Annual Report • Apr 30, 2025
Annual Report
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Directors' report and Financial Statements
For the year ended 31 December 2024
Registered number 72096
| Contents | Page |
|---|---|
| Directors and other information | 1 – 2 |
| Directors' Report | 3 – 8 |
| Statement of Directors' responsibilities in respect of Directors' report and the financial statements |
9 |
| Independent auditor's report | 10 – 16 |
| Financial Statements | |
| Statement of Financial Position | 17 |
| Statement of Comprehensive Income | 18 |
| Statement of Cash Flows | 19 |
| Statement of Changes in Equity | 20 |
| Notes to the Financial Statements | 21 – 73 |
| Directors | Marc Harris Viscom Services Limited Visdirect Services Limited |
|---|---|
| Registered office | 4th Floor, St Paul's Gate, 22-24 New Street, St. Helier, Jersey, JE1 4TR Channel Islands |
| Trustee | The Law Debenture Corporation PLC Fifth Floor 100 Wood Street London EC2V 7EX United Kingdom |
| Deutsche Trustee Company Limited Winchester House 1 Great Winchester Street London EC2N 2DB United Kingdom |
|
| Administrator | Vistra Fund Services Limited 4th Floor, St Paul's Gate, 22-24 New Street, St. Helier, Jersey, JE1 4TR Channel Islands |
| Company Secretary | Vistra Secretaries Limited 4th Floor, St Paul's Gate, 22-24 New Street, St. Helier, Jersey, JE1 4TR Channel Islands |
| Independent auditor | Ernst & Young LLP 25 Churchill Place London |
E14 5EY
Banker Royal Bank of Scotland International Limited Royal Bank House 71 Bath Street St Helier Jersey JE4 8PJ
Listing Agent Luxembourg Listing Agent Banque International à Luxembourg S.A. 69 Route d'Esch L-2953 Luxembourg
Swap counterparty and Winchester House Arranger 1 Great Winchester Street
Paying Agent, Custodian, Deutsche Bank AG, London Branch London EC2N 2DB United Kingdom
Solicitor Mourant du Feu & Jeune 22 Grenville Street St Helier Jersey JE4 8PX Channel Islands
The Directors present the annual report and audited financial statements of CLASS Limited (the "Company") for the year ended 31 December 2024.
The CLASS Limited program was set up in 10 July 1998 to issue multiple series of debt securities, with the rating on each series independent of the other (if applicable). This means that the Company can issue various series of debt securities ranging from AAA to not rated.
The Company has established a USD 5,000,000,000 Multi-Issuance Note Programme (the "Programme") to issue debt securities and/or other secured limited recourse indebtedness (the "Alternative Investments"). Debt securities are issued in series (each a "series") and the terms and conditions of the debt securities of each series will be set out in a Supplemental Programme Memorandum ("SPM") for such series. Debt securities issued by the Company are listed on the primary market of Bourse de Luxembourg. Details of series listed on the exchange are disclosed in note 8.
The Company was set up as a segregated multi-issuance Special Purpose Entity ("SPE"). Each series is governed by a separate SPM. Each series consists of investment in collateral and/or total return swaps from the proceeds of the issuance of debt securities.
The Programme offers investors the opportunity to invest in a portfolio of investments, the "investment securities and total return swaps".
Each series of debt securities issued is secured by a first fixed charge over certain collateral, primarily in the form of investment securities, total return swaps, cash and cash equivalents or cash collateral (the "collateral") as set out in the relevant SPM and a first fixed charge over funds held by the agents under the Agency Agreement (each defined in the terms and conditions of the debt securities issued). Refer to note 22(b) for the profile of debt securities issued. Each series may also be secured by an assignment of the Company's rights under a Swap Agreement and/or Option Agreement and/or Repurchase Agreement and/or Credit Support Document (each as defined in the terms and conditions of the debt securities issued) and any additional security as may be described in the relevant SPM (together the "Mortgaged Property"). For details about the assets held by the Company, refer to note 6. The Company's obligation to the holders of debt securities of a particular series is limited to the net proceeds upon realisation of the collateral of that series. Refer to note 21(b)(ii) for further details on liquidity risk.
As at 31 December 2024, the Company holds cash at bank, investments in total return swaps and investment securities. Refer to notes 4 and 6 of the financial statements for more information.
The credit risk of the investment securities and total return swaps is borne by either the Company's swap counterparty (in cases where a default swap transaction has been entered into for that particular series) or the Company's holders of debt securities. Refer to note 21(b)(i) for further details about how the Company manages credit risk.
For every new issuance of debt securities, Deutsche Bank AG, London Branch ("DB London"), as Arranger, transfers to the Company an amount of USD 500 as corporate benefit (income).
As Arranger, DB London also agreed to reimburse the Company against any costs, fees, expenses or out goings incurred. DB London is also the swap counterparty (the "swap counterparty") for all series where derivatives are held. Refer to note 5 for the details of each series for which derivatives are held.
The Company made a net gain on investment securities and total return swaps of EUR 30,572k (2023: Net gain of EUR 21,611k) for the year and a net loss on derivative financial instruments of EUR 18,367k (2023: Net loss of EUR 7,663k). Due to the limited recourse nature of the debt securities issued and as the return on those issued securities is directly linked to the performance of the investment securities, total return swaps and derivative financial instruments, the Company made a corresponding net finance loss on debt securities of EUR 12,205k (2023: net finance loss of EUR 13,948k) resulting to a nil profit for the year ended 31 December 2024 (2023: Nil). Refer to notes 12, 13 and 14 of the financial statements for further information.
As at 31 December 2024, the fair value of the Company's total debt securities issued was EUR 135,531k (2023: EUR 141,831k). There were no new series issued during the year (2023: No issuance). Refer to note 8 for further details.
During the year, no series matured (2023: No series) and no series was redeemed (2023: No series).
The following series are currently in issue as at year end date: Series 29, 31, 32, 47, 49, 53, 58, 60, 61, 64, 66, 67, 73, 75, 76, 79, 80, 82, 83, 84, 90, 94, 95, 100, 104 and 141 (2023: Series 29, 31, 32, 47, 49, 53, 58, 60, 61, 64, 66, 67, 73, 75, 76, 79, 80, 82, 83, 84, 90, 94, 95, 100, 104 and 141).
The Directors expect that the present level of activity will be sustained for the foreseeable future. The Board will continue to seek new opportunities for the Company and will continue to ensure proper management of the current portfolio of series of the Company. It is anticipated that while some series will redeem or mature, it is also expected that new issuances will be made.
The Company made no political donations during the year (2023: Nil).
The results for the year are set out on page 18. The Directors do not recommend the payment of a dividend for the year under review (2023: Nil).
The names of the persons who were Directors during the year are set out below. Except where indicated, they served as Directors for the entire year:
Mr. Marc Harris Viscom Services Limited Visdirect Services Limited
The principal risks and uncertainties facing the Company relate to the debt securities issued, investment securities and total return swaps, and derivative financial instruments held by the Company.
The principal financial risks and uncertainties facing the Company (other than operational risk) and the risk management framework in place to deal with these risks are explained in note 21 of the financial statements.
On 24 February 2022, Russia commenced a large-scale invasion against Ukraine. In response, the West has imposed broad-based sanctions targeting Russia, including but not limited to certain Russian banks and the Russian Central Bank, companies, parliamentary members and members of the Russian elite and their families. It is possible that additional sanctions and other measures may be imposed in the future. In terms of the financial impact of the conflict between Russia and Ukraine, the Company continued to receive its interest income from its investment securities which indicates the Company continues to generate cash flows to meet its obligations as they fall due. As of 31 December 2024, the Company had no investment securities that were directly or indirectly impacted by sanctions relating to Russia or the conflict in Ukraine. The Directors will continue to monitor the impact of the conflict on the financial results and cash flows of the Company going forward.
In preparing the financial statements, the Directors have considered the impact of the physical and transition risks of climate change and the rising inflation and interest rates and have concluded that these do not have a material impact on the financial results and cash flows of the Company as at 31 December 2024.
The new US tariff policy is set to further disrupt supply chains and global trade. The most pressing concern is the potential onset of a trade war between the EU and the US. Additionally, growing tensions in US trade relations with countries such as Mexico, Canada, China, and Australia signal the emergence of a broader trade conflict. In this evolving landscape, businesses must act swiftly to mitigate risks while also implementing strategic measures to safeguard their competitiveness and long-term sustainability.
The Board and DB London do not envisage US debt volatility having an "enormous" impact on the Company. Whilst such volatility would likely impact collateral security values and FX rates via derivative exposures, we do not anticipate a significant impact to Company or the Swap Counterparty.
The entire exposure is with Deutsche Bank AG London (DB), the swap counterparty. DB, in order to manage financial and non-financial risk impacts from geopolitical or other fast developing events, utilises dedicated governance structures including Global and Regional Crisis Management. Where relevant, additional controls and processes have been and would be employed. This would also entail additional reporting to ensure relevant senior stakeholders including the Management Board are up-to date.
The Directors considered the impact of the geopolitical tensions, including the conflict between Russia and Ukraine and Israel and Gaza, the, climate-related risks, and macroeconomic factors and new US tariff policy may have over the going concern assumption of the Company. The Directors concluded that these do not represent a material uncertainty in relation to the Company's ability to continue as a going concern as at the date of signing these financial statements.
The Company's performance and its operations or its ability to continue as a going concern, have not been significantly impacted by the ongoing geopolitical conflicts, climate-related risk, macroeconomic factors and the new US tariff policy. The Board and DB London will continue to monitor the evolving situation and its impact on the Company. The limited recourse nature of the securities issued by the Company limit the investors' recourse to the underlying net assets of that particular debt securities issued. The investors have no right to petition for insolvency proceedings against the Company in the event that the underlying assets are insufficient to repay the principal amount of the debt securities issued. Further, to manage the principal risks impacting the Company such as market risks, liquidity risks and credit risks, it has entered derivative swap agreements with DB London depending on the requirement of each particular debt securities issued. Also, as per Programme Proposal Agreement, DB London as the Arranger agrees to pay for Series Overheads (as defined in the Programme Proposal Agreement).
As of 31 December 2024, the Company had no investment securities that were directly or indirectly impacted by sanctions relating to Russia or the conflict in Ukraine and Israel.
The Board and DB London do not envisage US debt volatility having an "enormous" impact on the Company. Whilst such volatility would likely impact collateral security values and FX rates via derivative exposures, we do not anticipate a significant impact to Company or the Swap Counterparty.
There are no other matters that impact the ability of the Company to continue as a going concern as at year end.
The Directors and secretary who held office on 31 December 2024 did not hold any shares in the Company, or during the year. There were no contracts of any significance in relation to the business of the Company in which the Directors had any interest, as defined in the Companies (Jersey) Law 1991, at any time during the year.
With regard to the appointment and replacement of Directors, the Company is governed by its Articles of Association and Jersey Law comprising the Companies (Jersey) Law 1991. The Articles of Association themselves may be amended by special resolution of the shareholders.
There have been no credit events during the year which required payment under the swap agreements which the Company has written to DB London (2023: No credit events).
Since the end of the reporting period, the Company has not issued any new series of debt securities, no maturities and no repurchases have been made. There were no other significant events after the reporting period up to the date of the approval of the financial statements which require adjustment to or disclosure in the financial statements.
Financial Reporting Process
The Board of Directors (the ''Board'') is responsible for establishing and maintaining adequate internal control and risk management systems for the Company in relation to the financial reporting process. Such systems are designed to manage rather than eliminate the risk of failure to achieve the Company's financial reporting objectives and can only provide reasonable and not absolute assurance against material misstatement or loss and reports to the Board any control issues as they arise.
The Board has established processes regarding internal control and risk management systems to ensure its effective oversight of the financial reporting process. These include appointing Vistra Fund Services Limited (the "Administrator" or "Vistra"), to maintain the accounting records of the Company independently of CLASS Limited and the Trustee.
The Administrator is contractually obliged to maintain adequate accounting as required by the corporate administration agreement. To that end, the Administrator performs reconciliations of its accounting records to those of the Servicer and the Trustee. The Administrator is also contractually obliged to prepare for review and approval by the Board the annual report including financial statements intended to give a true and fair view.
The Board evaluates and discusses significant accounting and reporting issues as the need arises. From time to time, the Board also examines and evaluates the Administrator's financial accounting and reporting routines and monitors and evaluates the external auditors' performance, qualifications and independence. The Administrator has operating responsibility for internal control in relation to the financial reporting process and reports to the Board.
The Board is responsible for assessing the risk of irregularities, whether caused by fraud or error, in financial reporting and ensuring that there are processes in place for the timely identification of internal and external matters which may have a potential impact on financial reporting. The Board has also put in place processes to identify changes in accounting rules and recommendations and to ensure that these changes are accurately reflected in the Company's financial statements.
More specifically:
The Administrator is contractually obliged to design and maintain control structures to manage the risks which the Board judges to be significant for internal control over financial reporting. These control structures include segregation of responsibilities and specific control activities aimed at detecting or preventing the risk of significant deficiencies in financial reporting for every significant account in the financial statements and the related notes.
The Board has an annual process to ensure that appropriate measures are taken to consider and address the shortcomings identified and measures recommended by the independent auditors.
Given the contractual obligations of the Administrator, the Board has concluded that there is currently no need for the Company to have a separate internal audit function in order for the Board to perform effective monitoring and oversight of the internal control and risk management systems of the Company in relation to the financial reporting process.
No person has a significant direct or indirect holding of securities in the Company. No person has any special rights of control over the Company's share capital.
There are no restrictions on voting rights.
The Board is responsible for managing the business affairs of the Company in accordance with the Articles of Association.
The Board may delegate certain functions to the Administrator and other parties subject to the supervision and direction by the Board. The Board have delegated the day-to-day administration of the Company to the Administrator.
The Directors believe that they have maintained adequate accounting records by engaging a service provider who employs accounting personnel with appropriate expertise and by providing adequate resources to the finance function. The accounting records of the Company are maintained at 4th Floor, St Paul's Gate, 22-24 New Street, St. Helier, Jersey, JE1 4TR, Channel Islands.
The Company has appointed Ernst & Young LLP to audit the financial statements.
The Directors who held office at the date of approval of this Directors' Report confirm that, so far as they are each aware, there is no relevant audit information of which the Company's Auditor is unaware, and each Director has taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the Company's Auditor is aware of that information.
Approved and authorised for issue on behalf of the Board on 30 April 2025.
Marc Harris Director
The Directors are responsible for preparing the Director's Report and the financial statements in accordance with applicable laws and regulations.
Jersey Company law requires the Directors to prepare financial statements for each financial year in accordance with generally accepted accounting principles. The financial statements of the Company are required by law to give a true and fair view of the state of affairs of the Company at the year end and of the profit or loss of the Company for the year then ended. In preparing these financial statements, the Directors should:
The Directors are also required by the Transparency (Directive 2004/109/EC) Regulation 2007 and the Transparency Rules of the Luxembourg Financial Services Regulatory Authority to include a Directors' report containing a review of the business and a description of the principal risks and uncertainties facing the Company.
The Directors are responsible for keeping adequate accounting records which are sufficient to show and explain its transactions and are such as to disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements prepared by the Company comply with the requirements of the Companies (Jersey) Law 1991. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities
These financial statements comply with the above-mentioned requirements.
Each of the Directors, whose names and functions are listed on page 1 of these financial statements confirm that, to the best of each person's knowledge and belief:
Approved and authorised for issue on behalf of the Board on 30 April 2025.
Marc Harris Director
We have audited the financial statements of CLASS LIMITED (the "company") for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, the Statement of Changes in Equity, the Statement of Financial Position, the Statement of Cash Flows, and the related notes 1 to 27, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards as adopted by the European Union ("IFRS").
In our opinion, the financial statements:
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements, including the UK FRC's Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the company's ability to continue to adopt the going concern basis of accounting included:
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of twelve months from the date of approval of these financial statements. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the company's ability to continue as a going concern.
| Key audit matters | Management override of controls over the valuation of financial instruments (derivative financial instruments and level 3 investment securities) and recognition of related realised and unrealised gains and losses |
|---|---|
| Materiality | Overall materiality of €4,100k which represents 1% of Total Assets. |
Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality determine our audit scope for the company. This enables us to form an opinion on the financial statements. We take into account size, risk profile, the organisation of the company and effectiveness of controls,and changes in the business environment and the potential impact of climate change when assessing the level of work to be performed. All audit work was performed directly by the audit engagement team.
There has been increasing interest from stakeholders as to how climate change will impact CLASS limited. The company has determined that there are no significant future impacts from climate change on its operations. These are explained on page five of the directors' report. All these disclosures form part of the 'Other Information', rather than the audited financial statements. Our procedures on these disclosures therefore consisted solely of considering whether they are materially inconsistent with the financial statements, or our knowledge obtained in the course of the audit or otherwise appear to be materially misstated.
In planning and performing our audit we assessed the potential impact of climate change on the company's business and any consequential material impact on its financial statements.
The company has explained in the directors' report articulation of how climate change has been reflected in the financial statements how they have reflected the impact of climate change in their financial statements.
Our audit effort in considering climate change was focused on evaluating management's assessment of the impact of climate risk, physical and transition, and ensuring the effects of material climate risks disclosed on page five and whether these have been appropriately reflected. As part of this evaluation, we performed our own risk assessment to determine the risks of material misstatement in the financial statements from climate change which needed to be considered in our audit.
The principal activity of the Company is to issue secured notes, invest in subordinated notes and also enter into asset swap. In terms of valuation of the asset swap, the Swap Counterparty uses the assumptions that market participants would use when pricing the asset or liability. Where relevant, these assumptions may include assumptions about climate change. The Swap Counterparty has not made material adjustment to the fair value for climate change beyond that already priced into market inputs. The Company is not involved in any other activities and has no employees. The directors have concluded that the Company is not directly impacted by climate change and is not expected to affect the Company's going concern.
We also challenged the directors' considerations of climate change risks in their assessment of going concern and viability and associated disclosures. Where considerations of climate change were relevant to our assessment of going concern, these are described above.
Based on our work we have not identified the impact of climate change on the financial statements to be a key audit matter or to impact a key audit matter.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in our opinion thereon, and we do not provide a separate opinion on these matters.
| Risk | Our response to the risk | Key observations communicated to the Audit Committee |
|---|---|---|
| Management override of controls over the valuation of financial instruments (derivative financial instruments and level 3 investment securities) and recognition of related realised and unrealised gains and losses Derivative financial assets Current year: €2.27m, PY comparative: €2.9m Derivative financial liabilities Current year: €275.686m, PY comparative: €260.564m Level 3 Investment Securities Current year: €13.2m, PY comparative: €51.6m |
We have performed the following procedures in response to the identified risk: ► Assessed the appropriateness of policies governing the accounting treatment and valuation of financial instruments; ► Performed a walkthrough to understand the valuation process and assessed the design effectiveness of controls. ► Performed a substantive audit due to us taking a non-reliance approach on controls ► Independently confirmed both the valuation and existence of the derivatives and related valuation adjustments with the Swap counterparty as at 31 December 2024; ► Engaged EY Valuation specialists to test the valuation of a sample of derivative financial instruments and investment securities, including valuation adjustments, using independent models and market data; |
No material issues were noted during the performance of our audit procedures. We have concluded that the valuation of the derivative financial instruments and level 3 investment securities are not materially misstated as of 31 December 2024 and accounted for in accordance with IFRS as adopted by the European Union as of 31 December 2024. |
| Risk | Our response to the risk | Key observations communicated to the Audit Committee |
|---|---|---|
| Refer to accounting policies (pages 26 to 32); and Note 5 and 6 of the Financial Statements (pages 33 to 35). This is a key audit matter due to the inherent complexity in the valuation model and inputs, which may be subject to management override, there is a risk that the valuations of derivative financial instruments and level 3 investment securities could be misstated. The risk of misstatement is considered to have neither increased nor decreased in the current year due to the absence of significant change in the operations or business of the Company, or the environment in which it operates. |
► Performed an assessment of the methodologies applied by management in light of industry best practice with regards to valuation adjustments; ► Performed analytical procedures over the reasonableness of valuation adjustments applied to derivative financial instruments. ► Performed a review and challenge of management's disclosure in relation to estimates within the financial statements. ► Performed testing over manual top-side journal entries impacting the valuation and measurement of the derivative |
|
| financial instrument. |
We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements on the audit and in forming our audit opinion.
The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to influence the economic decisions of the users of the financial statements. Materiality provides a basis for determining the nature and extent of our audit procedures.
We determined materiality for the company to be £4,100k (2023: £4,026k), which is 1% (2023: 1%) of total assets.We believe that the Noteholders of the Company and Deutsche Bank AG are the key users of the financial statements, and that the key metric they monitor is total assets.
The application of materiality at the individual account or balance level. It is set at an amount to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality.
On the basis of our risk assessments, together with our assessment of the company's overall control environment, our judgement was that performance materiality was 75% (2023: 75%) of our planning materiality, namely €3,075m (2023: €3,020m). We have set performance materiality at this percentage given there are no material corrected or uncorrected misstatements in the previous year.
An amount below which identified misstatements are considered as being clearly trivial.
We agreed to those charged with governance that we would report to them all uncorrected audit differences in excess of €205k (2023: €201k), which is set at 5% of planning materiality, as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light of other relevant qualitative considerations in forming our opinion.
The other information comprises the information included in the annual report set out on pages one to nine, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in this report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of the other information, we are required to report that fact.
We have nothing to report in this regard.
We have nothing to report in respect of the following matters in relation to which the Companies (Jersey) Law 1991 requires us to report to you if, in our opinion:
As explained more fully in the directors' responsibilities statement set out on page nine, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the company and management.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
► Following the recommendation from those charged with governance, we were appointed by the company on 8 February 2018 to audit the financial statements for the year ending 31 December 2017 and subsequent financial periods
The period of total uninterrupted engagement including previous renewals and reappointments is eight years, covering the years ending 31 December 2017 to 31 December 2024.
► Financial statements prepared in valid xHTML format;
In our opinion, the financial statements of the Company as at 31 December 2024, identified as 5299007Q99X0945RXA76-2024-12-31-0-en.xhtml, have been prepared, in all material respects, in compliance with the requirements laid down in the ESEF Regulation
This report is made solely to the company's members, as a body, in accordance with Article 113A of the Companies (Jersey) Law 1991. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Jean-Philippe Faillat for and on behalf of Ernst & Young LLP London 30 April 2025
| CLASS LIMITED | |||
|---|---|---|---|
| Statement of Financial Position As at 31 December 2024 |
|||
| Note | 2024 €'000 |
2023 €'000 |
|
| Assets | |||
| Cash at bank | 4 | 80 | 79 |
| Derivative assets | 5 | 2,270 | 2,961 |
| Investment securities and total return swaps at fair value | |||
| through profit or loss | 6 | 402,404 | 392,902 |
| Other assets | 7 | 6,716 | 6,702 |
| Total assets | 411,470 | 402,644 | |
| Liabilities | |||
| Derivative liabilities | 5 | 275,686 | 260,564 |
| Debt securities issued designated at fair value through profit | |||
| or loss | 8 | 135,531 | 141,831 |
| Other liabilities | 9 | 211 | 207 |
| Total liabilities | 411,428 | 402,602 | |
| Equity | |||
| Share capital | 10 | - | - |
| Retained earnings | 42 | 42 | |
| Total equity | 42 | 42 | |
| Total liabilities and equity | 411,470 | 402,644 |
The financial statements were approved, authorised for issue on behalf of the Board on 30 April 2025.
Marc Harris Director
| CLASS LIMITED | |||
|---|---|---|---|
| Statement of Comprehensive Income For the year ended 31 December 2024 |
|||
| Note | 2024 €'000 |
2023 €'000 |
|
| Net gain on investment securities and total | |||
| return swaps Net loss on derivative financial instruments Net finance (loss) on debt securities issued |
12 13 14 |
30,572 (18,367) (12,205) |
21,611 (7,663) (13,948) |
| Operating income | - | - | |
| Other income Other expenses |
15 16 |
106 (106) |
110 (110) |
| Result before taxation | - | - | |
| Income tax expense | 17 | - | - |
| Result for the year | - | - | |
| Other comprehensive income | - | - | |
| Total comprehensive income for the year | - | - |
All items dealt with in arriving at the above result for the year ended 31 December 2024 and 31 December 2023 are related to continuing operations.
| CLASS LIMITED | ||||
|---|---|---|---|---|
| Statement of Cash Flows For the year ended 31 December 2024 |
||||
| Note | 2024 €'000 |
2023 €'000 |
||
| Cash flows used in operating activities Result for the year before taxation |
- | - | ||
| Adjustments for: | ||||
| Interest income on investment securities and total return swaps Interest expense on debt securities issued |
12 14 |
(21,070) 8,730 |
(21,307) 9,353 |
|
| Net swap payments / (receipts) Net (gain) on investment securities and total return swaps |
13 12 |
2,554 (9,502) |
20,428 (304) |
|
| Net loss on debt securities issued Net loss / (gain) on derivative financial instruments |
14 13 |
3,475 15,813 |
4,595 (12,765) |
|
| Movement in Working Capital | ||||
| Changes in other assets Changes in other liabilities Cash flows generated from operating activities |
(8) 10 2 |
(14) 15 1 |
||
| Net swap (payments and settlement) / receipts of derivative exposure |
(2,554) | (20,428) | ||
| Net cash (used in) operating activities | (2,552) | (20,427) | ||
| Cash flows from investing activities Acquisition of investment securities |
- | (1,251) | ||
| Proceeds from redemptions / maturities of investment securities and total return swaps |
- | 21,059 | ||
| Interest receipts from investment securities | 21,064 | 21,445 | ||
| Net cash generated from investing activities | 21,064 | 41,253 | ||
| Cash flows used in financing activities Payments on amortisations, maturities / redemptions of debt securities issued |
(9,775) | (11,467) | ||
| Interest payments on debt securities issued Net cash used in financing activities |
(8,736) (18,511) |
(9,359) (20,826) |
||
| Net change in cash at bank | 1 | - | ||
| Cash at bank at 1 January | 4 | 79 | 79 | |
| Cash at bank at 31 December | 4 | 80 | 79 |
| CLASS LIMITED | ||||
|---|---|---|---|---|
| Statement of Changes in Equity For the year ended 31 December 2024 |
||||
| Share capital €'000 |
Retained earnings €'000 |
Total €'000 |
||
| Balance as at 1 January 2023 | - | 42 | 42 | |
| Profit for the year - 2023 | - | - | - | |
| Other comprehensive income | - | - | - | |
| Total comprehensive income for the year | - | - | - | |
| Balance as at 31 December 2023 | - | 42 | 42 | |
| Profit for the year - 2024 | - | - | - | |
| Other comprehensive income | - | - | - | |
| Total comprehensive income for the year | - | - | - |
For the year ended 31 December 2024
CLASS Limited (the "Company") was incorporated on 10 July 1998 in Jersey with registered number 72096. The registered office of the Company is 4th Floor, St Paul's Gate, 22-24 New Street, St. Helier, Jersey, JE1 4TR, Channel Islands.
The Company is a special purpose entity that has been established to issue debt securities under a USD 5,000,000,000 Multi-issuance note programme.
The programme offers investors the opportunity to invest in a portfolio of investments securities and total return swaps that include derivative instruments that mitigate the interest rate risk and credit risk associated with the portfolio.
The financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") and its interpretations as adopted by the EU.
The accounting policies set out below have been applied in preparing the financial statements for the year ended 31 December 2024. The comparative information for the year ended 31 December 2023 presented in these financial statements has been prepared on a consistent basis.
The Company's debt funding has been provided by the holders of debt securities, whose recourse to the assets of the Company are limited to the aggregate net assets designated as underlying assets (assets acquired and other agreements) for the particular series of debt securities held and who have no right to take any step for the winding up or liquidation of the Company in the event that the aggregate proceeds from the realisation of the underlying assets are insufficient to repay the principal/interest amounts of the debt securities. From the point of view of a holder of debt securities, defaults on any one particular series does not impact any other series.
The Directors considered the impact of the geopolitical tensions, including the conflict between Russia and Ukraine and Israel and Gaza, the, climate-related risks, and macroeconomic factors and new US tariff policy may have over the going concern assumption of the Company. The Directors concluded that these do not represent a material uncertainty in relation to the Company's ability to continue as a going concern as at the date of signing these financial statements.
The Company's performance and its operations or its ability to continue as a going concern, have not been significantly impacted by the ongoing geopolitical conflicts, climate-related risk, macroeconomic factors and the new US tariff policy. The Board and DB London will continue to monitor the evolving situation and its impact on the Company. The limited recourse nature of the securities issued by the Company limit the investors' recourse to the underlying net assets of that particular debt securities issued.
Notes to the Financial Statements For the year ended 31 December 2024
Going concern (continued)
The investors have no right to petition for insolvency proceedings against the Company in the event that the underlying assets are insufficient to repay the principal amount of the debt securities issued. Further, to manage the principal risks impacting the Company such as market risks, liquidity risks and credit risks, it has entered derivative swap agreements with DB London depending on the requirement of each particular debt securities issued. Also, as per Programme Proposal Agreement, DB London as the Arranger agrees to pay for Series Overheads (as defined in the Programme Proposal Agreement).
As of 31 December 2024, the Company had no investment securities that were directly or indirectly impacted by sanctions relating to Russia or the conflict in Ukraine and Israel.
The new US tariff policy is set to further disrupt supply chains and global trade. The most pressing concern is the potential onset of a trade war between the EU and the US. Additionally, growing tensions in US trade relations with countries such as Mexico, Canada, China, and Australia signal the emergence of a broader trade conflict. In this evolving landscape, businesses must act swiftly to mitigate risks while also implementing strategic measures to safeguard their competitiveness and long-term sustainability.
The Board and DB London do not envisage US debt volatility having an "enormous" impact on the Company. Whilst such volatility would likely impact collateral security values and FX rates via derivative exposures, we do not anticipate a significant impact to Company or the Swap Counterparty.
There are no other matters that impact the ability of the Company to continue as a going concern as at year end.
There were no changes in accounting policies which would have a financial impact on the Company's financial statements during the year.
The following adopted accounting standards for the accounting period beginning on or after 1 January 2023 are considered not relevant to the Company and therefore have no impact on the financial performance or financial position of the Company.
Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements (issued on 25 May 2023)
The Directors have set out the upcoming EU endorsed and un-endorsed accounting standards, amendments or interpretations as up until the issuance of the financial statements as set out below.
| Description | Effective date (period beginning)* |
|---|---|
| Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability (issued on 15 August 2023) |
1 January 2025** |
| Amendments to the Classification and Measurement of Financial Instruments - Amendments to IFRS 9 and IFRS 7 (issued on 30 May 2024) |
1 January 2026 |
| Annual Improvements to IFRS Accounting Standards— Volume 11 (issued on 18 July 2024) |
1 January 2026 |
| Contracts Referencing Nature-dependent Electricity – Amendments to IFRS 9 and IFRS 7 (issued on 18 December 2024) |
1 January 2026 |
| IFRS 18 Presentation and Disclosure in Financial Statements (issued on 9 April 2024) |
1 January 2027 |
| IFRS 19 - Subsidiaries without Public Accountability: Disclosures (issued on 9 May 2024 |
1 January 2027 |
*Where new requirements are endorsed, the EU effective date is disclosed. For unendorsed standards and interpretations, the IASB's effective date is noted. Where any of the upcoming requirements are applicable, the Company will apply them from their EU effective date.
** EU endorsed.
The Directors have considered the new standards, amendments and interpretations that are issued but not yet effective up to the date of issuance of the Company's financial statements and do not plan to adopt these standards early. The application of these standards, amendments or interpretations are currently being assessed in advance of the confirmed effective date by the Company, with no material impact anticipated for the financial statement.
The financial statements are prepared on the historical cost basis except for the following:
The methods used to measure fair values are discussed further in note 3(b).
The preparation of the Company's financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of income, expenses, assets and liabilities and the accompanying disclosures.
(i) Judgements
In the process of applying the Company's accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the financial statements.
Level 3 instruments are regarded as a source of critical accounting judgement as at year end date. The measurement of fair value of the complex Level 3 instruments is both quantitatively and qualitatively material to the financial statements. The critical judgement is over the use of the unobservable inputs and the material nature of these inputs in the valuation of the financial instrument.
The swap counterparty has produced valuations as of a particular time and date on the basis of, inter alia, its proprietary valuation models that takes into account interest rates, duration and relevant credit spreads. There exists judgement related to the selection and calibration of the models and associated market data inputs.
The determination of fair values of financial assets and financial liabilities that are not quoted in an active market are based on valuation techniques. The chosen valuation technique incorporates all the factors that market participants would take into account in pricing a transaction. Valuation techniques include the discounted cash flow method, option pricing model, comparison to similar instruments for which market observable prices exist, and valuation models. For more complex instruments, the Company uses proprietary models, which usually are developed from recognised valuation models. Some or all of the inputs into these models may not be directly observable from the market and are derived from market prices or rates or are estimates based on assumptions.
Notes to the Financial Statements For the year ended 31 December 2024
(i) Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the year-end date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.
When the fair values of financial assets and financial liabilities recorded in the statement of financial position cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the discounted cash flow model and correlation pricing model. The inputs to these models are taken from observable markets where possible. Changes in assumptions relating to these factors could affect the reported fair value of financial instruments. The estimates and associated assumptions are reviewed on an ongoing basis and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Information about significant areas of estimation uncertainty in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements are described in note 23.
The financial statements are presented in Euro, which is the Company's functional currency.
Functional currency is the currency of the primary economic environment in which the entity operates.
The issued share capital of the Company is denominated in Great British Pound while the debt securities issued are primarily denominated in Euro. The Directors of the Company believe that Euro most faithfully represents the economic effects of the underlying transactions, events and conditions.
Except as otherwise indicated, all financial information presented in Euro have been rounded to the nearest thousand.
The accounting policies set out below have been applied consistently to all years presented in these financial statements.
A structured entity is an entity that has been designed so that voting or similar rights are not the dominant factor in deciding who controls the entity, such as when any voting rights relate to administrative tasks only and the relevant activities are directed by means of contractual arrangements.
A structured entity often has some or all of the following features or attributes; (a) restricted activities, (b) a narrow and well-defined objective, such as to provide investment opportunities for investors by passing on risks and rewards associated with the assets of the structured entity to investors, (c) insufficient equity to permit the structured entity to finance its activities without subordinated financial support and (d) financing in the form of multiple contractually linked instruments to investors that create concentrations of credit or other risks (tranches).
The Company considers some of its investments to be investments in structured entities which are unconsolidated due to the fact that the Company has no control of the structured entities. See note 24 for details of these investments.
The Company accounts for its investments in structured entities as investment securities at fair value through profit or loss and recognises any gains and losses arising from changes in the fair value through profit or loss in the Statement of Comprehensive Income in the period in which they arise.
The Company classifies its financial instruments in accordance to IFRS 9.
The financial instruments held by the Company at fair value through profit or loss include the following:
The Company has designated financial liabilities at fair value through profit or loss since the liabilities consist of debt securities issued that are backed by the investment securities and derivative financial instruments. The returns from the investment securities are used to pay off the debt securities and as a result, measuring the debt securities on other basis other than fair value will create an accounting mismatch. The designation eliminates or significantly reduces the inconsistent treatment that would otherwise arise from measuring the financial assets or liabilities or recognising gains or losses on them on a different basis.
Designation at fair value through profit or loss upon initial recognition (continued) The Company has classified the investment securities at fair value through profit or loss and designated the debt securities issued at fair value through profit or loss. Derivative financial instruments are carried at fair value through profit or loss. Other financial instruments are carried at amortised cost.
A financial asset or financial liability at fair value through profit or loss is a financial asset or liability that is classified as held-for-trading or designated or classified at fair value through profit or loss. Other financial instruments are carried at amortised cost.
Derivative financial instruments are carried at fair value through profit or loss. The Company has classified the investment securities and total return swaps at fair value through profit or loss.
All investment securities held by the Company are classified and initially measured at fair value. The investment securities held by the Company have been designated at fair value through profit or loss to eliminate or significantly reduce an accounting mismatch. Total return swaps consist of credit linked collateral which enable the Company to gain exposure and benefit from a reference amount and are classified at fair value through profit or loss. Subsequent changes in the fair value of investment securities and total return swaps are recognised directly through profit or loss in the statement of comprehensive income.
Derivative financial instruments held for risk management purposes include derivative assets and liabilities comprised of interest rate swaps and cross currency swaps which are classified as assets swaps that are used to economically hedge at each series from interest rate or market fluctuations affecting the relevant collateral assets.
Such derivatives are not formally designated into a qualifying hedging relationship and therefore all changes in their fair value are recognised through profit or loss in the statement of comprehensive income. The Company also writes asset swaps derivatives for certain series as noted in note 6 that may create economic returns for the Company; such derivatives are carried at fair value through profit or loss.
The debt securities issued are initially measured at fair value and are designated as liabilities at fair value through profit or loss when they either eliminate or significantly reduce the inconsistent treatment that would otherwise arise from measuring the debt securities issued on a different basis to that of the underlying securities such as the investment securities and derivative financial instruments.
Financial assets that are not at fair value through profit or loss and are not quoted in an active market include cash at bank and deposits with credit institutions and other receivables, which are classified and measured at amortised cost.
Financial assets and liabilities that are not at fair value through profit or loss (continued) Financial liabilities that are not at fair value through profit or loss include accrued expenses and other payables. These are classified and measured at amortised cost.
The impairment rules under IFRS 9 applies to financial assets that are measured at amortized cost.
Under IFRS 9 expected credit loss approach, the Company recognizes expected credit losses resulting from default events that are possible within the next 12 months for both the homogeneous and non-homogeneous performing loan pools (stage 1).
IFRS 9 also requires the recognition of credit losses expected over the remaining life of the assets ('lifetime expected losses') which have significantly deteriorated in credit quality since origination or purchase but have yet to default (stage 2) and for assets that are credit impaired (stage 3). Under IFRS 9 expected credit losses are measured by taking into account forward-looking information, including macroeconomic factors.
The Company initially recognises all financial assets and liabilities at fair value on the trade date, which is the date on which the Company becomes a party to the contractual provisions of the instruments. For financial assets and financial liabilities which will subsequently be carried at fair value, initial direct costs are expensed. For financial assets and financial liabilities not at fair value through profit or loss, costs directly attributable to the acquisition or issue of financial assets or financial liabilities are included in the initial cost.
From trade date, any gains or losses arising from changes in the fair value of the financial assets or financial liabilities being measured at fair value through profit or loss are recorded through profit or loss in the statement of comprehensive income.
Financial assets and financial liabilities not categorised as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest rate method.
The Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred.
Any interest in transferred financial assets that is created or retained by the Company is recognised as a separate asset or liability.
The Company derecognises a financial liability when its contractual obligations are discharged, cancelled or has expired.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal, or in its absence, the most advantageous market to which the Company has access.
The fair value of a liability reflects its non-performance risk. The determination of fair values of financial assets and financial liabilities are based on quoted bid market prices or dealer price quotations for financial instruments traded in active markets, where these are available.
A market is regarded as active if transaction for the asset or liability takes place with sufficient frequency and volume to provide pricing information on an ongoing basis. The Company measures instruments quoted in an active market at bid price. For all other financial instruments fair value is determined by using valuation techniques.
If there is no quoted price in an active market, then the Company uses valuation techniques that maximise the use of relevant observable inputs and minimise the use of unobservable inputs. The chosen valuation technique incorporates all of the factors that market participants would take into account in pricing a transaction.
Valuation techniques include net present value techniques, the discounted cash flow method, comparison to similar instruments for which market observable prices exist, and valuation models. The Company uses widely recognised valuation models for determining the fair value of common and simpler financial instruments like call options, interest rate and currency swaps. For more complex instruments, the Company uses proprietary models, which are usually developed from recognised valuation models. Some or all of the inputs into these models may not be directly observable from the market and are derived from market prices or rates or are estimated based on assumptions.
Fair value measurement principles (continued) The Company recognises transfers between levels of the fair value hierarchy as at the beginning of the reporting period during which the change has occurred.
The financial instruments issued by the Company are treated as equity (i.e. forming part of shareholder's funds) only to the extent that they meet the following two conditions:
To the extent that these conditions are not met, the proceeds of issue are classified as a financial liability.
Finance payments associated with financial liabilities are dealt with as part of the ongoing remeasurement of debt securities to fair value. Any payments associated with financial instruments that are classified in equity are distributions from the net income attributable to equity holders and are recorded directly in equity.
The Company has applied IFRS 8 Operating Segments which puts emphasis on the "management approach" to reporting on operating segments.
The Company is engaged as one segment. It involves the repackaging of bonds and other debt instruments, on behalf of investors, which are bought from the market and subsequently securitised to avail of potential market opportunities and risk-return asymmetries.
Each transaction is entered into on its own merit, as such, no cross-sectional review is performed per geography for the entity by the Board who are regarded as the Company's Chief Operating Decision Maker. No revenue per geographical location has been disclosed because this information is not prepared and is not regularly provided to nor used by the Board. The financial results for this segment are equivalent to the financial statements of the Company as a whole.
The Board is responsible for managing the business of the Company including the outcome of day-to-day operating decisions. It achieves this by appointing on an arm's length basis established service providers with competence and expertise in their respective areas. It reviews the terms of their engagement and monitors the output from these services to ensure they fully satisfy what is required of them in operational, legal and regulatory terms.
Refer to note 21(b) concentration risk for the geographical segmental information of the assets.
Cash at bank consists of current cash held on deposit which is on demand.
Cash at bank is carried at amortised cost in the statement of financial position.
Transactions in foreign currencies are translated to the functional currency of the Company using exchange rates at the date of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency using the exchange rate at that date.
Foreign currency differences arising on retranslation or settlement are recognised through profit or loss in the statement of comprehensive income and are included under net gain / (loss) from investment securities, derivative financial instruments or debt securities issued, as appropriate.
Net (loss) / gain on investment securities and total return swaps relates to realised income (including interest receipts and accrued interest income) arising on investment securities, realised and unrealised fair value changes including foreign exchange differences arising on investment securities and total return swaps.
Net (loss) / gain on derivative financial instruments relates to the fair value movements on derivatives held by the Company and includes realised and unrealised fair value changes, settlements and foreign exchange differences.
Net finance (loss) / gain on debt securities issued includes financing costs (including interest payments and accrued interest expense) realised and unrealised fair value changes and foreign exchange differences.
Income tax expense comprises current and deferred tax. Income tax expense is recognised through profit or loss, in other comprehensive income or directly in equity consistent with the accounting for the item to which it is related.
Current tax is the expected tax payable on the taxable income for the year, using tax rates applicable to the Company's activities enacted or substantively enacted at the reporting date, and adjustment to tax payable in respect of previous years.
Deferred tax is provided for temporary differences arising between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for temporary differences arising on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. 2023 2024 €'000 €'000 Cash at bank 80 79
All other income and expenses are accounted for on an accrual basis.
Share capital is issued in Great British Pound. Dividends are recognised as a payable in the period in which they are approved.
| € 000 | |
|---|---|
| 80 | 79 |
| €"000 |
The Company's cash is held with Royal Bank of Scotland International. Refer to note 21(b)(i) for credit ratings for cash and cash equivalents.
| CLASS LIMITED | ||
|---|---|---|
| Notes to the Financial Statements For the year ended 31 December 2024 |
||
| Derivative financial instruments | 2024 €'000 |
2023 €'000 |
| Derivative assets- Asset swaps | ||
| Less than one year | 198 | 214 |
| One year to five years | 661 | 739 |
| Greater than five years | 1,411 | 2,008 |
| 2,270 | 2,961 | |
| Derivative liabilities- Asset swaps | ||
| Less than one year | 34,508 | 31,591 |
| One year to five years | 117,600 | 92,378 |
| Greater than five years | 123,578 | 136,595 |
| 275,686 | 260,564 |
The Company entered into asset swap agreements other than those mentioned below to eliminate the mismatch between the amount payable in respect of those issued debt securities and the return from the investment securities held by the Company as collateral. The following series are currently outstanding with asset swap agreements as at 31 December 2024: Series 29, 31, 32, 47, 49, 53, 58, 60, 64, 66, 67, 73, 75, 76, 79, 80, 82, 83, 84, 90, 94, 95, 100, 104 and 141 (2023: Series 29, 31, 32, 47, 49, 53, 58, 60, 64, 66, 67, 73, 75, 76, 79, 80, 82, 83, 84, 90, 94, 95, 100, 104 and 141).
During the year, no asset swap agreement had matured (2023: No Series) and no asset swap agreement was partially redeemed (2023: No Series).
In cases where no asset swaps nor credit default swaps are in place for a series, the credit risk is borne by the holders of debt securities issued by the Company. During the period, no swap agreements were in place for series 61 (2023: Series 61).
The adjustments comprised Counterparty Credit Valuation Adjustments (CVA), Debt Valuation Adjustments (DVA) and Funding Valuation Adjustments (FVA). The impact of adjustments is incorporated into the fair value of the derivatives.
CVA covers expected credit losses relating to non-performance risk of the derivative counterparty, DB London. For DVA, that relates to derivative liabilities, the Company considers own creditworthiness by assessing counterparty potential future exposure with reference to the associated collateral, the expected loss given default and the probability of default. FVA incorporates the market implied funding costs into the fair value of the derivative positions and reflects a discounting spread applied to uncollateralised and partly collateralised derivatives.
Shortfall exists when the value of the derivative liability is greater than the value of the investment securities for a certain series.
Notes to the Financial Statements (continued) For the year ended 31 December 2024
| Derivative financial instruments (continued) | ||
|---|---|---|
| Fair value adjustment for credit risk (continued) Such occurrence will lead the value of the debt securities to be illogical, thus shortfall adjustment to the derivative value is necessary to bring the value of the debt securities to zero balance since the shortfall is only up to the extent of the fair value of the investment securities and derivative liability of the relevant series. During the year, there were no shortfall adjustments (2023: series 66 amounting to EUR 34k). |
||
| As at 31 December 2024, the combined value of adjustments amounting to EUR 18,575k (2023: EUR (20,439k) is comprised of adjustments for shortfall, CVA, DVA and FVA amounting to EUR (193k) (2023: 34k), EUR 3,151k (2023: (275k)), EUR 15,617k (2023: 4,441k), respectively. These adjustments have increased the derivative assets by EUR 517k (2023: 525k) and decreased the derivative liabilities by EUR 18,025k (2023: 19,876k). This was consistent with valuation policies adopted by derivative counterparty, DB London. |
||
| Investment securities and total return swaps at fair value through profit or loss | ||
| 2024 | 2023 | |
| €'000 | €'000 | |
| Classified at fair value through profit or loss | ||
| Corporate bonds | 281,397 | 271,153 |
| Government bonds Total return swaps |
119,788 1,219 |
120,533 1,216 |
| 402,404 | 392,902 | |
| Maturity analysis of investment securities and total return | 2024 | 2023 |
| swaps classified at fair value through profit or loss | €'000 | €'000 |
| Less than one year | 17,668 | - |
| One year to five years | 90,995 | 80,548 |
| Greater than five years | 293,741 | 312,354 |
No investment securities matured during the year (2023: series 47, 64, 73, 76, 94, 100 and 104). Maturities of investment securities are cash settled transactions.
During the year, there's no redemption of investment securities (2023: no redemption of investment securities) while none was partially redeemed (2023: none was partially redeemed).
Under the terms of the SPM, the swap counterparty can replace a maturing collateral with DB London issued bond. During the year, there were no collateral replacement (2023: series 47 with notional of USD 1,000k was replaced by EUR 900k and series 100 investment securities with a notional of USD 600k was replaced by EUR 545k).
The carrying value of all the above assets of the Company represent their maximum exposure to credit risk. The credit risk is eventually transferred to the swap counterparty through credit default swap or the holders of debt securities. The swap counterparty is then exposed to credit risk in respect of the credit default swap. In cases where no swaps are in place for a series, the credit risk is borne by the holders of debt securities issued by the Company.
The investment securities and total return swaps are held as collateral for debt securities issued by the Company.
The Company holds investments in unconsolidated structured entities with fair value amounting to EUR 1,205k (2023: 1,205k). Refer to note 24 for disclosure on interest in other entities.
Under these arrangements the proceeds from the issuance of debt securities are held on deposit with the swap counterparty under the swap agreement. The deposit is synthetically linked to the credit performance of a portfolio of reference entities through a credit default swap. The swap counterparty provides a return that replicates the return due to the holders of the debt securities and also reimburses all the expenses related to the series. In the event of this reference entities default, a notice is served to the Company.
The receivable under the total return swaps is reduced by an amount equal to the amount of the default as determined by the calculation agent with reference to the default reference entity and the Company's obligation under the debt securities is also reduced by the same amount as per the terms of the SPM.
The total return swaps held by the Company as at year end for series 61 (2023: Series 61). During the year, no series with total return swaps matured nor redeemed (2023: No series). Refer to note 21(b)(i) for credit risk disclosures relating to the investment securities and total return swaps.
| CLASS LIMITED | |||
|---|---|---|---|
| Notes to the Financial Statements (continued) For the year ended 31 December 2024 |
|||
| 2024 €'000 |
2023 €'000 |
||
| Interest income receivable from investment securities and total return swaps Other receivables |
6,605 111 |
6,599 103 |
|
| 6,716 | 6,702 | ||
| All of the above other assets are current. Refer to note 21(b)(i) for credit risk disclosure. | |||
| Debt securities issued designated at fair value through profit or loss | |||
| 2024 €'000 |
2023 €'000 |
||
| Designated at fair value through profit or loss | 135,531 | 141,831 | |
| Maturity analysis of the debt securities issued at fair value through profit or loss |
|||
| Interest income receivable from investment securities and total return swaps |
||
|---|---|---|
| 6,716 | 6,702 | |
| All of the above other assets are current. Refer to note 21(b)(i) for credit risk disclosure. | ||
| Debt securities issued designated at fair value through profit or loss | ||
| Designated at fair value through profit or loss | 135,531 | 141,831 |
| Maturity analysis of the debt securities issued at fair | ||
| value through profit or loss Less than one year |
12,391 | 12,549 |
| One year to five years | 57,539 | 42,221 |
| Greater than five years | 65,601 | 87,061 |
The Company's obligations under the debt securities issued and related derivative financial instruments are secured by collateral held as noted in note 6. The investors' recourse per series is limited to the assets of that particular series.
| Notes to the Financial Statements (continued) For the year ended 31 December 2024 |
||
|---|---|---|
| Debt securities issued designated at fair value through profit or loss (continued) | ||
| The debt securities for the following series are listed on the Luxembourg Stock Exchange: Series 29, 31, 32, 47, 49, 53, 58, 60, 64, 66, 67, 73, 75, 76, 79, 80, 82, 83, 84, 90, 94, 95, 100, 104, and 141 (2023: Series 29, 31, 32, 47, 49, 53, 58, 60, 64, 66, 67, 73, 75, 76, 79, 80, 82, 83, 84, 90, 94, 95, 100, 104, and 141). |
||
| Liabilities arising from financing activities relate to debt securities issued. The below table | ||
| shows the changes in liabilities arising from financing activities: | 2024 €'000 |
2023 €'000 |
| Opening balance | 141,831 | 148,704 |
| Net loss on debt securities issued designated at | ||
| fair value through profit or loss | 12,205 | 13,948 |
| Changes in accrual Cash flows from financing activities |
6 (18,511) |
6 (20,826) |
Maturities of debt securities are cash settled transactions which are shown in the statement of cash flows. During the year, no series fully matured (2023: No series). The following series are immunizing series, thus part of its balances have matured: Series 29, 31, 32, 47, 49, 53, 58, 60, 61, 64, 66, 67, 73, 75, 76, 79, 80, 82, 83, 84, 90, 94, 95, 100, 104 and 141 (2023: Series 29, 31, 32, 47, 49, 53, 58, 60, 61, 64, 66, 67, 73, 75, 76, 79, 80, 82, 83, 84, 90, 94, 95, 100, 104 and 141). During the year, no series have been redeemed (2023: No series).
In the event that accumulated losses prove not to be recoverable during the life of the debt securities issued, then the obligation to the holders of the debt securities issued by the Company will be reduced to the extent of the accumulated losses.
The fair value of financial liabilities designated at fair value through profit or loss as at 31 December 2024 was EUR 25,556k (2023: 22,080k) greater than the contractual amount at maturity. The contractual amount at maturity is disclosed on the basis that there will be no payment calls made due to an occurrence of credit event until maturity.
As at 31 December 2024, series 29, 31, 32, 47,49, 53, 58, 60, 61, 64, 66, 67, 73, 75, 76, 79, 80, 82, 83, 84, 90, 94, 95, 100, 104 and 141 are immunizing securities wherein their interest rates are stated in the SPM (2023: Series 29, 31, 32, 47,49, 53, 58, 60, 61, 64, 66, 67, 73, 75, 76, 79, 80, 82, 83, 84, 90, 94, 95, 100, 104 and 141).
| CLASS LIMITED | ||||
|---|---|---|---|---|
| Notes to the Financial Statements (continued) For the year ended 31 December 2024 |
||||
| 9 | Other liabilities | |||
| 2024 €'000 |
2023 €'000 |
|||
| Interest payable on debt securities issued Accrued expenses Other payables |
61 83 67 |
67 75 65 |
||
| 211 | 207 | |||
| All the above other liabilities are current. | ||||
| 10 | Share capital | 2024 €'000 |
2023 €'000 |
|
| Authorised: | ||||
| 10,000 ordinary shares of £1 each | 14 | 14 | ||
| Issued and fully paid 10 ordinary shares of £1 each |
- | - | ||
| Notes to the Financial Statements (continued) For the year ended 31 December 2024 |
||
|---|---|---|
| Accounting categorisation of financial assets and financial liabilities | ||
| 2024 Carrying value €'000 |
2023 Carrying value €'000 |
|
| Financial asset at amortised cost | ||
| Cash at bank | 80 | 79 |
| Other assets- other receivables | 111 | 103 |
| Total financial asset at amortised cost | 191 | 182 |
| Financial assets at fair value through profit or loss | ||
| Investment securities and total return swaps Other assets- interest income receivable from investment |
402,404 | 392,902 |
| securities and total return swaps | 6,605 | 6,599 |
| Derivative assets | 2,270 | 2,961 |
| Total assets | 411,470 | 402,644 |
| Financial liabilities at amortised cost | ||
| Other liabilities- accrued expenses and other payables | 150 | 140 |
| Financial liabilities designated at fair value through profit or loss |
||
| Debt securities issued | 135,531 | 141,831 |
| Financial liabilities at fair value through profit or loss | ||
| Other liabilities- interest payable on debt securities issued | 61 | 67 |
| Derivative liabilities | 275,686 | 260,564 |
| Total liabilities | 411,428 | 402,602 |
The financial instruments not accounted for at fair value through profit or loss are short term financial assets and financial liabilities whose carrying amounts approximate their fair values.
| CLASS LIMITED | |||
|---|---|---|---|
| Notes to the Financial Statements (continued) For the year ended 31 December 2024 |
|||
| 12 | Net gain / (loss) on investment securities and total return swaps | ||
| 2024 €'000 |
2023 €'000 |
||
| Net gain / (loss) on investment securities and total return swaps at fair value through profit or loss (including interest receipts): |
|||
| - Corporate bonds | 24,635 | 14,000 | |
| - Government bonds | 5,866 | 7,501 | |
| - Total return swaps | 71 | 110 | |
| 30,572 | 21,611 | ||
| Analysed as follows: Interest income including accruals Net unrealised gain / (loss) on investment securities and |
21,070 | 21,307 | |
| total return swaps | 9,502 | 780 | |
| Realised loss on redemptions / maturities of investment securities and total return swaps |
- | (476) | |
| 30,572 | 21,611 | ||
| 13 | Net (loss) / gain on derivative financial instruments | ||
| 2024 €'000 |
2023 €'000 |
||
| Net (loss) / gain on derivative financial instruments carried at fair value (including interest receipts): |
|||
| - Assets swaps | (18,367) | (7,663) | |
| Analysed as follows: | |||
| Net swap (payments) / receipts | (2,554) | (20,428) | |
| Net unrealised gain on derivative financial instruments | (15,813) | 12,765 | |
| (18,367) | (7,663) |
| CLASS LIMITED | |||
|---|---|---|---|
| Notes to the Financial Statements (continued) For the year ended 31 December 2024 |
|||
| 14 | Net finance gain / (loss) on debt securities issued | ||
| 2024 €'000 |
2023 €'000 |
||
| Net (loss) / gain on debt securities issued designated at fair value through profit or loss Interest expense including accruals |
(3,475) (8,730) |
(4,595) (9,353) |
|
| (12,205) | (13,948) | ||
| Analysed as follows: | |||
| Interest expense including accruals | (8,730) | (9,353) | |
| Net unrealised (loss) / gain on debt securities issued Net realised gain on debt securities issued |
(6,251) 2,776 |
(6,444) 1,849 |
|
| (12,205) | (13,948) | ||
| 15 | Other income | ||
| 2024 €'000 |
2023 €'000 |
||
| Arranger income Other income |
106 - |
109 1 |
|
| 106 | 110 |
For every new issuance of debt securities, DB London, as Arranger, transfers to the Company an amount of USD 500 as corporate benefit (income) and also agreed, as per Service Agreement, to reimburse the Company against any costs, fees, expenses or out-goings incurred. Arranger income is the total expenses incurred by the Company during the period that is borne by DB. During the year, no new series have been issued which resulted to corporate benefit amount of nil (2023: Nil).
| CLASS LIMITED | ||
|---|---|---|
| Notes to the Financial Statements (continued) For the year ended 31 December 2024 |
||
| 2024 €'000 |
2023 €'000 |
|
| Auditor's remuneration | (78) | (75) |
| Administration fee | (22) | (30) |
| Directors fee | (5) | (5) |
| (106) | (110) | |
| The Company is administered by Vistra and has no employees. | ||
| Auditor's remuneration relates to the audit of the financial statements. | ||
The Company is taxed at 0% corporate tax rate during the year (2023: 0%).
The issued shares are held in trust by Vistra Fund Services Limited and Vistra Nominees I Limited (the "Share Trustees"), each of whom own five shares under the terms of a declaration of trust dated July 1998, under which the relevant Share Trustee holds an issued share of the Company in trust for charity. The Share Trustees have appointed the Board to oversee the day-to-day activities of the Company.
The Board have considered the issue as to who is the controlling party of the Company. It has determined that the control of the day-to-day activities of the Company rests with the Board. The Board is composed of three Directors, all are considered to be independent of the Deutsche Bank Group.
The debt securities issued by the Company are secured by way of charge over the collateral purchased in respect of each of the debt securities, and by the assignment of a fixed first charge of the Company's rights, title and interest under the respective Swap Agreement for each series.
During the year, the Company incurred a fee of EUR 10k (2023: EUR 10k) relating to administration services provided by Vistra. As at 31 December 2024, outstanding administration services fees payable amounted to nil (2023: nil).
| Professional services in advising matters of Jersey law is incurred during the year amounting to nil (2023: nil). Directors' fees during the year amounted to EUR 5k (2023: EUR 5k). As at 31 December 2024, there were no outstanding Advisor fees and Directors' fees payable (2023: Nil). Other Transactions Under a series proposal agreement entered into for each series by the Company and DB London, as Arranger for each series, will pay the Company a Series Fee of USD 500 per Series on commencement of the series and agree to reimburse the Company against any costs, fees, expenses or out-goings incurred, refer to note 15 for details. |
|
|---|---|
| DB London is also the swap counterparty for all series containing asset swap agreements and total return swap agreements. The fair values relating to these swaps are disclosed in note 5 for details and associated income and expenses in notes 15 and 16, respectively. |
|
| At the reporting date, DB London holds no interest in the debt securities issued by the Company while the following investment securities held by the Company were issued by DB London: |
|
| Nominal | |
| Series ISIN CCY 2024 '000 |
2023 '000 |
| S0047 XS0461370511 USD 3,316 |
3,105 |
| S0047 XS0461388646 EUR 1,345 |
1,345 |
| S0047 XS0461330721 EUR 555 |
555 |
| S0047 XS0461374182 EUR 1,300 |
1,300 |
| S0047 XS0461367053 USD 452 |
423 |
| 6,968 | 6,728 |
The Company was set up as segregated multi-issuance SPE. This ensures that if one series default, the holders of that series are unable to reach other assets of the issuer, which might otherwise have resulted in the issuer's bankruptcy and the default of the other series of debt securities issued.
The segregation criteria include the following:
The net proceeds from the issue of the debt securities are paid to DB London as the swap counterparty or as agent in the case of pass-through notes to purchase a portfolio of investments securities plus any interest accrued thereon on behalf of the Company or to enter into total return swap arrangements with the swap counterparty.
The Company has entered into asset swap agreements with DB London, wherein the swap counterparty delivers the investment securities to the account of the Company and the Company pays the holders of debt securities the amount equal to the interest payable on the debt securities issued. The Company pays to the swap counterparty amounts equal to the interest received in respect of the investment securities, and on the maturity date of the investment securities will deliver the portfolio or the proceeds of its redemption to the swap counterparty. In return, the swap counterparty will pay to the Company amounts equal to the coupon payments payable on the debt securities issued as well as the notional outstanding upon maturity. Refer to note 5 for the details of the swap agreements entered by the Company.
The swap counterparty delivers collateral to the account of the Company and pays the Company amounts equal to the interest payable under the debt securities, and if the swap agreement has not terminated prior to the maturity date of the respective notes, a sum equal to the redemption amount payable on the debt securities. The credit quality details of the investment securities held by the Company are disclosed in note 21(b).
For series where no swap agreements were entered into, the ultimate amount repaid to the holders of the related debt securities will depend on the proceeds from the investment securities.
The debt securities issued are initially recorded at fair value which equates to the proceeds received in Euro and are subsequently carried at fair value through profit or loss. The ultimate amount repaid to the holders of these debt securities will depend on the proceeds from the investment securities and any payment the swap counterparty is obliged to make under the terms of the swap agreement.
The Board has overall responsibility for the establishment and oversight of the Company's risk management framework.
The risk profile of the Company is such that market, credit, liquidity and other risks relating to the investment securities and derivative financial instruments are borne by the swap counterparty and/or the holders of the debt securities issued.
The Company has exposure to the following risks from its use of financial instruments:
This note presents information about the Company's exposure to each of the above risks, the Company's objectives, policies and processes for measuring and managing risk and the Company's management of capital.
(i) Credit risk
Credit risk is the risk of the financial loss to the Company if the counterparty to a financial asset fails to meet its contractual obligations. Credit risk arises principally from the Company's investment securities and also from the derivative contracts which the Company has entered into.
The Company limits its exposure to credit risk by investing in bonds and other securities detailed in note 3(b) with counterparties that have a credit rating defined in the documentation of the relevant series. No credit enhancements were obtained by the Company to mitigate its exposure to credit risk.
The risk of default on these assets and on the underlying reference entities is borne by the swap counterparty and/or the holders of the debt securities as designated in the priority of payments described in the SPM of the relevant series.
The credit quality of the Company's investment securities has been disclosed in note 21(b).
The credit risk relating to underlying reference entities as shown in note 22 arises principally from the investment assets which the Company holds which are creditlinked to a portfolio of underlying reference entities. Any default or "credit events" in the underlying portfolio of reference entities may trigger a reduction in the nominal amounts of the debt instrument which the Company holds depending on the loss amounts, as well as, other terms and conditions on the debt. Because of the limited recourse nature of the debt securities issued by the Company, any such losses would ultimately be borne by either the Company's swap counterparty and/or the Company's holders of debt securities for that particular series.
Notes to the Financial Statements (continued) For the year ended 31 December 2024
(i) Credit risk (continued)
Secondly, for some series the Company has also sold credit protection to the swap counterparty in return for a premium. Refer to note 5 for further details. The corresponding debt securities issued by the Company on which the credit protection has been sold are credit-linked to the credit quality of the underlying portfolio of reference entities. Therefore, any default or "credit events" in the underlying portfolio of reference entities might require a specific amount of the collateral, i.e. certain investment securities held by the Company to be delivered to the swap counterparty that has purchased the credit protection from the Company. However, due to the limited recourse nature of the debt securities issued by the Company any such payments in respect of the credit default swap, i.e. the underlying portfolio of reference entities would ultimately be borne by the holders of debt securities by way of corresponding reduction in the nominal amounts of those debt securities issued depending on the terms and conditions attached to debt securities issued. 2023 2024 €'000 €'000
Refer to note 23 "Fair Values" for further details.
| of reference entities might require a specific amount of the collateral, i.e. certain investment securities held by the Company to be delivered to the swap counterparty that has purchased the credit protection from the Company. However, due to the limited recourse nature of the debt securities issued by the Company any such payments in respect of the credit default swap, i.e. the underlying portfolio of reference entities would ultimately be borne by the holders of debt securities by way of corresponding reduction in the nominal amounts of those debt securities issued depending on the terms and conditions attached to debt securities issued. |
|||
|---|---|---|---|
| The aggregate reference portfolio notional amounts are usually substantially higher than the notional amounts of the credit default swaps and the nominal amounts of the debt securities issued. This leverage increases the risk of loss to the Company and, therefore, to the holders of debt securities. |
|||
| The carrying amount of financial assets represents the maximum credit exposure as follows: |
|||
| 2024 €'000 |
2023 €'000 |
||
| Cash at bank | 80 | 79 | |
| Derivative assets | 2,270 | 2,961 | |
| Investment securities and total return swaps | 402,404 | 392,902 | |
| Other assets | 6,716 | 6,702 | |
| 411,470 | 402,644 | ||
| The credit risk is the risk of financial loss to the Company if the counterparty fails to meet its contractual obligation and arises principally from investment securities. |
The credit risk is the risk of financial loss to the Company if the counterparty fails to meet its contractual obligation and arises principally from investment securities. The Company limits its exposure to credit risk by issuing notes that are linked to its investment securities and total return swaps. If a credit event were to occur with respect to any of the investment securities and the value of the security is not sufficient to settle the Company's liabilities, any such losses would ultimately be borne by the Company's holders of debt securities issued.
At the reporting date, the credit quality of the Company's financial assets was as shown in the next page:
(i) Credit risk (continued)
Company's cash and cash equivalents are held by Royal Bank of Scotland International which is rated A+ by S&P in 2024 (2023: A+ S&P).
The Company has entered into asset swap transactions with swap counterparty to eliminate the mismatch between the amount payable in respect of the debt securities issued and the return from the investments securities and total return swaps held as collateral.
The table below shows a breakdown of derivative financial instruments for each class of debt securities issued.
| Credit risk (continued) | ||||
|---|---|---|---|---|
| Cash at bank Company's cash and cash equivalents are held by Royal Bank of Scotland International which is rated A+ by S&P in 2024 (2023: A+ S&P). Derivative assets The Company has entered into asset swap transactions with swap counterparty to eliminate the mismatch between the amount payable in respect of the debt securities issued and the return from the investments securities and total return swaps held as collateral. |
||||
| The table below shows a breakdown of derivative financial instruments for each class of debt securities issued. |
||||
| Type of transaction | Derivative type |
2024 €'000 |
2023 €'000 |
|
| Immunisation notes | Asset swaps | 2,270 | 2,961 | |
| On a series by series basis where there are various components of an asset swap such as interest rate swap and currency swap with different values, the values of the various components are disclosed on net basis. |
The Company is exposed to the credit risk of the derivative counterparty with respect to payments due under the derivatives. This risk is borne by the debt securities who are subject to the risk of defaults by the swap counterparty as well as to the risk of defaults of the investment securities, reference obligations under total return swaps and credit default swaps. The Company's exposure and the credit rating of its counterparty are continually monitored. Deutsche Bank AG, London Branch is the primary derivative counterparty. Deutsche Bank AG, London Branch is currently long term rated by S&P as A (2023: A by S&P).
At the reporting date, the credit quality and the asset concentration of the Company's investment securities and total return swaps was as shown in the table on the next page based on carrying amount in the statement of financial position.
None of the investments held were past due or defaulted during the year (2023: None).
(i) Credit risk (continued)
| Investment securities and total return swaps (continued) | |||||||
|---|---|---|---|---|---|---|---|
| Type of transaction |
Collateral type |
Country of issuance | Rating Agency |
Rating 2024 |
Rating 2023 |
2024 €'000 |
2023 €'000 |
| Installment notes |
Corporate bonds |
Germany | Moody's | N.A. Aa1 |
N.A. Aa1 |
1,247 5,578 |
1,183 5,463 |
| Aaa | Aa1 | 90,413 | 89,177 | ||||
| - | Aaa | 46,165 | 44,234 | ||||
| Baa1 | Baa1 | 3,230 | 3,072 | ||||
| NR | NR | 5,302 | 4,784 | ||||
| Ireland | S&P S&P |
BBB BBB+ |
BBB BBB+ |
13,362 46,611 |
12,339 46,975 |
||
| Netherlands | S&P | BBB+ | BBB+ | 492 | 479 | ||
| Spain | S&P | BBB+ | BBB+ | 1,205 | 1,205 | ||
| United Kingdom | S&P | BBB | BBB | 616 | 596 | ||
| United States of America | Moody's | BBB- WR |
BBB- WR |
23,701 13,894 |
21,090 12,424 |
||
| S&P | A- | A- | 2,323 | 2,291 | |||
| BBB+ | BBB+ | 27,257 | 25,841 | ||||
| 281,396 | 271,153 | ||||||
| Government | Canada | S&P | A+ | AA- | 704 | 706 | |
| bonds | AA | AA | 17,669 | 17,370 | |||
| Spain | Moody's | Ba1 | Ba1 | 3,643 | 3,741 | ||
| Baa1 | Baa1 | 45,291 | 46,038 | ||||
| Fitch | Baa2 BBB- |
Baa2 BBB- |
23,840 28,642 |
24,341 28,337 |
|||
| 119,789 | 120,533 | ||||||
| Total return | Germany | Moody's | *NR | *NR | 1,219 | 1,216 | |
| Grand Total | swaps | 402,404 | 392,902 |
*Not Rated **Withdrawn Rating
Notes to the Financial Statements (continued) For the year ended 31 December 2024
(i) Credit risk (continued)
Investment securities and total return swaps (continued) As per the terms and conditions of the SPM, some debt securities can only hold collateral of a certain rating. If the rating of the collateral for these specific debt securities goes below the required level, DB London as swap counterparty will replace the collateral for those notes with eligible collateral.
For those investment securities in which ratings were not available on any market sources, management assessed the associated credit risk based on the coupon received on the investments and historical performance of the investment in terms of default. During the year, no defaults occurred in respect of the investment securities held and interests were received when paid, accordingly.
The other assets mainly include income receivable from bonds held by the Company as at the year end. The credit rating and concentration of the investments securities and total return swaps at the year end are disclosed under investment securities and total return swaps on the table in the previous page.
.
Liquidity risk is the risk that the Company will encounter difficulties in meeting obligations arising from its financial liabilities that are settled by delivering cash or another financial asset, or that such obligation will have to be settled in a manner disadvantageous to the Company.
The Company's obligation to the holders of debt securities of a particular series is limited to the net proceeds upon realisation of the collateral of that series, i.e. investment securities and derivatives. Should the net proceeds be insufficient to make all payment obligations in respect of a particular series of debt securities, the other assets held as collateral for remaining series of the Company are not contractually required to be made available to meet payment and the deficit is instead borne by the holders of debt securities and/or the swap counterparty according to established priority of payment on any particular payment date.
The timing and amount of proceeds from realising the collateral of each series is subject to market conditions.
There were no liquidity issues experienced by the Company or the swap counterparty in respect to meeting its obligations to holders of debt securities issued or to swap counterparty. The Company or the swap counterparty did not default on any of its contractual commitments during the year.
(ii) Liquidity risk (continued)
| (ii) Liquidity risk (continued) | |||||
|---|---|---|---|---|---|
| The following are the contractual maturities of financial assets and liabilities including | |||||
| undiscounted interest payments: | 2024 | ||||
| Carrying amounts €'000 |
Gross contractual cash flows €'000 |
Less than one year €'000 |
One to five years €'000 |
More than five years €'000 |
|
| Cash at bank | 80 | 80 | 80 | - | - |
| Investment securities and total return swaps* |
402,404 | 512,215 | 37,076 | 160,586 | 314,553 |
| Derivative assets** | 2,270 | 2,292 | 199 | 668 | 1,425 |
| Other assets | 6,716 | 6,716 | 6,716 | - | - |
| Derivative liabilities** | (275,686) | (337,537) | (25,344) | (98,354) | (213,839) |
| Debt securities issued*** Other liabilities |
(135,531) (211) |
(183,513) (211) |
(18,516) (211) |
(62,900) - |
(102,097) - |
| 42 | 42 | - | - | 42 | |
| Gross | 2023 | ||||
| Carrying amounts €'000 |
contractual cash flows €'000 |
Less than one year €'000 |
One to five years €'000 |
More than five years €'000 |
|
| Cash at bank Investment securities and total return swaps* |
79 392,902 |
79 521,774 |
79 20,369 |
- 154,125 |
- 347,280 |
| Investment securities and total return swaps* |
402,404 | 512,215 | 37,076 | 160,586 | 314,553 |
|---|---|---|---|---|---|
| 42 | 42 | - | - | 42 | |
| 2023 | |||||
| Carrying amounts €'000 |
Gross contractual cash flows €'000 |
Less than one year €'000 |
One to five years €'000 |
More than five years €'000 |
|
| Cash at bank | 79 | 79 | 79 | - | - |
| Investment securities and total return swaps* |
392,902 | 521,774 | 20,369 | 154,125 | 347,280 |
| Derivative assets** | 2,961 | 2,990 | 216 | 746 | 2,028 |
| Other assets Derivative liabilities Debt securities issued* |
6,702 (260,564) (141,831) |
6,702 (338,008) (193,288) |
6,702 (8,643) (18,516) |
- (91,971) (62,900) |
- (237,394) (111,872) |
| Other liabilities | (207) | (207) | (207) | - | - |
| 42 | 42 | - | - | 42 |
Notes to the Financial Statements (continued) For the year ended 31 December 2024
(ii) Liquidity risk (continued)
**The gross contractual cash flow (GCF) of investment securities includes the notional amount of existing investment securities and the undiscounted interest receipt. As of balance sheet date, GCF of investment securities is higher by EUR 109,811k (2023: EUR 128,872k) compared to its carrying value. In the event of maturity, difference will be accounted as net asset swap receivable from swap counterparty.
**To the extent that there is a shortfall on the gross contractual cash flow after paying the holders of debt securities, this shortfall will be borne by the derivative counterparties.
***GCF of the debt securities issued includes the notional amount of the existing debt securities issued and the undiscounted floating interest payable on debt securities issued. As of balance sheet date, GCF of debt securities is lower by EUR 47,982k (2023: EUR (52,826k)) compared to its carrying value. In the event of maturity, difference will be accounted as net asset swap payable to swap counterparty.
Derivative liabilities represent asset swaps and credit default swaps. Refer to notes 5, 6 and 8 for maturity profile of derivatives, investments securities and total return swap and debt securities issued, respectively.
The asset swaps have been entered into to hedge liquidity exposure on a series by series basis.
(iii) Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and other price risk will affect the Company's income or the value of its holdings of financial instruments.
The objective of the market risk management is to manage and control market risk exposures within acceptable parameters while optimising the return on risk.
Foreign exchange risk and interest rate risk are economically hedged with the use of currency swaps and interest rate swaps, respectively. Cross currency swaps are incorporated in the asset swap, where applicable.
(iii) Market risk (continued)
| Risk management framework (continued) | |||||
|---|---|---|---|---|---|
| (iii) Market risk (continued) | |||||
| Market risk embodies the potential for both losses and gains and includes currency risk, interest risk and price risk. |
|||||
| Currency risk | |||||
| The Company is exposed to movements in exchange rates between its functional currency - Euro and foreign currency denominated financial instruments. At the reporting date, the Company had the following exposure to foreign currency risk based on the currency denomination of debt securities: |
|||||
| 2024 | 2023 | ||||
| USD €'000 |
GBP €'000 |
USD €'000 |
GBP €'000 |
||
| Monetary assets | |||||
| Cash at bank | 22 | - | 21 | - | |
| Investment securities | 132,433 | 5,067 | 124,331 | 4,951 | |
| Other assets | 3,799 | 1,486 | 3,683 | 1,470 | |
| Net exposure | 136,254 | 6,553 | 128,035 | 6,421 |
All debt securities issued are denominated in EUR as at 31 December 2024 and 2023.
Investment securities for series 49, 58, 61, 67, 73, 84, 90 and 141, some of the investment securities for series 29, 53, 64, 76, 79, 80, 83, 100 and total return swaps for series 61 are denominated in EUR as at the reporting date (2023: Series 29, 31, 32, 47, 49, 53, 58, 61, 64, 66, 73, 76, 84, 90, 100 and 141). Therefore, neither the Company nor the holders of debt securities are exposed to currency risk for these particular series.
At the reporting date, the investment securities for series 60, 82, 94, 104, some investment securities for series 47, 53, 75, 79, 80, 83, 95 and 100 are denominated in USD (2023: Series 47, 53, 60, 75, 79, 80, 82, 83, 94, 95, 100 and 104) whereas some of the investment securities for series 29, 64, 75, 76, and 95 are denominated in GBP (2023: Series 29, 64, 75, 76, and 95).
During the year, no investment securities have matured (2023: no investment securities have matured) and none of the investment securities was partially redeemed (2023: no investment securities was partially redeemed). Since there are no series that matured and redeemed, there are no collateral replacements were made (2023: no series that matured, redeemed, and there are no collateral replacements).
(iii) Market risk (continued)
| Risk management framework (continued) | |||||
|---|---|---|---|---|---|
| (iii) Market risk (continued) | |||||
| Currency risk (continued) | |||||
| The currency risk exposure of the Company and the holders of debt securities is eliminated on a series by series basis in cases where the debt security and its associated financial assets are denominated in different currencies due to the existence of a cross currency swap forming part of an asset swap agreement. |
|||||
| The following exchange rates were applied during the year: | |||||
| Average rate 2024 |
2023 | Closing rate 2024 |
2023 | ||
| USD GBP |
1.082 0.847 |
1.081 0.870 |
1.035 0.827 |
1.105 0.868 |
|
| Sensitivity analysis A 10% increase / decrease in the USD and GBP foreign exchange rate would result in an increase / decrease of EUR 13,243k (2023: 12,433k) and EUR 507k (2023: 495k) in the market value of the USD and GBP denominated investment securities, |
A 10% increase / decrease in the USD and GBP foreign exchange rate would result in an increase / decrease of EUR 13,243k (2023: 12,433k) and EUR 507k (2023: 495k) in the market value of the USD and GBP denominated investment securities, respectively. Whereas there is no impact on all debt securities issued as these are denominated in EUR in 2024 and 2023. The net impact of the foreign exchange rate changes is nil due to the existence of the cross-currency swaps.
The Company classified the instruments as fixed interest rate when the assigned rate remains fixed for the entire term of the instrument. Floating interest rate were assigned for the instruments with rates that were based from the market benchmark.
The instruments were classified as structured variable interest rate when the rate changes over the period.
At the reporting date, the interest rate risk profile of the Company's non-derivative interest bearing financial instruments by class of debt security issued was shown in in the succeeding pages.
(iii) Market risk (continued)
| (iii) Market risk (continued) | |||
|---|---|---|---|
| Interest rate risk (continued) | |||
| Investment securities and total return swaps Class of investment security based on debt securities issued |
Currency | 2024 €'000 |
2023 €'000 |
| Fixed rate instruments: | |||
| Installment notes | EUR | 148,539 | 149,828 |
| Installment notes | GBP | 5,067 | 4,951 |
| Installment notes | USD | 81,095 | 75,367 |
| 234,701 | 230,146 | ||
| Variable rate instruments: | |||
| Installment notes | USD | 48,267 | 46,280 |
| Installment notes | EUR | 107,301 | 105,465 |
| 155,568 | 151,745 | ||
| Zero rated instruments: | |||
| Installment notes | EUR | 9,064 | 8,327 |
| Installment notes | USD | 3,071 | 2,684 |
| 12,135 | 11,011 | ||
| Grand total | 402,404 | 392,902 | |
| Debt securities issued | |||
| Class of debt securities issued | Currency | 2024 €'000 |
2023 €'000 |
| Variable rate instruments: | |||
| Installment notes | EUR | 135,531 | 141,831 |
| 135,531 | 141,831 | ||
| Sensitivity analysis |
Refer to note 6 and 8 for the maturity profile of investment securities, total return swaps and debt securities, respectively. The Company manages its interest rate risk by entering into swap agreements.
Notes to the Financial Statements (continued) For the year ended 31 December 2024
(iii) Market risk (continued)
Interest rate risk (continued)
Sensitivity analysis
A 100 basis point increase or decrease represents management's assessment of a reasonably possible change in interest rates.
A 100 basis point increase in interest rates (using the average nominal for the year) would have resulted in an increase of coupon expenditure payable on the debt securities issued of EUR 1,355k (2023: 1,418k). Under the same conditions, the coupon income receivable from investment securities would have increase by EUR 1,355k (2023: 1,418k). A similar 100 basis point decrease in interest rates would have resulted in an equal, but opposite effect on coupon expenditure and coupon income, respectively. The net impact of the interest rate changes is nil due to the existence of the derivatives. If interest rates increased, the fair value of the fixed rate and zero coupon debt instruments that are assets would fall. Given that the debt securities return is linked to the return generated by the financial assets due to the limited recourse nature of the debt securities issued by the Company, there would be a similar offsetting adjustment to the fair value of the debt securities, and therefore the net impact on the company would be negligible.
The Company does not bear any interest rate risk as the interest rate risk associated with the debt securities issued by the Company is neutralised by entering into swap agreements whereby the swap counterparty pays the Company amounts equal to the interest payable to the holders of the debt securities issued by the Company in return for the interest earned by the Company on its investment securities and total return swaps. Therefore, any change in the interest rates would not affect the equity or the statement of comprehensive income of the Company.
Other price risk is the risk that value of the instruments will fluctuate as a result of changes in market prices (other than those arising from interest rate risk or currency risk), whether caused by factors specific to an individual investment, its issuer or all factors affecting all instruments traded in the market.
Other price risk may include risks such as equity price risk, commodity price risk, repayment risk (i.e. the risk that one party to a financial asset will incur a financial loss because the other party repays earlier or later than expected), and residual value risk.
Refer to page 48 for the breakdown of the Company's investment securities and total return swaps by class of debt securities issued at the reporting date.
Notes to the Financial Statements (continued) For the year ended 31 December 2024
(iii) Market risk (continued)
Other price risk (continued)
The market price of the investment securities will generally fluctuate with, among other things, the liquidity and volatility of the financial markets, general economic conditions, political events, developments or trends in a particular industry and the financial conditions of the securities issuer.
If the market value of the collateral increases, the swap counterparty and the holders of debt securities are entitled to the resulting gains and if the market value of the collateral decreases, the swap counterparty and the holders of debt securities bear the losses. This split is dependent on who has priority of payment in these circumstances as disclosed in the relevant terms and conditions of a particular series.
Any changes in the quoted prices or unquoted prices of the investment securities held by the Company would not have any effect on the equity or profit or loss of the Company as any fair value fluctuations are ultimately borne by either the swap counterparty and/or the holders of the debt securities issued by the Company.
Operational risk is the risk of direct or indirect loss arising from a wide variety of causes associated with the Company's processes, personnel and infrastructure, and from factors other than credit, market and liquidity risk such as those arising from legal and regulatory requirements and generally accepted standards of corporate behaviour.
The Company has no employees and all corporate administration services are provided by Vistra under the terms of a Corporate Services Agreement. Vistra manages the operational risk on behalf of the Company by requiring all of its employees to comply with Group policies and procedures to ensure compliance with all applicable laws and regulations.
(a) Asset backed investment securities and total return swaps
(b) Profile of the debt securities issued by the Company
| Asset backed investment securities and total return swaps | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| In the event of an issuance of a credit event notice with respect to the underlying asset backed investment securities and total return swaps, the principal amount of each of the debt securities is to be reduced in proportion to the nominal reduction of the carrying value of the investment securities and total return swaps, as defined in the SPM for each series. |
|||||||||
| In the event that the principal amount of each debt security has been reduced to zero, the debt securities shall be deemed to be redeemed at a redemption amount of zero. The aggregate liability of the Company under the SPM for individual series shall not exceed the aggregate value of the Eligible Securities for those Series. |
|||||||||
| Profile of the debt securities issued by the Company | |||||||||
| The following are the categories as at 31 December 2024: | |||||||||
| Type of transaction | Number of series |
Debt securities |
Cash at bank |
Investment securities and total return swaps |
Derivative assets |
Derivative liabilities |
Other assets |
Other liabilities |
|
| €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | |||
| Installment notes | 26 | 135,531 | 80 | 402,404 | 2,270 | 275,686 | 6,716 | 211 | |
| The following are the categories as at 31 December 2023: | |||||||||
| Type of transaction | Number of series |
Debt securities |
Cash at bank |
Investment securities and total return swaps |
Derivative assets |
Derivative liabilities |
Other assets |
Other liabilities |
|
| €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | |||
| Installment notes | 26 | 141,831 | 79 | 392,902 | 2,961 | 260,564 | 6,702 | 207 | |
| Type of transaction | Number of series |
Debt securities |
Cash at bank |
Investment securities and total return swaps |
Derivative assets |
Derivative liabilities |
Other assets |
Other liabilities |
|---|---|---|---|---|---|---|---|---|
| Installment notes | 26 | 141,831 | 79 | 392,902 | 2,961 | 260,564 | 6,702 | 207 |
The Company's investment securities and total return swaps, derivative financial instruments and debt securities issued are carried at fair value on the statement of financial position. Usually, the fair value of the financial instruments can be reliably determined within a reasonable range of estimates. The carrying amounts of all the Company's financial assets and financial liabilities carried at amortised cost at the reporting date approximated their fair values.
These disclosures supplement the commentary on financial risk management (see note 21).
The determination of fair value for financial assets and liabilities for which there is no observable market price requires the use of valuation techniques as described in accounting policy 3(b) under the subheading "Fair value measurement principles". For financial instruments that trade infrequently and have little price transparency, fair value is less objective and requires varying degrees of judgment depending on liquidity, concentration, uncertainty of market factors, pricing assumptions and other risks affecting the specific instrument.
The Company's accounting policy on fair value measurements is discussed under note 3(b) under the subheading "Fair value measurement principles". Critical accounting judgments made in applying the Company's accounting policies in relation to valuation of financial instruments are as follows:
The financial instruments carried at fair value have been categorized under the three levels of the IFRS fair value hierarchy as follows:
The following is an explanation of the valuation techniques used in establishing the fair value of the different types of financial instruments of the Company.
Investment securities and total return swaps: Where there are no recent transactions then fair value may be determined from the last market price adjusted for all changes in risks and information since that date. Where a close proxy instrument is quoted in an active market then fair value is determined by adjusting the proxy value for differences in the risk profile of the instruments. These securities are categorized as Level 1 or 2 in the fair value hierarchy.
Fair value is estimated using more complex modelling techniques where close proxies are not available. These techniques include option pricing model and correlation pricing model using current market rates for credit, interest, liquidity and other risks. These securities are categorized as Level 3. Refer to Quantitative Information about the Sensitivity of Significant Unobservable Inputs on pages 69 to 71 for additional details on Level 3 valuation techniques.
Derivative Financial Instruments: Market standard transactions in liquid trading markets, such as interest rate swaps, foreign exchange forward and option contracts in G7 currencies, and equity swap and option contracts on listed securities or indices are valued using market standard models and quoted parameter inputs. Parameter inputs are obtained from pricing services, consensus pricing services and recently occurring transactions in active markets wherever possible. More complex instruments are modelled using more sophisticated modelling techniques specific for the instrument and are calibrated to available market prices. These instruments are categorised as Level 2 in the fair value hierarchy.
For Level 3 instruments, the model output value does not calibrate to a relevant market reference, valuation adjustments are made to the model output value to adjust for any difference. In less active markets, data is obtained from less frequent market transactions, broker quotes and through extrapolation and interpolation techniques.
Where observable prices or inputs are not available, management judgement is required to determine fair values by assessing other relevant sources of information such as historical data, fundamental analysis of the economics of the transaction and proxy information from similar transactions. Refer to Quantitative Information about the Sensitivity of Significant Unobservable Inputs on pages 69 to 71 for additional details on Level 3 valuation techniques
Debt securities issued at fair value through profit and loss: The fair value of debt securities issued at fair value through profit and loss is dependent upon the fair value of investment securities and derivative financial instruments. Any changes in the valuation have direct impact to the fair value of debt securities issued.
For more complex Level 3 instruments, more sophisticated modelling techniques are required which usually are developed from recognised valuation models. Some or all of the significant inputs into these models may not be observable from the market and are derived from market prices or rates or are estimated based on assumptions or more complex parameters.
Where no observable information is available to support the valuation models then they are based on other relevant sources of information such as prices for similar transactions, historic data, economic fundamentals, and research information, with appropriate adjustment to reflect the terms of the actual instrument being valued and current market conditions.
Valuation models that employ significant unobservable inputs require a higher degree of management judgement and estimation in the determination of fair value. When determining the appropriate valuation model to be used, management selects which valuation technique makes the least adjustment to the inputs used, analyse the range of values indicated by the techniques used and whether they overlap and check the reasons for the differences in value under different techniques. Depending on the circumstances, one valuation model might be more appropriate than another. Management decides the valuation model to be used based on the provisions indicated in the swap agreements. Some factors that are considered includes information that is reasonably available, the market conditions, the type of investment, expected future cash flows on the financial instrument being valued, determination of probability of counterparty default and discount rates.
| Notes to the Financial Statements (continued) | |||
|---|---|---|---|
| determined using valuation techniques are as follows: | |||
| Level 1 | Level 2 | Level 3 | Total €'000 |
| 59,935 | 209,453 | 12,010 | 281,398 |
| 45,290 | 74,497 | - | 119,787 |
| - | - | 1,219 | 1,219 |
| 105,225 | 283,950 | 13,229 | 402,404 |
| - | - | 2,270 | 2,270 |
| - | (143,432) | (132,254) | (275,686) |
| - | (89,893) | (45,638) | (135,531) |
| €'000 | €'000 | At the reporting date, the carrying amounts of investment securities and total return swaps derivative financial instruments and debt securities issued by the Company which fair values were determined directly, in full or in part, by reference to published price quotations and 2024 €'000 |
| CLASS LIMITED | ||||
|---|---|---|---|---|
| Notes to the Financial Statements (continued) For the year ended 31 December 2024 |
||||
| Fair values (continued) | ||||
| Valuation Techniques (continued) | ||||
| 2023 | ||||
| Level 1 €'000 |
Level 2 €'000 |
Level 3 €'000 |
Total €'000 |
|
| Investment securities and total return swaps |
||||
| Corporate bonds | 49,509 | 171,285 | 50,359 | 271,153 |
| Government bonds Total return swaps |
46,038 - |
74,495 - |
- 1,216 |
120,533 1,216 |
| 95,547 | 245,780 | 51,575 | 392,902 | |
| Derivative financial assets | ||||
| Asset swaps | - | - | 2,961 | 2,961 |
| Derivative financial liabilities Asset swaps |
- | (132,067) | (128,497) | (260,564) |
| Debt securities issued | ||||
| Installment notes | - | (94,611) | (47,220) | (141,831) |
| 95,547 | 19,102 | (121,181) | (6,532) |
As at 31 December 2024, the Company's Level 3 investment securities comprised of corporate bonds (2023: corporate bonds). These were priced using unobservable market data. Refer to pages 63 and 71 for valuation techniques and inputs used to determine the fair value of Level 2 and Level 3 positions.
Total return swaps which consist of underlying asset backed financial instruments was classified as Level 3 for series 61. The instruments are valued using a valuation technique that involves significant unobservable inputs and no active market information is available.
Derivative financial instruments classified as Level 3 involves asset swap and other over the counter derivative instruments where the fair value measurements were based on unobservable inputs and no active market data available for similar instruments.
Debt securities issued are traded in the institutional market and the prices for these at year end can be obtained from market sources. Notwithstanding that a quoted market price exists for these, the Directors have concluded that the debt securities are not actively traded due to the limited liquidity that exists in the market.
| Valuation Techniques (continued) | ||||
|---|---|---|---|---|
| As a result, the levelling of debt securities is dependent on the levelling of the investment securities, total return swaps and derivative financial instruments. Debt securities are classified in the lowest level observed of the assets and derivatives on a series by series basis. |
||||
| Investment securities with a Fair value of EUR 2,973k were transferred from Level 2 to Level 1 during the year due to the presence of quoted prices in active and liquid markets for these investment securities (2023: Investment securities with a Fair value of EUR 28,623k were transferred from Level 2 to Level 1 during the year due to the presence of quoted prices in active and liquid markets for these investment securities). |
||||
| The table below sets out information about significant observable inputs used in measuring financial instruments categorized as Level 2 in the fair value hierarchy: |
||||
| Type of financial instrument | Fair value 2024 €'000 |
Fair value 2023 €'000 |
Valuation technique | Significant observable input |
| Investment securities and total return swaps |
||||
| Corporate bonds Government bonds |
209,453 74,497 |
171,285 74,495 |
Market Approach Market Approach |
Market Price Market Price |
| 283,950 | 245,780 | |||
| Derivative financial instruments | ||||
| Asset swaps | (141,208) | (132,466) | **Discounted Cash Flow Model |
Interest Rate Curve |
| (292) | 2,362 | **Discounted Cash Flow Model |
FX Forward Curve | |
| (1,932) | (1,963) | ***Option Pricing Model | Volatility | |
| (143,432) | (132,067) |
*Market Approach – Market based prices exist for each individual instrument at product level for an identical or similar asset. The valuation inputs are directly supported by current market transactions or quoted prices but direct observations are not sufficient to conclude an active market.
**Discounted Cash Flow Model – This model projects future cash flows and discounts the future amounts to a present value using market-based observable inputs including interest rate curves, credit spreads, foreign exchange rates, forward and spot prices for currencies and inflation curves.
***Option Pricing Model – Uses variables (stock price, exercise price, volatility, interest rate, time to expiration) to theoretically value an option.
| Notes to the Financial Statements (continued) For the year ended 31 December 2024 |
|||
|---|---|---|---|
| Fair values (continued) | |||
| Valuation Techniques (continued) | |||
| Transfers in and out of Level 3 are recorded at the beginning of the year. For instruments transferred out of Level 3, the below table shows no gains and losses and cash flows on the instruments as they have been transferred at the beginning of the year. |
|||
| The below table shows the roll-forward movements for investments securities and total return swaps classified under valuation techniques unobservable parameter (Level 3): |
|||
| 2024 €'000 |
2023 €'000 |
||
| Opening balance | 51,575 | 24,626 | |
| Transfers in | - | 48,196 | |
| Transfers out | (38,488) | (23,450) | |
| Fair value movements | 142 | 2,203 |
| During the year,no investment securities were transferred from Level 2 to Level 3 (2023: investment securities held by series 47, 49, 53, 80, 82, 83, 90, 94, 100 and 104). Investment securities held by series 47, 49, and 53 were transferred out from Level 3 to Level 2 as all significant inputs relevant to valuation are now observable (2023: investment securities held by series 47, 79, 80, 83, 90 and 100). |
||
|---|---|---|
| No series matured (2023: No series) nor was fully redeemed (2023: No series) and no series was partially redeemed (2023: No series). There were no transfer between Level 1 and Level 3 during the year (2023: No transfer) |
||
| Fair value movements are recognised under net gain on investment securities and total return | ||
| swaps in the statement of comprehensive income. The below table shows the roll-forward movements for derivative financial assets classified under valuation techniques unobservable parameter (Level 3): |
2024 €'000 |
2023 €'000 |
| Opening balance Fair value movements |
2,961 (691) |
3,004 (43) |
| Notes to the Financial Statements (continued) For the year ended 31 December 2024 |
||
|---|---|---|
| Fair values (continued) | ||
| Valuation Techniques (continued) | ||
| During the year, no series matured (2023: No series) nor redeemed (2023: No series). As at 31 December 2024, there were no instruments that were transferred out of Level 3 due to having observable market data (2023: No series) and no instruments were transferred from Level 2 to |
||
| Level 3 due to lack of unobservable inputs and unavailability of market data for similar instruments (2023: No series). There were no additional asset swaps for as at 31 December 2024 (2023: No series). The below table shows the roll-forward movements for derivative financial liabilities classified |
||
| under valuation techniques unobservable parameter (Level 3): | 2024 €'000 |
2023 €'000 |
| Opening balance | (128,497) | (138,920) |
| Transfers out Fair value movements |
- (3,757) |
9,761 662 |
| 2024 €'000 |
2023 €'000 |
|
|---|---|---|
| During the year, no derivative liabilities was transferred from Level 2 to Level 3 due to lack of observable inputs and unavailability of data for similar instruments (2023: no series) whereas series 29 and 76 were transferred out of Level 3 (2023: series 29 and 76). As at year end, no derivative liabilities were fully redeemed (2023: No series). |
||
| Fair value movements are recognised under net (loss) / gain on derivative financial instruments in the statement of comprehensive income. |
||
| The below table shows the roll-forward movements for debt securities issued classified under | ||
| valuation techniques unobservable parameter (Level 3): | 2024 €'000 |
2023 €'000 |
| Opening balance Maturities |
(47,220) 4,303 |
(46,612) 5,898 |
| Transfers in | - | (1,832) |
| Transfers out | ||
| Fair value movements | 1,832 (4,553) |
4,093 (8,767) |
| Closing balance | (45,638) | (47,220) |
| During the year, no series fully matured (2023: No series). The following series classified as | ||
|---|---|---|
| 2024 €'000 |
2023 €'000 |
|
| 142 (4,448) (4,553) |
2,203 619 (8,767) |
|
| (8,859) | (5,945) | |
| Level 3 are amortising series, thus part of its balances have matured: series 29, 31, 32, 47, 53, 61, , 66, 67, 76, 79, 80, 83, 90, 95, 100 and 141 (2023: series 29, 31, 32, 47, 53, 61, , 66, 67, 76, 79, 80, 83, 90, 95, 100 and 141) while no series was fully or partially redeemed (2023: No series). As at 31 December 2023, series 49 was transferred from Level 2 to Level 3 (2023: Series 49) whereas series 29 and 76 were transferred to Level 2 (2023: Series 29 and 76). If any of the investment securities, total return swaps, derivative assets and derivative liabilities are classified as using significant unobservable parameters (Level 3), the related debt security Fair value movements are recognized under net finance loss on debt securities issued in the The total amount of realised and unrealised gain / loss estimated using a valuation technique based on significant unobservable data (Level 3) that was recognised in statement of |
| comprehensive income for the year is as follows: | 2024 | 2023 |
|---|---|---|
| €'000 | €'000 | |
| The total amount of change in fair value (unrealised gain/loss) estimated using valuation techniques based on significant unobservable data (Level 3) for assets and liabilities held at the |
||
| end of the reporting period is set out below: | 2024 €'000 |
2023 €'000 |
| Investment securities and total return swaps | 141 | 2,203 |
| Derivative financial instruments | (4,448) | 619 |
| Debt securities issued | (3,786) | (6,375) |
Although the Directors believe that their estimates of fair value are appropriate, the use of different methodologies or assumptions could lead to different measurement of fair value as fair value estimates are made at a specific point in time, based on market conditions and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgement. Details in relation to the unobservable inputs used have been noted above and therefore their associated fair value cannot be determined with precision.
For recognised fair values measured using significant unobservable inputs, changing one or more assumptions used to reasonably possible alternative assumptions would not have any effect on the profit or loss or on equity as any change in fair value will be borne by the holders of debts securities issued due to the limited recourse nature of debt securities issued by the Company.
Where the value of financial instruments is dependent on unobservable parameter inputs, the precise level for these parameters at the statement of financial position date might be drawn from a range of reasonably possible alternatives.
In preparing the financial statements, appropriate levels for these unobservable input parameters are chosen so that they are consistent with prevailing market evidence and in line with the Company's approach to valuation control. Were the Company to have marked the financial instruments concerned using parameter values drawn from the extremes of the ranges of reasonably possible alternatives then as of 31 December 2024 it could have increased fair value by as much as EUR 756k (2023: EUR 694k) or decreased fair value by as much as EUR (756k) (2023: EUR (694k)).
This disclosure is intended to illustrate the potential impact of the relative uncertainty in the fair value of financial instruments for which valuation is dependent on unobservable input parameters. However, it is unlikely in practice that all unobservable parameters would be simultaneously at the extremes of their ranges of reasonably possible alternatives. Hence, the estimates disclosed above are likely to be greater than the true uncertainty in fair value at the balance sheet date. Furthermore, the disclosure is neither predictive nor indicative of future movements in fair value.
For many of the financial instruments considered here, in particular derivatives, unobservable input parameters represent only a subset of the parameters required to price the financial instrument, the remainder being observable. Hence for these instruments the overall impact of moving the unobservable input parameters to the extremes of their ranges might be relatively small compared with the total fair value of the financial instrument. For investment securities, fair value is determined based on the price of the entire instrument, for example, by adjusting the fair value of a reasonable proxy instrument. In addition, all financial instruments are already carried at fair values which are inclusive of valuation adjustments for the cost to close out that instrument and hence already factor in uncertainty as it reflects itself in market pricing. Any negative impact of uncertainty calculated within this disclosure, then, will be over and above that already included in the fair value contained in the financial statements.
The behaviour of the unobservable parameters on Level 3 fair value measurement is not necessarily independent, and dynamic relationships often exist between the other unobservable parameters and the observable parameters. Such relationships, where material to the fair value of a given instrument, are explicitly captured via correlation parameters, or are otherwise controlled via pricing models or valuation techniques. Certain inputs used in valuation techniques often impact the range of possible values for other inputs.
The range of values shown on the following table represents the highest and lowest inputs used to value the significant exposures within Level 3. The diversity of financial instruments that make up the disclosure is significant and therefore the ranges of certain parameters can be large. The range of credit spreads represents performing, more liquid positions with lower spreads then the less liquid, nonperforming positions which will have higher credit spreads. As Level 3 contains the less liquid fair value instruments, the wide ranges of parameters seen is to be expected, as there is a high degree of pricing differentiation within each exposure type to capture the relevant market dynamics. There follows a brief description of each of the principal parameter types.
Interest rates, credit spreads, inflation rates, foreign exchange rates and equity prices are referenced in some option instruments, or other complex derivatives, where the payoff a holder of the derivative will receive is dependent upon the behaviour of these underlying references through time.
Sensitivity calculation of unobservable parameters for Level 3 aligns to the approach used to assess valuation uncertainty for Prudent Valuation purposes which is used by DB London as swap counterparty. Prudent Valuation is a capital requirement for assets held at fair value. It provides a mechanism for quantifying and capitalizing valuation uncertainty in accordance with the European Commission Delegated Regulation (EU) 2016/101, which supplements Article 34 of Regulation (EU) No. 2019/876 (CRR), requiring institutions to apply as a deduction from *CET 1 for the amount of any additional valuation adjustments on all assets measured at fair value calculated in accordance with Article 105 (14). This utilizes exit price analysis performed for the relevant assets and liabilities in the Prudent Valuation assessment. The downside sensitivity may be limited in some cases where the fair value is already demonstrably prudent.
* Common Equity Tier-1 (CET 1) - Ratio of the Bank in relation to risk-weighted assets.
| Notes to the Financial Statements (continued) For the year ended 31 December 2024 |
|||||
|---|---|---|---|---|---|
| Fair values (continued) | |||||
| Valuation Techniques (continued) | |||||
| Quantitative Information about the Sensitivity of Significant Unobservable Inputs (continued) | |||||
| The table below sets out information about significant unobservable inputs used or observability in the market test at year end in measuring financial instruments categorised as Level 3 in the fair value hierarchy: |
|||||
| Type of financial instrument |
Fair value 2024 €'000 |
Valuation technique |
Significant unobservable input |
Range of estimates for unobservable input |
Sensitivity €'000 |
| Investment securities and total return swaps |
|||||
| Corporate bonds | 12,009 | **Market Approach | Market Price | 88 to 97 | 433 |
| Total return swaps | 1,220 | ***Risk Based | Credit Spread Delta (bps) |
- | - |
| 13,229 | 433 | ||||
| Derivative financial instruments | |||||
| Asset swaps | (129,984) | ****Option Pricing Model |
Credit Spread (bps) |
157 bps to 167 bps |
323 |
| (129,984) | 323 | ||||
| Notes to the Financial Statements (continued) For the year ended 31 December 2024 |
|||||
|---|---|---|---|---|---|
| Fair values (continued) | |||||
| Valuation Techniques (continued) | |||||
| Quantitative Information about the Sensitivity of Significant Unobservable Inputs (continued) | |||||
| Type of financial instrument |
Fair value 2023 €'000 |
Valuation technique |
Significant unobservable input |
Range of estimates for unobservable input |
Sensitivity €'000 |
| Investment securities and total return swaps |
|||||
| Corporate bonds | 50,359 | **Market Approach | Market Price | 88 to 97 | 307 |
| Government bonds | - | **Market Approach | Market Price | 125 bps to 154.28 bps |
- |
| Total return swaps | 1,216 | ***Risk Based | Credit Spread Delta (bps) |
0.00% | - |
| 51,575 | 307 | ||||
| Derivative financial instruments | |||||
| Asset swaps | (125,536) | ****Option Pricing Model |
Credit Spread (bps) |
271 bps to 282 bps |
387 |
| 387 |
Valuation Techniques (continued)
Quantitative Information about the Sensitivity of Significant Unobservable Inputs (continued)
**Market Approach – Inputs from broker quotes that are indicative or not corroborated by observable market data. Prices obtained from a single broker or pricing service are indicative values or proxy quotes which represent Level 3 inputs. These instruments have limited trading information and have no additional supporting information (such as multiple broker quotes) to determine observability.
***Risk Based – Using SAP BO / Credit Sigma tool to test the standalone risk of a particular trade. This includes parameters like credit spread delta which is unobservable. For certain trades, range of estimates are not available due to insufficient data for independent price verification testing inputs as proxy inputs for the range calculations.
****Option Pricing Model – Uses Monte Carlo methods to calculate the value of an option with multiple sources of uncertainty or with complicated features. Monte Carlo valuation relies on a risk neutral valuation where the price of the option is its discounted value. The steps taken in the process are the following (1) to generate a large number of possible, but random, price paths for the underlying (or underlyings) via simulation and (2) to then calculate the associated exercise value (i.e., "payoff") of the option for each path. (3) These payoffs are then averaged and (4) discounted to today. The result is the value of the option.
The Company invested in debt securities issued by structured entities. These structured entities have the following business activities:
AyT Cédulas Cajas Global, Fondo de Titulización de Activos is an assets securitization fund that was incorporated in Spain. This entity issued several classes of notes with total aggregate principal amount of EUR 5,400,000k. The Fund was established in order to attract funding from Issuers, through securitization of certain receivables through the issuance of mortgage bonds before the establishment of the Fund in the balance sheet of the Originator as Mortgage Bonds or Assets. As at year end, the Company owns EUR 1,200,000 (0.02%) of the note issued by AyT Cédulas Cajas Global, Fondo de Titulización de Activos, which is due on 30 June 2025.
Notes to the Financial Statements (continued) For the year ended 31 December 2024
| Disclosure of the nature, purpose, size and activities of the structured entity and how it is financed (continued) |
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|---|---|---|---|---|---|---|---|---|---|
| The Company has no contractual arrangements nor commitments or intentions to provide financial or other assistance to the unconsolidated structured entities. |
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| (b) Risk associated with unconsolidated structured entities | |||||||||
| The below table summarises the Company's interest in unconsolidated structured entities included in the investment securities classified at fair value through profit and loss as at 31 December 2024: |
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| credit risk. | The Company has maximum exposure to the risk associated with the carrying value of the above investments. If these investments are deemed worthless, the Company will not receive anything. The Company bears no risk and it is the swap counterparty and holders of debt securities that bear all the risk. Refer to note 21(b)(i) for the details on |
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| 2024 | |||||||||
| Series number |
Issuer | CCY | Outstanding nominal of investment securities |
% of Notional issued by the issuer |
Fair value of investment securities |
Fair value of debt securities |
Maximum exposure to loss |
||
| €'000 | €'000 | €'000 | €'000 | ||||||
| S0029 | AyT Cédulas Cajas Global, Fondo de Titulización de Activos |
EUR | 1,200 | 0.02% | 1,205 | 495 | 1,205 | ||
| 1,200 | 1,205 | 495 | 1,205 | ||||||
| 2023 | |||||||||
| Series number |
Issuer | CCY | Outstanding nominal of investment securities |
% of Notional issued by the issuer |
Fair value of investment securities |
Fair value of debt securities |
Maximum exposure to loss |
||
| €'000 | €'000 | €'000 | €'000 | ||||||
| S0029 | AyT Cédulas Cajas Global, Fondo de Titulización de Activos |
EUR | 1,200 | 0.02% | 1,205 | 504 | 1,205 | ||
| 1,200 | 1,205 | 504 | 1,205 | ||||||
Since the end of the reporting period, the Company has not issued any new series of debt securities, no maturities and no repurchases have been made. Other than the abovementioned, there were no other significant events after the reporting period up to the date of the approval of the financial statements which require adjustment to or disclosure in the financial statements.
The Company views the current debt securities issued as its capital. The Company is a special purpose vehicle set up to issue debt instrument for the purpose of making investments that maximizes the returns of the holder of debt securities, as defined under the base prospectus. The debt securities issued amounting to EUR 135,531k (2023: EUR 141,831k) uses the fair value of the investments securities and total return swaps amounting to EUR 402,404k (2023: EUR 392,902k), derivative financial assets amounting to EUR 2,270k (2023: EUR 2,961k) and derivative financial liabilities amounting to EUR 275,687k (2023: EUR 260,564k) to hedge the economic risk to capital. Share capital of EUR 3 was issued and is not used for financing the investment activities of the Company. The Company is not subject to any other externally imposed capital requirements.
The financial statements were approved and authorised for issue by the Board on 30 April 2025.
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