Annual Financial Report

RNS Number : 1896A
Standard Life Euro Pri Eqty Tst PLC
27 January 2011
 



STANDARD LIFE EUROPEAN PRIVATE EQUITY TRUST PLC

ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED 30 SEPTEMBER 2010

 

Further to the voluntary disclosure of the Company's annual results for the year ended 30 September 2010 by way of a preliminary announcement dated 6 December 2010, in accordance with the Disclosure and Transparency Rules ('the Rules') 4.1.3 and 6.3.5(2) this announcement contains the text of the preliminary announcement dated 6 December 2010 together with the additional text in compliance with the Rules.

 

The Company's annual report and financial statements for the year ended 30 September 2010, which have been filed with the UK Listing Authority Document Disclosure team, are attached at the end of this announcement, and are available on the website at http://privateequity.standardlifeinvestments.com/products/slepet/index.html.

 

 

Financial Summary

 

Performance (capital only)

As at
30 September
2010

As at
30 September
2009


% Change

Net asset value per ordinary share ("NAV") (undiluted)

195.3p

164.9p

18.4

 

Net asset value per ordinary share (diluted)

193.3p

163.4p

18.3

Share price

113.75p

112.25p

1.3

FTSE All-Share Index(1)

2,867.6

2,634.8

8.8

MSCI Europe Index (in euros)(1)

90.0

84.3

6.8

Discount (difference between share price and diluted net asset value)

41.2%

31.3%


Gearing (ratio of borrowing to shareholders' funds)

19.2%

11.2%


 

 

Performance (total return)

1 year

%

5 year

%

Since launch

%

Share Price

1.4

(23.5)

24.7

Net asset value per ordinary share (diluted)

18.4

41.9

113.8

FTSE All-Share Index (1)

18.7

24.7

38.5

MSCI Europe Index (in euros) (1)

10.5

2.1

(1.2)

 

(1) The Company has no defined benchmark; the indices above are solely for comparative purposes.

 

Highs/Lows

High

Low

Share price (mid)

130.50p

93.75p

 

Historical Record

Summary financial information since the Company's listing.

 

NAV and share price

Net assets
£m

NAV
(undiluted)
p

NAV
(diluted)
p

Share
price
p

Premium/ (discount) to diluted NAV
%

As at 30 September 2001

151.0

94.3

94.3

96.50

2.3

As at 30 September 2002

143.8

90.3

90.3

82.00

(9.2)

As at 30 September 2003

148.9

93.6

93.6

82.00

(12.4)

As at 30 September 2004

168.6

105.9

105.9

94.50

(10.8)

As at 30 September 2005

228.3

143.5

143.5

156.25

8.9

As at 30 September 2006

289.8

182.1

179.6

183.50

2.1

As at 30 September 2007

385.7

241.3

237.7

226.50

(4.7)

As at 30 September 2008

375.5

234.8

231.4

161.00

(30.4)

As at 30 September 2009

265.6

164.9

163.4

112.25

(31.3)

As at 30 September 2010

315.2

195.3

193.3

113.75

(41.2)

 

 

Performance and Dividends

NAV
total
return
%

Share Price
total
return1
%

Dividend
paid2
£m

Dividend
paid per
ordinary share

p

Expense
ratio
%

Period to 30 September 2001

(4.3)

(10.2)

-

-

0.703

Year to 30 September 2002

(3.8)

(14.6)

0.7

0.45

0.763

Year to 30 September 2003

5.0

1.6

1.9

1.20

1.07

Year to 30 September 2004

13.8

16.0

0.9

0.55

1.04

Year to 30 September 2005

36.9

67.3

1.9

1.20

1.03

Year to 30 September 2006

26.6

18.7

2.9

1.80

1.01

Year to 30 September 2007

35.4

24.8

3.8

2.40

0.97

Year to 30 September 2008

(1.3)

(27.8)

5.6

3.50

0.99

Year to 30 September 2009

(29.2)

(29.5)

0.6

0.70

0.87

Year to 30 September 2010

18.4

1.4

0.1

0.10

1.02

 

1   Data supplied by Fundamental Data.

2   Represents the cash dividend paid during the year, declared for the previous financial year.

3   For the period from the Company's listing until 1 July 2002, no management fee was charged on the Company's cash or money market holdings.

 


Fund Manager
as a % of net assets

Fund Investments
as a % of net assets

Investment Exposure

Top 5
%

Top 10
%

Top 10
%

Top 20
%

Top 30
%

As at 30 September 2001

 36.0

 45.7

 39.2

 47.1

 47.4

As at 30 September 2002

 36.6

 51.8

 42.0

 55.5

 60.3

As at 30 September 2003

 49.1

 72.3

 61.3

 81.9

 85.2

As at 30 September 2004

 48.6

 76.1

 64.9

 86.7

 89.1

As at 30 September 2005

 44.9

 75.5

 60.7

 78.3

 81.4

As at 30 September 2006

 40.9

 67.4

 50.3

 74.0

 81.4

As at 30 September 2007

 41.0

 66.5

 42.5

 64.8

 80.4

As at 30 September 2008

54.5

84.6

55.1

84.0

102.4

As at 30 September 2009

55.5

87.2

61.1

93.8

109.0

As at 30 September 2010

62.1

96.4

67.9

101.0

116.2

 

 

Chairman's Statement

 

Results and performance

The year ended 30 September 2010 was more positive for the Company, following the challenges experienced in the aftermath of the financial crisis in late 2008. During the financial year there was a gradual improvement in the level of activity in the European private equity market, while valuations across the Company's portfolio rose, driven by earnings growth at underlying investee companies. For the year ended 30 September 2010 the Company's NAV increased by 18.4% to 195.3p (diluted NAV - 193.3p), from 164.9p at 30 September 2009 (diluted NAV - 163.4p). Accordingly, the Company can now report five consecutive quarterly increases in NAV. At 30 September 2010 the Company's net assets were £315.2 million.

 

The closing mid-market price of the Company's ordinary shares on 30 September 2010 was 113.75p, compared to 112.25p a year earlier. The Company's share price was trading at a 41.2% discount to the Company's diluted NAV at the year end. The share price to NAV discount remained wide throughout the financial year, in line with most of the Company's listed European peer group.

 

The Company's practice is one of reinvestment and to pay a dividend marginally in excess of the minimum required to maintain investment trust status. The Board is recommending a final dividend of 0.2p per ordinary share for the financial year. Subject to shareholder approval at the forthcoming Annual General Meeting, this dividend will be paid on 28 January 2011 to shareholders on the Company's share register at 31 December 2010. Shareholders will have the opportunity to elect to receive the final dividend in the form of ordinary shares. A circular and an election form are enclosed with the Company's annual report and accounts.

 

Private equity is a long-term asset class. For the five years ended 30 September 2010 the Company's share price total return fell 23.5%, compared to positive returns of 24.7% in the FTSE All-Share Index and 2.1% in the MSCI Europe Index (in euros) on a total return basis. The fall in the Company's share price total return over the five year period reflects, in particular, the fall in the Company's share price in 2008-2009 and the continued wide discount to NAV. Over the same five year period, the Company's NAV total return was 41.9%.

 

Valuation

At 30 September 2010 the Company's portfolio comprised 39 private equity fund interests. During the financial year the value of the investment portfolio rose by 26.1%.  At 30 September 2010 the value of the portfolio was £369.6 million, of which unrealised gains arising during the year were £47.9 million. This latter amount was net of £12.6 million of unrealised foreign exchange losses.

 

The unrealised gains before foreign exchange rate movements arose from increased profits at the underlying investee companies, enhanced by the impact of gearing within those companies. In contrast, listed comparable valuation multiples, embodied in the Company's valuation process, declined during the year. The unrealised foreign exchange losses were as a result of sterling appreciating by 5.5% relative to the euro. Of the Company's gross assets of £376.1 million at 30 September 2010, £283.8 million comprised euro denominated assets and £65.3 million dollar denominated assets.

 

Around 89.8% by value of the private equity funds held by the Company were valued by the relevant fund manager at 30 September 2010.  In undertaking the valuations the fund managers have followed the International Private Equity and Venture Capital Valuation Guidelines. In so doing, the primary valuation methodology is to use listed comparable valuation multiples.

 

Investment activity

The last eighteen months has seen a rise in the number and value of new private equity investments and realisations completed in Europe. The value of all buy-out transactions completed in the European private equity market during the year ended 30 September 2010 was €51.1 billion (year ended 30 September 2008 and 2009 - €92.0 billion and €21.3 billion respectively). In particular, the mid-market segment of the European buy-out market has been active, albeit a significant number of the transactions have arisen from one private equity owner selling to another. It is expected that this trend will reverse over the coming year, as more buy and sell-side transactions are undertaken by corporate owners. 

 

Reflecting the gradual improvement in the European private equity market, the Company's draw downs during the year increased to £48.0 million and distributions to £23.0 million. The distributions received generated net realised gains and income of £10.1 million, equivalent to an average return on the Company's acquisition cost of the realised investments of 1.8 times. Most of the distributions received came from investments made between 2003 and 2006. It is still too early to expect significant distributions from investments made in the peak years of 2007 and 2008.

 

The Company's aggregate outstanding commitments were £150.3 million at 30 September 2010.  Where drawn they will be funded from the Company's cash resources, distributions received from the portfolio of fund investments and the use of the Company's borrowing facility. A number of the private equity funds held by the Company have, however, completed their respective investment periods and any future draw downs are likely to be limited. Accordingly, the Manager believes that up to £30 million of the Company's existing outstanding commitments are unlikely to be drawn. At 30 September 2010 the Company's net indebtedness was £54.2 million.

 

The European private equity market is starting to see a number of the more experienced mid and large buy-out managers attempting to raise new funds. This is against a background of very few such funds having been raised since 2008. It is the Board's hope that, as distributions to the Company increase and the Company's net indebtedness starts to decline, the Company will be able to make new fund commitments.

 

During the period from 30 September 2010 to 2 December 2010 the Company funded £13.7 million of draw downs and received £10.8 million of distributions. At 2 December 2010 the Company's total outstanding commitments and net indebtedness were £134.5 million and £57.5 million respectively.

 

New debt facility

On 29 November 2010 the Company entered into a new £120 million syndicated revolving credit facility, led by The Royal Bank of Scotland plc. This facility expires on 31 December 2013 and is an increase on the existing £100 million facility.

 

The Board

Clive Sherling, who has served on the Board since December 2006, and who has subsequently increased his range of business interests, intimated some time ago, to the regret of his colleagues, that he wished to step down from the Board after the Annual General Meeting in January 2011.     Clive has made a significant contribution to the Board, where his expertise was particularly valuable on private equity related matters.  Clive carries with him the best wishes of the Board and the Manager for continued success in the future.

 

The Company has announced that Jonathan Taylor has been co-opted to the Board and will stand for election at the Annual General Meeting.  Jo Taylor, who was selected with the help of recruitment consultants, worked for almost 25 years in 3i Group, where before retirement in 2008 he headed the Ventures Division and was a member of the Group management and investment committees.  Jo has deep practical knowledge of the European private equity and ventures businesses and his new colleagues believe he will provide a material addition to the expertise available to the Company.

 

Outlook

The last year has seen a continuing recovery in the European private equity market, with an increasing number and value of new investments and realisations. Positive earnings growth at the underlying investee companies gives confidence in our investment portfolio. With the Company's funding position and outstanding commitments now in better balance, the Board believes that the building blocks for future growth are in place.

 

 

Scott Dobbie CBE

Chairman

3 December 2010

 

 

Investment policy

Objective

The objective of the Company is to achieve long-term capital gains through holding a diversified portfolio

of private equity funds investing predominantly in Europe.

 

Investment strategy

The principal focus of the Company is to invest in the leading European private equity funds investing in mid to large sized buy-outs, which can be categorised as transactions with enterprise values ranging between 200

million and 2.0 billion.

 

The Company invests in private equity funds which themselves invest principally in countries in Europe, which the Manager defines as EU Member States, EU Associate Member States and other western European countries.

However, the Company has the flexibility to invest up to 20% of its gross assets, at the time of purchase, in private equity funds which invest principally outside Europe.

 

The Company's policy is to maintain a broadly diversified portfolio by country, industry sector, maturity and number of underlying investments. The objective is for the portfolio to comprise around 35 - 40 "active" private

equity fund investments; this excludes funds that have recently been raised, but have not yet started investing, and funds that are close to or being  wound up.

 

The Company invests only in private equity funds, but occasionally may hold direct private equity investments or quoted securities as a result of distributions in specie from its portfolio of fund investments. The Company's

policy is normally to dispose of such assets where they are held on an unrestricted basis.

 

To maximise the proportion of invested assets it is the Company's policy to follow an over-commitment strategy by making fund commitments which exceed its uninvested capital. In making such commitments, the Manager, together with the Board, will take into account the uninvested capital, the quantum and timing of expected and projected cashflows to and from the portfolio of fund investments and, from time to time, may use borrowings to meet draw downs.

 

The Company's non-sterling currency exposure is principally to the euro and US dollar. The Company does not seek to hedge this exposure into sterling, although any borrowings in euros and other currencies in which the Company is invested would have such a hedging effect.

 

Cash held pending investment is invested in short dated government bonds, money market instruments, bank deposits or other similar investments. These investments may be in sterling or such other currencies to which the Company has exposure.

 

Borrowings

The Company's maximum borrowing capacity is defined in its articles of association, and, unless otherwise sanctioned by an ordinary resolution of the Company, is an amount equal to the aggregate of the amount paid up on the issued share capital of the Company and the amount standing to the credit of the consolidated reserves of the Company, all based on the latest audited consolidated balance sheet. It is expected that bank borrowings

would not exceed more than 30% of the Company's net assets.

 

Investment trust approval

To comply with one of the conditions for approval as an investment trust, the Company will ensure that when all of its holdings in private equity funds are aggregated, no one underlying investment will represent, at the time of purchase, more than 15% by value of all of the Company's investments. The Company will not invest more than 15% of its total assets in other listed investment companies or listed investment trusts.

 

Benchmark

The Board has concluded, after careful consideration, that there is no currently available benchmark which is an appropriate measure of the investment performance of the Company. It has, however, resolved to review

this issue at least annually.

 

Information on how the Company has invested its assets with a view to spreading investment risk in accordance with its investment policy during the year under review is set out in the Portfolio Review section of the Manager's Review.

 

Manager's Review

 

The Manager

The Manager, SL Capital Partners LLP ("SL Capital"), is based in Edinburgh, United Kingdom and comprises a team of 14 investment professionals with over 185 years of combined private equity experience. This team manages approximately £5.4 billion of private equity investments on behalf of over 150 clients worldwide.

 

SL Capital is a limited liability partnership and is 60% owned by Standard Life plc ("Standard Life") and 40% by its eight senior private equity managers. SL Capital has acted as Manager to the Company since its inception in 2001.

 

With the exception of the Company, all of the Manager's funds under management are held through limited partnership vehicles, which are structured as either pooled or segregated vehicles for clients. SL Capital's

clients range from leading institutional investors in the UK, US, Canada and Europe, to family offices and high net worth individuals globally. The largest clients include Standard Life, the California Public Employees' Retirement System, a large number of UK local authorities and some significant North American pension funds. The Manager is also recommended by many institutional investment and pension fund consultants.

 

In addition to its Edinburgh investment office, the Manager has four investment professionals based in Boston, United States. This team selects and oversees private equity investments in North America.

 

SL Capital is one of the largest investors in private equity funds and coinvestments in Europe. One of the key strengths of the investment team is their extensive fund and direct deal experience, which gives the Manager

greater insight into the strategies, processes and disciplines of the funds invested in and allows better qualitative judgements to be made.

 

The Manager has a detailed and rigorous screening and due diligence process to identify and then evaluate the best private equity fund offerings. The Manager concentrates on opportunities in the buy-out segment of the

European private equity market, but, where it is relevant to a particular investment mandate, it also considers funds targeted on the secondaries, venture, growth and mezzanine segments, as well as funds focused on

particular sectors or geographies.

 

The private equity asset class has exhibited historically a wide dispersion of returns generated by fund investments and the Manager believes that appropriate portfolio construction and manager selection is vital to optimise investment performance. In that regard, the objective is for the Company's portfolio to comprise around 35-40 "active" private equity fund investments at any one time, with portfolio diversification being controlled through percentage concentration limits applied at an individual fund and manager level.

 

Finally, the Manager believes that as one of the largest and most experienced private equity investors in Europe, it is able to find and invest in Europe's premier private equity funds, where knowledge of and access to these funds are sometimes limited.

 

 

Market Review

European private equity activity recovered during the year, both in value and volume, from the relative low of 2009. Market conditions for realisations have improved and the last year has seen a growing number of sales completed.

 

European market overview

The global macro-economic environment improved during the year ended 30 September 2010, with most of the major developed economies reporting positive growth. Much of the growth in these economies has been driven

by corporate re-stocking, investment and export growth, particularly to developing countries. The pace of future growth, however, is going to be influenced by the quantum of any ongoing monetary stimulus and, for the major European economies, the impact of any fiscal tightening as governments seek to rein in annual and aggregate deficits.

 

The listed financial market experienced significant volatility during the year as macro-economic and political concerns impacted investor sentiment. Nevertheless, the major listed financial markets have risen year on year, with underlying corporate earnings growth being the principal driver.

 

As reported in the Chairman's Statement, European private equity market activity has increased, to the point where the overall enterprise value of transactions completed in 2010 should be similar to that in 2003 and more

than double that completed in 2009. This increase in activity is expected to continue into 2011, with most private equity managers reporting enhanced deal flow. In addition, there now appear to be signs of greater corporate interest in mergers and acquisitions activity, which should be positive for

new private equity investments and realisations.

 

Debt markets have also improved during the last year. While the multiple and proportion of total debt used to fund transactions remains at the lower end of historic norms, there has been a greater number of syndicated debt facilities and less reliance on single or small groups of banks to provide finance. In addition, although interest rate margins remain wide, there are signs that pricing is becoming more competitive and spreads narrowing. Moreover, there has been record issuance of non-investment grade bonds and this has offered a longer-term funding alternative for private equity managers.

 

Private equity managers have focused much of their time in the last two years on their portfolio companies, with the aim of protecting and enhancing value. Most private equity managers reduced costs quickly at their investee companies in late 2008 and early 2009 as the fall in global demand impacted sales and inventory levels. This allowed many companies to experience less pronounced falls in operating profit and, as the recovery has started, to see a more significant rise in operating profit and margins.

 

Market conditions for realisations have improved and the last year has seen a growing number of sales completed. Most of the investments sold were originally made in the years 2003-06 and have been companies that have performed relatively well in the recent economic downturn. The pace of realisations is expected to increase during 2011 and the breadth of the companies sold should widen, to include investments originally made in 2007-08 and companies which are less defensive and more cyclical in nature.

 

Finally, very few European private equity managers have raised new funds in the last year, particularly in the mid to large sized buy-out segments. With the turmoil in the macro-economic environment and financial markets many traditional private equity investors found themselves constrained in making new commitments to the asset class, while private equity managers were reluctant to raise new funds against a background of depressed valuations, problem investments and few realisations. In the last few months the European private equity market has seen a number of mid and large buy-out managers attempting to raise new funds and the pace of fund raising is expected to accelerate in 2011.

 

Investment Activity

During the year to 30 September 2010 the Company funded £48.0 million of draw downs and received £23.0 million of distributions.  At 30 September 2010 the Company had £150.3 million of outstanding fund commitments.

 

Draw downs

As reported above, the Company funded £48.0 million of draw downs during the financial year. This figure is below the long-term average quantum of draw downs funded by the Company, as a result of the low level of new investment activity in the European private equity market and the impact of the reduction in the Company's outstanding fund commitments. The Manager expects the quantum of draw downs to increase during the remainder of 2010 and into 2011 as a result of increasing activity levels within the European private equity market. The private equity funds to which the Company funded the five largest draw downs during the year are set out in the table below.

5 Largest fund draw downs during the year

Type of fund

Aggregate
draw downs £m

Buy-out

7.0

Barclays European Fund III

Buy-out

6.9

CVC European Equity Partners V

Buy-out

6.4

Candover 2005

Buy-out

4.6

Coller International Partners V

Secondary

3.6

Total of 5 largest drawdowns


28.5

Total of all drawdowns during the year


48.0

Distributions, gains and income

During the year the Company's portfolio of private equity fund interests generated aggregate distributions of £23.0 million, including net realised gains of £8.4 million and income of £1.7 million. The quantum of distributions received also reflected the low level of European private equity activity during the financial year. It is encouraging to note, however, that many of the individual company realisations were at a significant premium to their last reported valuation. The Manager expects to see an increase in the quantum of distributions received by the Company during the remainder of 2010 and into 2011 as realisation activity returns to more historic norms.

Private equity managers continue to use a number of different exit routes for investments and the distributions received by the Company included proceeds from trade sales and, to a lesser extent, refinancings and secondary

buy-outs.

As shown in the bar chart on page 9 of the attached document*, the average return during the year on the Company's acquisition cost of realised investments was 1.8 times. The rise in the average return multiple between 2003 and 2009 can be attributed largely to the previous strength of the European private equity, debt and mergers and acquisitions markets and historic profit growth at underlying investee companies. The recent volatility in listed financial markets and the weaker macro-economic environment are likely to result in a reduction in the average return for realised investments. In particular, investments made during 2006 and 2007, at generally higher prices, will be most affected.

 

The five largest distributions, gains and income, broken down by fund, received during the year are set out in the table below.

5 Largest fund distributions
during the year

Aggregate
distributions
£m

Aggregate realised gains

£m

Aggregate
income
received

£m

Alchemy Investment Plan

4.0

1.0

0.3

Barclays European Fund

4.0

2.6

0.1

Advent Global Private Equity V

3.4

0.9

-

Industri Kapital 2004

2.3

0.6

0.5

Cinven Third Fund

1.4

1.2

-

Total of 5 largest distributions

15.1

6.3

0.9

Total of all distributions during the year

23.0

8.4

1.7

 

Commitments

The Company made no new fund commitments during the year ended 30 September 2010. This represented a continuation of the cautious approach adopted in the previous financial year.

 

At 30 September 2010 the Company had £150.3 million of outstanding fund commitments, down from £227.8 million at 30 September 2009. The decline is the result largely of the Company having made no new fund

commitments and having funded £48.0 million of draw downs.

 


New

(reduced)
commitments
£m

Draw
downs

£m

Closing outstanding
commitments
£m

Year to 30 September 2010

(16.7)

48.0

150.3

Year to 30 September 2009

(169.7)

48.3

227.8

Year to 30 September 2008

138.1

155.2

389.2

Year to 30 September 2007

191.7

137.6

366.0

Year to 30 September 2006

200.5

75.3

307.7

Year to 30 September 2005

148.7

59.1

184.8

Year to 30 September 2004

-

39.9

92.1

Year to 30 September 2003

-

52.6

141.6

Year to 30 September 2002

113.3

36.0

191.0

Period to 30 September 2001

104.4

5.3

117.4

 

The Company has implemented an over-commitment strategy since late 2001, in line with the Manager's objective of maximising the invested assets. Over time this strategy has helped enhance overall returns generated by the Company.

Over the past five years the Company's outstanding fund commitments less its available liquid resources, expressed as a percentage of the Company's disclosed net asset value, has varied between 30.8% and 132.5%. The bar chart on page 10 of the attached document* shows the relevant percentages at each annual reporting date, from listing to 30 September 2010. The percentage has varied over time  according to the quantum of available liquid resources held by the Company, the rate of draw downs made and distributions received and, importantly, the fund raising cycle of the leading private equity managers in Europe. Given market conditions and the Company's projected cash flows, the Manager will consider carefully the making and timing of any new fund commitments.

 

 

Portfolio Review

At 30 September 2010 the Company's net assets were £315.2 million. The Company had interests in 39 private equity funds with a value of £369.6 million.  The effect of drawdowns and distributions over the year was to increase net indebtedness from £27.3 million at 30 September 2009 to £54.2 million at 30 September 2010.

 

Portfolio composition and performance

At 30 September 2010 the Company's portfolio comprised 39 private equity fund interests with a value of  £369.6 million which, together with its current assets less liabilities, resulted in the Company having net assets of £315.2 million. This represented an undiluted NAV of 195.3p (diluted NAV - 193.3p). A breakdown of the £76.5 million movement in the Company's portfolio valuation during the year is shown in the valuation bridge on page 11 of the attached document*.

 

The split of the Company's portfolio by type of private equity fund is set out in the pie chart on page 11 of the attached document*.  Details of all of the Company's private equity fund interests, and more detailed information on the ten largest fund investments and thirty largest underlying portfolio companies, can be found below.

The valuation of the Company's private equity fund interests at the year end was carried out by the Manager and has been approved by the Board in accordance with the accounting policies set out in note 1 to the accounts. In undertaking the valuation, the most recent valuation of each fund prepared by the relevant fund manager has been used, adjusted where necessary for subsequent cash flows. The fund valuations are prepared in accordance with the International Private Equity and Venture Capital Valuation guidelines. These guidelines require investments to be valued at "fair value", which is the price at which an orderly transaction would take place between market participants at the reporting date.

 

Portfolio review

Of the 39 private equity funds in which the Company is invested, 33 of the funds, or 89.8% of the portfolio by value, were valued by their fund managers at 30 September 2010. The Manager continues to believe that the use of such timely valuation information is important.

 

The value of the Company's portfolio of private equity fund interests increased during the year from £293.1 million at 30 September 2009 to £369.6 million at 30 September 2010. The increase in the valuation was driven by unrealised gains on the investment portfolio, at constant foreign exchange rates, of £60.5 million, together with £48.0 million of new investments and £3.8 million of net realised gains (including the disposal of fund interests). These increases were partially offset by £23.2 million of realisation proceeds and a £12.6 million negative foreign exchange movement.

 

Information on the valuation movement for the Company's portfolio for each of the financial years since the Company's listing is set out below. This table provides a useful summary of the individual changes and the underlying trends in the Company's portfolio over time.

Valuation movements on unquoted investments



Period/ year to

Draw
downs
£m

Return
of cost
£m

Unrealised movement
£m

Closing
valuation
£m

September 2010

48.0

(19.4)

47.9

369.6

September 2009

48.3

(96.5)

(70.8)

293.1

September 2008

155.2

(22.9)

(42.8)

412.1

September 2007

137.6

(59.4)

5.1

322.6

September 2006

75.3

(39.2)

16.6

239.3

September 2005

59.1

(39.4)

16.6

186.6

September 2004

39.9

(26.5)

10.0

150.3

September 2003

52.6

(10.2)

(2.2)

126.9

September 2002

36.0

(10.4)

(10.5)

86.7

September 2001

5.3

(6.3)

(8.1)

71.6

 

During the year sterling appreciated against the euro by 5.5% and depreciated against the US dollar by 1.5%. This had a negative impact on the Company's NAV. The closing sterling/euro foreign exchange rate at 30 September 2010 was £1/€1.1543 and the closing sterling/dollar foreign exchange rate was £1/$1.5758. The combined effect of foreign exchange movements on the valuation of the portfolio over the year was a 7.8p decline in NAV.

 

The Manager and the Board do not believe it is appropriate for the Company to undertake any financial hedging of its foreign exchange exposure, given the irregularity in size and timing of individual cash flows to and from its fund interests. Any cash balances and bank indebtedness are generally held in sterling, euro and US dollars, broadly in proportion to the currency of the Company's outstanding fund commitments.

 

On 29 November 2010 the Company entered into a new £120 million committed, revolving credit facility, led by the Royal Bank of Scotland plc. This new facility expires on 31 December 2013.

 

Valuation and leverage multiple analysis

The bar charts on page 12 of the attached document* show the valuation and leverage multiples of the thirty largest underlying portfolio companies held by the Company's private equity fund interests at 30 June 2010. This analysis is at 30 June 2010 due to the fact that most private equity funds provide detailed information on the underlying portfolio companies twice a year, in June and December, rather than quarterly.

 

The valuation multiples of each underlying portfolio company are derived using the relevant listed comparable companies, adjusted where appropriate, in line with the International Private Equity and Venture Capital Valuation guidelines.

 

The median valuation and leverage multiples for the top thirty underlying portfolio companies are 8-9x EV/EBITDA and 4-5x Debt/EBITDA respectively. The Manager believes that these valuation and leverage multiples are in line with the European private equity market for similar sized deals and vintages.

 

Diversification

The Board has agreed, and regularly reviews, diversification limits with the Manager regarding the Company's net asset and commitment exposure to both individual private equity funds and their managers. The Manager

also monitors the Company's exposure to the underlying investments held by the different private equity funds in which the Company is invested. At 30 September 2010, the Company was invested in 39 different private

equity funds, which collectively had interests in a total of 510 underlying investments.

 

Analysis of the underlying investments held by the different private equity funds allows the Manager to track the Company's exposure by geography, industrial sector, maturity of investment and value relative to original cost. Such information is used by the Manager in reviewing the exposure of the Company's portfolio, in assisting it to make new investment decisions and in having a better understanding of the timing of prospective cash flows.

 

The diversification of the Company's private equity fund interests, at 30 September 2010 and 2009, is set out in the four bar charts shown on page 13 of the attached document*.  The charts demonstrate the broad diversification that applies by geography and by sector within the Company's underlying portfolio of investments. The UK still remains the single largest geographic exposure, although it has fallen from 64% at the time of the Company's listing to 25% at 30 September 2010, as other European private equity markets continue to develop.

 

At 30 September 2010, the Company had five fund investments - Pomona Capital V, Pomona Capital VI, Coller International Partners IV, Coller International Partners V and Towerbrook Investors II - which are likely to invest a significant proportion of their capital outside Europe. In total, these funds represent 13.2% of the Company's gross assets. The broad diversification in sectors like industrials, consumer services and financial helps to mitigate the effect of volatility in any individual sector.

 

The chart showing the maturity exposure of underlying investments highlights the increasing maturity of the portfolio, as a result of the reduced levels of private equity activity over the last two years. The chart showing value relative to the original cost of underlying investments illustrates that, despite an increase in the percentage of investments valued below original investments cost, the portfolio remains healthy with 81% of the portfolio valued at or above cost.

 

SL Capital Partners LLP

3 December 2010

 

(* Please note that the references are provided in the 2010 Annual Report and Accounts attached to this announcement).

 

 

Fund Investments as at 30 September 2010

The private equity funds in which the Company invests usually take the form of limited partnerships. Contractual commitments are made to the funds and these are drawn down by the managers of the funds as required for investment over time. Details of all of the Company's fund investments, by valuation, and a description of the ten largest fund investments follow:

 

Year of

commitment

Fund

Type

Number of investments

Valuation

date*

Outstanding commitments £000

Cost

£000

Valuation

£000

% of

net assets

2007

Barclays European Fund III

Buy-out

32

30.09.2009

8,356

40,572

37,076

11.8

2006

Charterhouse Capital Partners VIII

Buy-out

11

30.09.2009

10,706

33,783

32,381

10.3

2007

Apax Europe VII

Buy-out

19

30.09.2009

8,381

24,412

28,287

9.0

2007

Industri Kapital 2007

Buy-out

5

30.06.2009

23,972

17,666

21,154

6.7

2005

Candover 2005 Fund

Buy-out

9

30.09.2009

5,028

37,635

19,978

6.3

2005

Advent Global Private Equity V

Buy-out

15

30.09.2009

1,365

10,338

18,617

5.9

2006

HgCapital 5

Buy-out

13

30.09.2009

3,503

15,427

15,176

4.8

2006

Coller International Partners V

Secondary

37

30.06.2009

9,392

12,137

14,527

4.6

2006

3i Eurofund V

Buy-out

21

30.09.2009

11,176

18,614

13,809

4.4

2006

TowerBrook Investors II

Buy-out

11

30.09.2009

3,905

9,573

13,056

4.1

2000

CVC European Equity Partners III

Buy-out

8

30.09.2009

933

5,717

12,550

4.0

2008

CVC European Equity Partners V

Buy-out

9

30.09.2009

19,327

10,530

12,109

3.8

2006

Cinven Fourth Fund

Buy-out

12

30.09.2009

6,835

9,570

11,974

3.8

2005

Pomona Capital VI Fund

Secondary

40

30.09.2009

1,732

10,337

11,050

3.5

2005

CVC European Equity Partners IV

Buy-out

16

30.09.2009

1,935

8,265

10,683

3.4

2001

Cinven Third Fund

Buy-out

6

30.09.2009

1,153

9,558

10,310

3.3

2002

Charterhouse Capital Partners VII

Buy-out

6

30.09.2009

3,032

8,901

9,854

3.1

2005

Barclays European Fund II

Buy-out

24

30.09.2009

2,216

11,915

9,092

2.9

2006

Permira IV

Buy-out

12

30.09.2009

2,144

17,929

9,020

2.9

2001

Alchemy Plan - SLEPET

Buy-out

5

30.06.2009

0

8,967

7,740

2.5

2002

Coller International Partners IV

Secondary

37

30.09.2009

2,665

2,046

7,681

2.4

2004

Industri Kapital 2004

Buy-out

7

30.06.2009

14

8,227

6,534

2.1

2002

Barclays European Fund

Buy-out

8

30.09.2009

1,052

3,827

6,221

2.0

2006

Terra Firma Capital Partners III

Buy-out

4

30.09.2009

10,194

16,127

5,760

1.8

2006

CVC Tandem Fund

Buy-out

14

30.09.2009

1,175

4,721

5,326

1.7

2001

Candover 2001 Fund

Buy-out

5

30.09.2009

-

10,437

4,787

1.5

2008

Advent Global Private Equity VI

Buy-out

11

30.09.2009

7,039

3,471

3,706

1.2

2001

Pomona Capital V Fund

Secondary

75

30.09.2009

108

6,824

3,492

1.1

2000

Scottish Equity Partners II

Venture capital

12

30.06.2009

-

4,271

2,202

0.7

1998

CVC European Equity Partners II

Buy-out

8

30.09.2009

1,088

2,887

2,085

0.7

1999

Apax Europe IV

Balanced

9

30.09.2009

-

7,879

1,969

0.6

2001

MUST 4

Buy-out

6

30.09.2009

1,906

3,984

1,086

0.3

1997

Apax UK VI

Buy-out

1

30.09.2009

-

3,190

228

0.1

1992

M.M. Investissement

Buy-out

1

30.09.2009

-

430

53

-

1998

Candover 1997 Fund

Buy-out

-

30.06.2009

-

535

25

-

1995

Phildrew Fourth

Buy-out

1

30.09.2009

-

499

20

-

1999

Phildrew Fifth

Buy-out

-

30.09.2009

-

5,864

12

-

1997

Global Rights Development Fund

Development

-

30.09.2009

-

827

-

-

1995

Granville Private Equity V

Buy-out

-

30.06.2009

-

-

-

-




















Total portfolio investments†


510


 150,332

407,892

369,630

117.3


Current assets less current liabilities






 (54,388)

(17.3)


Shareholders' funds






 315,242

100.0

 

* valuation date refers to the date of the last valuation prepared by the manager of the relevant fund.

† the 510 underlying investments represent holdings in 487 separate companies.

 

Ten Largest Fund Investments as at 30 September 2010

Barclays European Fund III


30 September 2010

30 September 2009

Barclays European Fund III is a €1.8 billion private equity fund focused on European middle market buy-outs. The fund is managed, alongside €800 million from Barclays Bank, by Barclays Private Equity, the private equity arm of Barclays PLC. The manager operates from offices in London, Paris, Munich, Zurich, Milan, Birmingham, Manchester and Reading with just under half of the investments sourced in the UK.

 

Value (£'000)

37,076

29,089

Cost (£'000)

40,572

33,675

Commitment (€'000)

60,000

60,000

Amount Funded

83.9%

70.4%

Holding in Fund

3.3%

3.3%

Income (£'000)

-

-

 

Charterhouse Capital Partners VIII


30 September 2010

30 September 2009

Charterhouse Capital Partners VIII is a €4.0 billion private equity fund focused on European buy-outs. The fund is managed by Charterhouse Capital Partners, one of the oldest private equity firms in the UK. The manager operates across western Europe from its London office and has a long track record of delivering superior returns for investors. The investment strategy is to target large corporate buy-outs with an equity requirement of €200 million to €450 million per transaction.

 

Value (£'000)

32,381

23,750

Cost (£'000)

33,783

32,747

Commitment (€'000)

60,000

60,000

Amount Funded

79.4%

77.4%

Holding in Fund

1.5%

1.5%

Income (£'000)

-

-

 

Apax Europe VII


30 September 2010

30 September 2009

Apax Europe VII is a €11.1 billion private equity fund focused on the European market. The fund is managed by Apax Partners, one of the leading and most experienced private equity managers in Europe, where it operates from offices in London, Munich, Milan, Stockholm, Tel Aviv and Madrid. Apax Europe VII focuses on buy-outs and targets Apax Partners' six chosen sectors of information technology, telecommunications, healthcare, media, financial services and retail.

 

Value (£'000)

28,287

18,848

Cost (£'000)

24,412

21,633

Commitment (€'000)

41,385

60,000

Amount Funded

76.6%

47.5%

Holding in Fund

0.4%

0.5%

Income (£'000)

-

-

 

Industri Kapital 2007


30 September 2010

30 September 2009

Industri Kapital 2007 is a €1.7 billion private equity fund focused on northern European buyouts. The fund is managed by IK Investment Partners which is headquartered in Stockholm, Sweden with further offices in the UK, Norway, France and Germany. IK targets the buy-out of businesses with enterprise values of between €100 million and €500 million. Since its formation in 1989, IK has consistently generated strong performance across several funds.

 

Value (£'000)

21,154

12,505

Cost (£'000)

17,666

10,657

Commitment (€'000)

50,000

50,000

Amount Funded

44.7%

28.1%

Holding in Fund

3.0%

3.0%

Income (£'000)

-

-

 



 

Candover 2005 Fund


30 September 2010

30 September 2009

The Candover 2005 Fund is a €3.5 billion private equity fund focused on European buy-outs. The fund is managed by Candover Partners Limited, a subsidiary of Candover Investments plc, an investment company listed on the London Stock Exchange. Historically, Candover concentrated on larger buy-outs in the UK market, however, investments in continental Europe are a significant part of the manager's and this fund's strategy.

 

Value (£'000)

19,978

16,868

Cost (£'000)

37,635

33,042

Commitment (€'000)

60,000

60,000

Amount Funded

90.3%

81.2%

Holding in Fund

1.7%

1.7%

Income (£'000)

-

23

 

Advent Global Private Equity V


30 September 2010

30 September 2009

Advent Global Private Equity V is a €2.5 billion private equity fund focused on global buyouts. The Company's commitment is to the euro denominated partnership that only invests in European transactions. The fund is managed by Advent International which has a strong track record in Europe, where it operates from offices in London, Paris, Frankfurt, Milan, Madrid and Amsterdam. Advent targets middle market buy-out transactions across a wide range of sectors.

 

Value (£'000)

18,617

16,220

Cost (£'000)

10,338

11,809

Commitment (€'000)

22,500

22,500

Amount Funded

93.0%

88.0%

Holding in Fund

8.0%

8.0%

Income (£'000)

-

-

 

 

HgCapital 5


30 September 2010

30 September 2009

HgCapital 5 is a £830 million private equity fund focused on buy-outs of companies with enterprise values of between £100 and £500 million, located in the UK, Germany and the Benelux region. The fund is managed by HgCapital, which has offices in London and Munich. The manager was established in 2000, following a management buy-out from Merrill Lynch.

 

Value (£'000)

15,176

10,295

Cost (£'000)

15,427

14,207

Commitment (€'000)

20,300

20,300

Amount Funded

82.7%

77.0%

Holding in Fund

2.4%

2.4%

Income (£'000)

-

-

 



 

Coller International Partners V


30 September 2010

30 September 2009

Coller International Partners V is a $4.5 billion private equity fund focused on secondary private equity opportunities. The fund is managed by Coller Capital, one of the most established managers of secondary funds, which was founded in 1990 and is led by Jeremy Coller. The manager operates from offices in London and New York and targets secondary positions in buy-out and venture funds globally.

 

Value (£'000)

14,527

10,237

Cost (£'000)

12,137

9,795

Commitment (€'000)

40,000

40,000

Amount Funded

63.0%

49.0%

Holding in Fund

0.8%

0.9%

Income (£'000)

-

-

 

 

3i Eurofund V


30 September 2010

30 September 2009

3i Eurofund V is a €5.0 billion private equity fund, including a commitment of €2.8 billion from 3i plc, focused on mid to large market European buy-outs. The fund is managed by 3i Buyouts, a division of 3i Group plc, an investment company listed on the London Stock Exchange. 3i is one of the oldest and most experienced private equity managers in Europe and operates from a network of 12 offices including Amsterdam, London, Madrid, Paris and Stockholm. 3i target buyout transactions with enterprise values in the range €50 million to €500 million, across a wide range of business sectors.

Value (£'000)

13,809

10,600

Cost (£'000)

18,614

16,434

Commitment (€'000)

40,000

40,000

Amount Funded

67.8%

58.5%

Holding in Fund

0.8%

0.8%

Income (£'000)

-

-

 

Towerbrook Investors II


30 September 2010

30 September 2009

Towerbrook Investors II is a $1.3 billion private equity fund focused on the North American and European markets. The fund is managed by Towerbrook Capital Partners, a trans-atlantic private equity group founded in 2005 as a result of a spin-off from Soros Private Equity. The manager operates from offices in New York and London and pursues control-oriented, contrarian in nature, investments in middle market companies.

 

Value (£'000)

13,056

10,328

Cost (£'000)

9,573

10,284

Commitment (€'000)

25,000

25,000

Amount Funded

75.4%

79.0%

Holding in Fund

2.0%

2.0%

Income (£'000)

(18)

116

 

Top 30 Underlying Investments at 30 September 2010

The table below summarises the top 30 underlying investments, by value, in the Company's portfolio of private equity funds. The valuations are gross, before any carry provision.

Entity

Description

Fund

Year of investment

% of
net assets

Acromas

Provider of financial, insurance, travel and road side assistance services

Charterhouse Capital Partners VII & VIII, CVC European Equity Partners IV & CVC Tandem Fund

2004

3.6

Elior

Catering provider

Charterhouse Capital Partners VII & VIII

2006

2.5

bpost

Belgian postal service

CVC European Equity Partners III, IV & CVC Tandem

2006

2.3

Vivarte

Footwear and apparel retailer

Charterhouse Capital Partners VIII

2007

2.2

Amadeus

Travel distribution services

Cinven Third Fund

2005

2.2

Parques Reunidos

Amusement parks

Candover 2005 Fund

2007

1.9

Visma

Provider of accounting software and services

HgCapital 5

2006

1.7

Stork

Manufacturing and engineering conglomerate

Candover 2005 Fund

2008

1.6

Cengage Learning

Publisher of books for the higher education sector

Apax Europe VII

2007

1.5

Autobar

Vending machines, distribution and packaging

Charterhouse Capital Partners VII

2004

1.5

Converteam

Manufacturer of power conversion machinery

Barclays European Fund III

2008

1.4

Evonik Industries

Speciality chemicals, power generation and real estate

CVC European Equity Partners V & CVC Tandem

2008

1.4

ista

Heat and water metering

Charterhouse Capital Partners VIII

2007

1.4

Flabeg

Manufacturer of industrial mirror glass components

Industri Kapital 2007

2008

1.3

Jack Wolfskin

Outdoor equipment retailer

Barclays European Fund

2005

1.3

AWAS/Pegasus

Aircraft lessor

Terra Firma Capital Partners III

2007

1.2

Kestrel Holdings

Specialist mortgage lending

Alchemy Investment Plan

2004

1.2

Global Blue

Travel related payment services

Barclays European Fund III

2007

1.2

Minimax

Producer of fire suppression systems

Industri Kapital 2004 & Industri Kapital 2007

2006

1.2

Schenck Process

Provider of industrial weighing and measuring solutions

Industri Kapital 2007

2007

1.1

Flint (Xsys/BASF)

Manufacturer of printing inks

CVC European Equity Partners III

2004

1.1

Not disclosed

Fashion discount retailer

Advent Global Private Equity V

2007

1.1

Tnuva

Food manufacturer and distributor

Apax Europe VII

2008

1.0

Alma Consulting

Operational consulting

Candover 2005 Fund

2007

1.0

Jimmy Choo

Produces women's luxury footwear and handbags

TowerBrook Investors II

2007

1.0

Weather Investments

Portfolio of telecom operators

Apax Europe VII

2008

1.0

PHS

UK business services

Charterhouse Capital Partners VII

2005

0.9

A-Plan Holdings

Retail insurance broking

Barclays European Fund III

2008

0.9

Etanco

Producer of building fastener and fixing systems

Industri Kapital 2007

2008

0.9

Ziggo

Cable operator

Cinven Fourth Fund

2006

0.9

Total of top 30 underlying investments

43.5

 

 

Directors' Report

The directors present their report and the audited financial statements for the year ended 30 September 2010.

 

Business Review

Business and Status

The Company carries on business as an investment trust and has been approved as such by HM Revenue & Customs for the year ended 30 September 2009, subject to their rights to further enquiry under the Finance Act 1998. The Company has subsequently conducted its affairs so as to enable it to continue to seek such approval. The Company is an investment company within the terms of section 833 of the Companies Act 2006. The Manager of the Company is SL Capital Partners LLP. The Board is independent of the Manager and Standard Life.

 

Investment Objective

The investment objective is to achieve long-term capital gains through holding a diversified portfolio of private equity funds investing predominantly in Europe. The full text of the Company's investment policy can be found above and the Portfolio Review section of the Manager's Review explains how the Company has invested its assets with a view to spreading investment risk in accordance with the Company's investment policy during the year under review.

 

Review of performance over one year and five years

An outline of the performance, market background, investment activity and portfolio during the year under review and the performance over the last five years, as well as the investment outlook, are provided in the Chairman's Statement and the Manager's Review.

 

Monitoring performance - Key Performance Indicators

At each Board meeting the directors consider a number of performance indicators to assess the Company's success in achieving its objectives, which include both absolute and relative performance compared to market indices and peer group. The key performance indicators ("KPIs") are established industry measures, covering both the Company and its fund investments, and include:

 

• Net asset value capital return

• Projected and actual portfolio cashflows

• Discount and discount volatility

• Share price capital return

• Expenses and expense ratio

 

The net asset value and share price performance for the year and five years ended 30 September 2010 and since listing are provided in the Financial Summary. The Company's expense ratio and discount levels are provided above. An analysis of the portfolio cashflows, including draw downs, distributions and fund commitments, is provided in the Investment Activity section of the Manager's Review.

 

Principal Risks and Uncertainties

The major focus of the Company is to invest in European private equity funds, which themselves invest in unquoted companies. The Company has the ability to invest up to 20% of its gross assets in funds that operate outside Europe. The aim is to build a portfolio of private equity fund interests diversified by country, industry sector, maturity and number of underlying investments. The financial risk management objectives and policies of the Company are contained in note 19 to the accounts. The principal risks facing the Company relate to the Company's investment activities and include the following:

 

• market risk

• currency risk

• over-commitment risk

• liquidity risk

• credit risk

• interest rate risk

• operating and control environment risk

 

An explanation of these risks and how they are managed is contained in note 19 to the accounts.

 

Social, Community, Employee Responsibilities and Environmental Policy

As an investment trust, the Company has no direct social, community, employee or environmental responsibilities. Its principal responsibility to shareholders is to ensure that the investment portfolio is properly invested and managed. The Company has no employees and no requirement to report separately on this area, as the management of the portfolio has been delegated to the Manager, SL Capital Partners LLP.

 

Statement of Directors' Responsibilities

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the financial statements in accordance with United Kingdom Generally Accepted

Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 

-          select suitable accounting policies and then apply them consistently;

-          make judgements and accounting estimates that are reasonable and prudent;

-          state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-          prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

 

The directors confirm that they comply with all the above requirements. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements and the Directors' Remuneration Report comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

The directors are responsible for the maintenance and integrity of the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

 

Each of the directors confirms that, to the best of their knowledge:

 

-          the financial statements, which have been prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), give a true and fair view of the assets, liabilities, financial position and profit of the company; and

-          the directors' report includes a fair review of the development and performance of the business and the position of the company, together with a description of the principal risks and uncertainties that it faces.

 

For Standard Life European Private Equity Trust PLC

Scott Dobbie CBE

Chairman

Edinburgh, 3 December 2010



INCOME STATEMENT (audited)

for the year ended 30 September 2010

 

 



Revenue

Capital

Total


Notes

£'000

£'000

£'000






Gains/(losses) on investments

9

-

51,693

51,693

Currency gains/(losses)

14

-

944

944

Income from investments

2

1,713

-

1,713

Interest receivable and other income

2

1

-

1

Investment management fee

3

(238)

(2,138)

(2,376)

Administrative expenses

4

(581)

-

(581)



_________

_________

_________






NET RETURN ON ORDINARY ACTIVITIES





BEFORE FINANCE COSTS AND TAXATION


895

50,499

51,394

Finance costs

5

(191)

(1,716)

(1,907)



_________

_________

_________






NET RETURN ON ORDINARY ACTIVITIES





BEFORE TAXATION


704

48,783

49,487

Taxation

6

(161)

141

(20)



_________

_________

_________






NET RETURN ON ORDINARY ACTIVITIES





AFTER TAXATION


543

48,924

49,467



_________

_________

_________

NET RETURN PER ORDINARY SHARE

8

0.34p

30.36p

30.70p



_________

_________

_________

DILUTED NET RETURN PER ORDINARY SHARE

8

0.34p

30.30p

30.64p



_________

_________

_________

 

The "Total" column of this statement represents the profit and loss account of the Company.

All revenue and capital items in the above statement derive from continuing operations.

No operations were acquired or discontinued in the year.

A Statement of Total Recognised Gains and Losses has not been prepared as all gains and losses are recognised in the Income Statement.

The dividend which has been recommended based on this Income Statement is 0.2p (2009 - 0.1p) per ordinary share.



INCOME STATEMENT (audited)

for the year ended 30 September 2009

 

 



Revenue

Capital

Total


Notes

£'000

£'000

£'000






Gains/(losses) on investments

9

-

(100,733)

(100,733)

Currency gains/(losses)

14

-

(4,938)

(4,938)

Income from investments

2

1,363

-

1,363

Interest receivable and other income

2

86

-

86

Investment management fee

3

(220)

(1,984)

(2,204)

Administrative expenses

4

(580)

(7)

(587)



_________

_________

_________






NET RETURN ON ORDINARY ACTIVITIES





BEFORE FINANCE COSTS AND TAXATION


649

(107,662)

(107,013)

Finance costs

5

(250)

(2,247)

(2,497)



_________

_________

_________






NET RETURN ON ORDINARY ACTIVITIES





BEFORE TAXATION


399

(109,909)

(109,510)

Taxation

6

(88)

21

(67)



_________

_________

_________






NET RETURN ON ORDINARY ACTIVITIES





AFTER TAXATION


311

(109,888)

(109,577)



_________

_________

_________

NET RETURN PER ORDINARY SHARE

8

0.19p

(68.43p)

(68.24p)



_________

_________

_________

DILUTED NET RETURN PER ORDINARY SHARE

8

0.19p

(68.43p)

(68.24p)



_________

_________

_________

 

 


RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS (audited)

 

For the year ended
30 September 2010






Capital






Share

Share

Special

redemption

Capital

Revenue




capital

premium

reserve

reserve

reserves

reserve

Total


Notes

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Balance at 30 September 2009


356

79,356

79,148

3

101,498

5,280

265,641

Total recognised gains


-

-

-

-

48,924

543

49,467

Conversion of founder A shares


-

217

-

-

-

-

217

Scrip Issue of ordinary shares


1

77

-

-

-

-

78

Dividends paid

7

-

-

-

-

-

(161)

(161)



______

_______

______

_______

________

_______

_______

Balance at 30 September 2010

13,14

357

79,650

79,148

3

150,422

5,662

315,242



______

_______

______

_______

________

_______

_______










For the year ended
30 September 2009






Capital






Share

Share

Special

redemption

Capital

Revenue




capital

premium

reserve

reserve

reserves

reserve

Total


Notes

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Balance at 30 September 2008


354

78,535

79,148

2

211,386

6,088

375,513

Total recognised (losses)/gains


-

-

-

-

(109,888)

311

(109,577)

Conversion of founder A shares


-

256

-

1

-

-

257

Scrip Issue of ordinary shares


2

565

-

-

-

-

567

Dividends paid

7

-

-

-

-

-

(1,119)

(1,119)



______

_______

______

_______

________

_______

_______

Balance at 30 September 2009

13,14

356

79,356

79,148

3

101,498

5,280

265,641



______

_______

______

_______

________

_______

_______

 

 

 

 

 

 

 


BALANCE SHEET (audited)

 


As at

As at


30 September

30 September


2010

2009


£000

£000

£000

£000


Notes





NON-CURRENT ASSETS






Investments at fair value through profit or loss

9


369,630


293,106







CURRENT ASSETS






Debtors

10

108


161


Cash and short term deposits


6,403


2,378




_________


_________




6,511


2,539


CREDITORS: AMOUNTS FALLING






DUE WITHIN ONE YEAR

11

(60,899)


(30,004)




_________


_________


NET CURRENT LIABILITIES



(54,388)


(27,465)




_________


_________

TOTAL ASSETS LESS CURRENT LIABILITIES



315,242


265,641




_________


_________







CAPITAL AND RESERVES






Called up share capital

13


357


356

Share premium

14


79,650


79,356

Special reserve

14


79,148


79,148

Capital redemption reserve

14


3


3

Capital reserves

14


150,422


101,498

Revenue reserve

14


5,662


5,280




_________


_________

TOTAL SHAREHOLDERS' FUNDS



315,242


265,641




_________


_________

ANALYSIS OF SHAREHOLDERS' FUNDS






Equity interests (ordinary shares)



315,208


265,607

Non-equity interests (founder shares)

13


34


34




_________


_________




315,242


265,641




_________


_________

NET ASSET VALUE PER EQUITY SHARE

16


195.3p


164.9p




_________


_________

 

The financial statements were approved by the Board on 3 December 2010 and were signed on its behalf by:

 

SCOTT DOBBIE CBE, Chairman

3 December 2010



 

CASHFLOW STATEMENT (audited)

 

 



For the year

For the year

 



ended 30 September

ended 30 September

 



2010

2009



£'000

£'000

£'000

£'000

NET CASH OUTFLOW FROM OPERATING ACTIVITIES

15


(1,252)


(1,521)







NET CASH OUTFLOW






FROM SERVICING OF FINANCE



(1,921)


(2,656)







NET CASH INFLOW FROM TAXATION



8


274







FINANCIAL INVESTMENT






Purchase of investments

9

(47,994)


(48,296)


Disposal of underlying investments by funds

9

21,273


18,193


Disposal of fund investments by way of secondary sales

9

1,890


48,348




_________


_________


NET CASH (OUTFLOW)/INFLOW



(24,831)


18,245

FROM FINANCIAL  INVESTMENTS












ORDINARY DIVIDENDS PAID



(78)


(547)




_________


_________







NET CASH (OUTFLOW)/INFLOW BEFORE FINANCING



(28,074)


13,795

Net proceeds on issue of ordinary shares


212


252


Bank loans drawn down/(repaid)


30,943


(10,020)




_________


_________


NET CASH INFLOW/(OUTFLOW)FROM FINANCING



31,155


(9,768)




_________


_________

INCREASE IN CASH



3,081


4,027




_________


_________







RECONCILIATION  OF NET CASH FLOW TO MOVEMENT IN NET FUNDS






Increase in cash as above



3,081


4,027

(Drawdown)/repayment of loan



(30,943)


10,020

Currency movements



944


(4,938)




_________


_________

MOVEMENT IN NET DEBT IN THE PERIOD



(26,918)


9,109

Opening net debt



(27,324)


(36,433)




_________


_________

CLOSING NET DEBT



(54,242)


(27,324)




_________


_________

REPRESENTED BY:






Cash and short term deposits



6,403


2,378

Loans



(60,645)


(29,702)




_________


_________




(54,242)


(27,324)




_________


_________







 

Notes:

1  Accounting Policies


(a) Basis of preparation and going concern

The financial statements have been prepared under the historical cost convention, as modified to include the revaluation of investments, and in accordance with applicable UK Accounting Standards and with the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies' (issued January 2009). They have also been prepared on the assumption that approval as an investment trust will continue to be granted. The financial statements have been prepared on a going concern basis. The financial statements, and the net asset value per equity share figures, have been prepared in accordance with UK Generally Accepted Accounting Principles ("UK GAAP"). The directors consider the Company's functional currency to be sterling, as the Company is registered in Scotland, the Company's shareholders are predominantly based in the UK and the Company is subject to the UK's regulatory environment.


(b) Revenue, expenses and finance cost

Dividends from quoted investments are included in revenue by reference to the date on which the price is marked ex-dividend. Interest on quoted investments and other interest receivable are dealt with on an effective interest rate basis. Dividends and income from unquoted investments are included when the right to receipt is established. All expenses are accounted for on an accruals basis. Expenses are charged through the revenue account of the Income Statement except as follows:


 -    transaction costs incurred on the purchase and disposal of investments are recognised as a capital item in the Income Statement; and

 -    the Company charges 90% of investment management fees and finance costs to capital, in accordance with the Board's expected long-term split of returns between capital gains and income from the Company's investment portfolio.


(c) Investments

Investments have been designated upon initial recognition as fair value through the profit or loss. Investments are recognised as at the date of the commitment to the fund and removed when the fund is wound up. Subsequent to initial recognition, investments are valued at fair value as detailed below. Gains and losses arising from changes in fair value are included in net profit or loss for the period as a capital item in the Income Statement and are ultimately recognised in the unrealised reserve.


Unquoted investments are stated at the Directors' estimate of fair value and follow the recommendations of the EVCA and the BVCA. The estimate of fair value is normally the latest valuation placed on a fund by its manager as at the balance sheet date. The valuation policies used by the manager in undertaking that valuation will generally be in line with the joint publication from the BVCA and the EVCA, 'International Private Equity and Venture Capital Valuation guidelines'. Where formal valuations are not completed as at the balance sheet date the valuation from the fund manager is adjusted for any subsequent cash flows occurring between the valuation date and the balance sheet date. The Company's Manager may further adjust such valuations to reflect any changes in circumstances from the last managers formal valuation date to arrive at the estimate of fair value.


(d) Dividends payable - Interim and final dividends are recognised in the period in which they are paid. Scrip dividends are recognised in the period in which shares are issued.


(e) Capital reserves - Gains or losses on investments realised in the year that have been recognised in the Income Statement are transferred to the "capital reserve - gains/(losses) on disposal". In addition, any prior unrealised gains or losses on such investments are transferred from the "capital reserve - revaluation" to the "capital reserve - gains/(losses) on disposal" on the disposal of the investment. Increases and decreases in the fair value of investments are recognised in the Income Statement and are then transferred to the "capital reserve - revaluation".


(f) Taxation

i)   Current taxation - Provision for corporation tax is made at the current rate on the excess of taxable income net of any allowable deductions.

ii)  Deferred taxation is recognised in respect of all temporary differences that have originated but not reversed at the balance sheet date, where transactions or events that result in an obligation to pay more or a right to pay less tax in future have occurred at the balance sheet date, measured on an undiscounted basis and based on enacted tax rates. This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of the underlying temporary differences can be deducted. Temporary differences are differences arising between the Company's taxable profits and its results as stated in the accounts which are capable of reversal in one or more subsequent periods.


Due to the Company's status as an investment trust company, and the intention to continue meeting the conditions required to obtain approval in the foreseeable future, the Company has not provided deferred tax on any capital gains and losses arising on the revaluation or disposal of investments.


(g)  Overseas currencies - Overseas assets and liabilities are translated at the exchange rate prevailing at the Company's balance sheet date.  Gains or losses on translation of investments held at the year end are accounted for through the unrealised capital reserve.  Gains or losses on the translation of overseas currency balances held at the year end are accounted for through the realised capital reserve.


Rates of exchange to sterling as at 30 September were:





2010

2009

Euro

1.1543

1.0942

US Dollar

1.5758

1.5993




Transactions in overseas currency are translated at the exchange rate prevailing on the date of transaction.

 



Year to

Year to



30 September 2010

30 September 2009

2

Income

£'000

£'000






Income from unquoted investments

1,713

1,363


Interest receivable on cash

-

71


Other income

1

15



______________

______________


Total income

1,714

1,449



______________

______________

 



Year to 30 September 2010

Year to 30 September 2009



Revenue

Capital

Total

Revenue

Capital

Total

3

Investment management fee

£'000

£'000

£'000

£'000

£'000

£'000


















Investment management fee

238

2,138

2,376

220

1,984

2,204










The investment management fee payable to the Manager is 0.8% per annum of the investments and other assets of the company and any subsidiaries less the aggregate of the liabilities of the Company and any subsidiaries.  The investment management fee is allocated 90% to the realised capital reserve and 10% to the revenue account.  The management agreement between the Company and the Manager is terminable by either party on twelve months written notice.

 



Year to

Year to



30 September 2010

30 September 2009



Total

Total

4

Administrative expenses

£'000

£'000


Secretarial and administration fee

177

172


Directors' fees

154

151


Auditors' remuneration - statutory audit

21

26


                                      - interim review

14

13


                                      - other assurance

1

1


Legal fees

25

40


Fees and subscriptions

44

45


Professional and consultancy fees

52

60


Other expenses

93

79



______________

______________



581

587



______________

______________


Irrecoverable VAT has been shown under the relevant expense line. In the year to 30 September 2010: nil  (2009: £7,000) of administrative expenses were charged to capital.




The secretarial and administration fee is payable to Aberdeen Asset Managers Limited and is adjusted in line with the retail prices index on 1 July each year.  The secretarial and administration agreement is terminable by either party on three months' notice.




The emoluments of the Chairman, who was the highest paid Director, were £38,500 (2009 - £38,500) per annum.  The emoluments of each of the other directors were £22,000 (2009 - £22,000) per annum, except for Hamish Buchan who received an additional £5,500 (2009 - £5,500) as Senior Independent Director and Chairman of the Audit Committee.

 



Year to 30 September 2010

Year to 30 September 2009



Revenue

Capital

Total

Revenue

Capital

Total

5

Finance costs

£'000

£'000

£'000

£'000

£'000

£'000


Bank loans

191

1,716

1,907

250

2,247

2,497









 

 



Year to 30 September 2010

Year to 30 September 2009



Revenue

Capital

Total

Revenue

Capital

Total

6

Taxation

£'000

£'000

£'000

£'000

£'000

£'000








(a)

Factors affecting the current tax charge for the year 









Return on ordinary activities before taxation

704

48,783

49,487

399

(109,909)

(109,510)



_______

_______

_______

_______

_______

_______


The tax assessed for the year is different from the standard rate of corporation tax in the UK.  The differences are explained below. 










Return on ordinary activities multiplied by the








effective rate of corporation tax in the UK (28%)

197

13,659

13,856

112

(30,775)

(30,663)


Capital (gains)/losses*

-

(13,659)

(13,659)

-

30,775

30,775


Franked investment income taxed at source

(25)

-

(25)

-

-

-


Non taxable overseas dividends

(3)

-

(3)

-

-

-


Overseas withholding tax

28

-

28

91

-

91


Overprovision from previous period

(8)

-

(8)

(24)

-

(24)


Double tax relief

(28)

-

(28)

(91)

-

(91)


Tax relief for expenses taken to capital

-

(141)

(141)

-

(21)

(21)



_______

_______

_______

_______

_______

_______


Current tax charge/(credit) for the year

161

(141)

20

88

(21)

67



_______

_______

_______

_______

_______

_______




*The Company carries on business as an investment trust company with respect to sections 1158-1159 of the Corporation Tax Act 2010.  As such any capital gains are exempt from UK taxation.







Year to

Year to



30 September 2010

30 September 2009



£'000

£'000

(b)

Analysis of charge throughout the year




Current tax




Overseas withholding tax

28

91


Overprovision from previous period

(8)

(24)



____________

____________



20

67



____________

____________



(c)

Factors that may affect future tax charges


At the year end there is a potential deferred tax asset of £938,000 (2009 : £1,164,000) in relation to excess management expenses carried forward. The deferred tax asset is unrecognised at the year end in line with the stated accounting policy.

 



Year to

Year to



30 September 2010

30 September 2009

7

Dividend on ordinary shares

£'000

£'000


Amount recognised as a distribution to equity holders in the year:








Dividend paid in the year ended 30 September 2010 of 0.10p (2009 - 0.70p) per ordinary share paid on




29 January 2010 (2009 - paid on 30 January 2009)

78

547






Scrip dividend issue of 83,755 shares, in lieu of cash dividend, in the year ended 30 September 2010 (2009 - 881,040 shares)

83

572


____________

____________



161

1,119



____________

____________


During the period the company issued 83,755 ordinary shares of 0.2p as a result of elections received following a scrip dividend offer in respect of the 2009 final dividend.   One new ordinary share was issued for every 99.1p otherwise payable as a cash dividend.




Set out below are the total dividend paid and proposed in respect of the financial year, which is the basis on which the requirements of Sections 1158-1159 of the Corporation Tax Act 2010 are considered. The revenue available for distribution by way of a dividend for the year is £543,000 (2009 - £311,000). 






Proposed final dividend of 0.2p per ordinary share (dividend proposed at 30 September 2009 - 0.1p per




ordinary share) due to be paid on 28 January 2011 (paid 29 January 2010).

323

161



____________

____________

 

 



Year to 30 September 2010

Year to 30 September 2009

8

Return per ordinary share

p

£'000

p

£'000


The return per ordinary share is based on the following figures:












Revenue return

0.34

543

0.19

311


Capital return

30.36

48,924

(68.43)

(109,888)



______

_________

______

__________


Total return

30.70

49,467

(68.24)

(109,577)



______

_________

______

__________


Weighted average number of ordinary shares in issue:


161,122,847


160,583,224









Year to 30 September 2010

Year to 30 September 2009



p

£'000

p

£'000







The fully diluted return per ordinary share is based on the following figures:












Revenue return (fully diluted)

0.34

543

0.19

311


Capital return (fully diluted)

30.30

48,924

(68.43)

(109,888)



______

_________

______

__________


Total return (fully diluted)

30.64

49,467

(68.24)

(109,577)



______

_________

______

__________


Fully diluted returns have been calculated on the basis set out in Financial Reporting Standard 22 'Earnings per share' ('FRS 22'). For the year ended 30 September 2010, this is based on 161,434,348 shares, comprising the weighted average 161,122,847 ordinary shares and 311,501 founder A shares capable of conversion. For the year ended 30 September 2009, this is based on the weighted average of 160,583,224 ordinary shares, as the founder A shares do not have a dilutive effect in this period as the conversion price is greater than the average share price.

 



30 September 2010

30 September 2009

9

Investments

£'000

£'000


Fair value through profit or loss:




Opening market value

293,106

412,084


Opening investment holding losses

86,163

15,351



__________

__________


Opening book cost

379,269

427,435






Movements in the year:




Additions at cost

47,994

48,296


Disposal of underlying investments by funds

(21,273)

(18,193)


Disposal of fund investments by way of secondary sales

(1,890)

(48,348)



__________

__________



404,100

409,190






Gains on disposal of underlying investments

8,433

13,635


Losses on disposal of fund investments

(4,638)

(43,556)



__________

__________


Closing book cost

407,895

379,269


Closing investment holding losses

(38,265)

(86,163)



__________

__________


Closing market value

369,630

293,106



__________

__________







Year to

Year to



30 September 2010

30 September 2009



£'000

£'000


Gains/(losses) on investments:




Net gains/(losses) on disposal of unquoted investments

3,795

(29,921)


Net revaluation of unquoted investments

47,898

(70,812)



__________

__________



51,693

(100,733)



__________

__________


Transaction costs




During the year expenses were incurred in acquiring or disposing of investments. These have been expensed through capital and are included within gains/(losses) on investments in the Income Statement. The total costs were as follows:






Secondary sales

53

1,122


Purchases in respect of new unquoted fund investments

4

27



__________

__________



57

1,149



__________

__________

 



30 September 2010

30 September 2009

10

Debtors

£'000

£'000


Amounts falling due within one year:




Prepayments

108

161



__________

__________







108

161



__________

__________

 



Year to

Year to



30 September 2010

30 September 2009

11

Creditors: amounts falling due within one year

£'000

£'000


Bank loans (see note 12)

60,645

29,702


Management fee

51

86


Secretarial fee

46

86


Other accruals

87

46


Loan interest and commitment fee

70

84



__________

__________



60,899

30,004



__________

__________

 



30 September 2010

30 September 2009

12

Bank loans

£'000

£'000


Unsecured bank loans repayable within one year:




€20,000,000 at 3.118% repayable 25 October 2010

17,327

-


€50,000,000 at 3.121% repayable 29 October 2010

43,318

-


€5,000,000 at 2.949% repayable 23 October 2009

-

4,570


€27,500,000 at 2.938% repayable 30 October 2009

-

25,132



__________

__________



60,645

29,702



__________

__________


At 30 September 2010, the Company had a £100 million committed, multi currency syndicated revolving credit facility led by The Royal Bank of Scotland plc of which £60.6m (2009 - £29.7m) had been drawn down in euros. The interest rate on this facility was LIBOR plus 2.5% and the commitment fee payable on non-utilisation was 1.0% per annum.




On 29 November 2010, the Company entered into a new £120 million committed, multi currency syndicated revolving credit facility led by The Royal Bank of Scotland plc, which expires on 31 December 2013. The interest rate on this facility is LIBOR plus 2.50% and the commitment fee payable on non-utilisation is 1.0% per annum.

 

 



30 September 2010

30 September 2009

13

Called up share capital

£

£


Issued:




161,372,793 (2009 - 161,066,017) ordinary shares of 0.2p - fully paid

322,746

322,132


16,242,002 (2009 - 16,465,023) founder A shares of 0.2p - partly paid

16,426

16,651


17,500,000 (2009 - 17,500,000) founder B shares of 0.2p - partly paid

17,687

17,687



__________

__________



356,859

356,470



__________

__________






On 2 May 2001, 14,835,625 founder A shares and 14,835,625 founder B shares were allotted each partly paid up at 0.1p per share and 2,664,375 founder A shares and 2,664,375 founder B shares were allotted each partly paid up at 0.11p per share.  The founder shares are entitled to a fixed non-cumulative dividend of 0.05% per annum on the nominal amount per share paid up.  The founder shares do not carry any right to vote, except in the case of changes to class rights.




At 30 September 2010, 3,596,981 (2009: 3,820,002) founder A shares were in issue.  During the year 223,021 founder A shares were converted into ordinary shares of 0.2p at a cost of £222,800 before deduction of conversion costs of £5,600.  The Company also issued 83,755 ordinary shares of 0.2p as a result of elections received following a scrip dividend offer in respect of the 2009 final dividend. One new ordinary share was issued for every 99.1p otherwise payable as a cash dividend.




Following the end of the founder A shares performance period on 30 September 2006, as of 30 September 2010, 3,596,981 founder A shares (2009: 3,820,002) have a right to convert into an equivalent number of ordinary shares at a conversion price of £1 per ordinary share up to 31 December 2013.

 






Capital reserves




Share premium account

Special reserve

Capital redemption reserve

- gains/ (losses) on disposal

- revaluation

Revenue reserve

14

Reserves

£'000

£'000

£'000

£'000

£'000

£'000


Opening balances at 1 October 2009

      79,356

    79,148

                     3

187,661

(86,163)

      5,280


Gains on disposal of unquoted investments

-

-

-

3,795

-

-


Management fee charged to capital

-

-

-

(2,138)

-

-


Finance costs charged to capital

-

-

-

(1,716)

-

-


Tax relief on management fees and finance costs above

-

-

-

141

-

-


Currency gains

-

-

-

944

-

-


Revaluation of unquoted investments

-

-

-

-

47,898

-


Conversion of founder A shares

223

-

-

-

-

-


Expenses of conversion of founder A shares

(6)

-

-

-

-

-


Scrip issue of ordinary shares

83

-

-

-

-

-


Expenses of conversion of scrip issue

(6)

-

-

-

-

-


Return on ordinary activities after taxation

-

-

-

-

-

543


Dividends during the period

-

-

-

-

-

(161)



_______

______

_________

_______

_______

_____


Closing balances at 30 September 2010

    79,650

 79,148

                3

  188,687

(38,265)

   5,662



_______

______

_______

______

_______

_____



 

 

Court approval was given on 27 September 2001 for 50% of the initial premium arising on the issue of the ordinary share capital to be cancelled and transferred to a special reserve.  The reserve is a distributable reserve and may be applied in any manner as a distribution, other than by way of a dividend.

 



Year to

Year to

15

Reconciliation of net return on ordinary activities before taxation to net cash outflow from operating activities

30 September 2010

30 September 2009



£'000

£'000


Net total return before finance costs and taxation

51,394

(107,013)





Adjustment for:




(Gains)/losses on disposal of unquoted investments

(3,795)

29,921


Revaluation of unquoted investments

(47,898)

70,812


Currency (gains)/losses on cash balances

(944)

4,938


Decrease/(increase) in debtors

53

(123)


(Decrease)/increase in creditors

(34)

35


Tax deducted from non - UK income

(28)

(91)



_________

_________


Net cash outflow from operating activities

(1,252)

(1,521)



_________

_________

 

16

Net asset value per ordinary share

30 September 2010

30 September 2009


Basic:




Ordinary shareholders' funds

£315,207,880

£265,607,000


Number of ordinary shares in issue

161,372,793

161,066,017


Net asset value per ordinary share

195.3p

164.9p






Diluted:




Ordinary shareholders' funds

£318,804,861

£269,427,002


Number of ordinary shares in issue

164,969,774

164,886,019


Net asset value per ordinary share

193.3p

163.4p






The net asset value per ordinary share and ordinary shareholders' funds are calculated in accordance with the Company's articles of association.

 



30 September 2010

30 September 2009

17

Commitments and contingent liabilities

£'000

£'000


Outstanding calls on investments

150,331

227,758



_________

_________






This represents commitments made to fund investments remaining undrawn. 

 

18

Parent undertaking and related party transactions


The Manager during the year was SL Capital Partners LLP which is 60% owned by Standard Life Investments Limited and 40% by its eight senior private equity managers. Standard Life Investments Limited is a wholly owned subsidiary of Standard Life PLC, the ultimate parent undertaking of the Company. The accounts of the ultimate parent undertaking are the only group accounts incorporating the accounts of the Company. Copies of the accounts of the ultimate parent undertaking can be obtained at Standard Life House, 30 Lothian Road, Edinburgh EH1 2DH.

 


Standard Life PLC and the Company have entered into a relationship agreement which provides that, for so long as Standard Life PLC and its subsidiaries exercise, or control the exercise, of 30% or more of the voting rights of the Company, Standard Life PLC will not seek to nominate directors who are not independent of Standard Life PLC and will not take, in its capacity as a beneficial holder of any ordinary shares, any action which would be detrimental to the general body of shareholders. For this purpose any action which has the support or recommendation of a majority of the directors shall be deemed not to be detrimental. A more detailed summary of the terms of the relationship agreement are set out in the Directors' Report of the 2010 Annual Report and Accounts.

 


During the year ended 30 September 2010 the Manager charged management fees totalling £2,376,000 (2009 - £2,204,000) to the Company in the normal course of business. The balance of management fees outstanding at 30 September 2010 was £51,000 (2009 - £86,000).

 


At 30 September 2010, the Company had a £100 million committed, multi currency syndicated revolving credit facility led by The Royal Bank of Scotland plc ("RBS"). Standard Life Assurance Limited ("SLAL"), a subsidiary of Standard Life PLC, participated in the syndicated facility on an arm's length basis and had a commitment of £40 million. Under the terms of the agreement, SLAL received £703,000 during the year ended 30 September 2010 (2009 - £826,000). Under the new loan facility disclosed in note 12 above, SLAL retains a £40 million commitment. Donald Workman, who is a director of the Company and an investment director within the Corporate Markets division of RBS, took no part in the Board's deliberations concerning, or its approval of, the credit facilities. Within parameters agreed with the Board, it is Standard Life Investment's treasury team which determines the funds in which the Company's surplus cash is invested from time to time.




No other related party transactions were undertaken during the year ended 30 September 2010.

 

19

Risk management, financial assets and liabilities


Financial assets and liabilities


The Company's financial instruments comprise fund and other investments, cash balances, loans and debtors and creditors that arise from its operations.  The assets and liabilities are managed with the overall objective of achieving long-term capital gains for shareholders.




Summary of Financial Assets and Financial Liabilities by category


The carrying amounts of the Company's financial assets and financial liabilities, as recognised at the balance sheet date of the reporting periods under review, are categorised as follows:

 



30 September
2010

30 September 2009



£'000

£'000


Financial Assets




Financial assets at fair value through profit or loss:




 Fixed asset investments - designated as such on initial recognition

369,630

293,106


Loans and receivables:




Current assets:




Debtors (accrued income and other debtors)

108

161


Cash and short-term deposits

6,403

2,378



_________

_________



376,141

295,645



_________

_________


Financial Liabilities




Measured at amortised cost:




Creditors: amounts falling due within one year:




Bank loans

60,645

29,702


Accruals

254

302



_________

_________



60,899

30,004



_________

_________


Fair values of financial assets and financial liabilities


The carrying value of the current assets and liabilities is deemed to be fair value due to the short term nature of the instruments and/or the instruments bearing interest at the market rates.




Risk management


The directors manage investment risk principally through setting an investment policy and by contracting management of the Company's investments to an investment manager under terms which incorporate appropriate duties and restrictions and by monitoring performance in relation to these. The Company's investments are in private equity funds, typically unquoted limited partnerships. These are valued by their managers generally in line with the EVCA and the BVCA guidelines, which provide for a fair value basis of valuation. The funds may hold investments that have become quoted and these will be valued at the appropriate listed price, subject to any discount for marketability restrictions. 




As explained in the Company's investment policy, risk is spread by investing across a range of countries and industrial sectors, thereby reducing excessive exposure to particular areas.  The Manager's investment review and monitoring process is used to identify and, where possible, reduce risk of loss of value in the Company's investments.  Any surplus funds are invested in 'AAA' rated money market funds, which generate securities income rather than interest in order to meet the income requirements of investment trust status.  The money market fund investments are monitored by the treasury team of Standard Life Investments for credit risk and interest rate risk.




The Company's investing activities expose it to various types of risk that are associated with the financial instruments and markets in which it invests. The most important types of financial risk to which the Company is exposed are market risk, currency risk, over-commitment risk, liquidity risk, credit risk and interest rate risk.




The nature and extent of the financial instruments outstanding at the balance sheet date and the risk management policies employed by the Company are discussed below.




Market risk


The Company is at risk of the economic cycle impacting the quoted markets and hence potentially affecting the pricing of new underlying investments, the valuation of existing underlying investments and the price and timing of exits.  By having a diversified and rolling portfolio of fund investments the Company is well placed to take advantage of economic cycles.




100% of the Company's investments are in unquoted funds held at fair value. The valuation methodology employed by the managers of these funds may include the application of EBITDA ratios derived from listed companies with similar characteristics. Therefore, the value of the Company's portfolio is indirectly affected by price movements on listed exchanges. A 10% increase in the valuation of unquoted investments at 30 September 2010 would have increased the net assets attributable to the Company's shareholders and the total return for the year by £36,963,000 (2009: £29,311,000); a 10% change in the opposite direction would have decreased the net assets attributable to the Company's shareholders and the total return for the year by an equivalent amount.




Currency risk


The Company makes fund commitments in currencies other than sterling and, accordingly, a significant proportion of its investments and cash balances are in currencies other than sterling.  In addition, the Company's syndicated revolving credit facility is a multi-currency facility. Therefore, the Company's balance sheet is sensitive to movements in foreign exchange rates. The Manager monitors the Company's exposure to foreign currencies and reports to the Board on a regular basis. It is not the Company's policy to hedge this foreign currency risk. Over time, it is expected that the majority of the Company's commitments and investments will be denominated in euros. Accordingly, the majority of the Company's liquidity and any indebtedness is usually held in that currency. No currency swaps or forwards were used during the year.




The table below sets out the Company's currency exposure.



30 September 2010

30 September 2009



Local

Sterling

Local

Sterling



Currency

Equivalent

Currency

Equivalent



'000s

£'000

'000s

£'000


Fixed asset investments: unquoted






Sterling

26,488

26,488

27,252

27,252


Euro

321,703

278,700

230,892

211,014


US Dollar

101,548

64,442

87,708

54,840








Cash and short term deposits:






Sterling

438

438

478

478


Euro

5,866

5,082

1,425

1,303


US Dollar

1,391

883

955

597








Other debtors and creditors:






Sterling

(140)

(140)

(138)

(138)


Euro

(70,009)

(60,651)

(32,505)

(29,705)




_________


_________


Total


315,242


265,641




_________


_________








Outstanding commitments:






Sterling

5,409

5,409

7,616

7,616


Euro

144,402

125,099

215,939

197,349


US Dollar

31,237

19,823

36,453

22,793




_________




Total


150,331


227,758




_________


_________








The revenue account is subject to currency fluctuations arising on overseas income.  The Company does not hedge this currency risk.




Currency sensitivity


During the year ended 30 September 2010 sterling appreciated by 5.5% relative to the euro (2009: depreciated 13.8%) and depreciated by 1.5% relative to the US dollar (2009: depreciated 10.3%).




To highlight the sensitivity to currency movements, if the value of sterling had weakened against both of the above currencies by a further 10%, the capital loss would have decreased for the year by £25,681,000 (2009: decrease of £21,639,000 in capital loss); a 10% change in the opposite direction would have increased the capital loss for the year by an equivalent amount.




The calculations above are based on the portfolio valuation and cash and loan balances as at the respective balance sheet dates and are not necessarily representative of the year as a whole.




Based on similar assumptions, the amount of outstanding commitments would have increased by £13,175,000 at the year end (2009: £20,013,000), a 10% change in the opposite direction would have decreased the amount of outstanding commitments by an equivalent amount.




Over commitment risk



The Board has taken the decision to make commitments to new fund investments which are greater than the current cash and committed credit facilities. As private equity funds generally call monies over a five year period whilst they are making investments, the draw downs for funds which are investing should be offset by the more mature funds which are realising their investments and distributing cash back to the Company. The Manager monitors the Company's ongoing cash requirements by the use of cash flow modelling and reports to the Board on a regular basis. To minimise the risk of having an obligation to pay out more cash than is in the bank or on short-term deposit on any particular day, a committed, multi-currency revolving credit facility was arranged, led by The Royal Bank of Scotland plc. At 30 September 2010, £60.6 million of the loan facility had been drawn down (2009: £29.7 million). To minimise over commitment risk, during the year ended 30 September 2010, the Company disposed of part of one private equity fund interest (2009: disposed of all or part of 11 private equity fund interests) and made an election to cap its exposure to one fund interest (2009: one fund interest). This released the Company from £16.7 million of outstanding commitments (2009: £169.7 million)




Liquidity risk


The Company has significant investments in unquoted fund investments which are relatively illiquid. As a result, the Company may not be able to quickly liquidate its investments in these funds at an amount close to their fair value in order to meet its liquidity requirements, including the need to meet outstanding undrawn commitments. The Company manages its liquid investments to ensure sufficient cash is available to meet contractual commitments and also seeks to have cash available to meet other short term financial needs. Short term flexibility is achieved, where necessary, through the use of the syndicated revolving multi-currency loan facility.  Liquidity risk is monitored by the Manager on an ongoing basis and by the Board on a regular basis. A maturity analysis of all financial liabilities is included in notes 11 and 12.




Credit risk



Credit risk is the exposure to loss from failure of a counterparty to deliver securities or cash for acquisitions or disposals of investments or to repay deposits. The Company places funds with authorised deposit takers from time to time and, therefore, is potentially at risk from the failure of any such institution. At the period end, the Company's financial assets exposed to credit risk amounted to the following:



30 September
2010

30 September
2009



£'000

£'000


Cash and short term deposits

6,403

2,378



_________

_________






As 30 September 2010, all of the Company's cash was held by JP Morgan Chase Bank ("JP Morgan") which was rated 'AA -' by Standard and Poors. The Board monitors the risk by reviewing the internal control report of JP Morgan annually. Should the credit quality or the financial position of JP Morgan deteriorate significantly the Manager would move the cash balances to another institution.




Interest rate risk


The Company will be affected by interest rate changes as it holds some interest bearing financial assets and liabilities which are shown in the table below, however, the majority of its financial assets are investments in private equity funds which are non-interest bearing.  Interest rate movements may affect the level of income receivable on cash deposits and interest payable on the Company's variable rate borrowings. The possible effects on the cashflows that could arise as a result of changes in interest rates are taken into account when making investment and borrowing decisions. Derivative contracts are not used to hedge against any exposure to interest rate risk.




Interest risk profile


The interest rate risk profile of the portfolio of financial assets and liabilities at the balance sheet date was as follows:







30 September 2010

30 September 2009



Weighted average

Weighted average



interest rate

interest rate



%

£'000

%

£'000


Floating rate






Financial assets: Cash and short term deposits

-

6,403

-

2,378



_________

______

_________

_______



-

6,403

-

2,378



_________

______

_________

_______


Fixed rate






Financial liabilities: Bank loans

3.12

(60,645)

2.94

(29,702)



_________

______

_________

_______



3.12

(60,645)

2.94

(29,702)



_________

______

_________

_______








The weighted average interest rate is based on the current yield of each asset, weighted by its market value.  The weighted average interest rate on the bank loans is based on the interest rate payable, weighted by the total value of the loans.  The weighted average period for which rates are fixed on the bank loans is 30.5 days (2009 - 30.0 days).  The maturity dates of the bank loans are shown in note 12 to the financial statements.




Interest rate sensitivity


An increase of 1% in interest rates would have decreased the net assets attributable to the Company's shareholders and decreased the total gain for the year ended 30 September 2010 by £19,000 (2009: £24,000). A decrease of 1% would have increased the net assets attributable to the Company's shareholders and increase the total gain for the year ended 30 September 2010 by an equivalent amount. The calculations are based on the interest paid and received during the year.




Operating and control environment risk


The Board is responsible for the Company's system of internal controls. The Manager and the Administrator have in place control systems which include the custody and safeguard of the Company's assets, compliance with regulations (mainly Sections 1158-1159 of the Corporation Tax Act 2010, Companies Act and Listing Rules) and the provision of accurate financial reporting.  There is a risk that the Manager and Administrator fail to ensure that their controls are performed in a satisfactory manner. The Board monitors the services and systems provided by the Manager and Administrator and reviews their internal control reports to ensure that an effective system of internal controls is maintained. 

 

20.

Fair Value hierarchy


The Company adopted the amendments to FRS 29 'Financial Instruments:Disclosures' effective from 1 January 2009. These amendments require an entity to classify fair value measurements using a fair value hierarchy that reflects the significance of the input:




 -       Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;


 -       Level 2: inputs other than quoted prices included within Level 1 that are observable for the assets or liability, either directly (ie as prices) or indirectly (ie derived from prices); and


 -       Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).




The financial assets and liabilities measured at fair value in the statement of financial position are grouped into the fair value hierarchy at 30 September 2010 as follows:






Level 1

Level 2

Level 3

Total



Note

£'000

£'000

£'000

£'000









Financial assets at fair value through profit or loss







Unquoted Equities

a)

-

-

369,630

369,630




_____

_____

_______

_______


Net fair value


-

-

369,630

369,630




_____

_____

_______

_______




Unquoted Equities


The fair value of the Company's investments in unquoted stocks have been determined by reference to the primary valuation techniques described in note 1(c) to these accounts.




A reconciliation of fair value measurements in Level 3 is set out in note 9 to these accounts. There have been no movements between the different levels within the fair value hierarchy.

 

21.    The Annual Financial Report Announcement is not the Company's statutory accounts. The above results for the year ended 30 September 2010 have been agreed with the auditors and are an abridged version of the Company's full accounts, which have been approved and audited with an unqualified report. The 2010 and 2009 statutory accounts received unqualified reports from the Company's auditors and did not include any reference to matters to which the auditors drew attention by way of emphasis without qualifying the reports, and did not contain a statement under either section 498(2) or 498(3) of the Companies Act 2006. The financial information for 2009 is derived from the statutory accounts for 2009 which have been delivered to the Registrar of Companies. The statutory accounts for the year ended 30 September 2010 will be delivered to the Registrar of Companies following the Company's Annual General Meeting, which will be held at The Balmoral Hotel, 1 Princes Street, Edinburgh EH2 2EQ on 25 January 2011 at 12.30pm.

 

22.    The annual report and accounts for the year ended 30 September 2010 was posted to shareholders in mid-December 2010 and copies are available from the registered office of the Company and on the website http://slcapitalpartners.com.

 

for Standard Life European Private Equity Trust PLC,

Aberdeen Asset Management PLC Company Secretary

END

 


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