Half-year Report
- 167
28 September 2017
Half-year results for the six months ended 31 July 2017
Consistent NAV growth sustained with 8% increase over period
HarbourVest Global Private Equity Limited ("HVPE" or the "Company"), a closed-end investment company, announces its unaudited results for the six months ended 31 July 2017. All figures relate to the half year ended 31 July 2017 unless otherwise stated.
Continued growth
- In the six months, 8% growth in net asset value ("NAV") per share to $19.98
- NAV per share approximately doubled since $10.00 starting point at inception in 2007
- Annual compound growth rate of 12% in the five years to 31 July 2017 (US dollars)
- Share price up 6% to £12.70 at 31 July 2017
- Active portfolio management, supporting next wave of growth
- $162m committed to new HarbourVest funds (H1 2016: $200m)
- $119m invested in private companies through HarbourVest funds (H1 2016: $131m)
- $126m value growth from investment portfolio (H1 2016: $76m)
- Strong performance from early venture assets, direct co-investments and the European portfolio
- A 2006 vintage US buyout fund-of-funds was the largest individual contributor to NAV
- Net realisations over period with $149m received (H1 2016: $101m); larger exits realised at sustained weighted average of 30% above carrying value
- Net cash of $200m on balance sheet, zero borrowings
Sir Michael Bunbury, Chairman of HVPE, said:
"The six months to 31 July 2017 has been a period of continued progress for HVPE. The Company has delivered NAV growth of 8% in US dollars, building on eight consecutive full financial years of increasing NAV. Furthermore, the Company has reached a significant milestone, with NAV per share now having doubled since launch. This is testament to the ongoing success of HVPE's consistent and proven investment strategy.
"As HVPE approaches its ten-year anniversary this December, I would like to thank all our investors for their continued support. As the Company enters its second decade, it is well-placed to take advantage of the investment opportunities available in private markets as the asset class continues to develop."
HVPE provides a complete private equity solution for institutional and retail investors via access to a well-diversified portfolio managed through four phases of the private equity cycle - Commitments, Investment, Growth, and Realisation (Maturity) - in order to create value.
To view the Company's semi-annual report please follow this link: Semi Annual Report - Period Ending 31 July 2017.
The semi-annual report will also shortly be available on the National Storage Mechanism, which is situated at www.morningstar.co.uk/uk/nsm.
Enquiries:
| HVPE | ||
| Richard Hickman | Tel: +44 (0)20 7399 9847 | [email protected] |
| Charlotte Edgar | Tel: +44 (0)20 7399 9826 | [email protected] |
| HarbourVest Partners | ||
| Laura Thaxter | Tel: +1 (617) 348 3695 | [email protected] |
| MHP Communications | ||
| Charlie Barker / Mark Lunn / Kelsey Traynor | Tel: +44(0)20 3128 8100 | [email protected] |
Notes to Editors
About HarbourVest Global Private Equity Limited:
HarbourVest Global Private Equity Limited ("HVPE" or the "Company") is a Guernsey-incorporated, closed-end investment company which is listed on the Main Market of the London Stock Exchange and is a constituent of the FTSE 250 index. HVPE is designed to offer shareholders long-term capital appreciation by investing in a private equity portfolio diversified by geography, stage of investment, vintage year, and industry. The Company invests in and alongside HarbourVest-managed funds which focus on primary fund commitments, secondary investments and direct co-investments in operating companies. HVPE's investment manager is HarbourVest Advisers L.P., an affiliate of HarbourVest Partners, LLC, an independent, global private markets investment specialist with more than 35 years of experience.
About HarbourVest Partners, LLC:
HarbourVest is an independent, global private markets investment specialist with over 35 years of experience and more than $45 billion in assets under management. The Firm's powerful global platform offers clients investment opportunities through primary fund investments, secondary investments, and direct co-investments in commingled funds or separately managed accounts. HarbourVest has more than 400 employees, including more than 100 investment professionals across Asia, Europe, and the Americas. This global team has committed more than $32 billion to newly-formed funds, completed over $18 billion in secondary purchases, and invested $7 billion directly in operating companies. Partnering with HarbourVest, clients have access to customised solutions, longstanding relationships, actionable insights, and proven results.
This announcement is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in any jurisdiction and should not be relied upon in connection with any decision to subscribe for or acquire any Shares. In particular, this announcement does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States or to US Persons (as defined in Regulation S under the US Securities Act of 1933, as amended ("US Persons")). Neither this announcement nor any copy of it may be taken, released, published or distributed, directly or indirectly to US Persons or in or into the United States (including its territories and possessions), Canada, Australia or Japan, or any jurisdiction where such action would be unlawful. Accordingly, recipients represent that they are able to receive this announcement without contravention of any applicable legal or regulatory restrictions in the jurisdiction in which they reside or conduct business. No recipient may distribute, or make available, this announcement (directly or indirectly) to any other person. Recipients of this announcement should inform themselves about and observe any applicable legal requirements in their jurisdictions.
The Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and, accordingly, may not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, within the United States or to US Persons. In addition, the Company is not registered under the US Investment Company Act of 1940, as amended (the "Investment Company Act") and shareholders of the Company will not have the protections of that act. There will be no public offer of the Shares in the United States or to US Persons.
This announcement has been prepared by the Company and its investment manager, HarbourVest Advisers L.P. (the "Investment Manager"). No liability whatsoever (whether in negligence or otherwise) arising directly or indirectly from the use of this announcement is accepted and no representation, warranty or undertaking, express or implied, is or will be made by the Company, the Investment Manager or any of their respective directors, officers, employees, advisers, representatives or other agents ("Agents") for any information or any of the opinions contained herein or for any errors, omissions or misstatements. None of the Investment Manager nor any of their respective Agents makes or has been authorised to make any representation or warranties (express or implied) in relation to the Company or as to the truth, accuracy or completeness of this announcement, or any other written or oral statement provided. In particular, no representation or warranty is given as to the achievement or reasonableness of, and no reliance should be placed on any projections, targets, estimates or forecasts contained in this announcement and nothing in this announcement is or should be relied on as a promise or representation as to the future.
Other than as required by applicable laws, the Company gives no undertaking to update this announcement or any additional information, or to correct any inaccuracies in it which may become apparent and the distribution of this announcement. The information contained in this announcement is given at the date of its publication and is subject to updating, revision and amendment. The contents of this announcement have not been approved by any competent regulatory or supervisory authority.
This announcement includes statements that are, or may be deemed to be, "forward looking statements". These forward looking statements can be identified by the use of forward looking terminology, including the terms "believes", "projects", "estimates", "anticipates", "expects", "intends", "plans", "goal", "target", "aim", "may", "will", "would", "could", "should" or "continue" or, in each case, their negative or other variations or comparable terminology. These forward looking statements include all matters that are not historical facts and include statements regarding the intentions, beliefs or current expectations of the Company. By their nature, forward looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and may be beyond the Company's ability to control or predict. Forward looking statements are not guarantees of future performance. More detailed information on the potential factors which could affect the financial results of the Company is contained in the Company's public filings and reports.
All investments are subject to risk. Past performance is no guarantee of future returns. Prospective investors are advised to seek expert legal, financial, tax and other professional advice before making any investment decision. The value of investments may fluctuate. Results achieved in the past are no guarantee of future results.
This announcement is issued by the Company, whose registered address is Ground Floor Dorey Court, Admiral Park, St Peter Port, Guernsey, GY1 2HT.
© 2017 HarbourVest Global Private Equity Limited. All rights reserved.
Chairman's Statement
Dear Shareholder
In May I signed out the Chairman's Statement which accompanied the Annual Report to 31 January 2017 of your company, HarbourVest Global Private Equity ("HVPE" or the "Company"). The ensuing four months have proved relatively uneventful although material forward progress has been maintained as reported in the Investment Manager's Review which follows. Consequently in this introductory statement for the six months to 31 July 2017 I will highlight a few points covered in more detail elsewhere in this report and deal with some additional corporate matters.
Performance and Net Asset Value
The Company's functional currency remains the US dollar and approximately 78% of its underlying funds are denominated in US dollars. In US dollars the Company's unaudited Net Asset Value ("NAV") per share appreciated by 8.2% to $19.98. This growth builds on eight consecutive full financial years of increasing NAV as reported at 31 January 2017. The 31 July figures are reported using all 30 June reports on underlying investments and half-year figures will always have a tendency to lag movements in listed markets. For the six months to 31 July the total US dollar return of the FTSE All World Index was 11.8%.
Share Price
The Company's shares are quoted in UK pounds sterling on the London Stock Exchange. The relationship between the US dollar NAV and the share price is affected both by the USD/GBP exchange rate movement and also by the discount to NAV. Owing in part to a reduction in the discount from 18.6% at 31 January to 16.0% at 31 July, the share price rose by 6.3% to end the period at £12.70.
Commitments and Balance Sheet
In keeping with the Company's strategy, new commitments of $162.2 million were made to funds managed by HarbourVest in the six month period. The Investment Manager provides regular updates to the Board in respect of the Company's projected cash flows for up to five years forward. However, the precise timing of drawdowns of cash to fund previously committed investments and realisations from existing investments are subject to short-term fluctuations although over longer periods the actual cash flows have been well in line with the projections. During the six months realisations ran ahead of drawdowns and the Company ended the period with cash balances totalling $200.4 million.
The Investment Manager expects that existing commitments will result in a large part of the available cash being invested over the next two to three years. The Company aims to optimise growth in NAV by investing in private assets whilst maintaining a balance sheet which is positioned to withstand unforeseen shocks. To that end the Company has the benefit of committed bank credit lines totalling $500 million available until December 2020. As I wrote in May, it is intended that those facilities will be regularly renewed and extended such that facilities would be available for at least the following 36 months. Indeed, the possibility of a longer maturity date is being actively explored to provide even more flexibility in the event of unforeseen events.
None of the scenario projections provided by the Investment Manager suggest that material debt will actually be incurred in the Company's strategic planning period which currently runs to 2022. Thus, as has been the case since the launch of the Company in 2007, debt facilities are primarily intended to bridge possible short-term cash flow disparities although, as in the past, they may be used to finance participation in secondary opportunities that may arise in the future.
Annual General Meeting
The Board is grateful to all those shareholders who voted their shares at the AGM in July. Approximately 59% of all shares were voted. All the resolutions were passed, mostly with votes in favour materially exceeding 90%. It is very encouraging to know that a majority of the owners of the outstanding shares, whether voted or not, have shown their support for the direction that the Board and the Investment Manager have set for the Company.
As the Company noted when releasing the results of the AGM, two resolutions which related to the reappointment of the Auditors, Ernst & Young, were passed albeit with less overwhelming majorities. On investigation we became aware that some shareholders were not comfortable seeing additional fees paid to Ernst & Young for tax services amounting to nearly 80% of the audit fee. Those fees were necessarily incurred because of the structure by which the Company holds certain of its investments. It is a legal requirement that the Company makes tax returns in many states in the US as well as a federal return. These tax returns cannot be bypassed and the Company has to employ professionals to undertake the necessary returns. However, in the light of shareholder concern the Company has recently agreed that from 2018 onwards tax services will no longer be provided by the Company's auditor but instead by a different firm. This will result in a substantial reduction in the non-audit fees paid to Ernst & Young.
HVPE's Ten-Year Anniversary
The Company was launched with a NAV of $830 million on the Amsterdam Stock Exchange in December 2007 as the financial world was heading into the worst financial crisis for many decades. The Company weathered that turbulent period without altering in any way its investment strategy and without having to sell assets at a disadvantageous time nor raise any emergency capital to shore up its balance sheet. So as the Company approaches its ten-year anniversary its assets are nearly $1,600 million, it is listed on the Premium Market of the London Stock Exchange and included in the FTSE 250 Index. It is managed by one of the leading global managers of private assets. Its shares trade regularly every day and its size and liquidity make it one of the premier listed vehicles through which all investors, from small individual personal holders through to some of the world's largest investment institutions, can access an asset class the performance of which has historically materially outperformed listed equities. The Board is very appreciative of the support for the Company from all shareholders, whether they acquired their holding at launch in 2007 or have become shareholders more recently.
The last ten years have delivered a wealth of data which has been put to work in refining forecasting and validating the Company's proposition. Once the ten-year statistics are published the Board is confident that they will show the Company in an excellent light and fit and ready to serve investors for the next ten years.
Outlook
The world looks increasingly unpredictable. The economic outlook appears to be one for slower underlying rates of growth in many economies and, despite the continuing benign conditions, the natural business cycle will in due course reassert itself. Your Board and Investment Manager will do their utmost to guard against complacency and continue to strive for the benefit of all shareholders.
Michael Bunbury
Chairman
27 September 2017
Investment Manager's Review
NAV per Share
The NAV per share has grown steadily over the six months to 31 July 2017, increasing by 8.2% from $18.47 to $19.98. There was a recovery in the performance of early venture investments in the period, with growth of 10.3% marking a sharp turnaround from the negative performance reported in the year ended 31 January 2017. Strong gains were made in the direct co-investment portfolio, which saw a value increase of 11.0%, as well as the European assets, which returned 15.0%, aided by foreign exchange tailwinds. As might be expected given HVPE's substantial US exposure, in absolute terms the US assets (60% of the Investment Portfolio value) were the most significant contributor to growth in the period.
HVPE holds 41 HarbourVest funds and two secondary co-investments in total. Of these, the five largest drivers of NAV per share growth in the six months to 31 July are shown individually in the chart below.
// Fund VIII Buyout, a 2006 vintage US buyout fund-of-funds programme, is the largest holding in the portfolio, and is now in the mature phase. Continued strong realisations from this fund helped to deliver growth of 8.9% on HVPE's $137 million holding, adding $0.16 to NAV per share.
// Dover Street VIII, a 2012 vintage global secondary fund, is currently in the growth phase. This fund delivered a return of 8.8% on HVPE's $130 million holding, adding $0.15 to NAV per share.
// The 2007 Direct global co-investment fund, now maturing, delivered the strongest growth rate among the top five funds at 21.4% in the period. HVPE's $54 million holding generated growth in NAV per share of $0.14.
// A similar fund from a later vintage, 2013 Direct, is just entering the growth phase and contributed a further $0.12.
// HIPEP VI, a 2008 vintage international fund-of-funds programme, is nearing the end of the growth phase and contributed $0.10 to NAV per share.
A notable contribution from a fund outside the top five was the $0.07 in NAV per share delivered by Fund X Buyout, a 2015 vintage US buyout fund-of-funds programme still in the early part of its investment phase. HVPE's holding in this fund grew by 18.8% in the period, due primarily to unrealised value gains on the new underlying investments.
New Commitments
In November 2016 HVPE's Strategic Asset Allocation ("SAA") targets were amended with a view to optimising NAV growth over the long term. A review of the current portfolio composition with reference to these targets is included on page 23 of the Semi-Annual Report. HVPE makes commitments to new HarbourVest funds in such a way that the portfolio composition is expected to converge on these targets over a rolling five-year period. New commitments in the six months to 31 July 2017 were focused on the 2017 Global Fund and the international fund-of-funds programme (HIPEP VIII). The Company also committed $10.2 million to participate, alongside other HarbourVest funds, in the acquisition of a portfolio of seven venture capital funds managed by Asia-based venture managers. The funds in this portfolio span a range of vintage years from 2005 to 2015.
Cash Flows
Commitments to HarbourVest funds are drawn down over a number of years as investments are made by, or alongside, underlying managers. In contrast to the year ended 31 January 2017, when investments outpaced realisations, the six months to 31 July 2017 has been characterised by a positive net cash flow trend, with HVPE receiving $149 million in distributions while investing $119 million. This reflects the wider private equity market, where exit activity has outpaced the rate of new investment. In the HVPE portfolio, realisations have been driven by the US and European primary funds, as well as the global secondary funds, while investments have been concentrated in the global fund programme and the more recent secondary funds.
Market Environment
The private markets continue to be favourable for sellers, with M&A and IPO activity continuing at a strong pace. Partly as a consequence of the resulting cash flow to investors, fundraising has gained momentum through the year, with record amounts raised globally in 2017 to-date1. However, levels of uninvested commitments ("dry powder") remain high, meaning competition for assets is strong and prices are being driven upwards. In this environment, private equity managers are scrutinising deals in more depth to ensure that the entry valuation is fully justified by the investment case, and that good returns are achievable even under the assumption of a declining valuation multiple through to exit.
Across all three of HarbourVest's main strategies, deal flow in the six months to 31 July 2017 has been strong. In the fund-of-funds business, HarbourVest continues to secure commitments to over-subscribed funds as a result of its strong and enduring relationships with management groups. The secondaries market continues to evolve, with HarbourVest at the leading edge, focusing on the more complex end of the market to source attractive deals outside of the highly competitive traditional space. The direct co-investment team continues to originate a robust pipeline of deal opportunities, leveraging HarbourVest's relationships with leading managers.
With 35 years' experience, HarbourVest has invested through numerous market cycles and through previous episodes of political uncertainty. HVPE commits to a variety of HarbourVest funds which, in turn, invest over multi-year periods thereby ensuring that capital is put to work at a measured pace in a diverse range of investments. This approach has delivered strong returns for HVPE shareholders over a period approaching ten years, and the strategy remains fundamentally unchanged.
Principal Risks and Uncertainties
Risk Factors
The Board and the Investment Manager have identified a number of risks to the Company's business. A comprehensive risk assessment process is undertaken on a quarterly basis to re-evaluate the impact and probability of each risk materialising and the financial or strategic impact of the risk. Those risks which have a higher probability and a signficant potential impact on performance, strategy, reputation or operations are identified below as principal risks faced by the Company over the next six months.
The Company's Board is responsible for monitoring and oversight of the risks facing the Company and conducts a structured review of these risks, and associated mitigants, on at least a quarterly basis.
| Risk | Description | Mitigating Factor | ||
| Foreign Exchange Risks | Approximately 20% of the value of HVPE's total assets are denominated in non-US dollar currencies, primarily euros. Foreign currency movement affects the Company's investments, borrowings on the multi-currency credit facility, and unfunded commitments. | The Board and the Investment Manager monitor the foreign exchange risk experienced by the Company and will consider implementing hedging arrangements if deemed appropriate. | ||
| Public Market Risks | Public markets in many developed countries are trading close to all-time highs. While economic fundamentals have improved, structural imbalances remain. The Company makes venture capital and buyout investments in companies where operating performance is affected by the broader economic environment within the countries in which those companies operate. While these companies are generally privately owned, their valuations are, in most cases, influenced by public market comparables. In addition, approximately 12% of the Company's portfolio is made up of publicly traded securities whose values increase or decrease alongside public markets. Should global public markets decline or the economic situation deteriorate, it is likely that the Company's NAV could be negatively affected. | Both the Board and the Investment Manager actively monitor the Company's NAV, and exposure to individual public markets is partially mitigated by the geographical diversification of the portfolio. The Board notes that it has limited ability to mitigate public market risk. Stress testing takes place as part of the portfolio composition process to model the effect of different macro-economic scenarios to provide comfort to the Board that the balance of risk and reward is appropriate in the event of a downturn in public markets. | ||
| Balance Sheet Risks | The Company's balance sheet strategy and a willingness to utilise leverage to finance new investments is described on page 65 of the Annual Report. The Company also continues to maintain an over-commitment strategy and may draw on its credit facility to bridge periods of negative cash flow when cash calls on investments are greater than realisations. The level of potential borrowing available under the credit facility could be negatively affected by declining NAVs. Therefore, in a period of declining NAVs, reduced realisations, and rapid substantial cash calls, the Company's net leverage ratio could increase beyond an appropriate level, resulting in a need to sell assets. | The Board has put in place a monitoring programme with a defined Total Commitment Ratio cap, determined with reference to portfolio models, in order to mitigate against the requirement to sell assets at a discount during periods of NAV decline. Both the Board and the Investment Manager actively monitor these metrics and will take appropriate action as required to attempt to mitigate these risks. | ||
| Borrowing Risk | While it is currently undrawn, the Company depends on the availability of its credit facility in order to operate an overcommitment strategy. The Company's lenders may be unable or unwilling to renew or extend the Company's credit facility. | The Board monitors developments in credit markets and intends to renew the credit facility regularly with the aim that there should always be a minimum of 36 months of unexpired facility available. The Board is also actively considering options for other sources of financing. | ||
| Reliance on HarbourVest | The Company is dependent on its Investment Manager and HarbourVest's investment professionals. With the exception of the 2011 Absolute investment and 2012 Conversus investment, nearly all of the Company's assets, save for cash balances and short-term liquid investments, are invested in HarbourVest funds. Additionally, HarbourVest employees play key roles in the operation and control of the Company. The departure or reassignment of some or all of HarbourVest's professionals could prevent the Company from achieving its investment objectives. | This risk is mitigated by the Board monitoring the performance of the Investment Manager on an ongoing basis, including through regular reports and visits to the Investment Manager's London and Boston offices. In addition, the Audit Committee reviewed a recent ISAE 3402 (SOC1) report from the Investment Manager to assess the controls environment of the Investment Manager. Succession planning at the Investment Manager is monitored by the Board of the Company. | ||
| Trading Liquidity and Price | Any ongoing or substantial discount to NAV has the potential to damage the Company's reputation and to cause shareholder dissatisfaction. The five largest shareholders represent approximately 45% of the Company's shares in issue. This may contribute to a lack of liquidity and widening discount. Also, in the event that a substantial shareholder chose to exit the share register, this may have an effect on the discount to NAV. | The Company's shares are admitted to trading on the Main Market of the London Stock Exchange to appeal to a wide variety of shareholders and to increase the liquidity of the Company's shares. In addition, the Board continues to monitor the discount to NAV and will consider appropriate solutions to address any ongoing or substantial discount to NAV. The Company has attracted new shareholders and the concentration of shares held by the five largest shareholders has increased from 45% to 47% in the six months under review. | ||
| Popularity of Listed Private Equity Sector | Investor sentiment may change towards the Listed Private Equity Sector, resulting in a widening of the Company's share price discount to NAV. | The Board has set the Investment Manager the objective of ensuring that the widest possible variety of investors are informed about the Company's performance and proposition in order to mitigate against this. In addition, the Investment Manager actively participates in the marketing of the sector. The size of the Company means that its own success will contribute to the popularity of the sector as a whole. |
Directors' Report
Interim Management Report
A description of the important events that have occurred during the first six months of the financial year and their impact on the performance of the Company as shown in the financial statements are given in the Chairman's Statement , the Investment Manager's Review, and the Notes to the financial statements, and are incorporated here by reference.
The principal risks and uncertainties facing the Company and how the Company seeks to mitigate them can be found above. These remain unchanged from those disclosed in the Company's most recent Annual Report for the year ended 31 January 2017.
There were no material related party transactions which took place in the first six months of the financial year, other than those disclosed in Note 9 to the financial statements. There have been no changes to the related party transactions described in the last Annual Report that could have a material effect on the financial position or performance of the Company in the first six months of the current financial year.
This half-yearly financial report has not been audited or reviewed by auditors pursuant to the Auditing Practices Board guidance on Review of Interim Financial Information.
Going Concern
The performance of the investments held by the Company over the reporting period are described in Note 4 to the financial statements and the outlook for the future is described in the Chairman's Statement. The Company's financial position, its cash flows and liquidity position are set out in the financial statements and the Company's financial risk management objectives and policies, details of its financial instruments and its exposures to market risk, credit risk, interest rate risk and currency risk are set out in Note 2 of the financial statements in the Company's Annual Report and are unchanged. After making due enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in the preparation of this interim financial report.
Statement of Directors' Responsibilities in Respect of the Financial Statements
In accordance with the Disclosure Guidance and Transparency Rules ("DTR"), the directors of the Company confirm to the best of their knowledge that:
// the condensed set of financial statements, which have been prepared in accordance with US Generally Accepted Accounting Principles gives a true and fair view of the assets, liabilities, financial position, and profit or loss of the Company, or the undertakings included in the consolidation as a whole as required by DTR 4.2.4 R;
// the interim management report includes a fair review of the information required by DTR 4.2.7 R; and
// the interim management report includes a fair review of the information concerning related parties transactions required by DTR 4.2.8 R.
By order of the Board
Sir Michael Bunbury
Chairman
Keith Corbin
Chairman of the Audit Committee
27 September 2017
Unaudited Consolidated Financial Statements
Consolidated Statements of Assets and Liabilities
At 31 July 2017 and 31 January 2017
| In US Dollars | 31 July 2017 (Unaudited) | 31 January 2017 (Audited) |
| ASSETS | ||
| Investments | 1,391,743,499 | 1,295,753,465 |
| Cash and equivalents | 200,422,562 | 175,195,209 |
| Other assets | 4,711,102 | 5,275,923 |
| Total assets | 1,596,877,163 | 1,476,224,597 |
| LIABILITIES | ||
| Accounts payable and accrued expenses | 1,210,103 | 1,119,843 |
| Accounts payable to HarbourVest Advisers L.P. (Note 9) | 266,906 | 246,933 |
| Total liabilities | 1,477,009 | 1,366,776 |
| NET ASSETS | $1,595,400,154 | $1,474,857,821 |
| NET ASSETS CONSIST OF | ||
| Ordinary shares, Unlimited shares authorised, 79,862,486 shares issued and outstanding at 31 July 2017 and 31 January 2017, no par value | 1,595,400,154 | 1,474,857,821 |
| NET ASSETS | $1,595,400,154 | $1,474,857,821 |
| Net asset value per share for ordinary shares | $19.98 | $18.47 |
The Unaudited Consolidated Financial Statements were approved by the Board on 27 September 2017 and were signed on its behalf by:
Michael Bunbury Keith Corbin
Chairman Chairman of the Audit Committee
Consolidated Statements of Operations
For the Six Month Period Ended 31 July 2017 and the Year Ended 31 January 2017
| In US Dollars | 31 July 2017 (Unaudited) | 31 January 2017 (Audited) |
| REALISED AND UNREALISED GAINS (LOSSES) ON INVESTMENTS | ||
| Net realised gain (loss) on investments | 84,820,920 | 88,816,643 |
| Net change in unrealised appreciation (depreciation) on investments | 40,919,047 | 58,688,595 |
| NET GAIN ON INVESTMENTS | 125,739,967 | 147,505,238 |
| INVESTMENT INCOME | ||
| Interest from cash and equivalents | 882,100 | 982,036 |
| EXPENSES | ||
| Non-utilisation fees (Note 6) | 2,890,972 | 4,713,889 |
| Management fees (Note 3) | 859,268 | 1,735,159 |
| Investment services (Note 3) | 679,681 | 1,112,274 |
| Financing expenses | 620,282 | 1,237,357 |
| Professional fees | 342,755 | 629,155 |
| Directors' fees and expenses (Note 9) | 286,580 | 572,744 |
| Tax expenses (refund) | (15) | 250,546 |
| Non-recurring listing expenses | - | 12,710 |
| Other expenses | 400,211 | 671,390 |
| Total expenses | 6,079,734 | 10,935,224 |
| NET EXPENSE | (5,197,634) | (9,953,188) |
| NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | $120,542,333 | $137,552,050 |
The accompanying notes are an integral part of the consolidated financial statements.
Consolidated Statements of Changes in Net Assets
For the Six Month Period Ended 31 July 2017 and the Year Ended 31 January 2017
| In US Dollars | 31 July 2017 (Unaudited) | 31 January 2017 (Audited) |
| INCREASE IN NET ASSETS FROM OPERATIONS | ||
| Net realised gain (loss) on investments | 84,820,920 | 88,816,643 |
| Net change in unrealised appreciation (depreciation) | 40,919,047 | 58,688,595 |
| Net investment loss | (5,197,634) | (9,953,188) |
| Net increase in net assets resulting from operations | 120,542,333 | 137,552,050 |
| NET ASSETS AT BEGINNING OF PERIOD | 1,474,857,821 | 1,337,305,771 |
| NET ASSETS AT END OF PERIOD | $1,595,400,154 | $1,474,857,821 |
The accompanying notes are an integral part of the consolidated financial statements.
Consolidated Statements of Cash Flows
For the Six Month Period Ended 31 July 2017 and the Year Ended 31 January 2017
| In US Dollars | 31 July 2017 (Unaudited) | 31 January 2017 (Audited) |
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Net increase in net assets resulting from operations | 120,542,333 | 137,552,050 |
| Adjustments to reconcile net increase in net assets resulting from operations to net cash (used in) provided by operating activities: | ||
| Net realised (gain) loss on investments | (84,820,920) | (88,816,643) |
| Net change in unrealised (appreciation) depreciation | (40,919,047) | (58,688,595) |
| Contributions to private equity investments | (119,080,548) | (269,770,234) |
| Distributions from private equity investments | 148,830,481 | 251,009,550 |
| Other | 675,054 | (516,298) |
| Net cash (used in) provided by operating activities | 25,227,353 | (29,230,170) |
| NET (DECREASE) INCREASE IN CASH AND EQUIVALENTS | 25,227,353 | (29,230,170) |
| CASH AND EQUIVALENTS AT BEGINNING OF PERIOD | 175,195,209 | 204,425,379 |
| CASH AND EQUIVALENTS AT END OF PERIOD | $200,422,562 | $175,195,209 |
The accompanying notes are an integral part of the consolidated financial statements.
Consolidated Schedule of Investments
At 31 July 2017 (Unaudited)
| In US Dollars | |||||
| US Funds | Unfunded Commitment | Amount Invested 1 | Distributions Received | Fair Value | Fair Value as a % of Net Assets |
| HarbourVest Partners V-Partnership Fund L.P. | 2,220,000 | 46,709,079 | 45,688,697 | 1,583,625 | 0.1 |
| HarbourVest Partners VI-Direct Fund L.P. | 1,312,500 | 46,722,408 | 38,404,878 | 6,016,764 | 0.4 |
| HarbourVest Partners VI-Partnership Fund L.P. | 5,175,000 | 204,623,049 | 219,172,417 | 20,651,455 | 1.3 |
| HarbourVest Partners VI-Buyout Partnership Fund L.P. | 450,000 | 8,633,048 | 8,960,310 | 517,949 | 0.0 |
| HarbourVest Partners VII-Venture Partnership Fund L.P.2 | 2,318,750 | 135,290,448 | 156,492,828 | 46,708,896 | 2.9 |
| HarbourVest Partners VII-Buyout Partnership Fund L.P.2 | 3,850,000 | 74,417,291 | 86,417,718 | 16,450,267 | 1.0 |
| HarbourVest Partners VIII-Cayman Mezzanine and Distressed Debt Fund L.P. | 2,000,000 | 48,201,553 | 49,320,399 | 16,585,911 | 1.0 |
| HarbourVest Partners VIII-Cayman Buyout Fund L.P. | 13,750,000 | 239,008,801 | 257,617,272 | 123,818,514 | 7.8 |
| HarbourVest Partners VIII-Cayman Venture Fund L.P. | 1,000,000 | 49,191,736 | 46,802,299 | 35,908,742 | 2.2 |
| HarbourVest Partners 2007 Cayman Direct Fund L.P. | 2,250,000 | 97,876,849 | 132,302,768 | 38,433,935 | 2.4 |
| HarbourVest Partners IX-Cayman Buyout Fund L.P. | 26,092,500 | 45,188,226 | 17,244,775 | 47,378,209 | 3.0 |
| HarbourVest Partners IX-Cayman Credit Opportunities Fund L.P. | 4,687,500 | 7,861,193 | 3,206,587 | 7,204,079 | 0.5 |
| HarbourVest Partners IX-Cayman Venture Fund L.P. | 10,500,000 | 59,825,714 | 17,951,909 | 66,074,229 | 4.1 |
| HarbourVest Partners 2013 Cayman Direct Fund L.P. | 5,478,996 | 94,881,486 | 13,792,883 | 130,719,347 | 8.2 |
| HarbourVest Partners Cayman Cleantech Fund II L.P. | 11,900,000 | 8,155,952 | 126,588 | 8,996,664 | 0.6 |
| HarbourVest Partners X Buyout Feeder Fund L.P. | 24,280,000 | 27,747,552 | 2,090,570 | 34,693,934 | 2.2 |
| HarbourVest Partners X Venture Feeder Fund L.P. | 122,470,000 | 25,583,838 | 1,110,000 | 29,456,221 | 1.8 |
| HarbourVest Partners Mezzanine Income Fund L.P. | 37,155,000 | 13,066,579 | 1,100,360 | 14,688,012 | 0.9 |
| Total US Funds | 476,890,246 | 1,232,984,802 | 1,097,803,258 | 645,886,753 | 40.4 |
Consolidated Schedule of Investments continued
At 31 July 2017 (Unaudited)
| In US Dollars | |||||
| International/Global Funds | Unfunded Commitment | Amount Invested 1 | Distributions Received | Fair Value | Fair Value as a % of Net Assets |
| HarbourVest International Private Equity Partners III-Partnership Fund L.P. | 3,450,000 | 147,728,557 | 148,029,855 | 958,860 | 0.1 |
| HarbourVest International Private Equity Partners IV- Direct Fund L.P. | - | 61,452,400 | 52,518,672 | 3,694,839 | 0.2 |
| HarbourVest International Private Equity Partners IV-Partnership Fund L.P. | 3,125,000 | 126,647,051 | 142,528,965 | 9,328,033 | 0.6 |
| HIPEP V - 2007 Cayman European Buyout Companion Fund L.P.4 | 1,685,708 | 63,880,350 | 59,814,038 | 25,366,368 | 1.6 |
| Dover Street VII Cayman L.P.3 | 4,250,000 | 95,750,000 | 112,058,060 | 25,231,248 | 1.6 |
| HIPEP VI-Cayman Partnership Fund L.P. 5 | 13,618,300 | 110,254,700 | 39,930,865 | 117,153,800 | 7.3 |
| HIPEP VI-Cayman Asia Pacific Fund L.P. | 4,250,000 | 45,937,431 | 16,482,684 | 49,278,552 | 3.1 |
| HIPEP VI-Cayman Emerging Markets Fund L.P. | 5,025,000 | 25,034,489 | 4,818,697 | 23,528,181 | 1.5 |
| HVPE Avalon Co-Investment L.P. | 1,643,962 | 85,135,136 | 117,309,747 | 6,263,046 | 0.4 |
| Dover Street VIII Cayman L.P. | 26,100,000 | 154,024,389 | 98,293,031 | 125,467,849 | 7.9 |
| HVPE Charlotte Co-Investment L.P. | - | 93,894,011 | 117,215,233 | 37,819,640 | 2.4 |
| HarbourVest Global Annual Private Equity Fund L.P. | 40,800,000 | 59,201,202 | 5,586,910 | 70,924,456 | 4.4 |
| HIPEP VII Partnership Feeder Fund L.P. | 84,062,500 | 40,937,500 | 1,542,113 | 47,459,587 | 3.0 |
| HIPEP VII Asia Pacific Feeder Fund L.P. | 17,925,000 | 12,075,000 | 384,028 | 13,839,440 | 0.9 |
| HIPEP VII Emerging Markets Feeder Fund L.P. | 12,700,000 | 7,300,000 | 371,359 | 7,476,691 | 0.5 |
| HIPEP VII Europe Feeder Fund L.P. 6 | 48,866,011 | 24,401,828 | 2,657,535 | 26,442,645 | 1.6 |
| HarbourVest Canada Parallel Growth Fund L.P.7 | 24,513,786 | 1,081,968 | - | 1,074,241 | 0.1 |
| HarbourVest 2015 Global Fund L.P. | 53,500,000 | 46,517,309 | 4,416,515 | 51,788,170 | 3.2 |
| HarbourVest 2016 Global AIF L.P. | 68,000,000 | 32,026,107 | 2,098,503 | 38,337,068 | 2.4 |
| HarbourVest Partners Co-Investment IV AIF L.P. | 76,500,000 | 23,500,000 | - | 26,887,918 | 1.7 |
| Dover Street IX Cayman L.P. | 87,000,000 | 13,000,000 | 2,402,554 | 15,781,102 | 1.0 |
| HarbourVest Real Assets III Feeder L.P. | 42,500,000 | 7,500,000 | 542,545 | 8,245,838 | 0.5 |
| HarbourVest 2017 Global AIF L.P. | 69,999,300 | 700 | - | 772,572 | 0.0 |
| HIPEP VIII Partnership AIF Fund L.P. | 81,999,180 | 820 | - | 452,637 | 0.0 |
| Secondary Overflow III Tranche B | 2,165,760 | 7,992,077 | - | 12,283,968 | 0.8 |
| Total International/Global Funds | 773,679,507 | 1,285,273,025 | 929,001,909 | 745,856,746 | 46.8 |
| TOTAL INVESTMENTS | $1,250,569,753 | $2,518,257,827 | $2,026,805,167 | $1,391,743,499 | 87.2% |
1 Includes purchase of limited partner interests for shares and cash at the time of HVPE's IPO.
2 Includes ownership interests in HarbourVest Partners VII-Cayman Partnership entities.
3 Includes ownership interest in Dover Street VII (AIV 1) Cayman L.P.
4 Fund denominated in euros. Commitment amount is €47,450,000.
5 Fund denominated in euros. Commitment amount is €100,000,000.
6 Fund denominated in euros. Commitment amount is €63,000,000.
7 Fund denominated in Canadian dollars. Commitment amount is C$32,000,000.
The accompanying notes are an integral part of the consolidated financial statements.
| In US Dollars | |||||
| US Funds | Unfunded Commitment | Amount Invested 1 | Distributions Received | Fair Value | Fair Value as a % of Net Assets |
| HarbourVest Partners V-Partnership Fund L.P. | 2,220,000 | 46,709,079 | 5,688,697 | 1,617,558 | 0.1 |
| HarbourVest Partners VI-Direct Fund L.P. | 1,312,500 | 46,722,408 | 38,404,878 | 6,541,186 | 0.4 |
| HarbourVest Partners VI-Partnership Fund L.P. | 5,175,000 | 204,623,049 | 215,470,151 | 24,361,699 | 1.7 |
| HarbourVest Partners VI-Buyout Partnership Fund L.P. | 450,000 | 8,633,048 | 8,760,808 | 686,998 | 0.1 |
| HarbourVest Partners VII-Venture Partnership Fund L.P. 2 | 2,318,750 | 135,290,448 | 147,179,691 | 56,254,486 | 3.8 |
| HarbourVest Partners VII-Buyout Partnership Fund L.P. 2 | 3,850,000 | 74,417,291 | 84,512,312 | 17,823,287 | 1.2 |
| HarbourVest Partners VIII-Cayman Mezzanine and Distressed Debt Fund L.P. | 2,000,000 | 48,201,553 | 46,609,133 | 18,212,867 | 1.2 |
| HarbourVest Partners VIII-Cayman Buyout Fund L.P. | 15,000,000 | 237,758,801 | 232,097,301 | 137,212,744 | 9.3 |
| HarbourVest Partners VIII-Cayman Venture Fund L.P. | 1,000,000 | 49,191,736 | 43,534,496 | 37,732,362 | 2.6 |
| HarbourVest Partners 2007 Cayman Direct Fund L.P. | 2,250,000 | 97,876,849 | 106,746,408 | 53,571,256 | 3.6 |
| HarbourVest Partners IX-Cayman Buyout Fund L.P. | 28,222,500 | 43,058,226 | 11,870,827 | 46,387,135 | 3.1 |
| HarbourVest Partners IX-Cayman Credit Opportunities Fund L.P. | 4,812,500 | 7,736,193 | 2,653,130 | 7,107,749 | 0.5 |
| HarbourVest Partners IX-Cayman Venture Fund L.P. | 12,250,000 | 58,075,714 | 14,317,235 | 64,720,636 | 4.4 |
| HarbourVest Partners 2013 Cayman Direct Fund L.P. | 5,478,996 | 94,881,486 | 9,832,883 | 125,855,850 | 8.5 |
| HarbourVest Partners Cayman Cleantech Fund II L.P. | 12,750,000 | 7,305,952 | 126,588 | 7,435,728 | 0.5 |
| HarbourVest Partners X Buyout Feeder Fund L.P. | 230,580,000 | 21,447,552 | - | 25,047,983 | 1.7 |
| HarbourVest Partners X Venture Feeder Fund L.P. | 133,940,000 | 14,113,838 | - | 16,009,714 | 1.1 |
| HarbourVest Partners Mezzanine Income Fund L.P. | 43,655,000 | 6,566,579 | 646,022 | 6,891,243 | 0.5 |
| Total US Funds | 507,265,246 | 1,202,609,802 | 1,008,450,560 | 653,470,481 | 44.3 |
| In US Dollars | |||||
| International/Global Funds | Unfunded Commitment | Amount Invested 1 | Distributions Received | Fair Value | Fair Value as a % of Net Assets |
| HarbourVest International Private Equity Partners III-Partnership Fund L.P. | 3,450,000 | 147,728,557 | 146,925,855 | 2,024,086 | 0.1 |
| HarbourVest International Private Equity Partners IV- Direct Fund L.P. | - | 61,452,400 | 52,518,672 | 2,136,113 | 0.1 |
| HarbourVest International Private Equity Partners IV-Partnership Fund L.P. | 3,125,000 | 126,647,051 | 139,809,839 | 11,404,813 | 0.8 |
| HIPEP V - 2007 Cayman European Buyout Companion Fund L.P. 4 | 1,537,095 | 63,880,348 | 50,056,237 | 31,273,616 | 2.1 |
| Dover Street VII Cayman L.P. 3 | 4,250,000 | 95,750,000 | 108,286,143 | 29,091,472 | 2.0 |
| HIPEP VI-Cayman Partnership Fund L.P. 5 | 15,657,100 | 106,947,200 | 36,623,365 | 103,919,679 | 7.0 |
| HIPEP VI-Cayman Asia Pacific Fund L.P. | 6,500,000 | 43,687,431 | 13,909,704 | 45,764,584 | 3.1 |
| HIPEP VI-Cayman Emerging Markets Fund L.P. | 6,225,000 | 23,834,490 | 4,818,697 | 20,679,116 | 1.4 |
| HVPE Avalon Co-Investment L.P. | 1,643,962 | 85,135,136 | 117,309,747 | 7,883,332 | 0.5 |
| Dover Street VIII Cayman L.P. | 29,700,000 | 150,424,390 | 78,069,738 | 130,150,150 | 8.8 |
| HVPE Charlotte Co-Investment L.P. | - | 93,894,011 | 109,170,334 | 43,265,096 | 2.9 |
| HarbourVest Global Annual Private Equity Fund L.P. | 43,300,000 | 56,701,202 | 5,586,910 | 62,735,835 | 4.3 |
| HIPEP VII Partnership Feeder Fund L.P. | 91,562,500 | 33,437,500 | 1,035,117 | 35,274,466 | 2.4 |
| HIPEP VII Asia Pacific Feeder Fund L.P. | 20,700,000 | 9,300,000 | 220,628 | 10,028,009 | 0.7 |
| HIPEP VII Emerging Markets Feeder Fund L.P. | 15,800,000 | 4,200,000 | 152,570 | 4,126,230 | 0.3 |
| HIPEP VII Europe Feeder Fund L.P. 6 | 47,108,975 | 21,646,444 | 1,566,975 | 21,397,109 | 1.5 |
| HarbourVest Canada Parallel Growth Fund L.P. 7 | 23,702,325 | 857,901 | - | 877,777 | 0.1 |
| HarbourVest 2015 Global Fund L.P. | 61,500,000 | 38,517,309 | 2,061,041 | 41,592,379 | 2.8 |
| HarbourVest 2016 Global AIF L.P. | 90,000,000 | 10,026,107 | - | 13,677,257 | 0.9 |
| HarbourVest Partners Co-Investment IV AIF L.P. | 81,500,000 | 18,500,000 | - | 18,485,772 | 1.3 |
| Dover Street IX Cayman L.P. | 96,000,000 | 4,000,000 | 1,402,554 | 4,920,061 | 0.3 |
| HarbourVest Real Assets III Feeder L.P. | 50,000,000 | - | - | 1,576,032 | 0.1 |
| Total International/Global Funds | 693,261,957 | 1,196,567,477 | 869,524,126 | 642,282,984 | 43.5 |
| TOTAL INVESTMENTS | $1,200,527,203 | $2,399,177,279 | $1,877,974,686 | $1,295,753,465 | 87.8 |
1 Includes purchase of limited partner interests for shares and cash at the time of HVPE's IPO.
2 Includes ownership interests in HarbourVest Partners VII-Cayman Partnership entities.
3 Includes ownership interest in Dover Street VII (AIV 1) Cayman L.P.
4 Fund denominated in euros. Commitment amount is €47,450,000.
5 Fund denominated in euros. Commitment amount is €100,000,000.
6 Fund denominated in euros. Commitment amount is €63,000,000.
7 Fund denominated in Canadian dollars. Commitment amount is C$32,000,000.
Notes to the Consolidated Financial Statements
NOTE 1 COMPANY ORGANISATION AND INVESTMENT OBJECTIVE
HarbourVest Global Private Equity Limited (the "Company" or "HVPE") is a closed-end investment company registered with the Registrar of Companies in Guernsey under The Companies (Guernsey) Law, 2008 (as amended). The Company's registered office is Ground Floor, Dorey Court, Admiral Park, St Peter Port, Guernsey GY1 2HT.
The Company was incorporated and registered in Guernsey on 18 October 2007. HVPE is designed to offer shareholders long-term capital appreciation by investing in a diversified portfolio of private equity investments. The Company invests in private equity through private equity funds and may make co-investments or other opportunistic investments. The Company is managed by HarbourVest Advisers L.P. (the "Investment Manager"), an affiliate of HarbourVest Partners, LLC ("HarbourVest"), a private equity fund-of-funds manager. The Company is intended to invest in and alongside existing and newly-formed HarbourVest funds. HarbourVest is a global private equity fund-of-funds manager and typically invests capital in primary partnerships, secondary investments, and direct investments across vintage years, geographies, industries, and strategies.
Operations of the Company commenced on 6 December 2007, following the initial global offering of the Class A ordinary shares.
Share Capital
At 31 July 2017, the Company's ordinary shares were listed on the London Stock Exchange under the symbol "HVPE". At 31 July 2017, there were 79,862,486 ordinary shares issued and outstanding. The ordinary shares are entitled to the income and increases and decreases in the net asset value ("NAV") of the Company, and to any dividends declared and paid, and have full voting rights. Dividends may be declared by the Board of Directors and paid from available assets subject to the directors being satisfied that the Company will, immediately after payment of the dividend, satisfy the statutory solvency test prescribed by The Companies (Guernsey) Law, 2008 (as amended).
Dividends will be paid to shareholders pro rata to their shareholdings.
The ordinary shareholders must approve any amendment to the Memorandum and Articles of Incorporation. The approval of 75% of the ordinary shares is required in respect of any changes that are administrative in nature, any material change from the investment strategy and/or investment objective of the Company, or any change to the terms of the investment management agreement.
There is no minimum statutory capital requirement under Guernsey law.
Investment Manager, Company Secretary, and Administrator
The directors have delegated certain day-to-day operations of the Company to the Investment Manager and the Company Secretary and Fund Administrator, under advice to the directors, pursuant to service agreements with those parties. The Investment Manager is responsible for, among other things, selecting, acquiring, and disposing of the Company's investments, carrying out financing, cash management, and risk management activities, providing investment advisory services, including with respect to HVPE's investment policies and procedures, and arranging for personnel and support staff of the Investment Manager to assist in the administrative and executive functions of the Company.
Directors
The directors are responsible for the determination of the investment policy of the Company on the advice of the Investment Manager and have overall responsibility for the Company's activities. This includes the periodic review of the Investment Manager's compliance with the Company's investment policies and procedures and the approval of certain investments. A majority of directors must be independent directors and not affiliated with HarbourVest or any affiliate of HarbourVest.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting policies have been applied consistently as presented in the latest audited accounts. Certain comparative amounts have been reclassified to conform to the current period's presentation.
NOTE 3 MATERIAL AGREEMENTS AND RELATED FEES
Administrative Agreement
The Company has retained JTC Group ("JTC") as Company Secretary and Administrator. Fees for these services are paid as invoiced by JTC and include an administration fee of £14,372 per annum, a secretarial fee of £30,631 per annum, an additional value fee equal to 1/12 of 0.005% of the net asset value of the Company above $200 million as at the last business day of each month, and reimbursable expenses.
During the period ended 31 July 2017, fees of $64,337 were incurred to JTC and are included as other expenses in the Consolidated Statements of Operations.
Registrar
The Company has retained Capita as share registrar. Fees for this service include a base fee of £8,813, corporate portal fee of £1,550 per annum, register update requests of £5,771, proxy evaluation of £1,608, plus other miscellaneous expenses. During the period ended 31 July 2017, registrar fees of $34,408 were incurred and are included as other expenses in the Consolidated Statements of Operations.
Independent Auditor's Fees
For the period ended 31 July 2017, $67,700 has been accrued for auditor's fees and is included in professional fees in the Consolidated Statements of Operations. Non-audit fees paid to the Auditor by the Company were nil. The Auditor was paid non-audit fees of $53,725 by the Investment Manager, in relation to tax services provided by the independent Auditor for the period ended 31 July 2017, which were reimbursed by the Company.
Investment Management Agreement
The Company has retained HarbourVest Advisers L.P. as the Investment Manager. The Investment Manager is reimbursed for costs and expenses incurred on behalf of the Company in connection with the management and operation of the Company. The Investment Manager does not directly charge HVPE management fees or performance fees other than with respect to parallel investments. However, as an investor in the HarbourVest funds, HVPE is charged the same management fees and is subject to the same performance allocations as other investors in such HarbourVest funds. During the six months to 31 July 2017, reimbursements for services provided by the Investment Manager were $679,681.
During the period ended 31 July 2017, HVPE had two parallel investments: HarbourVest Acquisition S.à.r.l. (via HVPE Avalon Co-Investment L.P.) and HarbourVest Structured Solutions II, L.P. (via HVPE Charlotte Co-Investment L.P.). Management fees paid for the parallel investments made by the Company were consistent with the fees charged by the funds alongside which the parallel investments were made during the period ended 31 July 2017 and the year ended 31 January 2017. Management fees included in the Consolidated Statements of Operations are shown in the table below:
| 31 July 2017 (Unaudited) | 31 January 2017 (Audited) | |
| HVPE Avalon Co-Investment L.P. | 466,921 | 938,238 |
| HVPE Charlotte Co-Investment L.P. | 392,347 | 796,921 |
| Total Management Fees | $859,268 | $1,735,159 |
For the period ended 31 July 2017, management fees on the HVPE Avalon Co-Investment L.P. investment were calculated based on a weighted average effective annual rate of 1.08% on committed capital to the parallel investment. For the period ended 31 July 2017, management fees on the HVPE Charlotte Co-Investment L.P. investment were calculated based on a weighted average effective annual rate of 0.95% on capital originally committed (0.90% on committed capital net of management fee offsets) to the parallel investment.
NOTE 4 INVESTMENTS
In accordance with the authoritative guidance on fair value measurements and disclosures under generally accepted accounting principles in the United States, the Company discloses the fair value of its investments in a hierarchy that prioritises the inputs to valuation techniques used to measure the fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The guidance establishes three levels of the fair value hierarchy as follows:
Level 1 - Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active.
Level 3 - Inputs that are unobservable. Generally, the majority of the Company's investments are valued utilising unobservable inputs, and are therefore classified within Level 3.
Level 3 partnership investments include limited partnership interests in other investment partnerships. For investments in limited partnerships and other pooled investment vehicles, the Company encourages all managers to apply fair value principles in their financial reports that are consistent with US Generally Accepted Accounting Principles. Inputs used to determine fair value include financial statements provided by the investment partnerships which typically include fair market value capital account balances. In reviewing the underlying financial statements and capital account balances, the Company considers compliance with authoritative guidance on fair value measurements, the currency in which the investment is denominated, and other information deemed appropriate. If the Company shall in good faith determine that a manager is not reporting fair value consistent with US Generally Accepted Accounting Principles, the Company shall use best efforts to undertake its own valuation analysis using fair market value principles and adjust such value so it is in accordance with the authoritative guidance. Income derived from investments in partnerships is recorded using the equity pick-up method.
Because of the inherent uncertainty of these valuations, the estimated fair value may differ significantly from the value that would have been used had a ready market for this security existed, and the difference could be material.
The following table summarises the Company's investments that were accounted for at fair value by level within the fair value hierarchy:
| Level 1 | Level 2 | Level 3 | Total | |
| Balance at 31 January 2016 | $- | $- | $1,129,487,543 | $1,129,487,543 |
| Contributions to investments | 269,770,234 | 269,770,234 | ||
| Net realised gain (loss) on investments | 29,438 | 88,787,205 | 88,816,643 | |
| Net change in unrealised appreciation (depreciation) on investments | 58,688,595 | 58,688,595 | ||
| Distributions received from investments | (29,438) | (250,980,112) | (251,009,550) | |
| Balance at 31 January 2017 | $- | $- | $1,295,753,465 | $1,295,753,465 |
| Contributions to investments | 119,080,548 | 119,080,548 | ||
| Net realised gain (loss) on investments | 84,820,920 | 84,820,920 | ||
| Net change in unrealised appreciation (depreciation) on investments | 40,919,047 | 40,919,047 | ||
| Distributions received from investments | (148,830,481) | (148,830,481) | ||
| Balance at 31 July 2017 | $- | $- | $1,391,743,499 | $1,391,743,499 |
| Net change in unrealised gain (loss) on investments still held at 31 July 2017 | $40,919,047 |
The Company recognises transfers at the current value at the transfer date. There were no transfers during the period ended 31 July 2017. Investments include limited partnership interests in private equity partnerships, all of which carry restrictions on redemption. The investments are non-redeemable and the Investment Manager estimates a weighted average remaining life of nine years1 with a range of one to 18 years remaining.
As of 31 July 2017, the Company had invested $2,574,982,881, or 67.3% of the Company's committed capital in investments and had received $2,079,353,992 in cumulative distributions (including dividends from the formerly held investment HarbourVest Senior Loans Europe).
There were no investment transactions during the period ended 31 July 2017 in which an investment was acquired and disposed of during the period.
NOTE 5 COMMITMENTS
As of 31 July 2017, the Company has unfunded investment commitments to other limited partnerships of $1,250,569,753 which are payable upon notice by the partnerships to which the commitments have been made. Unfunded investment commitments of $1,161,885,948 are denominated in US dollars, $64,170,019 are denominated in euros, and $24,513,786 are denominated in Canadian dollars.
NOTE 6 DEBT FACILITY
On 4 December 2007, the Company entered into an agreement with Lloyds Bank plc regarding a multi-currency revolving credit facility ("Facility") for an aggregate amount up to $500 million. As of 28 September 2015, the debt facility was amended to include Credit Suisse as an additional lender to the Company's Facility Agreement with Lloyds Bank Plc. On 22 December 2016, the Facility was amended to extend the expiry date to December 2020. Lloyds Bank plc provides $300 million and Credit Suisse $200 million for a total facility of $500 million.
Amounts borrowed against the Facility accrue interest at an aggregate rate of the LIBOR/EURIBOR, a margin, and, under certain circumstances, a mandatory minimum cost. The Facility is secured by the private equity investments and cash and equivalents of the Company, as defined in the agreement. Availability of funds under the Facility and interim repayments of amounts borrowed are subject to certain covenants and diversity tests applied to the Investment Portfolio of the Company. At 31 July 2017 and 31 January 2017, there was no debt outstanding against the Facility. Included in other assets at 31 July 2017 are deferred financing costs of $3,949,613 related to refinancing the Facility. The deferred financing costs are amortised on the terms of the Facility. The Company is required to pay a non-utilisation fee calculated as 90 basis points per annum from 1 February 2016 to 22 December 2016 and 115 basis points per annum from 23 December 2016 to 31 July 2017 on the total facility of $500 million. For the period ended 31 July 2017, $2,890,972 in non-utilisation fees have been incurred.
1 Weighted average calculation based on current values including extensions
NOTE 7 FINANCIAL HIGHLIGHTS
For the Six Month Period Ended 31 July 2017 and Year Ended 31 January 2017
| 31 July 2017 (Unaudited) | 31 January 2017 (Audited) | |
| Ordinary shares | ||
| PER SHARE OPERATING PERFORMANCE: | ||
| Net asset value, beginning of period | $18.47 | $16.75 |
| Net realised and unrealised gains | 1.57 | 1.85 |
| Net expense | (0.06) | (0.13) |
| Total from investment operations | 1.51 | 1.72 |
| Net asset value, end of period | $19.98 | $18.47 |
| Market value, end of period | $16.783 | $15.03 |
| Total return at net asset value | 8.2%5 | 10.3% |
| Total return at market value | 11.6%5 | 21.1% |
| RATIOS TO AVERAGE NET ASSETS | ||
| Expenses1 | 0.79%4 | 0.78% |
| Net investment loss | (0.68)% 4 | (0.71)% |
| PORTFOLIO TURNOVER2 | 0.0% | 0.0% |
1 Does not include operating expenses of underlying investments.
2 The turnover ratio has been calculated as the number of transactions divided by the average net assets.
3 Represents share price of £12.70 converted.
4 Annualised.
5 Not annualised.
NOTE 8 PUBLICATION AND CALCULATION OF NET ASSET VALUE
The NAV of the Company is equal to the value of its total assets less its total liabilities. The NAV per share is calculated by dividing the net asset value by the number of shares in issue on that day. The Company publishes the NAV per share of the ordinary shares as calculated, monthly in arrears, at each month-end, generally within 15 days.
NOTE 9 RELATED PARTY TRANSACTIONS
Other amounts payable to HarbourVest Advisers L.P. of $266,906 represent expenses of the Company incurred in the ordinary course of business, which have been paid by and are reimbursable to HarbourVest Advisers L.P. at 31 July 2017.
HarbourVest fund-of-funds invest in partnerships managed by Sofinnova Partners, of which director Jean-Bernard Schmidt is a former Managing Partner.
Board-related expenses, primarily compensation, of $286,580 were incurred during the period ended 31 July 2017.
NOTE 10 INDEMNIFICATIONS
General Indemnifications
In the normal course of business, the Company may enter into contracts that contain a variety of representations and warranties and which provide for general indemnifications. The Company's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Company that have not yet occurred. Based on the prior experience of the Investment Manager, the Company expects the risk of loss under these indemnifications to be remote.
Investment Manager Indemnifications
Consistent with standard business practices in the normal course of business, the Company has provided general indemnifications to the Investment Manager, any affiliate of the Investment Manager and any person acting on behalf of the Investment Manager or such affiliate when they act in good faith, in the best interest of the Company. The Company is unable to develop an estimate of the maximum potential amount of future payments that could potentially result from any hypothetical future claim, but expects the risk of having to make any payments under these general business indemnifications to be remote.
Directors and Officers Indemnifications
The Company's Articles of Incorporation provide that the directors, managers or other officers of the Company shall be fully indemnified by the Company from and against all actions, expenses and liabilities which they may incur by reason of any contract entered into or any act in or about the execution of their offices, except such (if any) as they shall incur by or through their own negligence, default, breach of duty or breach of trust respectively.
NOTE 11 SUBSEQUENT EVENTS
In the preparation of the financial statements, the Company has evaluated the effects, if any, of events occurring after 31 July 2017 to 27 September 2017, the date that the financial statements were issued.
On 26 September 2017, the Company committed $30 million to HIPEP VIII Asia Pacific Partnership Fund.
There were no other events or material transactions subsequent to 31 July 2017 that required recognition or disclosure in the financial statements.
Disclosures
Investments
The companies represented within this report are provided for illustrative purposes only, as example portfolio holdings. There are over 7,000 individual companies in the HVPE portfolio, with no one company comprising more than 2.8% of the entire portfolio.
The deal summaries, general partners (managers), and/or companies shown within the report are intended for illustrative purposes only. While they may represent an actual investment or relationship in the HVPE portfolio, there is no guarantee they will remain in the portfolio in the future.
Past performance is no guarantee of future returns.
Forward-looking Statements
This report contains certain forward-looking statements.
Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, forward-looking statements can be identified by terms such as ''anticipate,'' ''believe,'' ''could,'' ''estimate,'' ''expect,'' ''intend,'' ''may,'' ''plan,'' ''potential,'' ''should,'' ''will,'' and ''would,'' or the negative of those terms or other comparable terminology. The forward-looking statements are based on the Investment Manager's beliefs, assumptions, and expectations of future performance and market developments, taking into account all information currently available. These beliefs, assumptions, and expectations can change as a result of many possible events or factors, not all of which are known or are within the Investment Manager's control. If a change occurs, the Company's business, financial condition, liquidity, and results of operations may vary materially from those expressed in forward-looking statements.
By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events, and depend on circumstances, that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. Any forward-looking statements are only made as at the date of this document, and the Investment Manager neither intends nor assumes any obligation to update forward-looking statements set forth in this document whether as a result of new information, future events, or otherwise, except as required by law or other applicable regulation.
In light of these risks, uncertainties, and assumptions, the events described by any such forward-looking statements might not occur. The Investment Manager qualifies any and all of its forward-looking statements by these cautionary factors.
Please keep this cautionary note in mind while reading this report.
Some of the factors that could cause actual results to vary from those expressed in forward-looking statements include, but are not limited to:
// the factors described in this report;
// the rate at which HVPE deploys its capital in investments and achieves expected rates of return
// HarbourVest's ability to execute its investment strategy, including through the identification of a sufficient number of appropriate investments;
// the ability of third-party managers of funds in which the HarbourVest funds are invested and of funds in which the Company may invest through parallel investments to execute their own strategies and achieve intended returns;
// the continuation of the Investment Manager as manager of the Company's investments, the continued affiliation with HarbourVest of its key investment professionals, and the continued willingness of HarbourVest to sponsor the formation of and capital raising by, and to manage, new private equity funds;
// HVPE's financial condition and liquidity, including its ability to access or obtain new sources of financing at attractive rates in order to fund short-term liquidity needs in accordance with the investment strategy and commitment policy;
// changes in the values of, or returns on, investments that the Company makes;
// changes in financial markets, interest rates or industry, general economic or political conditions; and
// the general volatility of the capital markets and the market price of HVPE's shares.
Publication and Calculation of Net Asset Value
The NAV of the Company is equal to the value of its total assets less its total liabilities. The NAV per share of each class is calculated by dividing the net asset value of the relevant class account by the number of shares of the relevant class in issue on that day. The Company intends to publish the estimated NAV per share and the NAV per share for the ordinary shares as calculated, monthly in arrears, as at each month-end, generally within 15 days.
Regulatory Information
HVPE is required to comply with the Listing Rules, Disclosure Guidance and Transparency Rules of the Financial Conduct Authority in the United Kingdom (the "LDGT Rules"). It is also authorised by the Guernsey Financial Services Commission as an authorised closed-ended investment scheme under the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended (the "POI Law"). HVPE is subject to certain ongoing requirements under the LDGT Rules and the POI Law and certain rules promulgated thereunder relating to the disclosure of certain information to investors, including the publication of annual and half-yearly financial reports.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: HarbourVest Global Private Equity Limited via Globenewswire
GlobeNewswire Europe, a Nasdaq company, is one of the world's largest newswire distribution networks, specializing in the delivery of corporate press releases financial disclosures and multimedia content to the media, investment community, individual investors and the general public.
