ALPHA QUEST FUNDS SICAV p.l.c.

 

 

ANNUAL REPORT

 

For the year ended 31 December 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Company Registration Number: SV 430

 

 

CONTENTS

 

Page

 

 

ANNUAL REPORT

Directors, Officers and other information                                                                                                                    2

Report of the Directors                                                                                                                                                   3

Statement of Directors’ Responsibilities                                                                                                                     6

Specific Disclosures                                                                                                                                                       7

Financial Statements:

Statement of Financial Position                                                                                                                                 22

Statement of Comprehensive Income                                                                                                                      25

Statement of Changes in Net Assets Attributable to Holders of Redeemable Shares                                     28

Statement of Changes in Equity Attributable to Founder Shareholders                                                              30

Statement of Cash Flows                                                                                                                                            31

Notes to the Financial Statements                                                                                                                            34

Independent Auditors Report

Directors, Officers and other information

 

Directors                                                                     Dr. Frank Chetcuti Dimech

Mr. Joseph Xuereb Mr. Michal Kosac

 

Registered Office                                                       Central North Business Centre Level 1, Sqaq il-Fawwara Sliema SLM 1670

Malta

 

Company Registration Number                             SV 430

 

Administrator and Registrar                                  Apex Fund Services (Malta) Limited Central North Business Centre Level 1, Sqaq il-Fawwara

Sliema SLM 1670 Malta

 

Company Secretary                                                  Apex Corporate & Advisory Services Ltd Central North Business Centre

Level 1, Sqaq il-Fawwara Sliema SLM 1670

Malta

 

Investment Committee                                             Mr. Joseph Xuereb Mr. Michal Kosac Mr. Joseph Formosa

 

Statutory Auditors                                                     KPMG

92

Marina Street Pieta PTA 9044 Malta

 

Report of the Directors

The directors present their report and the audited financial statements of Alpha Quest Funds SICAV

p.l.c. (the “Company”), covering the financial year ended 31 December 2020.

 

Incorporation and principal activities

The Company was incorporated on 28 November 2016. The Company is licensed and regulated by the Malta Financial Services Authority (“MFSA”) under the Investment Services Act (CAP. 370, Laws of Malta) as a Professional Investor Fund which targets Qualifying Investors as set out in the relevant Offering Supplement.

 

Review of business

The licensed sub-funds as at the end of the year were as follows:

-  Alpha Quest Balanced Fund (PIF/430A); and

-  Alpha Quest Opportunity Fund (PIF/430 B).

 

During the year under review, there were no subscriptions and redemptions in Alpha Quest Balanced Fund. Subscriptions amounted to EUR Nil and redemptions amounted to EUR 12,439,236 in Alpha Quest Opportunity Fund.

The Company continued to purchase Romanian restitution points and is currently one of the largest owners of these points on the Romanian market holding roughly 252 million points (2019: roughly 295 million points) (having nominal value of RON 1 per point) as at 31 December 2020.

During the year, the Company also issued on the Bratislava Stock Exchange an Unsecured Bond with a nominal value of Eur40 million maturing in 2025. At the reporting date, the subscribed for and paid up bonds from this issue amounted to EUR6,223,000 (refer to note 13 to the financial statements for further details).

 

Results

The results for the year under review are shown in the statement of comprehensive income.

 

Dividends and reserves

A dividend amounting to EUR 1,759,377 (2019: EUR 3,570,350) has been declared to the ‘A’ Class Shareholders during the year. The proposed dividends after year-end amounted to EUR 1,216,543. Retained earnings of the Company at end of year amounted to EUR 1,216,543 (2019: EUR Nil).

 

Currency

The financial statements are drawn up in Euro (€), which is the currency in which the Company's share capital is denominated, in terms of section 187 of the Companies Act, 1995.

 

Principal risks and uncertainties

The activities of the Company expose it to a variety of risks. The successful management of risk is essential to enable the Company to achieve its objectives. The ultimate responsibility for risk management rests with the Company’s directors, who evaluate the Company’s risk appetite and formulate policies for identifying and managing such risks. The principal risks and uncertainties facing the Company are included below.

Principal risks and uncertainties (continued)

The Company defines risk as the probability of a permanent loss of capital. The risk management effort targets the minimization of the probability of a permanent loss of invested capital within its investment objective. At the same time, it is also understood that the risk cannot be completely eliminated. Risk is considered acceptable by the Board of Directors if its sources are understood and within appetite and tolerance levels set by the Board of Directors after consulting the Investment Committee. It is important to understand the sources of risk and carry risk only if there is adequate compensation in the form of return.

 

The Company carries the risk of losses due to non-compliance with legal requirements towards the Maltese regulator and other regulators in whose jurisdiction the Company may conduct its business, including those in which the Company has issued securities on recognised exchanges, or other potential institutions.

 

The internal compliance function of the Company is carried out by experienced personnel. The Company is subject to numerous laws and regulations covering a wide range of matters. Failure to comply could have financial or reputational implications and could materially affect the Company’s ability to operate. The Company has embedded operating policies and procedures to ensure compliance with existing legislation.

 

The Company’s investments in the points awarded under indemnification decisions issued by the Romanian Government need to be sourced from individual beneficiaries of such points and acquired through public deeds registered in Romania. There is no guarantee that the Company will manage to source such points, or a particular number of points. The Company may also be exposed to changes in the Romanian Government’s interpretation of the points system and/or to changes in the applicable laws. Romania has undergone a long period of economic transition to a market economy, which has not been smooth. An extensive programme of economic reforms included the privatisation of several state-owned enterprises and the restructuring of Romania’s energy, mining and industrial sector. Externally, a slowdown in global trade may have a high impact on Romania’s growth, mainly due to its reliance on other EU economies as trading partners. Geopolitical tensions, combined with the increase in the US Federal Reserve’s key-interest rate could lead to increased investor caution, capital outflows and depreciation of the local currency (RON).

 

The outbreak of COVID-19 has proven to be quite erratic in its progression and continues to rapidly evolve. The pandemic has adversely impacted global and local commercial activities and its fluidity precludes any accurate prediction of its ultimate impact. The Company has taken measures to ensure operational capacity to its service providers. In the meantime, the Board continues to monitor the development of this virus so that it may be able to counteract adverse effects in the most effective manner.

 

The exposure of the above risks, the way these risks arise, and how the Company manages these risks are further disclosed in detail in note 9 to these financial statements and in the Offering Documentation of the Company and the respective Sub-Fund.

 

Subsequent events

There were no subsequent events that could have a significant effect on the financial statements as at 31 December 2020.

 

Directors

The Directors of the Company who served during the year were:

Dr. Frank Chetcuti Dimech Mr. Joseph Xuereb

Mr. Michal Kosac

 

In accordance with the Company’s Articles of Association, the directors will remain in office.

 

Compliance with Standard Licence Conditions

During the year under review, there were no breaches of the Standard Licence Conditions and no breaches of regulatory requirements, which were subject to any administrative penalty or regulatory sanction.

 

Directors’ Confirmation

We the undersigned are responsible for the preparation of the Annual Report of the Company for the financial year ended 31 December 2020 and confirm that to the best of our knowledge, it is complete and accurate in all material respects and conforms with the MFSA’s requirements in terms of the Company’s License Conditions and any disclosures of the Company’s past performance are accurate and in conformity with the MFSA’s applicable requirements.

 

Auditors

The auditors, KPMG, have expressed their willingness to continue in office and a resolution proposing their reappointment and authorizing the directors to fix their remuneration will be put before the members at the next general meeting.

 

Mr. Joseph Xuereb Director

Approved by the Board of Directors on 13 May 2021 and signed on its behalf by:

Mr. Michal Kosac Director

 

Statement of Directors’ responsibilities

The Directors are required by the Companies Act, 1995 (Chapter 386, Laws of Malta) (the “Act”) to prepare the financial statements which give a true and fair view of the state of affairs of the Company as at the end of the financial year and the results for that year.

 

In preparing the financial statements, the Directors are responsible for:

 

i.             Selecting and applying appropriate accounting policies;

ii.            Ensuring the financial statements have been drawn up in accordance with International Financial Reporting Standards adopted by the EU;

iii.            Making accounting estimates that are reasonable in the circumstances; and

iv.             Ensuring that financials statements are prepared on the going concern basis unless it is inappropriate to presume that the Company will continue in business as a going concern.

 

Mr. Joseph Xuereb Director

The Directors are also responsible for keeping proper accounting records which disclose with reasonable accuracy, at any time, the financial position of the Company and to enable them to ensure that the financial statements comply with the Act. The Directors are also responsible for ensuring that an appropriate system of internal control is in operation to provide them with reasonable assurance that the assets of the Company are being properly safeguarded and that fraud and other irregularities will be prevented and detected.

 

Mr. Michal Kosac Director

 

SPECIFIC DISCLOSURES

 

Information about the Issuer

 

The name of the Company is Alpha Quest Funds SICAV p.l.c. (the “Company”).

 

The registered office of the Company is situated at Level 1, Central North Business Centre, Sqaq il- Fawwara, Sliema SLM 1670, Malta.

 

The Company was incorporated on 28 November 2016. The Company is organised as a multi-fund limited liability investment company with variable share capital under the laws of the Republic of Malta and licensed by the Malta Financial Services Authority (MFSA) with Licence Number SV 430 under the Investment Services Act (Chapter 370 of the Laws of Malta) as a Professional Investor Fund targeting Qualifying Investors.

 

The Company may establish a number of Sub-funds. Currently the Company has established two Sub- funds: the Alpha Quest Balanced Fund and the Alpha Quest Opportunity Fund. Pursuant to Legal Notice 241 of 2006, the assets and liabilities of each individual Fund comprised in the Company shall constitute a patrimony separate from that of each other Sub-fund of the Company so that the assets of one Sub-fund shall be available exclusively for the creditors and holders of Shares in that Sub-fund.

 

LEI code:                     213800JHGGP7KI184U67

ISIN:                            CZ0000000856

Telephone:                   (00356) 2258 4700

Fax:                             (00356) 2258 4701

 

The Company is not part of any group and therefore, is not dependent upon any entities.

 

Principal activity and investments

 

The Company is an investment company with variable share capital, the sole object of which is the collective investment of its funds in securities and other movable or immovable property, or in any of them, with the aim of spreading investment risks and giving Members the benefits of the results of the management of its funds.

 

The investment objective of both Sub-funds is to achieve capital appreciation primarily through investments in restitution points representing entitlement to immovable property located in Romania with the purpose of redeeming the points so acquired into cash or re-selling the immovable property so acquired. Such investments are derived from indemnification decisions issued by the Romanian Government – National Authority for Property Restitution (“ANRP”) regarding the measures for the completion of the restitution process, in kind or in equivalent, of the properties unlawfully seized during the Romanian communist regime, as subsequently amended. The Romanian law provides that where restitution in kind to the former owners is not possible, the restitution request is settled by granting compensation in the form of points (hereinafter “Points”), with each point having a value of one Romanian Leu (RON 1). Starting from 1 January 2017, persons obtaining such points may use them in order to acquire immovable property from a National Fund by public auction or, for a period of five (5) years, to redeem them into cash up to a maximum of 20% of the nominal value of Points per annum. There is no time-limit for utilizing Points to acquire immovable property by public auction. The Points will be acquired on the secondary market from existing owners through a notarial deed executed and registered in Romania. If Points are redeemed at public auctions, the Sub-fund will not enter into any co-ownership deal and will only acquire individual properties in their entirety. No Points will be acquired from any of the members of the Investment Committee and/ or any related parties to the Company.

 

 

SPECIFIC DISCLOSURES (CONTINUED)

 

Principal activity and investments (continued)

 

The Sub-funds may also invest in government and corporate bonds in developed markets. The Sub- funds may also enter into agreements with third party banks that desire to issue fixed income products linked to the Sub-fund’s underlying assets and issue fixed income securities. The Sub-fund may from time to time invest unutilized cash in bonds and currency swaps. Such investments may be with various entities in various markets or industries and in different geographical locations, without limitation. Depending on market conditions, the Sub-fund may also from time to time invest in cash or money market instruments for liquidity purposes.

 

The Sub-funds are also exposed to market, credit and liquidity risks. Further information are disclosed in the notes to the financial statements.

 

During the current and comparative year, one of the sub-funds of the Company issued subordinated unsecured yield bond with maturity date on 22.12.2021 with a yield of 4.5% p.a. in the nominal value of CZK 100,000 per bond, ISIN CZ0000000856 (the “Bond”). Bonds represents debt obligations issued in the Czech Republic in accordance with Czech legal regulations. Bonds are traded at the Prague Stock Exchange, a.s. Issued Bonds as at 31 December 2020 amounted to CZK 1,000 million.

 

During the current year, one of the sub-funds of the Company issued subordinated unsecured yield bond with maturity date on 15.12.2025 with a yield of 5% p.a., ISN SK4000018206 (the “Bond”). Bonds represent debt obligations issued in the Euro and traded at the Bratislava Stock Exchange. Issued Bonds as at 31 December 2020 amounted to EUR 6.223 million.

 

As at 31 December 2020, neither the Bond nor the sub-Fund had a credit rating.

 

Functionaries and Officials as at 31 December 2020

 

Organizational chart

 

 

 

 

 

 

Directors

The affairs of the Company are managed by a Board of Directors. The judicial and legal representation of the Company shall be vested in any two directors acting jointly. The Company’s Board of Directors is composed of three Directors approved by the MFSA and appointed by the holders of Founder Shares upon incorporation of the Company. Each Director shall have one vote. The Board of Directors was at 31 December 2020 composed of the following:

 

Frank Chetcuti Dimech

Dr. Frank Chetcuti Dimech co-founded CDF Advocates in Malta in 1993. He practices financial services, company, taxation and international law. He holds a Doctorate of Laws and a Masters in Financial Services from the University of Malta and an International Investment Advice Certificate from the Securities and Investment Institute, London.

 

Joseph Xuereb

Mr. Joseph Xuereb ACIB, IFS Associate is a Maltese national and a Banker by profession. He joined the Central Bank of Malta in 1979 occupying various roles at the dealing and investment department. In 1995 he joined APS Bank as Senior Manager Treasury Unit where he was responsible for all currency dealing, all investment portfolios and asset liability management. In 2000 he was appointed Head of the Asset Management of the Bank, responsible for the Treasury Unit, the Investment Services Unit and the Portfolio Management Unit. He was also a member of investment committees outside the banking sector, including insurance and airline companies. He currently sits on the investment committees of other Maltese funds.

 

Michal Kosac

Mr. Michal Kosac is working as a partner at Astone finance, s.r.o., a financial boutique regulated by the Czech National Bank. His primary responsibility lies in creating investment strategies for the company’s clients. Michal started his career at Merrill Lynch in New London and Boston where he worked as an analyst in a private wealth management team. He then continued his career at WOOD & Company s.a. in Prague where he was responsible for the initial set up of the WOOD & Company Funds SICAV plc (an MFSA regulated entity) as well as administering its sub-funds and later co- managing the WOOD & Company Central & Eastern European Equity Fund as well as the WOOD Textiles Fund. He is also a member of the Investment Committee of IJC Funds SICAV plc which is regulated by the MFSA. Michal received his degree with honors from Connecticut College, Connecticut, United States.

 

Investment Committee

The Board of Directors of the Company shall appoint an Investment Committee for each Fund. The Investment Committee consists of three members, who are individuals. The Investment Committee of Company shall meet at least four times a year with the majority of meetings to be held in Malta, and shall be responsible for the day-to-day management of the Sub-funds, including amongst others the following:

 

·         to monitor and review the investment policy and performance of a Sub-fund;

·         to establish and review guidelines for investment by a Sub-fund;

·         to issue rules for financial instrument selection and set the portfolio structure and asset allocation;

·         to make recommendations to the Board of Directors.

 

Investment Committee (continued)

The Investment Committee shall report to the Board of Directors on its activities and the performance of a Sub-fund at least four times a year. The Investment Committee is conducting the day-to-day management of the assets of the sub-Funds and ensure that the assets of the sub-Funds are managed within the investment objectives, policies and restrictions of that sub-Fund. The Board of Directors may from time to time appoint advisers to the Investment Committee. Such advisers shall only provide guidance to the Investment Committee on the availability of assets and their relative prices and all investment decisions shall be undertaken solely by the Investment Committee.

 

Investment Committee was as at 31 December 2020 composed of the following voting members: Joseph Xuereb

Joseph Formosa Michal Kosac

 

Joseph Formosa

Mr Formosa has occupied a number of executive and managerial positions at Bank of Valletta p.l.c., Malta and for the last three years of his career with the bank occupied the post of Chief Officer, where he made a significant contribution to the growth and development of the Bank particularly in relation to its mortgage related business. Mr Formosa was also Chairman of the Banks’ Card Services Ltd. This company was responsible for all of the Bank’s credit card business. Mr Formosa has held the position of General Manager of Lohombus Bank Ltd, and is currently a Consultant with Middlesea Valletta Life Assurance Co focusing particularly on the areas of marketing, management and finance.

 

Annual general meeting

Apart from the appointment or removal of the Directors at the Company's annual general meeting in accordance with the Company's Articles, the Founder Shareholders may also at any time appoint or remove any Director or Directors at an extraordinary general meeting provided that the number of Directors always complies with the requirements prescribed in the Company's Memorandum. A Director need not be a Member.

 

The Administrator

Apex Fund Services (Malta) Limited has been appointed by the Company as Administrator to the Company and its Sub-funds in 2018, pursuant to an administration agreement (“The Administration Agreement”), to perform certain administrative functions in relation to the Company and the Sub- funds, including inter alia the calculation of the Net Asset Value, accounting services and transfer agency services. The Administrator may, subject to the written approval of the Company, sub-contract parts of its services to third parties.

 

The Custodian

Bank of Valletta p.l.c. (“BOV”) has been appointed as a banker, broker and safe-keeper of the Fund. Bank of Valletta enjoys a large percentage of the Maltese banking market. The bank was incorporated in Malta as a limited liability company in 1974. It is licensed to carry on the business of banking as a credit institution in terms of the Banking Act 1994 and is a licensed custodian under the Investment Services Act. It is the parent company of the Bank of Valletta Group, which is actively involved in the provision of a comprehensive range of financial services in Malta. BOV is not the custodian for investments by the sub-funds in restitution points.

 

Conflicts of Interest

The officers of the Company have disclosed the following:

 

1.  Mr Joseph Xuereb is a Director of the Company, a member of the Investment Committee and also the holder of 100% of the Founder Shares of the Company;

 

2.   Dr Frank Chetcuti Dimech is a Director of the Company as well as its legal advisor as to Maltese law; and

 

3.  Mr. Michal Kosac who is the Director of the Company is also Director in Fraternity Capital Limited, who holds half of the “A” class shares in the Company.

 

Designations, Powers and Rights of Shares

 

The Founder Shares

The Founder Shares shall rank equally in all respects, shall carry the right to one vote each, and save as provided in Article 26.1 of the Articles of Association, shall not carry a right to participate in any dividends or other distributions of the Company or in the assets of the Company on a winding up (other than the return of the paid up capital after payment of all amounts due to the Investor Shares.

 

The "A" Ordinary Shares

The Company shall also have a separate class of shares with no nominal value, made up of one hundred

(100) "A" Ordinary Shares but which shall not constitute a distinct fund, shall rank equally in all respects, shall not carry the right to vote, and, save as provided in Article 26.1 of the Articles of Association, shall not carry a right to participate in any dividends or other distributions of the Company, if applicable, or in the assets of the Company on a winding up, except repayment of paid up capital following settlement of any and all amounts due to the Investor Shares and Founder Shares. The Board of Directors is authorised for a period of five (5) years, to issue and allot "A" Ordinary Shares up to the maximum amount specified in this paragraph.

 

Article 26.1 of Articles of Association

 

The Directors may, as they from time to time think fit, and subject to the applicable laws, declare and pay such interim or final dividends in such currency as the Directors may deem appropriate, subject to the observance of any applicable law, on Founder Shares, "A" Ordinary Shares and Investor Shares of a Sub-Fund as appears to the Directors to be justified, subject to any policy statement in relation to dividends in the Offering Supplement of a Sub-Fund: provided that when dividends are not paid on Investor Shares, income will be accrued within the Net Asset Value of the relative Sub-Fund and provided further that distributions on "A" Ordinary Shares and Founder Shares, if any, shall be calculated in a manner that the total amount of distributions on "A" Ordinary Shares and Founder Shares shall be an amount not exceeding the aggregate of the Management Fee and the Performance Fee due under the terms of the Offering Supplement of a Sub-Fund, which amount shall in no way be restricted to the amount of income received or receivable by the Company (from investments made by the Sub-Funds) during the relevant Accounting Period.

 

The Investor Shares (Redeemable Shares)

The Investor Shares do not carry any voting rights. The Investor Shares rank pari passu among themselves in all respects. The Investor Shares participate in the assets of the Company and in any dividends, and distributions of the sub-Funds upon liquidation. The Investor Shares may be redeemed at the option of the holders thereof according to the Articles of Association annexed hereto and in accordance with any terms and conditions pursuant to which the Investor Shares are issued.

 

Classes

With the prior approval of the MFSA, the Directors may from time to time establish a sub-Fund by the issue of separate classes of Shares of the Company on such terms as the Directors may resolve. Apart from Investor shares, the Company has issued by way of subscription:

 

·         1,000 Founder Shares which are fully paid up and subscribed by Joseph Xuereb;

·         50 “A” Ordinary Shares which are fully paid up and subscribed by Ovidiu Fer; and

·         50 “A” Ordinary Shares which are fully paid up and subscribed by Fraternity Capital Limited.

 

Description of the decision making procedures of the statutory body

 

Directors and Investment Committee members meet at least 4 times per year in addition to periodic phone calls. All investment decisions are thoroughly discussed and 2/3 of the votes are required to pass any decision. In order to evaluate an investment, a term sheet is prepared which is further discussed from the stand point of viability of fitness within the overall portfolio strategy. Upon diligent discussion, a vote is undertaken and an investment decision is made.

 

As per the Company’s Memorandum and Articles of Association sections 15 to 17, decision making is as follows:

 

15.1 General Meetings

 

15.1   All general meetings of the Members in the Company enjoying a right to vote shall be held in Malta, or at such other place as the Directors may determine for any specific general meeting.

15.2  The Company shall in each year hold a general meeting as its annual general meeting in addition to any other meeting in that year. Not more than fifteen (15) months shall elapse between the date of one annual general meeting of the Company and that of the next provided that so long as the Company holds its first annual general meeting within eighteen (18) months of its incorporation it need not hold it in the year of its incorporation. Subsequent annual general meetings shall be held once in each year and not more than six (6) months after the end of the Accounting Period of the Company as determined by the Directors from time to time at such time and place in Malta as may be determined by the Directors.

15.3  All general meetings (other than annual general meetings) shall be called extraordinary general meetings.

15.4     The Directors may call an extraordinary general meeting whenever they think fit and extraordinary general meetings shall be convened on such requisition, or in default may be convened by such requisitions, and in such manner as provided by the Act.

 

16.  Notice of General Meetings

 

16.1  At least fourteen (14) Clear Days’ notice specifying the place, the day and the time of the meeting, and in the case of special business the general nature of such business (and in the case of an extraordinary general meeting specifying the meeting as such) shall be given in the manner hereinafter mentioned to the Founder Shareholders being the holders of shares entitled to attend and vote.

16.2  The Directors and the Auditors shall also be entitled to receive notice of, and attend and speak at, any general meeting of the Company.

16.3  Every notice convening a meeting to pass an Extraordinary Resolution shall specify the intention to propose the Resolution, and in each notice calling a meeting of the Founder Shareholders, being the members entitled to attend and vote, there shall appear with reasonable prominence a statement that a Member entitled to attend and vote is entitled to appoint one or more proxies to attend and vote instead of him and that a proxy need not also be a Member.

16.4  The accidental omission to give notice to, or the non-receipt of notice by, any person entitled to receive notice shall not invalidate the proceedings at any general meeting.

 

16.  Notice of General Meetings (continued)

 

16.5   The fourteen (14) day notice requirement may be waived if the Founder Shareholders holding not less than a majority of the total number of Founder Shares entitled to vote on all matters to be considered at the meeting have waived notice of the meeting or have agreed to a shorter notice period for the meeting.

 

17.  Proceedings at General Meetings

 

17.1  All business shall be deemed special that is transacted at an extraordinary general meeting and also all business that is transacted at an annual general meeting, with the exception of: a. the consideration of the accounts and Statement of Financial Position; b. the reports of the Directors and Auditors, c. the election of Directors in the place of those retiring or resigning or being removed and the fixing of their remuneration, d. the appointment of the Auditors and the fixing of the remuneration of the Auditors (directly or in such manner as the general meeting may determine); provided that the appointment of a new Director shall also require the approval of the MFSA.

17.2   Subject to Article 17.3 hereof, no business shall be transacted at any general meeting unless a quorum is present. Two (2) Members, having the right to vote, present either in person or by proxy, shall be a quorum for a general meeting. A representative of a corporation or company authorised pursuant to Article 18.14 to be present at any meeting of the Company shall be deemed to be a Member for the purpose of the constitution of a quorum.

17.3  If within half an hour from the time appointed for a meeting, a quorum is not present, the meeting, howsoever convened, shall proceed with such Members entitled to attend and vote as are present and they shall constitute a quorum even if there is only one member.

17.4  A Director nominated by the Directors shall preside as chairman at every general meeting of the Company, but if at any meeting none of the Directors be present within fifteen (15) minutes after the time appointed for holding the meeting, or if all the Directors present decline to take the chair, the Founder Shareholders shall choose some Member present to be chairman of the meeting.

17.5  The chairman may with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place. When a meeting is adjourned for fourteen (14) days or more, another fourteen (14) days Clear Notice at the least specifying the place, the day and the hour of the adjourned meeting, shall be given as in the case of the original meeting but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting or to attach thereto any documents already sent with a prior notice. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

17.6  At any general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless before or upon the declaration of the result of the show of hands a poll is demanded by the chairman or by any Members present representing at least one-tenth in number or value of the shares in issue having the right to vote at the meeting. Unless a poll is so demanded, a declaration by the chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the book containing the minutes of the proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution; provided that where a resolution requires a particular majority in value, the resolution shall not be deemed to have been carried on a show of hands by the required majority unless there be present at the meeting, whether in person or by proxy, a number of Members holding in the aggregate the required majority as aforesaid.

 

17. Proceedings at General Meetings (continued)

 

17.7   If a poll is duly demanded, it shall be taken in such manner and at such time and place as the chairman may direct (including the use of ballot or voting papers or tickets) and the result of a poll shall be deemed to be a resolution of the meeting at which the poll was demanded.

17.8   The chairman may, in the event of a poll, appoint scrutineers (who need not be Members) and may adjourn the meeting to some place and time fixed by him for the purpose of declaring the result of the poll.

17.9  In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a second or casting vote.

17.10    A poll demanded on the election of a chairman and a poll demanded on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time and place as the chairman directs not being more than thirty days from the date of the meeting or adjourned meeting at which the poll was demanded.

17.11  The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll has been demanded.

17.12    A demand for a poll may be withdrawn and no notice need be given of a poll not taken immediately.

 

Principles of remuneration

 

Remuneration of Directors

The Directors of the Company shall receive for their services such remuneration as may be determined by the Company in a General Meeting from time to time or, in relation to a particular Sub-fund, as specified in a Supplement. Each Director's remuneration shall in no case exceed € 10,000 per annum. In addition, each Director may be paid reasonable travelling, hotel and other incidental expenses incurred in attending meetings of the Directors and general meetings of the Company. The amount paid from the assets of each sub-Fund shall be proportionate to the Net Asset Value of each sub-Fund when compared to the net asset value of the Company.

 

Remuneration of Investment Committee members

The members of the Investment Committee shall receive for their services such remuneration as may be determined by the Directors from time to time. The fee will be paid by the sub-funds. In addition, each Investment Committee member may be paid reasonable travelling, hotel and other incidental expenses incurred in attending meetings of the Investment Committee. The amount paid from the assets of each sub-Fund shall be proportionate to the Net Asset Value of each sub-Fund when compared to the net asset value of the Company.

 

Remuneration of Founder Shareholders

Founder Shareholders shall not be entitled to any remuneration but may be paid reasonable travelling, accommodation and other incidental expenses incurred in attending general meetings of the Company.

 

Principles of remuneration (continued)

 

Monetary and non-monetary benefits received by Directors and Investment Committee Members for the year

 

Total monetary income of Directors of the Company for 2020 amounted to EUR 20,650 (2019: EUR 17,700). Out of total monetary income, two directors received EUR 8,260 (2019: EUR 7,080) and two Investment Committee Members received EUR 12,390 (2019: EUR 10,620).

 

Neither the Directors nor the Investment Committee Members received any non-monetary income.

 

Corporate governance and the Code

 

The Issuer has not voluntarily adopted the Corporate Governance Code prepared in 2018 by Czech Institute of Directors together with Deloitte and issued in 2019. This Code is available on the website of Czech Ministry of Finance www.mfcr.cz.

 

However, the Issuer’s Corporate Governance is organized in accordance with the principles outlined in this document, as defined in the internal policies and statutes of the Issuer. In addition to its own policies, the corporate governance is fully in line with applicable law.

 

The above mentioned code has not been voluntarily adopted because in addition to the simple shareholder structure, the Issuer considers the existing policies of the corporate governance fully adequate and functional.

 

Information about internal control principles and strategies and the rules for the treatment of risks

 

The Board of Directors is responsible for implementing adequate administrative and accounting procedures for the preparation of the financial statements. The Board of Directors has responsibility for the planning, management and monitoring of those processes relating, in particular, to management and accounting information flows (including the automated data processing and accounting reporting systems) and for attesting to their adequacy and effective application, as defined by the relevant laws and regulations. The Company also established a position of a compliance officer ensuring the Company complies with its outside regulatory requirements and internal policies.

 

The Board of Directors identifies and assesses the risks on financial information, identifies and carries out the appropriate controls, targeted at mitigating the possibility that such risks will occur, and monitors and assesses the efficiency of the controls in relation to the financial information process. The Administrator calculates the Net Asset Value (“NAV”) of the Sub-funds as at the date of the statement of financial position or at the settlement date of new investors and prepares draft financial statements. NAV calculation and financial statements are approved by the Board of Directors.

 

Investment committee approves each new investment (at least 2 members of the Investment committee shall approve it), evaluates the performance of the investment in Sub-funds and reports to the Board of Directors on its activities and the performance of each Sub-fund at least four times a year.

 

Risk factors and uncertainties that could negatively affect issuer’s business include but are not limited to:

 

-          Risk of newly formed company: The Company does not have long enough history to show proven track record.

 

-          Sub-funds being economically separated entities: The assets of other sub-funds cannot be used to satisfy obligations of other sub-funds. Thus only the assets of the sub-fund issuing financial obligation can be used to repay such obligation.

 

-          Payment titles issued by Romanian government: The major part of the sub-fund’s portfolio is invested in obligations issued by the Romanian state. This instrument is not publicly traded thus it is uncertain if it can be sold at a fair price at any time in the market place. The Fund’s investments in the points awarded under indemnification decisions issued by the Romanian Government need to be sourced from individual beneficiaries of such points and acquired through public deeds registered in Romania. There is no guarantee that the sub-Fund will manage to source such points, or a particular number of points. The sub-Fund may also be exposed to changes in the Romanian Government’s interpretation of the points system and/or to changes in the applicable laws.

 

-          Specific risks when investing in Romania: Although Romania is a full member of the European Union, it is still susceptible to a shaky political and economic outlook and a relatively volatile business environment in which corporate financial information is sometimes neither readily available nor sufficiently reliable. Following the collapse of communist rule in 1989, Romania has undergone a long period of economic transition to a market economy, which has not been smooth. Since 2000, there has been more progress. An extensive programme of economic reforms included the privatisation of several state-owned enterprises and the restructuring of Romania’s energy, mining and industrial sector. Externally, a slowdown in global trade may have a high impact on Romania’s growth, mainly due to its reliance on other EU economies as trading partners. Geopolitical tensions, combined with the increase in the US Federal Reserve’s key-interest rate could lead to increased investor caution, capital outflows and depreciation of the local currency (RON).

 

-          Market risk: Most of the assets of the sub-funds are invested in Romania which is considered an emerging market.

 

-          Sub-fund’s assets not being publicly traded: The Sub-funds invest in the Romanian instruments which are not publicly traded. Such instruments are considered risky and speculative in nature.

 

-          Interest rates changing risk: Fixed income instruments, which can be bought as an investment by the sub-funds, have an inverse relationship with changing interest rates. Unstable interest rates environment could have a negative impact on the fixed income instruments held by the sub-funds. If the level of market interest rates rises, the prices of interest-bearing securities in the Fund’s portfolio can fall substantially. This is even more the case, if the Fund holds interest-bearing securities having a longer residual term to maturity with normal return/yield.

 

-          Liquidity risk: Since the Romanian obligations are not publicly traded, it might be hard to sell should the Romanian government start defaulting on its obligations.

 

-          High leverage risk: Since Alpha Quest Balanced Fund is an issuer of publicly traded bonds, it is exposing itself to enormous amount of risk should its investment strategy produce negative returns.

 

SPECIFIC DISCLOSURES (CONTINUED)

 

Risk factors and uncertainties that could negatively affect issuer’s business include but are not limited to: (continued)

 

-          Inflationary risk: Rising prices can affect the value of the underlying assets of the portfolio.

 

-          Foreign exchange risk: The functional currency of the Company and its sub-funds is the EUR while the assets of the portfolio are denominated mainly in RON. Where the Fund holds assets denominated in foreign currency or currencies, it is exposed to a direct currency risk (provided the foreign currency positions have not been hedged). In case of RON depreciation, this will have negative effect on the underlying net asset value of the sub-funds. Conversely, the foreign exchange market also offers opportunities for gains. Besides direct risks, indirect currency risks also exist. Internationally active companies are more or less strongly dependent on the exchange rate development, which can have an indirect influence on the price development of investments.

 

-          Concentration risk: The majority of fund’s assets are invested in the Romanian restitution points. This creates a risk for the underlying net assets value should the Romanian government default on its obligations.

 

-          Management compensation: Management have variable compensation based on the performance of the sub-funds. This can incentivize them to undertake speculative investments in order to produce extraordinary returns.

 

-          Operating risk: It can be created in the absence of rigorous internal processes.

 

-          Company founded under different law: The Company and its sub-funds have been incorporated under the laws of Malta. Maltese law can substantially differ from Czech laws and Slovak laws under which the publicly traded bonds of one of the sub-funds have been issued.

 

-          Political, economic and social risks: Romania is classified as an emerging and post-socialist market, which up to this date faced significant political, economic and social risk which could negatively impact the sub-funds’ performance and their net asset value.

 

Comparison with the corresponding period of the preceding year

 

Cashing in process has started in 2017, thus 1H 2017 was the first accounting period during which the Company has received actual payment titles for cashing in.

 

Comparing 2019 and 2020, the Company was in line with its objectives, receipt of payment titles was on expected track. The cashing in process has taken place prior to the 180 day period from issuance of payment titles.

 

During the year 2020, total amount of money cashed in from Romanian government was of RON 106,466,564 (2019: RON 82,352,226) for Balanced Fund and RON 41,432,564 (2019: RON

21,629,132) for Opportunity Fund.

 

In terms of NAV, comparing 2020 with 2019, figures are as follows:

Alpha Quest Balanced Fund EUR 1,582.8095 per investor share as at December 31st 2019, compared to EUR 1,815.4437 as at December 31st 2020.

 

Alpha Quest Opportunity Fund EUR 1,480.5613 per investor share as at December 31st 2019 compared to EUR 1,642.0531 as at December 31st 2020.

 

 

SPECIFIC DISCLOSURES (CONTINUED)

 

Comparison with the corresponding period of the preceding year (continued)

 

Idle cash was invested during both periods in money market instruments to achieve high liquidity and safety.

 

Portfolio composition as at December 31st 2020:

Alpha Quest Balanced Fund

Romanian restitution points:                              EUR 30,032,897

Cash:                                                               EUR 1,645,320

Bonds (including bonds repurchased by Fund): EUR 15,578,579

 

Alpha Quest Opportunity Fund

Romanian restitution points:                              EUR 9,769,261

Bank Overdraft (Net):                                       (EUR 1,799,370)

Bonds:                                                             EUR 8,775,703

Fund investments:                                            EUR 4,108,404

 

Besides points investments, cash received and not placed into points purchases, is deployed to purchases of highly graded and highly liquid Czech issued corporate bonds.

 

Alpha Quest Balanced as at December 31st 2020 owned total of three bonds being: Alpha Quest Balanced Fund; publicly traded bond issued by sub-fund itself, Nupeh CZ SRO and Auctor Finance SRO.

 

Alpha Quest Opportunity Fund as December 31st 2020 owned total of four bonds and that being: Alpha Quest Balanced Fund; publicly traded bond issued by other sub-fund of Alpha Quest Funds SICAV plc, TD Beta, s.r.o., issuer has the same director as Alpha Quest Funds SICAV plc, JTRE Financing and Auctor Finance SRO.

 

Alpha Quest Opportunity fund as at December 31st 2020 has also invested in a collective investment scheme; Alpha Quest Balanced Fund, sub-fund of Alpha Quest Funds SICAV plc, thus this is considered a cross-investment.

 

Key Figures of the Company for the year

 

Information about profit before tax for the year can be found in the Statement of Comprehensive Income in the financial statements which forms part of Annual Report. The result corresponds to the expectation and reward attributed to the sub-Fund for the issue of the bonds.

 

Information about the Company's total assets and financial situation as at 31 Decemebr 2020 can be found in the Statement of Financial Position in the financial statements which form part of the Annual Report.

 

Evaluation of the business environment during reporting year 2020

Both sub-Funds performed very well and in line with Investment Committees’ expectations, mainly due to the fact the payments from the Romanian Government are on track and on time. Both sub- Funds received the expected 20% of the nominal value of all points held well ahead of the due date. Performance of both sub-Funds was further boosted by the leverage that the Balanced Fund currently has. Both sub-Funds also gained by investing free liquidity in corporate bonds.

 

Expected economic situation in next year

In 2021, the Company expects a very similar scenario compared to prior year. The Company can already confirm that the Romanian Government should pay ahead of the 180-day due date. During the first quarter of 2021, the Company has received over 66% of the payment titles to be cashed in this year.

 

Remuneration charged by auditors over the accounting period

 

The statutory auditor's remuneration (including VAT) for the year amounted to EUR 36,055 (2019: EUR 32,834), out of which EUR 32,834 (2019: EUR 21,064) is outstanding at year end. Other non- audit services provided by the auditors during the year comprised of tax services amounting to EUR 1,481 (2019: EUR 1,351) (including VAT).

 

Legal and arbitration proceedings

 

The Company is not a party to any litigation or arbitration proceedings.

 

Major contracts and agreements executed on behalf of the Company during fiscal year 2020

 

Alpha Quest Funds SICAV p.l.c. and its sub-funds, namely Alpha Quest Balanced Fund and Alpha Quest Opportunity Fund, have not entered into any major contract that would affect its regular course of business or pose any risk to its business objective.

 

Issuer's subsidiaries and branches

 

The Company did not have an organizational unit located abroad in 2020.

 

Acquisition of own shares (treasury shares)

 

During the year, no acquisition of own shares (treasury shares) occurred.

 

Expenses incurred in connection with research and development

 

The Company did not incur any research and development expenditure during the year.

 

Investment in tangible and intangible fixed assets

 

The Company did not make any significant investments in tangible and intangible fixed assets during the year.

 

Environmental and labor relations activities

 

The Company complies with all legal requirements in the field of environmental protection and complies with applicable legislation in the field of labor relations.

 

True and fair view statement

 

The Board of Directors of Alpha Quest Funds SICAV p.l.c. declares that the Annual Report and financial statements provide a true and fair view of the financial position, business activities and results of the Company for the past accounting year and to the best of its knowledge, all the information and data in the Annual Report and financial statements correspond to the prospects for future financial and business performance and no significant circumstances have been omitted.

 

Mr. Joseph Xuereb Director

Approved by the Board of Directors on 13 May 2021 and signed on its behalf by:

 

Mr. Michal Kosac Director

 

Statement of financial position
As at 31 December 2020
		The Company		The Company (Restated) *
	Notes	31.12.20                          EUR		31.12.19 EUR
Non-current assets
Restitution points	12	16,071,618		28,552,144
Total Non-current assets		16,071,618		28,552,144
Current assets
Cash and cash equivalents	5	3,168,809		2,221,130
Financial assets at fair value through profit or loss	11	15,021,761		1,253,395
Loans and interest receivable	18	6,551,750		5,199,344
Prepaid expenses		15,838		12,860
Other receivables		100,845		32,429
Restitution points	12	23,730,540		17,913,477
Receivable from Government of Romania		-		2,962,156
Receivable from "A" Class Shareholders	8	350,000		231,208
Total Current assets		48,939,543		29,825,999
Total assets		65,011,161		58,378,143
Equity and Liabilities
Share capital and Reserves
Share capital	6	1,100		1,100
Retained earnings		1,216,543		-
Total equity		1,217,643		1,100
Liabilities
Non-current liabilities
Bonds issued	13	6,223,000		27,211,955
Total Non-current liabilities		6,223,000		27,211,955
Current liabilities
Bank overdraft	5	2,148,953		-
Bonds payable	13	28,557,290		-
Dividends payable	8	-		17,915
Interest payable	13	51,194		43,633
Administration fees payable	14	8,500		-
Audit fees payable		32,834		21,064
Due to “A” Class Shareholders		-		24,012
Other payables	14	198,421		275,131
Total Current liabilities		30,997,192		381,755
Total liabilities		37,220,192		27,593,710
Net assets attributable to holders of redeemable
shares	7	26,573,326		30,783,333
Total Equity and Liabilities		65,011,161		58,378,143

 

* Refer to Notes 7, 11, 13 and 14 in relation to the restatement

 

The accompanying notes are an integral part of these financial statements. These also include more detailed information about the amounts attributable to the founder shareholders and the attributable to unit holders of investor shares, in the next two pages.

 

Mr Joseph Xuereb Director

The financial statements on pages 22 to 53 were approved and authorised for issue by the Board of Directors on 13 May 2021 and were signed on its behalf by:

 

 

Mr Michal Kosac Director

 

The following table provides more detailed information about the amounts attributable to founder shareholders and amounts attributable to unit holders of investor shares. This information is being presented in accordance with the prevalent local practice.

Attributable to

founder

Attributable to unit holders of

                                    investor shares of:  

		shareholders		Alpha Quest Balanced Fund	Alpha Quest Opportunity Fund
	Notes	31.12.20                    EUR		31.12.20 EUR	31.12.20 EUR
Non-current assets Restitution points	12	-		11,908,147	4,163,471
Total Non-current assets		-		11,908,147	4,163,471
Current assets Cash and cash equivalents	5	1,173,906		1,645,320	349,583
Financial assets at fair value through profit or loss	11	-		7,739,261	9,967,573
Loans and interest receivable	18	-		6,056,413	495,337
Due from founder shareholders	8	-		7,579,663	-
Due from sub-funds	8	-		2,506,199	-
Prepaid expenses		-		7,919	7,919
Other receivables Management and performance fee receivable	14	-   5,923,006		65,437   -	35,408   -
Restitution points Receivable from "A" Class Shareholders	12   8	-                350,000		18,124,750   -	5,605,790   -
Total Current assets		7,446,912		43,724,962	16,461,610
Total assets		7,446,912		55,633,109	20,625,081
Equity and Liabilities Share capital and Reserves Share capital	6	1,100		-	-
Retained Earnings		1,216,543		-	-
Total equity		1,217,643		-	-
Liabilities
Non-current liabilities Bonds issued	13	-		6,223,000	-
Total Non-current liabilities		-		6,223,000	-
Current liabilities Bank overdraft	5	-		-	2,148,953
Bonds payable	13	-		30,080,345	-
Interest payable	13	-		51,194	-
Administration fees payable	14	-		4,250	4,250
Audit fees payable		-		16,417	16,417
Management fees payable	14	-		829,921	153,024
Performance fees payable	14	-		3,620,096	1,319,964
Other payables	14	-		162,645	5,927
Due to sub-funds	8	6,229,269		-	2,506,199
Due to founder shareholders	8	-		-	1,350,392
Total Current liabilities		6,229,269		34,764,868	7,505,126
Total liabilities		6,229,269		40,987,868	7,505,126
Net assets attributable to holders of redeemable shares	7	-		14,645,241	13,119,955
Total Equity and Liabilities		7,446,912		55,633,109	20,625,081

 

The above information is an integral part of the notes to these financial statements.