Preliminary Results
Electra Investment Trust PLC
08 December 2005
EMBARGOED UNTIL 07:00 AM, 8 December 2005
ELECTRA INVESTMENT TRUST PLC
Preliminary Results for Year ended 30 September 2005
• Net asset value + 31% over the year to 1,197p per share at 30 September
2005 (before reflecting proposed special dividend of 20p) (30 September
2004: 913p per share)
• Share price outperformance relative to FTSE All-Share Index (Electra
+ 40% versus Index + 21% over year to 30 September 2005)
• Unlisted equity realisation proceeds for year of £272 million
(total realisation proceeds over last two years of nearly £700
million)
• Special dividend of 20p per share reflecting realisation
proceeds received as distributable revenue
• £152 million of unlisted equity investments and
commitments to invest in year
• Unaudited net asset value per share at 30 November
2005 of 1,198.67p (before reflecting proposed special
dividend of 20p)
Commenting on the results, Sir Brian Williamson, Chairman of Electra
Investment Trust, said:
'Electra has again achieved a strong net asset value growth, share price
performance and substantial realisations of investments.
In the ten years to 30 September 2005, Electra achieved an 18% per annum
compound rate of return on its investment portfolio, substantially in excess
of the returns of the FTSE All-Share Index.
As the existing investment policy provides increasing funds for new
investment, the Board believes that Electra is well positioned to continue to
create shareholder value.'
For further information:
Sir Brian Williamson, Chairman, Electra Investment Trust PLC 020 7214 4200
Hugh Mumford, Chief Executive, Electra Partners Limited 020 7214 4200
Nick Miles, M: Communications Limited 020 7153 1535
Net Asset Value Per Share
30 September 30 September 30 November
2005 2004 2005
Net asset value per share before 1,197.22p 912.86p 1,198.67p
proposed special dividend of 20p
Increase since 30 September 2004 31.2%
Increase since 31 March 2005 13.6%
Net asset value per share after 1,177.22p 1,178.67p
proposed special dividend of 20p
Increase since 30 September 2004 29.0%
Increase in FTSE All-Share Index 20.9%
since 30 September 2004
The unaudited net asset value per share at 30 November 2005 was calculated on
the basis of the net asset value at 30 September 2005 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 copy of the Chairman's Statement, Investment Manager's Review and the
Preliminary Announcement are attached.
Note to Editors:
Electra - Background to Recent Changes
Since listing in 1976, Electra has specialised in investing in the private
equity market and, through the adoption of a flexible investment policy, has
achieved returns substantially in excess of the FTSE All-Share Index over the
last ten years. As an investment trust, Electra has a number of advantages over
limited partnership funds which invest in private equity.
Between 1976 and 2005 Electra invested over £3,000 million in private equity
investments. Inclusive of a capital injection of £32 million, Electra's assets
grew from £58 million in 1976 to £1,145 million by 30 September 1998, the
financial year end immediately preceding the hostile takeover bid for Electra by
3i plc in 1999. This bid failed when shareholders voted in favour of a scheme
which involved the controlled realisation of the portfolio over a five year
period under which new investment was restricted to existing portfolio
companies.
Since the start of the realisation programme in 1999, Electra has returned
£1,123 million to shareholders leaving a residual portfolio valued at £618
million at 30 September 2005. This compares with the stock market value of
Electra of £975 million immediately before the announcement of the takeover bid.
Over the six and a half years to 30 September 2005, £571 million has been
invested in portfolio companies and £1,950 million has been realised from the
portfolio.
Shareholders approved proposals in June 2001 which retained the emphasis on
realising the investment portfolio at that date but made provision for Electra
to continue as an investment vehicle.
In June 2004, the Board, with input from its advisers and Electra Partners,
reviewed Electra's investment strategy and concluded that it should continue
unchanged from the investment strategy approved by shareholders in 2001.
CHAIRMAN'S STATEMENT
Year to 30 September 2005
Electra has again achieved a strong net asset value growth, share price
performance and substantial realisations of investments. The net asset value per
share at 30 September 2005 before the proposed special dividend was 1,197p, (a
net asset value of 1,177p per share and a proposed special dividend of 20p per
share). This is an increase of 31% over the year to 30 September 2005 when the
FTSE All-Share Index increased by 21% and the share price increased by 40% to
1,113p. Realisation proceeds from the portfolio amounted to £272 million in the
year. This is a significant achievement.
Investment Activity
Proceeds from realisations were, on average, 100% higher than the valuations at
the commencement of the year, in part reflecting buoyant market conditions in
the private equity market over the last year. Market conditions remain strong
and this may result in further realisations from the portfolio. Over the last
two years proceeds from unlisted equity realisations amounted to nearly £700
million, enabling debt to be effectively eliminated and substantial returns of
capital to be made to shareholders. Of particular significance in the year ended
30 September 2005 were the realisations of the investments in Energy Power
Resources, Bezier and Allflex. Unlisted equity investments and commitments to
invest totalled £152 million in the year, compared with £48 million in the
previous year. Full details of the investment activity over the year are
included in the Investment Manager's Review.
Special Dividend
Electra's unlisted equity investments are, for the most part, structured to
achieve capital appreciation. During the last year however, part of the
realisation proceeds from certain investments were received in the form of
distributable revenue at a level which requires Electra, as an investment trust,
to pay a dividend. Accordingly the Board is proposing a special dividend of 20p
per share which will be paid on 10 March 2006 to shareholders on the Register of
Members at the close of business on 10 February 2006, subject to approval by
shareholders at the forthcoming Annual General Meeting. The Board does not
expect to be proposing dividend payments on a regular basis in future and this
dividend should be regarded as a special payment and not a variation in the
policy of maximising capital appreciation.
Electra's Objectives
Electra has specialised in investing in the private equity market since its
shares were first publicly quoted in 1976. There is now widespread recognition
that such investment offers exposure to a significant asset class which is well
established and is now a major source of funding for the acquisition and
development of businesses. In order to emphasise Electra's objective of
investing in private equity the Directors are considering a change of the
Company's name to Electra Private Equity PLC. It will remain an investment
trust. Electra has a number of advantages over limited partnership funds
dedicated to investment in private equity. These include giving shareholders
access to private equity investments on a relatively liquid basis. Additionally,
Electra is able to take a longer term view of the purchase and sale of
investments as compared to limited partnership funds, which have fixed
investment periods and realisation policies driven by the terms of the limited
partnership rather than economic conditions.
The investment strategy approved by shareholders in 2001 is expected to provide
increasing funds for new investment.
Board of Directors
In my interim statement I indicated that the Board would be considering its
future composition. The Nomination Committee has put in place a search for
candidates for appointment as additional Directors with a view to some of the
existing Board members retiring within a year of the completion of this
recruitment process. At the Annual General Meeting to be held on 9 February
2006, all Directors of the Company with the exception of Professor Sir George
Bain and Mr Michael Walton will retire and offer themselves for re-election.
Performance Appraisal
In my statement last year I indicated that the performance appraisal exercise of
the Directors, Board and Committees of the Board would be reviewed externally
for the year ended 30 September 2005. The performance appraisals were completed
during the year and have been verified by Hanson Green, who specialise in the
recruitment, development and assessment of independent non-executive directors.
Hanson Green have confirmed to the Board that the process was undertaken as
described in a thorough and objective way. More details are set out in the
Corporate Governance Statement.
International Financial Reporting Standards
In common with all publicly quoted companies, Electra will prepare financial
statements under the International Financial Reporting Standards ('IFRS') in the
next financial year. The major impact of IFRS on Electra relates to the
accounting treatment of investments and associated entities. Over the coming
months the Board will be considering, with Electra's advisers, the most
appropriate way of presenting Electra's future financial statements under IFRS,
with an overriding objective of producing financial information which is
meaningful to shareholders.
Further Authority to Buy Back Shares
Under the general authority granted by shareholders, Electra made on-market
purchases at a cost of £30 million and cancelled 3.2 million shares during the
year. The Board expects, subject to market conditions, that further returns of
capital will be made from time to time, through on-market purchases. The Company
currently has the ability to buy back and cancel up to a further 5.7 million
shares during the remaining term of this authority which will cease at the
Annual General Meeting to be held on 9 February 2006. The Directors will seek to
renew the general authority to undertake on-market purchases of Electra's shares
at the forthcoming Annual General Meeting.
Summary
Electra's objectives are to provide a targeted and cost effective means of
investment in private equity for a wide range of investors with the aim of
delivering a superior rate of return. In the ten years to 30 September 2005,
Electra achieved an 18% per annum compound rate of return on its investment
portfolio, substantially in excess of the returns of the FTSE All-Share Index.
As the existing investment policy provides increasing funds for new investment,
the Board believes that Electra is well positioned to continue to create
shareholder value.
Sir Brian Williamson
7 December 2005
Equity Portfolio Analysis
Summary of Changes to Overall Equity Portfolio
Year ended 30 September 2005 2004
£'000 £'000
Opening Valuation 413,088 679,611
Investments 82,365 48,361
Realisations (250,030) (392,405)
Change in valuation 107,851 77,521
Closing valuation* 353,274 413,088
* The above valuations at 30 September exclude accrued income (2005:
£17,593,000; 2004: £15,773,000).
In the year to 30 September 2005, Electra's net asset value increased from 913p
to 1,197p per share before payment of a special dividend, an increase of 31%.
This compared to a 20% increase in the previous year. The performance over the
two years has resulted primarily from a strong realisations market, which has
enabled Electra to dispose of a significant number of investments at attractive
prices. Over the last two years, Electra has realised nearly £700 million from
the sale of investments giving rise to realised profits in excess of £190
million. As a consequence of this high level of realisations, the investment
portfolio has reduced in size and the balance sheet of Electra has shown an
increase in short term liquidity. In the year under review, the investment
portfolio declined from £413 million to £353 million as a result of a net
disinvestment from the portfolio of £168 million offset by net gains of £108
million.
Over the year, investments increased to £82 million, together with commitments
to invest of £70 million, by comparison with £48 million of investments and
commitments in the previous year, partially reflecting the increased
availability of funds for investment under the current investment policy.
At 30 September 2005, Electra's investment portfolio comprised direct
investments in 52 companies with a value of £300 million together with
investments in 28 private equity funds with a value of £53 million. Of the
direct investments, those with an aggregate value of £76 million were quoted on
a recognised stock exchange but subject to restrictions on sale. The ten largest
investments accounted for 61% of the total investment portfolio.
Geographically, 75% of the equity portfolio was situated in the UK and Europe,
13% in the USA, 9% in Asia and 3% in South America. The total portfolio includes
£265 million in floating rate notes at 30 September 2005, which were held mainly
to facilitate currency hedging and other treasury operations.
Current Operations and Outlook
The year has seen a further significant change in Electra's portfolio and
financial position. The cash generated from the portfolio has been used to
finance investment of £82 million and share buybacks of £30 million, with the
balance increasing short term liquidity.
At the end of the year, Electra's portfolio contained relatively few investments
as a result of the active realisation programme and the restrictions on making
investments. However, with more funds for investment now becoming available
under the existing investment policy, it is anticipated that the rate of
investment will increase. With the flexible approach to investment adopted by
Electra, the chances of identifying good opportunities to replenish the
portfolio are increased, even though the private equity market currently remains
highly competitive. As far as the existing portfolio is concerned, good
opportunities remain to add value and cash generation should continue at a
reasonable level if the market remains in its current buoyant condition.
EQUITY PORTFOLIO REVIEW
Investments
In the year to 30 September 2005, investments amounted to £82 million together
with commitments to invest of £70 million. This compared to investments and
commitments of
£48 million in the previous year. This increase in investment reflects the
gradual reduction in restrictions on new investment. Under the existing
investment strategy, one third of realisation proceeds from investments made
prior to June 2001, together with the full proceeds from investments made after
that date, are available for new investment. The level of realisations in the
past two years, together with disposals of investments made after June 2001,
have led to increasing new investment capacity and should allow significant new
investment to be made in the current year.
During the year, Electra invested £30.1 million in Allflex Holdings II, £24.4
million in Freightliner Group and £5 million in Bezier II. All these investments
were held previously by Electra, but in each case the restructuring of the
investment included a change in shareholders and management and a new business
objective. These transactions allowed Electra to invest on a cost effective and
relatively low risk basis. This type of investing clearly has advantages and
results from Electra's flexibility as an investment trust investing in private
equity. Amongst other transactions, Electra invested £13.7 million in a variety
of private equity funds.
In addition to investments completed, Electra made a number of commitments to
private equity funds and other private equity opportunities. £41 million was
committed to Electra European Fund II and £17 million was committed to Sinergia
con Imprenditori, a private equity fund in Europe. It is believed that both of
these commitments will bring with them attractive co-investment opportunities.
In addition, Electra has committed £12 million to PINE, which is involved in
providing specialist financing in the nursery school sector.
Realisations
Realisations from the portfolio during the year amounted to £250 million. In
addition, £22 million of interest was received on the sale of Energy Power
Resources and Bezier which was recognised only on realisation. Particularly
pleasing was the level of proceeds obtained for portfolio companies, reflecting
not only an effective selling process in a strong market but also good progress
made by individual investments. Overall, proceeds from realisations, including
accrued interest, exceeded the value of the relevant investments at the
beginning of the year by more than 100%.
Largest Equity Realisations
Company Valuation at 30 September Proceeds from Disposal
2004 £'m
£'m
Allflex * 38.1 67.7
Energy Power Resources ** 14.9 *** 42.8
Bezier 10.7 **** 39.0
Freightliner 21.6 28.6
FibroThetford 9.3 14.4
94.6 192.5
* Includes accrued interest of £2.4 million.
** Reflects subsequent additions at cost.
*** Proceeds include interest of £14.2 million.
**** Proceeds include interest of £7.3 million.
The most significant realisations related to the investments in Allflex, Energy
Power Resources, Bezier and Freightliner. In the case of Allflex, Electra
received £68 million compared to a value at the beginning of the year of £38
million. Such proceeds included a new investment in Allflex Holdings II, the
restructured company. The proceeds from the sale of Energy Power Resources
amounted to £43 million, including interest of £14 million not previously
accrued. This compared to a value at the commencement of the year, together with
subsequent additions, of £15 million and provided an excellent conclusion to an
investment which had encountered a significant number of operating difficulties
over the holding period. Bezier, after a number of trading and other problems in
earlier years, also recovered well and sale proceeds of £39 million compared to
the book value of £11 million at 30 September 2004.
Other realisations included £29 million from the sale of Freightliner and £14
million from the sale of FibroThetford, which had been acquired six months
previously for £9 million. During the year, Electra received £29 million in
respect of partnership interests in a number of private equity funds and £31
million from the redemption of loans made to Amtico (£16 million) and Esporta
(£15 million).
Performance
A strong performance by the investment portfolio resulted in net appreciation
over the year of 26%. Including interest received, which had previously been
provided against, the appreciation over the year amounted to 31%. Total net
capital gains recorded in the year reached £108 million. Of these gains, £91
million was realised on the sale of investments and £15 million related to share
price movements in respect of holdings of restricted listed securities.
Unrealised increases and decreases in value in respect of unlisted investments
held at the year end increased the valuation of the portfolio by a net amount of
£2 million. This was made up of increases in unrealised appreciation of £24
million offset by provisions and valuation decreases of £22 million.
The largest increase in unrealised appreciation related to Inchcape Shipping
Services, where the investment was revalued upwards over the year by £12.3
million, an increase of 47%. This reflected a strong operating performance
resulting in substantially improved profits. Provision and valuation reductions
were made against ten investments, the largest of which was a provision of £5.9
million against Unipart pending the outcome of a restructuring of pension
liabilities and certain other matters.
Largest Valuation Changes
Company £'000 %
Allflex 28,379 79.5
Bezier * 28,312 264.6
Energy Power Resources * 27,925 245.1
Inchcape Shipping Services 12,345 46.8
Freightliner 7,026 32.5
FibroThetford 5,074 54.3
Unipart (5,916) (100.0)
* Includes income recognised on realisation
Consolidated Statement of Total Return
(incorporating the Revenue Account* )
For the year ended 30 September 2005 2004
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Gains/(losses)
on investments:
Realised - 90,531 90,531 - 103,102 103,102
Unrealised - 6,375 6,375 - (27,134) (27,134)
Gains/(losses)
on revaluation of
foreign currencies:
Realised - (257) (257) - 30 30
Unrealised - (2,215) (2,215) - 10,801 10,801
94,434 94,434 - 86,799 86,799
Income of the
investment trust 34,220 - 34,220 14,756 - 14,756
Income of subsidiary 17,597 - 17,597 5,588 - 5,588
undertakings
Expenses:
Priority profit
share paid to general
partners (8,964) - (8,964) (9,511) - (9,511)
Other expenses (3,074) - (3,074) (2,701) - (2,701)
Reversal of income (332) - (332) - - -
accruals
Net Return before
Finance Costs and 39,447 94,434 133,881 8,132 86,799 94,931
Taxation
Interest payable and
similar charges (5,337) - (5,337) (3,965) - (3,965)
Return on Ordinary
Activities before 34,110 94,434 128,544 4,167 86,799 90,966
Taxation
Taxation on ordinary (5,217) (480) (5,697) - - -
activities
Return on Ordinary
Activities after 28,893 93,954 122,847 4,167 86,799 90,966
Taxation
Ordinary dividend (8,702) - (8,702) - - -
Transfers to Reserves
for the Year 20,191 93,954 114,145 4,167 86,799 90,966
Exchange differences
arising on
consolidation 164 826 990 (610) (9,378) (9,988)
Net Transfers to
Reserves for the Year 20,355 94,780 115,135 3,557 77,421 80,978
Return to
Shareholders per
Ordinary Share 45.15p 210.24p 255.39p 5.71p 124.22p 129.93p
The amounts dealt with in the Consolidated Statement of Total Return are all
derived from continuing activities.
* The column of this statement headed 'Revenue' is the Profit and Loss Account
of the Group.
2005 2004
Number of Ordinary Shares in issue at 30 September 43,507,687 46,745,759
Consolidated Balance Sheet
As at 30 Sept 2005 As at 30 Sept 2004
£'000 £'000 £'000 £'000
Fixed Assets
Investments:
Unlisted 328,718 391,760
Floating rate notes 265,026 164,997
Listed 24,556 21,328
618,300 578,085
Current Assets
Debtors 30,440 25,550
Cash at bank and in hand 62,610 12,880
93,050 38,430
Current Liabilities
Creditors: amounts falling
due within one year 24,258 12,749
Net Current Assets 68,792 25,681
Total Assets less Current
Liabilities 687,092 603,766
Creditors: amounts falling due
after more than one year 157,248 160,034
529,844 443,732
Provision for liabilities and charges 17,663 17,009
Net Assets 512,181 426,723
Capital & Reserves
Called-up share capital 10,877 11,686
Share premium 24,147 24,147
Capital redemption reserve 32,398 31,589
Realised capital profits 584,554 567,693
Unrealised capital losses (154,430) (202,672)
Revenue reserve 14,635 (5,720)
501,304 415,037
Total Equity Shareholders' Funds 512,181 426,723
Net Asset Value per Ordinary Share 1,177.22p 912.86p
Ordinary Shares in issue
30 September 43,507,687 46,745,759
Reconciliation of Total Shareholders' Funds
Year to 30 Year to 30
Sept 2005 Sept 2004
£'000 £'000
Total Return 122,847 90,966
Ordinary dividend (8,702) -
Exchange differences arising on consolidation 990 (9,988)
Repurchase of own shares (28,868) (145,131)
Nominal value of own shares purchased (809) (4,622)
Movements in Total Equity Shareholders' Funds 85,458 (68,775)
Total Equity Shareholders' Funds at 1 October 426,723 495,498
Total Equity Shareholders' Funds at 30 September 512,181 426,723
Consolidated Cash Flow Statement
For the year ended 30 September 2005 2004
£'000 £'000 £'000 £'000
Operating Activities
UK dividend income 2,817 955
Other investment income 44,792 31,405
Interest income 2,066 1,402
Other income 307 371
Expenses (12,025) (12,566)
Net Cash Inflow from Operating 37,957 21,567
Activities
Returns on Investments and
Servicing of Finance
Interest paid (5,337) (3,735)
Net Cash Outflow from Returns on
Investments and Servicing of (5,337) (3,735)
Finance
Total Taxation - -
Capital Expenditure and Financial
Investment
Purchases of investments (307,484) (213,440)
Amounts paid under incentive (2,346) (20,935)
scheme
Sales of investments 365,797 387,741
Net Cash Inflow from Capital
Expenditure and Financial 55,967 153,366
Investment
Net Cash Inflow before Management
of Liquid Resources and Financing 88,587 171,198
Management of Liquid Resources (61,243) 3,400
Financing
Bank loans drawn 47,424 108,617
Bank loans repaid (52,424) (130,362)
Repurchase of own shares (38,848) (140,581)
Loans advanced 5,248 (1,386)
Net Cash Outflow from Financing (38,600) (163,712)
(Decrease)/Increase in Cash in the (11,256) 10,886
Year
Reconciliation of Net Cash Flow to
Movement in Net Debt
(Decrease)/Increase in cash in the (11,256) 10,886
year
Cash outflow from debt financing 5,000 21,745
Cash outflow/(inflow) from change
in liquid resources 61,243 (3,400)
66,243 18,345
Change in Net Debt Resulting from 54,987 29,231
Cash Flows
Translations difference (2,471) 10,831
Movement in Net Debt 52,516 40,062
Net debt brought forward (147,154) (187,216)
Net Debt carried forward (94,638) (147,154)
The figures and financial information for the year ended 30 September 2005 do
not constitute the statutory financial statements for that year. Those financial
statements have not yet been delivered to the Registrar, nor have the Auditors
yet reported on them. The figures and financial information for the year ended
30 September 2004 do not constitute the statutory financial statements for that
year. Those financial statements have been delivered to the Registrar and
included the Auditors' Report which was unqualified and did not contain a
statement under either section 237(2) or section 237(3) of the Companies Act
1985.
The Report and Accounts will be sent to shareholders in January 2006 and will
thereafter be available from the Company's registered office at Paternoster
House, 65 St Paul's Churchyard, London EC4M 8AB. The Annual General Meeting will
be held on Thursday 9 February 2006 at the Barber-Surgeons' Hall, Monkwell
Square, London EC2 at 12 Noon.
This information is provided by RNS
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