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 The company news service from the London Stock Exchange
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