YAPI KREDI SICAV. Société d'investissement à Capital Variable

Transcription

1 Société d'investissement à Capital Variable Annual Report and Audited Financial Statements For the period from February 14, 2013 (date of incorporation) to December 31, 2013 R.C.S. LUXEMBOURG B No subscription can be accepted on the basis of this financial report. Subscriptions are only valid if made on the basis of the current prospectus accompanied by the last key investor information document ( KIID ), the most recent annual report and the most recent semi-annual report, if published thereafter.

2 Table of Contents Company Information 2 Directors Report Independent Auditor s Report 3 4 Statement of Net Assets 6 Statement of Operations and Changes in Net Assets 7 Net Assets Information Notes to the Financial Statements 8 9 Schedule of Investments and Other Net Assets 15 Industrial Classification of the Investment Portfolio 16 1

3 Company Information Registered office 31, Z.A. Bourmicht L-8070 Bertrange Grand Duchy of Luxembourg Directors of the Company Mr Mert Yazicioglu Chairman of the Company Executive Vice President & Executive Committee Yapi Kredi Bank, Turkey Mr Stefano Schrievers Manager UniCredit, Italy Mr Özgür Maras Chief Executive Officer Yapi Kredi Bank Nederland N.V. Netherlands Management Company MDO Management Company S.A. 19, rue de Bitbourg L-1273 Luxembourg Grand Duchy of Luxembourg Directors of the Management Company Mr Géry Daeninck, Chairman Mr. Garry Pieters Mr. John Li Mr. Yves Wagner Mr. Martin Vogel Managers of the Management Company Ms. Francesca Gigli (until June 19, 2013) Mr. Riccardo del Tufo Ms. Maria-Cecilia Lazzari (until October 31, 2013) Mr. Olivier Schalbetter (from June 17, 2013) Depositary Bank, Central Administration, Transfer, Registrar and Paying Agent Citibank International plc (Luxembourg Branch) 31, Z.A. Bourmicht L-8070 Bertrange Grand Duchy of Luxembourg Investment Manager Yapi Kredi Portföy Yönetimi A.Ş. Yapi Kredi Plaza A Bok Kat: 13 Levent Istanbul Turkey Auditor Ernst & Young S.A. 7, rue Gabriel Lippmann Parc d'activité Syrdall 2 Munsbach L-5365 Luxembourg Grand Duchy of Luxembourg Information to Shareholders Annual reports and semi-annual reports or any other information relating thereto may be obtained from the registered office of the Company at 31 Z.A. Bourmicht, L-8070 Bertrange, Grand Duchy of Luxembourg. 2

4 Directors Report Market Developments Following a suitable environment for emerging markets in the first half of 2013, fund flows towards the developed markets shaped the global environment in the second half of the year. A comparison made with MSCI indices reveals a 25% increase in G7 equity markets, whereas emerging markets recorded a decline of 11% throughout the year. Turkey as an emerging market, was by no means an exception and recorded a decline of 31% in her equity markets. Expectations about FED s possible tapering was another important issue. Starting from the month of May, we have seen some signals on that front. Accordingly markets were expecting tapering to start in September. However, FED waited until December and started to reduce the amount of its bond buying program by USD 10 billion. Markets are expecting a higher growth (2.9%) this year in the US, compared to last year (1.9%). Hence, FED is expected to continue tapering until the end of 2014, but rate hikes will only come in FED and markets will closely watch employment and production data in order to be convinced for rate hikes. Some indicators point out a recovery in Europe as well. The Eurozone economy will probably register a positive growth in This will favorably affect Turkey s economy as Europe is a major trading partner of the country. On the domestic front, Turkish markets enjoyed an EM friendly environment in the first half of Turkey also benefitted from rating upgrades in 4Q12 and 1H13. Moreover, Fitch s upgrade carried Turkey to investment grade zone. In the second half of the year however, outflow from EMs put pressure both on the currency and interest rates. Accordingly, volatility on the stock exchange increased rapidly. Inflation climbed to 7.4%, well above Turkish Central Bank s 5% medium term target. Downward pressure on the currency took its toll further on inflation in December and January 2014 and the YoY CPI inflation increased to 7.75%. Turkish economy recorded a growth rate of 4% in the first three quarters of However, expectation about 2014 point to lower figures at around 2% or maybe even less. The Turkish Central Bank opted for monetary tightening in January 2014, following rapid depreciation of the TRY in the last two months. Indeed, the performance of the currency was much more weaker than its other EM counterparts throughout It seems that the TRY gained stability following Turkish Central Bank s move. Hence further tightening seems not to be on the agenda. Turkey is entering an election period starting from March Local elections on the last week of March will be followed by the presidential election in July. Then in 2015, there will be general elections. Normally, one should expect impairment of fiscal dynamics during election periods. However, the experience of the last decade reveals immediate improvement in budget figures following elections. The recent data suggests that 12M average budget deficit is at its lowest level of the last two years. Similarly the primary balance is on a strong position. Hence, unless many other counterparts, Turkey has the opportunity to have public contribution in her growth in Luxembourg, 16 April 2014 The Board of Directors 3

5 Independent Auditor s Report working world TVA LU Building a better Parc dactivité Syrdall 2 L-5365 Munsbach B.P. 780 L-2017 Luxembourg Tel: R.C.S. Luxembourg B E yr 7, rue Gabriel Lippmann Société anonyme 4 A member firm of Ernst & Young Global Limited audit opinion. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our including the assessment of the risks of material misstatement of the financial statements, whether due to financial statements. The procedures selected depend on the judgement of the rdviseur d entreprises agréé, fraud or error. In making those risk assessments, the réviseur d entreprises agréé considers internal control the Company, as well as evaluating the overall presentation of the financial statements. relevant to the entity s preparation and fair presentation of the financial statements 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 entity s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors of An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the our audit in accordance with International Standards on Auditing as adopted for Luxembourg by the Commission de Surveillance du Secteur Financier. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial Our responsibility is to express an opinion on these financial statements based on our audit. We conducted statements are free from material misstatement. Responsibility ofthe réviseur d entreprises agréé The Board of Directors of the Company is responsible for the preparation and fair presentation of these financial statements in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the financial statements and for such internal control as the Board of Directors of the Company determines is necessary to enable the preparation and presentation of financial statements that are free from material misstatement, whether due to fraud or error. Responsibility of the Board ofdirectors of the Companyfor the financial statements of incorporation) to December 31, 2013, and a summary of significant accounting policies and other comprise the statement of net assets and the schedule of investments and other net assets as at December 31, explanatory notes to the financial statements. We have audited the accompanying financial statements of Yapi Kredi SICAV (the Company ), which 2013 and the statement of operations and changes in net assets for the period from February 14, 2013 (date 31, LA. Bourmicht To the Shareholders of Yapi Kredi SICAV L-8070 Bertrange Grand Duchy of Luxembourg Ernst & Young

6 - EY Building a world working better Independent Auditor s Report (continued) Opinion In our opinion, the financial statements give a true and fair view the financial position Yapi Kredi SICAV as 31, 2013, and the result its operations and changes in its net assets for the from February 14, 2013 (date incorporation) to December 31, 2013 in accordance with legal and regulatory requirements relating to the preparation and presentation the financial statements. period Luxembourg of December of of of of of of Other matter Supplementary included in the annual report has been reviewed in the context our mandate has not been to specific audit procedures out in accordance with the standards described above. Consequently, we express no opinion on such information. However, we have no observation to make concerning such information in the context the financial statements taken as a whole. but information subject of carried of Ernst & Young Société anonyrne Cabinet de revision agrëé Nicolas Bannier Luxembourg, 16 April A member firm of Ernst & Young Global Limited

7 Statement of Net Assets as of December 31, 2013 Yapi Kredi SICAV- Equity Turkey (1)) EUR ASSETS Investments at cost 3,889,169 Unrealised depreciation (1,232,254) Investments at market value 2,656,915 Future margins (note 7) 43,506 Cash at banks 426,002 TOTAL ASSETS 3,126,423 LIABILITIES Accrued expenses 43,171 TOTAL LIABILITIES 43,171 TOTAL NET ASSETS 3,083,252 (1) The Sub-Fund commenced operations on May 7, 2013 The accompanying notes form an integral part of the financial statements. 6

8 Statement of Operations and Changes in Net Assets for the period from February 14, 2013 (date of incorporation) to December 31, 2013 Yapi Kredi SICAV- Equity Turkey (1) NET ASSETS AT THE BEGINNING OF THE PERIOD - INCOME Dividends, net 31,052 TOTAL INCOME 31,052 EXPENSES Depository Bank fees (note 3.5) 9,027 Investment management fees (note 3.2) 12,606 Central administration, registrar and transfer agent fees (note 3.4) 27,084 Management Company fees (note 3.1) 6,521 Transaction costs (note 6) 6,902 Professional fees 16,386 Compliance fees 7,091 Subscription duty (note 5) 270 Regulatory fees 6,000 Value Added Tax 9,001 Other expenses 6,146 TOTAL EXPENSES 107,034 NET LOSS FROM INVESTMENTS (75,982) Net realised loss on sale of investments (541,539) Net realised loss on future contracts (7,593) Net realised loss on foreign exchange (59,380) NET REALISED LOSS (608,512) Change in net unrealised depreciation on investments (1,232,254) NET DECREASE IN NET ASSETS AS A RESULT OF OPERATIONS (1,916,748) MOVEMENTS IN CAPITAL Issue of shares 5,000,000 NET ASSETS AT THE END OF THE PERIOD 3,083,252 EUR (1) The Sub-Fund commenced operations on May 7, 2013 The accompanying notes form an integral part of the financial statements. 7

9 Net Assets Information as of December 31, 2013 YAPI KREDI SICAV - Equity Turkey (1) EUR Net assets as of December 31, ,083,252 Net asset value per share as of December 31, 2013 EUR I Number of shares outstanding as of May 7, 2013 EUR I - Number of shares issued EUR I 50, Number of shares redeemed EUR I - Number of shares outstanding as of December 31, 2013 EUR I 50, (1) The Sub-Fund commenced operations on May 7,

10 Notes to the financial statements as of December 31, Organisation Yapi Kredi SICAV (the Company ) was incorporated on February 14, 2013 as an open-ended investment company and is organized as Société d Investissement à Capital Variable ( SICAV ) under Part I of the Law of 17 December 2010 of the Grand Duchy of Luxembourg, as amended. The Statutes of the Company were published in the Mémorial, Recueil des Sociétés et Associations (the Mémorial ) on March 4, 2013 under register number B The main objective of the Company is to provide a range of sub-funds (hereinafter referred to individually as Sub-Fund and collectively as the Sub-Funds ) combined with active professional management to diversify investment risk and satisfy the needs of investors seeking income, capital conservation and longer term capital growth. Each Sub-Fund corresponds to a distinct part of the assets and liabilities of the Company. As at December 31, 2013, the Company contains the following active Sub-Fund: - Yapi Kredi SICAV Equity Turkey Under the statutes of the Company, the Directors have the power to create and issue several different classes of shares within each Sub-Fund whose characteristics may differ from those classes then existing. As at December 31, 2013, the Sub-Fund offers the EUR I class of shares dedicated to institutional investors. The financial year of the Company starts on January 1 and ends on December 31 of each year. The first financial year started at the launch of the Company and ended on December 31, Summary of significant accounting policies The financial statements are presented in accordance with the legal reporting requirements in Luxembourg. These financial statements are prepared in accordance with generally accepted accounting principles for Investment Funds in the Grand Duchy of Luxembourg. The reference currency of the Sub-Fund is Euro ( EUR ). 2.1 Investment objective and principle The investment objective of the Yapi Kredi SICAV Equity Turkey Sub-Fund is to achieve capital appreciation in the long term. The Sub-Fund will seek to achieve its investment objective primarily through the investment in the Turkish equity market within the framework of the investment principles. 2.2 Investment securities Transferable securities and money market instruments admitted to official listing on a stock exchange or dealt in on another market in a non-member State which is regulated, operates regularly and is recognised and open to the public, are valued on the basis of the last known price. If the same security is quoted 9

11 Notes to the financial statements as of December 31, 2013 (continued) 2. Summary of significant accounting policies (continued) 2.2 Investment securities (continued) on different markets, the quotation of the main market for this security will be used. If there is no relevant quotation or if the quotations are not representative of the fair value, the evaluation will be done in good faith by the Board of Directors or its delegate with a view to establish the probable sales price for such securities. Non-listed securities are valued on the basis of their probable sales price as determined in good faith by the Board of Directors and its delegate. Liquid assets are valued at their nominal value plus accrued interest. In the event it is impossible or incorrect to carry out a valuation in accordance with the above rules owing to particular circumstances, such as hidden credit risk, the Board of Directors is entitled to use other generally recognised valuation principles, in order to reach a proper valuation of the Sub-Fund's total assets. The difference between the cost of securities and their market value on the balance sheet date is recognised in the Statement of Net Assets under the heading Unrealised appreciation/(depreciation). Any change in the difference arising between the cost of securities held at period end and their market value at that date is recognised in the Statement of Operations and Changes in Net Assets under the heading Change in net unrealised appreciation/(depreciation) on investments. 2.3 Interest income Interest income includes interest applied to bonds and interest applied to bank accounts. It is accrued gross on a daily basis. Withholding tax is paid out of the gross income. 2.4 Dividend income Dividends, if any, are accounted for on an ex-dividend basis net of any irrecoverable withholding tax. 2.5 Realised gains and losses on sales of investments Realised gains and losses comprise the profit or loss arising from disposal of securities during the period and differences arising on the revaluation of other assets and liabilities denominated in foreign currencies. Realised gains or losses are determined on the basis of the weighted average cost of the securities sold. 2.6 Conversion of foreign currencies The financial statements and accounting records are expressed in the reference currency of the Sub-Fund. Amounts denominated in other currencies are translated into the base currency on the following basis: (i) investment valuations and other assets and liabilities initially expressed in other currencies are converted each valuation day into the base currency using currency exchange rates prevailing on such business day; 10

12 Notes to the financial statements as of December 31, 2013 (continued) 2. Summary of significant accounting policies (continued) 2.6 Conversion of foreign currencies (continued) (ii) purchases and sales of foreign investments, income and expenses are converted into the base currency using currency exchange rates prevailing on the respective dates of such transactions. Main exchange rate used as of December 31, 2013 is: 1 TRY = EUR 2.7 Formation expenses The expenses of first establishment are exclusively charged to the Sub-Fund opened at the incorporation of the Company. 2.8 Derivatives Financial derivative instruments listed on an official exchange or dealt in on another Regulated Market are valued on the basis of the last available price. Financial derivative instruments which are not listed on any official stock exchange or traded on any Other Regulated Market are valued in a reliable and verifiable manner on a daily basis in accordance with market practice. Future contracts Outstanding future contracts, if any, are valued at the close of business market prices or the last available market price of the instruments. The unrealised appreciation or depreciation on future contracts is included in the Statement of Net Assets under the heading Net unrealised appreciation/(depreciation) on future contracts. All margin accounts are included in Future margins. The realised gain or loss on future contracts is disclosed in the Statement of Operations and Changes in Net Assets under the heading Net realised gain/(loss) on future contracts. Foreign exchange The realised gain or loss on foreign exchange is shown in the Statement of Operations and Changes in Net Assets under the heading Net realised gain/(loss) on foreign exchange. 3. Fees and expenses 3.1 Management Company fees The Board of Directors of the Company has appointed MDO Management Company S.A. as management company (the Management Company ). In consideration of its investment management, administration and distribution services, the Management Company is entitled to receive management, distribution, central administration and performance fee. These fees are calculated based on the Net Asset Value of the Sub-Fund and are paid quarterly in arrears. 11

13 Notes to the financial statements as of December 31, 2013 (continued) 3. Fees and expenses (continued) 3.1 Management Company fees (continued) Third parties to whom such functions have been delegated by the Management Company may receive their remunerations directly from the Company (out of the assets of the Sub-Fund), such remunerations being in that case not included in the management fee payable to the Management Company. These remunerations are calculated based on the Net Asset Value of the Sub-Fund and is paid on a monthly or quarterly basis in arrears, depending on the terms and conditions of the relevant agreements. The Management Company fees equal up to 0.04% p.a. with a minimum fixed fee of EUR 10,000 p.a. per Sub-Fund, out of the assets of the Company. 3.2 Investment management fees The Management Company has appointed Yapi Kredi Portföy Yönetimi A.Ş. as Investment Manager of the Company. In consideration of its services, the Investment Manager receives on a monthly basis an investment management fee out of the assets of the Company as follows: Class name EUR I Yapi Kredi SICAV Equity Turkey 0.50% 3.3 Performance fee The Investment Manager is entitled to a performance fee (the Performance Fee ). For each Calculation Period (as defined below as the Calculation Period ), the Performance Fee in respect of EUR I class is equal to 20% of any appreciation in the Net Asset Value per share (prior to reduction of any accrued Performance Fee) of such class during that Calculation Period above the MSCI Turkey (the Benchmark ) of that share as measured at the end of each Calculation Period and named as net profit (the Net Profit ). No Performance Fee is payable in respect of any such class unless the Net Asset Value (prior to reduction of any accrued Performance Fee) of the relevant class as of the end of the relevant Calculation Period exceeds its Benchmark. The Calculation Period of the Performance Fee in respect of each shareholding is twelve months ending at the end of the financial year. The initial Calculation Period (the Initial Calculation Period ) in respect of any class commences on the launch date of the Sub-Fund or the launch date of a class and ends on the last Business Day of the financial year in which such launch date occurs. The Performance Fee is deemed to accrue as at each Valuation Date. The Performance Fee in respect of each Calculation Period is calculated by reference to the Net Asset Value before deduction of any accrued Performance Fee. 12

14 Notes to the financial statements as of December 31, 2013 (continued) 3. Fees and expenses (continued) 3.3 Performance fee (continued) The Performance Fee is normally payable to the Investment Manager in arrears at the end of each Calculation Period within fifteen Business Days after the end of such Calculation Period. However, in the case of shares redeemed during a Calculation Period, the Performance Fee in respect of those shares will be calculated as if the date of redemption of such shares was the end of the Calculation Period. For the period ended December 31, 2013, no performance fee has been accrued. 3.4 Central Administration, Registrar and Transfer Agent fees The Management Company and the Company have entered into a Fund Administration Services Agreement with Citibank International plc (Luxembourg Branch). Under this agreement, Citibank International plc (Luxembourg Branch) provides the Company under supervision and responsibility of the Management Company with services as central administration (the Central Administration, Registrar and Transfer Agent ). In consideration of its services as central administration, Citibank International plc (Luxembourg Branch) receives a central administration fee of 0.20% p.a. with a minimum fixed fee of EUR 30,000 p.a. out of the assets of the Company. 3.5 Depositary Bank fees The Company has entered into a Custodian and Paying Agent Services Agreement with Citibank International plc (Luxembourg Branch) (the Depository Bank ). In consideration of its services as Depository Bank, Citibank International plc (Luxembourg Branch) receives a depositary fee of 0.20% p.a. with a minimum fixed fee of EUR 9,600 p.a. out of the assets of the Company. 4. Income policy Within each Sub-Fund, the Board of Directors may decide to issue accumulating and/or distributing shares. As at December 31, 2013, the EUR I class of shares available to investors is an accumulating class. 5. Subscription duty Under Luxembourg law, there are currently no Luxembourg taxes on income, withholding or capital gains by the Company. The Company is, however, subject to a taxe d abonnement of 0.05% per annum, calculated and payable quarterly, on the aggregate Net Asset Value of the outstanding shares of the Company at the end of each quarter. This annual tax is however reduced to 0.01% on the aggregate Net Asset Value of the shares dedicated to institutional investors. 13

15 Notes to the financial statements as of December 31, 2013 (continued) 5. Subscription duty (continued) Shareholders are, at present, not subject to any Luxembourg capital gains, income, withholding, gift, estate, inheritance or other tax with respect to shares owned by them (except, where applicable, shareholders who are domiciled or reside in or have permanent establishment or have been domiciled or have resided in Luxembourg). 6. Transaction costs For the period ended December 31, 2013, the Company incurred transaction costs related to the purchase and sale of financial instruments (securities and derivatives) for an amount of EUR 6,902. The transaction costs mainly relates to brokerage fees. 7. Cash at broker As of December 31, 2013, the Company still held a margin amount of EUR 43,506 with Yapi Kredi Yatirim Menkul Degerler A.Ş. in respect of future contracts held during the reporting period. 8. Risk management In accordance with the Law and the applicable regulations, the Management Company uses a riskmanagement process which enables it to assess the exposure of the Sub-Fund to market, liquidity and counterparty risks, and to all other risks, including operational risks, which are material to the Sub-Fund. As part of the risk management process, the Management Company uses the commitment approach to monitor and measure the global exposure of the Sub-Fund. 14

16 Schedule of Investments and Other Net Assets as of December 31, 2013 Yapi Kredi SICAV Equity Turkey Quantity Description Market Value % Net Assets Transferable securities and money market instruments admitted to an official exchange listing TRY Equities 119,000 Akbank TAS 269, ,000 Anadolu Efes Biracilik Ve Malt Sanayii AS 39, ,500 Arcelik AS 71, ,000 Aselsan Elektronik Sanayi Ve Ticaret AS 14, ,000 BIM Birlesik Magazalar AS 205, ,000 Bizim Toptan Satis Magazalari AS 15, ,900 Coca-Cola Icecek AS 85, ,000 Emlak Konut Gayrimenkul Yatirim Ortakligi AS 94, ,857 Enka Insaat ve Sanayi AS 119, ,000 Eregli Demir ve Celik Fabrikalari TAS 108, ,000 Ford Otomotiv Sanayi AS 38, ,000 Haci Omer Sabanci Holding AS 166, ,000 Is Gayrimenkul Yatirim Ortakligi AS 23, ,500 KOC Holding AS 141, ,500 TAV Havalimanlari Holding AS 54, ,000 Tofas Turk Otomobil Fabrik 36, ,001 Trakya Cam Sanayi AS 47, ,250 Tupras-Turkiye Petrol Rafinerileri 148, ,000 Turk Hava Yollari 106, ,367 Turk Sise ve Cam Fabrikalari AS 34, ,000 Turk Telekomunikasyon AS 46, ,000 Turkcell Iletisim Hizmet AS 141, ,000 Turkiye Garanti Bankasi AS 246, ,500 Turkiye Halk Bankasi 149, ,000 Turkiye Is Bankasi 144, ,000 Turkiye Vakiflar Bankasi Tao 74, ,000 Ulker Gida Sanayi ve Ticaret AS 30, Total Equities 2,656, Total Transferable securities and money market instruments admitted to an official exchange listing 2,656, Total Investment in Securities 2,656, Other Net Assets 426, Total Net Assets 3,083, The accompanying notes form an integral part of the financial statements. 15

17 Industrial Classification of the Investment Portfolio as of December 31, 2013 Yapi Kredi SICAV Equity Turkey % Net Sector Assets Banks Diversified companies 9.97 Food services 7.66 Telecommunication services 6.10 Engineering and construction 5.66 Oil and gas producers 4.82 Beverages 4.05 Real estate investment trust 3.83 Iron and steel 3.53 Transportation 3.46 Auto manufacturers 2.42 Home furnishings 2.33 Miscellaneous machinery 1.53 Household products 1.11 Distribution and wholesale 0.52 Aerospace and defence 0.47 Total Investment in Securities Other Net Assets Total Net Assets