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.
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