eview and up to the date of appr
oval of this Annual
Report and is r
egularly r
eviewed by the Board and ac
cor
ds with FRC
Guidance.
The significant risks fac
ed by the Company are as foll
ows:
financial;
operational; and
compliance.
The key c
omponents designed to provide eff
ective internal c
ontrol ar
e
outlined below:
the Administrator t
ogether with the Investment Manager pr
epare
for
ecasts and management accounts which all
ow the Board to
asses
s the Company’
s activities and review its perf
ormance;
the Boar
d and Investment Manager have agr
eed clearly defined
investment criteria, specified l
evels of authority and exposur
e
limits. Reports on these issues, including perf
ormance statis
tics
and investment valuations, ar
e regularl
y submitted to the Board
and ther
e are meetings with the Inv
estment Manager as
appr
opriate;
as a matter of cour
se the Investment Manager’
s compliance
department continuall
y re
views the Investment Manager’
s
ope
ra
tio
ns
and reports t
o the Board on an annual basis and by
ex
ception;
written agr
eements ar
e in place which specificall
y define the
rol
e
s and responsibilities of the Inv
estment Manager
, Company
Secr
etary
, Administrator and other thir
d party service pr
oviders;
the Boar
d has consider
ed the need for an internal audit function
but, because of the complianc
e and internal contr
ol systems in
place at the Inves
tment Manager
, the Company Secr
etary and the
Administrator
, has decided to place r
eliance on the Investment
Manager’
s, the Company Secretary’
s and the Administrator’
s
systems and internal audit pr
ocedur
es.
The Dir
ectors have r
eviewed BNP Paribas Securities Services
’ ISAE
3402 r
eport for the period fr
om 1 April 2021 t
o 31
March 2022 (r
eport
on the description of contr
ols placed in operation, their design and
operating effectiv
eness) on F
und Administration and ar
e pleased to
note that no significant is
sues wer
e identified. The Administrator has
confirmed ther
e has been no change to their internal contr
ols as
described in the afor
ementioned report for the period 1
April 2022
thr
ough 30
June 2022, which would materially affect the Company’
s
internal contr
ol environment.
In November 2021, the Boar
d held a strategy and due diligence meeting
at the offices of the Inves
tment Manager
. This pr
ovided an opportunity
to discuss the portf
olio and strategy in depth, as w
ell as focussing on
ESG matters, particularl
y climate change and sustainability
, and risk
and compliance. W
e met various members of the Inves
tment Manager
team including General Counsel, The Risk Manager
, Head of
Infrastructur
e Controls and Head of Information T
echnology
. Details of
the r
esearch and inv
estment pr
ocess w
ere discus
sed, as well as ESG
policies and pr
ocedur
es.
During the year
, the Committee carried out an annual asses
sment
of
internal contr
ols for the year ended 30
June 2022 by c
onsidering
documentation fr
om the Investment Manager
, the Company Secret
ary
and Administrator
, including the internal audit and complianc
e functions.
The r
esults of the assessment wer
e then reported t
o the Board.
Internal contr
ol systems ar
e designed to meet the Company’
s
particular needs and the risks to which it is exposed. Ac
cor
dingly
, the
internal contr
ol systems ar
e designed to manage rather than eliminate
the risk of failur
e to achieve business objectiv
es and by their nature
can onl
y pro
vide reasonabl
e and not absolute assurance agains
t
misst
atement and los
s.
During the year
, the Committee monitored the eff
ectiveness of the
internal contr
ol framework in place at k
ey thir
d party service pr
oviders.
The Committee asses
sed the contr
ol environment as sufficiently
r
obust to mitigate any ongoing impact of COVID-19 on the Company
,
together with heightened risks arising fr
om Russian sanctions and
cyber security
.
The principal and emer
ging risks affecting the Company
, a description
of those risk and contr
ols mitigating those risks are disclosed on
pages 10 to 11.
W
endy Dorman
Chair of the Audit and Risk Committee
15 September 2022
30
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2022
Director
s’ Report and Governanc
e Reports
Dir
ectors
’ Remuneration Report
Dir
ectors
’ Remuneration Report
Remuneration Committee
The Remuneration Committee, which is chair
ed by John Newlands,
operates within cl
early defined t
erms of ref
er
ence. The Committee
comprises the full Boar
d.
The r
emuneration of the Dir
ectors has been set in or
der to attract
individuals of a calibr
e appropriate to the futur
e development of the
Company
. The Company’
s policy on Directors
’ r
emuneration, together
with details of the r
emuneration of each Dir
ector
, is shown below
.
Policy on Dir
ectors’ Remuneration
The Company’
s Articles of Association limit the aggr
egate fees payabl
e
to the Boar
d of Dir
ectors to a tot
al of £250,000 per annum. Subject to
this overall limit, it is the Company’
s policy that the remuneration of
non-ex
ecutive Dir
ectors should r
eflect the experience of the Boar
d as
a whole, be f
air and comparabl
e to that of other rel
evant inv
estment
companies that ar
e similar in size and have similar investment
objectives and structur
es. Furthermor
e, the le
vel of r
emuneration
should be sufficient to attract and r
etain the Director
s needed to
oversee pr
operly the Company and to r
eflect the specific cir
cumstanc
es
of the Company
, the duties and r
esponsibilities of the Direct
ors and the
value and amount of time committ
ed to the Company’
s affairs. It
is
intended that this policy will continue f
or the year ending 30 June 2023
and subsequent years.
On 3 June 2021, the Board appr
oved an incr
eased le
vel of r
emuneration
for the Dir
ectors with effect fr
om 1 July 2021 as foll
ows:
Chair
£42,500 (2021: £40,000)
Audit Chair
£36,500 (2021: £34,000)
Other
£30,000 (2021: £27,500)
No element of the Dir
ectors
’ remuneration is perf
ormance r
elated.
No Dir
ector past or pr
esent has any entitlement t
o pensions and the
Company has not awar
ded any share options or l
ong-term performance
incentives t
o any of the Direct
ors.
It is the Boar
d’
s policy that Directors do not hav
e service contr
acts, but
new Dir
ectors ar
e provided with a l
etter of appointment.
Dir
ectors
’ Emoluments
The Dir
ectors who served in the year r
eceived the f
ollowing f
ees:
2022
£
2021
£
C Hitch
(Chair)
42,500
40,000
D A H Baxter
30,000
27,500
I Cadby
30,000
27,500
W Dorman
(Audit and Risk
Committee Chair)
36,500
34,000
J E Newlands
30,000
27,500
Totals
169,000
156,500
The amounts paid by the Company to the Dir
ectors wer
e for services as
non-ex
ecutive Dir
ectors.
V
oting at Annual General Meeting
An or
dinary resolution f
or the approval of this Dir
ectors
’ Remuneration
Report will be put to an advisory shar
eholder vote at the f
orthcoming
Annual General Meeting.
Appr
oval
The Dir
ectors
’ Remuneration Report on page
30 was approved by the
Boar
d of Direct
ors and signed on its behalf on 15 September 2022.
On behalf of the Boar
d
Caroline Hit
ch
Chair
15 September 2022
31
ANNUAL REPORT 30 JUNE 2022
CQS NEW CITY HIGH YIELD FUND LIMITED
Independent Auditor’
s Report to the members of CQS New City High Yield Fund Limit
ed
Independent Auditor’
s Report
Our opinion is unmodified
W
e have audited the financial st
atements of CQS New City High Yield
Fund Limit
ed (the “Company”), which comprise the stat
ement of
financial position as at 30 June 2022, the statements of c
ompr
ehensive
income, changes in equity and the cash fl
ow statement for the y
ear
then ended, and notes, comprising signific
ant accounting policies and
other explanatory inf
ormation.
In our opinion, the accompanying financial s
tatements:
give a true and fair vie
w of the financial position of the Company as
at 30 June 2022, and of the Company’
s financial performance and
cash fl
ows for the year then ended;
ar
e prepar
ed in accor
dance with International Financial Reporting
Standar
ds as adopted by the EU; and
have been pr
operly pr
epared in ac
cor
dance with the Companies
(Jersey) Law, 1991.
Basis for opinion
W
e conducted our audit in ac
cor
dance with International St
andards on
Auditing (UK) (“ISAs (UK)”) and applicabl
e law
. Our responsibilities ar
e
described below
. W
e have fulfill
ed our ethical r
esponsibilities under
,
and ar
e independent of the Company in accor
dance with, UK ethical
r
equirements including the FRC Ethic
al Standar
d as requir
ed by the
Cr
own Dependencies
’ Audit Rules and Guidance. W
e believe that the
audit evidence we hav
e obtained is a sufficient and appr
opriate basis
for our opinion.
Independent
auditor
s
report
to the Members of CQS New City High
Y
ield Fund
Limited
32
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2022
Independent Auditor’
s Report
Independent Auditor’
s Report to the members of CQS New City High Yield F
und Limited
Key audit matters: our as
sessment of the risks of material misstat
ement
Key audit matters ar
e those matters that, in our pr
ofessional judgment, w
ere of mos
t significance in the audit of the financial s
tatements and include
the most significant as
sessed risks of material mis
statement (whether or not due to fr
aud) identified by us, including those which had the great
est
effect on: the ov
erall audit strat
egy; the allocation of r
esourc
es in the audit; and directing the eff
orts of the engagement team. These matters w
ere
addr
essed in the conte
xt of our audit of the financial statements as a whole, and in f
orming our opinion ther
eon, and we do not pro
vide a separate
opinion on these matters. In arriving at our audit opinion abov
e, the key audit matt
er was as follo
ws (unchanged from 2021):
The risk
Our response
V
aluation of investments
£263m; (2021: £257m)
Refer to page 28 (Report of
the Audit and Risk
Committee), note 1(a) and
1(b) (accounting policy),
note 9 (financial assets
designated at fair v
alue
thr
ough profit or l
oss) and
notes 16 (financial
instruments) and 22 (fair
value hierar
chy).
Basis:
The Company’
s portfolio of investments mak
es up
97.1% of the Company’
s total assets (by value). 92.2%
of the investments c
omprise investments wher
e the
fair values ar
e readil
y availabl
e from a number of
independent pricing sour
ces (such as stock
ex
changes or multiple br
okers) and ther
efor
e we do
not consider these inves
tments to be at a high risk of
misst
atement.
The fair value of the Company’
s remaining
investments holdings of £20.5m, which r
epresent
7.8% of the investments, ar
e not readil
y available
fr
om a number of independent pricing sourc
es and
ar
e valued by the Company using valuation
techniques taking into ac
count, wher
e appropriate,
latest dealing pric
es, brok
er statements, and other
r
elev
ant factor
s or information.
Risk:
The valuation of the Company’
s investments is a
significant ar
ea of our audit, given that it repr
esents a
significant portion of the total as
sets of the Company
.
The valuation risk of the investments also r
elates to
those investments wher
e the fair values ar
e not
r
eadily availabl
e from a number of independent
pricing sour
ces given the estimation and judgements
that may be invol
ved in the determination of their fair
values.
Our audit pr
ocedur
es included:
Internal Contr
ols:
W
e assessed the design and impl
ementation of
contr
ols over the valuation of investments wher
e the
fair values ar
e not readil
y availabl
e from a number of
independent pricing sour
ces given the estimation and
judgements that may be invol
ved in the determination
of their fair values.
Use of KPMG Specialists:
W
e engaged our valuation specialist to:
-
Independentl
y price inves
tments to a thir
d party
pricing sour
ce and compar
e the price to that
used by the Company
, wher
e prices ar
e readily
availabl
e; and
-
Derive independent valuations for the r
emaining
investments (wher
e fair value not r
eadily
availabl
e from a number of independent pricing
sour
ces) by using a model-based valuation (lik
e
discounted c
ash flow model) to c
alculate a pric
e
and compar
ed it to the price used by the
Company
.
Assessing discl
osures:
W
e also consider
ed the Company’s discl
osures (see
note 1 – critical ac
counting estimates and judgements)
in r
elation to the use of estimates and judgements
r
egarding the v
aluation of investments and the
Company’
s investment valuation policies adopted in
note 16 and fair v
alue disclosur
es in note 22 for
compliance with IFRS as adopt
ed by the EU.
Our application of materiality and an overvie
w of the scope of our
audit
Materiality for the financial s
tatements as a whol
e was set at
£2,790,000, determined with r
efer
ence to a benchmark of total as
sets
of £271,197,000, of which it r
epresents appr
oximatel
y 1.0% (2021:
1.0%).
In line with our audit methodology
, our proc
edures on individual
account balanc
es and disclosures wer
e performed to a l
ower thr
eshold,
performanc
e materiality
, so as to r
educe to an accept
able l
evel the risk
that individually immaterial mis
statements in individual account
balances add up to a material amount acr
oss the financial stat
ements
as a whole. P
erformance mat
eriality for the Company was set at 75%
(2021: 75%) of materiality for the financial s
tatements as a whol
e,
which equates to £2,092,000. W
e applied this percent
age in our
determination of performanc
e materiality because we did not identify
any factor
s indicating an el
evated l
evel of risk.
W
e r
eported to the Audit Committee any corr
ected or uncorr
ected
identified misst
atements ex
ceeding £139,000, in addition to other
identified misst
atements that warranted r
eporting on qualitative
gr
ounds.
In addition, we applied a low
er materiality of £1,680,000, to the
investment inc
ome balance (£22.4m) for which w
e believe
misst
atements of a les
ser amount than materiality for the financial
statements as a whol
e could be reasonabl
y expected to influence the
Company’
s members
’ asses
sment of the financial performance of the
Company
.
Our audit of the Company was undertaken t
o the materiality le
vel
specified above, which has inf
ormed our identification of significant
risks of material miss
tatement and the associat
ed audit proc
edures
performed in those ar
eas as detailed above.
33
ANNUAL REPORT 30 JUNE 2022
CQS NEW CITY HIGH YIELD FUND LIMITED
Independent Auditor’
s Report to the members of CQS New City High Yield Fund Limit
ed
Independent Auditor’
s Report
Going conc
ern
The dir
ectors have pr
epared the financial stat
ements on the going
concern basis as the
y do not intend to liquidate the Company or to
cease its operations, and as the
y have concluded that the Company’
s
financial position means that this is r
ealistic. They have also c
oncluded
that ther
e are no mat
erial uncertainties that could hav
e cast signific
ant
doubt over its ability to c
ontinue as a going concern f
or at least a year
fr
om the date of appr
oval of the financial st
atements (the “going
concern period”).
In our evaluation of the dir
ectors
’ conclusions, we c
onsidered the
inher
ent risks to the Company’
s business model and analysed how
those risks might affect the Company’
s financial r
esourc
es or ability to
continue operations o
ver the going conc
ern period. The risks that we
consider
ed most likely t
o affect the Company’
s financial resour
ces or
ability to continue oper
ations over this period wer
e:
Availability of c
apital to meet operating c
osts and other financial
commitments;
The outcome of the upc
oming continuation vote at the f
orthcoming
Annual General Meeting of the Company;
The ability to succ
essfull
y refinanc
e or r
epay debt which is due to
matur
e by end of 2023; and
The ability of the Company to compl
y with debt covenants.
W
e consider
ed whether these risks could plausibly affect the liquidity
in the going concern period by c
omparing severe, but plausibl
e
downside scenarios that c
ould arise from these risks individuall
y and
coll
ectively agains
t the le
vel of availabl
e financial resour
ces indicated
by the Company’
s financial for
ecasts.
W
e also consider
ed the risk that the outcome of the continuation vote
could aff
ect the Company over the going conc
ern period, by considering
outcomes of pr
evious votes held by the Company
, reviewing
corr
espondence from the br
okers that they have no c
oncerns regar
ding
the outcome of the c
ontinuation vote, and considering k
ey financial
metrics including discount/pr
emium of the Company’
s share pric
e
against its r
eported net asset v
alue per share, o
ver the past 12 months.
W
e consider
ed whether the going concern disclosur
e in note 1(a) to the
financial statements giv
es a full and accurate description of the
dir
ectors
’ assessment of going conc
ern.
Our conclusions based on this work:
we consider that the dir
ectors
’ use of the going conc
ern basis of
accounting in the pr
eparation of the financial statements is
appr
opriate;
we have not identified, and concur with the dir
ectors
’ assessment
that ther
e is not, a material uncertainty r
elated to events or
conditions that, individuall
y or coll
ectively
, may cast significant
doubt on the the Company’
s ability to continue as a going conc
ern
for the going c
oncern period; and
we have nothing material to add or dr
aw attention to in r
elation to
the dir
ectors
’ statement in the notes to the financial s
tatements on
the use of the going concern basis of ac
counting with no material
uncertainties that may c
ast significant doubt ov
er the Company’
s
use of that basis for the going c
oncern period, and that stat
ement is
materially c
onsistent with the financial statements and our audit
knowledge.
However
, as we cannot pr
edict all future events or
conditions and as
subsequent events may r
esult in outcomes that ar
e inconsistent with
judgements that wer
e reasonabl
e at the time they were made, the
above c
onclusions are not a guar
antee that the Company will continue
in operation.
F
raud and br
eaches of laws and regulations – ability
to detect
Identifying and responding t
o risks of material misstatement due
to fraud
T
o identify risks of material miss
tatement due to fraud (“fr
aud risks”)
we asses
sed events or c
onditions that could indicate an inc
entive or
pr
essur
e to commit fr
aud or pro
vide an opportunity to commit fraud.
Our risk asses
sment proc
edures included:
enquiring of management as to the Company’
s policies and
pr
ocedur
es to pr
event and detect fr
aud as well as enquiring whether
management have knowl
edge of any actual, suspected or all
eged
fraud;
r
eading minutes of meetings of those char
ged with governance; and
using analytic
al proc
edur
es to identify any unusual or unexpected
r
elationships.
As r
equired by auditing s
tandar
ds, we perform pr
ocedures t
o addres
s
the risk of management override of c
ontrols, in particular the risk that
management may be in a position to make inappr
opriate accounting
entries. On this audit we do not believe ther
e is a fraud risk relat
ed to
r
evenue r
ecognition because the Company’
s rev
enue str
eams are
simple in natur
e with respect to ac
counting policy choice, and ar
e
easily v
erifiable to e
xternal data sour
ces or agreements with littl
e or
no r
equirement f
or estimation from management. W
e did not identify
any additional fraud risks.
W
e performed pr
ocedures including
Identifying journal entries and other adjustments to tes
t based on
risk criteria and comparing any identified entries to supporting
documentation; and
incorporating an el
ement of unpredictability in our audit pr
ocedures.
Identifying and responding t
o risks of material misstatement due
to non-complianc
e with laws and regulations
W
e identified ar
eas of laws and regulations that c
ould r
easonably be
expected t
o have a material effect on the financial s
tatements fr
om our
sector experienc
e and through discus
sion with management (as
r
equired by auditing s
tandar
ds), and from inspection of the Company’
s
r
egulatory and legal c
orr
espondence, if any
, and discussed with
management the policies and pr
ocedur
es r
egarding c
ompliance with
laws and r
egulations. As the Company is regulat
ed, our assessment of
risks invol
ved gaining an understanding of the contr
ol environment
including the entity’
s proc
edures f
or compl
ying with r
egulatory
r
equirements.
The Company is subject to laws and r
egulations that dir
ectly aff
ect the
financial statements including financial r
eporting legislation and
taxation l
egislation and we assessed the e
xtent of complianc
e with
these laws and r
egulations as part of our proc
edures on the r
elated
financial statement it
ems.
The Company is subject to other laws and r
egulations wher
e the
consequences of non-c
ompliance could have a material eff
ect on
amounts or disclosur
es in the financial statements, for ins
tance
thr
ough the imposition of fines or litigation or impacts on the
Company’
s ability to operate. W
e identified financial services regulation
34
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2022
Independent Auditor’
s Report
Independent Auditor’
s Report to the members of CQS New City High Yield F
und Limited
as being the ar
ea most likel
y to have such an effect, r
ecognising the
r
egulated natur
e of the Company’
s activities and its legal form.
Auditing standar
ds limit the requir
ed audit pr
ocedur
es to identify non-
compliance with these
laws and regulations t
o enquiry of management
and inspection of r
egulatory and legal c
orr
espondence, if any
.
Ther
efor
e if a breach of operational r
egulations is not disclosed to us
or evident fr
om r
elev
ant corr
espondence, an audit will not detect that
br
each.
Context of the ability of the audit to detect fraud or br
eaches of law
or regulation
Owing to the inher
ent limitations of an audit, ther
e is an unavoidabl
e
risk that we may not have detect
ed some material misst
atements in
the financial statements, e
ven though we have pr
operly planned and
performed our audit in ac
cor
dance with auditing st
andards. F
or
exampl
e, the further r
emoved non-complianc
e with laws and
r
egulations is from the e
vents and transactions r
eflected in the
financial statements, the l
ess likel
y the inherentl
y limited proc
edures
r
equired by auditing s
tandar
ds would identify it.
In addition, as with any audit, ther
e remains a higher
risk of non-
detection of fraud, as this may invol
ve collusion, f
orgery
, intentional
omissions, misr
epresentations, or the ov
erride of internal contr
ols.
Our audit pr
ocedur
es ar
e designed to detect material mis
statement.
W
e ar
e not responsibl
e for pre
venting non-complianc
e or fraud and
cannot be expect
ed to detect non-complianc
e with all laws and
r
egulations.
Other information
The dir
ectors ar
e r
esponsible f
or the other information. The other
information c
omprises the information included in the annual r
eport
but does not include the financial statements and our audit
or’
s report
ther
eon. Our opinion on the financial statements does not c
over the
other information and we do not e
xpr
ess an audit opinion or any form
of assuranc
e conclusion ther
eon.
In connection with our audit of the financial st
atements, our
r
esponsibility is to r
ead the other information and, in doing so, consider
whether the other information is materiall
y inconsistent with the
financial statements or our knowl
edge obtained in the audit, or
otherwise appears to be materiall
y misstated. If, based on the work we
have performed, w
e conclude that ther
e is a material miss
tatement of
this other information, we ar
e requir
ed to report that f
act. W
e have
nothing to r
eport in this r
egard.
Disclosur
es of emerging and principal risks and
longer term viability
W
e ar
e requir
ed to perform pr
ocedur
es to identify whether there is a
material inconsis
tency between the dir
ectors
’ disclosur
es in r
espect of
emer
ging and principal risks and the viability statement, and the
financial statements and our audit knowl
edge. we have nothing
material to add or draw att
ention to in r
elation to:
the dir
ectors
’ confirmation within the Viability Statement (page 14)
that they have c
arried out a robus
t assessment of the emer
ging and
principal risks facing the Company
, including those that would
thr
eaten its business model, futur
e performance, sol
vency or
liquidity;
the emer
ging and principal risks disclosur
es describing these risks
and explaining how they ar
e being managed or mitigated;
the dir
ectors
’ explanation in the Viability Statement (page 14) as to
how they have as
sessed the pr
ospects of the Company
, over what
period they have done so and why they c
onsider that period to be
appr
opriate, and their statement as t
o whether they have a
r
easonable e
xpectation that the Company will be able t
o continue in
operation and meet its liabilities as they f
all due over the period of
their asses
sment, including any relat
ed disclosur
es drawing
attention to any neces
sary qualifications or assumptions.
W
e ar
e also requir
ed to re
view the Viability Statement, set out on
page
14 under the Listing Rules. Based on the abo
ve pr
ocedur
es, we
have concluded that the abo
ve disclosur
es are materiall
y consistent
with the financial statements and our audit knowl
edge.
Corporate gov
ernance discl
osures
W
e ar
e requir
ed to perform pr
ocedur
es to identify whether there is a
material inconsis
tency between the dir
ectors
’ corporate gov
ernance
disclosur
es and the financial statements and our audit knowl
edge.
Based on those pr
ocedur
es, we have concluded that each of the
foll
owing is materiall
y consistent with the financial s
tatements and our
audit knowl
edge:
the dir
ectors
’ statement that they c
onsider that the annual report
and financial statements t
aken as a whol
e is fair
, balanced and
understandabl
e, and provides the inf
ormation necessary f
or
shar
eholders to asses
s the Company’
s position and performance,
business model and str
ategy;
the section of the annual r
eport describing the work of the Audit
Committee, including the significant is
sues that the audit committee
consider
ed in relation to the financial st
atements, and how these
issues wer
e addressed; and
the section of the annual r
eport that describes the re
view of the
effectivenes
s of the Company’s risk management and int
ernal
contr
ol systems.
W
e ar
e requir
ed to re
view the part of Corporate Gov
ernance Statement
r
elating to the Company’
s compliance with the pr
ovisions of the UK
Corporate Gov
ernance Code specified by the Listing Rul
es for our
r
eview
. We hav
e nothing to r
eport in this respect.
W
e have nothing to report on other matt
ers on which
we ar
e requir
ed to report by ex
ception
W
e have nothing to r
eport in respect of the foll
owing matters where the
Companies (Jersey) Law 1991 r
equires us to r
eport to you if, in our
opinion:
adequate acc
ounting rec
ords have not been k
ept by the Company; or
the Company’
s financial statements ar
e not in agr
eement with the
accounting r
ecor
ds; or
we have not r
eceived all the information and e
xplanations we requir
e
for our audit.
Respective r
esponsibilities
Dir
ectors
’ r
esponsibilities
As explained mor
e fully in their statement set out on page 16, the
dir
ectors ar
e r
esponsible f
or: the prepar
ation of the financial
statements including being satisfied that the
y give a true and fair view;
such internal contr
ol as they determine is neces
sary to enable the
35
ANNUAL REPORT 30 JUNE 2022
CQS NEW CITY HIGH YIELD FUND LIMITED
Independent Auditor’
s Report to the members of CQS New City High Yield Fund Limit
ed
Independent Auditor’
s Report
pr
eparation of financial statements that ar
e free fr
om material
misst
atement, whether due to fraud or err
or; assessing the Company’
s
ability to continue as a going c
oncern, discl
osing, as applicable,
matters r
elated to going concern; and using the going c
oncern basis of
accounting unl
ess they either intend to liquidate the Company or t
o
cease operations, or hav
e no realis
tic alternative but to do so.
Auditor’
s r
esponsibilities
Our objectives ar
e to obtain r
easonable assuranc
e about whether the
financial statements as a whol
e are fr
ee fr
om material misst
atement,
whether due to fraud or err
or
, and to issue our opinion in an auditor’
s
r
eport. Reasonable as
surance is a high l
evel of as
surance, but does
not guarantee that an audit c
onducted in accor
dance with ISAs (UK)
will always detect a mat
erial misstat
ement when it exists.
Misst
atements can arise fr
om fraud or error and ar
e considered
material if, individually or in aggr
egate, they could r
easonably be
expected t
o influence the economic decisions of users t
aken on the
basis of the financial statements.
A fuller description of our r
esponsibilities is provided on the FRC’
s
website at
www
.frc.or
g.uk/auditorsr
esponsibilities
.
The purpose of this report and r
estrictions on its use by persons
other than the Company’
s members as a body
This r
eport is made solel
y to the Company’
s members, as a body
, in
accor
dance with Article 113A of the Companies (Jer
sey) Law 1991. Our
audit work has been undertak
en so that we might state to the
Company’
s members those matters we ar
e requir
ed to stat
e to them in
an auditor’
s report and f
or no other purpose. T
o the fullest extent
permitted by law, we do not acc
ept or assume r
esponsibility to anyone
other than the Company and the Company’
s members, as a body
, for
our audit work, for this r
eport, or for the opinions we have f
ormed.
James Le Baill
y
F
or and on behalf of KPMG Channel Islands Limited
Charter
ed Account
ants and Recognized Auditors
Jersey
15 September 2022
36
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2022
Financial Statements
Statement of Compr
ehensive Income
Statement of Compr
ehensive Inc
ome
F
or the year ended 30 June 2022
Year ended
30 June 2022
Year ended
30 June 2021
Notes
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Net capital gains/(losses)
(Losses)/gains on financial assets
designated at fair value
9
(14,459)
(14,459)
23,913
23,913
Foreign exchange gain/(loss)
*
61
61
(36)
(36)
Revenue
Investment income
2
22,362
22,362
21,151
21,151
Total Income
22,362
(14,398)
7,964
21,151
23,877
45,028
Expenses
Investment management fee
3
(1,595)
(531)
(2,126)
(1,456)
(485)
(1,941)
Other expenses
4
(772)
(75)
(847)
(800)
(14)
(814)
Total expenses
(2,367)
(606)
(2,973)
(2,256)
(499)
(2,755)
Profit/(loss) before finance costs
and taxation
19,995
(15,004)
4,991
18,895
23,378
42,273
Finance income/(costs)
Interest income
1
1
Interest expense
5
(456)
(152)
(608)
(326)
(107)
(433)
Profit/(loss) before taxation
19,540
(15,156)
4,384
18,569
23,271
41,840
Irrecoverable withholding tax
6
(377)
(377)
(267)
(267)
Profit/(loss) after taxation and
total comprehensive income/(loss)
19,163
(15,156)
4,007
18,302
23,271
41,573
Basic and diluted earnings/(losses)
per ordinary share (pence)
8
4.16
(3.29)
0.87
4.18
5.32
9.50
* Excludes f
oreign e
xchange gains and losses on financial as
sets designated thr
ough pr
ofit and loss which ar
e presented within (l
osses)/gains on
financial assets designated at f
air value.
The total column of this s
tatement r
epresents the Company’
s Statement of Compr
ehensive Income, pr
epared in ac
cor
dance with IFRS as adopted
by the EU (r
efer to note 1). The suppl
ementary rev
enue return and c
apital r
eturn columns ar
e both prepar
ed under guidance published by the
Association of Inves
tment Companies.
Ther
e is no other compr
ehensive income as all inc
ome is r
ecor
ded in the Statement of Compr
ehensive Income above.
All r
evenue and capit
al items in the above st
atement ar
e derived fr
om continuing operations.
No operations wer
e acquired or discontinued in the y
ear
.
The accompanying not
es on pages 40 to 54 ar
e an integral part of these Financial Statements.
36
Financial Statements
Statement of Compr
ehensive Income
37
ANNUAL REPORT 30 JUNE 2022
CQS NEW CITY HIGH YIELD FUND LIMITED
Statement of Financial Position
Financial Statements
Statement of Financial P
osition
As at 30 June 2022
Notes
As at 30 June 2022
£’000
As at 30 June 2021
£’000
Non-current assets
Financial assets designated at fair value through profit or loss
9
263,393
257,467
Current assets
Debtors and other receivables
10
3,819
3,585
Cash and cash equivalents
3,985
11,427
7,804
15,012
Total assets
271,197
272,479
Non-current liabilities
Bank loan
11
(33,000)
Current liabilities
Bank loan
11
(33,000)
Creditors and other payables
12
(3,211)
(5,301)
Total liabilities
(36,211)
(38,301)
Net asset value
234,986
234,178
Stated capital and reserves
Stated capital account
13
220,649
203,416
Special distributable reserve
50,385
50,385
Capital reserve
(51,610)
(36,454)
Revenue reserve
15,562
16,831
Equity Shareholders’ funds
234,986
234,178
Net asset value per ordinary share (pence)
15
49.30p
52.62p
The Financial Statements on pages
36
to
54 were appr
oved by the Boar
d of Direct
ors and authorised for is
sue on 15
September 2022 and were
signed on its behalf by:
Caroline Hit
ch
Chair
15 September 2022
The accompanying not
es on pages 40 to 54 ar
e an integral part of these Financial Statements.
38
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2022
Financial Statements
Statement of Changes in Equity
Statement of Changes in Equity
F
or the year ended 30 June 2022
Notes
Stated
capital
account
*
£’000
Special
distributable
reserve
£’000
Capital
reserve
*
£’000
Revenue
reserve
£’000
Total
£’000
At 1 July 2021
203,416
50,385
(36,454)
16,831
234,178
Total comprehensive income for the year:
Profit/(loss) for the year
(15,156)
19,163
4,007
Transactions with owners recognised directly in equity:
Dividends paid
7
(20,432)
(20,432)
Net proceeds from issue of shares
13
17,233
17,233
At 30 June 2022
220,649
50,385
(51,610)
15,562
234,986
F
or the year ended 30 June 2021
Notes
Stated
capital
account
*
£’000
Special
distributable
reserve
£’000
Capital
reserve
*
£’000
Revenue
reserve
£’000
Total
£’000
At 1 July 2020
197,037
50,385
(59,725)
17,982
205,679
Total comprehensive income for the year:
Profit for the year
23,271
18,302
41,573
Transactions with owners recognised directly in equity:
Dividends paid
7
(19,453)
(19,453)
Net proceeds from issue of shares
13
6,379
6,379
At 30 June 2021
203,416
50,385
(36,454)
16,831
234,178
* F
ollowing a change in Jerse
y Company Law effective 27
June 2008, dividends can be paid out of any capital acc
ount of the Company subject to
certain sol
vency r
estrictions. However
, it is the Company’
s policy to account f
or r
evenue items and pay dividends, drawing wher
e necessary fr
om
a separate r
evenue reserv
e.
‡ The balance on the special distribut
able r
eserve of £50,385,000 (2021: £50,385,000) is treated as dis
tributable pr
ofits available to be used f
or all
purposes permitted by Jersey Company Law including the buying back of or
dinary shares, the payment of dividends and the payment of pr
eliminary
expenses.
† The balance on the r
evenue reserv
e of £15,562,000 (2021: £16,831,000) is available f
or paying dividends.
The accompanying not
es on pages 40 to 54 ar
e an integral part of these Financial Statements.
39
ANNUAL REPORT 30 JUNE 2022
CQS NEW CITY HIGH YIELD FUND LIMITED
Cash Flow Stat
ement
Financial Statements
Cash Fl
ow Statement
F
or the year ended 30 June 2022
Notes
Year ended
30 June
2022
£’000
Year ended
30 June
2021
£’000
Operating activities
Profit before finance income/(cost) and taxation
1
4,991
42,273
Adjustments to reconcile profit before tax to net cash flows:
Realised (gains)/losses on financial assets designated at fair value through profit or loss
9
(3,631)
11,575
Unrealised losses/(gains) on financial assets designated at fair value through profit or loss
9
18,090
(35,489)
Effective interest adjustment
9
(154)
(232)
Foreign exchange (gain)/loss
(61)
36
Purchase of financial assets designated at fair value through profit or loss
2
(110,433)
(70,415)
Proceeds from sale of financial assets designated at fair value through profit or loss
3
85,833
73,280
Changes in working capital
(Increase)/decrease in other receivables
(508)
51
Increase/(decrease) in other payables
2,266
(422)
Irrecoverable withholding tax paid
(377)
(267)
Net cash (used in)/generated from operating activities
(3,984)
20,390
Financing activities
Dividends paid
7
(20,432)
(19,453)
Drawdown of bank loan
11
2,000
Finance costs
(595)
(431)
Proceeds from issuance of ordinary shares
4
13
17,508
6,104
Net cash used in financing activities
(3,519)
(11,780)
(Decrease)/increase in cash and cash equivalents
(7,503)
8,610
Cash and cash equivalents at the start of the year
11,427
2,853
Exchange gain/(loss)
61
(36)
Cash and cash equivalents at the end of the year
3,985
11,427
1
Included within pr
ofit befor
e finance income/(cost) and t
axation is dividend income of £3,684,000 (30 June 2021: £2,934,000) and interes
t income
of £18,678,000 (30 June 2021: £18,217,000).
2
Amounts due to br
okers as at 30 June 2022 relating to pur
chases of financial assets designated at f
air value thr
ough profit amount
ed to £613,000
(30 June 2021: £4,980,000).
3
Amounts due fr
om brok
ers as at 30
June 2022 r
elating to sales of financial as
sets designated at fair value thr
ough pr
ofit amounted to £nil
(30 June 2021: £nil).
4
Amounts due on new shar
e issuance not y
et rec
eived as at 30 June 2022 amounted to £nil (30 June 2021: £275,000).
The accompanying not
es on pages 40 to 54 ar
e an integral part of these Financial Statements.
40
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2022
Financial Statements
Notes to the Financial Statements
Notes to the Financial Statements
1
Acc
ounting Policies
(a) Basis of acc
ounting
These Financial Statements have been pr
epared in ac
cor
dance with International Financial Reporting Standar
ds (“IFRS”) as adopted by the European
Union and in accor
dance with the guidance set out in the Stat
ement of Recommended Practic
e (“SORP”): Financial Statements of Investment
T
rust Companies and Ventur
e Capital T
rusts issued by the AIC in November 2014 and updated mos
t rec
ently in April 2021 with c
onsequential
amendments. Notwithstanding that CQS New City High Yield F
und Limited (the “Company”) is not an investment trust c
ompany
, given the purpose
of the Company and certain similar char
acteristics, the Company has chosen to f
ollow the guidanc
e set out in the SORP where it is c
onsistent with
the r
equirements of IFRS.
The functional and r
eporting currency of the Company is pound s
terling because that is the primary economic envir
onment in which the Company
operates. The notes and Financial St
atements ar
e present
ed in pound sterling and ar
e r
ounded to the near
est thousand ex
cept wher
e otherwise
indicated.
The Financial Statements have been pr
epared on the hist
orical cos
t basis, exc
ept that investments ar
e stated at fair v
alue and categorised as
financial assets at f
air value thr
ough profit or l
oss.
Going conc
ern
At each Annual General Meeting of the Company
, Shareholders ar
e given the opportunity to vote on an or
dinary resolution to continue the Company
as an investment c
ompany
. If any such resolution is not pas
sed, the Board will put f
orward pr
oposals at an extraor
dinary general meeting to
liquidate or otherwise r
econstruct or r
eorganise the Company
. Given the performance of the Company
, input from the Company’
s major Shar
eholders
and its br
oker
, the Board c
onsiders it likel
y that Shar
eholders will vote in f
avour of continuation at the f
orthcoming Annual General Meeting.
The Company’
s existing loan f
acility as detailed on page 46 has been r
enewed for an amount of up t
o £45 million and is due to matur
e on
17
December 2023 after which it is anticipated the Company will tak
e out a new facility on comparabl
e terms.
After making enquiries of the
Investment Manager
, and having consider
ed the Company’
s investment objective, natur
e of the investment portfolio, loan f
acility
, expenditure
pr
ojections, impact of COVID-19 and the impact of the Russia-Ukraine c
onflict on the Company
, the Dir
ectors consider that the Company has
adequate r
esour
ces to continue in oper
ational exist
ence for the f
or
eseeable futur
e. For this r
eason the Directors c
ontinue to adopt the going conc
ern
basis in pr
eparing the Financial Statements, notwithstanding that the Company is subject t
o an annual continuation vote as described abo
ve.
Acc
ounting Devel
opments
Standar
ds and amendments to exis
ting standar
ds effective in curr
ent year:
Inter
est Rate Benchmark Reform – Phase 2
These amendments addr
ess issues that might aff
ect financial r
eporting as a result of the r
eform of an inter
est rate benchmark, including the
effects of changes to c
ontractual cash fl
ows or hedging r
elationships arising from the r
eplacement of an inter
est rate benchmark with an
alternative benchmark rat
e. The amendments pro
vide practical r
elief from cert
ain requir
ements in IFRS
9, IAS
39, IFRS
7, IFRS
4 and IFRS
16
r
elating to changes in the basis for determining c
ontractual cash fl
ows of financial assets, financial liabilities and l
ease liabilities; and hedge
accounting (no impact).
Change in basis for determining cash flo
ws
The amendments r
equire an entity t
o account f
or a change in the basis for determining the c
ontractual cash fl
ows of a financial asset or financial
liability that is r
equired by int
eres
t rate benchmark r
eform by updating the effective inter
est rate of the financial asset or financial liability
.
At the beginning of the period, the Company had an unsecur
ed loan facility with Sc
otiabank Europe Plc that had a limit of £35 million of which £
33
million was drawn down at an inter
est rate of 1.35% + LIBOR. Pursuant t
o a Seventh Amendment Agr
eement with effective date 17 December 2021,
the loan f
acility was increased t
o a committed limit of £45 million (with an option to incr
ease by a further £5 million) of which £33 million was stil
l
drawn down as at the year end. The int
eres
t rate was changed to 1.45% plus a c
ompounded ref
erence rat
e. As from 17
September 2021, the
Company had r
eplaced LIBOR by SONIA for the c
alculation of inter
est on the loan f
acility
.
The Company held floating rat
e investments securities which wer
e subject to the IBOR ref
orm during the period given that their inter
est rates
r
efer
enced LIBOR. All of those positions have replac
ed LIBOR by SONIA as fr
om 1 July 2021, for the determination of the int
eres
t amounts due to
the Company
.
Standar
ds and amendments becoming eff
ective in futur
e periods:
A number of amendments and interpr
etations to e
xisting standar
ds have been issued, but ar
e not yet effectiv
e, that are not r
elevant t
o the
Company’
s operations. The Direct
ors believe that the applic
ation of these amendments and interpr
etations will not impact the Company’
s
Financial Statements when they bec
ome effective.
41
ANNUAL REPORT 30 JUNE 2022
CQS NEW CITY HIGH YIELD FUND LIMITED
Notes to the Financial Statements
Financial Statements
Critical acc
ounting estimates and judgements
The pr
eparation of the Financial Statements nec
essarily r
equires the e
xer
cise of judgement both in application of accounting policies which ar
e set
out below and in the sel
ection of assumptions used in the calculation of es
timates. These estimates and judgements ar
e review
ed on an ongoing
basis and ar
e continually e
valuated based on hist
orical experienc
e and other factors. Ho
wever
, actual results may diff
er fr
om these estimates.
The valuation of financial assets inv
ol
ves estimation and judgements. The major part of the Company’
s financial assets is its financial assets held
at fair value thr
ough profit or l
oss which is valued by r
efer
ence to list
ed and quoted bid prices, howe
ver some of these financial assets ar
e thinly
traded. Such financial assets ar
e best valued by r
efer
ence to current mark
et price quotes pr
ovided by independent br
okers. The Dir
ectors may
overlay such pric
es with situation specific adjustments including (a) taking a second independent opinion
on a specific investment, or (ii) r
educing
the value to a net pr
esent value, to refl
ect the likely time to be t
aken to r
ealise a stock which the Company is activel
y looking to sell. The outturn
is r
eflected in the v
aluations of investments as set out in note 22 to the Financial St
atements.
Financial assets which ar
e not listed or where tr
ading in the securities of an investee c
ompany is suspended are v
alued at the Boar
d’
s estimate
of fair value in ac
cor
dance with International Private Equity and V
enture Capital (IPEV) v
aluation guidance. Unquoted financial assets ar
e valued
by the Dir
ectors on the basis of all the information av
ailable to them at the time of v
aluation. This includes a r
eview of the financial and trading
information of the inves
tee company
, covenant c
ompliance, ability to pay the inter
est due and cash held. F
or convertible bonds this also includes
consideration of their disc
ounted cash fl
ows and underlying equity v
alue based on information pr
ovided by the Investment Manager
.
In r
espect of two of the Company’
s investments in particular
, Raven Property Gr
oup Ltd and Raven Russia 12% 09-31/12/2059, the Investment
Manager marked the positions to a f
air value of nil as at 30 June 2022, following the Rus
sian/Ukraine conflict. Rav
en suspended its shares during
the year and advised it was unlik
ely to be abl
e to continue maintaining normal operations. It has sinc
e been delisted fr
om the stock exchange,
coupon payments on the pr
eferenc
e shar
es have ceased and the price of both securities has been writt
en down to zer
o in the Company’
s portfolio.
Ther
e were no other signific
ant accounting es
timates or significant judgements in the curr
ent or previous y
ear
.
A summary of the principal accounting policies which hav
e been applied to all periods pr
esented in these Financial Statements is set out bel
ow
.
(b) Financial assets
Financial assets which comprise equity shar
es, convertibl
e bonds and fixed inc
ome securities, are clas
sified as held at fair value thr
ough profit or
los
s as the Company’
s business model is not to hold these financial assets f
or the sole purposes of c
ollecting c
ontractual cash fl
ows. In making
this asses
sment, the Direct
ors have given r
egard to the inves
tment strategy of the Company
, the fact that the perf
ormance of the portfolio is
evaluated on a f
air value basis and the fact that the Investment Manager is r
emunerated on a perc
entage of total assets.
Pur
chases or sales of financial as
sets are r
ecognised/der
ecognised on the date the Company trades the inv
estments. On initial r
ecognition
investments ar
e measured at f
air value and classified as f
air value thr
ough profit or l
oss with any subsequent gain or loss, including any gain or
los
s arising from a change in e
xchange r
ates, r
ecognised in the Statement of Compr
ehensive Income.
Financial assets held at f
air value thr
ough profit or l
oss are v
alued in accor
dance with the policies described in the critical acc
ounting estimates
and judgements section above.
Financial assets also include the Company’
s cash and cash equiv
alents (c
omprising of cash held in curr
ent accounts and o
ver
draft balances) and
debtors and other r
eceivables which ar
e held at amortised cost using effectiv
e inter
est rate, l
ess any impairment.
(c) Financial liabilities
Financial liabilities include amounts due to br
okers, bank l
oan, interest on bank l
oan and other creditors which ar
e held at amortised cost using
the effective int
eres
t rate method. Financial liabilities ar
e recognised initiall
y at fair value, net of transaction cos
ts incurred and ar
e subsequently
carried at amortised cos
t using the effective int
eres
t rate method. Financial liabilities ar
e derecognised when the obligation specified in the c
ontract
is dischar
ged, cancell
ed or expir
es.
(d) Income
Dividends r
eceivabl
e on equity shar
es (including pref
erence shar
es) are r
ecognised as inc
ome on the date that the r
elated investments ar
e marked
ex-dividend. Dividends r
eceivable on equity shar
es where no e
x-dividend date is quoted ar
e r
ecognised as income when the Company’
s right to
r
eceive payment is est
ablished.
Dividends fr
om overseas c
ompanies are sho
wn gros
s of any non-r
ecover
able withholding tax
es which are disclosed separ
ately in the St
atement
of Compr
ehensive Income.
Fixed r
eturns on non-equity shares and debt securities (including pr
eferenc
e shares) ar
e rec
ognised on a time apportioned basis so as to r
eflect
the effective int
eres
t rate on those instruments. Other r
eturns on non-equity shares ar
e recognised when the right t
o the return is es
tablished.
Wher
e the Company has elected t
o rec
eive its dividends in the form of additional shar
es rather than cash, an amount equal to the cash dividend is
r
ecognised as income. Any e
xces
s in the value of the shares r
eceived over the amount of the cash dividend is r
ecognised in the capital r
eserve.
42
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2022
Financial Statements
Notes to the Financial Statements
(e) Expenses, including finance char
ges
All expenses ar
e accounted f
or on an accruals basis. Expenses ar
e charged thr
ough the re
venue account e
xcept as foll
ows:
expenses which ar
e incidental to the acquisition of an investment ar
e char
ged to the capital ac
count;
expenses which ar
e incidental to the disposal of an investment char
ged to the capital ac
count;
the Company charges 25% of inves
tment management fees and inter
est costs to c
apital, in line with the Boar
d’
s expected long term r
eturn
in the form of capit
al gains and income r
espectively fr
om the investment portf
olio of the Company
. For further details r
efer to notes 3 and 5;
and
expenses incurr
ed in connection with the maintenance or enhanc
ement of the value of the investments or f
or the long term benefit of the
Company ar
e charged t
o capital.
(f) F
or
eign curr
encies
T
ransactions denominated in for
eign currencies ar
e r
ecor
ded in the functional curr
ency at actual exchange r
ates at the date of the transaction.
Monetary assets and liabilities denominat
ed in for
eign curr
encies at the period end are r
eported in sterling at the rates of e
xchange pre
vailing at
the period end. Exchange gains and l
osses on inves
tments held at fair value thr
ough profit or l
oss ar
e included in ‘Gains or los
ses on investments
held at fair value thr
ough profit or l
oss
’. Exchange gains and los
ses on other balances ar
e disclosed separatel
y in the Statement of Compr
ehensive
Income.
(g) Reserves
(a)
Capital r
eserve. Foll
owing a change in Jersey Company law effective 27
June 2008, dividends can be paid out of any capital acc
ount of the
Company subject to certain sol
vency r
estrictions. It is the Company’
s policy however to ac
count for r
evenue items and pay dividends thr
ough
a separate r
evenue reserv
e. The foll
owing ar
e accounted f
or in the capital reserv
e:
gains and los
ses on the r
ealisation of investments;
r
ealised and unr
ealised exchange diff
erences of a capit
al nature;
expenses and financ
e costs char
ged in accor
dance with the policies abov
e; and
incr
eases and decr
eases in the valuation of investments held at the period end.
(b)
Special distributabl
e reserve. This r
eserve is treated as dis
tributable pr
ofits available to be used f
or all purposes permitted by Jersey company
law including the buying back of or
dinary shares, the payment of dividends (see not
e 7) and the payment of preliminary e
xpenses.
(c)
Revenue r
eserve. The net pr
ofit/(los
s) and total compr
ehensive income/(los
s) arising in the r
evenue column of the St
atement of Compr
ehensive
Income is added to or deducted fr
om this reserv
e and is available f
or paying dividends.
(h) Shar
e capital
Ordinary shar
es
The Company’
s ordinary shar
es are classified as equity based on the subs
tance of the c
ontractual arrangements and in acc
or
dance with the definition
of equity instruments under IAS 32. The pr
oceeds from the is
sue of or
dinary shares ar
e rec
ognised in the Statement of Changes in Equity
, net of
issue cos
ts.
T
reasury shar
es
When the Company pur
chases its ordinary shar
es to be held in treasury
, the amount of the consideration paid, which includes dir
ectly attributabl
e
costs is r
ecognised as a deduction fr
om the stated capit
al account. When these shar
es are sold subsequentl
y
, the amount r
eceived is r
ecognised
as an incr
ease in equity
, and the resulting surplus or deficit on the tr
ansaction is transferr
ed to or from the s
tated capit
al account.
(i) Segmental information
The Company
, holds a wide variety of diff
erent inv
estments in a wide range of issues l
ocating in differ
ent geographies and operating in diff
erent
sectors. Howe
ver
, resour
ces are all
ocated and the busines
s is managed by the chief operating decision-makers, the dir
ectors, on an aggr
egated
basis. Strategic and financial management decisions ar
e determined centrall
y by the Direct
ors and, on this basis, the Company operates as a
single inv
estment management business and no segmental r
eporting is provided.
2 Income
2022
£’000
2021
£’000
Income from investments
*
Dividend income
3,684
2,934
Interest on fixed income securities
18,678
18,217
Total income
22,362
21,151
* All investment inc
ome arises on financial assets valued at f
air value thr
ough pr
ofit or loss.
† Fixed inc
ome securities include fixed and fl
oating rate securities, conv
ertible securities and pr
eferenc
e shar
es.
43
ANNUAL REPORT 30 JUNE 2022
CQS NEW CITY HIGH YIELD FUND LIMITED
Notes to the Financial Statements
Financial Statements
3
Investment management f
ee
2022
Revenue
£’000
2022
Capital
£’000
2022
Total
£’000
2021
Revenue
£’000
2021
Capital
£’000
2021
Total
£’000
Investment management fee
1,595
531
2,126
1,456
485
1,941
The Company’
s investment manager is CQS (UK) LLP (“CQS”).
As per the Investment Management Agr
eement dated 18 September 2019, the management fee is char
ged at a rate of 0.80% per annum on the
Company’
s total assets (being tot
al assets les
s current liabilities (other than bank borr
owings and ignoring any taxation which is or may be payabl
e
by the Company)) up to £200 million, 0.70% per annum of total as
sets in ex
cess of £200 million and up t
o and including £300 million and 0.60%
per annum ther
eafter
. The management fee is paid monthly in arr
ears.
The contract between the Company and CQS (UK) LLP may be t
erminated by either party giving not les
s than 12 months’ notic
e of termination.
During the year ended 30 June 2022, inves
tment management fees of £2,126,000 wer
e incurred (year ended 30
June 2021: £1,941,000), of which
£173,000 was payabl
e at the period end (year ended 30 June 2021: £168,000). Investment management f
ees have been allocated 75% to r
evenue
and 25% to capital.
4
Other Expenses
2022
Revenue
£’000
2022
Capital
£’000
2022
Total
£’000
2021
Revenue
£’000
2021
Capital
£’000
2021
Total
£’000
Secretarial and administration fees
207
207
202
202
Directors’ fees
169
169
157
157
Auditors’ remuneration for:
– audit services
48
48
40
40
Broker fees
30
30
30
30
Printing
8
8
20
20
Bank and custody charges
110
110
84
84
Registrars’ fees
37
37
34
34
Depositary fees
45
45
45
45
Legal and professional fees
40
40
43
43
Other
78
75
153
145
14
159
772
75
847
800
14
814
Direct
ors’ f
ees
On 3 June 2021, the Board appr
oved an increased l
evel of r
emuneration for the Dir
ectors from £156,500 (Chair: £40,000; Audit Chair: £34,000 and
other dir
ectors: £27,500) to £169,000 with annual eff
ect from 1 Jul
y 2021 as follows:
Chair £42,500
Audit Chair
£36,500
Other £30,000
Dir
ectors
’ fees of £7,500 wer
e accrued as at 30 June 2022.
Further det
ails are pr
ovided in the Dir
ectors
’ Remuneration Report on page 30.
No pension contributions wer
e payable in r
espect of any of the Directors and the Company does not hav
e any employ
ees.
Non-audit fees paid to the auditor
Ther
e were no non-audit f
ees paid to the auditor during the year ended 30 June 2022 (year ended 30 June 2021: £nil).
44
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2022
Financial Statements
Notes to the Financial Statements
5
Inter
est expense
2022
Revenue
£’000
2022
Capital
£’000
2022
Total
£’000
2021
Revenue
£’000
2021
Capital
£’000
2021
Total
£’000
Interest expense
456
152
608
326
107
433
Inter
est expense and similar char
ges have been allocat
ed 25% to capital and 75% to r
evenue as explained in note 1(e).
6 T
axation
The taxation char
ge for the year is c
omprised of:
2022
Revenue
£’000
2022
Capital
£’000
2022
Total
£’000
2021
Revenue
£’000
2021
Capital
£’000
2021
Total
£’000
Irrecoverable withholding tax suffered
377
377
267
267
The taxation on pr
ofit differs fr
om the theoretic
al expense that would appl
y on the Company’
s profit bef
ore t
axation using the applicable t
ax rate
in Jersey of 0% (2021: 0%) as f
ollows:
2022
£’000
2021
£’000
Profit on ordinary activities before taxation
4,384
41,840
Theoretical tax expense at 0% (2021: 0%)
Effects of:
Foreign withholding tax
377
267
Current year revenue tax charge
377
267
7 Dividends
2022
£’000
2021
£’000
Amounts recognised as distributions to equity holders in the year:
Dividends in respect of the year ended 30 June 2021
– Fourth interim dividend of 1.47p (2020: 1.46p) per ordinary share
6,557
6,319
Dividends in respect of the year ended 30 June 2022
– First interim dividend of 1.00p (2021: 1.00p) per ordinary share
4,552
4,359
– Second interim dividend of 1.00p (2021: 1.00p) per ordinary share
4,636
4,383
– Third interim dividend of 1.00p (2021: 1.00p) per ordinary share
4,687
4,392
20,432
19,453
A fourth interim dividend in r
espect of the year ended 30 June 2022 of 1.48p per or
dinary share was paid on 26
August 2022 to Shar
eholders on
the r
egister on 29 Jul
y 2022, having an ex-dividend date of 28 Jul
y 2022.
In accor
dance with IFRS, dividends paid to the Company’
s Shareholder
s ar
e rec
ognised when they become pay
able on the ex-dividend dat
e,
consequentl
y the fourth interim dividend has not been included as a liability in these Financial Stat
ements and will be rec
ognised in the period in
which it becomes payabl
e.
45
ANNUAL REPORT 30 JUNE 2022
CQS NEW CITY HIGH YIELD FUND LIMITED
Notes to the Financial Statements
Financial Statements
8
Basic and diluted earnings per Or
dinary Shar
e
2022
Revenue
pence
2022
Capital
pence
2022
Total
pence
2021
Revenue
pence
2021
Capital
pence
2021
Total
pence
Basic and diluted earnings/(loss) per ordinary share
4.16p
(3.29p)
0.87p
4.18p
5.32p
9.50p
The r
evenue earnings per or
dinary share is based on the net pr
ofit after taxation of £19,163,000 (year ended 30
June 2021: £18,302,000) and the
capital r
eturn per ordinary shar
e is based on a net capital loss of £15,156,000 (y
ear ended 30 June 2021: net capital gain of £23,271,000). Both the
r
evenue and capit
al earnings per ordinary shar
e is based on a weighted average of 460,845,694 (year ended 30
June 2021: 437,519,666) ordinary
shar
es in issue thr
oughout the year
.
T
otal earnings per or
dinary shar
e refl
ects both revenue earnings and c
apital r
eturns per or
dinary share. The Company has not is
sued any
instruments that could pot
entially dilute basic earnings per or
dinary share in the futur
e. Therefor
e, the Company’
s basic earnings per or
dinary
shar
e is equivalent t
o its diluted earnings per or
dinary share.
Ther
e have been no transactions invol
ving the Company’
s ordinary shar
es between 1 Jul
y 2022 and 15 September 2022 other than those disclosed
in note 24, which wer
e issued at a premium to the 30 June 2022 NA
V
.
9
Financial assets designated at f
air value thr
ough pr
ofit or loss
All financial assets ar
e valued at fair value thr
ough profit or los
s. Gains or los
ses arising from changes in the f
air value of investments ar
e included
in the Statement of Compr
ehensive Income.
2022
£’000
2021
£’000
Equity shares
49,687
39,090
Fixed income securities
*
213,706
218,377
263,393
257,467
* Fixed inc
ome securities include fixed and fl
oating rate securities, conv
ertible securities and pr
eferenc
e shar
es.
2022
£’000
2021
£’000
Opening valuation
257,467
230,741
Purchases at cost
106,064
80,009
Sales proceeds
(85,833)
(77,428)
Realised gains/(losses) on sales
3,631
(11,575)
Effective interest adjustment
154
232
Unrealised (losses)/gains
(18,090)
35,488
Closing valuation
263,393
257,467
Losses on investments
2022
£’000
2021
£’000
Realised gains/(losses)
1
3,631
(11,575)
Unrealised (losses)/gains
2
(18,090)
35,488
Gains/(losses) on investments
(14,459)
23,913
1
Realised gains/(los
ses) on financial assets designated at f
air value thr
ough profit or l
oss is made up of gains of £5,680,000 (2021: 2,755,000) and
los
ses of £2,049,000 (2021: 14,330,000).
2
Unr
ealised (losses)/gains on financial as
sets designated at fair v
alue through pr
ofit or loss is made up of gains of £14,225,000 (2021: 47,622,000)
and los
ses of £32,315,000 (2021: 12,133,000).
46
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2022
Financial Statements
Notes to the Financial Statements
10
Debtors and Other Rec
eivabl
es
2022
£’000
2021
£’000
Amounts due on new share issuance
275
Accrued income
3,807
3,302
Prepayments and other debtors
12
8
3,819
3,585
11
Bank Loan
2022
£’000
2021
£’000
Bank loan facility – opening balance
33,000
31,000
Drawdowns
2,000
Bank loan facility – closing balance
33,000
33,000
The Company had a short term unsecur
ed loan f
acility of £35 million with Scotiabank Eur
ope Plc (“Scotiabank”) at the start of the y
ear
.
On 17 December 2021, the Company enter
ed into a Seventh Amendment Agr
eement with Scotiabank on the f
ollowing terms:
the committed l
oan facility has been incr
eased to £45 million;
the Agr
eement contains an option to incr
ease the facility by a further £5 million – no commitment f
ees are pay
able on the £5 million until this
option is ex
ercised.
the tenor of the facility w
ould be 2 years fr
om the r
enewal date;
the inter
est on the loan w
ould be a margin of 1.45% p.a plus a dail
y non-cumulative compounded RFR rate.
the commitment fees would be 0.375% p.a on the dail
y Availabl
e Commitment if the utilised Commitment ex
ceeds 50 per cent of the Commitment
and 0.425% on the daily A
vailabl
e Commitment if the utilised Commitment is les
s than or equal to 50 per cent of the Commitment.
As at 30 June 2022, an amount of £33 million (30 June 2021: £33 million) was drawn down fr
om the facility
.
The foll
owing ar
e the covenants f
or the facility held as at 30 June 2022:
the borr
ower shall not permit the adjusted as
set cover
age to be les
s than 4 to 1
the borr
ower shall not permit the net asset value t
o be les
s than £95,000,000 at any time
the borr
ower shall maintain an additional adjusted as
set cov
erage of at leas
t 1.5 to 1 at all times
F
or the year ended 30 June 2022 and up until the date of this r
eport, the Company has complied with all covenants of the l
oan facility
.
The bank loan f
acility is a financial liability held at amortised cost.
12
Cr
editors and Other Pay
ables
2022
£’000
2021
£’000
Amounts due to brokers
613
4,980
Interest on bank loan facility
28
16
Other creditors
*
2,570
305
3,211
5,301
* Included in other cr
editors is an amount of £2,196,000 which r
elates to an overpayment of dividend by one of the Company’
s equity investments,
Aggr
egated Micr
o 8PCT 16-171036. The ex
cess dividend was paid back to Aggr
egated Micro 8PC
T 16-171036 on 5 July 2022.
47
ANNUAL REPORT 30 JUNE 2022
CQS NEW CITY HIGH YIELD FUND LIMITED
Notes to the Financial Statements
Financial Statements
13
Stated Capital Ac
count
Authorised
The authorised shar
e capital of the Company is r
epresented by an unlimited number of or
dinary shares of no par value.
Allotted, call
ed up and fully-paid
Number of
ordinary
shares
Amount
received
£’000
Share Issue
Costs
£’000
Share
capital
£’000
Total as at 1 July 2021
445,051,858
203,416
1,000,000 ordinary shares of no par value allotted on 1 July 2021 at 55.30p
1,000,000
553
(4)
549
2,100,000 ordinary shares of no par value allotted on 4 August 2021 at 54.80p
2,100,000
1,151
(9)
1,142
500,000 ordinary shares of no par value allotted on 10 August 2021 at 54.80p
500,000
274
(2)
272
500,000 ordinary shares of no par value allotted on 13 August 2021 at 54.40p
500,000
272
(2)
270
500,000 ordinary shares of no par value allotted on 19 August 2021 at 54.40p
500,000
272
(2)
270
5,500,000 ordinary shares of no par value allotted on 9 September 2021 at 54.90p
5,500,000
3,020
(23)
2,997
1,000,000 ordinary shares of no par value allotted on 1 November 2021 at 55.50p
1,000,000
555
(4)
551
500,000 ordinary shares of no par value allotted on 2 November 2021 at 55.50p
500,000
278
(3)
275
500,000 ordinary shares of no par value allotted on 6 December 2021 at 55.50p
500,000
278
(2)
276
600,000 ordinary shares of no par value allotted on 15 December 2021 at 56.00p
600,000
336
(3)
333
1,750,000 ordinary shares of no par value allotted on 23 December 2021 at 55.90p
1,750,000
978
(7)
971
1,400,000 ordinary shares of no par value allotted on 24 December 2021 at 55.90p
1,400,000
783
(6)
777
2,750,000 ordinary shares of no par value allotted on 29 December 2021 at 55.90p
2,750,000
1,537
(11)
1,526
1,100,000 ordinary shares of no par value allotted on 1 February 2022 at 55.50p
1,100,000
611
(6)
605
900,000 ordinary shares of no par value allotted on 11 February 2022 at 55.30p
900,000
498
(4)
494
850,000 ordinary shares of no par value allotted on 21 February 2022 at 55.60p
850,000
473
(3)
470
650,000 ordinary shares of no par value allotted on 22 February 2022 at 55.40p
650,000
360
(3)
357
650,000 ordinary shares of no par value allotted on 23 February 2022 at 55.40p
650,000
360
(3)
357
500,000 ordinary shares of no par value allotted on 15 March 2022 at 53.40p
500,000
267
(2)
265
400,000 ordinary shares of no par value allotted on 24 March 2022 at 53.60p
400,000
214
(2)
212
2,250,000 ordinary shares of no par value allotted on 4 May 2022 at 54.70p
2,250,000
1,231
(8)
1,223
500,000 ordinary shares of no par value allotted on 16 May 2022 at 53.80p
500,000
269
(2)
267
500,000 ordinary shares of no par value allotted on 27 May 2022 at 53.90p
500,000
267
(2)
265
1,000,000 ordinary shares of no par value allotted on 31 May 2022 at 53.80p
1,000,000
538
(4)
534
600,000 ordinary shares of no par value allotted on 6 June 2022 at 53.80p
600,000
323
(2)
321
600,000 ordinary shares of no par value allotted on 15 June 2022 at 54.00p
600,000
324
(2)
322
1,500,000 ordinary shares of no par value allotted on 21 June 2022 at 53.60p
1,500,000
804
(5)
799
1,000,000 ordinary shares of no par value allotted on 22 June 2022 at 53.80p
1,000,000
537
(4)
533
Total as at 30 June 2022
476,651,858
17,363
(130)
220,649
The balance of shar
es left in T
reasury at the year-end was nil (2021: nil shar
es).
On 13 Jul
y 2022, a block listing f
acility for 45,600,000 new shares was appr
oved by the UK Listing Authority
. This facility is used for the purposes
of satisfying market demand.
Since 30 June 2022, a further 4,350,000 or
dinary shares have been is
sued for consider
ation of £2,273,000.
Because the criteria in paragr
aphs 16c and 16d of IAS 32 Financial Instruments: Pr
esentation have been met, the stated c
apital of the Company
is classified as equity ev
en though there is an annual c
ontinuation vote.
Or
dinary shares is
sued ar
e accounted f
or based on the associated trade date.
14 Reserves
The capital of the Company is managed in ac
cor
dance with its inves
tment policy
, in pursuit of its investment objectiv
e, which is detailed on page 13.
On 24 May 2007, the Royal Court of the Island of Jer
sey confirmed that the amount st
anding to the cr
edit of the Company’
s stated capital ac
count
be r
educed by 75% and was used to cr
eate the special distributable r
eserve in the Company’
s accounts. This r
eserve is tr
eated as distributabl
e
pr
ofits available t
o be used for all purposes permitted by Jerse
y company law including the buying back of or
dinary shares, the payment of dividends
and the payment of pr
eliminary expenses.
Capital management policies and pr
ocedur
es
The Boar
d defines capital as financial r
esources availabl
e to the Company
. The Company’
s capital as at 30 June 2022 c
omprises its stated capit
al,
special distributabl
e r
eserve, capital r
eserve and re
venue r
eserve at a total of £234,986,000 (2021: £234,178,000).
48
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2022
Financial Statements
Notes to the Financial Statements
The Company’
s capital management objectives ar
e:
to ensur
e that the Company will be able to c
ontinue as a going concern; and
to maximise the capital r
eturn to its equity Shareholders thr
ough an appropriate balanc
e of equity capital and debt.
The Boar
d normally seeks to limit gearing to 25% of Shar
eholders
’ funds at any given time. The Board monitor
s and re
views the br
oad structur
e
of the Company’
s capital on an ongoing basis. This r
eview includes the natur
e and planned level of gearing, which tak
es account of the Inv
estment
Manager’
s views on the market, and the ext
ent to which r
evenue in ex
cess of that which is r
equired t
o be distributed should be r
etained. The Company
has no externall
y imposed capital requir
ements.
The capital of the Company is managed in ac
cor
dance with its inves
tment policy detailed in the Str
ategic Review on page 13.
15
Net Asset V
alue per Ordinary Shar
e
The net asset value per or
dinary share and the net as
set value attributabl
e to the or
dinary shares
at the year-end cal
culated in acc
ordanc
e with
their entitlements in the Articl
es of Association were as f
ollows:
2022
2021
Net Asset Value (£'000)
234,986
234,178
Net Asset per ordinary share (pence)
49.30p
52.62p
NA
V per ordinary shar
e has been calculat
ed based on the share c
apital in issue as at year end.
The issued shar
e capital as at 30
June 2022
comprised of 476,651,858 or
dinary shares (30 June 2021: 445,051,858).
16
Financial Instruments
The Company’
s financial instruments comprise its investment portf
olio, cash balances, bank loan and debtor
s and credit
ors that arise dir
ectly fr
om
its operations. As an investment c
ompany
, the Company holds a portfolio of financial assets and financial liabilities in pursuit of its inves
tment
objective. The Company uses fl
exibl
e borrowings f
or short term purposes, and to seek to enhance the r
eturns to Shareholders, when c
onsidered
appr
opriate by the Investment Manager
.
Financial assets designated at f
air value through pr
ofit or loss (see note 9) ar
e held at fair value. F
or listed securities trading activel
y
, fair value is
consider
ed to be equivalent to the mos
t available r
ecent bid price. Wher
e listed securities are not tr
ading actively
, independent brok
er quotes are
r
efer
enced to estimate fair v
alue. F
or unlisted securities, fair v
alue is determined by the Boar
d using valuation techniques based on unobservabl
e
inputs, mainly using br
oker quotes. The fair v
alue of other rec
eivables, cash and cash equiv
alents and other pay
ables is r
epresented by their
carrying value in the Stat
ement of Financial Position shown on page 37. These are short term financial as
sets and liabilities whose carrying value
appr
oximate f
air value.
The main risks that the Company fac
es arising from its financial ins
truments are:
(i)
market price risk, being the risk that the f
air value or futur
e cash fl
ows of a financial instrument will fluctuate because of changes in mark
et
prices and comprises curr
ency risk, interes
t rate risk and other pric
e risk;
(ii)
inter
est rate risk, being the risk that the futur
e cash flows of a financial ins
trument will fluctuate because of changes in market int
eres
t rates;
(iii)
f
or
eign currency risk, being the risk that the v
alue of investment holdings, inves
tment purchases, inv
estment sales and inc
ome will fluctuate
because of mov
ements in currency e
xchange rat
es;
(iv)
credit risk, being the risk that a counterparty t
o a financial instrument will fail t
o discharge an obligation or c
ommitment that it has enter
ed
into with the Company; and
(v)
liquidity risk, being the risk that the bank may demand repayment of the l
oan and/or that the Company may not be able to liquidat
e quickly its
investments.
The Company held the foll
owing categories of financial ins
truments as at 30 June 2022 all of which are held at amortised c
ost, other than financial
assets designated at f
air value thr
ough profit or los
s, which are held at f
air value. The Director
s are of the opinion that f
or the financial instruments
held at amortised cost, the c
arrying value appr
oximates their f
air value.
49
ANNUAL REPORT 30 JUNE 2022
CQS NEW CITY HIGH YIELD FUND LIMITED
Notes to the Financial Statements
Financial Statements
2022
£’000
2021
£’000
Financial assets
Financial assets designated at fair value through profit or loss
263,393
257,467
Cash and cash equivalents
3,985
11,427
Amounts due on new share issuance
275
Accrued income
3,807
3,302
Financial liabilities
Amount due to brokers
613
4,980
Bank loan
33,000
33,000
Interest on bank loan facility
28
16
Other creditors
2,570
305
17
Market Pric
e Risk
Market pric
e risk (including other price risk) arises mainl
y from unc
ertainty about futur
e prices of financial instruments held. It r
epresents the
potential los
s the Company might suffer thr
ough holding market positions in the fac
e of price movements. T
o mitigate the risk the Boar
d’
s
investment str
ategy is to sel
ect investments f
or their fundamental value. Stock sel
ection is therefor
e based on disciplined accounting, market a
nd
sector analysis, with the emphasis on l
ong term investments. An appr
opriate spr
ead of investments is held in the portf
olio in order t
o reduc
e both
the statistic
al risk and the risk arising fr
om factors specific t
o a country or sector
. The Investment Manager activel
y monitors mark
et prices
thr
oughout the year and r
eports to the Boar
d, which meets regularl
y in order to c
onsider investment strat
egy
.
Investment and portf
olio performance ar
e discussed in the Investment Manager’
s Review and further information on the investment portf
olio is
set out on pages 7 to 8. These pages do not form part of the audit
ed Financial Statements.
If the investment portf
olio valuation fell 7.5% at 30
June 2022, the impact on the pr
ofit or loss and the net as
set value would have been negative
£19.8 million (2021: a fall of 7.5% would hav
e impacted the pr
ofit or loss and the net as
set value by negative £19.4 million). Due to the eff
ect of
gearing, the impact on the net asset value per or
dinary share would hav
e been a decrease of 8.4% (2021: decr
ease of 8.3%). If the investment
portfolio valuation r
ose by the same amount, the effect would have been equal and opposite. The c
alculations ar
e based on the portfolio valuation
at the Statement of Financial Position dat
e and is not repr
esentative of the period as a whole, and may not be r
eflective of futur
e market conditions.
The Dir
ectors believe 7.5% is a r
elev
ant perc
entage based on average mark
et volatility in recent y
ears.
18
Inter
est Rate Risk
The Company’
s financial assets and liabilities, with the ex
ception of cash and c
ash equivalents (see bel
ow), that are subject to inter
est rate risk
ar
e detailed bel
ow.
2022
£’000
2022
Weighted
average
interest
rate
(%)
2022
Weighted
average
period for
which the
rate is fixed
(years)
2021
£’000
2021
Weighted
average
interest
rate
(%)
2021
Weighted
average
period for
which the
rate is fixed
(years)
Financial assets:
Fixed rate instruments & convertible securities
158,941
7.12
4.31
130,814
7.10
4.31
Floating rate notes
54,531
4.08
n/a
78,591
5.97
n/a
Preference shares
234
11.90
n/a
8,972
11.89
n/a
Financial liabilities:
Bank Loan
33,000
2.64
n/a
33,000
1.43
n/a
50
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2022
Financial Statements
Notes to the Financial Statements
Financial assets
Fixed, fl
oating rate and pr
eferenc
e shar
e yields, and their prices, ar
e determined by market per
ception as to the appr
opriate l
evel of yields given
the economic back
ground. Ke
y determinants include economic gr
owth prospects, inflation, the Go
vernment’
s fiscal position, short term inter
est
rates and international mark
et comparisons. The Investment Manager tak
es all these factors int
o account when making any inv
estment decisions
as well as considering the financial st
anding of the potential invest
ee company
.
Inter
est rates on fix
ed income instruments ar
e fixed at the time of pur
chase, as the fixed c
oupon payments are kno
wn, as are the final r
edemption
pr
oceeds. Consequentially
, if a fixed inc
ome instrument is held until its r
edemption date, the total r
eturn achieved is unalter
ed from its pur
chase
date. Howev
er
, over the lif
e of a fixed inc
ome instrument the market pric
e at any given time will depend on the market envir
onment at that time.
Ther
efor
e, a fixed income instrument sold bef
ore its r
edemption date is likel
y to have a differ
ent price to its pur
chase level and a pr
ofit or loss may
be incurr
ed.
Inter
est rates on fl
oating rate instruments vary thr
oughout the life of the instrument based on mo
vements in the applicabl
e underlying base rate.
Consequentially
, the total r
eturn achieved on these positions changes thr
oughout the life of position. In addition, over the lif
e of the financial
instrument, the market pric
e of such instruments will depend on the market envir
onment at that time. Theref
ore, a floating r
ate instrument sold
befor
e its redemption date is lik
ely to hav
e a differ
ent price to its purchase l
evel and a pr
ofit or loss may be incurr
ed.
Cash and cash equival
ents
When the Company r
etains cash balances the
y ar
e held in floating rate
deposit accounts. As at 30 June 2022, c
ash and cash equival
ents included
cash amount of £4,088,000 held in sterling (2021: £10,335,000) and an immat
erial amount of cash over
draft of £103,000 in a range of other curr
encies
(2021: positive cash balanc
e of £1,092,000). The benchmark rate which determines the inter
est payments r
eceived on st
erling inter
est bearing
cash balances is the UK bank base r
ate, which was 1.25% at 30 June 2022 (2021: 0.10%).
Financial liabilities
The Company has borr
owed in sterling at a v
ariable rat
e of inter
est based on the UK bank base rate. If the bank base r
ate incr
eased by 1.00%, the
impact on the net assets would have been a l
oss of £330,000 (2021: £330,000). If the bank base rate had decr
eased by 1.00%, the impact on the
pr
ofit or loss w
ould have been equal and opposite. The cal
culations are based on borr
owings as at the r
espective Statement of Financial Position
dates and ar
e not r
epresent
ative of the year as a whol
e.
The Dir
ectors believe 1.00% is r
elev
ant based on observed inter
est rate adjus
tments in r
ecent years.
At year end, the Company held bank loans of £33 million fr
om Scotiabank, details of which ar
e contained in note 11 on page 46.
19
F
or
eign Curr
ency Risk
The Company invests in o
verseas securities and may hold f
oreign curr
ency cash balances which give rise to curr
ency risks. It is not the Company’
s
policy to hedge this risk on a continuing basis but it may do so fr
om time to time.
F
oreign curr
ency exposur
e at 30 June 2022 was as foll
ows:
2022
Investments
£’000
2022
Cash
£’000
2022
Accrued Income
£’000
2022
Total
£’000
2021
Investments
£’000
2021
Cash
£’000
2021
Accrued Income
£’000
2021
Total
£’000
Euro
31,977
(22)
237
32,192
22,083
817
202
23,102
Australian dollar
191
191
587
2
589
US dollar
61,126
(315)
1,418
63,229
56,403
238
1,310
57,951
Norwegian krone
1,064
15
1,079
1,454
16
34
1,504
Canadian dollar
314
191
505
686
18
4
708
Swedish Krona
4,015
43
38
4,096
1,110
0
5
1,115
99,687
(103)
1,708
101,292
82,323
1,091
1,555
84,969
If the value of sterling had w
eakened against each of the curr
encies in the portfolio by 5% (2021: 5%), the impact on the pr
ofit or loss and the net
asset value would hav
e been positive £5.3 million (2021: positive £4.4 million).
If the value of sterling had s
trengthened by the same amount the impact on the pr
ofit or loss and the net as
set value would have been negativ
e
£4.8 million (2021: negative £3.9 million).
The cal
culations are based on the portf
olio valuation and accrued income balances at the balanc
e sheet date and ar
e not r
epresent
ative of the
period as a whole and may not be r
eflective of futur
e market conditions.
The Dir
ectors believe 5% is r
elev
ant based on the average mark
et volatility in ex
change rates in r
ecent years.
51
ANNUAL REPORT 30 JUNE 2022
CQS NEW CITY HIGH YIELD FUND LIMITED
Notes to the Financial Statements
Financial Statements
20
Cr
edit Risk
Cr
edit risk is the risk that a counterparty to a financial ins
trument will fail to dischar
ge an obligation or commitment that it has enter
ed into with
the Company
. The Investment Manager has in place a monit
oring proc
edur
e in respect of c
ounterparty risk which is r
eviewed on an ongoing basis.
The carrying amounts of financial assets bes
t repr
esents the maximum risk exposur
e at the balance sheet date.
At the r
eporting date, the Company’
s financial assets exposed to cr
edit risk amounted to the foll
owing:
2022
£’000
2021
£’000
Fixed income securities
*
213,706
218,377
Cash and cash equivalents
3,985
11,427
Amounts due on new share issuance
275
Accrued income
3,807
3,302
221,498
233,381
* Fixed inc
ome securities include fixed and fl
oating rate securities, conv
ertible securities and pr
eferenc
e shar
es.
Cr
edit risk on fixed income securities and c
onvertible bonds instruments is c
onsidered t
o be part of market price. The cr
edit ratings for the fix
ed
income securities held by the Company as at 30 June have been lis
ted below:
Rating of fixed income securities
2022
%
2021
%
BB-
5.3
4.0
B+
4.0
2.7
B
4.0
6.7
B-
1.3
2.7
CC
1.3
CCC
2.7
4.0
CCC+
6.7
4.0
CCC-
1.3
1.3
Not rated
73.4
74.6
100.0
100.0
Sour
ce: 2022: S&P, 2021: S&P
The per
centage abov
e repr
esents the value of fixed income securities of £213,706,000 (2021: £218,377,000) included in the St
atement of Financial
Position which ar
e exposed to cr
edit and counterparty risk by cr
edit rating.
Cr
edit risk arising on transactions with br
okers r
elates to transactions awaiting settl
ement. Risk relating t
o unsettled transactions is c
onsider
ed
to be small due to the short settl
ement period invol
ved and the acceptabl
e credit quality of the br
okers used. The Boar
d monitors the quality of
service pr
ovided by the brok
ers used to further mitigate this risk.
The Company’
s cash and most of the assets ar
e held by BNP Paribas Securities Services S.C.A. The Company holds a r
esidual cash balance with
HSBC of £11,000 (2021: £11,000). The rating agency Moody’
s assigns a rating of A1 to HSBC and A2 t
o BNPP
.
Should the cr
edit quality or the financial position of BNPP or HSBC deteriorate significantl
y the Investment Manager will move the cash holdings
to another bank.
Ther
e were no c
ontingencies or guarantees outstanding at the balance sheet date.
52
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2022
Financial Statements
Notes to the Financial Statements
21
Liquidity Risk
Market liquidity risk
The Company’
s financial instruments include investments which ar
e not traded in an organised public mark
et and which generally may be illiquid.
As a r
esult, the Company may not be able to liquidat
e these investments within a short time frame.
The Company’
s listed securities ar
e consider
ed to be r
eadily r
ealisable.
F
unding liquidity risk
The foll
owing ar
e the remaining c
ontractual maturities of financial liabilities at the r
eporting date. The amounts are gr
oss and undiscounted and
include contractual int
eres
t payments.
30 June 2022
Contractual cash flows
Carrying
amount
£000
0-1 year
£000
1-2 years
£000
Bank loan
33,000
(318)
(33,318)
Creditors and other payables
3,211
(3,211)
36,211
(6,388)
(36,177)
30 June 2021
Contractual cash flows
Carrying
amount
£000
0-1 year
£000
1-2 years
£000
Bank loan
33,000
(33,172)
Creditors and other payables
5,301
(5,301)
38,501
(38,473)
The tabl
e above illustrat
es the contractual undisc
ounted cash fl
ows r
elating to the financial liabilities of the Company
.
As disclosed in Note 11, the Company has av
ailed of a secur
ed bank loan facility of £45 million with Sc
otiabank, out of which, £33 million has been
drawn-down and is outst
anding as at 30 June 2022. In addition to this, the Company maintains sufficient cash and r
eadily r
ealisable securities t
o
pay accounts pay
able, ac
crued expenses and any r
epayment on its bank facility
.
The inter
est payments on the bank loan in the t
able abov
e r
eflect mark
et forwar
d interest r
ates availabl
e at the reporting dat
e and these amounts
may change as market inter
est rates change.
The Company’
s liquidity risk is managed on an ongoing basis by the Investment Manager in acc
ordanc
e with policies and pr
ocedur
es in place as
described in the Dir
ectors
’ Report. The Company’
s overall liquidity risks ar
e monitored on a quart
erly basis by the Boar
d.
22
F
air V
alue Hierarchy
International Financial Reporting Standar
d (“IFRS”) 13 Fair V
alue Measurement r
equir
es an analysis of inves
tments valued at fair v
alue based on
the r
eliability and significance of inf
ormation used to measur
e their fair value. The l
evel is determined by the lo
west (that is the l
east r
eliable or
independently observ
able) l
evel of input that is significant t
o the fair value measur
ement for the individual investment in its entir
ety as follows:
Level 1 – inves
tments quoted in an active mark
et;
Level 2 – inves
tments whose fair value is based dir
ectly on observabl
e curr
ent market prices or indir
ectly being derived fr
om market prices;
Level 3 – inves
tments whose fair value is det
ermined using a valuation technique based on assumptions that ar
e not supported by observable
curr
ent market prices or based on observ
able mark
et data.
T
ransfers in and out of the l
evels ar
e deemed to have occurr
ed at the start of the reporting period.
Investments valued using s
tock market activ
e prices ar
e disclosed as Lev
el 1 and this is the case for the quot
ed equity investments that the Company
holds. Securities in Level 2 ar
e priced using evaluated pric
es from a thir
d party vendor
, together with a price c
omparison made to evaluat
ed
secondary and tertiary thir
d party sourc
es, including brok
er quotes and benchmarks. As a result, these inves
tments are discl
osed as Level 2 -
r
ecognising that the fair v
alues of these investments ar
e not as visible as quoted investments and their higher inher
ent pricing risk.
53
ANNUAL REPORT 30 JUNE 2022
CQS NEW CITY HIGH YIELD FUND LIMITED
Notes to the Financial Statements
Financial Statements
Investments included as Lev
el 3 ar
e priced by the investment manager using a v
aluation technique r
eviewed by the Boar
d taking into account,
wher
e appropriat
e, latest dealing prices, br
oker statements, v
aluation information and other r
elevant f
actors.
Financial assets at fair value
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Fixed income securities
*
234
209,627
3,845
213,706
Equity shares
45,195
4,038
454
49,687
As at 30 June 2022
45,429
213,665
4,299
263,393
Financial assets at fair value
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Fixed income securities
*
8,972
208,783
622
218,377
Equity shares
33,578
5,498
14
39,090
As at 30 June 2021
42,550
214,281
636
257,467
* Fixed inc
ome securities include fixed and fl
oating rate securities, conv
ertible securities and pr
eferenc
e shar
es.
T
ransfer
s between le
vel 1 and le
vel 2:
SQN Secur
ed Income F
und Plc £353,000 (2021: £1,283,000) and Cr
oma Security Solutions Gro £625,000 (2021: £700,000) wer
e transferr
ed out of
le
vel 1 to l
evel 2 because the
y wer
e not traded on active markets.
If the market value of the Le
vel 3 investments f
ell by 5% (2021: 5%), the impact on the profit or los
s and the net asset value would hav
e been
negative £0.21 million (2021: negative £0.03 million). If the value of the Le
vel 3 investments r
ose by the same amount, the effect would have been
equal and opposite.
IFRS
13 requir
es disclosur
e, by class of financial instrument, if the eff
ect of changing one or mor
e input to r
easonably pos
sible alternativ
e
assumptions would r
esult in a significant change to the fair value measur
ement. The information used in determination of the f
air value of Level
3 investments is chosen with r
efer
ence to the specific underl
ying circums
tances and position of the inves
tee company
. On that basis the Board
believes that the impact of changing one or mor
e of the inputs to reasonabl
y possibl
e alternative as
sumptions would not change the fair value
significantl
y
. The following sho
ws a rec
onciliation fr
om the beginning to the end of the year for f
air value measurements in Lev
el 3 of the fair value
hierar
chy
.
Level 3 Financial Assets
2022
£’000
2021
£’000
Opening valuation
636
8,864
Additions
374
Sales
(88)
(942)
Unrealised (losses)/gains
(9,954)
9,973
Realised gains/(losses)
198
(10,436)
Transfers out of Level 3
(623)
(7,775)
Transfers into Level 3
13,756
952
Closing valuation
4,299
636
T
ransfer
s in and out of lev
el 3:
Raven Russia 12% 09-31/12/2059 £nil (2021: £8,757,000) and Rav
en Property Gr
oup Ltd £nil (2021: £455,000) were tr
ansferr
ed out of level 1 to
le
vel 3 because they wer
e delisted during the year
.
Matalan Finance 9.5% 18-31/01/2024 £3,845,000 (2021: £4,543,000) was tr
ansferr
ed out of le
vel 2 to l
evel 3 because of the signific
ant impact of
unobservabl
e inputs in determining its fair value as at the y
ear end.
Brighthouse Fin 9% 18-15/05/2023 £nil (2021: £nil) was transf
erred out of l
evel 2 to le
vel 3 because it has been c
ategorized as default/zer
o value
PIK.
REA Holdings plc 7.5% 30/06/2022 £764,000 (2021: £622,000) and Or
o Negro Drilli 7.5% 24/01/2023 £41,000 (2021: £nil) wer
e transferr
ed out of
le
vel 3 to l
evel 2 since the
y have been priced thr
ough brok
er quotes.
54
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2022
Financial Statements
Notes to the Financial Statements
Quantitative inf
ormation of significant unobservabl
e inputs – Level 3
The foll
owing tabl
es summarise the significant unobservabl
e inputs the Company used to value its significant inv
estments categorised within
Level 3 as at 30 June 2022 and 30 June 2021:
30 June 2022
Description
Fair value
as at
30 June 2022
£000
Valuation
technique
Significant
Unobservable
inputs
Range/input
Weighted
Average
Matalan Finance 9.5% 18-31/01/2024
3,845
Vendor Pricing
Unadjusted Broker Quote
1
N/A
R.E.A Holdings Plc CW 15/07/2025
454
Black Scholes model
Volatility
57.1
N/A
Total
4,299
30 June 2021
Description
Fair value
as at
30 June 2021
£000
Valuation
technique
Significant
Unobservable
inputs
Range/input
Weighted
Average
REA Holdings Plc 7.5% 30/06/2022
622
Vendor Pricing
Unadjusted Broker Quote
1
N/A
R.E.A Holdings Plc CW 15/07/2025
14
Black Scholes model
Volatility
57.1
N/A
Total
636
The r
emaining 22 investments (2021: 20) classified as Le
vel 3 have not been included in the abov
e analysis as they hav
e fair value of nil as at
30 June 2022 and 30 June 2021.
23
T
ransaction with the Investment Manager and Related Parties
All transactions with r
elated parties ar
e carried out at an arm’
s length basis.
Ther
e are no tr
ansactions with the Board other than aggr
egated remuner
ation for services as Dir
ectors as disclosed in the Dir
ectors
’ Remuneration
Report on page 30 and as set out in note 4 to the Financial Stat
ements. The beneficial inter
ests of the Dir
ectors in the shar
es of the Company a
re
disclosed on page 20. Ther
e are no outstanding balanc
es to the Directors at the y
ear end.
Details of the fee arr
angement with the Investment Manager ar
e disclosed in note 3.
24
Subsequent Events
The Boar
d has evaluated subsequent ev
ents for the Company thr
ough to 15 September 2022, the date the Financial Statements wer
e availabl
e to
be issued, and has concluded that the mat
erial events list
ed below do not r
equire adjustment of the Financial Stat
ements.
Shar
e Issues
F
ollowing the year end the Company undert
ook further issues of shar
es issuing, in total, an additional 4,350,000 or
dinary shares of no par v
alue
for tot
al consideration of £2,273,000. As at the date of this r
eport, the total number of or
dinary shares by the Company was 481,001,858.
Dividend declaration
The fourth interim dividend of 1.48 penc
e per or
dinary share was announc
ed on 21 Jul
y 2022 and paid on 26 August 2022 to Shar
eholders on the
r
egister on 29 Jul
y 2022, having an ex-dividend date of 28 Jul
y 2022.
Block lis
ting facility
On 13 Jul
y 2022, a block listing f
acility for 45,600,000 new shares was appr
oved by the UK Listing Authority
. This facility is used for the purposes
of satisfying market demand.
55
ANNUAL REPORT 30 JUNE 2022
CQS NEW CITY HIGH YIELD FUND LIMITED
Glos
sary of T
erms and Definitions
Supplemental Information and Annual General Meeting
Suppl
emental Information and Annual Gener
al Meeting
Glos
sary of T
erms and Definitions
AIC Code
Association of Investment Companies Code of Corporate Governance published in February 2019.
Alternative Performance
Measures (“APMs”)
Alternative performance measures are numerical measures of the Company’s current, historical or future
performance, financial position or cash flows, other than financial measures defined or specified in the
applicable financial framework. The Company’s applicable financial framework includes IFRS and the
AIC SORP.
Company
CQS New City High Yield Fund Limited
ESG
Environmental, Social and Governance.
FCA
Financial Conduct Authority.
FRN
Floating Rate Note.
ISAE
International Standard for Assurance Engagements.
Net Asset Value or NAV and
NAV per ordinary share
The value of total assets less total liabilities. Liabilities for this purpose include current and long–term
liabilities. To calculate the net asset value per ordinary share, the net asset value divided by the number of
shares in issue.
PIK
Payment in kind.
Reference rate (RFR)
The SONIA (Sterling Overnight Index Average) reference rate displayed in the relevant screen of any authorised
distributor of that reference rate.
SME
Small and medium–sized enterprises.
United Nations PRI
United Nations Principles for Responsible Investment
56
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2022
Supplemental Inf
ormation and Annual General Meeting
Alternative Perf
ormance Measur
es
In accor
dance with Eur
opean Securities and Markets Authority (“ESMA
”) Guidelines on APMs the Board has c
onsidered what APMs ar
e included
in the Annual Financial Report and Financial Statements which r
equire further clarification.
The Company uses the foll
owing APMs (as described below) t
o present a measur
e of profitability which is aligned with the r
equirements of our
investor
s and potential invest
ors, to draw out meaningful data ar
ound rev
enues and earnings, and to pr
ovide additional information not r
equired
for discl
osure under ac
counting standar
ds:
Net Asset V
alue total return
Or
dinary share pric
e total r
eturn
Revenue earnings per or
dinary share
Annual dividends per or
dinary share
Dividend cov
er
Revenue r
eserve per ordinary shar
e
Dividend yield
Pr
emium
Gearing
Ongoing char
ges ratio
All APMs r
elate to past perf
ormance. The foll
owing tables detail the methodol
ogy of the Company’
s APMs.
NA
V and or
dinary shar
e price total r
eturn
The r
eturn to Shar
eholders is cal
culated on a per or
dinary share basis by adding dividends paid and declar
ed in the period to the incr
ease or decrease
in the shar
e price (bid) or net asset v
alue. The dividends are as
sumed to have been r
einvested in the form of or
dinary shares or net assets.
2022
Annual
dividend per
ordinary
share
NAV
Share
price
(bid)
30 June 2021
4.47p
52.62
54.80
30 June 2022
4.48p
49.30
51.20
Capital return
(6.31%)
(6.57%)
Effect of dividend reinvestment
8.35%
7.78%
Total return
2.04%
1.21%
2021
Annual
dividend per
ordinary
share
NAV
Share
price
(bid)
30 June 2020
4.46p
47.52
47.40
30 June 2021
4.47p
52.62
54.80
Capital return
10.73%
15.61%
Effect of dividend reinvestment
10.65%
10.70%
Total return
21.38%
26.31%
Revenue earnings per or
dinary share
Revenue earnings (which includes dividends paid out during the year) divided by the w
eighted average number of or
dinary shares in issue during
the financial year
.
2022
2021
Revenue earnings
a
£19,164,000
£18,302,000
Weighted average number of ordinary shares in issue
b
460,845,694
437,519,666
Revenue earnings per ordinary share
(a/b)
*
100
4.16p
4.18p
Alternative P
erformanc
e Measur
es
57
ANNUAL REPORT 30 JUNE 2022
CQS NEW CITY HIGH YIELD FUND LIMITED
Alternative Perf
ormance Measur
es
Supplemental Information and Annual Gener
al Meeting
Annual dividend per or
dinary shar
e
The total amount of dividends declar
ed for every issued or
dinary share o
ver the Company’
s financial year
.
Dividend History
Rate
xd date
Record date
Payment date
First interim 2022
1.00p
28 October 2021
29 October 2021
30 November 2021
Second interim 2022
1.00p
27 January 2022
28 January 2022
25 February 2022
Third interim 2022
1.00p
28 April 2022
29 April 2022
27 May 2022
Fourth interim 2022
1.48p
28 July 2022
29 July 2022
26 August 2022
Annual dividend per ordinary share
4.48p
First interim 2021
1.00p
22 October 2020
23 October 2020
30 November 2020
Second interim 2021
1.00p
28 January 2021
29 January 2021
26 February 2021
Third interim 2021
1.00p
29 April 2021
30 April 2021
28 May 2021
Fourth interim 2021
1.47p
29 July 2021
30 July 2021
31 August 2021
Annual dividend per ordinary share
4.47p
Dividend co
ver
Earnings per or
dinary share divided by the annual dividend per or
dinary share e
xpres
sed as a ratio.
2022
2021
Earnings per ordinary share
a
4.16p
4.18p
Annual dividend per ordinary share
b
4.48p
4.47p
Dividend cover
a/b
0.93x
0.94x
Revenue r
eserves per or
dinary shar
e
Revenue r
eserve (which includes dividends paid out during the year) divided by the number of or
dinary shares at the balanc
e sheet date.
2022
2021
Revenue reserve
a
£15,562,000
£16,830,543
Ordinary shares in issue
b
476,651,858
445,051,858
Revenue reserves per ordinary share
(a/b)
*
100
3.26p
3.78p
Dividend yield
The annual dividend per or
dinary share e
xpr
essed as a per
centage of the shar
e price (bid price).
2022
2021
Annual dividend per ordinary share
a
4.48p
4.47p
Share price (bid price)
b
51.20p
54.80p
Dividend yield
a/b
8.75%
8.16%
58
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2022
Supplemental Inf
ormation and Annual General Meeting
Alternative Perf
ormance Measur
es
Pr
emium
The amount by which the market pric
e per ordinary shar
e of an investment company is higher or l
ower than the net asset v
alue per ordinary
shar
e. The discount or pr
emium is expr
essed as a perc
entage of the net asset value per or
dinary share.
2022
2021
Share price (bid price)
a
51.20p
54.80p
NAV per ordinary share
b
49.30p
52.62p
Premium
(a-b)/b
3.86%
4.14%
Gearing
The le
vel of borr
owing that the Company has undertaken. Repr
esented by total assets (being t
otal assets l
ess curr
ent liabilities (excluding
borr
owings)) les
s all cash, expr
essed as a per
centage of Shar
eholders’ funds (being the Net As
set Value of the Company) minus 100.
2022
£’000
2021
£’000
Total assets
271,197
272,479
Current liabilities (excluding borrowings)
(3,211)
(5,301)
Cash and cash equivalents
(3,985)
(11,427)
Total
a
264,001
255,751
Net Asset Value
b
234,980
234,178
Gearing
((a/b)-1)
*
100
12.35%
9.21%
Ongoing char
ges ratio
A measur
e of all operating costs incurr
ed in the reporting period, c
alculated as a per
centage of average net as
sets in that year
. Operating costs
ex
clude costs suff
ered within underl
ying investee funds, costs of buying and selling inv
estments, inter
est costs, taxation and the c
osts of buying
back or issuing or
dinary shares.
2022
£
2021
£
Average NAV
a
239,974,073
214,507,033
Operating expenses per Statement of Comprehensive Income
2,972,763
2,754,644
Ineligible expenses
(124,839)
(64,535)
Operating expenses
b
2,847,924
2,690,109
Ongoing charges figure (calculated using the AIC methodology)
b/a
1.19%
1.25%
59
ANNUAL REPORT 30 JUNE 2022
CQS NEW CITY HIGH YIELD FUND LIMITED
Explanation of Annual General Meeting r
esolutions
Supplemental Information and Annual Gener
al Meeting
Explanation of Annual General Meeting r
esolutions
Resolution 1: Annual Financial Statements and Dir
ectors’ and Auditor’
s Reports
The Dir
ectors ar
e r
equired t
o lay befor
e the AGM copies of the Company’
s most rec
ent Annual Financial Statements and the Dir
ectors
’ Report and
Auditor’
s Report in respect of the financial y
ear
. Shar
eholders will be given an opportunity at the meeting to ask ques
tions on these items befor
e
being invited to r
eceive them.
Resolution 2: Remuneration Report
As a Jersey domicil
ed Company
, the Directors ar
e not requir
ed to present the Company’
s r
emuneration policy to shar
eholders at the AGM. In line
with best practic
e, however
, the Direct
ors pr
esent the Board’
s remuneration r
eport as contained in the Company’
s Annual Financial Statements
to shar
eholders for appr
oval.
Resolution 3: Dividend Policy
T
o appr
ove the Company’
s dividend policy as detailed on page 20.
Resolutions 4 to 8: Re-el
ection, and appointment of Dir
ectors
In accor
dance with the r
ecommendations of the AIC Code of Corporate Go
vernance (the “
AIC Code”), all Director
s submit themsel
ves for annual
r
e-election at the AGM.
Resolution 9: Re-appointment and r
emuneration of the Auditor
Shar
eholders ar
e reques
ted to appr
ove the reappointment of the Company’
s Auditor
, KPMG Channel Islands Limited, each year and ar
e asked to
give Dir
ectors the authority to det
ermine the Auditor’
s remuneration. KPMG Channel Islands Limit
ed has expr
essed its willingness to continue as
Auditor of the Company
.
Resolution 10:Continuation V
ote
In accor
dance with the Articles of As
sociation this r
esolution proposes t
o continue the Company as an investment c
ompany
. In the event that the
r
esolution is not passed the Boar
d would put forwar
d further proposals at an e
xtraor
dinary general meeting to liquidate or r
econstruct the
Company
.
Resolution 11: Dir
ectors
’ Authority to Allot Shar
es
Under the Articles the Dir
ectors ar
e requir
ed to seek a disapplication of pr
e-emption rights fr
om shareholder
s befor
e issuing new shares on a non
pr
e-emptive basis. In or
der to continue with its pr
ogramme of new share is
sues, your Boar
d is ther
efor
e also proposing that the annual
disapplication of pr
eemption rights authority is given to the Director
s so that they may continue to is
sue shares as and when appr
opriate is
r
enewed. Acc
ordingl
y
, Resolution 11 proposes a r
enewal of the disapplication of the pr
e-emption rights in respect of 10% of the or
dinary shares
in issue, set to e
xpir
e on the earlier of eighteen months fr
om the date of the r
esolution or at the conclusion of the Annual General Meeting to be
held in 2023.
New or
dinary shares will not be is
sued at a price less than the pr
evailing net asset v
alue per ordinary shar
e, after taking into acc
ount any costs
incurr
ed by the Company in connection with such issue. Any is
sues of new or
dinary shares will be c
arried out in accor
dance with the Listing Rul
es.
Resolution 12: Dir
ectors
’ Authority to Buy Back Shar
es
The curr
ent authority of the Company to make pur
chases of up to appro
ximately 14.99% of its is
sued capital expir
es at the end of the Annual
General Meeting and Resolution 12 seeks r
enewal of such authority until the next Annual Gener
al Meeting (or the expiry of fifteen months fr
om
the date of the passing of the r
esolution, if earlier). The maximum and minimum prices to be paid for shar
es are set out in Resolution 12. This
power will be ex
ercised only if, in the opinion of the Dir
ectors, a r
epurchase w
ould result in an incr
ease in net asset value per or
dinary share and
would be in the best inter
ests of shareholder
s as a whole. Any shar
es purchased under this authority will either be held in tr
easury or cancell
ed.
60
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2022
Supplemental Inf
ormation and Annual General Meeting
Notice of Annual General Meeting
Notic
e of Annual General Meeting
Notice is her
eby given that the fifteenth Annual General Meeting of
CQS New City High Yield F
und Limited will be held at 11.00 a.m. at
IFC1, The Esplanade, St. Helier
, Jersey
, JE1 4BP on 1 Dec
ember 2022
for the f
ollowing purposes:
T
o consider and, if thought fit, pass r
esolutions 1 to 10 as or
dinary
r
esolutions and resolutions 11 and 12 as special r
esolutions:
Or
dinary Business
1.
T
o rec
eive the Annual Financial Statements of the Company
and
the reports of the Dir
ectors and Auditor for the y
ear ended
30 June 2022.
2.
T
o appro
ve the Dir
ectors
’ Remuneration Report for the year ended
30 June 2022.
3.
T
o appro
ve the Company’
s Dividend Policy
.
4.
That Caroline Hit
ch be re-el
ected as a Director of the Company
.
5.
That Duncan Baxter be r
e-elect
ed as a Direct
or of the Company
.
6.
That Wendy Dorman be r
e-elected as a Dir
ector of the Company
.
7.
That John Newlands be re-el
ected as a Director of the Company
.
8.
That Ian Cadby be re-el
ected as a Director of the Company
.
9.
T
o re-appoint KPMG Channel Islands Limit
ed as Independent
Auditor and that the Dir
ectors be authorised to det
ermine
their r
emuneration.
10.
That, pursuant to Articl
e 164 of the Company’
s Articles of Association,
the Company shall continue as an inves
tment Company until the
conclusion of the next Annual Gener
al Meeting of the Company
.
Special Business
11.
That, the Company be authorised to issue equity securities f
or cash,
including by way of a sale of or
dinary shares held by the Company
as tr
easury shares, in such amount as r
epresents up to 10% of the
Company’
s issued shar
e capital as at the date of the pas
sing of this
r
esolution, pro
vided that such authorisation shall expir
e (unles
s
and to the ext
ent pre
viously r
evoked, varied or r
enewed by the
Company in general meeting by Or
dinary Resolution) at the earlier
of the conclusion of the annual general meeting of the Company t
o
be held in 2022 or eighteen months fr
om the date of this r
esolution
but so that this power shall enabl
e the Company to make off
ers or
agr
eements befor
e such expiry which would or might requir
e
equity securities to be issued aft
er such expiry and the dir
ectors of
the Company may issue equity securities in pursuanc
e of any such
offer or agr
eement as if such expiry had not occurr
ed.
12.
That, pursuant to Articl
e 57 of the Companies (Jersey) Law 1991,
the Company be generall
y and unconditionally authorised t
o make
one or mor
e market pur
chases of ordinary shar
es of no par value
in the capital of the Company (or
dinary shares) pr
ovided that:
(i)
the maximum aggregat
e number of ordinary shar
es
authorised to be pur
chased shall be equal to 14.99% of the
total is
sued share c
apital of the Company on the date at which
the r
esolution is passed;
(ii)
the minimum price which may be paid for an or
dinary share is
1p;
(iii)
the maximum pric
e which may be paid for an or
dinary share is
an amount equal to the higher of:
(a)
105% of the aver
age of the middle mark
et quotations for
an or
dinary share as deriv
ed from the Dail
y Official List of
the London Stock Exchange f
or the five business days
immediately pr
eceding the day on which the or
dinary
shar
e is purchased; and
(b)
the higher of (1) the price of the last independent tr
ade in
or
dinary shares and (2) the highes
t current independent
bid for or
dinary shares on the London Stock Ex
change’
s
Main Market;
(iv)
any ordinary shar
es to be pur
chased may be cancell
ed or held
as tr
easury shares in ac
cor
dance with the Companies (Jersey)
Law, 1991, pr
ovided that the Company shall not hold as
tr
easury shares mor
e than 10% of the aggregate number of
or
dinary shares in is
sue at any one time;
(v)
this authority expires at the c
onclusion of the next Annual
General Meeting of the Company after the pas
sing of this
r
esolution or fifteen months fr
om the date of the passing of
this r
esolution, whichever is earlier;
(vi)
the Company may make a contract to pur
chase ordinary
shar
es under this authority befor
e the expiry of the authority
which will or may be ex
ecuted wholly or partl
y after the expiry
of the authority
, and may make a pur
chase of ordinary shar
es
in pursuance of any such c
ontract; and
(vii)
the Dir
ectors pr
ovide a stat
ement of sol
vency in acc
ordanc
e
with Articles 55 and 57 of the Companies (Jer
sey) Law, 1991.
The Company r
equests that any shar
eholders wishing to attend the
Annual General Meeting to advise the Company Secr
etary by email or
in writing as detail
ed in note 3 below
.
By Order of the Boar
d
BNP Paribas Securities Services
Company Secr
etary
15 September 2022
61
ANNUAL REPORT 30 JUNE 2022
CQS NEW CITY HIGH YIELD FUND LIMITED
Notice of Annual General Meeting
Supplemental Information and Annual General Meeting
Notes:
1.
Information about this meeting is availabl
e from the Company’
s
website;
www
.ncim.co.uk
2.
As a member who is entitled to attend and vote at this meeting y
ou
ar
e entitled to appoint one or mor
e pro
xies to ex
ercise all or any o
f
your rights to attend, speak and v
ote on your behalf
. Such a pro
xy
need not also be a member of the Company
. Y
ou may appoint mor
e
than one pr
oxy pr
ovided each pro
xy is appointed to ex
er
cise rights
attached to diff
erent shar
es. Y
ou may not appoint more than one
pr
oxy to e
xer
cise the rights attached to any one share.
3.
Any shareholder wishing t
o attend the Annual General Meeting
can advise the company of their int
ention to do so by writing to the
Compnay Secr
etary at BNP Paribas, IFC 1, The Esplanade,
St
Helier
, Jersey
, JE1 4BP or by email at
jersey
.bp2s.ncyf.c
osec@
bnpparibas.com
, any attendanc
e at the meeting is subject to the
loc
al COVID-19 r
estrictions in place.
4.
A form of pr
oxy is encl
osed for use at the meeting. T
o be valid,
the pr
oxy car
d and any power of attorney or other authority
, if any
,
under which it is signed, or a certified copy ther
eof must be lodged
with the Company’
s registr
ar
, Computershar
e Investor Services
(Jersey) Limited, c/o The P
avilions, Bridgewater Road, Bristol
BS99 6ZY at leas
t 48 hours befor
e the meeting.
5.
Completion of the pr
oxy car
d will not pr
event a shar
eholder from
attending the meeting and voting in person.
6.
Pursuant to Article 40 of the Companies (Unc
ertificated Securities)
(Jersey) Or
der 1999, the Company has specified that only those
shar
eholders r
egister
ed on the register of member
s of the
Company as at 6.00 pm on 28 November 2022, or in the e
vent that
the meeting is adjourned, on the r
egister of members 48 hours
befor
e the time of the meeting, shall be entitled to attend and vot
e
at the meeting in r
espect of the number of shares r
egister
ed in
their name at that r
elev
ant time. Changes to entries on the r
egister
of members after 6.00 pm on 28
November 2022, or in the event
that the meeting is adjourned to a later time, on the r
egister of
members 48 hours bef
ore the time of any adjourned meeting,
shall be disr
egarded in det
ermining the rights of any person to
attend and vote at the meeting.
Electr
onic receipt of pr
oxies
7.
T
o appoint one or more pr
oxies or give an instruction t
o a pro
xy
(whether pr
eviously appoint
ed or otherwise) via the CREST system,
CREST messages must be r
eceived by the Company’
s agent
(ID
number 3RA50) no later than the 30 No
vember 2022 at 11am.
F
or this purpose, the time of r
eceipt will be tak
en to be the time (as
determined by the timestamp gener
ated by the CREST system)
fr
om which the issuer’
s agent is able to r
etrieve the message.
The
Company may tr
eat as invalid a pr
oxy appointment sent by
CREST in the cir
cumstances set out in Regulation 35(5)(a) of the
Uncertificat
ed Securities Regulations 2001 or the rel
evant
pr
ovisions of the Companies (Uncertificat
ed Securities) (Jersey)
Or
der 1999. Instructions on how to vot
e through CREST c
an be
found on the websit
e
www
.eur
oclear
.com
62
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2022
Supplemental Inf
ormation and Annual General Meeting
Report of the Investment Manager
Report of the Inves
tment Manager r
elating to Matter
s under the
Alternative Inv
estment F
und Managers
’ Dir
ective (unaudited)
Risk management systems
The Company’
s Annual Report and
Pre-inv
estment Discl
osure
Document sets
out
the r
isk
s to w
hic
h the
Com
pan
y is
expos
ed. T
he U
K In
vestm
ent
Mana
ger
emp
loys ri
sk m
anag
eme
nt d
isci
pli
nes
whic
h m
onito
r th
e Company’
s portfolio and to quantify and manage the as
sociated market and
other risks. A permanent independent department has been established by the UK Inves
tment Manager to perform the risk m
ana
gem
ent
fu
nct
ion
.
The
ri
sk
man
age
men
t a
nd
per
f
orm
anc
e ana
lys
is
team (“RMP
A
”) is led by the Chief Risk Officer and is functionall
y and hierarchicall
y separate from
the operating units of the portfolio manager
s of the Company
.
RMP
A is a dedicated contr
ol function over the oper
ating units of the Investment Manager and is not invol
ved in the performance activities of the
Company
. RMP
A has designed, documented and impl
emented effective risk management policies, pr
ocesses and pr
ocedures in or
der to identify
,
quantify
, analyse, monit
or
, r
eport on and manage all
material risks rel
evant to the Company’
s investment strategy
. The
systems include third party
vendor applications such as T
radar
, Sungard F
ront Ar
ena and MSCI Risk Metrics, compl
emented with a number of pr
oprietary applications.
Material changes to information r
equired t
o be made availabl
e to investor
s of the Company
No material changes.
Assets of the Company subject to special arrangements arising fr
om their illiquid nature
Ther
e are no as
sets of the Company which ar
e subject to special arrangements arising fr
om their illiquid natur
e.
Remuneration
The AIFM has adopted a r
emuneration policy which meets the r
equir
ements of the Directiv
e and has been in place for the curr
ent financial year
of the Company
. The variable r
emuneration period of the AIFM ended on 31 December 2021.
The r
emunerati
on pr
ocess is
over
seen by
the r
emuner
ation c
ommittee (c
omprised predominatel
y of
independent non-executiv
e parties). An
internal working gr
oup encompassing senior management is r
esponsible for
g
at
h
er
i
ng
relev
an
t
i
n
fo
rm
a
ti
o
n
(
bo
t
h
q
ua
n
ti
ta
t
iv
e
a
nd
qu
a
li
t
at
i
ve
)
to
evaluate the perf
ormance (both short and long term) of individuals, teams and the AIFM as a whol
e, against external market benchmarks and t
o
utilise this to devel
op proposals for fix
ed and variable r
emuneration for all s
taff
. The remuneration c
ommittee r
eceives these pr
oposals and the
supporting information and is r
esponsible for independentl
y r
eviewing and scrutinising the pr
oposals and evidence pr
ovided in line with the
AIFM’
s stated objectives and dev
eloping its final r
ecommendations for delivery to the go
verning body of the AIFM and other entities associated
with the AIFM.
The variabl
e remuner
ation of all staff in e
xces
s of a thr
eshold, which includes those individuals categorised as r
emuneration code staff (“c
ode
staff”), is subject to the foll
owing:
deferr
ed payment of up to 50% of the variable r
emuneration for a period of 3 years,
deferr
ed remuneration is link
ed to funds managed by the AIFM,
the br
eaching of certain co
venants may l
ead to forf
eiture of def
erred r
emuneration, and
a c
la
w-
ba
ck
provi
si
o
n o
f d
efe
rred
remu
ne
rat
io
n i
n
cer
tai
n circumstanc
es including futur
e performanc
e issues
by the individuals.
The below inf
ormation pr
ovides the total r
emuneration paid by the AIFM (and any delegates) f
or the year ending, December 31, 2021 This has been
pr
esented in line with the information availabl
e to the Company
. There is no all
ocation made by the AIFM to each AIF and as such the disclosur
e
r
eflects the r
emuneration paid to individuals who are partl
y or fully invol
ved in the AIF, as well as staff of any delegat
e to which the firm has
delegat
ed portfolio management and/or risk management r
esponsibilities in r
elation to the AIF
.
Of the total AIFM r
emuneration paid of $92.9m for the year ending December 31, 2021 t
o 248 individuals (full time equivalent), $34.5m has been
paid as fixed r
emuneration determined based upon the FCA guidanc
e with the r
emainder being paid as variable r
emuneration.
The AIFM has asses
sed the members of staff whom it determines t
o be code staff in line with AIFMD as r
eflected in S
YSC 19b.3.4R. Senior
management and staff engaged in the c
ontrol functions ar
e identified based upon their rol
es and r
esponsibilities within the AIFM and the
delegat
es. With respect t
o investment pr
ofessionals, in determining whether such staff ar
e code staff, due c
onsideration is tak
en of the all
oc
ate
d
ca
pit
al an
d tr
adin
g lim
its
that
appl
y to t
he fu
nds m
ana
ged a
nd whether the individuals report into and seek consent for investment decisions from
others who ar
e themselves c
ode staff
. There ar
e 16.6 individuals (full time equivalent) who meet this definition and these individuals have
coll
ectively been c
ompensated $45.1m.
Not all individuals ar
e directl
y remunerated by the AIFM due t
o the structur
e of the AIFM entity
, however in the inter
ests of meeting the underl
ying
r
equirement of this discl
osure all staff inv
olv
ed have been asses
sed as if dir
ectly r
emunerated by the AIFM.
63
ANNUAL REPORT 30 JUNE 2022
CQS NEW CITY HIGH YIELD FUND LIMITED
Report of the Investment Manager
Supplemental Inf
ormation and Annual General Meeting
This page is intentionall
y left blank
64
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2022
Supplemental Inf
ormation and Annual General Meeting
Report of the Investment Manager
This page is intentionall
y left blank
65
ANNUAL REPORT 30 JUNE 2022
CQS NEW CITY HIGH YIELD FUND LIMITED
Corporate Inf
ormation
Supplemental Information and Annual General Meeting
Corporate Inf
ormation
Register
ed Number
95691
Register
ed Office
CQS New City High Yield F
und Limited
IFC1
The Esplanade
St Helier
Jersey JE1 4BP
Dir
ectors
Caroline Hit
ch
(Chair)
Duncan A H Baxter
Ian Cadby
W
endy Dorman
John E Newlands
Investment Manager
CQS (UK) LLP
1 Strand
London
WC2N 5HR
AIFM
CQS (UK) LLP
1 Strand
London
WC2N 5HR
Company Secr
etary and Administrator
Custodian Banker
s and Depositary
BNP Paribas Securities Services S.C.A. Jer
sey Branch
IFC1
The Esplanade
St Helier
Jersey JE1 4BP
Registrar
s
Computershar
e Investor Servic
es (Jersey) Limited
13 Castl
e Street
St. Helier
, Jersey JE1 1ES
Channel Islands
Financial Adviser and Corporate Br
oker
Singer Capital Markets
1 Bartholomew Lane
London
EC2N 2AX
Independent Auditor
KPMG Channel Islands Limited
37 Esplanade
St Helier
Jersey JE4 8WQ
Jersey Legal Advisor
s
Ogier
Ogier House, The Esplanade
St. Helier
Jersey
, JE4 9WG
Channel Islands
UK Legal Advisors
Dentons LLP
One Fleet Plac
e,
London EC4M 7WS
W
ebsite
www.ncim.co.uk
ISIN
JE 00B1LZS514
Shar
eholder Information
Net Asset V
alue/Share Price
The net asset value of the Company’
s ordinary shar
es may be
obtained by contacting CQS on 0207 201 6900 or by email at
clientservice@cqsm.com or alt
ernatively by visiting the Company’
s
web site at
www
.ncim.co.uk
.
CQS
NEW
CITY
HIGH YIELD FUND LIMITED