CQS
NEW
CITY
HIGH YIELD FUND LIMITED
ANNUAL REPORT & FINANCIAL STATEMENTS
30 JUNE 2023
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2023
Purpose and Strategy
The purpose of CQS New City High Yield Fund Limited (the “Company”) is to provide Shareholders with a high gross dividend yield and the
potential for capital growth by mainly investing in high yielding fixed interest securities. To achieve this, the strategy of the Company is to follow
the investment policy outlined on page 13 of this report and to utilise the benefits of being a closed-ended investment vehicle.
Dividends declared in respect of each financial year
3.8
3.9
4
4.1
4.2
4.3
4.4
4.5
4.6
2010/11
2011/12
2012/13
2013/14
2014/15
2015/16
2016/17
2017/18
2018/19
2019/20
2020/21
2021/22
2022/23
Dividend per share (pence)
Source: Bloomberg
NAV total return and share price total return
Share price total return (dividends reinvested)
NAV total return (dividends reinvested)
80
100
120
140
160
180
200
220
240
260
Total return index
June
2010
June
2011
June
2012
June
2013
June
2014
June
2015
June
2016
June
2017
June
2018
June
2019
June
2020
June
2021
June
2022
June
2023
Index restated to 100 from 30 June 2010
Source: BNP Paribas S.A., Jersey Branch
Bloomberg and Morningstar
1
ANNUAL REPORT 30 JUNE 2023
CQS NEW CITY HIGH YIELD FUND LIMITED
CQS New City High Yield Fund Ltd
Contents
Page
Financial Highlights
2
Financial Highlights
Strategic Report
3
Statement from the Chair
4
Investment Manager’s Review
5
Classification of Investment Portfolio
6
Investment Portfolio
8
Ten Largest Holdings
9
Principal Risks and Uncertainties and Risk Mitigation
12
Stakeholders – Section 172 Statement and Principal Decisions
13
Strategic Review
Directors’ Reports and Governance Reports
16
Statement of Directors’ Responsibilities
in respect of the Annual Report and Financial Statements
17
Board of Directors and Investment Manager
20
Directors’ Report
22
The Board and Committees
24
Statement of Compliance with the AIC Code
25
Environmental, Social and Governance (“ESG”) Statement
26
Report of the Audit and Risk Committee
28
Directors’ Remuneration Report
Independent Auditor’s Report
29
Independent Auditor’s Report to the members
of CQS New City High Yield Fund Limited
Financial Statements
34
Statement of Comprehensive Income
35
Statement of Financial Position
36
Statement of Changes in Equity
37
Cash Flow Statement
38
Notes to the Financial Statements
Supplemental Information and
Annual General Meeting
53
Glossary of Terms and Definitions
54
Alternative Performance Measures
57
Explanation of Annual General Meeting resolutions
58
Notice of Annual General Meeting
60
Report of the Investment Manager relating to Matters under the
Alternative Investment Fund Managers’ Directive (unaudited)
63
Corporate Information
2
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2023
Financial Highlights
Financial Highlights
NAV and share price total return
2
12 months to
30 June 2023
12 months to
30 June 2022
NAV
1
2.04%
2.04%
Ordinary share price
(0.68)%
1.21%
Capital values
As at
30 June 2023
As at
30 June 2022
% change
Total assets less current liabilities (with the exception of the bank loan facility)
£275.4m
£268.0m
2.76%
NAV per ordinary share
1
45.83p
49.30p
(7.04)%
Share price (bid)
3
46.60p
51.20p
(8.98)%
Revenue and dividends
12 months to
30 June 2023
12 months to
30 June 2022
% change
Revenue earnings per ordinary share
2
4.51p
4.16p
8.41%
Annual dividends per ordinary share
2
4.49p
4.48p
0.22%
Dividend cover
2
1.00x
0.93x
Revenue reserve per ordinary share (after recognition of annual dividends)
2
3.05p
3.26p
Dividend yield
2
9.64%
8.75%
Premium
2
1.68%
3.86%
Gearing
2
11.81%
12.35%
Ongoing charges ratio
2
1.16%
1.19%
Dividend history
Rate
xd date
Record date
Payment date
First interim 2023
1.00p
27 October 2022
28 October 2022
25 November 2022
Second interim 2023
1.00p
26 January 2023
27 January 2023
28 February 2023
Third interim 2023
1.00p
27 April 2023
28 April 2023
26 May 2023
Fourth interim 2023
1.49p
27 July 2023
28 July 2023
31 August 2023
Annual dividend per ordinary share
4.49p
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
1
The definition of the terms used can be found in the glossary on page 53.
2
A description of the Alternative Performance Measures (“APMs”) used above and information on how they are calculated can be found on pages 54 to 56.
3
Source: Bloomberg
3
ANNUAL REPORT 30 JUNE 2023
CQS NEW CITY HIGH YIELD FUND LIMITED
Statement from the Chair
Strategic Report
Statement from the Chair
Key Points
• NAV total return of 2.04%
• Ordinary share price total return decline of 0.68%
• Dividend yield of 9.64%, based on dividends at an annualised rate of
4.49 pence and a share price of 46.60 pence as at 30 June 2023
• Ordinary share price at a premium of 1.68% at 30 June 2023
• £24,235,000 of equity issued during the year to 30 June 2023
• Dividend cover of 1.00x
Investment and share price performance
The NAV total return of the Company for this financial period was a
positive 2.04% (coincidentally the exact same level as the previous
year), thanks to the dividends paid to Shareholders during the year.
This outcome was despite a difficult background as rising inflation and
interest rates worried investors in the high yield debt markets in which
the Company mainly invests. Many investment trusts, particularly
those with an income focus, were negatively impacted by this
environment with premiums eroded and in many cases, wide discounts
appearing. The Company was not immune and the share price
premium declined but only modestly (from 3.86% at the close of the
last financial year to 1.68% this year) which resulted in a slight fall in
the share price total return of 0.68%. In these circumstances, I believe
this is a commendable outcome, particularly as the Company’s shares
remained on a premium and we were able to continue issuing shares
(see below). I also believe that the Company’s longer term performance
remains strong.
In the early part of the year under review, the UK debt market was
rattled by the short lived “mini budget” which triggered an increase in
UK Gilt yields to levels not seen in 15 years. Although they then fell
back, investor concerns about the UK, particularly stubborn inflationary
pressures, have subsequently pushed yields back up, nearly to the
levels seen at the time of the mini budget. Furthermore, the rapid
demise of Credit Suisse in March was an issue for the portfolio. The
junior debt of Credit Suisse was written down to zero ahead of the
Company’s equity and this unusual turn of events destabilised the
junior debt of banks and financial companies across the UK and Europe
and led to bond prices of these instruments being written down.
Although the Credit Suisse holding was small, the Company has a
material position in other such instruments. The investment manager,
Ian “Franco” Francis, gives more detail in his report and believes that
these junior debt prices will recover. He discusses the financial year in
his review on page 4.
Earnings and dividends
Despite this difficult environment, I am pleased to report that the
Company’s revenue earnings per ordinary share were 4.51 pence for
the year to 30 June 2023, which compares to 4.16 pence earned in the
same period last year. This 8.41% increase was the result of the
Investment Manager being able to take advantage of the decrease in
prices to invest in more quality higher yielding bonds as interest rates
rose. We also saw the repayment of previous arrears by several
positions in the portfolio.
The Board decided to increase this year’s dividend, albeit marginally,
maintaining the Company’s record of annual dividend increases which
has been unbroken since 2007. The Company declared three interim
dividends of 1.00 pence in respect of the period and one interim
dividend of 1.49 pence since the year end. The aggregate payment of
4.49 pence per ordinary share represents a 0.22% increase on the
4.48 pence paid last year. It is pleasing to be able to report that this
year’s total dividend is covered by revenue earnings.
As things stand, the Board intends to follow the same pattern of
dividend payments as declared last year and maintain or slightly
increase the total level of dividends for the year. Based on an annual
rate of 4.49 pence and a share price of 47.40 pence at the time of
writing, this represents a dividend yield of 9.47%. As I stress in every
report, the Board pays great attention to dividend payments as we
understand how much shareholders value this aspect of the Company.
Gearing
The Company has a £45,000,000 loan facility with Scotiabank which is
due to expire in December 2023. Out of this facility, £35,000,000 was
drawn down as at 30 June 2023 and at the time of writing the Company
has an effective gearing rate of 13.45%. As interest rates have risen,
the cost of borrowing to gear has increased. The Board monitors this
on a regular basis to judge whether the benefits of gearing outweigh
these costs. At present, we believe that Shareholders will benefit from
a modest but meaningful amount of gearing (a notable advantage of
closed-ended funds compared to open-ended) and expects to maintain
approximately this level of gearing during the next financial year.
Share issuance
Taking advantage of the premium rating that the market continued to
attach to the Company’s shares, £24,235,000 was raised from new and
existing shareholders during the financial year, with 47,950,000
ordinary shares issued from the block listing facility. Shares were only
issued when the Investment Manager was confident it could invest the
additional funds favourably. As well as a modest increase in NAV from
any issue of shares, the Board believes that over time, existing
Shareholders will benefit from lower ongoing charges and greater
liquidity in the Company’s shares, all other things being equal.
Environmental, Social and Governance
(“ESG”) statement
The Board’s intention is to invest responsibly and to consider the
Company’s broader impact on society and the environment. We believe
the integration of ESG factors in the investment process is consistent
with delivering sustainable attractive returns for Shareholders through
deeper, more informed investment decisions. The Board has reviewed
and agreed the ESG approach adopted by the Company and a summary
of this is set out on page 25.
Outlook
With the majority of UK interest rate increases likely to be behind us
and inflation showing some signs of moderation, the outlook for
Sterling fixed interest securities appears more stable. Nevertheless,
potential for turbulent events in the macro economic and geopolitical
space remains and although the UK has managed to avoid a recession
thus far, concerns linger. In his ‘Outlook’ report, your Investment
Manager provides a bit more detail on what he is particularly watching.
From a revenue perspective the Board maintains a positive outlook,
anticipating strong revenue earnings and the ability to sustain the
relatively high dividend levels appreciated by our shareholders.
Caroline Hitch
Chair
14 September 2023
4
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2023
Strategic Report
Investment Manager’s Review
Investment Manager’s Review
Introduction
All our previously expressed fears about higher inflation and
correspondingly higher interest rates came home to roost over the
course of our last financial year to 30 June 2023. For a high yielding bond
fund, higher interest rates are a mixed blessing. On one hand there are
more opportunities to find quality investments in stocks and sectors that
have previously been too difficult to invest in as yields have been lower.
This has helped the revenue account and we have covered the dividend
this year. On the other hand, higher rates put pressure on the operating
abilities of companies in the portfolio which can lead to problems. We
saw issues in the retail sector with our holding of Matalan Finance 9.5%
18-31/01/2024 and also in the banking sector where the troubles of
Credit Suisse affected the portfolio. More details of that are in the
portfolio review below. The Company raised new monies this year as we
issued shares at a premium.
Proceeds have been invested into a wide
range of sectors and the continuing diverse nature of the portfolio has
meant that the overall NAV total return for the 12 months to 30 June
2023 is a positive one at a modest 2.04%.
Market and economic review
When I wrote the market review for the interim report six months ago,
I noted that the period under review from 30 June 2022 to 31 December
2022 was one which most people would want to forget. The seemingly
unending litany of woe – weak markets, higher inflation, unstable
governments, crippling energy prices and rising interest rates were
but a few of the horror stories we saw during the late Summer and
Autumn of 2022. With a feeling of déjà vu, we have moved six months
further on and it feels hard to be more positive – interest rates have
continued to rise and are probably yet to peak in the UK, US and
Europe. Inflation in the UK is starting to come down with the last
reading at 6.80% but food price inflation remains stubbornly high. The
bright spot in the UK has been the service sector which has seen
consumer spending continue at elevated levels. Despite all the bad
news, we saw some signs of stabilisation towards the end of the year
and the forward-looking stock markets managed to eke out a positive
return for the six months.
The bond markets had a very volatile year. UK 10-year gilts reached a
15 year high at 4.5% at the end of September on the back of former
Prime Minister Liz Truss’s growth plan which proposed billions of
pounds in unfunded tax cuts, shooting up the country’s risk premium.
10-year gilt yields then fell back to 3.7% at the end of December 2022
but have risen over the last six months as stubbornly high inflation and
weak growth have worried international investors. At the time of
writing the UK 10 year gilt yield is at 4.44%. This is an important
measure for the bond market as companies wishing to raise money
have to reference the gilt yield which pushes their interest costs up.
In the US, the economy appears to be proving more resilient to the
effects of inflation. Nevertheless the US Federal Reserve has continued
to raise interest rates to try and tame inflation. Whether this policy will
work remains to be seen.
In Europe, interest rates have risen at a
slower pace as EU policy makers worry about anaemic job growth.
Portfolio and revenue review
During the period from June to December 2022, there were several
bonds called or repaid and we were able to invest the proceeds at
higher coupon rates than we have done previously. Good examples of
this would be the Barclays AT1 (Additional Tier 1 bond) 7.75% being
rolled over into an 8.75% coupon and the Shawbrook Group 7.785%
FRN (Floating Rate Note) being called and replaced with a 12.10%
coupon. We also took the opportunity in September when sterling was
weak to sell some of our US dollar denominated Bombardier 7.5%
2025 bonds and replaced them with more attractive UK and Euro
bonds. The Company still has a meaningful exposure to the US$ with
19.09% of the portfolio investment in that currency and a further
13.79% in the Euro and other currencies.
There were two major disappointments in the portfolio to report.
Firstly, Matalan Finance 9.5% 18-31/01/2024 underwent a refinancing
of its various bonds and equities in early 2023 and unfortunately our
position was reduced to zero. This reduced the NAV by 1.20%. Secondly,
we had a small position in Credit Suisse 31/12/2049 FRN AT1 which
was written to zero in March 2023 following a forced take-over of Credit
Suisse by Union Bank of Switzerland (“UBS”). This affected the NAV by
0.30% but the forced write-down to zero ahead of equity holders was
unprecedented and rocked the bond markets.
AT1 holdings are the
junior debt of banks and financial institutions and are normally ranked
higher than shareholder equity. The AT1 market is spooked at the
possibility of being ranked lower than equity and caused the bond
prices of these instruments to fall sharply. The Company’s portfolio is
exposed to around 18.00% in AT1 holdings in companies such as
Barclays and Deutsche Bank and on average the prices of those
securities have been marked down by between 5.00% and 10.50%. We
believe these positions to be robust and will recover and regulators in
the UK have taken pains to state that the situation that arose in
Switzerland with Credit Suisse would not occur here. We have added to
some of our investments at attractive prices.
New entries into the top 10 this year are Barclays Plc 22-15/12/2170
FRN in the global banking sector and Albion Financing 8.75% 21-
15/04/2027 which is the financing company for Aggreko, a global
provider of power and temperature control solutions.
For the year to 30 June 2023, the revenue account earnings were
4.51 pence compared to 4.16 pence for the same period last year.
Earnings per share have improved as we have invested at slightly
higher yields and received repayment of historic arrears from the REA
preference shares we hold. It is noticeable that as markets settle
around current levels, there are more opportunities to invest,
particularly as UK Gilt yields have elevated which pushes up the
coupons paid by companies when they issue debt instruments priced
at a margin over the relevant UK Gilt. In our regular discussions with
Shareholders, the revenue and dividends are topics of crucial
importance and the ability of any portfolio company to pay its coupon
or expected dividend is one of the major indicators we follow.
Outlook
The economic outlook for the UK will be affected by several factors in
the months ahead. These include any continued rise in interest rates,
how fast inflation continues to fall towards Government targets and
whether the UK falls back into recession. Another factor we look at is
the UK housing market, how resilient prices are over the next
12 months and whether the recent weakness is set to continue. Finally,
as we approach the end of 2024, the prospect of the general election
with a possible (at this time according to polls) change of Government
makes us look at how policies could change.
Globally, a lot will depend on the world’s two biggest economies, the
USA and China. The USA economy is moving along nicely but there will
be a lot of political factors to consider in the run up to the 2024
Presidential elections. The Chinese macro-economic picture looks
horrible with major weakness in the property sector which is 30% of
their GDP.
As regards markets affecting the Company, we believe that we are
nearing the top of the interest rate cycle and that we will see a recovery
in capital values of higher yielding bonds in the next year or so which
would positively impact the ability of companies to refinance debt. But
a word of caution: all of this can be affected by external influences.
Ian “Franco” Francis
New City Investment Managers
14 September 2023
5
ANNUAL REPORT 30 JUNE 2023
CQS NEW CITY HIGH YIELD FUND LIMITED
Classification of Investment Portfolio
Strategic Report
Classification of Investment Portfolio
As at 30 June 2023
By currency
2023 Total
investments
%
2022 Total
investments
%
Sterling
67.12
62.16
US dollar
19.09
23.59
Euro
11.59
12.14
Swedish krona
1.69
1.52
Norwegian krone
0.35
0.40
Canadian dollar
0.09
0.12
Australian dollar
0.07
0.07
Total investments
100.00
100.00
By asset class
2023 Total
investments
%
2022 Total
investments
%
Fixed income securities
1
82.80
81.14
Equity shares
2
17.20
18.86
Total investments
100.00
100.00
As at 30 June 2023
2023 Total
investments
%
2022 Total
investments
%
Financials
44.21
36.88
Energy
21.47
21.82
Consumer staples
9.55
8.96
Consumer discretionary
6.98
4.91
Industrials
6.50
10.80
Information technology
6.22
10.10
Real estate
3.17
4.27
Materials
1.90
2.26
Total investments
100.00
100.00
Classification of Investment Portfolio by Sector
As at 30 June 2023
6
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2023
Strategic Report
Investment Portfolio
Investment Portfolio
As at 30 June 2023
Company
Sector
Valuation
£’000
Total
Investments
%
Galaxy Finco Ltd 9.25% 31/07/2027
Financials
12,346
4.64
Co-Operative Fin 25/04/2029 FRN
Financials
11,952
4.49
Shawbrook Group 22-08/06/2171 FRN
Financials
11,917
4.48
Aggregated Micro 8% 17/10/2036
Energy
11,110
4.18
Virgin Money FRN PERP
Financials
10,811
4.06
REA Finance 8.75% 31/08/2025
Consumer staples
8,592
3.23
Stonegate Pub 8.25% 31/07/2025
Consumer discretionary
8,326
3.13
Barclays Plc 22-15/12/2170 FRN
Financials
8,262
3.11
Albion Financing 8.75% 21-15/04/2027
Industrials
7,724
2.90
Diversified Energy Co Plc
Energy
7,187
2.71
Top ten investments
98,227
36.93
Inspired Enterta 7.875% 21-01/06/2026
Information technology
7,021
2.64
Mangrove Luxco Ltd 7.775% 19-09/10/2025
Financials
6,792
2.55
Boparan Finance 7.625% 30/11/2025
Consumer staples
6,666
2.51
Just Group Plc 31/12/2059 FRN
Financials
6,605
2.48
Euronav NV
Energy
6,553
2.46
American Tanker 7.75% 02/07/2025
Energy
6,455
2.43
Azerion Holdings 7.25% 28/04/2024
Information technology
5,174
1.95
Transocean Inc 11.5% 20-30/01/2027
Energy
4,904
1.84
TVL Finance 9% 20-15/01/2025
Financials
4,884
1.84
VPC Specialty Lending Invest
Financials
4,636
1.73
Top twenty investments
157,917
59.36
Garfunkelux Hold 7.75% 20-01/11/2025
Financials
4,568
1.72
RL Finance No6 23-25/11/2171 FRN
Financials
4,417
1.66
Lloyds Banking 29/12/2049 FRN
Financials
4,211
1.58
M&G Plc
Financials
4,211
1.58
Arrow Bidco Llc 9.5% 15/03/2024
Consumer discretionary
4,197
1.58
Shamaran 12% 21-30/07/2025
Energy
4,063
1.53
Ithaca Energy N 9% 21-15/07/2026
Energy
4,014
1.51
REA Holdings Plc PREF
Consumer staples
3,986
1.50
Co-op Wholesale 7.5% 11-08/07/2026
Consumer staples
3,871
1.46
Enquest Plc 7% 15/10/2023
Energy
3,581
1.34
Top thirty investments
199,036
74.82
Stonegate Pub 8% 20-13/07/2025
Consumer discretionary
3,274
1.23
Phoenix Group Holdings Plc
Financials
3,191
1.20
Welltec A/S 9.5% 01/12/2022
Energy
3,191
1.20
Summer BC Holdco 9.25% 19-31/10/2027
Industrials
3,152
1.18
Deutsche Bank AG 30/05/2049 FRN
Financials
3,060
1.15
Channel Island Property Fund
Real estate
2,880
1.08
Coburn Resources 12% 20/03/2026
Materials
2,807
1.06
Barclays Plc 29/12/2049 FRN
Financials
2,703
1.02
Bidco Rely 23-12/05/2026 FRN
Financials
2,581
0.97
Booster Precisio 22-28/11/2026 SR
Industrials
2,576
0.97
Top forty investments
228,451
85.88
Doric Nimrod Air Three Ltd
Industrials
2,380
0.89
RM Infrastructure Income Plc
Financials
2,176
0.82
HDL Debenture 10.375% 93-31/07/2023
Real estate
2,100
0.79
First Quantum 7.5% 01/04/2025
Materials
2,052
0.77
Quilter Plc 23-18/04/2033 FRN
Financials
2,034
0.76
Tufton Oceanic Assets Ltd
Financials
1,894
0.71
7
ANNUAL REPORT 30 JUNE 2023
CQS NEW CITY HIGH YIELD FUND LIMITED
Investment Portfolio
Strategic Report
Company
Sector
Valuation
£’000
Total
Investments
%
Bluewater Hold 12% 22-10/11/2026
Energy
1,805
0.68
Gaming Innovation 11/06/2024 FRN
Information technology
1,797
0.68
NewRiver REIT plc
Real estate
1,655
0.62
Hipgnosis Songs Fund Ltd
Consumer discretionary
1,592
0.61
Top fifty investments
247,936
93.21
Greenfood AB 21-04/11/2025 FRN
Consumer staples
1,486
0.56
Kent Global Plc 10% 28/06/2026
Energy
1,363
0.51
Eurobank Ergasia 22-06/12/2032 Frn
Financials
1,343
0.50
Skill Bidco APS 23-02/03/2028 FRN
Industrials
1,231
0.46
Cabonline GR 22-19/04/2026 FRN
Information technology
1,223
0.46
Palace Capital Plc
Real estate
1,099
0.41
West Bromwich BS 18-20/08/2170
Financials
1,072
0.40
N0r5ke Viking 21-03/05/2024 FRN
Information technology
918
0.35
Independent Oil 20/09/2024 FRN
Energy
867
0.33
REA Trading 9.5% 21-30/06/2024
Consumer discretionary
863
0.33
Top sixty investments
259,401
97.52
Navigator Holdings 8% 10/09/2025
Energy
773
0.29
REA Holdings Plc 7.5% 30/06/2026
Consumer staples
732
0.28
Regional REIT Ltd
Real estate
693
0.26
Marex Group 22-30/12/2170 FRN
Financials
585
0.22
Hoist Finance AB 31/12/2060 FRN
Financials
548
0.21
Harbour Energy Plc
Energy
546
0.21
West Bromwich BS 11% 18-12/04/2038
Financials
454
0.17
Croma Security Solutions Group
Information technology
420
0.16
Secured Income Fund Plc
Financials
321
0.11
New Look Pik Facility16.5% 09/11/2025
Consumer discretionary
307
0.11
Top seventy investments
264,780
99.54
Other investments (38)
1,231
0.46
Total investments
266,011
100.00
Notes:
FRN – Floating Rate Note
PERP – Perpetual
PREF – Preference shares
REIT – Real Estate Investment Trust
8
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2023
Strategic Report
Ten Largest Holdings
Valuation
30 June 2022
£’000
Purchases
£’000
Sales
£’000
Revaluation
gain/(loss)
£’000
Valuation
30 June 2023
£’000
Galaxy Finco Ltd
9.25% 31/07/2027
12,774
405
-
(833)
12,346
A specialist provider of warranties for
consumer electric products.
Co-Operative Finance 25/04/2029
FRN
8,616
2,979
-
357
11,952
A retail and commercial bank in the
United Kingdom.
Shawbrook Group 22-08/06/2171
FRN
-
13,066
-
(1,149)
11,917
A holding company of Shawbrook
Bank Limited, a specialist lending and
savings bank serving consumers in
the UK.
Aggregated Micro 8% 17/10/2036
10,900
470
(279)
19
11,110
A British company using small
scale, established technologies to
convert wood and waste into energy
in the form of heat and electricity.
Virgin Money FRN PERP
12,188
-
-
(1,377)
10,811
A British banking company
concentrating on UK Retail and small
and medium enterprises regional
banking services.
REA Finance 8.75% 15-31/08/2025
8,592
-
-
-
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
8,308
-
-
18
8,326
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
UK.
Barclays Plc 22-15/12/2170 FRN
-
8,676
-
(414)
8,262
A global financial services provider
engaged in retail banking, credit
cards, wholesale banking,
investment banking, wealth
management and investment
management services.
Albion Financing 8.75% 21-
15/04/2027
7,221
-
-
503
7,724
A financing company for Aggreko
which is a global provider of power
and temperature control solutions
to customers.
Diversified Energy Co Plc
7,490
1,435
-
(1,738)
7,187
Energy Company focusing on US
natural gas.
76,089
27,031
(279)
(4,614)
98,227
Ten Largest Holdings
9
ANNUAL REPORT 30 JUNE 2023
CQS NEW CITY HIGH YIELD FUND LIMITED
Principal Risks and Uncertainties and Risk Mitigation
Strategic Report
Risks are inherent in the investment process, but it is important that their nature and magnitude are understood so that risks can be identified
and either avoided or controlled. The Board has established a detailed framework to manage the key risks that the Company is exposed to, with
associated policies and processes devised to mitigate or control those risks.
Principal risks and mitigations are discussed regularly at Board and Audit and Risk Committee meetings. At the meeting held in May 2023, the
Board discussed risk appetite and considered whether principal risks were increasing, decreasing or static during the course of the year, including
reviewing the impact of economic uncertainty and heightened levels of inflation and interest rates since the lifting of COVID-19 restrictions and as
a result of the conflict in Ukraine. The Board also considered any new or emerging risks.
The principal risks and mitigating factors faced by the Company are set out below.
Risk
Description
Controls
Dividend and
earnings risk

The earnings that underpin the amount of dividends
declared and future dividend growth are generated by the
Company’s underlying portfolio.
One or more of the following factors could adversely affect
the Company’s earnings and thereby, its ability to declare
a dividend:
• A persistent low interest rate environment.
• A contraction of available investment opportunities
suitable for the Company, given its investment objective
and its policy.
• The persistence of adverse market conditions or
government intervention during a macro-economic
crisis resulting in cuts to dividend income.
• Adverse changes to the tax treatments applicable to the
Company’s stream of investments and dividend income.
Although there have been increases in interest rates
which support the Company’s dividend payments, there is
still heightened economic uncertainty that could impact
the value of the Company’s earnings.
The Board has engaged with CQS (UK) LLP (the “Investment
Manager”), to manage the Company’s portfolio and
therefore depends upon the Investment Manager to
construct an appropriate portfolio that will produce income
allowing the Company to meet its dividend target.
The Board monitors the implementation of the investment
strategy, by reviewing the performance of the Investment
Manager on an ongoing basis and by receiving a formal
presentation from the Investment Manager on a quarterly
basis.
The Board receives and reviews detailed income forecasts
prepared by the Investment Manager and BNP Paribas S.A.,
Jersey Branch (“BNP Paribas” or the “Administrator”)
when the quarterly dividends are declared.
The Company holds revenue reserves of £16,020,000 and
cash balance of £6,597,000 as at 30 June 2023 which could
be used for the maintenance of the Company’s dividend
target in adverse market conditions.
Market risk
leading to a loss
of share value
The Company’s assets consist principally of listed fixed
interest securities and equities. Its greatest risks are
consequently market related, with exposure to movements
in the prices of the Company’s investments and the loss
that
the
Company
might
suffer
through
holding
investments in the face of negative market movements.
A downturn in capital markets could lead to a loss in value
of the Company’s shares, eroding the premium and
causing the shares to trade at a discount. This risk is
heightened by the impact of supply chain issues, labour
shortages, high energy costs, the conflict in Ukraine and
Russian sanctions.
Failure of investee companies to respond to the transition
to clean energy in an appropriate and timely fashion could
lead to a decline in their profitability and ultimately impact
their ability to deliver value.
The Board relies upon the research capabilities of the
Investment Manager and the people it employs that can
use
their
expertise
to
build
a
portfolio,
utilising
diversification, to mitigate market risk to the extent
possible.
The Board monitors the implementation of the investment
strategy, reviews the performance of the Investment
Manager on an ongoing basis and receives a formal
presentation from the Investment Manager on a quarterly
basis. At this time, the Board reviews the performance of
the Company’s investments, including both realised and
unrealised gains and losses.
The Investment Manager incorporates sustainability
factors into its investment process.
Following the collapse of Credit Suisse, values in the AT1
market fell and this negatively impacted the NAV of the
Company
which
holds
an
exposure
to
AT1
debt
instruments. Further instability in this market could
reduce values further, conversely a recovery in market
confidence in this sector could increase the value of its
holdings.
Principal Risks and Uncertainties and Risk Mitigation
10
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2023
Strategic Report
Principal Risks and Uncertainties and Risk Mitigation
Risk
Description
Controls
Key person risk

Performance of the Company may be negatively affected
by a change in the fund management team within the
Investment Manager.
The lead fund manager is responsible for day-to-day
portfolio management. The Investment Manager has put in
place succession and transition plans in the event the lead
fund manager becomes incapacitated.
In addition, an Investment Committee at the Investment
Manager also decides key stock selection.
The Board monitors and reviews the performance of the
Investment Manager on an ongoing basis and receives a
formal presentation from the Investment Manager at each
Board meeting.
The Management Engagement Committee of the Company
formally reviews the performance of the Investment
Manager annually.
Gearing risk

A fall in the value of the underlying investments could
adversely affect the Company’s level of gearing and
exacerbate the decline in value. It could also result in a
breach of loan covenants.
Gearing levels and compliance with loan covenants are
monitored by the Administrator and the Investment
Manager on a monthly basis.
The Board reviews compliance with the gearing levels and
loan covenants at regular Board meetings.
The Board sets the gearing limits. Gearing will not exceed
25% of Shareholders’ funds at the time of borrowing.
Geopolitical risk
The Russian invasion of Ukraine has negatively impacted
supply chains and increased prices, critically in energy
and food and inflation is increasing across Europe.
Ongoing tension caused by the conflict has heightened
market uncertainty and increased investment risk.
Although energy prices have abated somewhat with the
arrival of summer, inflation remains high in the UK and
Europe and market uncertainty persists.
The Investment Manager has reviewed the portfolio to
understand the susceptibility of investments to market
disruption and the results of this review has been
discussed with the Board. The robustness of corporate
business models during this period of heightened
uncertainty is considered both in relation to the current
portfolio and as part of investment decision-making.
Operational risk

The Company relies upon the services provided by third
parties and is reliant on the control systems of the
Investment Manager and the Company’s other service
providers.
Failures at these third parties could adversely impact the
security and/or maintenance of, inter alia, the Company’s
assets, dealing and settlement procedures and accounting
records depend on the effective operation of these systems.
The operating effectiveness of third party service providers
is regularly tested, monitored and reported on at each
Board meeting. The Audit and Risk Committee receives an
International
Standard
for
Assurance
Engagement
(“ISAE”) 3402 report (report on the description of controls
placed
in
operation,
their
design
and
operating
effectiveness) on Fund Administration.
The Investment Manager delivers a risk based internal
audit plan which covers different areas of its operations
that are subject to internal audit, including front, middle
and infrastructure audits. Any area of concern relevant to
the Company is discussed with the Audit and Risk
Committee when it meets.
Regulatory risk

The breach of existing regulatory rules (in Jersey and/or
the UK) or failing to adopt changes in regulatory rules in a
timely manner, which could lead to a suspension of the
Company’s stock exchange listing or financial penalties.
The
Company
Secretary
monitors
the
Company’s
compliance with the Listing Rules of the UK Listing
Authority. Compliance with the Listing Rules is reviewed
on a quarterly basis.
The Company’s compliance officer monitors the regulatory
rules applicable to Jersey funds and the Board receives a
quarterly report from the compliance officer.
The Administrator is regulated by the Jersey Financial
Services Commission.
11
ANNUAL REPORT 30 JUNE 2023
CQS NEW CITY HIGH YIELD FUND LIMITED
Principal Risks and Uncertainties and Risk Mitigation
Strategic Report
Risk
Description
Controls
Cyber risk
Previously included in operational risk, cyber risk is
separately identified given the increasingly sophisticated
cyber attacks now in evidence.
Conflict in Europe heightens the risk of malpractice in
cyber systems generally.
A cyber attack at one of the Company’s key service
providers could result in loss of key data, loss of availability
of systems, a ransomware demand, General Data
Protection Regulation breaches and reputational damage.
As well as reviewing controls reports on the Company’s
service providers, the Board requests information on
cyber controls, cyber insurance and any material cyber
breaches from those key service providers.
Market demand
The change to a high inflation, high interest rate
environment is likely to impact the relative attractiveness
of investments and shifting patterns of investment.
There could be negative investor sentiment if investments
held are deemed unacceptable from an ESG policy
perspective, as investors attitudes develop towards these
issues.
The Company has generally traded at a premium to NAV.
Any reduction in the premium or move to a discount is
discussed with the Investment Manager and Singer Capital
Markets (the “Broker”), with a view to taking action, if
considered appropriate.
The Investment Manager and the Broker hold regular
Shareholder meetings through which investor sentiment
can be gauged. Topics discussed include the performance
of the Company, market liquidity, supply and demand
conditions, ESG and sustainability and the dividend policy.
The Board is available to investors at the Annual General
Meeting (“AGM”) and at meetings throughout the year on
request, to discuss any feedback on the Company’s
strategy or performance.
The Board regularly discusses with the Investment
Manager the impact of climate change and other ESG
topics and any appropriate changes to the Company’s
strategy.
Increase in risk for the year ended 30 June 2023 in comparison to previous year.

Risk remains static from previous year.
Decrease in risk for the year ended 30 June 2023 in comparison to previous year.
Emerging risks
During Board discussions on principal risks and uncertainties, the Board considered any risks that were not an immediate, quantifiable threat but
could materialize and could have significant impact on the ability of the Company to continue to meet its objectives. Areas discussed include
longer-term impacts of climate change on the Company’s portfolio and returns, geopolitical risk due to the conflict in Ukraine and the impact of
heightened economic uncertainty on different sectors of the economy. The Board regularly discusses these with the Investment Manager and
receives feedback based on the Investment Manager’s research and discussions with Shareholders and the Broker. The Investment Manager’s
ESG policy was reviewed and discussed with the Investment Manager during the year. The Board will continue to assess these emerging risks on
a regular basis and continue to monitor and assess the requirements of impending mandatory regulations for Task Force on Climate-related
Financial Disclosures (“TCFD”) and EU Sustainable Finance Disclosure Regulation.
Longer term, the positive and negative potential for Artificial Intelligence to transform both the investment management industry and the sectors
in which the Company invests, was discussed.
12
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2023
Strategic Report
Stakeholders – Section 172 Statement and Principal Decisions
Stakeholders – Section 172 Statement and Principal Decisions
Through adopting the Association of Investment Companies’ (“AIC”) Code of Corporate Governance (the “AIC Code”), the Board acknowledges its
duty to comply with section 172 of the UK Companies Act 2006 to act in a way that promotes the success of the Company for the benefit of its
members as a whole, having regard to (amongst other things):
a)
consequences of any decision in the long-term;
b)
the interests of the Company’s employees;
c)
need to foster business relationships with suppliers, customers and others;
d)
impact on community and environment;
e)
maintaining reputation; and
f)
act fairly as between members of the Company.
Information on how the Board has engaged with its stakeholders and promoted the success of the Company, through the decisions it has taken
during the year, whilst having regard to the above, is outlined below. 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 NAV announcements;
2)
publishing monthly fact sheets on the Company’s website;
3)
publishing half yearly and annual reports and accounts;
4)
making themselves available to meet major Shareholders as requested;
5)
obtaining Shareholder feedback received via the Investment Manager and the Broker; and
6)
making themselves available to questions from Shareholders at the AGM.
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 written and verbal reports at board meetings;
2)
regular communication with representatives via telephone and email to discuss ad hoc matters; and
3)
undertaking an annual review 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 portfolio,
acknowledging that companies failing to manage these issues adequately run a long term risk to the sustainability
of their businesses. The Investment Manager has stated that they view ESG factors as a key driver of financing costs,
valuations and performance, while also being capable of acting as a lever to shape and influence the world 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 investment process, 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 Principles
for Responsible Investment (“PRI”), fully supporting all Principles for Responsible Investment.
The Investment Manager is currently working on the TCFD recommendations. Please refer to page 25 for more
details.
Principal decisions
Review of dividend policy:
The Board recognises the importance Shareholders place on the Company’s dividend policy and is cognisant of the need to ensure the viability of
the dividend.
It was agreed it was in the best interests of the Company and Shareholders to marginally increase the fourth interim dividend for the year.
Change in external auditors:
During the year, it was decided to run a tender process for the external audit of the Company and PricewaterhouseCoopers CI LLP (“PwC” or the
“Auditor”) was appointed as auditor. Further details are provided in the Report of the Audit and Risk Committee on pages 26 to 27.
13
ANNUAL REPORT 30 JUNE 2023
CQS NEW CITY HIGH YIELD FUND LIMITED
Strategic Review
Strategic Report
Strategic Review
Introduction
This review is part of a Strategic Report being presented by the Company
and is designed to provide information primarily about the Company’s
business and results for the year ended 30 June 2023. It should be read in
conjunction with the Statement from the Chair on page 3 and the
Investment Manager’s Review on page 4, which give a detailed review of
the investment activities for the year and look to the future.
Principal activity and status
The Company is a closed-ended investment company and was
incorporated with limited liability in Jersey under the Companies
(Jersey) Law 1991 on 17 January 2007, with registered number 95691.
In addition, the Company constitutes and is regulated as a collective
investment fund under the Collective Investment Funds (Jersey) Law
1988.
The Company’s ordinary shares are listed on the Official List maintained
by the Financial Conduct Authority (“FCA”) and admitted to trading on
the Main Market of the London Stock Exchange (“LSE”).
Purpose and strategy
The Company’s purpose is stated on the inside front cover of this
report.
Investment policy
The Company invests predominantly in fixed income securities,
including, but not limited to, preference shares, loan stocks, corporate
bonds (convertible and/or redeemable) and government stocks. The
Company also invests in equities and other income yielding securities.
Exposure to higher yielding securities may also be obtained by
investing in other closed-ended investment companies and open-
ended collective investment schemes.
There are no defined limits on countries, size or sectors, therefore the
Company may invest in companies regardless of country, size or sector
and accordingly, the Company’s portfolio is constructed without
reference to the composition of any stock market index or benchmark.
The Company may, but is not obliged to, invest in derivatives, financial
instruments, money market instruments and currencies for the
purpose of efficient portfolio management.
There are no defined limits on listed securities and, accordingly, the
Company may invest up to 100% of total assets in any particular type of
listed security.
The Company may acquire securities that are unlisted or unquoted at
the time of investment, but which are about to be convertible, at the
option of the Company, into securities which are listed or traded on a
stock exchange. The Company may continue to hold securities that
cease to be listed or traded if the Investment Manager considers this
appropriate. The Board has established a maximum investment limit
in this regard of 10% (calculated at the time of any relevant investment)
of the Company’s total assets. In addition, the Company may invest up
to 10% (calculated at the time of any relevant investment) of its total
assets in other securities that are neither listed nor traded at the time
of investment.
The Company will not invest more than 10% (calculated at the time of
any relevant investment) of its total assets in other collective
investment undertakings (open-ended or closed-ended).
The Board has established a maximum investment limit whereby, at
the time of investment, the Company may not invest more than 5% of
its total investments in the same investee company.
The Company uses gearing and the Board has set a current limit that
gearing will not exceed 25% of Shareholders’ funds at the time of
borrowing. This limit is reviewed from time to time by the Board.
The Investment Manager expects that the Company’s assets will
normally be fully invested. However, during periods in which changes
in economic circumstances, market conditions or other factors so
warrant, the Company may reduce its exposure to securities and
increase its positions in cash, money market instruments and
derivative instruments in order to seek protection from stock market
falls or volatility.
Investment approach
Investments are typically made in securities which the Investment
Manager has identified as undervalued by the market and which it
believes will generate above average income returns relative to their
risk, thereby also generating the scope for capital appreciation. In
particular, the Investment Manager seeks to generate capital growth
by exploiting the opportunities presented by the fluctuating yield base
of the market and from redemptions, conversions, reconstructions
and take-overs.
Performance measurement and Key Performance
Indicators (“KPIs”)
The Board uses a number of performance measures to monitor and
assess the Company’s success in meeting its objectives and to
measure its progress and performance. The KPIs are as follows:
Dividend yield and dividend cover
The Company pays four quarterly dividends each year and
accordingly, the Board reviews the Company’s dividend yield and
dividend cover on a quarterly basis. For the year ended 30 June
2023, the Company’s dividend yield was 9.64% (2022: 8.75%)
based upon a share price of 46.60 pence (bid price) as at 30 June
2023 (2022: 51.20 pence) and its dividend cover was 1.00x (2022:
0.93x).
Revenue earnings and dividends per ordinary share
The Company has opted to follow the AIC Statement of
Recommended Practice (“SORP”) and in accordance with the
provisions of the AIC SORP, distinguishes its profits derived
from revenue and capital items. The Company declares and pays
its dividend out of only the revenue profits of the Company. The
revenue earnings, whether generated this year or in previous
years and held in revenue reserves, represent the total available
funds that the Directors are able to make a dividend payment
from. The Board reviews revenue forecasts on a quarterly basis
in order to determine the quarterly dividend. In respect of the
current financial year, the Company declared dividends of 4.49
pence per ordinary share (2022: 4.48 pence) out of revenue
earnings per ordinary share of 4.51 pence per ordinary share
(2022: 4.16 pence).
Ongoing charges
The
ongoing
charges
ratio
represents
the
Company’s
management fee and all other operating expenses incurred
by the Company expressed as a percentage of the average
Shareholders’ funds over the year. The Board regularly reviews
the ongoing charges and monitors all Company expenses. The
ongoing charges ratio for the year ended 30 June 2023 was
1.16% (2022: 1.19%).
14
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2023
Strategic Report
Strategic Review
The Board measures the Company’s performance by reviewing the
KPIs against their expectations of performance from their knowledge
of the industry sector.
These KPIs fall within the definition of APMs under guidance issued by
the European Securities and Markets Authority. Additional information
explaining how these are calculated is set out in the APMs section on
pages 54 to 56.
Going concern
The Company does not have a fixed winding-up date and therefore,
unless Shareholders vote to wind-up the Company, Shareholders will
only be able to realise their investment through the secondary market.
At each AGM of the Company, Shareholders are given the opportunity
to vote on an ordinary resolution to continue the Company as an
investment company. If any such resolution is not passed, the Board
will put forward proposals at an extraordinary general meeting to
either liquidate or otherwise reconstruct or reorganise the Company.
Given the performance of the Company, input from the Company’s
major Shareholders and its Broker and considering that 98% of the
Shareholder’s votes at the last AGM held on 1 December 2022, were in
favour of the continuation of the Company, the Board considers it likely
that Shareholders will vote in favour of continuation at the forthcoming
AGM.
The Company’s existing loan facility as detailed on page 44 is due to
expire on 17 December 2023 after which it is anticipated the Company
will take out a new facility on comparable terms. After making
enquiries of the Investment Manager and having considered the
Company’s investment objective, nature of the investment portfolio,
loan facility, expenditure projections and impact of the current geo-
political and market uncertainty on the Company, the Directors
consider that the Company has adequate resources to continue in
operational existence for the foreseeable future. For this reason, the
Directors continue to adopt the going concern basis in preparing the
Financial Statements, notwithstanding that the Company is subject to
an annual continuation vote as described above.
Viability Statement
In accordance with the provisions of the AIC Code, the Directors have
assessed the viability of the Company over a period longer than the
12 months required by the ‘Going concern’ provision. The Board
conducted this viability review for a period of three years. The Board
continues to consider that this period reflects the long-term objectives
of the Company, being a Company with no fixed life, whilst taking into
account the impact of uncertainties in the markets.
Whilst the Directors do not expect there to be any significant changes
to the current principal and emerging risks facing the Company,
certain risks have increased due to the general economic environment,
rising interest rates and global rise in inflation. Despite these increased
risks, the Directors believe that the Company has sufficient controls in
place to mitigate those risks. Furthermore, the Directors do not
envisage any change in strategy which would prevent the Company
from operating over the three year period. This is based on the
assumption that there are no significant changes in market conditions
or the tax and regulatory environment that could not reasonably have
been foreseen. The Board also considers the annual continuation vote
should not be a factor to affect the three year period given the strong
demand seen for the Company’s shares.
In making this statement the Board: (i) considered the continuation
vote to be proposed at the AGM which the Board considers will be voted
in favour of by Shareholders; and (ii) carried out a robust assessment
of the principal and emerging risks facing the Company. These risks
and their mitigations are set out on pages 9 to 11.
The principal risks identified as most relevant to the assessment of the
viability of the Company were those relating to potential under-
performance of the portfolio and its effect on the ability to pay
dividends. When assessing these risks the Directors have considered
the risks and uncertainties facing the Company in severe but
reasonable scenarios, taking into account the controls in place and
mitigating actions that could be taken.
When considering the risk of under-performance, a series of stress
tests was carried out including in particular the effects of any
substantial future falls in investment value on the ability to re-pay and
re-negotiate borrowings, potential breaches of loan covenants and the
maintenance of dividend payments.
The Board considered the Company’s portfolio and concluded that the
diverse nature of investments held contributes to the stability and
liquidity along with flexibility to be able to react positively to market and
political forces beyond the Board’s control.
The Board also considered the impact of potential regulatory changes
and the control environment of significant third party providers,
including the Investment Manager.
The Scotiabank Europe Plc (“Scotiabank”) loan facility is due to expire
on 17 December 2023. It is anticipated a new facility on comparable
terms will be negotiated prior to this date.
The Board carries out stress testing on a range of downside scenarios
to ensure that the Company can meet its liabilities in full.
Based on the Company’s processes for monitoring revenue and costs,
with the use of frequent revenue forecasts and the Investment
Manager’s compliance with the investment objective and policies, the
Directors have concluded that there is a reasonable expectation that
the Company will be able to continue in operation and meet its
liabilities as they fall due for a period of three years from the date of
approval of this Report.
Social, community, human rights, employee
responsibilities and environmental policy
The Directors recognise that their first duty is to act in the best financial
interests of the Company’s Shareholders and to achieve good financial
returns against acceptable levels of risk, in accordance with the
objectives of the Company. In asking the Company’s Investment
Manager to deliver against these objectives, they have also requested
that the Investment Manager take into account the broader social,
ethical and environmental issues of companies within the Company’s
portfolio, acknowledging that companies failing to manage these
issues adequately run a long-term risk to the sustainability of their
businesses.
Greenhouse gas emissions
The Board recognises its impact on the environment, including
greenhouse gas emissions, through the underlying portfolio companies
which it invests in. The Board requested that ESG factors be
incorporated into the Company’s investment strategy and further
details on ESG can be found on page 25.
15
ANNUAL REPORT 30 JUNE 2023
CQS NEW CITY HIGH YIELD FUND LIMITED
Strategic Review
Strategic Report
Modern slavery
The Company would not fall into the scope of the UK Modern Slavery
Act 2015 (as the Company does not have any turnover derived from
goods and services) if it was incorporated in the UK. Furthermore, as a
closed-ended investment company, the Company has a non-complex
structure, no employees and its supply chain is considered to be low
risk given that suppliers are typically professional advisers based in
either the Channel Islands or the UK. Based on these factors, the
Board determined that it is not necessary for the Company to make a
slavery and human trafficking statement.
By Order of the Board
Caroline Hitch
Chair
14 September 2023
16
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2023
Directors’ Report and Governance Reports
Statement of Directors’ Responsibilities in respect of the Annual Report and Financial Statements
Statement of Directors’ Responsibilities in respect of the
Annual Report and Financial Statements
The Directors are responsible for preparing the Annual Report and
Financial Statements in accordance with applicable law and
regulations. Company law requires the Directors to prepare financial
statements for each financial year. Under that law they have elected to
prepare the Financial Statements in accordance with the International
Financial Reporting Standards (“IFRS”) as adopted by the EU and
applicable law.
Under Companies (Jersey) Law 1991, the Directors must not approve
the Financial Statements unless they are satisfied that they give a true
and fair view of the state of affairs of the Company and of its profit or
loss for that period. In preparing these Financial Statements, the
Directors are required to:
• select suitable accounting policies and then apply them
consistently;
• make judgements and estimates that are reasonable, relevant
and reliable;
• state whether applicable accounting standards have been
followed, subject to any material departures disclosed and
explained in the Financial Statements;
• assess the Company’s ability to continue as a going concern,
disclosing, as applicable, matters relating to going concern; and
• use the going concern basis of accounting unless they either
intend to liquidate the Company or to cease operations, or have
no realistic alternative but to do so.
The Directors are responsible for keeping adequate accounting records
that are sufficient to show and explain the Company’s transactions and
disclose with reasonable accuracy at any time the financial position of
the Company and enable them to ensure that the Financial Statements
comply with Companies (Jersey) Law, 1991. They are responsible for
such internal control as they determine is necessary to enable the
preparation of financial statements that are free from material
misstatement, whether due to fraud or error and have general
responsibility for taking such steps as are reasonably open to them to
safeguard the assets of the Company and to prevent and detect fraud
and other irregularities.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company’s
website.
The
Financial
Statements
are
published
on
the
www.ncim.co.uk
website, which is a website maintained by the
Company’s Investment Manager. Legislation in Jersey governing the
preparation and dissemination of Financial Statements may differ
from legislation in other jurisdictions.
Responsibility statement of the Directors in respect of the Annual
Financial Report
We confirm that to the best of our knowledge:
• the Financial Statements, prepared in accordance with the IFRS
as adopted by the EU, give a true and fair and balanced view of the
assets, liabilities, financial position and profit or loss of the
Company; and
• the Strategic Report and Directors’ Report include a fair review of
the development and performance of the business and the
position of the Company, together with a description of the
principal risks and uncertainties that the Company faces.
We consider the Annual Report and Financial Statements, taken as a
whole, is fair, balanced and understandable and provides the
information necessary for Shareholders to assess the Company’s
position and performance, business model and strategy.
On behalf of the Board
Caroline Hitch
Chair
14 September 2023
17
ANNUAL REPORT 30 JUNE 2023
CQS NEW CITY HIGH YIELD FUND LIMITED
Board of Directors and Investment Manager
Directors’ Report and Governance Reports
Board of Directors and Investment Manager
Caroline Hitch
Independent Non-Executive Chair
Appointed:
March 2018
Skills:
Caroline has extensive fund management skills
including specialist fixed income portfolios. She has a
deep understanding of investment risk and risk
management both as it applies to individual assets and
to overall portfolio construction.
She developed her
skills of investment trust board governance through
many years of managing regulated funds, reporting to
their boards and then becoming a board member (and
now Chair) herself.
Experience:
Caroline joined the board after working
in the financial services industry since the early
1980s mostly with the HSBC group. Her experience
includes Head of Wealth Portfolio Management at
HSBC Global Asset Management (UK) Ltd. with
investment responsibility for their flagship multi
asset retail funds. Prior roles included specialisation
in institutional fixed income portfolio management.
She has worked in London, Jersey, Monaco and Hong
Kong.
Committee membership:
Audit and Risk Committee;
Management Engagement Committee; Nomination
Committee; Remuneration Committee
Remuneration:
£45,000 per annum (effective as
from 1 July 2023)
Public company directorships:
Schroder Asian Total Return Investment Company plc
and abrdn Equity Income Trust plc
Shared Directorships with any other Fund Directors:
None
Duncan Baxter
Senior Independent Non-Executive Director and Chair of the Management Engagement
Committee
Appointed:
July 2015
Skills:
Duncan has a broad knowledge of the finance
sector gained from holding senior leadership
positions across a number of International Banks
and Trust companies. Having also worked on
investment company boards, some of which in the
position of Chair, Duncan has had exposure to equity
raises and discount management.
Experience:
Duncan is a retired senior banker with
many years’ experience of international banking,
latterly as Managing Director of Swiss Bank
Corporation/UBS in Jersey. Since leaving Swiss Bank
Corporation/UBS in the late 1990s, Duncan has
undertaken a number of consultancy projects for
international
banks,
trust
and
investment
management companies, plus acted on a number of
investment company boards. He has experience of
stewardship and investment in several investment
companies over twenty years and in addition as a
non-executive director of a number of operating
public and private companies. Duncan is a Jersey
resident.
Committee membership:
Audit & Risk Committee;
Management Engagement Committee; Nomination
Committee; Remuneration Committee
Remuneration:
£32,500 per annum (effective as
from 1 July 2023)
Public company directorships:
None
Shared Directorships with any other Fund Directors:
None
Wendy Dorman
Independent Non-Executive Director and Chair of the Audit and Risk Committee
Appointed:
March 2016
Skills:
Wendy is a Chartered Accountant with
significant experience in tax, audit and commercial
accountancy
matters
mainly
focused
on
the
investment fund sector. Her extensive experience
chairing audit committees of public listed entities
gives her the requisite leadership skills in addition to
those of accounting and governance.
Experience:
Wendy began her career in audit and
assurance before specializing in taxation, with a
focus on financial services and in particular the
investment fund sector. She retired as partner in
charge of the PwC Channel Islands tax practice in
June 2015 and has since then served as non-
executive director and audit committee chair of main
market listed companies. Wendy is a Jersey resident.
Committee membership:
Audit and Risk Committee;
Management Engagement Committee; Nomination
Committee; Remuneration Committee
Remuneration:
£39,000 per annum (effective as
from 1 July 2023)
Public company directorships:
3i Infrastructure plc and Jersey Electricity Plc
Shared Directorships with any other Fund Directors:
None
18
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2023
Directors’ Report and Governance Reports
Board of Directors and Investment Manager
John Newlands
Independent Non-Executive Director and Chair of the Remuneration Committee
Appointed:
October 2017
Skills:
John’s 20-plus years’ career as an investment
company analyst, with a particular focus upon the UK
wealth management sector, gives the Board an
important insight into the investment requirements
and processes of the types of investor, whether
private or institutional, most likely to consider the
Company for inclusion in their portfolios. He is also
skilled in the assessment of potential peer group
funds, both in terms of relative performance and
other quantitative data and in the increasing focus
upon governance and stewardship matters as pre-
requisites for investment.
Experience:
John joined the Board shortly after
working in the managed funds sector since the mid-
1990s, the last ten years being spent as Head of
Investment Companies Research at Brewin Dolphin
Limited. He was a member of the AIC Statistics’
Committee from 2000 to 2017 and is a member of the
Citywire Investment Trust Performance Awards
Panel. He has a Master in Business Administration
from Edinburgh University Business School and is a
Chartered Electrical Engineer dating to his prior
career as a Weapon Engineer Officer in the UK Royal
Navy. John is the Deputy Chair of the Investment
Committee of Durham Cathedral. He has written
four books about financial history, the most recent
charting the history of The Scottish American
Investment Company plc.
Committee membership:
Audit and Risk Committee;
Management Engagement Committee; Nomination
Committee; Remuneration Committee
Remuneration:
£32,500 per annum (effective as
from 1 July 2023)
Public company directorships:
Develop North plc and Gabelli Merger Plus Trust plc
Shared Directorships with any other Fund Directors:
None
Ian Cadby
Independent Non-Executive Director and Chair of the Nomination Committee
Appointed:
January 2017
Skills:
Ian is a Chartered Fellow of the Chartered
Institute for Securities & Investment. His extensive
governance
experience
on
public
and
private
company boards as well as a long career as a
regulated person (CF3, CF2 and CF1 controlled
functions) in the asset management industry gives
him a broad and relevant skill set for the Board.
Experience:
Ian has over 30 years’ experience within
the financial services industry in London, Hong Kong
and Jersey with a strong career emphasis on equity
and equity derivative trading, risk management,
corporate governance and board strategy.
Ian is a
Jersey resident.
Committee membership:
Audit and Risk Committee;
Management Engagement Committee; Nomination
Committee; Remuneration Committee
Remuneration:
£32,500 per annum (effective as
from 1 July 2023)
Public company directorships:
abrdn Asian Income Fund Limited
Shared Directorships with any other Fund Directors:
None
19
ANNUAL REPORT 30 JUNE 2023
CQS NEW CITY HIGH YIELD FUND LIMITED
Board of Directors and Investment Manager
Directors’ Report and Governance Reports
Investment Manager
The Company appointed New City Investment Managers (“NCIM”) as
its investment manager with effect from launch. On 1 October 2007,
NCIM joined the CQS Group, a global diversified asset manager
running multiple strategies with, as at 30 June 2023, US$16.1 billion
assets under management (including mandates with discretionary
management, sub-investment discretionary management, investment
advice, collateral management and intermediation). In 2014, NCIM’s
rights and obligations under the Investment Management Agreement
between the Company and NCIM were then transferred to CQS Cayman
Limited Partnership (“CQS Cayman”). Consequently, CQS Cayman
became the Company’s investment manager but, with the agreement
of the Board, delegated that function to CQS (UK) LLP Trading Limited
as NCIM.
With effect from 18 September 2019, the Company entered into a new
Investment Management Agreement to appoint CQS (UK) LLP as its
Investment
Manager.
The
previous
Investment
Management
Agreement with CQS Cayman was terminated.
Ian Francis
has day-to-day responsibility for managing the Company’s
portfolio and is supported by the CQS (UK) LLP team. He joined the
NCIM team in 2007. He has over 40 years’ investment experience,
primarily in the fixed interest and convertible spheres and his career
has included Collins Stewart, West LB Panmure, James Capel and
Hoare Govett.
Alternative Investment Fund Managers
Directive (“AIFMD”)
The Company has appointed CQS (UK) LLP, a subsidiary of CQS
Cayman, as the Company’s alternative investment fund manager
(“AIFM”). The AIFM has received its approval from the FCA to act as
AIFM of the Company. The Company is therefore fully compliant. An
additional requirement of the AIFMD is for the Company to appoint a
depositary, which will oversee the custody and cash arrangements and
other AIFMD required depositary responsibilities. The Board has
appointed BNP Paribas to act as the Company’s depositary.
Further AIFMD disclosures are shown on page 60.
20
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2023
Directors’ Report and Governance Reports
Directors’ Report
Directors’ Report
The Directors present their report and the audited Financial Statements
for the year ended 30 June 2023.
Results and dividends
Details of the Company’s results and dividends are shown on page 2 of
this report.
Dividend policy
Subject to market conditions and the Company’s performance, financial
position and financial outlook, it is the Directors’ intention to pay an
attractive level of dividend income to Shareholders on a quarterly basis.
The Company intends to continue to pay all dividends as interim
dividends. A resolution to approve this dividend policy will be proposed at
the next
AGM.
Bank loan facility
The Company has a short-term unsecured loan facility with Scotiabank.
As at the year-end, the unsecured loan facility had a limit of £45,000,000
of which £35,000,000 was drawn down.
The Company’s existing loan facility is due to expire on 17 December
2023 after which it is anticipated the Company will take out a new facility
on comparable terms.
Share capital
As at 30 June 2023, there were 524,601,858 (2022: 476,651,858) ordinary
shares in issue. During the year ended 30 June 2023, the Company
issued 47,950,000 (2022: 31,600,000) ordinary shares. Full details of
these transactions are shown in note 13 on page 45 of this report.
Acquisition of own shares
At the 2022 AGM, held on 1 December 2022, the Directors were granted
authority to repurchase ordinary shares (being equal to 14.99% of the
aggregate number of ordinary shares in issue at the date of the AGM) for
cancellation, or to be held as treasury shares. This authority, which has
not been used, will expire at the upcoming AGM. The Directors intend to
seek annual renewal of this authority from Shareholders.
Directors’ shareholdings
The Directors who held office at the year-end and their interests in the
ordinary shares of the Company were as follows:
At 30 June 2023
At 30 June 2022
D A H Baxter
195,127
195,127
I Cadby
25,000
25,000
W Dorman
149,529
112,000
C Hitch
1
211,500
211,500
J E Newlands
10,000
10,000
1
inclusive of 41,500 shares held by Ms Hitch’s mother
On 26 September 2022, Wendy Dorman purchased additional 37,529
ordinary shares.
There were no other changes in the ordinary share holdings of the
Directors between 1 July 2023 and 14 September 2023.
Substantial interests in share capital
During the year ended 30 June 2023, the Company had not been
notified in accordance with Chapter 5 of the UK Listing Authority’s
Disclosure Guidance and Transparency Rules (which covers the
acquisition and disposal of major shareholdings and voting rights), of
Shareholders that had an interest of greater than 5% in the Company’s
issued share capital.
Investment management
As part of its strategy for achieving its objectives, the Board has
delegated the management of the investment portfolio to the
Investment Manager, with Ian Francis as the lead fund manager.
Further details are provided in note 23 to the Financial Statements.
At each Board meeting, the Board receives a presentation from the
Investment Manager which includes a review of investment
performance, portfolio activity and market outlook. The stock selection
emphasis adopted by the Investment Manager is on each holding’s
unique characteristics rather than any benchmark weightings.
Appointment of the Investment Manager
The Board considers the arrangements for the provision of investment
management and other services to the Company on an ongoing basis
and a formal review is conducted annually by the Management
Engagement Committee. As part of the annual review the Management
Engagement Committee considers the continuity of the team, the
investment process and the results achieved to date.
The Board believes that the continuing appointment of CQS (UK) LLP
as AIFM and Investment Manager as set out on page 19 is in the
interests of Shareholders as a whole.
Administration services
BNP Paribas was appointed as the Company Secretary, Administrator,
Custodian, Banker and Depository on 28 November 2019.
Independent Auditor
KPMG Channel Islands Limited was appointed as the Company’s
auditor effective 17 June 2019.
Following a tender process in 2023, PwC has been appointed as the
Company’s new auditor effective 5 July 2023.
A resolution to re-appoint PwC as the Company’s auditor will be
proposed at the Company’s 2023 AGM.
Delegation of responsibilities and matters reserved
for the Board
The Board has delegated the exercise of voting rights attaching to the
Company’s investments to the Investment Manager. All other matters
are reserved for the approval of the Board.
The Board has a schedule of matters reserved to it for decision and the
requirement for Board approval on these matters is communicated
directly to the Investment Manager. Such matters include strategy,
borrowings, treasury and dividend policy. Full and timely information
is provided to the Board to enable the Directors to function effectively
and to discharge their responsibilities. The Board also reviews the
Financial Statements, performance and revenue budgets.
Exercise of voting powers
The Investment Manager, in the absence of explicit instruction from
the Board, is empowered to exercise discretion in the use of the
21
ANNUAL REPORT 30 JUNE 2023
CQS NEW CITY HIGH YIELD FUND LIMITED
Directors’ Report
Directors’ Report and Governance Reports
Company’s voting rights in respect of investee companies. The
underlying aim of exercising such voting rights is to protect the return
from an investment.
Disclosures required under Listing Rules (“LR”)
9.8.4R
The FCA’s LR 9.8.4R requires that the Company includes certain
information relating to arrangements made between a controlling
shareholder and the Company, waivers of Directors’ fees and long-
term incentive schemes in force. The Directors confirm that there are
no disclosures to be made in this regard.
Events after reporting date
The Board has evaluated material subsequent events for the Company
occurred during the period from 1 July 2023 through to 14 September
2023 and their effect on the Financial Statements. A list of these events
is disclosed in note 24.
Disclosure of information to the Auditor
The Directors confirm that, so far as each of them is aware, there is no
relevant audit information of which the Company’s Auditor is unaware
and the Directors have taken all the steps that they might have taken
as Directors in order to make themselves aware of any relevant audit
information and to establish that the Company’s Auditor is aware of
that information.
Statement regarding Annual Report and Financial
Statements
Following a detailed review of the Annual Report and Financial
Statements by the Audit and Risk Committee, the Directors consider
that taken as a whole it is fair, balanced and understandable and
provides the information necessary for Shareholders to assess the
Company’s performance, business model and strategy. In reaching
this conclusion, the Directors have assumed that the reader of the
Annual Report and Financial Statements would have a reasonable
level of knowledge of the investment industry in general and investment
companies in particular.
By Order of the Board
Caroline Hitch
Chair
14 September 2023
22
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2023
Directors’ Report and Governance Reports
The Board and Committees
The Board and Committees
Values and culture
The Board conducts itself with the core values of integrity, transparency,
acceptance of challenge and accountability. It achieves this through a
collaborative culture and a sense of shared endeavour. The Board is
focused on meeting objectives for investors and all other stakeholders
of the Company in a sustainable and responsible way.
The Board
The Board currently consists of a non-executive Chair and four non-
executive Directors. The Board considers all of the Directors as
independent of the Investment Manager and free from any business or
other relationship that could materially interfere with the exercise of
their independent judgement.
The dates on which the Directors were appointed are contained within
their biographies shown on pages 17 to 18. In accordance with the AIC
Code, all Directors submit themselves for re-election on an annual
basis.
New Directors receive an induction from the Company Secretary on
joining the Board and all Directors receive other relevant training as
necessary. Directors’ and Officers’ liability insurance cover is
maintained by the Company on behalf of the Directors. There is no
notice period and no provision for compensation upon early termination
of appointment.
The Company has neither executive Directors nor employees. A
management agreement between the Company and its Investment
Manager sets out the matters over which the Investment Manager has
authority and the limits beyond which Board approval must be sought.
All other matters, including strategy, investment and dividend policies,
gearing and corporate governance procedures, are reserved for the
approval of the Board.
Duncan Baxter is the Company’s Senior Independent Director. He is
available to Shareholders if they have concerns where contact through
the normal channels of the Chair or the Investment Manager is
inappropriate.
All committees’ terms of reference, the schedule of matters reserved
for the Board, the roles and responsibilities of the Chair and the roles
and responsibilities of the Senior Independent Director are available
on the Company’s website.
Director attendance
Directors have attended Board and Committee meetings during the year ended 30 June 2023 as follows:
Quarterly
Board
meetings
Ad Hoc
Board
Meeting
1
Audit
and Risk
Committee
meetings
Management
Engagement
Committee
meetings
Nomination
Committee
meetings
Remuneration
Committee
meetings
C Hitch (Chair)
4/4
4/4
3/3
1/1
1/1
1/1
D A H Baxter
4/4
2/4
3/3
1/1
1/1
1/1
W Dorman
4/4
3/4
3/3
1/1
1/1
1/1
I Cadby
4/4
4/4
3/3
1/1
1/1
1/1
J E Newlands
4/4
4/4
3/3
1/1
1/1
1/1
1
Ad hoc board meetings are sometimes called at short notice and only require the attendance of Jersey based directors, where possible the UK
based directors attend via telephone but do not count towards the quorum.
Nomination Committee
The Nomination Committee, chaired by Ian Cadby, operates within
clearly defined terms of reference, comprises the full Board and is
convened for the purpose of considering the appointment of additional
Directors as and when considered appropriate. In considering
appointments to the Board, the Nomination Committee takes into
account the ongoing requirements of the Company and the need to
have a balance of skills and experience within the Board.
Board evaluation
During the year, through the work of the Nomination Committee, the
Board engaged an independent external firm, Fletcher Jones Limited,
to facilitate a review of the Board, its Committees and the performance
of individual Directors, including the Chair. The process resulted in the
production of a report to the Board by Fletcher Jones Limited
summarising the findings of the review. The results of the report were
discussed by the Board following its completion. Following the
evaluation process, the Board believes that it continues to operate in an
efficient and effective manner with each Director making a significant
contribution to the Board. That said, the Board will always continue to
look at incremental improvements to its processes and succession
planning, including in relation to the diversity of the Board. The
Company and the Directors do not have any other relationships with
Fletcher Jones.
Diversity and inclusion
The Board believes in the benefits of having a diverse range of skills
and backgrounds and the need to have a balance of experience,
independence, diversity (including gender and ethnicity) and knowledge
of the Company on its Board and are endeavouring to meet diversity
targets.
23
ANNUAL REPORT 30 JUNE 2023
CQS NEW CITY HIGH YIELD FUND LIMITED
The Board and Committees
Directors’ Report and Governance Reports
At present none of the Board members are from minority ethnic
backgrounds which is below the target of one as prescribed by
LR 9.8.6R (9)(a). The Board are mindful of this and alongside knowledge
and expertise, this will form a key consideration when the Board next
recruits. The Nomination Committee is building diversity targets into
its succession plans.
Succession planning
A key duty of the Nomination Committee is to ensure plans are in place
for orderly succession to the Board. The Board has adopted a
succession plan scheduled to allow for an orderly refreshment of the
Board, with the intention that no director serves longer than nine
years, other than in exceptional circumstances. Our succession
planning takes into account gender and ethnic diversity targets.
Management Engagement Committee
The Management Engagement Committee, chaired by Duncan Baxter,
operates within clearly defined terms of reference, comprises the full
Board, reviews the appropriateness of the Investment Manager’s
continuing appointment together with the terms and conditions thereof
and reviews the terms and quality of service received from other
service providers.
The Board ensures the Company adheres to independent requirements
in all agreements and service contracts.
Remuneration Committee
The Remuneration Committee determines and agrees with the Board
the policy for the remuneration of all Directors. It is chaired by John
Newlands.
Audit and Risk Committee
The composition and role of the audit and risk committee is described
on page 26.
Relations with Shareholders
The Directors place a great deal of importance on communication with
Shareholders. The Annual Report and Financial Statements are widely
distributed to other parties who have an interest in the Company’s
performance. The Directors obtain regular feedback from the
Investment Manager and Broker regarding shareholder engagement
and will make themselves available to shareholders upon request.
Shareholders and investors may obtain up to date information on the
Company through the Investment Manager’s website. The Company
responds to letters from Shareholders on a wide range of issues and
invites questions at the Company’s Annual General Meeting.
A regular dialogue is maintained with the Company’s institutional
Shareholders. The Company Secretary is available to answer general
Shareholder queries at any time throughout the year.
By Order of the Board
Caroline Hitch
Chair
14 September 2023
The below tables set out the Board’s composition as at 30 June 2023, in terms of gender identity and ethnic background. The below text compares
this against the targets prescribed by LR 9.8.6R (9)(a).
Number of Board members
Percentage of the Board
Senior positions on the Board
(Senior Independent Director and Chair)
Men: 3
60%
Duncan Baxter
– Senior Independent Non-Executive Director
Women: 2
40%
Caroline Hitch
– Chair of the Board
Wendy Dorman
– Chair of the Audit and Risk Committee
Number of Board
members
Percentage
of the Board
Senior positions on the Board
(Senior Independent Director and Chair)
White British or other White
(including minority-white
groups)
5
100%
Duncan Baxter
– Senior Independent Non-Executive Director
Caroline Hitch
– Chair of the Board
Wendy Dorman
– Chair of the Audit and Risk Committee
Mixed/Multiple Ethnic Groups
Nil
N/A
N/A
Asian/Asian British
Nil
N/A
N/A
Black/African/Caribbean/
Black British
Nil
N/A
N/A
Other ethnic group, including
Arab
Nil
N/A
N/A
Not specified/ prefer not to say
Nil
N/A
N/A
24
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2023
Directors’ Report and Governance Reports
Statement of Compliance with the AIC Code
Statement of Compliance with the AIC Code
Introduction
The Company has a premium listing on the LSE and is therefore required to report on how the principles of the UK Code have been applied. Being
an investment company, a number of the provisions of the UK Corporate Governance Code (the “UK Code”) are not applicable as the Company has
no executive directors or internal operations.
The Board has considered the principles and provisions of the AIC Code. The AIC Code addresses all the principles and provisions set out in the
UK Code, as well as setting out additional provisions on issues that are of specific relevance to the Company.
The Board considers that reporting against the principles and provisions of the AIC Code provides more relevant information to stakeholders. The
AIC Code is available on the AIC’s website
www.theaic.co.uk
.
The Company has complied with all the principles and provisions of the AIC Code during the year ended 30 June 2023.
Set out below is where stakeholders can find further information within the Annual Report about how the Company has complied with the various
Principles and Provisions of the AIC Code.
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
19
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 and Risk Committee
26
Emerging and principal risks
9
Risk management and internal control systems
27
Going concern statement
14
Viability statement
14
5. Remuneration
Directors’ remuneration report
28
1
The Company did not appoint any new Directors during the year.
25
ANNUAL REPORT 30 JUNE 2023
CQS NEW CITY HIGH YIELD FUND LIMITED
Environmental, Social and Governance (“ESG”) Statement
Directors’ Report and Governance Reports
Environmental, Social and Governance (“ESG”) Statement
Introduction
The Company is a Jersey domiciled and UK LSE listed investment company whose objective is to provide investors with a high
gross dividend yield and the potential for capital growth by mainly investing in high yielding fixed interest securities. 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 portfolio, acknowledging that companies failing to manage these issues
adequately run a long-term risk to the sustainability of their businesses.
CQS (UK) LLP Responsible Investment Policy incorporating our ESG Statement
CQS (UK) LLP views ESG factors as significant drivers influencing financing costs, risk assessment valuations and performance. The assessment,
integration and engagement of ESG factors are a crucial part of the Investment Manager’s responsible investment commitment. By embedding
responsible investment into its investment process, the Investment Manager seeks to enhance its ability to identify value, investment opportunity,
risk and, critically, to generate the best possible returns and outcomes for its clients.
The Investment Manager is a signatory to the United Nations PRI, the UK Stewardship Code, the Net Zero Asset Managers’ initiative and the
Institutional Investors Group on Climate Change.
TCFD is a global initiative to promote consistent and transparent reporting of climate-related risks and opportunities by companies and financial
institutions. Starting in 2024, the Investment Manager will publish annual product-level TCFD reporting for the Company which will enable
investors to make informed choices based on consistent and comparable information about the climate impact of the Company.
At the time of writing 35.9% (2022: 29.0%) of the Company’s portfolio is covered by Morgan Stanley Capital International (“MSCI”) for their ESG
rating service. MSCI has a minimum 50% threshold for fixed interest portfolios before the Investment Manager is able to provide a meaningful
MSCI ESG fund rating for the portfolio. The Investment Manager monitors this closely and engage to try and further increase the percentage of
the portfolio covered.
The Investment Manager has a three-pronged approach to engagement - Targeted Engagement Programmes which map key objectives for
priority companies to the UN Sustainable Development Goals, day-to-day engagement as part of the research process and collaborative
engagements. Key engagements are monitored and discussed at quarterly Engagement Group meetings and cover environmental, social and
governance topics.
An example of this engagement for the Company over the reporting period was the Investment Manager’s participation in the 2022 CDP (Carbon
Disclosure Project) Non-Disclosure Campaign. The campaign was a collaboration of 263 financial institutions directly engaging with 1,468 of the
highest impact companies not currently disclosing environmental data through CDP. The Investment Manager co-signed letters to 63 companies
and led on the engagements with 18 of these companies, including a holding within the Company, to encourage better environmental disclosures.
As a result of the campaign, 390 companies (27%) in the campaign made disclosures on at least one of the key environmental issues including
climate, water and forests.
CQS (UK) LLP has published its Responsible Investment Policy and a link to that policy can be found here:
https://www.cqs.com/documents/cqs-responsible-investment-policy-february-2023.pdf
26
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2023
Directors’ Report and Governance Reports
Report of the Audit and Risk Committee
Membership and meetings
The Audit and Risk Committee (“the Committee”) is chaired by Wendy
Dorman and comprises the full Board. Committee members have
recent and relevant financial experience. The terms of reference of the
Committee are reviewed and re-assessed for their adequacy on an
annual basis.
The AIC Code requires audit committees who include the Chair of the
Board as a member of the Committee to explain why this is felt to be
appropriate. The Chair, Caroline Hitch, is a member of the Committee.
Caroline was considered independent of the Company on her
appointment to the Board in March 2018 and the Committee is satisfied
that she remains independent and objective. Her membership of the
Committee is deemed appropriate given the size and nature of the
Company. The Committee does not believe it compromises the integrity
of the Committee or the Board.
The Committee held three scheduled meetings during the year, as well
as a number of ad hoc meetings. Meetings were attended, by invitation,
by the Investment Manager, external auditor and members of the
client service team of the Administrator.
Role of the Audit and Risk Committee
A summary of the Committee’s main audit review functions is shown
below:
• to review and monitor the internal control systems and risk
management systems on which the Company is reliant;
• to consider annually whether there is a need for the Company to
have its own internal audit function;
• to monitor the integrity of the half-yearly and annual Financial
Statements of the Company by reviewing and challenging where
necessary, the actions and judgements of the Investment
Manager, the Company Secretary and the Administrator;
• to advise the Board on whether the annual report and accounts,
taken as a whole, is fair, balanced and understandable and
provides the information necessary for Shareholders to assess
the
Company’s
strategy,
business
model,
position
and
performance;
• to meet with the external Auditor to review their proposed audit
programme of work and their findings. The Board shall also use
this as an opportunity to assess the effectiveness of the audit
process;
• to make recommendations in relation to the appointment of the
external Auditor and to approve the remuneration and terms of
engagement of the external Auditor;
• to
monitor
and
review
annually
the
external
Auditor’s
independence,
objectivity,
effectiveness,
resources
and
qualification; and
• to consider and approve all non-audit services. No non-audit
services are pre-approved.
Annual Report and Financial Statements
The Board is ultimately responsible for the Annual Report and
Financial Statements. The Committee advises the Board on the form
and content of the Annual Report and Financial Statements, any issues
which may arise and any specific areas which require judgement.
The Company has adopted and reports against the AIC Code. The
Committee oversaw the work performed by the Company Secretary in
ensuring that the Company is in compliance with the principles and
provisions of the AIC Code, which is reported on in the Statement of
Compliance with the AIC Code section on page 12.
The valuation of investments was a key area of focus given their
significance to the Financial Statements as a whole. Following
discussion with the Investment Manager and external auditor, the
Committee gained comfort over the valuation as included in the Annual
Report and Financial Statements.
The Committee reviewed and considered the Annual Report and
Accounts to be fair, balanced and understandable and recommended
the Board’s approval.
External auditor
KPMG were appointed as the Company’s external auditor at the
inception of the Company in 2007. A tender process was carried out in
2016 following which the appointment of KPMG was re-affirmed.
In anticipation of the mandatory rotation requirement after a maximum
limit of 20 years, the Committee decided to re-tender the audit this
year. Three firms were invited to present their audit proposal and after
taking into account audit efficiency and effectiveness, use of technology
and experience of the team it was decided to appoint PwC.
The Committee has maintained oversight of the audit transition and we
are grateful to both PwC and KPMG, as well as our Administrator
BNPP, for ensuring a smooth transition. As part of the tender process
we confirmed PwC’s independence before their appointment.
In the May 2023 Committee meeting, PwC presented their plan for the
audit of the Financial Statements for the year ended 30 June 2023 and
this was discussed with and agreed by the Committee. At the
conclusion of the audit, PwC discussed with the Committee their audit
findings and recommendations. PwC did not highlight any issues to the
Committee which would cause it to qualify its audit report. PwC issued
an unmodified audit report which is included on pages 29 to 33.
As part of the review of auditor independence and effectiveness, PwC
has confirmed that it is independent of the Company and has complied
with relevant auditing standards. In evaluating PwC, the Committee
has taken into consideration the standing, skills and experience of the
firm and the audit team. The Committee, from direct observation and
enquiry of the Investment Manager and the Administrator, are satisfied
that PwC provided effective independent challenge in carrying out its
responsibilities. The Committee chair, Wendy Dorman was a former
tax partner with PwC. She retired from the partnership in 2015 and has
no residual connection with the firm. No non-audit services were
provided to the Company by PwC during the year.
Following professional guidelines, the audit engagement partner
rotates after a maximum of five years. The current audit engagement
partner is Mike Byrne and it is his first year as audit engagement
partner for the Company.
Significant risks related to the Financial Statements
The main area of accounting risk considered by the Committee during
the year in relation to the Company’s Financial Statements was the
valuation of investments held by the Company.
The valuation of investments is undertaken in accordance with the
accounting policies as set out in note 1. Details of the fair value
hierarchy are set out in note 22.
Report of the Audit and Risk Committee
27
ANNUAL REPORT 30 JUNE 2023
CQS NEW CITY HIGH YIELD FUND LIMITED
ESG statement of the Company
Directors’ Report and Governance Reports
In order to address this risk, the Company has appointed an Investment
Manager and Custodian with clearly defined contracts and any
breaches of these, or any law or regulation which the Company is
required to comply with, are reported to the Board. The portfolio
holdings and their pricing are reviewed on a daily basis and verified by
the Investment Manager.
A full portfolio is prepared for each Board meeting, including a detailed
movement of the top 60 holdings, which is actively commented on and
discussed by the Directors.
Internal controls
The Committee, on behalf of the Board, is responsible for the
Company’s system of internal control and for reviewing its
effectiveness. There is an ongoing process for identifying, evaluating
and managing the significant risks faced by the Company. This process
has been in place for the year under review and up to the date of
approval of this Annual Report and is regularly reviewed by the Board
and accords with Financial Reporting Council’s Guidance.
The significant principal and emerging risks faced by the Company,
together with mitigating controls, are set out on pages 9 to 11.
The key components designed to provide effective internal control are
outlined below:
• the Administrator together with the Investment Manager prepare
forecasts and management accounts which allow the Board to
assess the Company’s activities and review its performance;
• the Board and Investment Manager have agreed clearly defined
investment criteria, specified levels of authority and exposure
limits. Reports on these issues, including performance statistics
and investment valuations, are regularly submitted to the Board
and there are meetings with the Investment Manager as
appropriate;
• the Administrator carried out compliance checks throughout the
year in accordance with a Compliance Monitoring Plan approved
annually by the Board;
• as a matter of course the Investment Manager’s compliance
department continually reviews the Investment Manager’s
operations and reports to the Board on an annual basis and by
exception;
• written agreements are in place which specifically define the
roles and responsibilities of the Investment Manager, Company
Secretary, Administrator and other third party service providers;
• the Board has considered the need for an internal audit function
but because of the compliance and internal control systems in
place at the Investment Manager, the Company Secretary and the
Administrator, has decided to place reliance on the Investment
Manager’s, the Company Secretary’s and the Administrator’s
systems and internal audit procedures.
In February 2023, the Board held a strategy and due diligence meeting
at the offices of the Investment Manager. This provided an opportunity
to discuss the portfolio and strategy in depth and consider the
implications of current market conditions for our Company.
Discussions were held with various members of the Investment
Manager’s team and with our Brokers who updated the Board on
developments in the market and in our sector.
During the year the Directors carried out an annual assessment of
internal controls for each of their service providers namely the
Investment Manager, the Company Secretary, the Administrator, the
Registrar, the Broker, Jersey and United Kingdom legal advisors and
considered documentation from each. The Committee assessed the
control environment as sufficiently robust to mitigate any ongoing
impact of current economic environment on the Company, together
with heightened and increasing risk of cyber security and AI.
The Directors received and reviewed the BNP Paribas’ internal controls
framework for the year and were pleased to note that no significant
issues were identified. The Administrator confirmed that their internal
controls were reviewed on an ongoing basis which was overseen by the
Group’s internal audit team. The Administrator has established an IT
Governance framework that is based on a set of Level 2 procedures
and IT operations.
Internal control systems are designed to meet the Company’s
particular needs and the risks to which it is exposed. Accordingly, the
internal control systems are designed to manage rather than eliminate
the risk of failure to achieve business objectives and by their nature
can only provide reasonable and not absolute assurance against
misstatement and loss.
Wendy Dorman
Chair of the Audit and Risk Committee
14 September 2023
28
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2023
Directors’ Report and Governance Reports
Directors’ Remuneration Report
Directors’ Remuneration Report
Remuneration Committee
The Remuneration Committee, which is chaired by John Newlands,
operates within clearly defined terms of reference. The Committee
comprises the full Board.
The remuneration of the Directors has been set in order to attract
individuals of a calibre appropriate to the future development of the
Company. The Company’s policy on Directors’ remuneration, together
with details of the remuneration of each Director, is shown below.
Policy on Directors’ remuneration
The Company’s Articles of Association limit the aggregate fees payable
to the Board to a total of £250,000 per annum. Subject to this overall
limit, it is the Company’s policy that the remuneration of non-executive
Directors should reflect the experience of the Board as a whole, be fair
and comparable to that of other relevant investment companies that
are similar in size and have similar investment objectives and
structures. Furthermore, the level of remuneration should be sufficient
to attract and retain the Directors needed to oversee properly the
Company and to reflect the specific circumstances of the Company, the
duties and responsibilities of the Directors and the value and amount
of time committed to the Company’s affairs. It is intended that this
policy will continue for the year ending 30 June 2024 and subsequent
years.
On 25 May 2023, the Board approved an increased level of remuneration
for the Directors with effect from 1 July 2023 as follows:
Chair
£45,000
Audit Chair
£39,000
Other
£32,500
No element of the Directors’ remuneration is performance related.
No Director past or present has any entitlement to pensions and the
Company has not awarded any share options or long-term performance
incentives to any of the Directors.
It is the Board’s policy that Directors do not have service contracts, but
new Directors are provided with a letter of appointment.
Directors’ emoluments
The Directors who served in the year received the following fees:
2023
£
2022
£
C Hitch
(Chair)
42,500
42,500
D A H Baxter
30,000
30,000
I Cadby
30,000
30,000
W Dorman
(Audit and
Risk Committee Chair)
36,500
36,500
J E Newlands
30,000
30,000
Totals
169,000
169,000
The amounts paid by the Company to the Directors were for services as
non-executive Directors.
Voting at AGM
An ordinary resolution for the approval of this Directors’ Remuneration
Report will be put to an advisory shareholder vote at the forthcoming
AGM.
Approval
The Directors’ Remuneration Report on page 28 was approved by the
Board of Directors and signed on its behalf.
On behalf of the Board
Caroline Hitch
Chair
14 September 2023
29
ANNUAL REPORT 30 JUNE 2023
CQS NEW CITY HIGH YIELD FUND LIMITED
Independent Auditor’s Report to the members of CQS New City High Yield Fund Limited
Independent Auditor’s Report
Our opinion
In our opinion, the financial statements give a true and fair view of the
financial position of CQS New City High Yield Fund Limited (the
“company”) as at 30 June 2023, and of its financial performance and its
cash flows for the year then ended in accordance with International
Financial Reporting Standards as adopted by the European Union and
have been properly prepared in accordance with the requirements of
the Companies (Jersey) Law 1991.
What we have audited
The company’s financial statements comprise:
• the statement of financial position as at 30 June 2023;
• the statement of comprehensive income for the year then ended;
• the statement of changes in equity for the year then ended;
• the cash flow statement for the year then ended; and
• the notes to the financial statements, which include significant
accounting policies and other explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on
Auditing (“ISAs”). Our responsibilities under those standards are
further described in the
Auditor’s responsibilities for the audit of the
financial statements
section of our report.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Independence
We are independent of the company in accordance with the ethical
requirements that are relevant to our audit of the financial statements
of the company, as required by the Crown Dependencies’ Audit Rules
and Guidance. We have fulfilled our other ethical responsibilities in
accordance with these requirements.
Our audit approach
Overview
Audit scope
• The company is an investment company, incorporated and based in
Jersey, with ordinary shares listed on the Main Market of the London
Stock Exchange.
We conducted our audit of the financial statements using information
provided by BNP Paribas S.A., Jersey Branch (the “administrator”)
and CQS (UK) LLP, (the “manager”).
• Our audit work was performed in Jersey. We tailored the scope of
our risk-based audit considering the types of investments held by
the company, the accounting processes and controls, and the
industry in which the company operates.
Key audit matters
• Valuation and ownership of financial assets at fair value through
profit or loss.
• Investment income recognition.
Materiality
• Overall materiality: £2,404,000 based on 1% of net asset value.
• Performance materiality: £1,202,000.
The scope of our audit
As part of designing our audit, we determined materiality and assessed
the risks of material misstatement in the financial statements. In
particular, we considered where the directors made subjective
judgements; for example, in respect of significant accounting estimates
that involved making assumptions and considering future events that
are inherently uncertain. As in all of our audits, we also addressed the
risk of management override of internal controls, including among
other matters, consideration of whether there was evidence of bias
that represented a risk of material misstatement due to fraud.
Key audit matters
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to fraud)
identified by the auditors, including those which had the greatest effect
on: the overall audit strategy; the allocation of resources in the audit;
and directing the efforts of the engagement team. These matters, and
any comments we make on the results of our procedures thereon,
were addressed in the context of our audit of the financial statements
as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters.
Independent
auditor’s report
to the Members of CQS New City High Yield Fund
Limited
30
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2023
Independent Auditor’s Report
Independent Auditor’s Report to the members of CQS New City High Yield Fund Limited
This is not a complete list of all risks identified by our audit.
Key audit matter
How our audit addressed the key audit matter
Valuation and ownership of financial assets at fair value through
profit or loss
Refer to Note 1 (Accounting policies), Note 9 (Financial assets at fair
value through profit or loss), and Note 22 (Fair value hierarchy) to the
financial statements
We focused on the valuation and ownership of financial assets at fair
value through profit or loss (“investments”) because investments
represent the principal element of the net asset value as disclosed on
the statement of financial position in the financial statements.
The valuation of investments drives several key performance
indicators, such as net asset value, which is of significant interest to
investors. Items classified as being level 1 or level 2 in the fair value
hierarchy together comprise 99.96% of the investment portfolio.
The nature of level 1 and level 2 investment valuations is not deemed
to be complex as they are based primarily on quoted prices from
independent pricing sources. However, the magnitude of the amounts
involved means that there is potential for material misstatement. If
the investments recorded were found not to represent what was
owned by the company, this could have a significant impact on the
financial statements.
We understood and evaluated the design and implementation of
controls over the valuation of investments at the administrator for the
level 1 and level 2 investments.
We assessed the accounting policy for valuation of investments for
compliance with applicable accounting standards and assessed
whether investments had been accounted for in accordance with the
stated accounting policy.
We used independent third-party pricing sources to recalculate the
valuation of all level 1 and level 2 positions within the investment
portfolio and compared it to the valuation performed by manage-
ment.
For 100% of the investment portfolio, we obtained an independent
third-party confirmation from the company’s custodian and com-
pared it to the company’s records of investment ownership.
We have no matters to report.
Investment Income recognition
Refer to Note 1 (Accounting Policies) and Note 2 (Investment Income)
to the financial statements.
Investment income is earned primarily through interest generated
from fixed interest securities and dividend income recognised in the
year. The calculation and recognition of income receipts and accrued
income is not considered to be complex.
We identified the accuracy, occurrence and completeness of income
from fixed interest securities and dividend income to be a key audit
matter, because the incomplete or inaccurate recognition of income
could have a material impact on the company’s financial performance
for the year.
We assessed the accounting policy for income recognition for
compliance with applicable accounting standards and assessed
whether income had been accounted for in accordance with the
stated accounting policy.
For a sample of fixed interest securities, we traced the rates of
interest to independent sources and recalculated the income
recognised by the company.
For a sample of equity dividends, we traced the dividend per share to
independent sources and recalculated the income recognised by the
company.
We traced a sample of income receipts to bank statements for income
received, and the accrued income listing for items accrued at the
year-end.
To address the risk of incomplete income recognition, using the
investment ledger of investments held by the company throughout
the year ended 30 June 2023, for a sample of investments, reconciled
the income recognised by the company to independent information on
the income declared by each investment within the sample, based on
the holding at the ex-dates, including testing accrued income as at
30 June 2023.
We have no matters to report.
31
ANNUAL REPORT 30 JUNE 2023
CQS NEW CITY HIGH YIELD FUND LIMITED
Independent Auditor’s Report to the members of CQS New City High Yield Fund Limited
Independent Auditor’s Report
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough
work to be able to give an opinion on the financial statements as a
whole, taking into account the structure of the company, the accounting
processes and controls, the industry in which the company operates,
and we considered the risk of climate change and the potential impact
thereof on our audit approach.
Materiality
The scope of our audit was influenced by our application of materiality.
We set certain quantitative thresholds for materiality. These, together
with qualitative considerations, helped us to determine the scope of
our audit and the nature, timing and extent of our audit procedures on
the individual financial statement line items and disclosures and in
evaluating the effect of misstatements, both individually and in
aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for
the financial statements as a whole as follows:
Overall materiality
£2,404,000
How we determined it
1% of net asset value
Rationale for
benchmark applied
We believe that net assets is the most
appropriate benchmark because this is a
key metric of interest to investors. It is
also a generally accepted measure used
for companies in this industry.
We use performance materiality to reduce to an appropriately low level
the probability that the aggregate of uncorrected and undetected
misstatements exceeds overall materiality. Specifically, we use
performance materiality in determining the scope of our audit and the
nature and extent of our testing of account balances, classes of
transactions and disclosures, for example in determining sample
sizes. Our performance materiality was 50% of overall materiality,
amounting to £1,202,000 for the company financial statements.
In determining the performance materiality, we considered a number
of factors – risk assessment and aggregation risk and the effectiveness
of controls - and concluded that an amount at the lower end of our
normal range was appropriate.
We agreed with the Audit and Risk Committee that we would report to
them misstatements identified during our audit above £120,000 as well
as misstatements below that amount that, in our view, warranted
reporting for qualitative reasons.
Reporting on other information
The other information comprises all the information included in the
Annual Report & Financial Statements (the “Annual Report”) but does
not include the financial statements and our auditor’s report thereon.
The directors are responsible for the other information.
Our opinion on the financial statements does not cover the other
information and we do not express any form of assurance conclusion
thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the
financial statements or our knowledge obtained in the audit, or
otherwise appears to be materially misstated. If, based on the work we
have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact. We have
nothing to report based on these responsibilities.
Responsibilities for the financial statements and the
audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of Directors’ Responsibilities
in respect of the Annual Report and Financial Statements, the directors
are responsible for the preparation of the financial statements that give
a true and fair view in accordance with International Financial Reporting
Standards as adopted by the European Union, the requirements of
Jersey law and for such internal control as the directors determine is
necessary to enable the preparation of financial statements that are
free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the directors either
intend to liquidate the company or to cease operations, or have no
realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether the
financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance
with ISAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered
material if, individually or in aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the
basis of these financial statements.
Our audit testing might include testing complete populations of certain
transactions and balances, possibly using data auditing techniques.
However, it typically involves selecting a limited number of items for
testing, rather than testing complete populations. We will often seek to
target particular items for testing based on their size or risk
characteristics. In other cases, we will use audit sampling to enable us
to draw a conclusion about the population from which the sample is
selected.
As part of an audit in accordance with ISAs, we exercise professional
judgement and maintain professional scepticism throughout the audit.
We also:
• Identify and assess the risks of material misstatement of the
financial statements, whether due to fraud or error, design and
perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our
opinion. The risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in
order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on
the effectiveness of the company’s internal control.
• Evaluate the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures
made by the directors.
32
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2023
Independent Auditor’s Report
Independent Auditor’s Report to the members of CQS New City High Yield Fund Limited
• Conclude on the appropriateness of the directors’ use of the going
concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the company’s ability to
continue as a going concern over a period of at least twelve months
from the date of approval of the financial statements. If we conclude
that a material uncertainty exists, we are required to draw attention
in our auditor’s report to the related disclosures in the financial
statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained
up to the date of our auditor’s report. However, future events or
conditions may cause the company to cease to continue as a going
concern.
• Evaluate the overall presentation, structure and content of the
financial statements, including the disclosures, and whether the
financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with a statement that
we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and
other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance,
we determine those matters that were of most significance in the audit
of the financial statements of the current period and are therefore the
key audit matters. We describe these matters in our auditor’s report
unless law or regulation precludes public disclosure about the matter
or when, in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh
the public interest benefits of such communication.
Use of this report
This report, including the opinions, has been prepared for and only for
the members as a body in accordance with Article 113A of the
Companies (Jersey) Law 1991 and for no other purpose. We do not, in
giving these opinions, accept or assume responsibility for any other
purpose or to any other person to whom this report is shown or into
whose hands it may come save where expressly agreed by our prior
consent in writing.
Report on other legal and regulatory requirements
Company Law exception reporting
Under the Companies (Jersey) Law 1991 we are required to report to
you if, in our opinion:
we have not received all the information and explanations we require
for our audit;
• proper accounting records have not been kept; or
• the financial statements are not in agreement with the accounting
records.
We have no exceptions to report arising from this responsibility.
Corporate governance statement
The Listing Rules require us to review the directors’ statements in
relation to going concern, longer-term viability and that part of the
corporate governance statement relating to the company’s compliance
with the provisions of the UK Corporate Governance Code specified for
our review. Our additional responsibilities with respect to the corporate
governance statement as other information are described in the
Reporting on other information section of this report.
The company has reported compliance against the 2019 AIC Code of
Corporate Governance (the “Code”) which has been endorsed by the
UK Financial Reporting Council as being consistent with the UK
Corporate Governance Code for the purposes of meeting the company’s
obligations, as an investment company, under the Listing Rules of the
FCA.
Based on the work undertaken as part of our audit, we have concluded
that each of the following elements of the corporate governance
statement, included within the Strategic Report, is materially
consistent with the financial statements and our knowledge obtained
during the audit, and we have nothing material to add or draw attention
to in relation to:
• The directors’ confirmation that they have carried out a robust
assessment of the emerging and principal risks;
• The disclosures in the Annual Report that describe those principal
risks, what procedures are in place to identify emerging risks and an
explanation of how these are being managed or mitigated;
• The directors’ statement in the financial statements about whether
they considered it appropriate to adopt the going concern basis of
accounting in preparing them, and their identification of any material
uncertainties to the company’s ability to continue to do so over a
period of at least twelve months from the date of approval of the
financial statements;
• The directors’ explanation as to their assessment of the company’s
prospects, the period this assessment covers and why the period is
appropriate; and
• The directors’ statement as to whether they have a reasonable
expectation that the company will be able to continue in operation
and meet its liabilities as they fall due over the period of its
assessment, including any related disclosures drawing attention to
any necessary qualifications or assumptions.
Our review of the directors’ statement regarding the longer-term
viability of the company was substantially less in scope than an audit
and only consisted of making inquiries and considering the directors’
process supporting their statements; checking that the statements are
in alignment with the relevant provisions of the Code and considering
whether the statement is consistent with the financial statements and
our knowledge and understanding of the company and its environment
obtained in the course of the audit.
In addition, based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the corporate
governance statement is materially consistent with the financial
statements and our knowledge obtained during the audit:
• The directors’ statement that they consider the Annual Report,
taken as a whole, is fair, balanced and understandable, and provides
the information necessary for the members to assess the company’s
position, performance, business model and strategy;
• The section of the Annual Report that describes the review of
effectiveness of risk management and internal control systems; and
33
Independent Auditor’s Report to the members of CQS New City High Yield Fund Limited
Independent Auditor’s Report
ANNUAL REPORT 30 JUNE 2023
CQS NEW CITY HIGH YIELD FUND LIMITED
• The section of the Annual Report describing the work of the Audit
and Risk Committee.
We have nothing to report in respect of our responsibility to report
when the directors’ statement relating to the company’s compliance
with the Code does not properly disclose a departure from a relevant
provision of the Code specified under the Listing Rules for review by
the auditors.
Michael Byrne
For and on behalf of PricewaterhouseCoopers CI LLP
Chartered Accountants and Recognized Auditor
Jersey, Channel Islands
14 September 2023
Statement of Comprehensive Income
For the year ended 30 June 2023
Year ended
30 June 2023
Year ended
30 June 2022
Notes
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Net capital gains/(losses)
Losses on financial assets at fair value
9
-
(17,988)
(17,988)
-
(14,459)
(14,459)
Foreign exchange (loss)/gain
1
-
(252)
(252)
-
61
61
Revenue
Investment income
2
26,229
-
26,229
22,362
-
22,362
Total income
26,229
(18,240)
7,989
22,362
(14,398)
7,964
Expenses
Investment management fee
3
(1,591)
(530)
(2,121)
(1,595)
(531)
(2,126)
Other expenses
4
(647)
(89)
(736)
(772)
(75)
(847)
Total expenses
(2,238)
(619)
(2,857)
(2,367)
(606)
(2,973)
Profit/(loss) before finance income/
(costs) and taxation
23,991
(18,859)
5,132
19,995
(15,004)
4,991
Finance income/(costs)
Interest income
124
-
124
1
-
1
Interest expense
5
(1,167)
(389)
(1,556)
(456)
(152)
(608)
Profit/(loss) before taxation
22,948
(19,248)
3,700
19,540
(15,156)
4,384
Irrecoverable withholding tax
6
(505)
-
(505)
(377)
-
(377)
Profit/(loss) after taxation and total
comprehensive income/(loss)
22,443
(19,248)
3,195
19,163
(15,156)
4,007
Basic and diluted earnings/(losses)
per ordinary share (pence)
8
4.51p
(3.87)p
0.64p
4.16p
(3.29)p
0.87p
1
Excludes foreign exchange gains and losses on financial assets at fair value through profit and loss which are presented within losses on
financial assets at fair value
The total column of this statement represents the Company’s Statement of Comprehensive Income, prepared in accordance with IFRS as adopted
by the EU (refer to note 1). The supplementary revenue return and capital return columns are both prepared under guidance published by the AIC.
There is no other comprehensive income as all income is recorded in the Statement of Comprehensive Income above.
All revenue and capital items in the above statement are derived from continuing operations.
No operations were acquired or discontinued in the year.
The accompanying notes on pages 38 to 52 are an integral part of these Financial Statements.
34
Financial Statements
Statement of Comprehensive Income
ANNUAL REPORT 30 JUNE 2023
CQS NEW CITY HIGH YIELD FUND LIMITED
35
Statement of Financial Position
Financial Statements
ANNUAL REPORT 30 JUNE 2023
CQS NEW CITY HIGH YIELD FUND LIMITED
Statement of Financial Position
As at 30 June 2023
Notes
As at
30 June
2023
£’000
As at
30 June 2022
£’000
Non-current assets
Financial assets at fair value through profit or loss
9
266,011
263,393
Current assets
Debtors and other receivables
10
7,010
3,819
Cash and cash equivalents
6,597
3,985
13,607
7,804
Total assets
279,618
271,197
Non-current liabilities
Bank loan
11
-
(33,000)
Current liabilities
Bank loan
11
(35,000)
-
Creditors and other payables
12
(4,187)
(3,211)
Total liabilities
(39,187)
(36,211)
Net asset value
240,431
234,986
Stated capital and reserves
Stated capital account
13
244,884
220,649
Special distributable reserve
50,385
50,385
Capital reserve
(70,858)
(51,610)
Revenue reserve
16,020
15,562
Equity Shareholders’ funds
240,431
234,986
Net asset value per ordinary share (pence)
15
45.83p
49.30p
The Financial Statements on pages 34 to 52 were approved by the Board of Directors and authorised for issue on 14 September 2023 and were
signed on its behalf by:
Caroline Hitch
Chair
14 September 2023
The accompanying notes on pages 38 to 52 are an integral part of these Financial Statements.
36
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2023
Financial Statements
Statement of Changes in Equity
Statement of Changes in Equity
For the year ended 30 June 2023
Notes
Stated
capital
account
1
£’000
Special
distributable
reserve
2
£’000
Capital
reserve
1
£’000
Revenue
reserve
3
£’000
Total
£’000
At 1 July 2022
220,649
50,385
(51,610)
15,562
234,986
Total comprehensive
income for the year:
Profit/(loss) for the year
-
-
(19,248)
22,443
3,195
Transactions with owners recognised directly in equity:
Dividends paid
7
-
-
-
(21,985)
(21,985)
Net proceeds from issue of shares
13
24,235
-
-
-
24,235
At 30 June 2023
244,884
50,385
(70,858)
16,020
240,431
For the year ended 30 June 2022
Notes
Stated
capital
account
1
£’000
Special
distributable
reserve
2
£’000
Capital
reserve
1
£’000
Revenue
reserve
3
£’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
1
Following a change in Companies (Jersey) Law 1991 effective 27 June 2008, dividends can be paid out of any capital account of the Company
subject to certain solvency restrictions. However, it is the Company’s policy to account for revenue items and pay dividends, drawing where
necessary from a separate revenue reserve.
2
The balance on the special distributable reserve of £50,385,000 (2022: £50,385,000) is treated as distributable profits available to be used for all
purposes permitted by Jersey Company Law including the buying back of ordinary shares, the payment of dividends and the payment of preliminary
expenses.
3
The balance on the revenue reserve of £16,020,000 (2022: £15,562,000) is available for paying dividends.
The accompanying notes on pages 38 to 52 are an integral part of these Financial Statements.
37
ANNUAL REPORT 30 JUNE 2023
CQS NEW CITY HIGH YIELD FUND LIMITED
Cash Flow Statement
Financial Statements
Cash Flow Statement
For the year ended 30 June 2023
Notes
Year ended
30 June
2023
£’000
Year ended
30 June
2022
£’000
Operating activities
Profit before taxation
1
3,700
4,384
Adjustments to reconcile profit before taxation to net cash flows:
Realised losses/(gains) on financial assets at fair value through profit or loss
9
1,273
(3,631)
Unrealised losses on financial assets at fair value through profit or loss
9
16,715
18,090
Effective interest adjustment
9
(243)
(154)
Foreign exchange loss/(gain)
252
(61)
Finance costs
1
1,432
607
Purchase of financial assets at fair value through profit or loss
2
(77,242)
(110,433)
Proceeds from sale of financial assets at fair value through profit or loss
3
57,170
85,833
Changes in working capital
Increase in other receivables
(3,191)
(508)
Increase in other payables
657
2,266
Irrecoverable withholding tax paid
(505)
(377)
Net cash generated from/(used in) operating activities
18
(3,984)
Financing activities
Dividends paid
7
(21,985)
(20,432)
Drawdown of bank loan
11
2,000
-
Finance costs
(1,404)
(595)
Proceeds from issuance of ordinary shares
4
13
24,235
17,508
Net cash generated from/(used in) financing activities
2,846
(3,519)
Increase/(decrease) in cash and cash equivalents
2,864
(7,503)
Cash and cash equivalents at the start of the year
3,985
11,427
Exchange (loss)/gain
(252)
61
Cash and cash equivalents at the end of the year
6,597
3,985
1
For the comparative year, in accordance with IAS 7 Statement of Cash Flows, the Cash Flow Statement has been re-presented to start with ‘profit
before taxation’ of £4,384,000 instead of ‘profit before finance income/costs and taxation’ of £4,991,000. Subsequently, ‘finance costs’ of £607,000
have been added under ‘Adjustments to reconcile profit before taxation to net cash flows’.
Included within profit before taxation is dividend income of £4,964,000 (2022: £3,684,000) and interest income of £21,265,000 (2022: £18,678,000).
2
Amounts due to brokers as at 30 June 2023 relating to purchases of financial assets at fair value through profit amounted to £904,000 (2022:
£613,000).
3
Amounts due from brokers as at 30 June 2023 relating to sales of financial assets at fair value through profit amounted to £nil (2022: £nil).
4
Amounts due on new share issuance not yet received as at 30 June 2023 amounted to £nil (2022: £nil).
The accompanying notes on pages 38 to 52 are an integral part of these Financial Statements.
38
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2023
Financial Statements
Notes to the Financial Statements
Notes to the Financial Statements
1 Accounting Policies
(a) Basis of accounting
These Financial Statements have been prepared in accordance with IFRS as adopted by the EU and in accordance with the guidance set out in the
SORP: Financial Statements of Investment Trust Companies and Venture Capital Trusts issued by the AIC in November 2014 and updated most
recently in July 2022 with consequential amendments. Notwithstanding that the Company is not an investment trust company, given the purpose
of the Company and certain similar characteristics, the Company has chosen to follow the guidance set out in the SORP where it is consistent with
the requirements of IFRS.
The functional and reporting currency of the Company is pound sterling because that is the primary economic environment in which the Company
operates. The Financial Statements and notes are presented in pound sterling and are rounded to the nearest thousand except where otherwise
indicated.
The Financial Statements have been prepared on the historical cost basis, except that investments are stated at fair value and categorised as
financial assets at fair value through profit or loss.
Going concern
At each AGM of the Company, Shareholders are given the opportunity to vote on an ordinary resolution to continue the Company as an investment
company. If any such resolution is not passed, the Board will put forward proposals at an extraordinary general meeting to liquidate or otherwise
reconstruct or reorganise the Company. Given the performance of the Company, input from the Company’s major Shareholders and its Broker and
considering that 98% of the Shareholder’s votes at the last AGM held on 1 December 2022, were in favour of the continuation of the Company, the
Board considers it likely that Shareholders will vote in favour of continuation at the forthcoming AGM.
The Company’s existing loan facility as detailed on page 44, is of an amount of up to £45,000,000 and is due to mature on 17 December 2023 after
which it is anticipated the Company will take out a new facility on comparable terms. After making enquiries of the Investment Manager and
having considered the Company’s investment objective, nature of the investment portfolio, loan facility, expenditure projections and the impact of
the current geo-political and market uncertainty on the Company, the Directors consider that the Company has adequate resources to continue
in operational existence for the foreseeable future. For this reason the Directors continue to adopt the going concern basis in preparing the
Financial Statements, notwithstanding that the Company is subject to an annual continuation vote as described above.
Accounting developments
Standards and amendments to existing standards effective in current year
There were no new standards, amendments or interpretations that are effective for the financial year beginning 1 July 2022 which the Directors
consider to have a material impact on the Financial Statements of the Company.
Standards and amendments becoming effective in future periods
The following standards become effective in future accounting periods and have not been adopted by the Company:
Standards
Effective for
periods beginning
on or after
• IFRS 17 Insurance Contracts
1 January 2023
• Amendments to IFRS 17
1 January 2023
• Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2)
1 January 2023
• Definition of Accounting Estimate (Amendments to IAS 8)
1 January 2023
• Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction – Amendments to IAS 12
Income Taxes
1 January 2023
• Initial Application of IFRS 17 and IFRS 9 – Comparative Information (Amendments to IFRS 17)
1 January 2023
• Classification of liabilities as current or non-current (Amendments to IAS 1)
1 January 2024
• Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)
1 January 2024
• Non-current Liabilities with Covenants (Amendments to IAS 1)
1 January 2024
• Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (Amendments to
IFRS 10 and IAS 28)
Optional
The Directors believe that the application of these amendments and interpretations will not materially impact the Company’s Financial Statements
when they become effective.
Critical accounting estimates and judgements
The preparation of the Financial Statements necessarily requires the exercise of judgement both in application of accounting policies which are
set out below and in the selection of assumptions used in the calculation of estimates. These estimates and judgements are reviewed on an
39
ANNUAL REPORT 30 JUNE 2023
CQS NEW CITY HIGH YIELD FUND LIMITED
Notes to the Financial Statements
Financial Statements
ongoing basis and are continually evaluated based on historical experience and other factors. However, actual results may differ from these
estimates.
The valuation of financial assets involves estimation and judgements. The major part of the Company’s financial assets is its financial assets held
at fair value through profit or loss which are valued by reference to listed and quoted bid prices, however some of these financial assets are thinly
traded. Such financial assets are best valued by reference to current market price quotes provided by independent brokers. The Directors may
overlay such prices with situation specific adjustments including (a) taking a second independent opinion on a specific investment, or (ii) reducing
the value to a net present value, to reflect the likely time to be taken to realise a stock which the Company is actively looking to sell. The outturn
is reflected in the valuations of investments as set out in note 22 to the Financial Statements.
Financial assets which are not listed or where trading in the securities of an investee company is suspended are valued at the Board’s estimate
of fair value in accordance with International Private Equity and Venture Capital valuation guidance. Unquoted financial assets are valued by the
Directors on the basis of all the information available to them at the time of valuation. This includes a review of the financial and trading information
of the investee company, covenant compliance, ability to pay the interest due and cash held. For convertible bonds this also includes consideration
of their discounted cash flows and underlying equity value based on information provided by the Investment Manager.
There were no other significant accounting estimates or significant judgements in the current or previous year.
A summary of the principal accounting policies which have been applied to all periods presented in these Financial Statements is set out below.
(b) Financial assets
Financial assets which comprise equity shares, convertible bonds and fixed income securities, are classified as held at fair value through profit or
loss as the Company’s business model is not to hold these financial assets for the sole purposes of collecting contractual cash flows. In making
this assessment, the Directors have given regard to the investment strategy of the Company, the fact that the performance of the portfolio is
evaluated on a fair value basis and the fact that the Investment Manager is remunerated on a percentage of total assets.
Purchases or sales of financial assets are recognised/derecognised on the date the Company trades the investments. On initial recognition
investments are measured at fair value and classified as fair value through profit or loss with any subsequent gain or loss, including any gain or
loss arising from a change in exchange rates, recognised in the Statement of Comprehensive Income.
Financial assets held at fair value through profit or loss are valued in accordance with the policies described in the critical accounting estimates
and judgements section above.
Financial assets also include the Company’s cash and cash equivalents (comprising of cash held in current accounts and overdraft balances) and
debtors and other receivables which are held at amortised cost using effective interest rate, less any impairment.
(c) Financial liabilities
Financial liabilities include amounts due to brokers, bank loan, interest on bank loan and other creditors which are held at amortised cost using
the effective interest rate method. Financial liabilities are recognised initially at fair value, net of transaction costs incurred and are subsequently
carried at amortised cost using the effective interest rate method. Financial liabilities are derecognised when the obligation specified in the
contract is discharged, cancelled or expires.
(d) Income
Dividends receivable on equity shares (including preference shares) are recognised as income on the date that the related investments are marked
ex-dividend. Dividends receivable on equity shares where no ex-dividend date is quoted are recognised as income when the Company’s right to
receive payment is established.
Dividends from overseas companies are shown gross of any non-recoverable withholding taxes which are disclosed separately in the Statement of
Comprehensive Income.
Fixed returns on non-equity shares and debt securities (including preference shares) are recognised on a time apportioned basis so as to reflect the
effective interest rate on those instruments. Other returns on non-equity shares are recognised when the right to the return is established.
Where the Company has elected to receive its dividends in the form of additional shares rather than cash, an amount equal to the cash dividend is
recognised as income. Any excess in the value of the shares received over the amount of the cash dividend is recognised in the capital reserve.
40
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2023
Financial Statements
Notes to the Financial Statements
(e) Expenses, including finance charges
All expenses are accounted for on an accruals basis. Expenses are charged through the revenue account except as follows:
expenses which are incidental to the acquisition of an investment are charged to the capital account;
expenses which are incidental to the disposal of an investment charged to the capital account;
the Company charges 25% of investment management fees and interest costs to capital, in line with the Board’s expected long term return
in the form of capital gains and income respectively from the investment portfolio of the Company. For further details refer to notes 3 and 5;
and
expenses incurred in connection with the maintenance or enhancement of the value of the investments or for the long term benefit of the
Company are charged to capital.
(f) Foreign currencies
Transactions denominated in foreign currencies are recorded in the functional currency at actual exchange rates at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies at the period end are reported in sterling at the rates of exchange prevailing at
the period end. Exchange gains and losses on investments held at fair value through profit or loss are included in ‘Gains or losses on investments
held at fair value through profit or loss’. Exchange gains and losses on other balances are disclosed separately in the Statement of Comprehensive
Income.
(g) Reserves
(i)
Capital reserve. Following a change in Jersey Company law effective 27 June 2008, dividends can be paid out of any capital account of the
Company subject to certain solvency restrictions. It is the Company’s policy however to account for revenue items and pay dividends through
a separate revenue reserve. The following are accounted for in the capital reserve:
gains and losses on the realisation of investments;
realised and unrealised exchange differences of a capital nature;
expenses and finance costs charged in accordance with the policies above; and
increases and decreases in the valuation of investments held at the period end.
(ii)
Special distributable reserve. This reserve is treated as distributable profits available to be used for all purposes permitted by Jersey
company law including the buying back of ordinary shares, the payment of dividends (see note 7) and the payment of preliminary expenses.
(iii)
Revenue reserve. The net profit/(loss) and total comprehensive income/(loss) arising in the revenue column of the Statement of Comprehensive
Income is added to or deducted from this reserve and is available for paying dividends.
(h) Share capital
Ordinary shares
The Company’s ordinary shares are classified as equity based on the substance of the contractual arrangements and in accordance with the definition
of equity instruments under International Accounting Standard (“IAS”) 32. The proceeds from the issue of ordinary shares are recognised in the
Statement of Changes in Equity, net of issue costs.
Treasury shares
When the Company purchases its ordinary shares to be held in treasury, the amount of the consideration paid, which includes directly attributable costs
is recognised as a deduction from the stated capital account. When these shares are sold subsequently, the amount received is recognised as an
increase in equity and the resulting surplus or deficit on the transaction is transferred to or from the stated capital account.
(i) Segmental information
The Company, holds a wide variety of different investments in a wide range of issues locating in different geographies and operating in different sectors.
However, resources are allocated and the business is managed by the chief operating decision-makers, the Directors, on an aggregated basis. Strategic
and financial management decisions are determined centrally by the Directors and, on this basis, the Company operates as a single investment
management business and no segmental reporting is provided.
2 Investment income
2023
£’000
2022
£’000
Income from financial assets at fair value through profit or loss
1
Dividend income
4,964
3,684
Interest on fixed income securities
2
21,265
18,678
Total income
26,229
22,362
1
All investment income arises on financial assets valued at fair value through profit or loss.
2
Fixed income securities include fixed and floating rate securities, convertible securities and preference shares.
41
ANNUAL REPORT 30 JUNE 2023
CQS NEW CITY HIGH YIELD FUND LIMITED
Notes to the Financial Statements
Financial Statements
3 Investment management fee
2023
Revenue
£’000
2023
Capital
£’000
2023
Total
£’000
2022
Revenue
£’000
2022
Capital
£’000
2022
Total
£’000
Investment management fee
1,591
530
2,121
1,595
531
2,126
The Company’s investment manager is CQS (UK) LLP.
As per the Investment Management Agreement dated 18 September 2019, the management fee is charged at a rate of 0.80% per annum on the
Company’s total assets (being total assets less current liabilities (other than bank borrowings and ignoring any taxation which is or may be
payable by the Company)) up to £200,000,000, 0.70% per annum of total assets in excess of £200,000,000 and up to and including £300,000,000 and
0.60% per annum thereafter. The management fee is paid monthly in arrears.
The contract between the Company and the Investment Manager may be terminated by either party giving not less than 12 months’ notice of
termination.
During the year ended 30 June 2023, investment management fees of £2,121,000 were incurred (2022: £2,126,000), of which £176,000 was payable
at the year-end (2022: £173,000). Investment management fees have been allocated 75% to revenue and 25% to capital.
4 Other expenses
20232
Revenue
£’000
2023
Capital
£’000
2023
Total
£’000
2022
Revenue
£’000
2022
Capital
£’000
2022
Total
£’000
Secretarial and administration fees
206
-
206
207
-
207
Directors’ fees
169
-
169
169
-
169
Auditors’ remuneration for audit services
1
51
-
51
48
-
48
Broker fees
30
-
30
30
-
30
Printing
18
-
18
8
-
8
Bank and custody (rebate)/charges
(53)
-
(53)
110
-
110
Registrars’ fees
33
-
33
37
-
37
Depositary fees
45
-
45
45
-
45
Legal and professional fees
44
-
44
40
-
40
Other
104
89
193
78
75
153
647
89
736
772
75
847
Directors’ fees
For the year ended 30 June 2023, Directors’ remuneration were as follows:
Chair
£42,500
Audit Chair
£36,500
Other
£30,000
Directors’ fees of £7,500 were accrued as at 30 June 2023 (2022: £7,500).
No pension contributions were payable in respect of any of the Directors and the Company does not have any employees.
1
Non-audit fees paid to the auditor
There were no non-audit fees paid to the auditor during the year ended 30 June 2023 (2022: £nil).
42
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2023
Financial Statements
Notes to the Financial Statements
5 Interest expense
2023
Revenue
£’000
2023
Capital
£’000
2023
Total
£’000
2022
Revenue
£’000
2022
Capital
£’000
2022
Total
£’000
Interest expense
1,167
389
1,556
456
152
608
Interest expense and similar charges have been allocated 75% to revenue and 25% to capital as explained in note 1(e).
6 Irrecoverable withholding tax
The taxation charge for the year is comprised of:
2023
Revenue
£’000
2023
Capital
£’000
2023
Total
£’000
2022
Revenue
£’000
2022
Capital
£’000
2022
Total
£’000
Irrecoverable withholding tax suffered
505
505
377
377
The taxation on profit differs from the theoretical expense that would apply on the Company’s profit before taxation using the applicable tax rate
in Jersey of 0% for the year ended 30 June 2023 (2022: 0%) as follows:
2023
£’000
2022
£’000
Profit on ordinary activities before taxation
3,700
4,384
Theoretical tax expense at 0% (2022: 0%)
Effects of:
Foreign withholding tax
505
377
Current year revenue tax charge
505
377
7 Dividends
2023
£’000
2022
£’000
Amounts recognised as distributions to equity holders in the year:
Dividends in respect of the year ended 30 June 2022
– Fourth interim dividend of 1.48p (2021: 1.47p) per ordinary share
7,054
6,557
Dividends in respect of the year ended 30 June 2023
– First interim dividend of 1.00p (2022: 1.00p) per ordinary share
4,815
4,552
– Second interim dividend of 1.00p (2022: 1.00p) per ordinary share
4,963
4,636
– Third interim dividend of 1.00p (2022: 1.00p) per ordinary share
5,153
4,687
21,985
20,432
A fourth interim dividend in respect of the year ended 30 June 2023 of 1.49p per ordinary share was paid on 31 August 2023 to Shareholders on
the register on 28 July 2023, having an ex-dividend date of 27 July 2023.
In accordance with IFRS, dividends paid to the Company’s Shareholders are recognised when they become payable on the ex-dividend date,
consequently the fourth interim dividend has not been included as a liability in these Financial Statements and will be recognised in the period in
which it becomes payable.
43
ANNUAL REPORT 30 JUNE 2023
CQS NEW CITY HIGH YIELD FUND LIMITED
Notes to the Financial Statements
Financial Statements
8 Basic and diluted earnings/(losses) per ordinary share
2023
Revenue
pence
2023
Capital
pence
2023
Total
pence
2022
Revenue
pence
2022
Capital
pence
2022
Total
pence
Basic and diluted earnings/(losses) per ordinary
share
4.51p
(3.87p)
0.64p
4.16p
(3.29)p
0.87p
The revenue earnings per ordinary share is based on the net profit after taxation of £22,443,000 (2022: £19,163,000) and the capital return per
ordinary share is based on a net capital loss of £19,248,000 (2022: £15,156,000). Both the revenue and capital earnings per ordinary share is based
on a weighted average of 497,695,146 (2022: 460,845,694) ordinary shares in issue throughout the year.
Total earnings per ordinary share reflects both revenue earnings and capital returns per ordinary share. The Company has not issued any
instruments that could potentially dilute basic earnings per ordinary share in the future. Therefore, the Company’s basic earnings per ordinary
share is equivalent to its diluted earnings per ordinary share.
There have been no transactions involving the Company’s ordinary shares between 1 July 2023 and 14 September 2023 other than those disclosed
in note 24, which were issued at a premium to the 30 June 2023 NAV.
9 Financial assets at fair value through profit or loss
All financial assets are valued at fair value through profit or loss. Gains or losses arising from changes in the fair value of investments are included
in the Statement of Comprehensive Income.
2023
£’000
2022
£’000
Equity shares
1
45,763
49,687
Fixed income securities
2
220,248
213,706
266,011
263,393
1
Equity shares include investment funds.
2
Fixed income securities include fixed and floating rate securities, convertible securities and preference shares.
2023
£’000
2022
£’000
Opening valuation
263,393
257,467
Purchases at cost
77,533
106,064
Sales proceeds
(57,170)
(85,833)
Realised (losses)/gains on sales
(1,273)
3,631
Effective interest adjustment
243
154
Unrealised losses
(16,715)
(18,090)
Closing valuation
266,011
263,393
Losses on investments
2023
£’000
2022
£’000
Realised (losses)/gains
1
(1,273)
3,631
Unrealised losses
2
(16,715)
(18,090)
(17,988)
(14,459)
1
Realised (losses)/gains on financial assets at fair value through profit or loss is made up of gains of £6,030,000 (2022: 5,680,000) and losses of
£7,303,000 (2022: 2,049,000).
2
Unrealised losses on financial assets at fair value through profit or loss is made up of gains of £8,225,000 (2022: 14,225,000) and losses of
£24,940,000 (2022: 32,315,000).
44
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2023
Financial Statements
Notes to the Financial Statements
10 Debtors and other receivables
2023
£’000
2022
£’000
Accrued income
7,000
3,807
Prepayments and other debtors
10
12
7,010
3,819
11 Bank loan
2023
£’000
2022
£’000
Bank loan facility- opening balance
33,000
33,000
Drawdowns
2,000
-
Bank loan facility – closing balance
35,000
33,000
The Company has a short-term unsecured loan facility with Scotiabank up to a limit of £45,000,000 which is due to expire on 17 December 2023.
At the start of the year, the Company had drawn down £33,000,000 from the facility and on 20 June 2023, it drew down a further £2,000,000. As at
30 June 2023, the drawn down amount of the facility was £35,000,000 (2022: £33,000,000).
As per the Seventh Amendment Agreement dated 17 December 2021, the terms of the loan facility are as follows:
• the Agreement contains an option to increase the facility by a further £5,000,000 – no commitment fees are payable on the £5,000,000 until this
option is exercised.
• the interest on the loan would be a margin of 1.45% p.a plus a daily non-cumulative compounded Reference Rate (RFR).
the commitment fees would be 0.375% p.a on the daily Available Commitment if the utilised Commitment exceeds 50 per cent of the Commitment
and 0.425% on the daily Available Commitment if the utilised Commitment is less than or equal to 50 per cent of the Commitment.
The following are the covenants for the facility held as at 30 June 2023:
• the borrower shall not permit the adjusted asset coverage to be less than 4 to 1
• the borrower shall not permit the NAV to be less than £95,000,000 at any time
• the borrower shall maintain an additional adjusted asset coverage of at least 1.5 to 1 at all times
For the year ended 30 June 2023 and up until the date of this report, the Company has complied with all covenants of the loan facility.
The bank loan facility is a financial liability held at amortised cost.
12 Creditors and other payables
2023
£’000
2022
£’000
Amounts due to brokers
904
613
Interest on bank loan facility
56
28
Other creditors
3,227
2,570
4,187
3,211
45
ANNUAL REPORT 30 JUNE 2023
CQS NEW CITY HIGH YIELD FUND LIMITED
Notes to the Financial Statements
Financial Statements
13 Stated capital account
Authorised
The authorised share capital of the Company is represented by an unlimited number of ordinary shares of no par value.
Allotted, called up and fully-paid
Number of
ordinary
shares
Amount
received
£’000
Share Issue
Costs
£’000
Share
capital
£’000
Total as at 1 July 2022
476,651,858
220,649
750,000 ordinary shares of no par value allotted on 4 August 2022 at 51.80p
750,000
388
(3)
385
500,000 ordinary shares of no par value allotted on 9 August 2022 at 52.00p
500,000
260
(2)
258
750,000 ordinary shares of no par value allotted on 16 August 2022 at 52.50p
750,000
394
(3)
391
500,000 ordinary shares of no par value allotted on 26 August 2022 at 53.00p
500,000
265
(2)
263
850,000 ordinary shares of no par value allotted on 31 August 2022 at 53.00p
850,000
450
(3)
447
500,000 ordinary shares of no par value allotted on 2 September 2022 at 53.16p
500,000
266
(2)
264
500,000 ordinary shares of no par value allotted on 15 September 2022 at 53.25p
500,000
266
(2)
264
500,000 ordinary shares of no par value allotted on 22 September 2022 at 53.30p
500,000
267
(2)
265
3,500,000 ordinary shares of no par value allotted on 1 November 2022 at 51.25p
3,500,000
1,794
(14)
1,780
500,000 ordinary shares of no par value allotted on 4 November 2022 at 51.50p
500,000
258
(3)
255
2,600,000 ordinary shares of no par value allotted on 8 November 2022 at 51.20p
2,600,000
1,331
(13)
1,318
500,000 ordinary shares of no par value allotted on 11 November 2022 at 51.30p
500,000
257
(3)
254
600,000 ordinary shares of no par value allotted on 15 November 2022 at 51.50p
600,000
309
(3)
306
750,000 ordinary shares of no par value allotted on 17 November 2022 at 51.60p
750,000
387
(4)
383
500,000 ordinary shares of no par value allotted on 24 November 2022 at 51.60p
500,000
258
(3)
255
950,000 ordinary shares of no par value allotted on 28 November 2022 at 51.60p
950,000
490
(5)
485
750,000 ordinary shares of no par value allotted on 1 December 2022 at 51.50p
750,000
386
(4)
382
500,000 ordinary shares of no par value allotted on 2 December 2022 at 51.40p
500,000
257
(3)
254
1,000,000 ordinary shares of no par value allotted on 5 December 2022 at 51.30p
1,000,000
513
(5)
508
1,350,000 ordinary shares of no par value allotted on 11 January 2023 at 53.40p
1,350,000
721
(5)
716
1,250,000 ordinary shares of no par value allotted on 16 January 2023 at 52.50p
1,250,000
656
(5)
651
4,700,000 ordinary shares of no par value allotted on 31 January 2023 at 51.00p
4,700,000
2,397
(18)
2,379
1,300,000 ordinary shares of no par value allotted on 3 February 2023 at 51.00p
1,300,000
663
(5)
658
2,750,000 ordinary shares of no par value allotted on 8 February 2023 at 51.00p
2,750,000
1,403
(11)
1,392
4,000,000 ordinary shares of no par value allotted on 15 February 2023 at 51.25p
4,000,000
2,050
(15)
2,035
2,500,000 ordinary shares of no par value allotted on 17 February 2023 at 51.20p
2,500,000
1,280
(10)
1,270
2,000,000 ordinary shares of no par value allotted on 13 March 2023 at 51.40p
2,000,000
1,028
(8)
1,020
750,000 ordinary shares of no par value allotted on 16 March 2023 at 51.20p
750,000
384
(4)
380
500,000 ordinary shares of no par value allotted on 28 March 2023 at 49.60p
500,000
248
(2)
246
500,000 ordinary shares of no par value allotted on 12 April 2023 at 49.80p
500,000
249
(2)
247
2,600,000 ordinary shares of no par value allotted on 3 May 2023 at 48.85p
2,600,000
1,270
(13)
1,257
500,000 ordinary shares of no par value allotted on 10 May 2023 at 48.85p
500,000
244
(2)
242
500,000 ordinary shares of no par value allotted on 12 May 2023 at 48.85p
500,000
244
(2)
242
750,000 ordinary shares of no par value allotted on 18 May 2023 at 48.70p
750,000
365
(4)
361
500,000 ordinary shares of no par value allotted on 23 May 2023 at 48.70p
500,000
243
(2)
241
500,000 ordinary shares of no par value allotted on 24 May 2023 at 48.80p
500,000
244
(2)
242
500,000 ordinary shares of no par value allotted on 25 May 2023 at 49.00p
500,000
245
(2)
243
2,500,000 ordinary shares of no par value allotted on 1 June 2023 at 48.90p
2,500,000
1,223
(12)
1,211
1,000,000 ordinary shares of no par value allotted on 6 June 2023 at 49.00p
1,000,000
490
(5)
485
Total as at 30 June 2023
524,601,858
24,443
(208)
244,884
The balance of shares left in Treasury at the year-end was nil (2022: nil shares).
On 22 May 2023, a block listing facility for 21,690,000 new shares was approved by the UK Listing Authority. This facility is used for the purposes
of satisfying market demand.
Because the criteria in paragraphs 16c and 16d of IAS 32 Financial Instruments: Presentation have been met, the stated capital of the Company
is classified as equity even though there is an annual continuation vote.
Ordinary shares issued are accounted for based on the associated trade date.
46
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2023
Financial Statements
Notes to the Financial Statements
14 Reserves
The capital of the Company is managed in accordance with its investment policy, in pursuit of its investment objective, which is detailed on page 13.
On 24 May 2007, the Royal Court of the Island of Jersey confirmed that the amount standing to the credit of the Company’s stated capital account be
reduced by 75% and was used to create the special distributable reserve in the Company’s accounts. This reserve is treated as distributable profits
available to be used for all purposes permitted by Jersey company law including the buying back of ordinary shares, the payment of dividends and the
payment of preliminary expenses.
Capital management policies and procedures
The Board defines capital as financial resources available to the Company. The Company’s capital as at 30 June 2023 comprises its stated capital,
special distributable reserve, capital reserve and revenue reserve at a total of £240,431,000 (2022: £234,986,000).
The Company’s capital management objectives are:
to ensure that the Company will be able to continue as a going concern; and
to maximise the capital return to its equity Shareholders through an appropriate balance of equity capital and debt.
The Board normally seeks to limit gearing to 25% of Shareholders’ funds at the time of borrowing. The Board monitors and reviews the broad
structure of the Company’s capital on an ongoing basis. This review includes the nature and planned level of gearing, which takes account of the
Investment Manager’s views on the market and the extent to which revenue in excess of that which is required to be distributed should be retained.
The Company has no externally imposed capital requirements.
The capital of the Company is managed in accordance with its investment policy detailed in the Strategic Review on page 13.
15 Net
asset value per ordinary share
The NAV per ordinary share and the NAV attributable to the ordinary shares at the year-end calculated in accordance with their entitlements in
the Articles of Association were as follows:
2023
2022
NAV (£'000)
240,431
234,986
NAV per ordinary share (pence)
45.83p
49.30p
NAV per ordinary share has been calculated based on the share capital in issue as at year end. The issued share capital as at 30 June 2023
comprised of 524,601,858 ordinary shares (2022: 476,651,858).
16 Financial instruments
The Company’s financial instruments comprise its investment portfolio, cash balances, bank loan and debtors and creditors that arise directly
from its operations. As an investment company, the Company holds a portfolio of financial assets and financial liabilities in pursuit of its investment
objective. The Company uses flexible borrowings for short term purposes and to seek to enhance the returns to Shareholders, when considered
appropriate by the Investment Manager.
Financial assets at fair value through profit or loss (see note 9) are held at fair value. For listed securities trading actively, fair value is considered
to be equivalent to the most available recent bid price. Where listed securities are not trading actively, independent broker quotes are referenced
to estimate fair value. For unlisted securities, fair value is determined by the Board using valuation techniques based on unobservable inputs,
mainly using broker quotes. The fair value of other receivables, cash and cash equivalents and other payables is represented by their carrying
value in the Statement of Financial Position shown on page 35. These are short term financial assets and liabilities whose carrying value
approximate fair value.
The main risks that the Company faces arising from its financial instruments are:
(i)
market price risk, being the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market
prices and comprises currency risk, interest rate risk and other price risk;
(ii)
interest rate risk, being the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest
rates;
(iii)
foreign currency risk, being the risk that the value of investment holdings, investment purchases, investment sales and income will fluctuate
because of movements in currency exchange rates;
(iv)
credit risk, being the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered
into with the Company; and
(v)
liquidity risk, being the risk that the bank may demand repayment of the loan and/or that the Company may not be able to liquidate quickly
its investments.
47
ANNUAL REPORT 30 JUNE 2023
CQS NEW CITY HIGH YIELD FUND LIMITED
Notes to the Financial Statements
Financial Statements
The Company held the following categories of financial instruments as at 30 June 2023, all of which are held at amortised cost, other than
financial assets at fair value through profit or loss, which are held at fair value. The Directors are of the opinion that for the financial instruments
held at amortised cost, the carrying value approximates their fair value.
2023
£’000
2022
£’000
Financial assets
Financial assets at fair value through profit or loss
266,011
263,393
Cash and cash equivalents
6,597
3,985
Accrued income
7,000
3,807
Financial liabilities
Amount due to brokers
(904)
(613)
Bank loan
(35,000)
(33,000)
Interest on bank loan facility
(56)
(28)
Other creditors
(3,227)
(2,570)
17 Market price risk
Market price risk (including other price risk) arises mainly from uncertainty about future prices of financial instruments held. It represents the
potential loss the Company might suffer through holding market positions in the face of price movements. To mitigate the risk the Investment
Manager’s investment strategy is:
to select investments for their fundamental value. Stock selection is based on disciplined accounting, thorough market and sector analysis,
with the emphasis on investments that will redeem in full at the end of their maturity date.
to ensure that an appropriate spread of investments is held in the portfolio in order to reduce both the statistical risk and the risk arising from
factors specific to a country or sector.
to monitor market prices throughout the year and report to the Board, which meets regularly in order to consider investment strategy.
Investment and portfolio performance are discussed in the Investment Manager’s Review and further information on the investment portfolio is
set out on pages 6 to 7. These pages do not form part of the audited Financial Statements.
If the investment portfolio valuation fell 7.5% at 30 June 2023 (2022: fall of 7.5%), the impact on the profit or loss and the NAV would have been
negative £19,951,000 (2022: negative £19,754,000). Due to the effect of gearing, the impact on the NAV per ordinary share would have been a
decrease of 8.3% (2022: decrease of 8.4%). If the investment portfolio valuation rose by the same amount, the effect would have been equal and
opposite. The calculations are based on the portfolio valuation at the Statement of Financial Position date and is not representative of the period
as a whole and may not be reflective of future market conditions.
The Directors believe 7.5% is a relevant percentage based on average market volatility in recent years.
18 Interest rate risk
The Company’s financial assets and liabilities, with the exception of cash and cash equivalents (see below), that are subject to interest rate risk
are detailed below.
2023
£’000
2023
Weighted
average
interest
rate
(%)
2023
Weighted
average
period for
which the
rate is fixed
(years)
2022
£’000
2022
Weighted
average
interest
rate
(%)
2022
Weighted
average
period for
which the
rate is fixed
(years)
Financial assets:
Fixed rate instruments & convertible securities
144,383
7.35
4.09
158,941
7.12
4.31
Floating rate notes
75,637
5.08
n/a
54,531
4.08
n/a
Preference shares
228
0.00
n/a
234
11.90
n/a
Financial liabilities:
Bank loan
35,000
6.38
n/a
33,000
2.64
n/a
48
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2023
Financial Statements
Notes to the Financial Statements
Financial assets
Fixed, floating rate and preference share yields and their prices, are determined by market perception as to the appropriate level of yields given
the economic background. Key determinants include economic growth prospects, inflation, the Government’s fiscal position, short term interest
rates and international market comparisons. The Investment Manager takes all these factors into account when making any investment decisions
as well as considering the financial standing of the potential investee company.
Interest rates on fixed income instruments are fixed at the time of purchase, as the fixed coupon payments are known, as are the final redemption
proceeds. Consequentially, if a fixed income instrument is held until its redemption date, the total return achieved is unaltered from its purchase
date. However, over the life of a fixed income instrument the market price at any given time will depend on the market environment at that time.
Therefore, a fixed income instrument sold before its redemption date is likely to have a different price to its purchase level and a profit or loss may
be incurred.
Interest rates on floating rate instruments vary throughout the life of the instrument based on movements in the applicable underlying base rate.
Consequentially, the total return achieved on these positions changes throughout the life of position. In addition, over the life of the financial
instrument, the market price of such instruments will depend on the market environment at that time. Therefore, a floating rate instrument sold
before its redemption date is likely to have a different price to its purchase level and a profit or loss may be incurred.
Cash and cash equivalents
When the Company retains cash balances they are held in floating rate deposit accounts. As at 30 June 2023, cash and cash equivalents included
cash amount of £2,987,000 held in sterling (2022: £4,088,000) and £3,610,000 in a range of other currencies (2022: cash overdraft of £103,000). The
benchmark rate which determines the interest payments received on sterling interest bearing cash balances is the UK bank base rate, which was
5.00% at 30 June 2023 (2022: 1.25%).
Financial liabilities
The Company has borrowed in sterling at a variable rate of interest based on the UK bank base rate. The impact of a 1% increase (or decrease) in
the bank base rate would be a NAV loss (or gain) of £350,000 (2022: £330,000). The impact is linear – in other words, a 2% increase (or decrease)
in the bank base rate would result in twice the NAV loss (or gain) as 1%. The calculations are based on borrowings as at the respective Statement
of Financial Position dates and are not representative of the year as a whole.
At year-end, the Company held a bank loan of £35,000,000 from Scotiabank, details of which are contained in note 11 on page 44.
19 Foreign currency risk
The Company invests in overseas securities and may hold foreign currency cash balances which give rise to currency risks. It is not the Company’s
policy to hedge this risk on a continuing basis, but it may do so from time to time.
Foreign currency exposure at 30 June 2023 and 30 June 2022 was as follows:
2023
Investments
£’000
2023
Cash
£’000
2023
Accrued
Income
£’000
2023
Total
£’000
2022
Investments
£’000
2022
Cash
£’000
2022
Accrued
Income
£’000
2022
Total
£’000
Euro
30,838
1,168
331
32,337
31,977
(22)
237
32,192
Australian dollar
193
5
-
198
191
-
-
191
US dollar
50,770
2,298
1,011
54,079
62,126
(315)
1,418
63,229
Norwegian krone
929
51
17
997
1,064
-
15
1,079
Canadian dollar
228
4
-
232
314
191
-
505
Swedish krona
4,507
84
72
4,663
4,015
43
38
4,096
87,465
3,610
1,431
92,506
99,687
(103)
1,708
101,292
If the value of sterling had weakened against each of the currencies in the portfolio by 5% (2022: 5%), the impact on the profit or loss and the NAV
would have been positive £4,679,000 (2022: positive £5,337,000).
If the value of sterling had strengthened by the same amount the impact on the profit or loss and the NAV would have been negative £4,233,000
(2022: negative £4,828,000).
The calculations are based on the portfolio valuation and accrued income balances at the balance sheet date are not representative of the period
as a whole and may not be reflective of future market conditions.
The Directors believe 5% is relevant based on the average market volatility in exchange rates in recent years.
49
ANNUAL REPORT 30 JUNE 2023
CQS NEW CITY HIGH YIELD FUND LIMITED
Notes to the Financial Statements
Financial Statements
20 Credit risk
Credit risk is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with
the Company. The Investment Manager has in place a monitoring procedure in respect of counterparty risk which is reviewed on an ongoing basis.
The carrying amounts of financial assets best represents the maximum risk exposure at the balance sheet date.
At the reporting date, the Company’s financial assets exposed to credit risk amounted to the following:
2023
£’000
2022
£’000
Fixed income securities
1
220,248
213,706
Cash and cash equivalents
6,597
3,985
Accrued income
7,000
3,807
233,845
221,498
1
Fixed income securities include fixed and floating rate securities, convertible securities and preference shares.
Credit risk on fixed income securities and convertible bonds instruments is considered to be part of market price. The credit ratings for the fixed
income securities held by the Company as at 30 June have been listed below:
Rating of fixed income securities
2023
%
2022
%
BB-
9.1
5.3
B+
3.9
4.0
B
3.9
4.0
B-
2.6
1.3
BBB
1.3
-
CC
-
1.3
CCC
2.6
2.7
CCC+
3.9
6.7
CCC-
-
1.3
C-
1.3
-
Not rated
71.4
73.4
100.0
100.0
Source: 2023: S&P, 2022: S&P
The percentage above represents the value of fixed income securities of £220,248,000 (2022: £213,706,000) included in the Statement of Financial
Position which are exposed to credit and counterparty risk by credit rating.
Credit risk arising on transactions with brokers relates to transactions awaiting settlement. Risk relating to unsettled transactions is considered
to be small due to the short settlement period involved and the acceptable credit quality of the brokers used. The Board monitors the quality of
service provided by the brokers used to further mitigate this risk.
The Company’s cash and most of the assets are held by the Administrator. The Company holds a residual cash balance with The Hong Kong and
Shanghai Banking Corporation (“HSBC”) of £11,000 (2022: £11,000). The rating agency Moody’s assigns a rating of A1 to HSBC and Aa3 to BNP
Paribas.
There were no contingencies or guarantees outstanding at the balance sheet date.
50
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2023
Financial Statements
Notes to the Financial Statements
21 Liquidity risk
Market liquidity risk
The Company’s financial instruments include investments which are not traded in an organised public market and which generally may be illiquid.
As a result, the Company may not be able to liquidate these investments within a short time frame.
The Company’s listed securities are considered to be readily realisable.
Funding liquidity risk
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted and
include contractual interest payments.
30 June 2023
Contractual cash flows
Carrying
amount
£000
0-1 year
£000
1-2 years
£000
Bank loan
35,000
(37,232)
-
Creditors and other payables
4,187
(4,187)
-
39,187
(41,419)
-
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
(3,529)
(33,318)
The table above illustrates the contractual undiscounted cash flows relating to the financial liabilities of the Company.
As disclosed in note 11, the Company has availed of a secured bank loan facility of £45,000,000 with Scotiabank, out of which, £35,000,000 has been
drawn-down and is outstanding as at 30 June 2023. In addition to this, the Company maintains sufficient cash and readily realisable securities to
pay accounts payable, accrued expenses and any repayment on its bank facility.
The interest payments on the bank loan in the table above reflect market forward interest rates available at the reporting date and these amounts
may change as market interest rates change.
The Company’s liquidity risk is managed on an ongoing basis by the Investment Manager in accordance with policies and procedures in place as
described in the Directors’ Report. The Company’s overall liquidity risks are monitored on a quarterly basis by the Board.
22 Fair value hierarchy
IFRS 13 Fair Value Measurement requires an analysis of investments valued at fair value based on the reliability and significance of information
used to measure their fair value. The level is determined by the lowest (that is the least reliable or independently observable) level of input that is
significant to the fair value measurement for the individual investment in its entirety as follows:
Level 1 – investments quoted in an active market;
Level 2 – investments whose fair value is based directly on observable current market prices or indirectly being derived from market prices;
Level 3 – investments whose fair value is determined using a valuation technique based on assumptions that are not supported by observable
current market prices or based on observable market data.
Transfers in and out of the levels are deemed to have occurred at the start of the reporting period.
Investments valued using stock market active prices are disclosed as Level 1 and this is the case for the quoted equity investments that the
Company holds.
Securities in Level 2 are priced using evaluated prices from a third party vendor, together with a price comparison made to evaluated secondary
and tertiary third party sources, including broker quotes and benchmarks. As a result, these investments are disclosed as Level 2 - recognising
that the fair values of these investments are not as visible as quoted investments and their higher inherent pricing risk.
Investments included as Level 3 are priced by the investment manager using a valuation technique reviewed by the Board taking into account,
where appropriate, latest dealing prices, broker statements, valuation information and other relevant factors.
51
ANNUAL REPORT 30 JUNE 2023
CQS NEW CITY HIGH YIELD FUND LIMITED
Notes to the Financial Statements
Financial Statements
Financial assets at fair value
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Fixed income securities
1
228
219,970
50
220,248
Equity shares
2
42,088
3,621
54
45,763
As at 30 June 2023
42,316
223,591
104
266,011
Financial assets at fair value
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Fixed income securities
1
234
209,627
3,845
213,706
Equity shares
2
45,195
4,038
454
49,687
As at 30 June 2022
45,429
213,665
4,299
263,393
1
Fixed income securities include fixed and floating rate securities, convertible securities and preference shares.
2
Equity shares include investment funds.
If the market value of the Level 3 investments fell by 5% (2022: 5%), the impact on the profit or loss and the NAV would have been negative £5,000
(2022: negative £215,000). If the value of the Level 3 investments rose by the same amount, the effect would have been equal and opposite.
IFRS 13 requires disclosure, by class of financial instrument, if the effect of changing one or more input to reasonably possible alternative
assumptions would result in a significant change to the fair value measurement. The information used in determination of the fair value of Level
3 investments is chosen with reference to the specific underlying circumstances and position of the investee company. On that basis the Board
believes that the impact of changing one or more of the inputs to reasonably possible alternative assumptions would not change the fair value
significantly. The following shows a reconciliation from the beginning to the end of the year for fair value measurements in Level 3 of the fair value
hierarchy.
Level 3 Financial Assets
2023
£’000
2022
£’000
Opening valuation
4,299
636
Additions
1,231
374
Sales
(204)
(88)
Unrealised (losses)/gains
1,949
(9,954)
Realised gains/(losses)
(7,292)
198
Transfers out of Level 3
-
(623)
Transfers into Level 3
121
13,756
Closing valuation
104
4,299
Transfers into Level 3:
Trevali Mining Corp £nil (30 June 2022: £80,000) was transferred out of Level 1 to Level 3 because it was delisted during the year ended 30 June
2023.
Oro Negro Dril 7.5% 14-24/01/2019 £8,000 (30 June 2022: £41,000) was transferred out of Level 2 to Level 3 because it has been categorized as
being in default.
52
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2023
Financial Statements
Notes to the Financial Statements
Quantitative information of significant unobservable inputs – Level 3
The following tables summarise the significant unobservable inputs the Company used to value its significant investments categorised within
Level 3 as at 30 June 2023 and 30 June 2022:
30 June 2023
Description
Fair value
as at
30 June 2023
£000
Valuation
technique
Significant
Unobservable
inputs
Range/
input
Weighted
Average
R.E.A Holdings Plc CW 15/07/2025
54
Black Scholes model
Volatility
50.1
N/A
ORO SG 12% 19-20/12/2025 DFLT
42
Vendor Pricing
Unadjusted Broker Quote
1
N/A
ORO NEGRO DRIL 7.5% 14-24/01/2019 DFLT
8
Vendor Pricing
Unadjusted Broker Quote
1
N/A
Total
104
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
The remaining 22 investments (2022: 22) classified as Level 3 have not been included in the above analysis as they have fair value of £nil as at
30 June 2023 and 30 June 2022.
23 Transaction with the Investment Manager and related parties
All transactions with related parties are carried out at an arm’s length basis.
There are no transactions with the Board other than aggregated remuneration for services as Directors as disclosed in note 4 to the Financial
Statements. The beneficial interests of the Directors in the shares of the Company are disclosed on page 20. There are no outstanding balances
to the Directors at the year end.
Details of the fee arrangement with the Investment Manager are disclosed in note 3.
24 Subsequent events
The Board has evaluated subsequent events for the Company through to 14 September 2023, the date the Financial Statements were available to
be issued and has concluded that the material events listed below do not require adjustment of the Financial Statements.
Dividend declaration
The fourth interim dividend of 1.49 pence per ordinary share was announced on 21 July 2023 and paid on 31 August 2023 to Shareholders on the
register on 28 July 2023, having an ex-dividend date of 27 July 2023.
53
ANNUAL REPORT 30 JUNE 2023
CQS NEW CITY HIGH YIELD FUND LIMITED
Glossary of Terms and Definitions
Supplemental Information and Annual General Meeting
Supplemental Information and Annual General Meeting
Glossary of Terms and Definitions
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.
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 NAV per ordinary share, the NAV divided by the number of shares in issue.
Reference rate (“RFR”)
The SONIA (Sterling Overnight Index Average) reference rate displayed in the relevant screen of any authorised
distributor of that reference rate.
Shareholder
Investor who holds shares in the Company.
54
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2023
Supplemental Information and Annual General Meeting
Alternative Performance Measures
In accordance with European Securities and Markets Authority Guidelines on APMs the Board has considered what APMs are included in the
Annual Financial Report and Financial Statements which require further clarification.
The Company uses the following APMs (as described below) to present a measure of profitability which is aligned with the requirements of our
investors and potential investors, to draw out meaningful data around revenues and earnings and to provide additional information not required
for disclosure under accounting standards:
• NAV total return
• Ordinary share price total return
• Revenue earnings per ordinary share
• Annual dividends per ordinary share
• Dividend cover
• Revenue reserve per ordinary share
• Dividend yield
• Premium
• Gearing
• Ongoing charges ratio
All APMs relate to past performance. The following tables detail the methodology of the Company’s APMs.
NAV and ordinary share price total return
The return to Shareholders is calculated on a per ordinary share basis by adding dividends paid and declared in the period to the increase or
decrease in the share price (bid) or NAV. The dividends are assumed to have been reinvested in the form of ordinary shares or net assets.
2023
Annual
dividend per
ordinary
share
NAV
Share
price
(bid)
30 June 2022
4.48p
49.30
51.20
30 June 2023
4.49p
45.83
46.60
Capital return
(7.04)%
(8.98)%
Effect of dividend reinvestment
9.08%
8.30%
Total return
2.04%
(0.68)%
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%
Revenue earnings per ordinary share
Revenue earnings (which includes dividends paid out during the year) divided by the weighted average number of ordinary shares in issue during
the financial year.
2023
2022
Revenue earnings
a
£22,443,000
£19,163,000
Weighted average number of ordinary shares in issue
b
497,695,146
460,845,694
Revenue earnings per ordinary share
(a/b)
*
100
4.51p
4.16p
Alternative Performance Measures
55
ANNUAL REPORT 30 JUNE 2023
CQS NEW CITY HIGH YIELD FUND LIMITED
Alternative Performance Measures
Supplemental Information and Annual General Meeting
Annual dividend per ordinary share
The total amount of dividends declared for every issued ordinary share over the Company’s financial year.
Dividend History
Rate
xd date
Record date
Payment date
First interim 2023
1.00p
27 October 2022
28 October 2022
25 November 2022
Second interim 2023
1.00p
26 January 2023
27 January 2023
28 February 2023
Third interim 2023
1.00p
27 April 2023
28 April 2023
26 May 2023
Fourth interim 2023
1.49p
28 July 2023
29 July 2023
31 August 2023
Annual dividend per ordinary share
4.49p
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
Dividend cover
Revenue earnings per ordinary share divided by the annual dividend per ordinary share expressed as a ratio.
2023
2022
Revenue earnings per ordinary share
a
4.51p
4.16p
Annual dividend per ordinary share
b
4.49p
4.48p
Dividend cover
a/b
1.00x
0.93x
Revenue reserves per ordinary share
Revenue reserve (which includes dividends paid out during the year) divided by the number of ordinary shares at the Statement of Financial
Position date.
2023
2022
Revenue reserve
a
£16,020,000
£15,562,000
Ordinary shares in issue
b
524,601,858
476,651,858
Revenue reserves per ordinary share
(a/b)
*
100
3.05p
3.26p
Dividend yield
The annual dividend per ordinary share expressed as a percentage of the share price (bid price).
2023
2022
Annual dividend per ordinary share
a
4.49p
4.48p
Share price (bid price)
b
46.60p
51.20p
Dividend yield
(a/b)
*
100
9.64%
8.75%
56
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2023
Supplemental Information and Annual General Meeting
Alternative Performance Measures
Premium
The amount by which the market price per ordinary share of an investment company is higher or lower than the NAV per ordinary share. The
discount or premium is expressed as a percentage of the NAV per ordinary share.
2023
2022
Share price (bid price)
a
46.60p
51.20p
NAV per ordinary share
b
45.83p
49.30p
Premium
(a-b)/b
1.68%
3.86%
Gearing
The level of borrowing that the Company has undertaken. Represented by total assets (being total assets less current liabilities (excluding
borrowings)) less all cash, expressed as a percentage of Shareholders’ funds (being the NAV of the Company) minus 100.
2023
£’000
2022
£’000
Total assets
279,618
271,197
Current liabilities (excluding borrowings)
(4,187)
(3,211)
Cash and cash equivalents
(6,597)
(3,985)
Total
a
268,834
264,001
NAV
b
240,431
234,986
Gearing
((a/b)-1)
*
100
11.81%
12.35%
Ongoing charges ratio
A measure of all operating costs incurred in the reporting period, calculated as a percentage of average net assets in that year. Operating costs
exclude costs suffered within underlying investee funds, costs of buying and selling investments, interest costs, taxation and the costs of buying
back or issuing ordinary shares.
2023
£
2022
£
Average NAV
a
239,062,011
239,974,073
Operating expenses per Statement of Comprehensive Income
2,857,000
2,973,000
Ineligible expenses
(79,000)
(125,000)
Operating expenses
b
2,778,000
2,848,000
Ongoing charges figure (calculated using the AIC methodology)
(b/a)
*
100
1.16%
1.19%
57
ANNUAL REPORT 30 JUNE 2023
CQS NEW CITY HIGH YIELD FUND LIMITED
Explanation of AGM resolutions
Supplemental Information and Annual General Meeting
Explanation of AGM resolutions
Resolution 1: Annual Financial Statements and Directors’ and Auditor’s Reports
The Directors are required to lay before the AGM copies of the Company’s most recent Annual Financial Statements and the Directors’ Report and
Auditor’s Report in respect of the financial year. Shareholders will be given an opportunity at the meeting to ask questions on these items before
being invited to receive them.
Resolution 2: Remuneration Report
As a Jersey domiciled Company, the Directors are not required to present the Company’s remuneration policy to Shareholders at the AGM. In line
with best practice, however, the Directors present the Board’s remuneration report as contained in the Company’s Annual Financial Statements
to Shareholders for approval.
Resolution 3: Dividend Policy
To approve the Company’s dividend policy as detailed on page 20.
Resolutions 4 to 8: Re-election and appointment of Directors
In accordance with the recommendations of the AIC Code of Corporate Governance (the “AIC Code”), all Directors submit themselves for annual
re-election at the AGM.
Resolution 9: Re-appointment and remuneration of the Auditor
Shareholders are requested to approve the reappointment of the Company’s Auditor, PricewaterhouseCoopers CI LLP, each year and are asked
to give Directors the authority to determine the Auditor’s remuneration. PricewaterhouseCoopers CI LLP has expressed its willingness to continue
as Auditor of the Company.
Resolution 10:
Continuation Vote
In accordance with the Articles of Association this resolution proposes to continue the Company as an investment company. In the event that the
resolution is not passed the Board would put forward further proposals at an extraordinary general meeting to liquidate or reconstruct the
Company.
Resolution 11 and 12: Directors’ Authority to Allot Shares
Under the Articles the Directors are required to seek a disapplication of pre-emption rights from Shareholders before issuing new shares on a
non pre-emptive basis. In order to continue with its programme of new share issues, your Board is therefore also proposing that the annual
disapplication of pre-emption rights authority is given to the Directors so that they may continue to issue shares as and when appropriate is
renewed.
Accordingly, Resolutions 11 and 12 authorise the Board to allot on a non-pre-emptive basis:
(a)
(pursuant to Resolution 11) up to 10% of the issued ordinary share capital of the Company; and
(b)
(pursuant to Resolution 12) up to a further 10% of the issued ordinary share capital of the Company.
If both Resolution 11 and Resolution 12 are passed, Shareholders will be granting the Directors the authority to allot a total of up to 20 per cent of
the existing issued ordinary share capital of the Company in aggregate on a non pre-emptive basis. If Resolution 11 is passed but Resolution 12
is not passed, Shareholders will only be granting Directors the authority to allot up to 10 per cent of the existing issued ordinary share capital of
the Company on a non pre-emptive basis.
New ordinary shares will not be issued at a price less than the prevailing NAV per ordinary share, after taking into account any costs incurred by
the Company in connection with such issue. Any issues of new ordinary shares will be carried out in accordance with the Listing Rules.
Each of the authorities granted pursuant to Resolution 11 and Resolution 12 shall expire on the earlier of eighteen month from the date of the
resolution or at the conclusion of the next Annual General Meeting.
Resolution 13: Directors’ Authority to Buy Back Shares
The current authority of the Company to make purchases of up to approximately 14.99% of its issued capital expires at the end of the Annual
General Meeting and Resolution 13 seeks renewal of such authority until the next Annual General Meeting (or the expiry of fifteen months from
the date of the passing of the resolution, if earlier). The maximum and minimum prices to be paid for shares are set out in Resolution 13. This
power will be exercised only if, in the opinion of the Directors, a repurchase would result in an increase in NAV per ordinary share and would be
in the best interests of Shareholders as a whole. Any shares purchased under this authority will either be held in treasury or cancelled.
58
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2023
Supplemental Information and Annual General Meeting
Notice of Annual General Meeting
Notice of Annual General Meeting
Notice is hereby given that the seventeenth Annual General Meeting of
CQS New City High Yield Fund Limited (the “Company”) will be held at
11.00 a.m. at IFC1, The Esplanade, St. Helier, Jersey, JE1 4BP on
30 November 2023 for the following purposes:
To consider and, if thought fit, pass resolutions 1 to 10 as ordinary
resolutions and resolutions 11 to 13 as special resolutions:
Ordinary Business
1.
To receive and adopt the Annual Financial Statements of the
Company and the reports of the Directors and Auditor for the year
ended 30 June 2023.
2.
To approve the Directors’ Remuneration Report for the year
ended 30 June 2023.
3.
To approve the Company’s Dividend Policy.
4.
That Caroline Hitch be re-elected as a Director of the Company.
5.
That Duncan Baxter be re-elected as a Director of the Company.
6.
That Wendy Dorman be re-elected as a Director of the Company.
7.
That John Newlands be re-elected as a Director of the Company.
8.
That Ian Cadby be re-elected as a Director of the Company.
9.
To re-appoint PwC as Independent Auditor and that the Directors
be authorised to determine their remuneration.
10.
That, pursuant to Article 164 of the Company’s Articles of
Association, the Company shall continue as an investment fund
until the conclusion of the next Annual General Meeting of the
Company.
Special Business
11.
That, the Company be authorised to issue equity securities (as
defined in Article 16.2 of the Company’s Articles of Association)
for cash, as if the provisions of Article 16.2 did not apply to any
such issue, including by way of a sale of ordinary shares held by
the Company as treasury shares, in such amount as represents
up to 10% of the Company’s issued share capital as at the date of
the passing of this resolution, provided that such authorisation
shall expire (unless and to the extent previously revoked, varied or
renewed by the Company in general meeting by Special
Resolution) at the earlier of the conclusion of the next annual
general meeting of the Company or eighteen months from the
date of this resolution but so that this power shall enable the
Company to make offers or agreements before such expiry which
would or might require equity securities to be issued after such
expiry and the directors of the Company may issue equity
securities in pursuance of any such offer or agreement as if such
expiry had not occurred.
12.
That, in addition to any authority granted under Resolution 11
above, the Company be authorised to issue equity securities for
cash, as if the provisions of Article 16.2 did not apply to any such
issue, including by way of a sale of ordinary shares held by the
Company as treasury shares, in such amount as represents up to
10% of the Company’s issued share capital as at the date of the
passing of this resolution, provided that such authorisation shall
expire (unless and to the extent previously revoked, varied or
renewed by the Company in general meeting by Special
Resolution) at the earlier of the conclusion of the next annual
general meeting of the Company or eighteen months from the
date of this resolution but so that this power shall enable the
Company to make offers or agreements before such expiry which
would or might require equity securities to be issued after such
expiry and the directors of the Company may issue equity
securities in pursuance of any such offer or agreement as if such
expiry had not occurred.
13.
That, pursuant to Article 57 of the Companies (Jersey) Law 1991,
the Company be generally and unconditionally authorised to
make one or more market purchases of ordinary shares of no par
value in the capital of the Company (ordinary shares) provided
that:
(i)
the maximum aggregate number of ordinary shares
authorised to be purchased shall be equal to 14.99% of the
total issued share capital of the Company on the date at
which the resolution is passed;
(ii)
the minimum price which may be paid for an ordinary share
is 1p;
(iii)
the maximum price which may be paid for an ordinary share
is an amount equal to the higher of:
(a) 105% of the average of the middle market quotations for
an ordinary share as derived from the Daily Official List of
the LSE for the five business days immediately preceding
the day on which the ordinary share is purchased; and
(b) the higher of (1) the price of the last independent trade in
ordinary shares and (2) the highest current independent
bid for ordinary shares on the LSE’s Main Market;
(iv)
any ordinary shares to be purchased may be cancelled or
held as treasury shares in accordance with the Companies
(Jersey) Law, 1991, provided that the Company shall not hold
as treasury shares more than 10% of the aggregate number
of ordinary shares in issue at any one time;
(v)
this authority expires at the conclusion of the next Annual
General Meeting of the Company after the passing of this
resolution or fifteen months from the date of the passing of
this resolution, whichever is earlier;
(vi)
the Company may make a contract to purchase ordinary
shares under this authority before the expiry of the authority
which will or may be executed wholly or partly after the
expiry of the authority and may make a purchase of ordinary
shares in pursuance of any such contract; and
(vii)
the Directors provide a statement of solvency in accordance
with Articles 55 and 57 of the Companies (Jersey) Law, 1991.
The Company requests that any Shareholders wishing to attend the
Annual General Meeting to advise the Company Secretary by email or
in writing as detailed in note 3 below.
By Order of the Board
BNP Paribas S.A., Jersey Branch
Company Secretary
14 September 2023
59
ANNUAL REPORT 30 JUNE 2023
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 available from the Company’s
website;
www.ncim.co.uk
2.
As a member who is entitled to attend and vote at this meeting you
are entitled to appoint one or more proxies to exercise all or any of
your rights to attend, speak and vote on your behalf. Such a proxy
need not also be a member of the Company. You may appoint more
than one proxy provided each proxy is appointed to exercise rights
attached to different shares. You may not appoint more than one
proxy to exercise the rights attached to any one share.
3.
Any Shareholder wishing to attend the Annual General Meeting
can advise the company of their intention to do so by writing to the
Company Secretary at BNP Paribas S.A., Jersey Branch, IFC 1, The
Esplanade, St Helier, Jersey, JE1 4BP or by email at
jersey.bp2s.
ncyf.cosec@bnpparibas.com
.
4.
A form of proxy is enclosed for use at the meeting. To be valid, the
proxy card and any power of attorney or other authority, if any,
under which it is signed, or a certified copy thereof must be lodged
with the Company’s registrar, Computershare Investor Services
(Jersey) Limited, c/o The Pavilions, Bridgewater Road, Bristol
BS99 6ZY at least 48 hours before the meeting.
5.
Completion of the proxy card will not prevent a Shareholder from
attending the meeting and voting in person.
6.
Pursuant to Article 40 of the Companies (Uncertificated Securities)
(Jersey) Order 1999, the Company has specified that only those
Shareholders registered on the register of members of the
Company as at 6.00 pm on 28 November 2023, or in the event that
the meeting is adjourned, on the register of members 48 hours
before the time of the meeting, shall be entitled to attend and vote
at the meeting in respect of the number of shares registered in
their name at that relevant time. Changes to entries on the register
of members after 6.00 pm on 21 November 2023, or in the event
that the meeting is adjourned to a later time, on the register of
members 48 hours before the time of any adjourned meeting,
shall be disregarded in determining the rights of any person to
attend and vote at the meeting.
Electronic receipt of proxies
7.
To appoint one or more proxies or give an instruction to a proxy
(whether previously appointed or otherwise) via the CREST system,
CREST messages must be received by the Company’s agent (ID
number 3RA50) no later than the 28 November 2023 at 11am. For
this purpose, the time of receipt will be taken to be the time (as
determined by the timestamp generated by the CREST system)
from which the issuer’s agent is able to retrieve the message. The
Company may treat as invalid a proxy appointment sent by CREST
in the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001 or the relevant
provisions of the Companies (Uncertificated Securities) (Jersey)
Order 1999. Instructions on how to vote through CREST can be
found on the website
www.euroclear.com
60
CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2023
Supplemental Information and Annual General Meeting
Report of the Investment Manager
Report of the Investment Manager relating to Matters under the
Alternative Investment Fund Managers’ Directive (unaudited)
Risk management systems
The Company’s Annual Report and Pre-investment Disclosure Document sets out the risks to which the Company is exposed. The UK Investment
Manager employs risk management disciplines which monitor the Company’s portfolio and to quantify and manage the associated market and
other risks. A permanent independent department has been established by the UK Investment Manager to perform the risk management
function. The risk management and performance analysis team (“RMPA”) is led by the Chief Risk Officer and is functionally and hierarchically
separate from the operating units of the portfolio managers of the Company.
RMPA is a dedicated control function over the operating units of the Investment Manager and is not involved in the performance activities of the
Company. RMPA has designed, documented and implemented effective risk management policies, processes and procedures in order to identify,
quantify, analyse, monitor, report on and manage all material risks relevant to the Company’s investment strategy. The systems include third party
vendor applications such as Tradar, Sungard Front Arena and MSCI Risk Metrics, complemented with a number of proprietary applications.
Material changes to information required to be made available to investors of the Company
No material changes.
Assets of the Company subject to special arrangements arising from their illiquid nature
There are no assets of the Company which are subject to special arrangements arising from their illiquid nature.
Remuneration
The AIFM has adopted a remuneration policy which meets the requirements of the Directive and has been in place for the current financial year
of the Company. The variable remuneration period of the AIFM ended on 31 December 2022. The remuneration process is overseen by the
remuneration committee (comprised predominately of independent non-executive parties). An internal working group encompassing senior
management is responsible for gathering relevant information (both quantitative and qualitative) to evaluate the performance (both short and long
term) of individuals, teams and the AIFM as a whole, against external market benchmarks and to utilise this to develop proposals for fixed and
variable remuneration for all staff. The remuneration committee receives these proposals and the supporting information and is responsible for
independently reviewing and scrutinising the proposals and evidence provided in line with the AIFM’s stated objectives and developing its final
recommendations for delivery to the governing body of the AIFM and other entities associated with the AIFM.
The variable remuneration of all staff in excess of a threshold, which includes those individuals categorised as remuneration code staff (“code
staff”), is subject to the following:
deferred payment of up to 50% of the variable remuneration for a period of 3 years,
deferred remuneration is linked to funds managed by the AIFM,
the breaching of certain covenants may lead to forfeiture of deferred remuneration, and
a claw-back provision of deferred remuneration in certain circumstances including future performance issues by the individuals.
The below information provides the total remuneration paid by the AIFM (and any delegates) for the year ending, December 31, 2022. This has
been presented in line with the information available to the Company. There is no allocation made by the AIFM to each AIF and as such the
disclosure reflects the remuneration paid to individuals who are partly or fully involved in the AIF, as well as staff of any delegate to which the firm
has delegated portfolio management and/or risk management responsibilities in relation to the AIF.
Of the total AIFM remuneration paid of $43.8m for the year ending 31 December 2022 to 196 individuals (full time equivalent), $28.8m has been
paid as fixed remuneration with the remainder being paid as variable remuneration.
The AIFM has assessed the members of staff whom it determines to be code staff in line with AIFMD as reflected in SYSC 19b.3.4R. Senior
management and staff engaged in the control functions are identified based upon their roles and responsibilities within the AIFM and the
delegates. With respect to investment professionals, in determining whether such staff are code staff, due consideration is taken of the allocated
capital and trading limits that apply to the funds managed and whether the individuals report into and seek consent for investment decisions from
others who are themselves code staff. There are 16.6 individuals (full time equivalent) who meet this definition and these individuals have
collectively been compensated $45.1m.
Not all individuals are directly remunerated by the AIFM due to the structure of the AIFM entity, however in the interests of meeting the underlying
requirement of this disclosure all staff involved have been assessed as if directly remunerated by the AIFM.
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ANNUAL REPORT 30 JUNE 2023
CQS NEW CITY HIGH YIELD FUND LIMITED
Supplemental Information and Annual General Meeting
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CQS NEW CITY HIGH YIELD FUND LIMITED
ANNUAL REPORT 30 JUNE 2023
Supplemental Information and Annual General Meeting
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63
ANNUAL REPORT 30 JUNE 2023
CQS NEW CITY HIGH YIELD FUND LIMITED
Corporate Information
Supplemental Information and Annual General Meeting
Corporate Information
Registered Number
95691
Registered Office
CQS New City High Yield Fund Limited
IFC1
The Esplanade
St Helier
Jersey JE1 4BP
Directors
Caroline Hitch
(Chair)
Duncan A H Baxter
Ian Cadby
Wendy Dorman
(Audit and Risk Committee Chair)
John E Newlands
Investment Manager
CQS (UK) LLP
1 Strand
London
WC2N 5HR
AIFM
CQS (UK) LLP
1 Strand
London
WC2N 5HR
Company Secretary, Administrator,
Custodian, Banker and Depositary
BNP Paribas S.A., Jersey Branch
IFC1
The Esplanade
St Helier
Jersey JE1 4BP
Registrars
Computershare Investor Services (Jersey) Limited
13 Castle Street
St. Helier, Jersey JE1 1ES
Channel Islands
Financial Adviser and Corporate Broker
Singer Capital Markets
1 Bartholomew Lane
London
EC2N 2AX
Independent Auditor
PricewaterhouseCoopers CI LLP
37 Esplanade, St Helier
Jersey, Channel Islands
JE1 4XA
Jersey Legal Advisors
Ogier
Ogier House, The Esplanade
St. Helier
Jersey, JE4 9WG
Channel Islands
UK Legal Advisors
Dentons LLP
One Fleet Place,
London EC4M 7WS
Website
www.ncim.co.uk
ISIN
JE 00B1LZS514
Shareholder Information
Net Asset Value/Share Price
The net asset value of the Company’s ordinary shares may be
obtained by contacting CQS on 0207 201 6900 or by email at
clientservice@cqsm.com or alternatively by visiting the Company’s
web site at www.ncim.co.uk.
CQS
NEW
CITY
HIGH YIELD FUND LIMITED