Interim Results

Bear Stearns Private Equity Limited 30 March 2007 Bear Stearns Private Equity Limited 30 March 2007 Interim Results for period ended 31 December 2006 Chairman's Statement I am pleased to announce that Bear Stearns Private Equity Limited ('BSPEL' or the 'Company') continued to produce positive returns for the six months ended 31 December 2006. A robust private equity market, along with continued benefit from distribution activity and valuation uplifts among many of BSPEL's limited partnership interests, have resulted in the Company's strongest six-month performance to date. Equity Share net asset value ('NAV') rose 21.8% from $1.19 per share as at 30 June 2006 to $1.45 per share. Since inception on 30 June 2005, BSPEL's NAV per Equity Share has grown 42.2%, representing an average annual return of 26.4%. Over the six-month period ending 31 December 2006, the price per Equity Share traded below reported NAV, averaging a 4.7% discount. The share price surpassed the Equity Share at the end of the period, closing at $1.27 per share versus a reported NAV of $1.26 per share. The NAV of the Zero Dividend Preference ('ZDP') Share has increased 11.2% since inception, and continues to trade at a slight premium to accreted value. For the six months ended 31 December 2006, BSPEL's cash-flow activity has been very balanced. The private equity portfolio called capital of approximately $17.4 million versus producing $14.9 million of distributions, resulting in a net outflow of $2.5 million. Investment Activity The six-month period witnessed a high level of investment activity. The Company purchased interests in eleven private equity funds and made two co-investments. These investments represented total commitments of $62.1 million. As a result of these new investments and the overall investment activity of the existing portfolio, BSPEL's private equity NAV grew from $89.8 million to $159.9 million, while total assets increased from $163.6 million to $192.5 million. As of 31 December 2006, private equity comprised approximately 83% of the portfolio. Secondary Commitments During the six months ended 31 December 2006, BSPEL committed $43.5 million to eight private equity secondary interests. These investments, which were approximately 80% funded at purchase, are consistent with BSPEL's emphasis on investing in seasoned assets that provide the potential for both near-term cash distributions as well as long-term NAV appreciation. The majority of these investments were in pan-European funds with a broad industry focus. Six of the funds follow buyout strategies, with the remaining two funds investing in venture and special situations, respectively. Primary Commitments BSPEL committed $14.5 million to three primary funds. Though the Company prefers to commit capital to funded assets, it will on occasion consider primary fund investments that are bundled with secondary acquisitions. These three primary fund commitments were made alongside secondary purchases, and include global funds that invest primarily in Europe. Two of these commitments were made to buyout strategy funds, and the remaining commitment was made to a special situations fund. Co-Investments BSPEL made its third and fourth co-investment during the six months ended 31 December 2006. BSPEL invested alongside Penta Capital and Graphite Capital in the leveraged buyout of a United Kingdom retail company, Penta Maldini LP. BSPEL's other co-investment was in Freescale Semiconductor, the world's tenth largest chipmaker. This investment was made alongside several of the largest private equity houses, including The Blackstone Group, The Carlyle Group, Texas Pacific Group and Permira Funds. BSPEL continues to actively evaluate co-investment opportunities. Optional Bi-Annual Redemption Facility At the Company's board meeting held on 27 October 2006, the Board of Directors considered the appropriateness of offering shareholders the opportunity to participate in the bi-annual redemption facility, whereby shareholders could redeem shares at the NAV as of the last day of December 2006. The Directors resolved to give shareholders, if they so wished, the opportunity to redeem up to 15% of each class of the Company in issue on 31 December 2006. The notice to shareholders regarding the optional bi-annual redemption policy was published on 31 October 2006. None of the ZDP shareholders elected to redeem shares. Of the 95,787,049 Equity Shares outstanding as of 31 December 2006, 7,628,577 elected by their shareholders to be redeemed. These shares were redeemed at $1.45 per share for at total consideration of $11.1 million. Company Actions On 11 December 2006, the Company issued notices of (i) a Separate General Meeting of ZDP Shareholders and (ii) Extraordinary General Meeting to consider proposals from the Board of Directors for the capital reorganisation of the Company in order to convert the Company from its current split capital structure into a conventional investment company. In addition, the Board proposed amendments to the borrowing and over-commitment policies, the management agreement and the adoption of a new Articles of Association. After discussions with certain BSPEL shareholders, the Company announced on 11 January 2007 that it convened the General Meeting without putting the aforementioned resolutions before shareholders. Outlook BSPEL believes that the market environment continues to be favorable for its investment strategy and will seek to continue its focus of acquiring limited partnerships in the secondary market as well as selectively making direct investments in individual companies. The Company will make primary investments in order to facilitate its secondary and co-investment activities. The Company's existing portfolio is well-diversified by fund manager, industry, geography, stage and vintage year - and it will seek to maintain this diversity as it adds new investments to the portfolio. Trevor Ash Chairman 10 March 2007 Balance Sheet at 31 December 2006 (Unaudited) 31/12/2006 31/12/2005 £'000 £'000 Non-current assets Investments 81,645 21,885 Current assets Cash and cash equivalents 17,535 11,823 Receivables 413 1,411 17,948 13,234 Current liabilities Payables and accruals (1,347) (105) Net current assets 16,601 13,129 Non-current liabilities Zero dividend preference shares (27,445) (14,257) 70,801 20,757 Represented by: Share Capital 9 3 Reserves 70,792 20,754 70,801 20,757 NAV per Equity share £0.74 £0.63 Income Statement for the period ended 31 December 2006 (Unaudited) 01/07/2006 28/04/2005 to to 31/12/2006 31/12/2006 £'000 £'000 Income Interest income 598 455 Expenses Investment management fee (306) (166) Valuers' fees - (74) Administrative fee (50) (35) Audit fee (9) (6) Directors' fees (12) (25) Performance fee (674) - Other expenses (664) (86) Total Expenses (1,715) (392) Net Operating (loss)/ profit before net finance costs (1,117) 63 Net finance costs Interest payable (980) (488) Gains from investments Unrealised gains on revaluation of investments 14,436 1,557 Profit for the period 12,339 1,132 Basic earnings per share 12.88p 3.42p All items in the above statement are derived from continuing operations. Statement of Changes in Equity for the period ended 31 December 2006 (Unaudited) Share Share Accumulated Capital Currency Special Total Capital Premium Losses Reserve Translation Distributable Reserve Reserve £'000 £'000 £'000 £'000 £000's £'000 £'000 At 1 July 9 - (1,273) 7,459 (1,457) 57,260 61,998 2006 Issue of - - - - - - - equity shares Redemption of - - - - (334) (334) equity shares Issue costs - - - - - - - Effect of - - - - (3,202) - (3,202) translation to presentation currency Movement for - - (2,097) 14,436 - - 12,339 the period At 31 9 - (3,370) 21,895 (4,659) 56,926 70,801 December 2006 Statement of Cash Flows for the period ended 31 December 2006 (Unaudited) 01/07/2006 28/04/2005 to to 31/12/2006 31/12/2005 £'000 £'000 Operating activities Profit for the period 12,339 1,132 Adjustments for: Interest expense 980 488 Unrealised gains from investments (14,436) (1,557) Operating (loss)/profit before changes in working capital (1,117) (63) Increase in receivables (99) (83) Increase in payables 994 105 Cash flows from operating activities (222) (85) Investing activities Purchase of investments (29,501) (23,566) Return of capital 7,874 1,911 Cash flows from investing activities (21,627) (21,655) Financing activities Proceeds on issue of equity shares - 19,031 Equity shares redemptions (333) - Issue costs - (447) Proceeds from issue of zero dividend preference shares - 13,757 Cash flows from financing activities (333) 32,341 Net (decrease)/increase in cash and cash equivalents (22,182) 10,771 Effects of exchange difference arising from cash and cash (499) 1,052 equivalents Cash and cash equivalents at 1 July 2006 40,216 - Cash and cash equivalents at 31 December 2006 17,535 11,823 SIGNIFICANT ACCOUNTING POLICIES Bear Stearns Private Equity Limited ('the Company') is a closed-ended investment fund incorporated as a limited liability company in Guernsey under the Companies (Guernsey) Law, 1994 on 28 April 2005. The Company's capital structure consists of two classes of shares, Equity Shares and Zero Dividend Preference Shares, both listed on the London Stock Exchange. The primary objective of the Company is to achieve capital growth, with income as secondary objective, from a diversified portfolio consisting predominantly of private equity limited partnership interests, whilst also employing an enhanced cash management strategy, including diversified investment in, amongst other things, funds of hedge funds and hedge funds. The Company may also invest directly in private equity investments. Statement of compliance The financial statements have been prepared in accordance with International Financial Reporting Standards ('IFRS') issued and adopted by the International Accounting Standards Board (the 'IASB'), interpretations issued by the International Financial Reporting Standards committee, applicable legal and regulatory requirements of Guernsey Law and the Listing Rules of the UK Listing Authority. Basis of Preparation The financial statements are presented in Sterling, rounded to the nearest thousand. Financial assets, financial liabilities and derivative instruments are measured at fair value with changes in fair value recorded in the income statement. Other financial assets and financial liabilities are as stated at amortised cost. The accounting policies have been consistently applied to the results, assets, liabilities and cash flows of the company. The preparation of financial statements in conformity with IFRS, requires management to make judgements, estimates and assumptions that affect the application of policies and the reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Investments The investments, classified as fair value through profit or loss, are initially recognised at fair value. Subsequently investments are measured at fair value which is based on the latest available net asset values of the funds in which the company invests. The underlying investments held by the funds are measured at fair value, which is based on the General Partners' estimate. The valuation policies used by many of the private equity general partners and sponsors in undertaking such valuations are generally in line with the recommendations of either the International Private Equity and Venture Capital Valuation Guidelines or standard industry practice. For unquoted investments, the value are at the most recent valuation placed by the respective private equity sponsors, adjusted as necessary by the Manager for changes in the value of publicly traded portfolio companies comprised in the Company Portfolio and for cash flows between the Company and the fund concerned which occur between the private equity sponsor's (or general partner's) valuation date and the Company's balance sheet date. Transaction costs incurred on the purchase of investments are included within other expenses in the Income Statement. Zero dividend preference shares Zero dividend preference shares ('ZDP Shares') are classified as a liability in the financial statements as they carry no entitlement to participate in the income of the Company. They are initially recognised at their capital entitlement less issuance costs. Subsequent to the initial recognition, ZDP shares are carried at amortised cost using the effective interest rate method. Increases in the carrying value of ZDP shares are recognised in the Income Statement. Cash and cash equivalents Cash comprises deposits with banks. Cash equivalents are short-term highly liquid investments that are readily convertible to known amounts of cash, are subject to an insignificant risk of changes in value and are held for the purpose of meeting short term cash commitments rather than for investment or other purposes. Costs incurred for the issuance of equity shares Incremental external costs directly attributable to the equity transaction and costs associated with the establishment of the Company that would otherwise have been avoided are written off against share premium account. Interest Interest income and expense is recognised in the income statement as it accrues using the original effective interest rate of the instrument calculated at the acquisition or origination date. Expenses Expenses are recognised on an accruals basis in the income statement. Foreign Exchange Foreign currency transactions Transactions in foreign currencies are translated at foreign exchange rates ruling at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated into US dollars at foreign exchange rate ruling at that date. Foreign exchange differences arising from translation and realized gains and losses on the disposals or settlement of monetary assets and liabilities are recognised in the Income Statement. Non-monetary assets and liabilities measured at cost in a foreign currency are translated using exchange rates at the date of the transaction. Non-monetary assets and liabilities measured at fair value in foreign currencies are translated to US Dollars at foreign exchange rates ruling at the dates the fair value was determined and the foreign exchange movements are recognised in the income statement as part of the unrealised gain on revaluation of investments. Presentation currency The financial statements of the Company are presented in Sterling as the shareholders are residing mainly in the UK. Assets and liabilities are translated from the functional currency US dollars to Sterling at rates of exchange ruling at the balance sheet date. Income and expense items are translated at the average exchange rate for the year. All equity items other than the result for the current year are translated at historical rates. Resultant exchange differences are recognised directly in the Currency Translation Reserve. Taxation The Company has obtained exempt company status in Guernsey under the terms of the Income Tax (Exempt Bodies) Ordinance 1989 so that it is exempt from Guernsey taxation on income arising outside Guernsey and on bank interest receivable in Guernsey. The Company is therefore only liable to a fixed fee of £600 per annum. This information is provided by RNS The company news service from the London Stock Exchange
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