Interim Results & Tender Offer Up to £250m
Electra Investment Trust PLC
24 May 2000
ELECTRA INVESTMENT TRUST PLC
Interim Results for six months ended 31 March 2000
and Tender Offer for up to £250m
Highlights
* Net asset value per share of £11.65 as at 31 March 2000 (1999: £9.51 per
share)
* Six month net asset value up 22.5% versus FTSE All-Share Index (+10.1%) and
FTSE SmallCap Index (+25.1%)
* Portfolio sales during period realised £202m
* Strong performance from the listed portfolio up 45.9%
* Net bank borrowings reduced to £30m as at 19 May 2000
* Adjusted net asset value per share at 22 May 2000 of £10.76
The adjusted net asset value at 22 May 2000 is calculated on the basis of
the net asset value at 31 March 2000 adjusted to reflect the purchases and
sales of investments, currency movements and mid market values on that day
in respect of listed investments and unlisted investments where these are
valued by reference to quoted prices. A number of Electra's investments which
are quoted, or are valued by reference to quoted prices, have experienced
significant share price volatility in recent months. This volatility is
reflected in the adjusted net asset value at 22 May 2000 which has been
affected by the fall in the prices of a number of technology stocks.
Tender Offer for up to £250m
* Shares will be acquired at the Tender Price which will be calculated on 27
June 2000 on the same basis as the adjusted net asset value detailed above
after reflecting the expenses of the Tender Offer
* Shareholders will be entitled to have a basic entitlement expressed as a
percentage of their holdings repurchased under the Tender Offer.
Shareholders will also be able to request the repurchase of additional
shares, but such requests will only be satisfied, on a pro rata basis, to
the extent that other shareholders do not tender their basic entitlement
* For the purposes of illustration, if the calculations for the Tender Price
and basic entitlement for the tender offer had been made as of 22 May,
2000, the tender price would have been £10.57 and the basic entitlement
would have been 22.77%, representing in aggregate 23,651,844 Electra shares
(assuming the Tender Offer is taken up in full)
* Implementation of the tender offer will require approval by shareholders at
an Extraordinary General Meeting
* A circular to shareholders is being posted on 25 May 2000. The expected
timetable for the Tender Offer is set out in the appendix to this
announcement
Future
The Board is committed to Electra's policy of maximising value through the
realisation of the investment portfolio. The Board remains confident as to
the long term prospects although realisations may not continue at the rate
achieved over the last year. Following the Tender Offer the Board will
consider using the general authority granted at the Annual General Meeting in
March 2000 for Electra to make on-market share repurchases in order to return
further capital to shareholders.
Looking further ahead, the Board is aware of the views that a number of
shareholders have expressed in favour of providing some means of continuation
or a rollover vehicle to enable those investors who wish to do so to maintain
a holding in a successor vehicle. This is something that the Board will take
careful account of in due course as the realisation of Electra's portfolio
proceeds and as further value becomes available for distribution to
shareholders.
Commenting on the results, Brian Williamson, appointed Chairman following the
retirement of Michael Stoddart, said:
'During the first half of the year, excellent progress was made in our
realisation programme. Since March 1999 the realisation programme has
generated in excess of £820m of sales and contracted sales.
The Board remains fully focused on the task in hand, namely to maximise value
to our shareholders through a combination of realisations and returns of
capital. Today, we have taken another step forward, announcing details of the
return of up to £250m of capital to shareholders. Once fully completed,
shareholders will have had returned to them almost £800m since April 1999.'
For further information:
Brian Williamson, Chairman, Electra Investment Trust PLC 020 7831 6464
Hugh Mumford, Chief Executive, Electra Partners Ltd
Stephen Breslin, Brunswick Group Limited 020 7404 5959
Caroline Greetham, Brunswick Group Limited
In relation to the Tender Offer:
Jonathan Dawson, Lazard 020 7588 2721
Jon Hack, Lazard
Christopher Smith, Cazenove 020 7588 2828
Chairman's Statement
Six Month Review
At 31 March 2000 the net asset value per share was £11.65 compared with £9.51
at 30 September 1999, an increase of 22.5%. This increase compares favourably
with the FTSE All-Share Index which gained 10.1% over the same period,
although was below the FTSE SmallCap Index which gained 25.1%.
The six month period under review saw a continuation of the successful
strategy adopted over the last year of creating value through the realisation
of the investment portfolio and by returning capital to Shareholders.
Realisations since the Tender Offer in April 1999 have resulted in the
repayment of substantially all the borrowings arranged to fund the Tender
Offer. At 31 March 2000 net borrowings had been reduced to £108 million and
this had been further reduced to £30 million by 19 May 2000. A new £450
million banking facility has just been arranged which will enable further
returns of capital to be made.
Reference was made in the last Chairman's statement to the substantial uplift
in value of two Far Eastern technology investments, Moser Baer and Locus. At
1 October 1999 these two investments were valued in the portfolio at £53.5
million and partial sales in the six months to 31 March 2000 generated
proceeds of £67.9 million. The residual holdings were valued at £141.3
million at 31 March 2000 after applying discounts to the market prices to
reflect the volatility of Far Eastern stock markets and dealing restrictions
on part of the holdings.
The Board
Michael Stoddart my predecessor as Chairman retired on 30 April 2000. He
joined the Board in 1973 and was Chief Executive at the time Electra listed in
1976. It was through his knowledge, foresight and determination that Electra
became one of the leading investors in private equity in the United Kingdom.
The record that Electra has maintained over many years is a tribute to his
leadership and enthusiasm. I am sure that I speak for our Shareholders and
for all associated with Electra in expressing our gratitude for his
outstanding contribution.
Electra Partners
As previously reported, Electra sold its holding in its Investment Manager and
its business in November 1999 to Electra Partners Limited, a new venture
established by senior executives of the Investment Manager. The management
team of Electra Partners continues to work hard to maximise the realisation
proceeds from Electra's investment portfolio as well as developing its own
business.
Portfolio Performance
Overall Portfolio Changes
Summary of Changes to Overall Portfolio
Six months ended 31 March 2000
Valuation
Valuation At 31
At 30 Sept Net capital March
1999 Purchases Sales Appreciation 2000
£'000 £'000 £'000 £'000 £'000
__________ _________ _________ __________ ________
Unlisted 1,040,495 57,958 (147,632) 176,252 1,127,073
Listed 133,073 2,699 (54,369) 61,097 142,500
_________ ______ _______ ________ ________
Total Portfolio 1,173,568 60,657 (202,001) 237,349 1,269,573
_________ ______ ________ ________ ________
At 31 March 2000, Electra's investment portfolio was valued at £1,270 million
of which £1,127 million (89%) was invested in securities classified as
unlisted. On a geographical basis 61% of the portfolio was invested in the UK
and Continental Europe, 24% in the Americas and 15% in the Far East including
India.
During the six months to 31 March 2000 the net capital appreciation recorded
by the portfolio amounted to £237 million, an increase over the period of
20.2%.
In accordance with the change of investment policy approved by Shareholders in
April 1999, the realisation process continued during the period with total
sales of £202 million, generating net cash from the portfolio of £141 million
after deducting purchasing of £61 million.
Unlisted Portfolio
Summary
At 31 March 2000 the unlisted portfolio was valued at £1,127 million compared
to £1,040 million at 30 September 1999. During the six months to 31 March
2000 there was a net disinvestment from the portfolio with sales of £148
million compared to purchases of £58 million. A strong capital performance of
the portfolio more than offset this disinvestment with the result that the
overall valuation of the portfolio increased by £87 million.
The period thus saw a continuation of the success of the realisation programme
which commenced in April 1999, with the aim of realising the whole portfolio
over a five year period. Between April 1999 and 31 March 2000 cash
realisations from the unlisted portfolio totalled £467 million. Since 31
March 2000, more than £110 million of unlisted securities have either been
sold, redeemed or are subject to a contract for sale. Furthermore, at the end
of the period the unlisted portfolio included £145 million of securities which
were listed during the period providing further potential liquidity once
restrictions on sale are removed.
As a result of these transactions, significant value has been added to the
portfolio and substantial progress has already been made in achieving the
realisation programme.
New Investments
In accordance with the current investment policy, new investments were
restricted to commitments outstanding at April 1999 and investments made to
enhance or protect the value of existing portfolio companies. During the six
months to 31 March 2000 total investments amounted to £58 million. Of this
amount, £38 million was invested in existing portfolio companies and £20
million in third party funds. The largest individual investment of £9.1
million was made in CE Heath in connection with the acquisition of Lambert
Fenchurch. Further investments were also made in Swifty Serve, Leiner Health
Products and International Garden Products to help fund further synergistic
acquisitions. Commitments drawn down by third party funds included £7.2
million to the Patagonian fund for two acquisitions in Argentina and £3.9
million to Kennet for further investment in high technology companies.
Realisations
Realisations from the unlisted portfolio for the six months to 31 March 2000
amounted to £148 million. The majority of realisations were made through
sales in the stock market of securities which were previously unlisted or were
listed but subject to restrictions. In total these sales amounted to £84.1
million of which £60.9 million related to Locus, a company quoted on the
Kosdaq exchange in South Korea. Additionally £7.0 million was realised from
the sale of securities in Moser Baer, an Indian company and £4.8 million from
the partial sale of the holding in Tradepoint.
The disposal of seven companies from the unlisted portfolio produced total
proceeds of £49 million of which £15.6 million arose from the sale of Document
Management Services, one of the four companies formed from The Stationery
Office, £12.4 million from the sale of Vantios and £10.4 million from the sale
of Eurogestion, a company based in France.
Shortly after the end of the reporting period, Electra disposed of its entire
holding in HMY for £27.7 million, the French franc proceeds representing
almost six times the original cost three years earlier. In April, £11.7
million was raised from the sale of Aspen Healthcare and £23.5 million was
received from the refinancing of Inchcape Shipping Services. A further event
of note related to the potential sale of Robert Fleming Holdings which was
announced in April and is due to complete subject to regulatory approval in
July. On closing of this transaction, Electra will receive approximately £30
million in cash and securities for its residual holding in Robert Fleming
Holdings against a cost in 1995 of £7.5 million.
Performance
During the six months to 31 March 2000 the unlisted portfolio performed
strongly with net capital appreciation of £176 million, an increase in the
half year of 16.9%. The main contributor to this performance was Locus. At
the beginning of the period Electra's investment in Locus was valued at £30.4
million. During the period £60.9 million was realised from the sale of
securities and the residual holding was valued at £103.3 million at 31 March
2000. This gave rise to capital appreciation in the six month period of
£133.8 million. Other significant contributors to performance during the
period were Zensar Technologies (formerly ICIL), Moser Baer and Robert Fleming
Holdings.
The most significant reduction in value related to a provision made against
PsychPartners, a US investment where trading has been below expectations.
Largest Valuation Changes
Increase/
(Decrease)
Company £'000 %
_______ _________
Locus 133,846 440.9
Moser Baer 21,898 94.7
Zensar Technologies 19,115 78.7
(formerly ICIL)
Robert Fleming Holdings 18,313 176.7
Vendcrown 6,000 23.1
Agricola Holdings 6,000 32.8
Swifty Serve 5,899 21.6
PsychParters (10,296) (100.0)
________ ______
Outlook
Substantial progress with the realisation programme has already been achieved
with sales and contracted sales exceeding £577 million since 31 March 1999.
The residual unlisted portfolio consists of interests in over 70 companies and
£98 million invested in third party funds. Good opportunities remain for
adding value to portfolio companies and the maturity profile should ensure
that realisations continue to occur over the next four years.
Listed Portfolio
At 31 March 2000 the listed portfolio had risen by 45.9% despite net disposals
of £51.7 million and was valued at £142.5 million. This performance compares
favourably with the FTSE SmallCap Index which increased by 25.1%. The
outperformance was largely attributable to the portfolio weighting in
technology related companies.
Cedar Group, a software consultant, started the period valued at £2.1 million
and rose by 1072% ending the six month period as the largest holding in the
portfolio valued at £18.7 million. Fibernet, a telecommunications network
provider, rose by 370%. Diagonal, an SAP software consultant rose by 169% and
was valued at £8.0 million. In total £20.0 million was realised in the period
from these three companies. Other notable performers were Bioglan Pharma, a
pharmaceutical company, which rose by 74% and at 31 March 2000 was the second
largest holding valued at £16.8 million and Euro Sales Finance which rose by
102% after reporting strong trading results. A partial sale of our holding in
Euro Sales Finance realised £8.4 million leaving a holding valued at £3.5
million at 31 March 2000.
Following the strong performances outlined above, the top ten holdings
represented 63.6% of the portfolio at 31 March 2000. It is anticipated that
disposals will continue at a similar rate during the second half year although
recent volatility in stock markets, particularly the technology sector, has
reduced the underlying market liquidity.
Part one
Consolidated Statement of Total Return
(incorporating the Revenue Account)
For the six months ended 31 March 2000
Revenue Capital Total
£'000 £'000 £'000
_____ ______ _____
Gains on investment:
Realised - 77,234 77,234
Unrealised - 151,728 151,728
Gains/(Losses) on revaluation of
foreign currencies:
Realised - (373) (373)
Unrealised - 56 56
_____ _____ _____
- 228,645 228,645
Income of the investment trust 8,781 - 8,781
Income of subsidiary undertakings 6,465 - 6,465
Priority profit share paid to
general partners (15,176) - (15,176)
Other expenses (4,175) - (4,175)
_______ ______ ______
Net Return before Finance Costs
and Taxation (4,105) 228,645 224,540
Interest payable and similar
charges (6,986) - (6,986)
Income from interest in
associated undertaking - - -
______ ______ _______
Return on Ordinary Activities
before Taxation (11,091) 228,645 217,554
Taxation on ordinary activities - - -
_______ ________ ________
Return to Shareholders (11,091) 228,645 217,554
Exchange differences arising on
consolidation 209 4,878 5,087
_______ _______ _______
Net Transfers (from)/to Reserves
for the Period (10,882) 233,523 222,641
_______ _______ _______
Return to Shareholders per
Ordinary Share (10.68p) 220.15p 209.47p
______ _______ _______
The amounts dealt with in the Consolidated Statement of Total
Return are all derived from continuing activities.
at 31 March 2000
Number of Ordinary Shares in issue 103,859,120
Part two
Consolidated Statement of Total Return
(incorporating the Revenue Account)
Restated
For the six months ended 31 March 1999
Revenue Capital Total
£'000 £'000 £'000
______ ______ ______
Gains on investment:
Realised - 34,390 34,390
Unrealised - 259,496 259,496
Gains/(Losses) on revaluation of
foreign currencies:
Realised - 955 955
Unrealised - (3,486) (3,486)
_____ ______ ______
- 291,355 291,355
Income of the investment trust 28,213 - 28,213
Income of subsidiary undertakings 514 - 514
Priority profit share paid to
general partners (8,148) - (8,148)
Other expenses (15,362) - (15,362)
_______ ______ _______
Net Return before Finance Costs
and Taxation 5,217 291,355 296,572
Interest payable and similar
charges (5,158) - (5,158)
Income from interest in associated
undertaking 2,860 - 2,860
_____ ______ ______
Return on Ordinary Activities
before Taxation 2,919 291,355 294,274
Taxation on ordinary activities (1,806) - (1,806)
_______ _______ _______
Return to Shareholders 1,113 291,355 292,468
Exchange differences arising on
consolidation 37 1,681 1,718
_____ ______ ______
Net Transfers (from)/to Reserves
for the Period 1,150 293,036 294,186
_____ _______ _______
Return to Shareholders per
Ordinary Share 0.64p 168.32p 168.96p
_____ _______ _______
The amounts dealt with in the Consolidated Statement of Total
Return are all derived from continuing activities.
at 31 March 1999
Number of Ordinary Shares in issue 173,098,534
Prior year adjustment
The results for the six months to 31 March 2000 have been prepared in
accordance with UK GAAP and the accounting policies applied to the Group's
annual accounts for the year ended 30 September 1999, except for the adoption
of Financial Reporting Standard No 16 - Current Taxation. The comparative
figures for the six months ended 31 March 1999 have been restated accordingly.
There is no impact on the Net Assets of the Group or Transfer to Reserves for
the six months although Income of the Investment Trust and Taxation on
Ordinary Activities have both been reduced by £622,000.
Consolidated Balance Sheet
As at 31 March 2000 As at 30 September 1999
£'000 £'000 £'000 £'000
_______ ______ ______ ______
Fixed Assets
Investments:
Associated undertaking - 9,033
Unlisted 1,127,073 1,040,495
Listed 142,500 133,073
________ ________
1,269,573 1,182,601
_________ _________
Current Assets
Debtors 36,356 35,969
Investments 24,547 26,567
Cash at bank and in hand 9,332 39,607
______ ______
70,235 102,143
______ _______
Current Liabilities
Creditors: amounts falling
due within one year 11,974 8,896
______ ______
Net Current Assets 58,261 93,247
______ ______
Total Assets less Current
Liabilities 1,327,834 1,275,848
Creditors: amounts falling
due after more than one year
117,733 288,388
________ _________
Net Assets 1,210,101 987,460
________ _________
Capital and Reserves
Called-up share capital 25,965 25,965
Share premium 24,147 24,147
Capital redemption reserve 17,310 17,310
Realised capital profits 873,820 719,319
Unrealised capital profits 236,618 157,596
Revenue profits 32,241 43,123
_______ _______
1,184,136 961,495
_________ _______
Total Equity Shareholders'
Funds 1,210,101 987,460
_________ _______
Net asset value per ordinary
share of 25p 1,165.14p 950.77p
_________ _______
Reconciliation of Total Shareholders' Funds
For the six months ended 31 March 2000 1999
£'000 £'000
______ ______
Total Return 217,554 292,468
Exchange differences arising on
consolidation 5,087 1,718
______ ______
Movements in Total Shareholders' Funds 222,641 294,186
Total Shareholders' Funds at 1 October 987,460 1,145,319
_______ _________
Total Shareholders' Funds at 31 March 1,210,101 1,439,505
_________ _________
Consolidated Cash Flow Statement
For the six months ended 31
March 2000 1999
£'000 £'000 £'000 £'000
______ ______ _____
Operating Activities
Unfranked investment income 1,069 5,418
Partnership income 8 1,001
Interest income 606 5,310
Other income 153 135
Expenses (13,364) (16,166)
_______ _______
Net Cash Outflow from
Operating Activities (11,528) (4,302)
_______ _______
Returns on Investment and
Servicing of Finance
Interest paid (6,986) (5,161)
_______ _______
Net Cash Outflow from Returns
on Investments
and Servicing of Finance (6,986) (5,161)
_______ _______
Taxation Paid
Corporation tax (2,032) (3,180)
_______ _______
Total Taxation Paid (2,032) (3,180)
______ ______
Capital Expenditure and
Financial Investment
Purchase of investments (73,045) (226,106)
Sales of investments 233,592 230,878
_______ ________
Net Cash Inflow from Capital
Expenditure
and Financial Investment 160,547 4,772
_______ ______
Net Cash Inflow/(Outflow)
before Management of Liquid
Resources and Financing 140,001 (7,871)
_______ ______
Management of Liquid Resources (2,500) (32,000)
Financing
Bank loans drawn 67,182 50,000
Bank loans repaid (242,332) -
Loans received 4,873 7,510
________ ______
Net Cash (Outflow)/Inflow from
Financing (170,277) 57,510
________ ______
(Decrease)/Increase in Cash in
the Period (32,776) 17,639
_______ ______
APPENDIX
Expected Timetable for Tender Offer 2000
----------------------------------- -------
Posting of shareholder circular 25 May
Latest time and date for receipt of 11:00 am on 18 June
forms of direction from share plan
participants
Latest time and date for receipt of 11:00 am on 19 June
forms of proxy
Extraordinary General Meeting 11:00 am on 21 June
Latest time and date for receipt of 3:00 pm on 27 June
tender forms and Fleming Investment
Trust Share Plan tender forms
Record date for tender offer Close of business on 27
June
Calculation date for Tender Price 27 June
Tender offer trade date and result of 4 July
tender offer announced
Settlement Date: cheques despatched and 11 July
assured payments through CREST made