Final Results

Dunedin Enterprise Inv Trust PLC 14 June 2001 14 June 2001 DUNEDIN ENTERPRISE INVESTMENT TRUST PRELIMINARY RESULTS FOR YEAR ENDED 30 APRIL 2001 FOUNDATIONS LAID FOR STRONG GROWTH Dunedin Enterprise Investment Trust PLC specialises in the provision of equity finance for management buyouts, management buyins and growing businesses. The Trust is managed by Dunedin Capital Partners Limited, the independent Edinburgh-based private equity house that was one of the leading investors in the £5 - 25 million buyout market in 2000. * Record new investment for the year of £38.1 million * Total realisations of £11.5 million with the sale of Golden Wonder Holdings Limited raising £7.4 million * Profit after tax increased by 9.5% to £3.27 million (2000: £2.99 million) * Dividends increased by 10.8% with a total dividend for the year of 12.85 pence * Net assets down 12.6% to £86.5 million (2000: £99.0 million) * Successful bid for Group Trust plc * Merged group provides: - more diversified portfolio; - larger shareholder base; - net assets of £116 million Edward Dawnay, Chairman of Dunedin Enterprise, commented on the results: 'It has been a year of mixed fortunes. The drop in net asset value is disappointing but Dunedin Enterprise has had its most active period of investment in its history. It has added seven new companies to the portfolio and has the laid the foundations for solid growth in the years ahead. The acquisition of Group Trust is a milestone for Dunedin Enterprise - increasing the asset base of the Trust will enable us to invest in a wider spread of companies. A number of new investments and sales are currently being evaluated and a better year is expected.' Investments In a very active year, investments totalling a record £38.1 million were made. Subsequent to the year end, the bid for Group Trust plc ('Group Trust'), which was announced on 9 April 2001, was successfully concluded. A record £31.6 million was invested in seven new businesses while a further £ 6.4 million was invested in existing companies. The new investments were in the £15 million management buyin/buyout of Ehrmanns Holdings Limited; the £15 million acquisition of Greenway Holdings plc by OSS Group Limited; the £60 million management buyout of Davenham Group Holdings Limited; the £14 million management buyout of Blaze Signs International Limited; the £17 million management buyout of Letts Holdings Limited; the £12 million management buyout of CRT Displays Group Limited; and the £6 million management buyin of Goals Soccer Centres Limited. Results Adverse trading in some of the portfolio companies resulted in the first reduction in net asset value since l993. Net assets fell by 12.6% from £99.0 million to £86.5 million. The merger with Group Trust will, however, have the effect of increasing Dunedin Enterprise's net assets from £86.5 million to £ 116 million. The merger will provide a more diversified portfolio and a larger shareholder base. The Board was delighted that the transaction received an overwhelming 96.85% acceptances by the first closing date. Total realisations over the year amounted to £11.5 million, the most significant sale being that of Golden Wonder Holdings Limited which raised £ 7.4 million representing £1.9 million over valuation and £5.4 million over the original cost of the investment, giving an annual internal rate of return of 38.5%. Profit after taxation increased from £2.99 million to £3.27 million, an increase of 9.5%. Dividends increased by 10.8%, giving a total of 12.85p for the year. The dividend has increased every year since 1993 and the increase over this period has been 221.25%. For further information please contact: Brian Finlayson Dunedin Capital Partners Limited 0131 225 6699 CHAIRMAN'S STATEMENT The year under review has been one of mixed fortunes. Adverse trading in some of the portfolio companies resulted in the first reduction in net asset value since l993. Conversely, investments totalling £38.1 million were made during the year. Subsequent to the year end, the bid for Group Trust plc ('Group Trust') announced on 9 April 2001 was successfully concluded. This has the effect of increasing Dunedin Enterprise's net assets from £86.5 million to £116 million. The merger with Group Trust will provide a more diversified portfolio and a larger shareholder base and will, I believe, be beneficial to shareholders in both companies. I warmly welcome Group Trust shareholders as shareholders of Dunedin Enterprise. Results and Dividend Net assets fell by 12.6% from £99.0 million at 30 April 2000 to £86.5 million at 30 April 2001. The reported asset value at 31 March 2001, issued in connection with the Group Trust transaction, was £91.5 million. The reduction in valuation over the past month results from a further provision for the investment in UniPoly S.A. of £1.5 million, a reduction in the value of quoted holdings of £1.1 million and a provision for the final dividend of £2.4 million. Total realisations amounted to £11.5 million, the most significant sale being that of Golden Wonder Holdings Limited which raised £7.4 million representing £1.9 million over valuation and £5.4 million over the original cost of the investment, giving an annual internal rate of return ('IRR') of 38.5%. Reductions in value for the year totalled £18.9 million. As at 31 March 2001, shareholders were informed of reductions in the value of three investments: Motherwell Bridge Holdings Limited, UniPoly S.A. and LDV Limited. At that date a provision of £4.5 million was made against the investment in UniPoly S.A.. At 30 April 2001, a further provision of £1.5 million was made against the balance of the investment, representing the total cost of the investment. This provision is required as current trading at the company is proving difficult. Over the year there was a reduction in the value of listed holdings amounting to £3.8 million. These provisions and reductions are by no means representative of the performance of the majority of the portfolio which continues to perform well. Profit after taxation increased from £2.99 million to £3.27 million, an increase of 9.5%. Your board declared an interim dividend of 2.85p per ordinary share in December 2000 and a final payment of 10.0p is proposed, giving a total of 12.85p for the year. This compares to a total payment of 11.6p for last year and represents an increase of 10.8% over the year. The dividend has increased every year since 1993 and the increase over this period has been 221.25%. However, as I warned last year, as a result of the nature of the investments which Dunedin Enterprise makes, income can fluctuate and the recent dividend record should not be taken as a guide for the future. However, on current evidence, the dividend will be at least maintained this year. Investment Activity Notwithstanding the mixed performance on the stock market, the private equity market continues to outperform other asset classes. Deal flow in the medium sized deal market in which Dunedin Enterprise operates, returned to the high levels experienced in 1998 and prices firmed as debt financing became harder to arrange. The year under review was by far the most active in Dunedin Enterprise's history. Seven new investments were made at a total cost of £31.6m and an additional £6.4m was invested in existing companies. These new investments are performing satisfactorily and should contribute materially to a growth in asset value over the next few years. Outlook The acquisition of Group Trust is a milestone for Dunedin Enterprise. Increasing the asset base of the Trust will enable your managers to invest in a wider spread of companies. The enlarged company will now have the capacity for further judicious gearing. Your board considers that gearing can enhance its performance and it is quite likely that net borrowings, which stood at £8.5 million at the year end, will increase in the current year as new investments are made. The majority of portfolio companies continue to perform satisfactorily and the investments made during the course of the last year should begin to show through in performance terms in the current year. A number of new investments and sales are being evaluated and a better year is expected. Shareholders Your board is very conscious of the loyalty of its shareholders, which now number 5,500. It has actively encouraged both institutional and private investors and they hold respectively 60% and 40% of the equity. An active savings scheme is run on behalf of the company by Edinburgh Fund Managers plc, details of which are contained in the Report and Accounts. Following the acquisition of Group Trust, an additional 400 shareholders will be added. The Annual General Meeting will take place at 12 noon on 22 August 2001 in Saltire Court in Edinburgh. The directors and managers look forward to meeting you then. Edward Dawnay, Chairman 13 June 2001 MANAGER'S REVIEW There were a number of major features in the year to 30 April 2001. In performance terms the year was adversely affected by the write downs referred to below. Net assets fell from £99.0 million to £86.5 million in the year. The total return to shareholders for the year was -10.0% and over five years 70.9 % compared with equivalent movements of -0.9% and 57.8% in the FTSE Small Cap Index (excluding investment companies). There were some useful gains throughout the portfolio including a number of realisations but the main feature in performance terms was the substantial write-down in UniPoly S.A. and the listed holdings in particular. On a more positive note it was a very active year for new investment. Asset Value Reduction The asset value performance can be summarised as follows. £'m Net assets at 30 April 2000 99.0 Unrealised value decreases (18.9) Unrealised value increases 6.1 Realised profit over opening valuation 2.3 Share repurchase, management fee charged to capital, interest charged to capital less retained profit for year (2.0) Net assets at 30 April 2001 86.5 The net asset value above compares to a net asset value at 31 March 2001 of £ 91.5 million. The reduction in valuation results from a further provision for the investment in UniPoly S.A. of £1.5 million as referred to below, a reduction in the value of quoted holdings of £1.1 million and a provision for the final dividend of £2.4 million. Unrealised Value Decreases Value decreases amounted to £18.9 million. In summary the decreases are as follows:- Company Cost Valuation at Valuation at Reduction in £'000 30 April 2000 30 April 2001 Value £'000 £'000 £'000 UniPoly S.A. 5,998 5,998 - 5,998 Blacks Leisure 99 4,578 2,328 2,250 Group plc (listed) Legal & General 3,849 5,246 3,028 2,218 Partnership Funds LDV Limited 168 2,003 - 2,003 Tally GmbH 1,118 1,911 327 1,584 Motherwell 1,826 5,005 3,600 1,405 Bridge Holdings Limited Latchways plc 180 8,820 7,612 1,208 (listed) Documedia Limited 5,167 4,167 3,000 1,167 Speciality 943 500 - 500 Chemical Holdings Limited Deep-Sea Leisure 697 886 522 364 PLC (listed) Others 2,019 4,786 4,632 154 22,064 43,900 25,049 18,851 Clearly, the most disappointing performance was in relation to UniPoly S.A., your company's worst investment to date, where a full provision has been made against the investment. An investment was also held through the Legal & General Partnership Funds and £0.8 million of the reduction here also relates to UniPoly S.A.. The UniPoly S.A. investment was made in 1997 and was a £620 million MBO of the polymer and building products division of BTR plc. The investment has failed to perform up to expectations for a number of years but there has been an acute underperformance recently. While the board had already made a substantial provision against the investment at 31 March 2001, on review and in light of current trading, it was felt prudent to make a full provision now. Blacks Leisure Group plc, which is listed on The Stock Exchange, has reported a poor trading performance over the past 12 months, compounded recently by the foot and mouth crisis, which is reflected in its share price performance. However, following recent share price strength, the entire shareholding has now been sold for a consideration of £2.7 million, an uplift on the valuation at 30 April 2001 of £367,000. A full provision against the investment in LDV Limited has been made. The original investment of £1 million was made in 1993 as part of a £6.5 million equity investment in the MBO of LDV Limited. The company's early record was good and some £2.7 million has been returned to Dunedin Enterprise in dividends together with £0.9 million in capital payments. Trouble at Daewoo, LDV Limited's partner in Korea, has resulted in uncertainty. A full provision has therefore been made. To date the investment has given Dunedin Enterprise an IRR of 62.9%. The reduction in the value of the investment in Tally GmbH reflects poor trading during 2000. A stronger performance is expected in 2001 following major rationalisation. An investment was first made in Motherwell Bridge Holdings Limited in 1979. Total capital returns to date, representing Motherwell Information Systems, amount to £3.1 million. Whilst the business has substantially changed over recent years, the trading performance for the past five years has been disappointing and, following particular problems in the last 12 months, a further write-down has been made. A new chairman has recently been appointed with the support of the institutional shareholders and an improvement in the performance of this investment is anticipated. The share price of Latchways plc has fallen during the period, although, as recorded below, some shares were sold at a substantial profit. The reduction in the valuation of Documedia Limited reflects caution. The company is building up its infrastructure which has resulted in short term underperformance. Realisations There was one major realisation during the period and a number of smaller realisations as follows:- Company Cost Valuation At Proceeds Uplift Profit £'000 30 April 2000 Received Over Over Cost £'000 £'000 Value £'000 £'000 Golden Wonder 1,995 5,499 7,410 1,911 5,415 Holdings Limited Latchways plc 34 1,687 1,955 268 1,921 Clyde Valley 72 50 150 100 78 Control Systems Limited SEEL Limited 349 698 716 18 367 Miscellaneous 1,387 1,309 1,314 5 (73) _____ _____ ______ _____ ____ 3,837 9,243 11,545 2,302 7,708 The major realisation during the period was the sale of Golden Wonder Holdings Limited, the snack and crisp manufacturer. As detailed above an investment of £2 million was made in 1996 and the realisation resulted in proceeds being received of £7.4 million, a profit of £5.4 million over its original cost and an increase of £1.9 million over its valuation at 30 April 2000. The IRR on this investment was 38.5%. Advantage was taken of share price strength by realising part of the investment in Latchways plc. The profit over cost is particularly impressive. SEEL Limited and Clyde Valley Control Systems Limited were long-standing investments which were both sold at a profit over cost and recent value. Unrealised Value Increases There were unrealised value increases in eleven companies totalling £6.1 million. The largest increase was in respect of John Wood Group PLC amounting to £2.0 million and reflects much better trading in 2000. New Investment Investments of £38.1 million were made during the year which represents a record for your company. These investments also represent 35% of gross assets at 30 April 2001. The investments can be broken down as follows:- Investment Type of Investment £'000 New Companies: Goals Soccer Centres Limited 5,930 MBI OSS Group Limited 5,168 Acquisition Davenham Group Holdings Limited 4,960 MBO Ehrmanns Holdings Limited 4,940 MBI/MBO Blaze Signs International Limited 3,801 MBO CRT Displays Group Limited 3,769 MBO Letts Holdings Limited 3,069 MBO Additions to existing investments: John Wood Group PLC 2,561 Deep-Sea Leisure PLC 550 Limited Partnerships 3,310 38,058 Two of the new investments, Ehrmanns Holdings Limited and OSS Group Limited were made shortly after the year end last year and were referred to in the 2000 Annual Report. The other five new investments are as follows: Dunedin Enterprise invested £5.0 million to support the £60 million management buyout of Davenham Group Holdings Limited. Davenham is a provider of niche, short-term lending products to growing businesses throughout the UK. It has particular expertise in trade finance, short-term property lending, leasing of specialised equipment and debt factoring. In the year to 30 June 2000, Davenham Group PLC had sales of £6.5 million, net profit after tax of £2.1 million and employed 39 people at its offices in Manchester. Dunedin Enterprise supported the £14 million management buyout of Blaze Signs International Limited with a £3.8 million investment. Founded in 1981, it manufactures, distributes and installs signs for blue chip retailers including Halfords, Virgin, Warner Village, HSBC, Halifax, Yamaha and Arcadia. Last year Blaze Group Holdings Limited had a turnover of £13 million and an operating profit of £1.5 million. It employs 190 staff at its factories in Broadstairs in Kent and Birmingham. Dunedin Enterprise invested £3.1 million to support the £17.3 million management buyout of Letts Holding Limited. Letts supplies desk and pocket diaries to retailers, wholesalers and a wide range of corporate customers, including the Financial Times. New product development includes the launch of the Letts Calendar Companion, a CD ROM which allows users of electronic organisers to download a wide range of important dates such as bank holidays, national events and sporting fixtures. Letts has annual sales of £25 million and employs 400 staff on the outskirts of Edinburgh. Around one fifth of its sales come from overseas, with exports to over 75 countries. Dunedin Enterprise invested £3.8 million to support the £12.5 million management buyout of CRT Displays Group Limited. CRT is one of the UK's leading distributors of computer-compatible projectors and audiovisual equipment and is the fastest growing distributor in the display systems marketplace. CRT distributes a range of computer projectors manufactured by three brand leaders; Epson, Sony and Sharp. The company has recently obtained distribution rights to sell Fujitsu Plasma Display units, the brand leaders in a market expected to double in size in the next twelve months. In the year to 31 January 2000, the company had sales of £14.7 million, operating profit of £ 1.2 million and employed 37 staff in its offices in Glasgow and Bramley, Surrey. Dunedin Enterprise invested £5.9 million to support the management buyin of Goals Soccer Centres Limited, a five aside football business. Goals is the second largest five aside football operator in the United Kingdom and currently has five sites in Aberdeen, Shawlands and Clydebank in Glasgow, and Wembley and Dagenham in London. It is intended to increase the operation to 15 sites. In 2000, Goals had a turnover of £1.7 million. In addition to the above, a further £5.0 million was invested in six portfolio companies. The most significant investment of £2.6 million was to support John Wood Group PLC's US$ 112 million acquisition of Houston based Mustang Oil Inc. In the year to 31 December 2000, the Wood Group had sales of US$ 1,062 million and made an operating profit of US$ 23.8 million. Your chairman, in his statement in the last Annual Report, referred to investment in technology companies. Whilst the froth has come off some of the more unsustainable valuations in the sector, your board consider that a modest exposure to this high-growth part of the economy is appropriate and may provide opportunities for attractive investments in the future. Consequently, commitments have been made to four specialist technology funds. A £2 million commitment was made to the First Cambridge Gateway Fund which will invest in companies, principally in the East Anglian region, in the communications, information technology and life sciences sectors. A I5 million commitment was made to Add One L.P., based in London, which will invest in high growth companies in the information technology and communications sectors. The fund has a pan-European focus with particular emphasis on the UK, Germany, France and Scandinavia. A I2 million commitment was made to London-based Alta Berkeley VI C.V. which will invest in companies in the communications, information technology, media and healthcare sectors across Europe. A £2 million commitment was made to the London-based Advent Private Equity Fund III. This will invest in the information technology, communications and healthcare sectors, principally in the UK. Your company's commitment to these funds totalled £8.3 million at 30 April 2001, equating to a potential commitment of 8.0% of gross assets. At that date, only £1.2 million had been drawn down, representing 1.1% of gross assets. Your board also committed £7 million to the Dunedin Buyout Fund L.P. which at first closing raised £45 million. This fund will invest alongside Dunedin Enterprise on new investments to enable Dunedin Enterprise and the fund to take controlling interests in companies which Dunedin Enterprise cannot do on its own. The seven new investments are all UK based and are all transactions your managers led. Your company is the only institutional investor and in each case owns a significant part of the company. The investments are also in your company's target investment criteria of either MBO/MBI's or acquisition finance. All the companies are trading satisfactorily and the managers are optimistic that these investments will add considerable value to your company in due course. Borrowing Facilities As set out in the Chairman's Statement the company has net borrowings of £8.5 million. Your company is merging with Group Trust which will increase the total assets of your company. Once this transaction concludes, a review of the borrowing facilities available to your company will be carried out. Borrowings can enhance performance if sound investments are made. Dunedin Capital Partners Limited 13 June 2001 DUNEDIN ENTERPRISE INVESTMENT TRUST PLC PRELIMINARY RESULTS FOR THE YEAR ENDED 30 APRIL 2001 CONSOLIDATED BALANCE SHEET 2001 2000 £ £ Investments 96,589,487 80,516,996 Net current assets 4,884,905 33,484,978 Total assets less current liabilities 101,474,392 114,001,974 Creditors due after more than one year (15,000,000) (15,000,000) Net assets 86,474,392 99,001,974 Net asset value per ordinary share 362.2p 414.3p CONSOLIDATED STATEMENT OF TOTAL RETURN 2001 2000 £ £ £ £ £ £ Revenue Capital Total Revenue Capital Total Gains on - (10,440,617)(10,440,617) - 10,156,048 10,156,048 investments Income 5,128,260 - 5,128,260 4,457,659 - 4,457,659 Investment (1,030,887) (1,546,330) (2,577,217) (883,722) (1,325,583)(2,209,305) Management Fee Other (366,442) - (366,442) (435,100) (25,200) (460,300) expenses Net 3,730,931(11,986,947) (8,256,016) 3,138,837 8,805,265 11,944,102 return before finance costs and tax Interest (452,801) (679,202) (1,132,003) (22,979) (34,467) (57,446) payable and similar charges Return 3,278,130 (12,666,149) (9,388,019) 3,115,858 8,770,798 11,886,656 on ordinary activities before tax Taxation (9,437) 9,437 - (129,643) 129,643 - Return 3,268,693 (12,656,712) (9,388,019) 2,986,215 8,900,441 11,886,656 attributable to equity shareholders Dividends (3,068,257) - (3,068,257)(2,771,821) -(2,771,821) Transfer 200,436 (12,656,712)(12,456,276) 214,394 8,900,441 9,114,835 to reserves Return 13.7p (53.0p) (39.3p) 12.5p 37.2p 49.7p per ordinary share Notes 1. The directors recommend a final dividend of 10.0p per share for the year to 30 April 2001. If approved, the dividend will be paid on 24 August 2001 to shareholders on the register at close of business on 27 July 2001. The ex-dividend date is 25 July 2001. 2. The financial information for the year ended 30 April 2000 has been extracted from the annual report and accounts of the company which has been filed with the Registrar of Companies and on which the auditors' report was unqualified. The accounts have been prepared under the same accounting policies used for the year to 30 April 2000. 3. The statutory accounts for 2001 contain an unqualified audit report and will be delivered to the Registrar of Companies following the company's Annual General Meeting which will be held at the offices of Dundas & Wilson CS, Saltire Court, 20 Castle Terrace, Edinburgh, EH1 2EN on Wednesday 22 August 2001 at 12.30 p.m. 4. The statement of total return (incorporating the revenue account) and balance sheet set out above do not represent full accounts in accordance with Section 240 of the Companies Act 1985. The accounts have been prepared in accordance with the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies'. 5. The annual report will be posted to shareholders in July 2001 and copies will be available to members of the public at the Company's Registered Office, Napier House, 27 Thistle Street, Edinburgh EH2 1BT. TEN LARGEST INVESTMENTS The ten largest investments account for 58.2% of the total portfolio of Dunedin Enterprise as listed below: Approx. Percentage of percentage Cost of Directors' total portfolio of equity investment valuation at valuation Company name % £000 £000 % Latchways plc 19.1 180 7,613 7.9 John Wood Group PLC 1.0 3,793 6,610 6.8 C.G.I. International Limited 46.5 2,565 6,465 6.7 DeMure Limited 38.6 3,000 6,411 6.7 Goals Soccer Centres Limited 36.1 5,930 5,930 6.1 OSS Group Limited 27.9 5,168 5,168 5.4 Davenham Group Holdings Limited 48.6 4,960 4,960 5.1 Ehrmanns Holdings Limited 44.3 4,940 4,940 5.1 Thomson Brothers Limited 44.6 4,295 4,295 4.5 Blaze Signs International 40.8 3,801 3,801 3.9 Limited 38,632 56,193 58.2 'Approx. Percentage of equity' relates to the ordinary share capital of the relevant company and assumes full exercise of outstanding options, warrants and conversion rights. Notes to Editors 1. Dunedin Enterprise Investment Trust PLC floated in 1987 as Melville Street Investments. 2. Dunedin Enterprise Investment Trust PLC is managed by Dunedin Capital Partners Limited. Dunedin Capital Partners Limited is an independent private equity company owned by its directors. The company specialises in providing equity finance for management buy-outs, management buy-ins and growing businesses with a transaction size of £5 - 25 million. It operates throughout the United Kingdom from its headquarters in Edinburgh and offices in London. Dunedin Capital Partners is itself the result of a management buy-out which took place in 1996. The team has recently doubled in size after an active year in 2000. In May 2001, Dunedin Capital Partners announced it was raising a £75 million buyout fund. 3. Dunedin Enterprise Investment Trust PLC specialises in the provision of development capital and management buy-out finance to growing companies. The principal objective is the achievement of long term growth in its assets through capital gains from its investments.
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