crown european buyout opportunities ii plc2015/04/22 · portfolio of investments 45 table of...

CROWN EUROPEAN BUYOUT OPPORTUNITIES II PLC

Annual Report and Audited Financial StatementsFor the year ended 31 December 2014

Registered Number: 431222

This document is for information only and is not an offer to sell or an invitation to invest. In particular, it

does not constitute an offer or solicitation in any jurisdiction where it is unlawful or where the person

making the offer or solicitation is not qualified to do so or the recipient may not lawfully receive any such

offer or solicitation. It is the responsibility of any person in possession of this document to inform them-

selves of, and to observe, all applicable laws and regulations of relevant jurisdictions. The information

and any opinions contained herein have been obtained from or are based on sources, which are believed

to be reliable, but their accuracy cannot be guaranteed. No responsibility can be accepted for any conse-

quential loss from this information. Performance numbers shown are records of past performance and as

such do not guarantee future performance. In addition, the information contained herein is unaudited.

Strictly confidential

Table of contents

Directors and other information 04 Background to the Company 05 Investment Advisor’s report 06 Directors’ report 08 Custodian’s report 14 Independent Auditors’ report 16 Statement of comprehensive income 18 Balance sheet 20 Statement of changes in net assets attributable to shareholders 22

Cash flow statement 23

Notes to the financial statements 24 Portfolio of investments 45

Table of contents l CROWN EUROPEAN BUYOUT II Annual report 2014 03

Board of DirectorsUrs Gaehwiler (Swiss)Paul Garvey (Irish)André Lagger (Swiss) (resigned 2 October 2014)Roberto Paganoni (Dutch) (resigned 7 May 2014)Robert Schlachter (Swiss) (appointed 29 July 2014)Tycho Sneyers (Belgian)Desmond Tobin (Irish)

Independent DirectorKonrad Baechinger (Swiss)

Investment Advisor and DistributorLGT Capital Partners LimitedSchuetzenstrasse 68808 PfaeffikonSwitzerland

Main contacts:Tycho SneyersRobert Schlachter

Investment ManagerLGT Capital Partners (Ireland) LimitedSegrave House19/20 Earlsfort TerraceDublin 2Ireland

Main contact:Brian Goonan

Administrator/Transfer AgentLGT Fund Managers (Ireland) LimitedSegrave House19/20 Earlsfort TerraceDublin 2Ireland

Main contact:Paul Garvey

Trustee and CustodianCredit Suisse International, Dublin BranchKilmore HousePark LaneSpencer DockDublin 1Ireland

Secretary and Registered OfficeLGT Fund Managers (Ireland) LimitedSegrave House19/20 Earlsfort TerraceDublin 2Ireland

Main contact:Kathryn O’Driscoll

Independent AuditorsPricewaterhouseCoopersChartered Accountants and Statutory Audit FirmOne Spencer DockNorth Wall QuayDublin 1Ireland

Legal Advisor and Listing SponsorMaples and CalderSolicitors75 St Stephen’s GreenDublin 2Ireland

Irish Paying AgentLGT Bank (Ireland) LimitedSegrave House19/20 Earlsfort TerraceDublin 2Ireland

Directors and other information

04 CROWN EUROPEAN BUYOUT II Annual report 2014 l Directors and other information



The following information is derived from and should be read in conjunction with the full text and definitions section of Crown European Buyout Opportunities II plc’s (“CROWN EUROPEAN BUYOUT II”, “CEB II”, the “Company” or the “Fund”) prospectus (the “Prospec-tus”).

Structure

Fund size EUR 800.0 million

Date of incorporation 6 December 2006

Initial closing date 15 May 2007

Final closing date 19 October 2007

Vintage year 2007

Commitment period: Start date End date

15 May 200715 May 2011

Investment period up to 15 May 2016

Fund expiry date 15 May 2019

Extension periods up to three one-year extensions

The Company is a closed-ended investment company with variable capital, incorporated on 6 December 2006 with limited liability under the laws of Ireland. The Company was authorized by the Central Bank of Ireland on 15 December 2006 pursuant to the provi-sions of Part XIII of the Companies Act, 1990 and had a final closing on 19 October 2007.

Background to the CompanyThe Class A shares, Class B shares and Class O shares of the Company were admitted to the Official List of the Irish Stock Exchange on 16 May 2007.

The Prospectus was re-issued on 30 July 2010 to include updated financial information in accordance with the Prospectus (Directive 2003/71/EC) Regulations 2005. A further supplement to the Prospectus was issued on 1 July 2011 in respect of the appointment of Credit Suisse International, Dublin Branch as Custodian.

Investment objective

The objective of the Company is to provide investors with access to a well diversified private equity port-folio investing in a range of buyout funds mainly focused on Europe.

Background to the Company l CROWN EUROPEAN BUYOUT II Annual report 2014 05


Investment Advisor’s report

06 CROWN EUROPEAN BUYOUT II Annual report 2014 l Investment Advisor’s report

CR

OW

N E

UR

OPE

AN

BU

YO

UT

II

Investors Fund-of-funds Private equitypartnerships

Participationsin companies

302) Primary investments

122) Secondary transactions (24 partnerships)

401) Investors 4563) Companies

NOTES:1) Related party investors are grouped for reporting purposes.2) Includes four private equity partnerships which are held on both a primary and secondary basis.3) Based on the latest available financial statements from the underlying private equity partnerships, i.e. primarily 30 September 2014.

PORTFOLIO REVIEW AT PARTNERSHIP LEVEL

Commitments

CEB II has committed EUR 711.7 million (89.0% of total commitments) to 30 primary private equity partner-ships and EUR 88.1 million (11.0% of total commit-ments) to 12 secondary transactions comprising 24 private equity partnerships. The total commitments of EUR 799.8 million amount to 100.0% of the inves-tors’ total subscribed capital of EUR 800.0 million.

NAV SUMMARY

CEB II’s net asset value (“NAV”) as of 31 December 2014 amounted to EUR 455.7 million, an increase of EUR 10.2 million compared to the year ended 31 December 2013.

PORTFOLIO STRUCTURE AS OF 31 DECEMBER 2014

PORTFOLIO STRUCTURE


Investment Advisor’s report l CROWN EUROPEAN BUYOUT II Annual report 2014 07

PORTFOLIO REVIEW AT COMPANY LEVEL3)

CEB II has indirectly invested in 456 companies of which 302 are still active and 154 have been fully realized.

CEB II does not have a specific geographical or indus-trial target allocation but seeks broad diversification across these two dimensions.

INVESTMENT ACTIVITY

On 15 May 2011 the commitment period for CEB II ended.

LGT Capital Partners LimitedPfaeffikon, Switzerland

Tycho Sneyers Robert Schlachter

10 February 2015

NOTES:1) Based on CEB II’s commitments in private equity partnerships.2) Based on the stated geographical investment focus of the private equity partnerships.3) Based on the latest available financial information from the underlying private equity partnerships, i.e. primarily 30 September 2014.4) Geography refers to the location of the company’s head office.5) Fair market value (“FMV”) refers to the valuations ascribed to the various portfolio companies of the underlying private equity partnerships.

COMMITMENTS STRUCTURE1)

INVESTMENT TYPE

Primaries89%

Secondaries 11%

VINTAGE YEARS

1998: <0.5%2001: <0.5%2002: <0.5%2003: <0.5%2004: <0.5%

200729%

2006 8%

2005 2%201113%

2008 26%

200910%

201012%

FUND SIZES(IN EUR MILLIONS)

250–<50050%

<25043%

500–750 5%

>7502%

GEOGRAPHY2)

Benelux region11%

German-speaking countries 16%

UK 13%

Spain & Portugal8%

France17%

Pan-European 11%

Italy8%

Nordic region9%

Eastern Europe7%

DIVERSIFICATION BY GEOGRAPHY4)

(FMV)5)

Spain 10%

Norway8%

France17%

UK16%

Portugal 3%Poland 2%

Finland 2%Belgium 2%

Austria 2%

Netherlands 12%

Germany 13%

Other 3%

Italy 3%

Sweden 7%

DIVERSIFICATION BY INDUSTRY (FMV)5)

Consumer services 13%

Life sciences 3%

Healthcare 5%

Consumer products 22%

IT 6%

Other 4%

Financial 4%Industrial products26%

Industrial services 17%


08 CROWN EUROPEAN BUYOUT II Annual report 2014 l Directors‘ report

The Directors submit their report together with the audited financial statements, which comprise the statement of comprehensive income, balance sheet, statement of changes in net assets attributable to shareholders, the cash flow statement, the portfolio of investments and the related notes, for the year ended 31 December 2014 which may be available on the website of LGT Capital Partners Limited and/or any regulatory website as may be required by law and/or regulations.

Statement of Directors’ responsibilities

The Directors are responsible for preparing the annual report and the audited statements in accordance with applicable Irish law and International Financial Reporting Standards (“IFRS”) as adopted by the EU. Irish company law requires the Directors to prepare audited financial statements for each financial year that give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for the year. In preparing the audited financial state-ments, the Directors are required to:> select suitable accounting policies and then apply

them consistently;> make judgements and estimates that are reason-

able and prudent; and> prepare the financial statements on the going con-

cern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors confirm that they have complied with the above requirements in preparing the audited financial statements.

The Directors are responsible for keeping proper books of account which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the audited statements are prepared in accordance with IFRS as adopted by the EU and comply with the Irish Companies Acts, 1963 to 2013 (the “Companies Acts”). They are also respon-sible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Directors’ reportUnder the Central Bank of Ireland’s Non-UCITS (Under-taking for Collective Investment in Transferable Securi-ties) Notices, the Directors are required to entrust the assets of the Company to the Custodian for safe-keeping.

The Directors are responsible for the integrity of the annual report and audited financial statements for the year ended 31 December 2014 which are included on the website of LGT Capital Partners Limited only. Notwithstanding anything else contained in this report, the Directors are not responsible for the maintenance and integrity of the annual report and audited financial statements for the year ended 31 December 2014 which may be included on any regulatory authority website as may be required by law and/or regulations.

Furthermore, if users of this annual report and audited financial statements are concerned with the inherent risks arising from electronic data communications, they are advised to refer to the hard copy of the annual report and audited financial statements to confirm the information included in the annual report and audited financial statements presented on either the website of LGT Capital Partners Limited and/or any regulatory authority.

The Company’s audited financial statements will be submitted to the Central Bank of Ireland and the Companies Announcements Services of the Irish Stock Exchange (the “ISE”). Any updated version of the Pro-spectus (to include all audited annual accounts of the Company) may be published in accordance with Part 8 of the Prospectus (Directive 2003/71/EC) Regulations 2005 on the website of the Central Bank of Ireland and be deemed available to the public accordingly.

The Directors have taken the view that the Fund is to be considered outside the scope of the EU’s Alterna-tive Investment Fund Managers Directive (“AIFMD”) on the basis that it is closed to new subscriptions from investors (19 October 2007) and to new commit-ments to investments (15 May 2011) as provided for in AIFMD.


Directors‘ report l CROWN EUROPEAN BUYOUT II Annual report 2014 09

Responsibility statement

In accordance with the Transparency (Directive 2004/ 109/EC) Regulations 2007 each of the Directors, in their role as directors, and whose names appear on page 4 confirm that, to the best of their knowledge and belief:> the Company’s Annual Report and Audited Finan-

cial Statements is prepared in accordance with IFRS as adopted by the EU, as applied in accordance with the Companies Acts, 1963 to 2013, and gives a true and fair view of the assets, liabilities and finan-cial position of the Company as at 31 December 2014 and its profit for the year then ended; and

> the Directors’ report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces.

Corporate governance statement

The following corporate governance statement is sourced from the Irish Funds Industry Association (“IFIA”) and is in compliance with European Commu-nities (Directive 2006/46/EC) Regulations (S.I. 450 of 2009 and S.I. 83 of 2010).

On 15 February 2011, the Board of Directors formally adopted the above mentioned corporate governance statement which was applied by the Company through-out 2014.

On 29 March 2012, the Board formally adopted a voluntary Corporate Governance Code for Collective Investment Schemes & Management Companies (the “Voluntary Code”) issued on 14 December 2011 by the IFIA.

As required by the Voluntary Code Konrad Baechinger was formally appointed as Independent Director on the 1 June 2013.

Although there is no specific statutory corporate governance statement applicable to Irish collective investment schemes whose shares are admitted to trading on the ISE, the Company is subject to corpo-rate governance practices imposed by:(i) the Companies Acts;(ii) the Memorandum and Articles of Association of

the Company (the “Articles of Association”);(iii) the Central Bank of Ireland in their Non-UCITS

Notices and Guidance Notes; and (iv) the ISE through the ISE Code of Listing Require-

ments and Procedures.

The information referred to in points (i) to (iv) is available for inspection at the registered office of the Company at Segrave House, 19/20 Earlsfort Terrace, Dublin 2.

The Company is responsible for establishing and main-taining adequate internal control and risk manage-ment systems of the Company in relation to the finan-cial reporting process. Such systems are designed to manage rather than eliminate the risk of error or fraud in achieving the Company’s financial reporting objec-tives and can only provide reasonable and not absolute assurance against material misstatement or loss.

The Company has procedures and internal controls in place to ensure proper execution, reporting and maintenance of transaction data using data capture and design-specific financial software and risk based review processes to ensure all relevant accounting records are properly maintained and are readily available, including production of annual and semi-annual financial statements. The annual and semi-annual financial statements of the Company are required to be approved by the Board of Directors of the Company and filed with the Central Bank of Ireland and the ISE. The statutory financial statements are required to be audited by independent auditors who report annually to the Board on their findings. There is no requirement for the semi-annual financial statements to be audited.



Unless otherwise determined by an ordinary resolu-tion of the Company in general meeting, the number of Directors may not be less than two nor more than twelve. Currently the Board of Directors of the Company is composed of six Directors, being those listed in these financial statements. The Directors shall have power at any time and from time to time to appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors. Any Director so appointed shall hold office only until the following annual general meeting and shall then be eligible for re-election. The Company at any general meeting at which a Director retires or is removed shall fill the vacated office by electing a Director unless the Company shall determine to reduce the number of Directors. Directors are not required to retire by rotation. Any Director may appoint any per-son (including another Director) to be his alternate Director and may in like manner at any time terminate such appointment. Save as otherwise provided in the Articles of Association, an alternate Director shall be deemed for all purposes to be a Director, shall alone be responsible for his own acts and defaults and shall not be deemed to be the agent of the Director appointing him.

The business of the Company is managed by the Direc-tors insofar as the Companies Acts or Articles of Asso-ciation do not require its approval at a general meeting of the Company. The Directors are generally and unconditionally authorized to exercise all powers of the Company to allot relevant securities up to an amount equal to the authorized but as yet unissued share capital of the Company. The Directors have the discretion to make distributions in the form of share repurchase or dividends, provided that such method of distribution shall apply uniformly to shareholders. A Director may, and the Secretary on the request of a Director will, at any time summon a meeting of the Directors. Questions arising at any meeting of the Directors are determined by a majority of votes. In the case of an equality of votes, the Chairman has a sec-ond or casting vote. The quorum necessary for the transaction of business of the Directors may be fixed by the Directors, and unless so fixed at any other number shall be two.

The Board evaluates and discusses significant account-ing and reporting issues as the need arises.

The convening and conduct of shareholders’ meetings are governed by the Articles of Association and the Companies Acts. Although the Directors may convene an extraordinary general meeting of the Company at any time, the Directors are required to convene an annual general meeting of the Company within 18 months of incorporation and 15 months of the date of the previous annual general meeting thereafter. Not less than twenty one days notice of every annual general meeting and any meeting convened for the passing of a special resolution must be given to share-holders.

Three shareholders present either in person or by proxy constitute a quorum at a general meeting. On a show of hands every participating shareholder who is present in person or by proxy shall have one vote and all management shareholders who are present in per-son or by proxy shall have one vote in respect of all the management shares. On a poll every shareholder pres-ent in person or by proxy shall be entitled to one vote in respect of each participating share held by him and one vote in respect of all of the management shares held by him. The chairman of a general meeting of the Company or at least five shareholders present or any shareholder or shareholders present representing at least one tenth of the shares in issue having the right to vote at such meeting may demand a poll.

An ordinary resolution of the Company (or of the shareholders of a particular class of participating shares) requires a simple majority of the votes cast by the shareholders voting in person or by proxy at the meeting at which the resolution is proposed. A special resolution of the Company (or of the shareholders of a particular class of participating shares) requires a majority of not less than 75% of the total number of votes cast in general meeting in order to pass a special resolution including a resolution to amend the Articles of Association.



Connected parties

The Board of Directors is satisfied that there are arrangements (evidenced by written procedures) in place, to ensure that the obligations set out in para-graph one of NU 2.10 are applied to all transactions with connected parties; and the Board is satisfied that transactions with connected parties entered into dur-ing the period complied with the obligations set out in this paragraph.

Company structure

The Company has in issue three participating share classes (“A”, “B” and “O”) with equal rights and each class is subject to different management fees and/or performance fees as described in the Prospectus.

In respect of the voting rights of the Company, every participating shareholder or holder of management shares who is present in person or by proxy shall have one vote on a show of hands and, on a poll, every participating shareholder present in person or by proxy shall be entitled to one vote in respect of each share held by him, while holders of management shares shall have one vote only in respect of all man-agement shares held.

As of 31 December 2014 the percentage of total shares in issue is 78.2%, 9.5% and 12.3% for the A, B and O class of shares respectively. The details of any signifi-cant investors in the Company are disclosed in note 10 to the financial statements.

A transfer of shares will not be recognized if the trans-feree is not a Qualifying Investor. In addition, at the discretion of the Directors, a transfer of shares may not be recognized or registered if such transfer would result in the occurrence of certain events as disclosed in the Prospectus.

An amendment to the Company’s Articles of Associa-tion, including the variation of the rights attached to any class of shares, can only be approved by means of a special resolution of the shareholders and with the prior consent of the Central Bank of Ireland.

Books of account

The measures taken by the Directors to secure compli-ance with the Company’s obligation to keep proper books of account are the use of appropriate systems and procedures which are carefully implemented by the Administrator. The books of account are kept at the registered office of the Company.

Review of business and future developments

The CROWN EUROPEAN BUYOUT II fund started com-mitting on 15 May 2007. As of 31 December 2014, the Company has committed a total of EUR 799,838,657 to both primary investments and secondary transac-tions. An overview of the commitments made to date is contained in the Investment Advisor’s report. A summary of the portfolio of investments is included in these financial statements but a more detailed analy-sis is available from the Administrator on request. The Company’s investment objective is to maximize the long-term returns to shareholders by investing in a diversified portfolio of private equity buyout invest-ments mainly focused on Europe. The holding of investments, investing activities and associated financ-ing undertaken pursuant to this objective involves certain inherent risks.

During the financial year to 31 December 2014, the Company generated a profit of EUR 57.0 million which, in addition to the net capital distributed in the year, resulted in net assets of the Company of EUR 455,737,498, compared to EUR 455,565,843 for the previous year ended 31 December 2013.

The Company’s profits for 2014 are EUR 57.0 million, up EUR 28.5 million from 2013 profits of EUR 28.5 mil-lion mainly due to the gains experienced on primary investments made in 2008, 2009 and 2011. The top ten investments represent almost 77.4% of the investment gains while five investments represent 75.8% of the investment losses incurred in 2014.

Current year investment gains are mainly focused on 2008, 2009 and 2011 vintage investments while 86.3% of investment gains arise from investments in the small-/mid-market buyout space and the net gains arise predominantly in the European region.



An increase in the distributions received from invest-ments during 2014 allowed the Company to distrib-ute EUR 103.2 million to investors (or 12.9% of sub-scribed capital) compared to EUR 63.2 million (or 7.9% of subscribed capital) in 2013. This brings investor’s total distributions to date to 34.8% of their subscribed capital. The Company called EUR 56.4 million (or 7.1% of subscribed capital) during the year, bringing inves-tors’ contributed capital to 74.2% of their total sub-scriptions.

At 31 December 2014 the total return for the Com-pany is 12.8%1).

The Company has a credit facility with LGT Bank (Ire-land) Limited, further details of which are provided in note 11.

The credit facility is used to fund investment commit-ments that are subsequently covered by calls received from the Company’s investors.

The Directors do not propose to change the current strategy or investment objectives of the Company for the foreseeable future.

Risk management objectives and policies

The Company is exposed to a variety of financial risks including: market, currency, interest rate, credit and liquidity risks and attributes great importance to professional risk management. The Company has investment guidelines that set out its overall business strategies, its tolerance for risk and its general risk management philosophy and has established pro-cesses to monitor and control the economic impact of these risks. The Investment Manager makes invest-ment decisions on behalf of the Company that are consistent with the Company’s objectives. The nature of the Company’s risks and the actions taken to man-age these risks are analyzed in more detail in note 13 to these financial statements.

Results and distributions

The results for the year are set out in the statement of comprehensive income.

Distributions of EUR 18,400,000, EUR 28,000,000, EUR 28,800,000 and EUR 28,000,000 were made on 18 March 2014, 5 June 2014, 30 July 2014 and 26 Sep-tember 2014, respectively, by way of a share repurchase.

ERISA declaration

The Company does not constitute “plan assets” as defined under the Employee Retirement Income Security Act (“ERISA”) as less than 25% of the Com-pany is owned by “benefit plan investors”.

Events since the year end

Events since the year end are disclosed in note 16 to the financial statements.

Directors

The Directors have the power to appoint any person to be a Director. Any Director so appointed shall hold office until the next annual general meeting and shall then be eligible for re-election. Directors are not required to retire by rotation. A Director must, how-ever, be a person approved for that purpose by the Central Bank of Ireland.

The Company is an investment company with variable capital incorporated under the Companies Acts, 1963 to 2013 and is authorized by the Central Bank of Ireland as a designated investment company. The Directors may take all measures necessary to the extent permit-ted by the Memorandum and Articles of Association, the Prospectus and the Notices issued by the Central Bank of Ireland to carry out the Company’s objectives.

At the discretion of the Directors, distributions may be made in the form of share repurchases or dividends, provided that such method of distribution shall apply uniformly to all shareholders.

NOTE:1) The total return percentage represents the current period movement, excluding movements in net contributed capital, in the net asset value.



The names of the persons who were Directors at any time during the year ended 31 December 2014 are set out under “Directors and other information” on page 4. All Directors served for the entire year, unless other-wise stated, and their fees and expenses are disclosed in note 11.

Directors’ and Secretary’s interests

The Directors and Secretary and their families had no direct interests in the shares of the Company at 31 December 2014. Through their participations in co-investment agreements with LGT Capital Invest Limited (SC2), certain Directors have an indirect inter-est in the shares of the Company. Certain current Directors of the Company are or have been directors of LGT Capital Partners (Ireland) Limited, LGT Bank (Ireland) Limited and LGT Fund Managers (Ireland) Limited during the year as follows:

LGT

Cap

ital

Par

tner

s (I

rela

nd

) Li

mit

ed

LGT

Ban

k (I

rela

nd

) Li

mit

ed

LGT

Fun

d M

anag

ers

(Ire

lan

d)

Lim

ited

Paul Garvey x x x

Robert Schlachter x x

Tycho Sneyers x

Desmond Tobin x x x

No Director had at any time during the year a material interest in any contract of significance, subsisting dur-ing or at the end of the year, in relation to the business of the Company.

All Directors are non-executive directors as the mana-gerial functions have been delegated to other entities. Konrad Baechinger became an Independent Director from 1 June 2013.

Independent Auditors

PricewaterhouseCoopers have expressed their willing-ness to continue in office in accordance with section 160(2) of the Companies Act, 1963.

On behalf of the Board

Desmond Tobin

Paul Garvey

10 February 2015


14 CROWN EUROPEAN BUYOUT II Annual report 2014 l Custodian‘s report

Custodian’s report to the members of Crown European Buyout Opportunities II plc

Report of the Custodian to the Shareholders

We have enquired into the conduct of Crown Euro-pean Buyout Opportunities II plc for the year ended 31 December 2014 in our capacity as Custodian to the Company.

This report including the opinion has been prepared for and solely for the shareholders in the Company as a body, in accordance with the Central Bank of Ireland’s Non-UCITS Notice 7, and for no other pur-pose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown.

Responsibilities of the Custodian

Our duties and responsibilities are outlined in the Central Bank of Ireland’s Non-UCITS Notice 7. One of those duties is to enquire into the conduct of the Company in each annual accounting period and report thereon to the shareholders.

Our report shall state whether, in our opinion, the Company has been managed in that period, in accor-dance with the provisions of the Company’s Memo-randum and Articles of Association and the Non-UCITS Notices. It is the overall responsibility of the Company to comply with these provisions. If the Company has not so complied, we as Custodian must state why this is the case and outline the steps which we have taken to rectify the situation.

Basis of Custodian Opinion

The Custodian conducts such reviews as it, in its rea-sonable opinion, considers necessary in order to com-ply with its duties as outlined in Non-UCITS Notice 7 and to ensure that, in all material respects, the Com-pany has been managed: (i) in accordance with the limitations imposed on its investment and borrowing powers by the provisions of its constitutional docu-mentation and the appropriate regulations; and (ii) otherwise in accordance with the Company’s constitutional documentation and the appropriate regulations.

Opinion

In our opinion, the Company has been managed dur-ing the year, in all material respects:> in accordance with the limitations imposed on the

investment and borrowing powers of the Company by the Memorandum and Articles of Association and by the Central Bank of Ireland under the powers granted to it by the Companies Act, 1990 Part XIII and the Investment Funds, Companies and Miscellaneous Provisions Act, 2005; and

> otherwise in accordance with the provisions of the Memorandum and Articles of Association, the Companies Act, 1990 Part XIII and the Investment Funds, Companies and Miscellaneous Provisions Act, 2005.

Credit Suisse International, Dublin BranchDublin

10 February 2015


CROWN EUROPEAN BUYOUT II Annual report 2014 15

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16 CROWN EUROPEAN BUYOUT II Annual report 2014 l Independent Auditors‘ report

Independent Auditors’ report to the members of Crown European Buyout Opportunities II plc

We have audited the financial statements of the Company for the year ended 31 December 2014 which comprise the statement of comprehensive income, balance sheet, statement of changes in net assets attributable to shareholders, the cash flow statement, the portfolio of investments and the related notes. The financial reporting framework that has been applied in their preparation is Irish law and Interna-tional Financial Reporting Standards (IFRSs) as adopted by the European Union.

Respective responsibilities of Directors and Auditors

As explained more fully in the Statement of Directors’ responsibilities set out on page 8, the Directors are responsible for the preparation of the financial state-ments giving a true and fair view. Our responsibility is to audit and express an opinion on the financial state-ments in accordance with Irish law and International Standards on Auditing (UK and Ireland). Those stan-dards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors.

This report, including the opinions, has been prepared for and only for the Company’s members as a body in accordance with Section 193 of the Companies Act, 1990 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the finan-cial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Company’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the Directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the annual report to identify material inconsistencies with the audited financial statements and to identify any infor-mation which is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

Opinion on financial statements

In our opinion the financial statements: > give a true and fair view, in accordance with IFRSs

as adopted by the European Union, of the state of the Company’s affairs as at 31 December 2014 and of their results and cash flows for the year then ended; and

> have been properly prepared in accordance with the requirements of the Companies Acts 1963 to 2013.


Independent Auditors‘ report l CROWN EUROPEAN BUYOUT II Annual report 2014 17

Matters on which we are required to report by the Companies Acts 1963 to 2013

> We have obtained all the information and explana-tions which we consider necessary for the purposes of our audit.

> In our opinion proper books of account have been kept by the Company.

> The financial statements are in agreement with the books of account.

> In our opinion the information given in the Direc-tors’ report is consistent with the financial state-ments.

Matters on which we are required to report by excep-tion

We have nothing to report in respect of the provisions in the Companies Acts 1963 to 2013 which require us to report to you if, in our opinion, the disclosures of Directors’ remuneration and transactions specified by law are not made.

Kenneth Owens for and on behalf ofPricewaterhouseCoopers Chartered Accountants and Statutory Audit Firm Dublin

10 February 2015

The Financial Statements are published at www.lgt-capital-partners.com. The Directors together with the Investment Manager are responsible for the maintenance and integrity of the website as far as it relates to Crown European Buyout Opportunities II plc. The work carried out by the Auditors does not involve consideration of the maintenance and integrity of the website and accordingly, the Auditors accept no responsibility for any changes that have occurred to the Financial Statements presented on the website. Legislation in the Republic of Ireland governing the presentation and dissemination of the Financial Statements may differ from legislation in other jurisdictions.


Statement of comprehensive income

18 CROWN EUROPEAN BUYOUT II Annual report 2014 l Statement of comprehensive income

FOR THE YEAR ENDED 31 DECEMBER 2014

Amounts are reported in EUR Note 2014 2013

Operating incomeInterest income 334,836 192,167

Divided income 1,787,936 1,289,981

Losses on foreign exchange, net (78,635) (134,439)

Net gain on investments at fair value through profit or loss 3 68,785,743 42,092,522

Total net income 70,829,880 43,440,231

Operating expensesInvestment management fee 5 (4,238,905) (4,251,450)

Administration fee 5 (273,067) (253,835)

Custodian and trustee fees 5 (136,006) (129,617)

Audit fee 5 (29,855) (33,542)

Partnership expenses 4 (9,069,606) (10,021,973)

Other operating expenses (103,049) (112,634)

Total operating expenses (13,850,488) (14,803,051)

Operating profit 56,979,392 28,637,180

Finance costs (7,737) (14,350)

Profit before taxation 56,971,655 28,622,830

Withholding tax – (109,565)

Profit for the year 56,971,655 28,513,265

TOTAL COMPREHENSIVE PROFIT FOR THE YEAR 56,971,655 28,513,265

The accompanying notes are an integral part of the financial statements.

All amounts arose solely from continuing operations. There are no gains and losses other than those dealt with in the statement of comprehensive income.


Desmond Tobin

Paul Garvey

10 February 2015


CROWN EUROPEAN BUYOUT II Annual report 2014 19

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Balance sheet

20 CROWN EUROPEAN BUYOUT II Annual report 2014 l Balance sheet

AS OF 31 DECEMBER 2014

Amounts are reported in EUR Note 2014 2013

AssetsCurrent assets

Cash and cash equivalents 6 16,109,156 8,636,627

Accrued income and other receivables 7 4,440,484 1,904,274

Total current assets 20,549,640 10,540,901

Non-current assetsInvestments at fair value through profit or loss 8 435,360,489 435,190,688

Total non-current assets 435,360,489 435,190,688

TOTAL ASSETS 455,910,129 445,731,589

Capital and reserves attributable to shareholdersShare capital 10 314,800,000 361,600,000

Retained earnings 140,937,498 83,965,843

Net assets attributable to shareholders 455,737,498 445,565,843

Current liabilitiesAccrued expenses and other payables 9 172,631 165,746

Total current liabilities 172,631 165,746

TOTAL LIABILITIES 455,910,129 445,731,589



NET ASSET VALUE BY SHARE CLASS (“NAV”)1),2)

As of 31 December 2014 As of 31 December 2013

Shares issued Total NAV (in EUR)

Number of shares in issue

NAV per share (in EUR)

Total NAV (in EUR)



“A” 347,165,862 3,081,892.02 112.65 339,769,334 3,425,215.60 99.20

“B” 38,865,842 376,014.01 103.36 39,891,152 438,674.50 90.94

“O” 69,705,794 485,536.68 143.56 65,905,357 520,896.58 126.52

Total 455,737,498 3,943,442.71 445,565,843 4,384,786.68

As of 31 December 2012

Shares issued Total NAV (in EUR)



“A” 312,089,990 3,360,857.76 92.86

“B” 36,662,378 430,205.23 85.22

“O” 60,300,210 511,865.74 117.80

Total 409,052,578 4,302,928.73


Desmond Tobin

Paul Garvey

10 February 2015

Balance sheet l CROWN EUROPEAN BUYOUT II Annual report 2014 21

NOTES:1) The NAV per share in the table above may be different to individual investors’ NAV per share as disclosed in their capital account statements. This is because the

NAV per share in the table above is based on average figures for all investors in each individual share class. 2) For the year ended 31 December 2014, EUR 3.3 million of total subscribed capital was transferred from share class B to share class O.


22 CROWN EUROPEAN BUYOUT II Annual report 2014 l Statement of changes in net assets attributable to shareholders

Statement of changes in net assets attributable to shareholdersFOR THE YEAR ENDED 31 DECEMBER 2014

Amounts are reported in EUR Share capital

Retained earnings

Total

At 1 January 2013 353,600,000 55,452,578 409,052,578

Total comprehensive profit for the year – 28,513,265 28,513,265Issue of shares 71,200,000 – 71,200,000

Repurchase of own shares (63,200,000) – (63,200,000)

Net increase for the year 8,000,000 28,513,265 36,513,265

At 31 December 2013 361,600,000 83,965,843 445,565,843

At 1 January 2014 361,600,000 83,965,843 445,565,843

Total comprehensive profit for the year – 56,971,655 56,971,655 Issue of shares 56,400,000 – 56,400,000

Repurchase of own shares (103,200,000) – (103,200,000)

Net (decrease)/increase for the year (46,800,000) 56,971,655 10,171,655

At 31 December 2014 314,800,000 140,937,498 455,737,498



Cash flow statement

Cash flow statement l CROWN EUROPEAN BUYOUT II Annual report 2014 23

FOR THE YEAR ENDED 31 DECEMBER 2014

Amounts are reported in EUR 2014 2013

Cash flows from/(used in) operating activitiesPurchase of investments (51,704,219) (64,376,592)

Proceeds from return of capital in investments 57,329,142 48,459,170

Proceeds from realized gains on investments 60,457,762 20,614,256

Dividend income 1,787,936 1,289,981

Withholding tax – (109,565)

Interest received 334,895 192,147

Operating expenses paid (13,846,615) (14,790,332)

Net cash flows from/(used in) operating activities 54,358,901 (8,720,935)

Cash flows from/(used in) financing activitiesInterest paid (7,737) (14,350)

Proceeds from bank loans 11,600,000 6,700,000

Repayments of bank loans (11,600,000) (6,700,000)

Proceeds from issue of shares 16,000,000 12,000,000

Payments for repurchase of own shares (62,800,000) (4,000,000)

Net cash flows (used in)/from financing activities (46,807,737) 7,985,650

Net increase/(decrease) in cash and cash equivalents 7,551,164 (735,285)

Cash and cash equivalents at beginning of year 8,636,627 9,506,351Exchange losses on cash and cash equivalents (78,635) (134,439)

CASH AND CASH EQUIVALENTS AT END OF YEAR 16,109,156 8,636,627



24 CROWN EUROPEAN BUYOUT II Annual report 2014 l Notes to the financial statements

1. Summary of significant accounting policiesThe principal accounting policies applied in the prepa-ration of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

(a) Basis of preparationThe financial statements of the Company have been pre-pared in accordance with International Financial Report-ing Standards (“IFRS”) as adopted by the EU, and Irish statute comprising the Companies Acts, 1963 to 2013.

The financial statements have been prepared under the historical cost convention, as modified by the revaluation of financial assets and liabilities held at fair value through profit or loss.

The preparation of financial statements in conformity with IFRS as adopted by the EU requires the use of accounting estimates. It also requires the Board of Directors to exercise its judgement in the process of applying the Company’s accounting policies.

The areas involving a higher degree of judgement or complexity, or where assumptions and estimates are significant to the financial statements are disclosed in note 1(b) and note 2.

Standards and amendments to published standards that are mandatory for the financial year beginning on or after 1 January 2014

There are no IFRS or International Financial Reporting Interpretations Committee (“IFRIC”) interpretations that are effective for the first time for the financial year beginning on or after 1 January 2014 that would be expected to have a material impact on the Com-pany.

New standards, amendments and interpretations effective after 1 January 2015 and have not been early adopted

A number of new standards, amendments to stan-dards and interpretations are effective for annual periods beginning after 1 January 2015, and have not been applied in preparing these financial statements.

None of these are expected to have a significant effect on the financial statements of the Fund.

(b) Use of estimatesThe preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial state-ments and the reported amounts of revenues and expenses during the reporting period. The estimates and associated assumptions are based on historical experience 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 could differ from these estimates (see note 2 also).

(c) Foreign currency translation(i) Functional and presentation currency Items included in the Company’s financial state-

ments are measured using the currency of the pri-mary economic environment in which it operates (the “Functional Currency”). This is the Euro, which reflects the Company’s primary activity of investing in European assets.

The Company has adopted the Euro as its presenta-tion currency, as it is listed and regulated in Ireland and its main investors are also based in Europe. For-eign currency assets and liabilities are translated into Euro at the exchange rates ruling at the bal-ance sheet date.

(ii) Transactions and balances Foreign currency transactions are translated into

Euro using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of assets and liabilities denomi-nated in foreign currencies are recognized in the statement of comprehensive income. Translation differences on non-monetary items, such as finan-cial assets and liabilities held at fair value through profit or loss, are reported as part of the fair value gain or loss.

Notes to the financial statements


Notes to the financial statements l CROWN EUROPEAN BUYOUT II Annual report 2014 25

(d) Cash and cash equivalentsCash and cash equivalents comprise demand, call and term deposits with a maturity of three months or less. For the purpose of the cash flow statement, cash and cash equivalents comprise all cash, short-term deposits and other money market instruments, net of short-term overdrafts, with a maturity of three months or less. Cash and cash equivalents are recorded at nomi-nal value. Bank overdrafts, if any, are shown as current liabilities in the balance sheet.

(e) Due from and due to brokersAmounts due from and to brokers represent receiv-ables for securities sold and payables for securities purchased that have been contracted for but not yet settled or delivered on the balance sheet date, respec-tively. Amounts due from and to brokers are recorded initially at fair value and subsequently measured at amortized cost using the effective interest method.

(f) Borrowings Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subse-quently stated at amortized cost; any difference between the proceeds and the redemption value is recognized in the statement of comprehensive income over the period of the borrowing using the effective interest method. Borrowings are shown as current liabilities unless the Company has the unconditional right to defer settlement for at least 12 months after the balance sheet date. Interest expense is recognized on the basis of the effective interest method and is included in finance costs.

(g) Financial assets and liabilities at fair value through profit or lossThe Company, in accordance with IAS 39, classifies its investments as financial assets and liabilities at fair value through profit or loss category. The category of financial assets and liabilities at fair value through profit or loss comprises: > financial instruments held-for-trading. These in clude

futures, forward contracts, options and swaps; and > financial instruments designated at fair value

through profit or loss upon initial recognition. These include financial assets that are not held for trading purposes and which may be sold.

Financial assets that are classified as loans and receiv-ables include balances due from brokers and accounts receivable.

Financial liabilities that are not at fair value through profit or loss include balances due to brokers and accounts payable.

(i) Recognition and derecognitionThe Company recognizes financial assets and financial liabilities on the date it becomes a party to the con-tractual provisions of the instrument.

Financial assets are derecognized when the rights to receive cash flows from the investments have expired or the Company has transferred substantially all risks and rewards of ownership.

Financial liabilities are derecognized when they are extinguished, that is, when the obligation specified in the contract is discharged, cancelled or expires. Regular-way purchases and sales of investments are recognized on the trade date. From this date any gains and losses arising from changes in fair value of the financial assets or financial liabilities are recorded.

(ii) Measurement Financial instruments are measured initially at fair value. Transaction costs on financial assets and finan-cial liabilities at fair value through profit or loss are expensed immediately.

Subsequent to initial recognition, all instruments clas-sified at fair value through profit or loss are measured at fair value with changes in their fair value recog-nized in the statement of comprehensive income.

(iii) Fair value measurement principles

Listed securitiesThe fair value of financial assets and liabilities traded in active markets (such as publicly traded derivatives and trading securities) are based on quoted market prices at the close of trading on the year end date. The Board of Directors considers markets to be active when transac-tions are occurring frequently enough on an ongoing


basis to obtain reliable pricing information. If observed transactions are no longer regularly occurring, or the only observed transactions are distressed/forced sales, the market would no longer be considered active. In cases where it is judged that there is no longer an active market, any transactions that occur may nevertheless provide evidence of current market conditions which will be considered in estimating a fair value using the valuation technique as described. Financial instruments are assessed separately when determining if there is an active market. None of the investments outlined in the portfolio of investments belong to this category as of 31 December 2014 (2013: nil).

Primary partnership investmentsThe fair value of financial instruments that are not traded in an active market are determined by using valuation techniques. Private equity investments for which market quotations are not readily available are valued at their fair values by the Board of Directors. Private equity valuations are usually generated by the general partners or managers of the underlying port-folio of investments on a quarterly basis and are actu-ally received with a delay of at least one-to-two months after the quarter end date. As a result, the year-end net asset value predominantly consists of portfolio valuations provided by the general partners of the underlying partnerships as of 30 September 2014, adjusted for subsequent capital calls and distributions. If the Board of Directors comes to the conclusion upon recommendation of the Investment Manager after applying the above-mentioned valuation methods, that the most recent valuation reported by the man-ager/administrator of a fund investment is materially misstated, it will make the necessary adjustments using the results of its own review and analysis. The valua-tion adjustments relate to events subsequent to the last capital account valuation statement received but based upon information provided by the general part-ner. In estimating the fair value of fund investments, the Investment Manager in its valuation recommenda-tion to the Board of Directors considers all appropriate and applicable factors (including a sensitivity to non-

observable market factors) relevant to their value, including but not limited to the following: > reference to the fund investment’s reporting infor-

mation including consideration of any time lags between the date of the latest available reporting and the balance sheet date of the Company in those situations where no December valuation of the underlying fund is available. This includes a detailed analysis of exits (trade sales, initial public offerings, etc.) which the fund investments have had in the period between the latest available reporting and the balance sheet date of the Company, as well as other relevant valuation infor mation. This informa-tion is a result of continuous contact with the invest-ment managers and, specifically, by monitoring calls made to the investment managers, distribution notices received from the investment managers in the period between the latest available report and the balance sheet date of the Company, as well as the monitoring of other financial information sources and the assessment thereof;

> reference to recent transaction prices;> result of operational and environmental assess-

ments: periodic valuation reviews are made of the valuations of the underlying investments as reported by the investment managers to determine if the values are reasonable, accurate and reliable. These reviews include a fair value estimation using widely recognized valuation methods such as mul-tiples analysis and discounted cash flow analysis;

> review of management information provided by the managers/administrators of the fund invest-ments on a regular basis; and

> mark-to-market valuations for quoted investments held by the fund investments which make up a sig-nificant portion of the Company’s net asset value.

All fair valuations may differ significantly from values that would have been used had ready markets existed, and the differences could be material. The valuation of the investments is performed on a regular basis, but at least quarterly.



Secondary partnership investmentsThe fair value measurement principles applied to sec-ondary investments are the same as those applied to primary investments with the exception that commit-ments to secondary partnership investments are rec-ognized in the Company’s accounts when the sale and purchase agreement is signed but cost and fair value are not recognized until such time as the general part-ners’ consent has been received and any rights of first refusals have expired.

Where a general partner valuation specific to the Company is not available, a comparable valuation pertaining to a similar commitment may be used as a representative of the fair value of the Company’s investment. (h) Financial assets and liabilities at amortized costFinancial assets classified as loans and receivables are carried at amortized cost using the effective interest rate method, less impairment losses, if any. Financial liabilities, other than those at fair value through profit or loss, are measured at amortized cost using the effective interest rate method.

(i) Allocation of proceeds from investmentsDistributions from primary investments are typically applied to return of capital and realized gains on the basis of the allocation provided by the general part-ner. In the absence of this allocation the distribution is applied as a return of capital until all contributed capital has been returned and thereafter applied to realized gains. Distributions from secondary invest-ments are typically applied as a return of capital until such time as the contributed capital has been recov-ered in full and thereafter applied to realized gains. Any portion of the distributions which is identified as re-callable is included in the unfunded commitment of the relevant investment.

(j) Dividends and interest incomeDividend income from financial assets at fair value through profit or loss is recognized in the statement of comprehensive income within dividend income when the Company’s right to receive payments is

established. Interest from bank, investors and under-lying debt securities at fair value through profit or loss is recognized in the statement of comprehensive income within interest income based on the effective interest rate.

(k) Withholding taxThe Company currently incurs withholding taxes imposed by certain countries on investment income and capital gains. Such income or gains are recorded gross of withholding taxes in the statement of comprehen-sive income. Withholding tax is shown as a separate item in the statement of comprehensive income. (l) Payables and accrued expensesPayables and accrued expenses are recognized initially at fair value and subsequently stated at amortized cost. Expenses are recognized in the statement of com-prehensive income on an accruals basis.

(m) Share issues and repurchasesThe share capital of the Company was reclassified from equity to debt in 2013 to better reflect the contractual obligation between the Company and its shareholders in accordance with IAS 32. The reclassification has no impact on shareholders from an economic or control-ling perspective.

Shares are classified as financial liabilities under IAS 32. Only the Company can instruct the issuance or repur-chase of its shares. The Company issues shares in lieu of capital calls requested from investors up to the maxi-mum of their subscribed capital amount.

The Company has the option to purchase shares from its investors by way of a share repurchase and the share capital is reduced on the distribution date accordingly. Share repurchases can be instructed by the Company by way of distributing proceeds received from its investments, once all outstanding obligations and expenses of the Company have been provided for, in accordance with the Company’s distribution policy. The Company shall not unreasonably delay the distri-bution of liquidity available from the realization pro-ceeds from portfolio investments to shareholders.




(n) Segment reportingOperating segments are reported in a manner consis-tent with the internal reporting used by the chief operating decision-maker. The chief operating deci-sion-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Investment Manager.

The sole reportable operating segment of the Com-pany is investing in private equity investments. Asset allocation is based on a single, integrated investment strategy and the Company’s performance is evaluated on an overall basis. There were no changes in the reportable segments during 2014 or 2013.

2. Critical accounting estimates and judgementsThe Company makes estimates and assumptions con-cerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets within the next financial year are:

Functional currency estimateThe Board of Directors considers the Euro to be the currency that most faithfully represents the economic effect of the underlying transactions, events and con-ditions. The Euro is the currency in which manage-ment measures its performance and reports its results for the company. Fair value of non-quoted investmentsThe Board of Directors uses its judgement to select a variety of methods and makes assumptions that are not always supported by observable market prices or rates.

The majority of the Company’s investments use either U.S. GAAP or utilize a combination of IFRS and Interna-tional Private Equity and Venture Capital Valuation Guidelines (“IPEVC Guidelines”) valuation guidelines to value their underlying investments. The predomi-nant methodology adopted by the general partners for the buyout investments in CEB II is a market approach which takes market multiples using a speci-fied financial measure (e.g. EBIDTA), recent public market and private transactions and other available measures for valuing comparable companies.

The use of valuation techniques requires them to make estimates. Changes in assumptions could affect the reported fair value of these investments.

3. Net gain on investments at fair value through profit or loss

2014EUR

2013EUR

Net realized gain 59,966,130 20,316,956

Gain on foreign currency exchange 491,632 297,300

Net movement in unrealized gain 8,327,981 21,478,266

Net gain on investments at fair value through profit or loss 68,785,743 42,092,522

4. Partnership expenses

2014EUR

2013EUR

Management fees 7,672,546 8,738,466

Other partnership expenses 1,397,060 1,283,507

9,069,606 10,021,973

The Company will generally invest in limited part-nerships. The manager of such partnerships usually charges a fee and costs related to the investment selection, monitoring and administrative processes, among others. These indirect fees may typically vary between 1% and 2.5% of either net asset value or commitments of such partnerships.

5. Other expensesThe Administrator is paid a fee, which includes admin-istration and transfer agency services, quarterly in advance at the annual rate of 0.06% of the Company’s net asset value but subject to a minimum fee of EUR 60,000 per annum.

Custodian and trustee fees are accrued and paid monthly in arrears at an annual rate of 0.02% each of the Company’s net asset value, with the former capped at EUR 45,000 per annum.

The Investment Manager is paid an annual fee cal-culated as a percentage of the subscribed capital of


the Company, class A and class B shares are charged 0.75% and 1.00% per annum from years one to five and 0.60% and 0.75% per annum from years six to ten of subscribed capital respectively. Each year thereaf-ter, class A and class B are charged 0.40% and 0.50% per annum of net asset value respectively. For class O shares, no management fee shall be payable. The Investment Manager’s fee is paid quarterly in advance.

The Investment Manager is also entitled to a perfor-mance fee that is accrued based on a percentage of the gain in the Company’s value over the year, but only if it exceeds net contributed capital plus an 8% compounded rate of return (the “Hurdle”). No perfor-mance fee is payable for class “O“ shares. The perfor-mance fee, depends on the type of investment, 5.0% (in the case of primary partnership investments) and 10.0% (in the case of secondary partnership invest-ments), on which the gain has arisen and will only be payable when the contributed capital and the Hurdle have been distributed back to the investors. There was no performance fee accrual as of 31 December 2014 (31 December 2013: nil).

Audit fees disclosed in the financial statements relate wholly to the Company’s statutory audit. There are no other fees paid to PricewaterhouseCoopers.

6. Cash at and cash equivalents

2014EUR

2013EUR

Cash at bank 109,156 636,627

Fixed-term deposits 16,000,000 8,000,000

16,109,156 8,636,627

The cash at bank balance was held with Credit Suisse International, Dublin Branch. The fixed-term deposit of EUR 16,000,000 was held with Credit Suisse Inter-national, Dublin Branch for the two day period to 2 January 2015 at a rate of 0.03%.

In 2013, the cash at bank balance was held with Credit Suisse International, Dublin Branch. Two fixed-term deposits of EUR 3,000,000 and EUR 5,000,000 were held with Credit Suisse International, Dublin Branch for the 15 day and three day periods to 3 January 2014 at a rate of 0.06% and 0.05% respectively.

7. Accrued income and other receivables

2014EUR

2013EUR

Bank interest receivable 13 72

Distributions receivable 4,427,322 1,894,065

Other receivables and prepaid expenses 13,149 10,137

4,440,484 1,904,274

All amounts included above fall due within one year.

8. Investments at fair value through profit or lossAs of 31 December 2014, Crown European Buyout Opportunities II plc had subscribed interests in 54 funds (mainly limited partnerships). The total commit-ted capital amounted to EUR 799,838,657 of which EUR 597,541,835 has been contributed to date. The details of these funds are shown in the portfolio of investments together with an outline of the Com-pany’s commitments to the funds. The commitments to these private equity partnerships will be funded by contributions from the Company’s investors.

IFRS 7 “Financial Instruments: Disclosures” requires the Company to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the fair value measure-ments. The hierarchy has the following levels:> Level 1 – quoted prices (unadjusted) in active mar-

kets for identical assets or liabilities;> Level 2 – inputs other than quoted prices included

within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

> Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The level in the fair value hierarchy within which the fair value measurement is categorized in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety. For this purpose, the significance of an input is assessed against the fair value measurement in its entirety. If a fair value measurement uses observable




inputs that require significant adjustment based on unobservable inputs, that measurement is a Level 3 measurement. Assessing the significance of a particu-lar input to the fair value measurement in its entirety requires judgement, considering factors specific to the asset or liability.

The determination of what constitutes “observable” requires significant judgement by the Board of Direc-tors. The Board of Directors considers observable data to be that market data that is readily available, regu-larly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.

Investments whose values are based on quoted market prices in active markets, and therefore classified within Level 1, include active listed equities. The Company does not adjust the quoted price for these instruments. The Company does not hold any listed securities (2013: none).

Financial instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, dealer quotations or alterna-tive pricing sources supported by observable inputs are classified within Level 2. The Company currently has no instruments classified as Level 2 (2013: none).

Instruments classified within Level 3 have significant unobservable inputs, as they trade infrequently. Level 3 instruments include private equity investments for which observable prices are not available. The Com-pany values these investments as described in note 1(g) of the financial statements. All the Company’s investments at 31 December 2014 and 31 December 2013 are considered Level 3 investments.

Prior to making a commitment to primary invest-ments, direct investments or purchasing secondary investments, the Fund’s Investment Manager carries out a comprehensive due diligence review of the pro-posed investment. This due diligence review encom-passes: (i) prior investment performance, (ii) legal terms and conditions, (iii) investment team review;

and (iv) reference calls with associated parties. Based on the outcome of the due diligence review, the Investment Manager then makes an investment deci-sion on behalf of the Fund. The Investment Manager continuously reviews all investments to determine if fair values are being provided by the general partner and/or investment manager. If it is determined that the values provided are not fair values under IFRS then the Investment Manager revalues the investment using the techniques described in note 2 “Critical accounting estimates and judgements” and proposes a valuation adjustment to the Board of Directors.

During the years ended 31 December 2014 and 31 December 2013, there were no transfers between the three levels of financials assets.

The following table represents the roll forward valu-ation of Level 3 instruments at 31 December 2014 and 31 December 2013:

Investments at fair value through profit or loss

2014EUR

2013EUR

Valuation at 1 January 435,190,688 399,229,849

Additions 51,704,219 64,376,593

Disposals (120,320,161) (70,508,276)

Realized gains 60,583,734 20,623,849

Realized losses (125,972) (9,593)

Unrealized gains 46,753,223 49,433,198

Unrealized losses (38,425,242) (27,954,932)

Valuation at 31 December 435,360,489 435,190,688

Change in unrealized gains or losses for Level 3 assets held at year end and included in other net changes in fair value on financial assets and financial liabilities at fair value through profit or loss 11,169,412 21,478,266

Total unrealized gains or losses in the above table are included in the statement of comprehensive income under net gain on investments at fair value through profit or loss.



The following tables analyze within the fair value hierarchy the Fund’s assets and liabilities (by class) at 31 December 2014 and 2013.


Amounts are reported in EUR Level 1 Level 2 Level 3 Total


Cash and cash equivalents 16,109,156 – – 16,109,156

Accrued income and other receivables – 4,440,484 – 4,440,484

Total current assets 16,109,156 4,440,484 – 20,549,640

Non-current assetsInvestments at fair value through profit or loss – – 435,360,489 435,360,489

Total non-current assets – – 435,360,489 435,360,489

TOTAL ASSETS 16,109,156 4,440,484 435,360,489 455,910,129

Capital and reserves attributable to shareholdersShare capital – 314,800,000 – 314,800,000

Retained earnings – 140,937,498 – 140,937,498

Net assets attributable to shareholders – 455,737,498 – 455,737,498

Current liabilitiesAccrued expenses and other payables – 172,631 – 172,631

Total current liabilities – 172,631 – 172,631

TOTAL LIABILITIES – 455,910,129 – 455,910,129


The assets and liabilities included in the above tables are carried at amortized cost; their carrying values are a reasonable approximation of fair value.

The strategies and percentage of fair value include the following: interest rate, foreign currency and other price risks represent the market risks to which such partnerships are directly exposed. Furthermore in the absence of reliable market indicators, discernible market trends or benchmarks, the Directors have evaluated that 5% is a reasonable possible change on a strategy by strategy basis as calculated on page 35.


Amounts are reported in EUR Level 1 Level 2 Level 3 Total



Accrued income and other receivables – 1,904,274 – 1,904,274

Total current assets 8,636,627 1,904,274 – 10,540,901



TOTAL ASSETS 8,636,627 1,904,274 435,190,688 445,731,589

Capital and reserves attributable to shareholdersShare capital – 361,600,000 – 361,600,000

Retained earnings – 83,965,843 – 83,965,843

Net assets attributable to shareholders – 445,565,843 – 445,565,843

Current liabilitiesAccrued expenses and other payables – 165,746 – 165,746

Total current liabilities – 165,746 – 165,746

TOTAL LIABILITIES – 445,731,589 – 445,731,589

2014 %

2013%

Diversification by industry (FMV)

Industrial products 25.7 30.0

Consumer products 22.3 20.7

Industrial services 16.9 15.6

Consumer services 13.1 11.9

IT 6.2 7.2

Healthcare 5.2 4.7

Financial 4.3 5.5

Other 3.5 –

Life sciences 2.8 2.1

Media – 1.1

Real estate – 0.7

Telecom – 0.4

Other – 0.1

Total 100.0 100.0




9. Accrued expenses and other payables

2014EUR

2013EUR

Due within one year

Administration fee 68,129 65,736

Custodian and trustee fees 33,953 22,283

Audit fee 26,915 31,858

Commitment fee 5,111 7,667

Trade creditors and accruals 38,523 38,202

172,631 165,746

10. Share capital

AuthorizedThe authorized share capital of the Company is divided into three management shares of EUR 1 each and 500,000,000 participating shares of no par value.

Management sharesManagement shares issued by the Company amount to EUR 3, being three management shares of EUR 1 each, fully paid.

The management shares do not form part of the net asset value of the Company and are thus disclosed in the financial statements by way of this note only. In the opinion of the Board of Directors, this disclosure reflects the nature of the Company’s business as an investment fund.

Participating sharesThe issued participating share capital is at all times equal to the net asset value of the Company.

Shares are issued and redeemed in lieu of capital calls and distributions made by the Company which in turn are limited by investors’ total subscribed capital and the Company’s distribution policy, respectively.

The voting rights of the participating shareholders are as outlined in the Directors’ report and all share classes are equal in respect of their voting rights. The issue and redemption of shares in the Company are deter-mined by the capital calls and distributions as declared by the Company in accordance with the provisions of the Prospectus. As this is a closed ended fund the inves-tors cannot request an issuance or re demption of shares.

Significant investorsNo investor held ten per cent or more of the share capital of the Company at the year end (2013: nil).

The Company has the option to purchase shares from investors by way of a share repurchase as part of its distribution policy.

Share capital movements

Number of shares in issue Share class as of 31 December 2014 Share class as of 31 December 2013

“A” “B” “O” “A” “B” “O”

At beginning of year 3,425,215.60 438,674.50 520,896.58 3,360,857.76 430,205.23 511,865.74

Issued 427,017.30 53,718.17 56,824.98 577,465.67 75,992.74 81,061.70

Conversions – (19,225.11) 12,143.86 – – –

Redeemed (770,340.88) (97,153.55) (104,328.74) (513,107.83) (67,523.47) (72,030.86)

At end of year 3,081,892.02 376,014.01 485,536.68 3,425,215.60 438,674.50 520,896.58



11. Related party disclosuresParties are considered to be related if one party has the ability to control the other party or exercise con-siderable influence over the other party in making financial or operating decisions. In the opinion of the Board of Directors, the parties referred to in the schedule accompanying this note are related parties under IAS 24 “Related Party Disclosures”.

Directors’ fees of EUR 889 are charged in respect of Konrad Baechinger’s services for 2014 (2013: EUR 994).

The Company’s credit facility of the lower of EUR 7,500,000 or 25% of the NAV with LGT Bank (Ireland) Limited was reduced to the lower of EUR 5,000,000 or 25% of the NAV from 16 May 2014. The loan is secured against the assets of the Company. The terms of the credit facility are for a margin of 2.5% and the commitment fee of 40 basis points. The credit facility was increased to EUR 7,300,000 (or 25% of NAV, if lower) for an eight day period in September 2014.

The facility was used for 59 days during the year. The average usage over these days was EUR 1.9 million with an average borrowing rate of 2.54%. The facility was used for 87 days during 2013. The average usage

over these days was EUR 2.4 million with borrowing rates ranging between 2.35% and 2.5%.

The Company has placed no deposits with LGT Bank (Ireland) Limited during the year.

As referred to in the Director’s report board members may have an indirect interest through a co-investment program in the Company and while an alignment of interests is common practice in the private equity industry these holdings are not material and would represent less than one per cent of the shares in issue in the Company (2013: less than one per cent).

Directors of this Company are also Directors of or con-nected with shareholders invested in the Company. These shareholders have transacted on an equal basis as all other shareholders within the same class and they represent 17.4% (2013: 17.0%) of the sharehold-ings in the Company. These shareholders represented 19.2% (2013: 18.8%) of capital issued during the year and 19.2% (2013: 18.8%) of the distributions made during the year by way of share repurchase. One of these shareholders exceeds a 5% shareholding in the Company (2013: one).

Schedule of related party transactions

Related party/ Relationship/ Agreement(s)/Direct/indirect

Terms and conditions

Transaction type

2014 EUR

2013 EUR

LGT Capital Partners (Ireland) Limited/ Note 5 Investment management fee 4,238,905 4,251,450

Common directorships/

Investment management agreement/

Direct

LGT Fund Managers (Ireland) Limited/ Note 5 Administration and transfer agency fee 273,067 253,835

Common directorships/ Note 5/9 Administration and transfer agency fee payable 68,129 65,736

Administration agreement/

Direct

LGT Bank (Ireland) Limited/ Note 11 Interest income – 29

Common directorships/ Note 11 Finance costs – interest charges 7,737 14,350

Loan and paying agency agreement/ Note 11 Other operating expenses – commitment fees 24,207 30,417

Direct Note 11 Other operating expenses – commitment fees payable 5,111 7,667

EUR 1,000 p.a. Other operating expenses – paying agency fees 1,000 1,000



12. Exchange ratesThe financial statements are prepared in EUR. The following exchange rates have been used to translate assets and liabilities in other currencies to Euro:

At 31 December 2014

At 31 December 2013

CHF 1.2024 1.2252

GBP 0.7761 0.8321

USD 1.2101 1.3780

SEK 9.4709 8.8601

13. Financial risk managementThe Company’s investment objective is to maximize the long-term returns to shareholders by investing in a diversified and predominantly European portfolio of private equity investments. The holding of invest-ments, investing activities and associated financing undertaken pursuant to this objective involves certain inherent risks. The inherent risks can also be affected by the concentration of elements within the different risk categories. Where significant concentration risks exist they will be separately identified within the spe-cific risk categories outlined in the note. The charts outlined in the Investment Advisor’s report shows geographical and industry-based concentration levels. Below is a description of the principal risks inherent in the Company’s activities along with the actions it has taken to manage these risks.

The Company’s assets and liabilities comprise financial instruments which include:> private equity investments: these are held in accor-

dance with the Company’s investment objective and policies; and

> cash, liquid resources and short-term debtors and creditors that arise directly from its investment activities.

The main risks arising from the Company’s financial instruments are market price (including other price risks), foreign currency, interest rate, credit and liquid-ity risks. Other price risk relates to the risk that the fair

value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or cur-rency risk). The Board of Directors reviews and agrees policies for managing each of these risks and they are summarized below:

(a) Market price risk The investments held in the portfolio may be real-

ized only after several years and their fair values may change significantly over time. The Investment Manager makes investment decisions that are con-sistent with the Company’s objectives.

The investment objective is to target a range of buyout funds which primarily invest in Europe. These funds and their respective investment man-agers are selected on qualitative research criteria including: (i) past performance in relation to invest-ment style, expected returns, benchmarks and degree of risk; (ii) business structure and team organization of the investment manager; (iii) fit of the investment manager/investment vehicle into the overall portfolio; (iv) amount under manage-ment and commitment of the principals of the investment manager; and (v) cost structure.

At 31 December 2014, the Company’s market risk is affected by four main components: (i) changes in actual market prices; (ii) interest rate risk; (iii) for-eign currency movements; and (iv) other price risks. Foreign currency risk and liquidity risk are covered in notes 13(b) and 13(e) respectively.

If the value of the investments (based on year-end values) had increased or decreased by 5% with all other variables held constant, the impact on the statement of comprehensive income would have been EUR 21,768,024 (2013: EUR 21,759,534). The Directors have deemed the 5% as a reasonable rep-resentation of a variable differential in the value of investments.



The Company is generally exposed to a variety of market risk factors, which may vary significantly over time and measurement of such exposure at any given point in time may be difficult given the flexibility, complexity and limited transparency of the underlying investments. Therefore, a sensitivity analysis is deemed of limited explanatory value or may be misleading.

(b) Foreign currency risk A portion of the net assets of the Company are

denominated in currencies other than the Euro (which is the Company’s Functional Currency), with the effect that the balance sheet and total return can be affected by currency movements.

Table 1 sets out the Company’s direct exposure to foreign currency risk, none of which was hedged by the Company at the end of the year.

In accordance with the Company’s policy, the Invest-ment Manager monitors the Company’s currency position on a monthly basis and the Board of Direc-tors reviews it on a regular basis.

For the purpose of determining risk disclosures, in accordance with IFRS 7, currency risk is not consid-ered to arise from financial instruments that are non-monetary items (e.g. equity investments).

If the exchange rates (based on year-end values) had increased or decreased by an equivalent per-centage movement as occurred in 2014 then with all other variables held constant, the impact on the statement of comprehensive income would have been EUR 8,470,764 (2013: EUR 3,958,843).

(c) Interest rate risk The Company invests in the desired currencies at

both fixed and floating rates of interest. The inter-est rate risk is that the fair value of cash and cash equivalents and loans payable will fluctuate with the changes in the market rates. The influence of changes in the market rates of interest is not expected to be significant.

The Company’s financial assets and liabilities, which are set out in table 2 are, with the exception of cash and cash equivalents, primarily non-interest bearing and are therefore not subject to significant amounts of risk due to fluctuations in the interest rates.

(d) Credit risk The Company takes on exposure to credit risk,

which is the risk that a counterparty will be unable to pay amounts in full when due. This risk applies to the assets of the Company all of which are unse-cured. The counterparty risk exposure is equivalent to the total value of the Company’s assets. Impair-ment provisions are provided for losses that have been incurred by the balance sheet date, if any. There were no impairment provisions in the current year or prior year.

The Company’s main credit risk concentration is from amounts held at counterparty banks and from the private equity investments in which the Com-pany is invested. The Company seeks to mitigate its exposure to credit risk by conducting its contractual transactions with institutions which are reputable and well established.

In accordance with the Company’s policy, the Invest-ment Manager monitors the Company’s credit posi-tion on a monthly basis and the Board of Directors reviews it on a regular basis.

The cash at bank balance is unsecured and is held with Credit Suisse International, Dublin Branch, the only rated counterparty credit risk (A/A-1). The credit rating of the Custodian as at 31 December 2014 was A/A-1 (2013: A/A-1) (Source: Standard and Poor’s).

(e) Liquidity risk The Company may have an inability to raise addi-

tional funds or to use credit lines, if any, to satisfy the commitments to the various private equity investments. In a private equity partnership invest-ment, a commitment is typically given to a newly established private equity partnership. In the ensu-



ing three to six years, the partnership draws down the available funds as and when attractive invest-ment opportunities become available. As a general rule, the partnership already begins to realize shareholding interests before all the capital has been invested. This means that the funds made available by the investors are not expected to be 100% invested in the private equity partnership. Historically, the average exposure ranges from 60% to 70%.

In the event of liquidity shortfall the Company has access to credit facilities and uncalled commitments which have default provisions, if needed, provided for in the Prospectus. The Company can hold back making distributions to ensure its ability to meet current and future obligations. The liquidity posi-tion owing to shareholders at the balance sheet date is represented by the assets minus liabilities of the Company.

As mentioned in the Directors’ report, the Com-pany has access to a credit facility, the lower of EUR 5,000,000 and 25% of the Company’s net asset value, with LGT Bank (Ireland) Limited. The Com-pany also has a cash at bank position at 31 Decem-ber 2014 of EUR 16,109,156 (31 December 2013: EUR 8,636,627). The amounts outstanding on the total committed capital of the investments as at 31 December 2014 are EUR 168,583,014 (31 Decem-ber 2013: EUR 244,223,975), which are callable at any time. These amounts are off balance sheet and may be called up over the life of the investments. All of the investments which the Company makes are unquoted and subject to specific restrictions on transferability and disposal. Consequently, risks exist that the Company might not be able to readily dispose of its holdings in such markets or invest-ments when it chooses and also that the price attained on a disposal is below the amount at which such investments are included in the Com-pany’s balance sheet.

Table 3 analyzes the Company’s financial assets and liabilities based on the remaining period at the bal-ance sheet date to the contractual maturity date. The amounts in table 3 are the contractual undis-counted cash flows. Balances due within 12 months equal their carrying balances, as the impact of dis-counting is not significant. In accordance with the Company’s policy, the Investment Manager moni-tors the Company’s liquidity position on a weekly basis and the Board of Directors reviews it on a regular basis.

(f) Capital risk management The capital of the Company is represented by the

net assets attributable to the holders of participat-ing shares. The Company’s objective when manag-ing the capital is to safeguard the ability to con-tinue as a going concern in order to provide returns for holders of participating shares and benefits for other stakeholders and to maintain a strong capital base to support the development of the investment activities of the Company. The Investment Manager and Administrator monitor capital on the basis of the value of net assets attributable to holders of participating shares and the position is reviewed by the Board periodically. The capital management of the Company is controlled by the Investment Manager with the main risk relating to an investor default. The main provisions for dealing with a default allow the Company to conditionally take ownership of a defaulting investor’s holding with a view to sourcing a buyer and the imposition of a 50% penalty on the sales proceeds.



Table 1: currency exposure

Amounts are reported in EUR

At 31 December 2014 EUR USD CHF GBP SEK Total


Cash and cash equivalents 16,109,156 – – – – 16,109,156

Accrued income and other receivables 4,440,484 – – – – 4,440,484

Total current assets 20,549,640 – – – – 20,549,640

Non-current assetsInvestments at fair value through profit or loss 317,624,572 37,393,738 – 58,179,726 22,162,453 435,360,489

Total non-current assets 317,624,572 37,393,738 – 58,179,726 22,162,453 435,360,489

TOTAL ASSETS 338,174,212 37,393,738 – 58,179,726 22,162,453 455,910,129 Capital and reserves attributable to shareholdersShare capital 314,800,000 – – – – 314,800,000

Retained earnings 140,937,498 – – – – 140,937,498

Net assets attributable to shareholders 455,737,498 – – – – 455,737,498

Current liabilitiesAccrued expenses and other payables 137,002 – 35,629 – – 172,631

Total current liabilities 137,002 – 35,629 – – 172,631

TOTAL LIABILITIES 455,874,500 – 35,629 – – 455,910,129



At 31 December 2013 EUR USD CHF GBP SEK Total


Cash and cash equivalents 8,636,627 – – – – 8,636,627

Accrued income and other receivables 517,279 1,386,995 – – – 1,904,274

Total current assets 9,153,906 1,386,995 – – – 10,540,901

Non-current assetsInvestments at fair value through profit or loss 312,792,212 35,881,230 – 62,871,653 23,645,593 435,190,688

Total non-current assets 312,792,212 35,881,230 – 62,871,653 23,645,593 435,190,688

TOTAL ASSETS 321,946,118 37,268,225 – 62,871,653 23,645,593 445,731,589 Capital and reserves attributable to shareholdersShare capital 361,600,000 – – – – 361,600,000

Retained earnings 83,965,843 – – – – 83,965,843

Net assets attributable to shareholders 445,565,843 – – – – 445,565,843

Current liabilitiesAccrued expenses and other payables 129,444 – 36,302 – – 165,746

Total current liabilities 129,444 – 36,302 – – 165,746

TOTAL LIABILITIES 445,695,287 – 36,302 – – 445,731,589



Table 2: interest rate exposure


At 31 December 2014 Less than1 month

1 – 3 months Non-interestbearing

Total



Accrued income and other receivables – – 4,440,484 4,440,484

Total current assets 16,109,156 – 4,440,484 20,549,640



TOTAL ASSETS 16,109,156 – 439,800,973 455,910,129

Capital and reserves attributable to shareholdersShare capital – – 314,800,000 314,800,000

Retained earnings – – 140,937,498 140,937,498

Net assets attributable to shareholders – – 455,737,498 455,737,498

Current liabilitiesAccrued expenses and other payables – – 172,631 172,631

Total current liabilities – – 172,631 172,631

TOTAL LIABILITIES – – 455,910,129 455,910,129




1 – 3 months Non-interestbearing

Total



Accrued income and other receivables – – 1,904,274 1,904,274

Total current assets 8,636,627 – 1,904,274 10,540,901



TOTAL ASSETS 8,636,627 – 437,094,962 445,731,589




Current liabilitiesAccrued expenses and other payables – 7,667 158,079 165,746

Total current liabilities – 7,667 158,079 165,746

TOTAL LIABILITIES – 7,667 445,723,922 445,731,589



Table 3: liquidity exposure



1 – 3 months No stated maturity

Total



Accrued income and other receivables 4,440,484 – – 4,440,484

Total current assets 20,549,640 – – 20,549,640



TOTAL ASSETS 20,549,640 – 435,360,489 455,910,129




Current liabilitiesAccrued expenses and other payables 167,520 5,111 – 172,631

Total current liabilities 167,520 5,111 – 172,631

TOTAL LIABILITIES 167,520 5,111 455,737,498 455,910,129




1 – 3 months No stated maturity

Total



Accrued income and other receivables 1,904,274 – – 1,904,274

Total current assets 10,540,901 – – 10,540,901



TOTAL ASSETS 10,540,901 – 435,190,688 445,731,589




Current liabilitiesAccrued expenses and other payables 158,079 7,667 – 165,746

Total current liabilities 158,079 7,667 – 165,746

TOTAL LIABILITIES 158,079 7,667 445,565,843 445,731,589


14. TaxationUnder current law and practice the Company qualifies as an investment undertaking as defined in Section 739B of the Taxes Consolidation Act, 1997, as amended (the “TCA”). On that basis, it is not chargeable to Irish tax on its income or gains. However, Irish tax may arise on the occurrence of a “chargeable event”. A chargeable event includes any distribution payments to shareholders or any encashment, redemption, trans-fer or cancellation of shares and any deemed disposal of shares for Irish tax purposes arising as a result of holding shares in the Company for a period of eight years or more.

No Irish tax will arise in respect of chargeable events in respect of a shareholder who is an Exempt Irish Inves-tor (as defined in Section 739D of the TCA) or who is neither Irish resident nor ordinarily resident in Ireland for tax purposes at the time of the chargeable event, provided, in each case, that an appropriate valid decla-ration in accordance with Schedule 2B of the TCA is held by the Company or where the Company has been authorized by Irish Revenue to make gross payments in absence of appropriate declarations.

Distributions, interest and capital gains (if any) received on investments made by the Company may be subject to withholding taxes imposed by the country of origin and such taxes may not be recoverable by the Com-pany or its shareholders.

The Company has not issued any shares or other instru-ments that are considered to have a dilutive potential.


15. Soft commission arrangementsThere were no soft commission arrangements affect-ing the Company during the years ended 31 December 2014 and 31 December 2013.

16. Events since the year endAs of 10 February 2015, the Company has contributed EUR 2,318,036 in capital to existing private equity part-nership investments.

As of 29 January 2015 a distribution of EUR 28,000,000 was made by way of a share repurchase, net of a call of EUR 8,000,000 by way of issuing shares.

17. Approval of financial statementsThe Directors approved the audited financial state-ments on 10 February 2015.


NOTES:1) Investments have been assigned an alphanumeric code for reasons of confidentiality.2) A complete statement of portfolio changes is available to shareholders from the registered office of the Company free of charge.3) The notes to the accounts are an integral part of the financial statements.

FOR THE YEAR ENDED 31 DECEMBER 2014 1), 2), 3)

Partner- ship

currency

Capital commit-

ments: partnership

currency

Capital commit-

ments: (EUR)

2014 Fair

value (EUR)

2014 Percentage

of total net assets

attributable to share-

holders (%)

2013 Fair

value (EUR)

2013 Percentage

of total net assets


holders (%)

Primary investments

Vintage year 2006

P1 EUR 27,500,000 27,500,000 8,495,541 1.9 10,108,973 2.3

P2 EUR 25,000,000 25,000,000 1,683,283 0.4 1,671,366 0.4

Vintage year 2007

P3 EUR 17,000,000 17,000,000 10,857,060 2.4 12,989,422 2.9

P4 EUR 32,500,000 32,500,000 5,596,000 1.2 10,555,435 2.4

P5 USD 30,000,000 24,791,340 897,812 0.2 1,706,217 0.4

P6 EUR 30,000,000 30,000,000 19,739,476 4.3 29,781,286 6.7

P7 EUR 35,000,000 35,000,000 6,814,928 1.5 9,462,338 2.1

P8 EUR 20,000,000 20,000,000 2,243,089 0.5 2,616,529 0.6

P9 SEK 184,000,000 19,428,034 12,293,599 2.7 17,025,269 3.8

Vintage year 2008

P10 GBP 26,000,000 33,500,702 15,946,517 3.5 18,726,105 4.2

P11 EUR 12,000,000 12,000,000 6,945,428 1.5 8,728,291 2.0

P12 EUR 9,666,667 9,666,667 2,932,018 0.7 7,564,134 1.7

P13 USD 50,000,000 41,318,899 36,170,035 7.9 32,668,375 7.3

P14 EUR 30,000,000 30,000,000 29,145,549 6.4 26,815,596 6.0

P15 EUR 27,000,000 27,000,000 19,385,234 4.3 19,568,177 4.4

P16 EUR 25,000,000 25,000,000 20,120,938 4.4 14,066,568 3.2

P17 EUR 10,000,000 10,000,000 11,478,070 2.5 11,541,430 2.6

P18 EUR 20,000,000 20,000,000 18,855,898 4.1 13,871,374 3.1

Vintage year 2009

P19 EUR 30,000,000 30,000,000 14,392,780 3.2 12,085,284 2.7

P20 GBP 15,000,000 19,327,328 10,587,626 2.3 22,005,731 4.9

P21 EUR 30,000,000 30,000,000 26,241,121 5.8 18,332,980 4.1

Vintage year 2010

P22 EUR 25,000,000 25,000,000 23,465,764 5.1 14,518,557 3.3

P23 EUR 18,000,000 18,000,000 7,859,622 1.7 5,817,488 1.3

P24 GBP 18,000,000 23,192,794 16,477,710 3.7 8,453,687 1.9

P25 EUR 25,000,000 25,000,000 16,128,680 3.5 15,884,693 3.6

Vintage year 2011

P26 EUR 20,000,000 20,000,000 14,097,086 3.1 10,357,300 2.3

P27 SEK 185,000,000 19,533,621 9,868,855 2.2 6,620,323 1.5

P28 EUR 23,000,000 23,000,000 7,846,313 1.7 3,624,266 0.8

P29 GBP 14,700,000 18,940,782 10,197,345 2.2 7,371,654 1.6

P30 EUR 20,000,000 20,000,000 10,683,966 2.3 4,637,892 1.0

Sub-total primary investments 711,700,167 397,447,343 87.2 379,176,740 85.1

Portfolio of investments

Portfolio of investments l CROWN EUROPEAN BUYOUT II Annual report 2014 45

NOTES:1) Investments have been assigned an alphanumeric code for reasons of confidentiality.2) A complete statement of portfolio changes is available to shareholders from the registered office of the Company free of charge.3) The notes to the accounts are an integral part of the financial statements.


46 CROWN EUROPEAN BUYOUT II Annual report 2014 l Portfolio of investments

FOR THE YEAR ENDED 31 DECEMBER 2014 (CONTINUED)1),2),3) Partner-

shipcurrency

Capital commit-

ments: partnership

currency

Capital commit-

ments: (EUR)

2014 Fair

value (EUR)

2014 Percentage

of total net assets


holders (%)

2013 Fair

value (EUR)

2013 Percentage

of total net assets


holders (%)

Secondary transactions

Closing year 2007

Transaction No. 1

S1-1 EUR 2,326,620 2,326,620 578,378 0.1 725,019 0.2

Closing year 2008

Transaction No. 2

S2-1, S2-2, S2-3, S2-4 EUR 18,689,617 18,689,617 3,650,363 0.8 7,418,840 1.7

S2-5 EUR 9,520,000 9,520,000 10,927,123 2.3 10,987,441 2.5

Transaction No. 3

S3-1 GBP 7,967,151 10,265,583 2,823,881 0.6 3,793,655 0.9

Transaction No. 4

S4-1 EUR 5,180,000 5,180,000 2,491,771 0.5 2,753,968 0.6

Closing year 2009

Transaction No. 5

S5-1 EUR 1,499,994 1,499,994 1,269,000 0.3 1,899,234 0.4

Transaction No. 6

S6-1 USD 7,272,200 6,009,586 325,891 0.1 1,506,639 0.3

Transaction No. 7

S7-1 GBP 3,041,868 3,919,412 2,146,647 0.5 2,520,822 0.6

S7-2 EUR 4,075,116 4,075,116 3,589,858 0.8 3,623,736 0.8

Closing year 2010

Transaction No. 8

S8-1 EUR 1,830,994 1,830,994 297,209 0.1 346,698 0.1

Transaction No. 9

S9-1 EUR 3,127,291 3,127,291 310,555 0.1 450,063 0.1

S9-2 EUR 3,600,088 3,600,088 2,795,186 0.6 3,328,507 0.7

S9-3 EUR 3,328,370 3,328,370 3,122,711 0.7 3,373,333 0.8

S9-4 EUR 3,796,789 3,796,789 2,682,015 0.6 3,506,403 0.8

S9-5 EUR 319,550 319,550 – – – –

S9-6 EUR 936,282 936,282 – – 1,118,765 0.3

S9-7 EUR 2,161,185 2,161,185 – – 2,776,476 0.5

S9-8 EUR 4,970,674 4,970,674 – – 4,924,387 1.1

Transaction No. 10

S10-1 EUR 1,482,717 1,482,717 504,567 0.1 445,923 0.1

Closing year 2011

Transaction No. 11

S11-1 EUR 938,638 938,638 305,174 0.1 329,734 0.1

Transaction No. 12

S12-1 EUR 159,984 159,984 92,817 0.0 184,305 0.0

Sub-total secondary transactions 88,138,490 37,913,146 8.3 56,013,948 12.6

Investments at fair value through profit or loss 799,838,657 435,360,489 95.5 435,190,688 97.7

Other net assets and liabilities 20,377,009 4.5 10,375,155 2.3

TOTAL NET ASSETS ATTRIBUTABLE TO SHAREHOLDERS 455,737,498 100.0 445,565,843 100.0

LGT Capital Partners Ltd.Schuetzenstrasse 68808 PfaeffikonSwitzerlandPhone +41 55 415 96 00Fax +41 55 415 96 [email protected]

www.lgtcp.com

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