Final Results
Strategic Equity Capital plc
Results for the year ended 30 June 2007
Key highlights:
- At 30 June 2007, the Company had net assets of £82.8 million (113.9p
per share), an increase of 9.4% since 30 June 2006 and a 6.3% increase
over the six months.
- The performance of the investment portfolio since inception is now
reaching the level anticipated by the Manager over the long term,
having achieved an internal rate of return ("IRR") in excess of 15%.
- To date realisations have delivered returns well in excess of the
Manager's target, realising a combined IRR of over 28%.
John Hodson, Chairman of Strategic Equity Capital plc, commented:
"I am very pleased to report on the significant progress and
improved performance made by the Company over the last twelve months. In spite
of fluctuating market conditions there remain excellent investment
opportunities from applying private equity techniques to public markets."
For further information, please contact:
Capita Sinclair Henderson Limited 01392 412 122
Tracey Brady/ Michael Buckley
SVG Investment Managers Limited 020 7010 8900
Tony Dalwood / Graham Bird
Copies of the press release and other corporate information can be found on
the company website at: http://www.strategicequitycapital.com
CHAIRMAN'S STATEMENT
I am pleased to report that significant progress has been made
since the publication of the last interim report.
The performance of the investment portfolio since inception is now
reaching the level anticipated by the Manager over the long term, having
achieved an internal rate of return ("IRR") in excess of 15%. To date
realisations have delivered returns well in excess of the Manager's target,
realising a combined IRR of over 28%. The Company's investment portfolio is
maturing and we are beginning to see the benefits of the strategic,
operational and management initiatives within the portfolio and the subsequent
re-rating of a number of portfolio companies share prices.
Secondly from an operating perspective the Company has continued to
develop. A banking facility has been established which will enable the Company
to become geared and I expect the Manager to take advantage of this over the
next 12 months.
Finally the Company intends to maintain its active investor
marketing programme which was initiated during the second half of the year.
Performance
At 30 June 2007 Strategic Equity Capital had net assets of £82.8
million which equates to a net asset value per share of 113.9p, an increase of
9.4% since June 2006 (net asset value of 104.1p per share) and a 6.3% increase
over the six months (net asset value of 107.2p per share). The unaudited net
asset value per share as at 31 August 2007 was 109.4p.
Investment Manager
The Company's portfolio is managed by SVG's Public Equity Team.
Their investment processes and techniques are modelled on that of successful
private equity investors, focusing on companies that can benefit from
strategic, operational and management initiatives.
Investment strategy
The Company's investment strategy remains to achieve absolute
returns for shareholders through a strategy of using private equity techniques
and a practice of constructive corporate engagement.
The Board
Full details relating to the Company's operations can be found in
the Annual Report. Within the Annual Report, under the Report of the Directors
we have presented a review of the business which looks at the principal risks
and uncertainties it faces, an analysis of its performance during the
financial period and its position at the year end. The Board regrets that
Jonathan Morgan has decided to stand down as a Director at the next AGM and
would like to thank him for his resolute and invaluable contribution since the
Company's launch. We are however, delighted to welcome Michael Phillips as a
non-executive Director of the Company with effect from 9 August 2007. Michael
is Chief Executive of iimia Investment Group plc and is also non-executive
Director of iimia Investment Trust plc. We believe his experience and
knowledge of the financial services sector will be of considerable value to
the Board.
Dividend
The Directors expect that any returns for shareholders will derive
primarily from the capital appreciation of the Ordinary shares rather than
from dividends. The Directors intend only to declare final dividends and then
to the extent necessary to maintain investment trust status. Accordingly the
Board does not intend to declare a final dividend to shareholders for the year
ended 30 June 2007.
AGM
The AGM for the Company will be held at 11.30am on 6 November 2007
at 111 Strand, London, WC2R OAG. In addition to the formal business of the
meeting, the Investment Manager will provide an update on the Company's
investment portfolio and answer any questions from Shareholders.
Discount management
The Board has a policy of active discount management.
Outlook
Recent volatility in the stock market has reinforced the need for
the Manager's selective and focused investment approach.
The performance of the Company over the last twelve months has
increased the Board's belief that there is a significant investment
opportunity in applying private equity techniques to public markets, an
opportunity that we will continue to exploit.
John Hodson
7 September 2007
INVESTMENT MANAGER'S REPORT
Portfolio Review
At 30 June 2007 Strategic Equity Capital had net assets of £82.8
million (113.9p per share) and was 104% invested with a portfolio of 27
companies. The investment strategy remained highly focused, with the top 10
holdings accounting for 65% of the portfolio at the end of the financial year.
As the Company has matured, the mix of activity has begun to move
from a focus on new investment to a more balanced mix of investment, execution
and realisation. We are beginning to see the benefit of the strategic,
operational and management initiatives which were put in place over the last
two years, leading to some material increases in the value of several
portfolio holdings. As a result, the net asset value of the Company increased
by 9.4% over the year.
A detailed review of the Company's investment activity over the
first six months of the period was presented in the interim report of 31
December 2006. The following comments relate to investment activity over the
first half of 2007.
Performance
A large number of portfolio companies have made a major positive
contribution to performance since 31 December 2006. The top five contributors
were Redstone, Mecom, Ora Capital, Vintage 1 and Spirent.
The Manager remains the largest shareholder of Redstone, a provider
of telecoms and IT solutions and is supporting an acquisition led growth
strategy. To date this strategy has worked well, with the company completing
the acquisition of Symphony Telecom and has subsequently won a number of major
contracts. As a result the share price of Redstone has continued to rise. A
similar strategy is being followed in the case of Mecom, where management is
successfully executing a roll-up of continental European newspaper publishers.
The Manager has stated that the Company will take stakes in private
companies where there is a clear intention to achieve public market status
within a reasonable time period. This strategy was adopted with Ora Capital,
where pre-IPO development capital was provided at 65 pence per share in March
2006. Ora was floated in April 2007 at a price of 120 pence. Its share price
has continued to rise and at 30 June 2007 was 148 pence.
The Company also has the capability to invest a limited amount in
private equity orientated investments where SVG's private equity expertise
leads the manager to believe that the investment returns will be of a high
level. Vintage 1, a collateralised fund of private equity funds, is an example
of this. The Company made a €3.0 million commitment to this fund, of which
€840,000 has been called. At 30 June 2007, the Company's investment in this
fund was valued at €2.3 million.
Spirent announced the conclusions of its strategic review following
the replacement of the board at an EGM called by shareholders in December
2006. The cost savings identified by the new board, along with the improving
outlook for the company, have led to a rally in the company's shares.
The other five meaningful contributors were Pinewood Shepperton,
which continued to appreciate as analysts highlighted the value of its
property portfolio; Intec, Renold and Thorntons, whose results statements
confirmed solid progress in their turnaround plans and finally Alpha Airports,
which received a takeover approach from Autogrill, a trade buyer.
There were three major negative contributors to performance over
the period; Communisis, SMG and Filtronic. Communisis has experienced a number
of board changes in the last 12 months and has undergone a strategic review
commenced by the new CEO, Steve Vaughan. Operating performance for the company
has been in line with expectations however the company has announced
significant impairment charges leading to a fall in its share price.
SMG completed its 100 day business review following the
restructuring of the board and appointment of Rob Woodward as CEO. The review
highlighted significant cost savings and a clear corporate strategy, however
the shares fell over concerns on the short term earnings outlook.
Finally Filtronic continue to suffer from market uncertainty
surrounding the medium term strategy for the group. We believe the company is
working through its disposal and restructuring programme in an orderly
fashion.
Top 10 holdings
A summary of the top 10 investments, which represent approximately
67% of net assets is given below:
Company Sector Cost Valuation % of % of net
classification invested assets
£'000 £'000 portfolio
Redstone Telecoms 6,949 12,574 14.6 15.2
Pinewood Media 4,849 7,208 8.4 8.7
Shepperton
Melrose Industrial 4,929 5,798 6.7 7.0
engineering
Evolution Investment 5,155 4,752 5.5 5.7
Group services
Spirent Telecoms 3,531 4,732 5.5 5.7
Cardpoint Support 4,286 4,600 5.3 5.6
services
Mecom Group Media 2,648 4,523 5.3 5.5
Renold Industrials 3,125 3,895 4.5 4.7
Intec Telecoms 2,962 3,783 4.4 4.6
Telecom
System
Thorntons Retail 3,137 3,705 4.3 4.5
New investments
It is part of the Manager's strategy to make small "toe-hold"
investments in companies where doing so may aid due diligence or open up the
possibility of participating in, or leading future corporate activity. Since
the interim results the Company has made eight such toe-hold investments. In
aggregate, they represented 8.8% of the invested portfolio at the year end.
Finally, in June 2007 the Company made a small additional investment in
Watermark by participating in the issue of 15.5% secured convertible bonds as
part of a broader refinancing arranged by SVG. In July 2006 the value of
Watermark's shares had fallen, following a profits warning and the termination
of takeover talks. This had a significant impact on the Company's NAV.
Subsequently Graham Bird, a fund manager of SVG's Public Equity Team, was
appointed as a non-executive Director. Wholesale changes were also made to
Watermark's management team to coincide with the refinancing.
Realisations
Since the publication of the interim report there have been three
disposals; Computer Software Group, Alpha Airports and Hampson.
The Company was building a stake in Computer Software Group ("CSG")
when the group was approached by a private equity buyer, who made a takeover
offer for the group at a significant premium. The Manager believed that CSG
was materially undervalued, and that corporate engagement could lead to a
significant increase in shareholder value. Given the widespread shareholder
support for the private equity offer, the stake was realised for a multiple of
1.3x cost over four months.
Alpha Airports was sold following an approach for the group by
Autogrill Spa, a trade buyer. The Manager had been encouraging management to
create value by separating the retail and aircraft servicing sides of the
business, however in our opinion Autogrill's offer represented fair value for
the business and the Company's position was sold at a multiple of 1.5x cost
and an IRR of 47%.
The Manager has been an investor in Hampson since early 2004 and
contributed significantly to the development of the company in subsequent
years through the provision of growth capital, helping the company to
quadruple its market value from under £30 million to over £120 million. It is
the Manager's belief that this development stage is now largely complete and
that Hampson no longer fitted the Company's mandate of investing in companies
benefiting from strategic, operational or management initiatives. The strategy
enacted by Hampson's management has created substantial value for shareholders
and the Manager wishes the team further success in the future. The holding was
sold for a 1.2x multiple of cost, and an IRR of 18%.
Outlook
Recent figures for M&A activity showed there were over 400 European
private equity deals representing over €50 billion of invested capital over
the first quarter of 2007, a 26% increase on the prior year. The average size
of private equity deals also continued to increase, exceeding US$400 million
for the first time. The focus of private equity investors targeting larger
companies may increase the number of opportunities for the Manager to apply
private equity techniques to smaller companies which should remain publicly
quoted.
Interestingly, 33% of UK buyouts in the first quarter of 2007 were
led by non-private equity players such as hedge funds and high net worth
individuals. We expect this blurring of private equity style activity to
continue and believe SVG's Public Equity Team will be in the forefront of this
change.
SVG Investment Managers Limited
7 September 2007
All statements of opinion and/or belief contained in this Investment Manager's
report and all views expressed and all projections, forecasts or statements
relating to expectations regarding future events or the possible future
performance of the Company represent SVG Investment Managers Limited's own
assessment and interpretation of information available to it as the date of
this report. As a result of various risks and uncertainties, actual events or
results may differ materially from such statements, views, projections or
forecasts. No representation is made or assurance given that such statements,
views, projections or forecasts are correct or that the objectives of the
Company will be achieved.
The Directors announce the unaudited statement of results for the year ended
30 June 2007 as follows:
Income statement
for the year ended 30 June 2007
Year ended 30 June Period ended 30 June
2007 2006*
Revenue return Capital return Total Revenue return Capital return Total
£'000 £'000 £'000 £'000 £'000 £'000
Investments
Gains on investments at fair value through profit
or loss - 10,558 10,558 - 2,839 2,839
Net investment result - 10,558 10,558 - 2,839 2,839
Income
Dividends 866 - 866 569 - 569
Interest 426 - 426 1,788 - 1,788
Underwriting commission 7 - 7 2 - 2
Total income 1,299 - 1,299 2,359 - 2,359
Expenses
Investment Manager's fee (892) - (892) (595) - (595)
Investment Manager's incentive fee - (2,596) (2,596) - - -
Other expenses (297) (40) (337) (280) - (280)
Total expenses (1,189) (2,636) (3,825) (875) - (875)
Net return before finance costs and taxation 110 7,922 8,032 1,484 2,839 4,323
Finance Costs
Interest Payable (4) - (4) - - -
Total finance costs (4) - (4) - - -
Net return before taxation 106 7,922 8,028 1,484 2,839 4,323
Taxation 17 - 17 (274) - (274)
Net return after taxation for the period 123 7,922 8,045 1,210 2,839 4,049
Return per Ordinary share pence pence pence pence pence pence
Basic 0.17 10.91 11.08 1.68 3.94 5.62
The total column of this statement is the profit and loss account of the
Company. The supplementary revenue and capital return columns are both
prepared under guidance published by the Association of Investment Companies.
All items in the above statement derive from continuing operations. No
operations were acquired or discontinued during the period.
* Period ended 30 June 2006 relates to the period from 20 July 2005 to 30 June
2006.
Statement of changes in equity
for the year ended 30 June 2007
Share Capital Capital
Share premium Special reserve reserve Revenue
capital account reserve realised unrealised reserve Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
For the year to 30 June 2007
1 July 2006 7,262 2,042 62,282 383 2,456 1,198 75,623
Return for the period - - - 3,170 4,752 123 8,045
Dividend paid - - - - - (944) (944)
Write back of share issue expenses - 28 - - - - 28
30 June 2007 7,262 2,070 62,282 3,553 7,208 377 82,752
For the period ended 30 June 2006
20 July 2005 7,040 62,282 - - - (12) 69,310
Return for the period - - - 383 2,456 1,210 4,049
Transfer to special reserve - (62,282) 62,282 - - - -
Issue of share capital 222 2,042 - - - - 2,264
30 June 2006 7,262 2,042 62,282 383 2,456 1,198 75,623
Balance sheet
as at 30 June 2007
30 June 30 June
2007 2006
£'000 £'000
Non-current assets
Fair value through profit or loss investments
- Investments 86,100 55,022
Current assets
Other receivables 640 989
Cash and cash equivalents 918 20,458
1,558 21,447
Total assets 87,658 76,469
Current liabilities
Other payables 4,906 846
4,906 846
Total assets less current liabilities 82,752 75,623
Net assets 82,752 75,623
Capital and reserves:
Share capital 7,262 7,262
Share premium account 2,070 2,042
Special reserve 62,282 62,282
Capital reserve 10,761 2,839
Revenue reserve 377 1,198
Total shareholders' equity 82,752 75,623
Net asset value per share pence pence
Basic and diluted 113.94 104.13
Shares in issue number number
Ordinary shares in issue 72,626,000 72,626,000
Statement of cash flows
for the year ended 30 June 2007
Year ended Period ended
30 June 2007 30 June 2006
£'000 £'000
Operating activities
Net return before tax 8,028 4,323
Adjustment for gains on investments (10,518) (2,839)
Operating cashflows before movements in working capital (2,490) 1,484
Decrease/(increase) in receivables 218 (250)
Increase in payables 2,631 245
Tax paid (282) -
Purchases of portfolio investments (41,236) (59,885)
Sales of portfolio investments 21,535 7,250
Net cash outflow from operating activities (19,624) (51,156)
Financing activities
Equity dividends paid (944) -
Drawdown of revolving credit facility 1,000 -
Writeback of share issue expenses 28 -
Redemption of redeemable shares - (50)
Proceeds of ordinary share issue - 71,614
Net cash inflow from financing activities 84 71,564
(Decrease)/ increase in cash and cash equivalents for period (19,540) 20,408
Cash and cash equivalents at start of the year 20,458 50
Cash and cash equivalents at 30 June 2007 918 20,458
1 General information
The financial information contained in this announcement does not constitute
statutory financial statements as defined in Section 240 of the Companies Act
1985. The financial information is unaudited and has been prepared on the
basis of the accounting policies set out in the statutory financial statements
for the year ended 30 June 2006, which contained an unqualified auditors'
report and have been lodged with the Registrar of Companies and did not
contain a statement required under Section 237(2) or (3) of the Companies Act
1985. Statutory financial statements for the year ended 30 June 2007 have not
yet been approved, audited or filed and will be delivered to the Registrar of
Companies following the Annual General Meeting.