Preliminary Results
Dunedin Enterprise Inv Trust PLC
8 June 2000
Contact: Ross Marshall Tel: 0131 225 6699 (business)
DUNEDIN ENTERPRISE INVESTMENT TRUST PLC
PRELIMINARY RESULTS FOR THE YEAR ENDED 30 APRIL 2000
Dunedin Enterprise Investment Trust specialises in the provision of equity
finance for management buy-outs, management buy-ins and growing businesses.
The company's primary objective is to achieve substantial long-term growth in
its assets through capital gains from its investments.
Highlights
Chairman Edward Dawnay said :
'Net assets rose to a record £99 million and, with the pace of investment
increasing, I anticipate the company will be fully invested by the end of the
current year.'
- Net assets at a record level of £99.0 million (1999: £89.9 million) a
10.1 % increase
- Total net dividend up 5.5% to 11.6 pence (1999: 11.0 pence)
- Portfolio highlights:
- The Outdoor Group Limited sold realising £12.4 million
- Scottish Highland Hotels plc sold realising £4.6 million
- Commitment of 10% of assets to technology sector
- Strong dealflow:
- Two investments made post year end totalling £10.1 million
- Number of other transactions in due diligence
- Intention to be fully invested by end of year
- Per share comparisons in year to end April 2000.
- Assets per share increased by 10.1% from 376.2p to 414.3p (FTSE
Small Cap Index excluding investment companies 23.6%).
- Total return per ordinary share 13.3% (FTSE Small Cap Index
excluding investment companies 27.0%).
- Per share comparisons over the five years to end April 2000.
- Assets per share increased by 99.7% (FTSE Small Cap Index excluding
investment companies 79.5%)
- Total return per ordinary share 131.8% (FTSE Small Cap Index excluding
investment companies 109.5%)
Chairman's Statement
Your board reports further progress with net assets increasing by 10.1% from
£89.9 million to £99.0 million, an increase of 38.1p per share. This combined
with a dividend of 11.6p per share, represents a total return to shareholders
of 13.3%. It was an active year for realisations at attractive prices but
less so for new investment. There has been something of a catch-up on new
investment in the new financial year. With good opportunities available, this
pace of investment is expected to increase and it is intended that your
company will be fully invested by the end of the year. This will lay the
foundations for future growth. I shall expand on this below.
Results
The total return to shareholders for the year was 13.3% and over five years
was 131.8%. In the year to 30 April 2000, net assets grew to a record level
of £99.0 million, equivalent to 414.3p per share. This represents an increase
over 1999 of 10.1% and over five years the increase equates to 99.7%. The
increase in net assets would have been 15.0% had it not been for write-downs
of £4.4 million, the bulk of which was represented by two investments.
Realisations
The year has been a particularly active one in relation to realisations. The
largest investment in the portfolio, The Outdoor Group Limited, was acquired
during the year by Blacks Leisure Group plc. The transaction, including
Blacks Leisure Group plc shares held at 30 April 2000, valued our interest at
£12.4 million, an uplift of 285% on the original investment of £3.2 million.
The other major realisation was the sale of Scottish Highland Hotels plc to
Paramount Hotels Investments Limited. Our investment, which cost £459,000,
realised £4.6 million, an uplift of 908%.
Cawoods of Northern Ireland Limited and The Medwyn Partnership Limited were
also disposed of. All these transactions are referred to in detail in the
Manager's Review.
New Investments
Investments of £1.15 million were made during the year in existing companies.
No new companies were added to the portfolio. This was due to a number of
factors. Firstly, your managers believed that price expectations for unquoted
companies were high and consequently, they concentrated on realising
investments rather than making new investments. A number of successful
realisations have been referred to earlier. Secondly, there was an 8%
reduction in buy-out activity generally in 1999 and consequently, the quality
of investment opportunities were not of a sufficiently high standard.
However, a significant number of investments were initiated during the year
and two of these, Ehrmanns Holdings Limited and OSS Group Limited, completed
after the year end. Ehrmanns Holdings Limited is one of the UK's five largest
independent wine importers and distributors. Your company contributed £4.9
million to the £12 million management buy-in/buy-out. OSS Group Limited
collects and recycles waste oil. This is a sector which is subject to
increasing environmental legislation and the enlarged OSS Group Limited is now
the UK market leader. Your company provided £5.2 million out of a total £15
million to acquire a publicly listed competitor, Greenway Holdings plc. A
number of other transactions of similar size are at an advanced stage and are
expected to close in the near future.
Investment in Technology Companies
You will be aware of the increasing importance of technology companies in the
UK and global economies and in all the major stock market indices. Your board
believes that your company should have an appropriate level of exposure to
this high growth sector of the economy. The focus of our managers has been
the MBO/MBI market in the UK. In this regard, the managers have been
successful in giving shareholders a very satisfactory return over a number of
years. The main focus of your company will not change but the board felt it
was appropriate to have a part of your company's resources committed to the
technology sector. Consequently, up to 10% of the fund will be invested in
technology companies. This is an extremely fast moving sector and your board
felt that the most appropriate way to invest in this area was through
technology funds which possess the specialist technology expertise,
fundamental to making successful investments in this sector. Commitments have
now been or are about to be made to three funds that specialise in this area.
This will give your company a broad spread in what is considered a higher risk
and potentially higher reward sector, where specialist technical knowledge is
essential.
Shareholders
My predecessor noted with some disappointment last year that the share price
had barely moved during the year to 30 April 1999. I am pleased to say that
there has been some improvement this year with the share price moving from
277 1/2p to 320 1/2p at the year end, an increase of 15.5%.
I am delighted to say that during the year your company entered the FTSE All
Share Index. This is a reflection of the growth in the value of the company.
It was noted last year that we had decided to participate in The Association
of Investment Trust Companies Campaign which is aimed at providing greater
awareness of investment trusts as an investment vehicle. We believe this
campaign has been successful and will continue to support it in the current
year.
At the Annual General Meeting last year the company took power to purchase its
own shares in the market. These powers were not utilised in the year as the
demand for shares was sufficient to meet supply available. The board, will
however, keep this matter under close review.
Income and Dividends
Profit after taxation increased from £2.73 million to £2.99 million, an
increase of 9.4%. Your board declared an interim dividend of 2.6p per
ordinary share in December 1999 and a final dividend payment of 9.0p per share
is proposed, giving a total of 11.6p for the year. This compares to a total
payment of 11.0p for last year and represents an increase of 5.5% over the
year.
The dividend has increased every year since 1993 and the increase over this
period has been 190%. My predecessor consistently warned that, as a result of
the nature of the investments we make, income can fluctuate and the recent
dividend record should not be taken as a guide for the future. However, on
current evidence, the dividend does not look under threat in the current year.
Borrowings
At 30 April 1999 the company was fully invested. Following the substantial
realisations during the year referred to above and the modest amount of new
investment, there was substantial cash on deposit at the year end. Your board
was aware that the flow of potential investment opportunities had risen
markedly in the first quarter of 2000 and a number of transactions had closed,
and were due to close, in the second quarter. In order to finance this
investment activity, your company has drawn down a £15 million, ten year term
loan facility with Bank of Scotland. At 30 April 2000, this provided cash
resources of £34.8 million to meet fresh investment opportunities. As
previously identified, £10.1 million of this has already been invested in two
new companies. Further investments are at an advanced stage and it is
intended that, as far as practical, the company will be fully invested at the
year end.
It will be noted that additionally the company has a £15 million overdraft
facility.
Outlook
In my first year as chairman I am delighted to have presided over a further
year of growth. I believe the portfolio is in a healthy state and expect to
see further growth in net assets during the year. New investment activity
after the year-end should lay the foundations of further asset growth in the
future.
Edward Dawnay, Chairman
7 June 2000
Manager's Review
In the year to 30 April 2000, net assets increased by 10.1% from £89.9 million
to £99.0 million. There were useful gains throughout the portfolio but
provisions were also made against investments which have not performed up to
expectations. The major feature of the year was the substantial cash inflow
from disposals amounting to £24.0 million while on the other hand new
investment was a modest £1.15 million. The latter consisted of additions to
existing investments and no new investments were made during the year.
However, a number of transactions which were initiated during the year
completed after the year-end and there are others at an advanced stage.
Realisations
There were a number of major realisations during the year including the
following:
Company Valuation Proceeds Uplift/reduct
Cost at 30 Received Over Over
April 1999 value value
£'000 £'000 £'000 £'000 £'000
The Outdoor Group 3,224 9,681 12,423* 2,742 9,199
Limited
Scottish Highland 459 2,973 4,628 1,655 4,169
Hotels plc
Cawoods Group
Limited 164 1,028 1,144 116 980
The Medwyn
Partnership Limited 3,100 2,000 2,000 - (1,100)
6,947 15,682 20,195 4,513 13,248
* The 'proceeds received' includes Blacks Leisure Group plc shares held at
30 April 2000 valued at £4.58 million and cash received of £7.84 million.
The major realisation was of the investment in The Outdoor Group Limited,
which was the largest investment by value in the portfolio at 30 April 1999.
The company was acquired by Blacks Leisure Group plc in December 1999. Your
company received cash of £7.84 million and shares in Blacks Leisure Group plc
which had a value at 30 April 2000 of £4.58 million giving a total
consideration of £12.42 million compared to a valuation at 30 April 1999 of
£9.68 million. This represented an uplift of 285% over cost and 28% over the
valuation at 30 April 1999.
Another important realisation was the sale of Scottish Highland Hotels plc to
Paramount Hotels Investment Limited. Your company received cash proceeds of
£4.63 million compared to a valuation at 30 April 1999 of £2.97 million and
original cost of £0.46 million. This represents an uplift of 908% over cost
and 56% over April 1999 valuation.
Cawoods of Northern Ireland Limited, which was a management buy-out in
November 1995, was sold realising £1.14 million, to give an uplift of 598%
over cost and 11% over April 1999 valuation. The investment in The Medwyn
Partnership Limited was also realised at a loss to its original cost. Your
company had already provided against the value of this investment at 30 April
1999 reflecting difficult trading. The £2 million cash proceeds received
equated to the revised valuation.
There was also some corporate activity within the investment portfolio.
Motherwell Bridge Holdings Limited sold one of its businesses and received
cash consideration, part of which was passed on to investors. Your company
received a consideration of £3.13 million. Another portfolio company, CPL
Industries Limited, underwent a substantial reorganisation and the majority of
your company's investment, £2.84 million, was repaid leaving a modest
investment.
The remaining realisation proceeds consisted of redemptions of preference
shares and loan stock by six portfolio companies totalling £1.86 million and
sale proceeds from a further four portfolio companies totalling £0.53 million.
New Investments
New investment of £1.15 million were made during the year which is well down
on recent years. No new investments were made during the period. As outlined
in the Chairman's Statement, this was due to a number of factors.
The market for buy-outs and buy-ins remained very competitive during the year
and your managers were not prepared to pay the premium prices required to win
auctions run by vendors advisers. Consequently, a great deal of time was
invested in research to identify potential sources of investment opportunities
which would not be subject to the auction process. We are pleased to report
that this has resulted in a strong dealflow and a number of new investments
being completed after the year end.
Another factor which affected new investment activity during the year was the
reduction in the number of buy-outs and buy-ins completed in our target market
of £5 million to £25 million transaction size. This fell by 8% from a peak of
159 in 1998 to 146 in 1999.
We are pleased to report that the research carried out during the year,
together with the growth in the size of the management team with the addition
of two executives, has led to an increased dealflow in the first quarter of
2000. This has resulted in the completion of a number of new investments
since the year end and these are commented on in more detail below.
A number of follow-on investments were made to existing portfolio companies
including a £0.37 million additional investment in Bluecrest Seafood Limited.
This followed the merging of Bluecrest with the seafood business of Youngs, a
subsidiary of United Biscuits plc, to form Youngs Bluecrest Seafood Limited.
This created a substantial company with a combined turnover of £300 million.
Progress to date is pleasing.
Asset Value Growth
The changes in asset value over the year are summarised in the table below.
£m
Net assets at 30 April 1999 89.9
Realised profit over opening valuation 3.4
Unrealised value increases 11.3
Unrealised value decreases (4.4)
Unrealised currency movements (0.2)
Management fee, borrowing costs and tax
charged to capital less retained profit (1.0)
Net assets at 30 April 2000 99.0
In addition to the increases in asset value resulting from realisations
discussed above, a number of other investments were written up in value. The
major increase was in C.G.I. International Limited, a specialist manufacturer
and distributor of fire resistant glass, an investment made in December 1998.
This management buy-out has performed ahead of expectations and the value of
the investment has increased by £3.5 million during the year. Your company's
largest investment is now Latchways plc, a listed company where the value of
your company's investment increased by £1.8 million during the year. The
revaluation change reflects a movement in the share price. The valuation of
Travel & General Holdings Limited has been increased by £1.2 million to
reflect strong trading. The valuation increases at Clee Hill Plant Holdings
Limited of £0.7 million and AIM Holdings Limited of £0.9 million also reflect
improved trading. Blacks Leisure Group plc and a further seven portfolio
companies contributed valuation increases totalling £3.2 million.
There were two major reductions in valuation. At 31 October, the valuation of
LDV Limited was reduced from £4.0 million to £3.0 million to reflect the
uncertainty surrounding Daewoo, LDV Limited's joint venture partner. The
valuation has been further reduced to £2.0 million at the year end as this
uncertainty continues. The valuation of Motherwell Bridge Holdings Limited
has been reduced from £9.1 million at 30 April 1999 to £5.0 million at 30
April 2000. £3.1 million of this reduction reflects cash paid back by the
company following the sale of one of its businesses, Motherwell Information
Systems Holdings Limited. The remaining businesses within Motherwell Bridge
Holdings Limited are comparatively new and we have valued the businesses
prudently resulting in a reduction in valuation of just under £1 million. A
further nine portfolio companies were decreased in valuation by £1.4 million.
New Investments made since the year end
The managers have been extremely active during the year. Although no new
investments were made during the financial year, a number of transactions
which have been actively worked on have now closed or are about to close.
These are all transactions which the managers have led and are in our target
market of MBO's and MBI's in medium sized companies in the UK.
There have been two investments made since 30 April 2000. Your company has
invested £4.9 million in the £12 million management buy-in/buy-out of Ehrmanns
Holdings Limited. Ehrmanns Holdings Limited, which is based in London, is one
of the UK's leading independent wine importers and distributors. It has sales
of £43 million and employs 49 people in London and Spain.
OSS Group Limited, which is based in Liverpool, is the UK market leader in
large volume waste oils collection, recycling and complementary industrial
services. Your company has provided £5.2 million, out of total funding of £15
million, to acquire Greenway Holdings plc a listed company in the same
business. The enlarged OSS Group Limited has sales of £31 million and employs
250 people around the UK.
Borrowing Facilities
At the year end it will be noted that the company had cash resources of £34.8
million compared with a net borrowings position at the same time last year.
The £34.8 million arose from realisations during the year augmented by the
drawdown of a £15 million term loan at the year end. The managers anticipate
substantial new investment going forward and felt it was important that
resources were put in place to finance this investment.
Outlook
The past year has been a busy one for realisations in the portfolio. The
current financial year has started with a number of substantial investments
being made and further investments are anticipated in the short term. These
investments will be financed from the cash resources of your company. Your
managers believe the portfolio of investments have good prospects and are
confident of further growth going forward.
Dunedin Capital Partners Limited
7 June 2000
DUNEDIN ENTERPRISE INVESTMENT TRUST PLC
PRELIMINARY RESULTS FOR THE YEAR ENDED 30 APRIL 2000
CONSOLIDATED BALANCE SHEET
2000 1999
£ £
Investments 80,516,996 93,190,556
Net current assets/
(liabilities) 33,484,978 (3,303,417)
Total assets less
current liabilities 114,001,974 89,887,139
liabilities
Creditors due after more
than one year (15,000,000) -
Net assets 99,001,974 89,887,139
Net asset value per
ordinary share 414.3p 376.2p
CONSOLIDATED STATEMENT OF TOTAL RETURN
2000 1999
£ £ £ £ £ £
Revenue Capital Total Revenue Capital Total
Gains on - 10,156,048 10,156,048 - 10,950,898 10,950,898
investments
Income 4,457,659 - 4,457,659 4,130,589 - 4,130,589
Investment (883,722) (1,325,583) (2,209,305)(764,521) (1,146,781)(1,911,302)
Management Fee
Other expenses(435,100) (25,200) (460,300) (386,996) - (386,996)
Net return
before finance
costs and tax 3,138,837 8,805,265 11,944,102 2,979,072 9,804,117 12,783,189
Interest payable
and similar
charges (22,979) (34,467) (57,446) - - -
Return on
ordinary
activities
before tax 3,115,858 8,770,798 11,886,656 2,979,072 9,804,117 12,783,189
Taxation (129,643) 129,643 - (248,332) 234,393 (13,939)
Return 2,986,215 8,900,441 11,886,656 2,730,740 10,038,510 12,769,250
attributable to
equity
shareholders
Dividends (2,771,821) - (2,771,821)(2,628,451) - (2,628,451)
Transfer to
reserves 214,394 8,900,441 9,114,835 102,289 10,038,510 10,140,799
Return per 12.5p 37.2p 49.7p 11.4p 42.0p 53.4p
ordinary share
Notes
1. The directors recommend a final dividend of 9.0p per share net for the
year to 30 April 2000. If approved, the dividend will be paid on 25
August 2000 to shareholders on the register at close of business on 28
July 2000. The ex-dividend date is 24 July 2000.
2. The financial information for the year ended 30 April 1999 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 1999 other than in
relation to the adoption of Financial Reporting Standard 16 'Current
Tax'. The figures for 1999 have been restated accordingly.
3. The statutory accounts for 2000 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 23 August 2000 at 12.30 pm.
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 2000 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 69.3% 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 22.8 214 10,507 13.0
DeMure Limited 38.6 3,000 6,411 8.0
C.G.I. International 49.4 2,565 6,027 7.5
Limited
UniPoly S.A. 2.0 5,998 5,998 7.4
Golden Wonder Holdings 6.9 1,995 5,499 6.8
Limited
Motherwell Bridge 13.3 1,826 5,005 6.2
Holdings Limited
Blacks Leisure Group 3.5 99 4,578 5.7
plc
Prism Group Limited 49.4 5,167 4,167 5.2
Travel & General 25.9 365 4,074 5.1
Holdings Limited
Thomson Brothers 44.6 3,535 3,535 4.4
Limited
24,764 55,801 69.3
'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. On 2 July 1996, the management team of Dunedin Capital
Partners Limited bought out the company for a consideration of £1.272
million from Edinburgh Fund Managers Group plc with minority support from
Legal & General Ventures Limited. The company specialises in providing
equity finance for IBO's, MBO's, MBI's and acquisitions with a transaction
size of £5 million and more throughout the UK.
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.