CATCo Reinsurance Opportunities Fund Ltd Ordinary Shares Interim Report for the Six Months Ended 30 June 2024
Interim Financial Report
For the Six Months Ended
To: Specialist Fund Segment,
CHAIRMAN'S STATEMENT
As the underlying investment portfolios of
NET ASSET VALUE ("NAV")
The Company opened the year with a total NAV of
The increase in NAV is due to further upside recorded relating to positive loss development recognized upon commutation of the contracts in the 2018 and 2019 reinsurance portfolios plus interest income. This resulted in a closing NAV per share of
2024 Ordinary Shares NAV ($m)
Opening balance |
|
Investment appreciation net of expenses |
|
Closing balance |
|
2024 C Shares NAV ($m) |
|
Opening balance |
|
Investment appreciation net of expenses |
|
Closing balance |
|
RETURN OF CAPITAL TO SHAREHOLDERS
From the commencement of the Run-Off (
Payment or |
Ordinary |
|||
Form of Return |
Redemption Date / |
Shares |
C Shares |
Total |
Period |
($m) |
($m) |
($m) |
|
Tender Offer |
|
15.3 |
28.0 |
43.3 |
Interim Dividend |
|
4.0 |
11.9 |
15.9 |
Share Buyback |
Oct to |
1.9 |
5.9 |
7.8 |
Partial Compulsory Redemption 1 |
|
5.3 |
24.0 |
29.3 |
Partial Compulsory Redemption 2 |
|
4.6 |
14.2 |
18.8 |
Partial Compulsory Redemption 3 |
|
3.6 |
12.2 |
15.8 |
Partial Compulsory Redemption 4 |
|
7.0 |
30.9 |
37.9 |
Partial Compulsory Redemption 5 |
7 |
|
15.9 |
78.6 |
94.5 |
Partial Compulsory Redemption 6 |
11 |
|
2.0 |
6.0 |
8.0 |
Partial Compulsory Redemption 7 |
|
3.4 |
15.8 |
19.2 |
|
Buy-Out Transaction |
|
51.7 |
53.9 |
105.6 |
|
Partial Compulsory Redemption 8 |
|
4.6 |
13.2 |
17.8 |
|
Total Capital Return |
119.3 |
294.6 |
413.9 |
COMMUTATIONS
The Investment Manager is pursuing the closure of the last remaining 2018 and 2019 risk contracts.
Whilst the underlying risk contracts typically have a 36-month reporting period post expiry of the risk period, the Investment Manager has the discretion to either commute the contract or continue to hold it open if it considers that to do so is in the best interest of Shareholders.
OVERVIEW OF INVESTMENTS
The following table outlines the investments held by the Ordinary Shares and C Shares respectively. Investments Held by Share Class as at
SPI's |
% of Share NAV |
Value in $ millions |
Ordinary Shares |
||
SPI 2018 |
61.79% |
2.16 |
SPI 2019 |
26.89% |
0.94 |
C Shares |
||
SPI 2018 |
70.10% |
12.42 |
SPI 2019 |
21.93% |
3.88 |
Additionally, as at
As previously highlighted, it is not currently possible to determine the ultimate value of Side Pocket Investments ("SPIs") to be realised, as this will only be possible once all remaining contracts have been closed. The Investment Manager remains hopeful all remaining contracts can be closed before the end of 2024.
SIDE POCKET INVESTMENTS ("SPIS")
As at
The positions of the 2018 and 2019 SPIs as at
- 2018 SPIs, principally relating to Hurricanes Michael and Florence, Typhoon Jebi and the 2018 California Wildfires, amount to c. 61.79 per cent of Ordinary Share NAV and c. 70.10 per cent of C Share NAV (
31 December 2023 : c. 62.1 per cent and c. 70.8 per cent of Ordinary Share and C Share NAV respectively). - 2019 SPIs relating to Hurricane Dorian, Typhoons Faxai and Hagibis and the Australian bushfires, amount to c. 26.89 per cent of Ordinary Share NAV and c. 21.93 per cent of C Share NAV (
31 December 2023 : c. 22.1 per cent and c. 18.2 per cent of Ordinary Share and C Share NAV respectively).
DIRECTORS' REPORT
EFFICIENT CAPITAL MANAGEMENT DURING RUN-OFF OF PORTFOLIO AND DISTRIBUTIONS
During the period from inception of the Company to
With effect from
In view of the amendment to the Company's investment policy referred to above, the Directors have concluded that the Company will not raise further capital in any circumstances, and so the Company is being wound down by means of a managed process leading to liquidation in due course. Accordingly, the only further business that will be undertaken is that necessary to complete the Run-Off of each of the Company's portfolios.
The Directors remain of the view that it is currently in the best interests of the Company for the Investment Manager to continue to manage the Run-Off, rather than to commence a formal members' voluntary liquidation. The Directors will keep this approach under review and currently anticipate that they will not look to put the Company into members' voluntary liquidation until the Run-Off is substantially completed. At such time, a further circular will be delivered to Shareholders to convene a further meeting at which the Shareholders will be asked to approve the liquidation.
MANAGEMENT OF RISK
The Board of Directors regularly reviews the major strategic and emerging risks that the Board and the Investment Manager have identified, and against these, the Board sets out the delegated controls designed to manage those risks.
The principal risks facing the Company relate to share price and liquidity and the efficient management of the Run-Off process. The Run-Off process is managed by the process of formal oversight at each Board meeting, and by interim progress update reports provided by the Investment Manager to the Board. Operational disruption, accounting and legal risks are covered annually, and regulatory compliance is reviewed at each Board meeting.
The Board is assured that there are sufficient systems and controls in place to ensure the continuity and adequacy of the services provided by the Investment Manager and that the Run-Off process, including returns of capital to Shareholders (after repayment of the Buy-Out Amount, as described in the 2023 Annual Report) and the management of costs and expenses, will continue to be managed efficiently. Additionally, emerging risks in the reinsurance market are not relevant to the underlying portfolio that is in Run-Off.
In the view of the Board, there have not been any changes to the fundamental nature of these risks since the previous Report, and these principal risks and uncertainties are equally applicable to the remaining six months of the financial year as they were to the six months under review.
SHARE CAPITAL
The Company's issued share capital at
RELATED PARTY DISCLOSURE AND TRANSACTIONS WITH THE INVESTMENT MANAGER
The Investment Manager, which was appointed as the Company's Investment Manager on
On
As at the date of this report,
In addition, one of the Directors of the Company is also a Shareholder of the Company.
GOING CONCERN STATUS
The Company's business activities, together with the factors likely to affect its future development, performance and position, are set out in the Chairman's Statement.
After due and careful consideration of the Company's circumstances and objectives as described elsewhere in this document, the Directors have concluded that the Company has adequate financial resources to continue its operational existence for the foreseeable future, and at least six months from the date of this half-yearly report or until such time as the Board considers it appropriate, having taken advice, to place the Company into voluntary liquidation. Accordingly, the Board continues to adopt the going concebasis in preparing these accounts.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors are responsible for preparing the Half-Yearly Financial Report in accordance with applicable law and regulations. The Directors confirm that, to the best of their knowledge:
1. The condensed set of Financial Statements contained within the unaudited Half-Yearly Financial Report has been prepared in accordance with
Principles ("
2. The Chairman's Statement, the Directors' Report, the Financial Highlights and the notes to the
Condensed Interim Financial Statements provide a fair review of the information required by rule 4.2.7R of the Disclosure Guidance and Transparency Rules (being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of unaudited Financial Statements and a description of the principal risks and uncertainties for the remaining six months of the financial year) and rule 4.2.8R (being related party transactions that have taken place during the first six months of the current financial year and that have materially affected the financial position or performance of the Company during that period; and any changes in the related party transactions described in the last Annual Report that could do so).
The Half-Yearly Financial Report was approved by the Board on
CONDENSED STATEMENTS OF ASSETS AND LIABILITIES
(Expressed in |
Six months to |
Six months to |
Year ended |
|
|
|
|
(Unaudited) |
(Unaudited) |
(Audited) |
|
$ |
$ |
$ |
|
Assets |
|||
Investments in Markel CATCo Reinsurance |
19,410,197 |
9,187,391 |
12,772,756 |
|
|||
(Note 4) |
|||
Cash and cash equivalents (Note 2) |
4,124,348 |
4,213,381 |
4,111,158 |
Other assets |
8,312 |
40,258 |
38,928 |
Total assets |
23,542,857 |
13,441,030 |
16,922,842 |
Liabilities |
|||
Schemes of Arrangement Buy-Out Ordinary |
1,414,871 |
2,490,070 |
2,178,635 |
Course Fees (Note 1 and Note 12) |
|||
Due from |
555,667 |
- |
- |
Ltd. - Markel CATCo Diversified Fund |
|||
Management fee payable (Note 8) |
3,392 |
2,990 |
3,192 |
Accrued expenses and other liabilities |
349,810 |
166,103 |
265,772 |
Total liabilities |
2,323,740 |
2,659,163 |
2,447,599 |
Net assets |
21,219,117 |
10,781,867 |
14,475,243 |
NAV per Share (Note 6) |
|||
CONDENSED STATEMENTS OF OPERATIONS
(Expressed in |
Six months to |
Six months to |
Year ended |
|
|
|
|
(Unaudited) |
(Unaudited) |
(Audited) |
|
$ |
$ |
$ |
Net investment income allocated from
Interest income |
10,813 |
11,335 |
23,554 |
Management fee waived (Note 8) |
62,990 |
33,840 |
79,529 |
Management fee (Note 8) |
(125,980) |
(67,680) |
(159,058) |
Administrative fee (Note 9) |
(31,657) |
(32,204) |
(63,826) |
Professional fees and other |
(15,514) |
(24,133) |
(47,763) |
Schemes of Arrangement Buy-Out Ordinary |
(5,694) |
90,177 |
191,118 |
Course Fees (Note 12) |
|||
Net investment income allocated from Master |
(105,042) |
11,335 |
23,554 |
Fund |
|||
Investment income |
|||
Interest |
106,433 |
98,019 |
206,030 |
Total investment income |
106,433 |
98,019 |
206,030 |
Company expenses |
|||
Schemes of Arrangement Buy-Out Ordinary |
763,764 |
290,565 |
602,000 |
Course Fees (Note 12) |
|||
Management fee waived (Note 8) |
6,683 |
5,884 |
12,166 |
Professional fees and other |
(184,412) |
(267,681) |
(555,834) |
Management fee (Note 8) |
(13,366) |
(11,768) |
(24,332) |
Administrative fee (Note 9) |
(17,000) |
(17,000) |
(34,000) |
|
555,669 |
- |
- |
Net investment income |
557,060 |
109,354 |
229,584 |
Net realised loss and net change in |
|||
unrealised gain / (loss) on securities |
|||
allocated from |
|||
Net change in unrealised loss on securities |
6,186,814 |
1,638,137 |
5,211,283 |
Net gain on securities allocated from Master |
6,186,814 |
1,638,137 |
5,211,283 |
Fund |
|||
Net increase in net assets resulting from |
6,743,874 |
1,747,491 |
5,440,867 |
operations |
|||
CONDENSED STATEMENTS OF CHANGE IN NET ASSETS |
|||
(Expressed in |
Six months to |
Six months to |
Year ended 31 |
|
|
|
|
(Unaudited) |
(Unaudited) |
(Audited) |
|
$ |
$ |
$ |
|
Operations |
|||
Net investment gain |
557,060 |
109,354 |
229,584 |
Net change in unrealised loss on securities |
6,186,814 |
1,638,137 |
5,211,283 |
allocated from |
|||
Net increase in net assets resulting from |
6,743,874 |
1,747,491 |
5,440,867 |
operations |
|||
Capital share transactions |
|||
Repurchase of Class Ordinary Shares (Note 6) |
- |
- |
- |
Repurchase of Class |
- |
- |
- |
||
Dividends paid (Note 6) |
- |
- |
- |
||
Net decrease in net assets resulting from |
- |
- |
- |
||
capital share transactions |
|||||
Net increase/ (decrease) in net assets |
6,743,874 |
1,747,491 |
5,440,867 |
||
Net assets, beginning of period |
14,475,243 |
9,034,376 |
9,034,376 |
||
Net assets, end of period |
21,219,117 |
10,781,867 |
14,475,243 |
||
CONDENSED STATEMENTS OF CASH FLOW |
|||||
Six months to |
Six months to |
Year ended 31 |
|||
(Expressed in |
|
|
|
||
(Unaudited) |
(Unaudited) |
(Audited) |
|||
$ |
$ |
$ |
|||
Cash flows from operating activities |
|||||
Net increase in net assets resulting from |
6,743,874 |
1,747,491 |
5,440,867 |
||
operations |
|||||
Adjustments to reconcile net increase in net |
|||||
assets resulting from operations to net cash |
|||||
provided by/ (used in) operating activities: |
|||||
Net investment income, net realised loss |
(6,081,772) |
(1,649,472) |
(5,234,837) |
||
and net change in unrealised gain / (loss) |
|||||
on securities allocated from |
|||||
Purchase of investment in Markel CATCo |
(555,669) |
- |
- |
||
|
|||||
|
|||||
Changes in operating assets and liabilities: |
|||||
Due from Markel CATCo Reinsurance |
555,667 |
- |
- |
||
|
|||||
Fund |
|||||
Other assets |
30,616 |
4,407 |
5,737 |
||
Schemes of Arrangement Buy-Out |
(763,764) |
(290,565) |
(602,000) |
||
Ordinary Course Fees (Note 12) |
|||||
Management fee payable |
200 |
184 |
386 |
||
Accrued expenses and other liabilities |
84,038 |
5,386 |
105,055 |
||
Net cash provided by (used in) operating |
13,190 |
(182,569) |
(284,792) |
||
activities |
|||||
Cash flows from financing activities |
|||||
Repurchase of Class Ordinary Shares |
- |
- |
- |
||
Repurchase of Class |
- |
- |
- |
||
Dividends paid (Note 6) |
- |
- |
- |
||
Net cash used in financing activities |
- |
- |
- |
||
Net increase / (decrease) in cash and |
13,190 |
(182,569) |
(284,792) |
||
cash equivalents |
|||||
Cash and cash equivalents, beginning of |
4,111,158 |
4,395,950 |
4,395,950 |
||
period |
Cash and cash equivalents, end of period |
4,124,348 |
4,213,381
4,111,158
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS -
(Expressed in
1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
The objective of the
On
On
The appointment of the JPLs and
Upon the expiry of the "Early Consent Deadline" for the Buy-Out Transaction on
Company had entered into support undertakings or otherwise indicated their support for the Buy-Out Transaction.
On
Under the improved terms of the Buy-Out Transaction, investors in the Funds retained the right to receive any possible upside at the end of the applicable Run-Off period if currently held reserves exceed the amounts ultimately necessary to pay claims and after the repayment of the "Buy-Out Amount" provided by affiliates of
On
On
Under the Buy-Out Transaction, the Funds' investors received an accelerated retuof 100% of the NAV of the Funds as at
In relation to the Company, the Buy-Out Transaction was implemented by way of a redemption of 99% of the holdings of each investor in the
Investors remain entitled, through their retained interest in the Company, to receive the remaining assets of the Company (as and when such assets become available for distribution and the Board determines it is appropriate to make such distributions), including any surplus from the existing cash reserves held by the Company and any upside following the repayment of the Buy-Out Amount.
In
The Investment Manager is subject to the ultimate supervision of the Board, and is responsible for all of the Company's investment decisions. On
Manager. On
The Reinsurer is a
The Reinsurer focuses primarily on property catastrophe insurance and may be exposed to losses arising from hurricanes, earthquakes, typhoons, hailstorms, winter storms, floods, tsunamis, tornados, windstorms, extreme temperatures, aviation accidents, fires, wildfires, explosions, marine accidents, terrorism, satellite, energy and other perils.
The Company's shares are listed and traded on the Specialist Fund Segment of the Main Market of the
Basis of Presentation
The interim condensed Financial Statements are expressed in
Under the terms of the Schemes of Arrangement Buy-Out agreement, estimated ordinary course fees, including estimated fees for the remaining Run-Off period of the Company, were accelerated in 2022 and formed part of the investor Buy-Out settlement. As such, these fees have been recognised as Schemes of Arrangement Ordinary Course Fees (Note 12) in the financial statements.
Going ConceConsiderations
In accordance with ASC 205-40-50, Presentation of Financial Statements-Going Concern, the Investment Manager and the Board have reviewed the Company's ability to continue as a going conceand have confirmed their intent to continue to Run-Off the Company's portfolios as a going conceuntil such time that the portfolio has been run-off. The Investment Manager and the Board have concluded that the Company has sufficient financial resources to continue as a going concebased on the following key considerations: (i) the Company holds investments in the
Cash and Cash Equivalents
Cash and cash equivalents include short-term, highly liquid investments, such as money market funds, that are readily convertible to known amounts of cash and have original maturities of three months or less.
Valuation of Investments in the
The Company records its investments in the
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