Audited results for the year ended 31 January 2014

RNS Number : 0281F

Graphite Enterprise Trust PLC

17 April 2014

 

17 April 2014

GRAPHITE ENTERPRISE TRUST PLC

AUDITED RESULTS FOR THE

YEAR ENDED 31 JANUARY 2014

Following the Company's voluntary disclosure of its unaudited results for the year ended 31 January 2014 by way of a preliminary announcement dated 27 March 2014, the Company now releases its audited annual report and accounts for the year ended 31 January 2014. This announcement contains the information previously disclosed in the preliminary announcement, with some minor updates. These include updates to the "Events since year end" section of the Portfolio Review to reflect cash flows which have occurred since the preliminary announcement, and a breakdown of the Company's capital reserve between realised and unrealised in the Consolidated Statement of Changes in Equity note.

The financial information set out below does not constitute the Company's statutory accounts for the year ended 31 January 2014 or the year ended 31 January 2013. The annual report and accounts will shortly be available on the website at www.graphite-enterprise.com

The 2014 Annual General Meeting will be held at 3.30pm on 11 June 2014 at the
Westbury Hotel, Bond Street, London W1S 2YF.

Highlights of the Year

Graphite Enterprise made solid progress in the year to January 2014 with the net asset value per share increasing by 7%, despite the adverse effect of currency movements.  The performance of the portfolio was strong, driven by continued growth in underlying profits and by a number of successful realisations.

We have been very active both in realising and in making investments, with
£118 million generated by the portfolio during the year, a record level, and more than £90 million re-invested. Our strong balance sheet leaves us very well placed to take advantage of further opportunities.

The Company has been one of the top performers in the listed private equity sector over recent years.  Our flexible investment strategy and the strong performance of the largest investments position Graphite Enterprise very well for future growth.

+15.7%		+7.2%
Share price The share price materially outperformed the FTSE All-Share Index and has increased by 88% over three years		Net asset value per share The NAV per share increased to 677p, outperforming the FTSE All-Share Index which increased by 6.4% in the year
+13.8%		15.5p
Underlying value of the portfolio in local currencies The portfolio grew strongly, driven by underlying earnings growth and realisations		Record dividend The dividend will increase to 15.5p of which 7.5p is a final dividend and 8.0p a special dividend
£118m		£91m
Realisation proceeds 28% of the opening portfolio was realised; in cash terms this was the highest ever		Investment in the portfolio The rate of investment was two thirds higher than in the previous year

Chairman's statement

Summary

Graphite Enterprise made solid progress in the year to 31 January 2014, with the net asset value per share increasing by 7.2%. This continued the recent strong performance with the net asset value increasing by nearly 30% over three years and by well over 50% over five years¹.

The share price performed strongly during the year, rising by 15.7% to 563.5p and materially outperforming the Company's benchmark, the FTSE All-Share Index, which rose by 6.4%.  Over three years the share price had increased by 88.4%, compared with a rise of 27.7% in the FTSE All-Share Index¹. Reflecting the rise in the share price, the discount to the net asset value per share narrowed from 22.9% to 16.8% during the year. The share price has been stronger since the year end, reaching a new all-time high earlier this month. 

The growth in net asset value reflected a 13.8% increase in the value of the investment portfolio in local currencies. This was partially offset by a rise in sterling against the euro which reduced the sterling value of our euro-denominated investments and limited the overall portfolio rise in sterling terms to 11.0%. After adjusting for the effect of holding cash, costs and for the payment of the last year's dividend, the overall increase in the net asset value per share was 7.2%.

At 31 January, total assets had risen to £503 million of which 86% was invested in the portfolio. The balance was held in cash and liquid assets which rose to £68 million, driven by the high level of realisations. When the cash balance is added to the undrawn bank facility, the Company has over £150 million of liquidity. This allowed us to materially increase the level of commitments to funds, with over £200 million of new commitments made in the year.  The largest of these, of £100 million, was to Graphite Capital's latest buy-out fund.

	31 January 2014	31 January 2013	Change
Net asset value per share	677.2p	631.5p	+7.2%
Share price	563.5p	487.0p	+15.7%
FTSE All-Share Index	3,497	3,287	+6.4%

Economic environment

The Company's investment programme continues to be focused on the more mature private equity markets in Western Europe.  At the year end, the largest exposures were to the UK, which accounted for 45% of the portfolio and to continental Europe which accounted for a further 40%.

The outlook for the UK has improved substantially over the past year, with the economic recovery appearing to gather strength in the second half. The performance of the major continental European economies has remained subdued.  However, concerns over the stability of the euro seem to have abated and a consensus is emerging that the major economies are now more likely to move forward rather than backward, although progress may be relatively slow in certain cases.

The performance of the investment portfolio in recent years has demonstrated that the private equity model can survive and often prosper in times of low or negative growth.  Indeed, economic uncertainty can often benefit the sector as new investments can be made at relatively attractive prices. A more favourable economic environment may make the sourcing of new investments more competitive but should prove to be very positive for the development of the current portfolio. 

Performance

Overview

The investment portfolio performed strongly in the year, increasing in value by 13.8% in local currencies, having increased by 14.3% in the previous year. However, as the euro fell by 4.1% against sterling during the period, the increase in the sterling value of the portfolio was restricted to 11.0%. As the investment portfolio accounted for just under 90% of net assets at the start of the year, the rise in the portfolio increased the net asset value by 9.8%. After adjusting for costs, the increase in the net asset value per share was 8.0%.  The dividend paid in the year represented 0.8% of net asset value and the net increase was therefore 7.2%.

Portfolio 

Nearly 60% of the underlying growth in the portfolio was generated by full and partial realisations. It is pleasing that full realisations continued to be achieved at values significantly above their carrying amounts.

Increases in the valuations of the unrealised portfolio accounted for just over 40% of the growth. This was driven by continued earnings growth and by debt pay-down, rather than by an increase in valuation multiples. 

As the largest 30 underlying companies accounted for 43% of the portfolio at 31 January, their performance will have a substantial impact on that of the Company.  These investments performed strongly, with EBITDA² increasing on average by 13.6% in the 12 months to December 2013.  By comparison, the aggregate EBITDA of the FTSE 250 increased by 4.8% in the same period.

A more detailed analysis of the performance of the investment portfolio is given in the Portfolio Review.

Discount

The share price rose strongly in the year, with the result that the discount to the net asset value per share narrowed from 22.9% at the start of the year to 16.8% at the end.

The Board has consistently believed that the key to narrowing the discount is to generate demand for the shares though strong long term performance and clear communication of the Company's strategy. It has therefore been pleasing to see the discount narrow as the net asset value has continued to rise and as our active investor relations programme has continued to develop. We will continue to devote significant time to investor relations in 2014 and beyond. 

Long term performance³

We have always measured performance against the benchmark of the FTSE All-Share Index as we believe that this is the most relevant index for most of our shareholders, over 60% of whom are private individuals. We aim to outperform this index over the medium to long term. 

Over ten years, both the net asset value per share and the share price have outperformed the FTSE All-Share, with the net asset value increasing by 164% and the share price by 196%, compared with a rise of 125% in the Index.  Similarly, over three years both the share price and the net asset value have outperformed the Index.

The five year relative performance figures are distorted by the timing and severity of the financial crisis with the result that the share price very substantially outperformed the Index and the net asset value underperformed.  As our net asset value fell by far less than the share price or the Index in 2008, it has been recovering from a much higher base. As a result, although it has performed strongly, rising by 56.2%, this has been less than the 217.7% achieved by the share price and the 89.2% achieved by the Index.

The Company's performance against the listed private equity sector continues to be strong.  Over each of three, five and ten years, both our share price and net asset value total return have substantially outperformed the peer group average. 

Years to 31 January 2014	3	5	10
Net asset value per share	+29.4%	+56.2%	+164.4%
Share price	+88.4%	+217.7%	+196.1%
FTSE All-Share Index	+27.7%	+89.2%	+124.5%
Peer group average4	+19.9%	+21.0%	+127.8%

Balance sheet and commitments

The Company had cash balances at January 2014 of £68 million, an increase of £13 million over the year, reflecting the high level of net cash inflows from the portfolio, particularly in the second half of the year.  A record level of £118 million of cash was generated by the portfolio, of which £91 million was reinvested (see Portfolio Review for further details).

Since the year end, the cash balance has fallen to £59 million as a result of strong new investment activity.  When this cash balance is added to the undrawn bank facility of £98 million, this provides Graphite Enterprise with the capacity to fund substantial new investment over the coming years.  Our medium term aim is to be broadly fully invested while ensuring that we have sufficient liquidity to be able to take advantage of any attractive investment opportunities that might arise.

In order to generate a core level of new investment in the medium term, we made substantial commitments to new funds in the year totalling £201 million.  This included a commitment of £100 million to Graphite Capital's latest buy-out fund.  The Board's decision to make this substantial commitment reflects both the strong performance of Graphite Capital's previous fund and our aim of maintaining the Company's exposure to Graphite Capital's buy-outs at between 20% and 25% of the portfolio.

We expect outstanding commitments to be drawn down at a rate of approximately
£55-65 million per annum, depending on the speed at which funds make new investments.

While we are likely to make further commitments to new funds, a greater level of investment activity in the coming year is expected to be focused on the acquisition of secondary interests in funds and on co-investments alongside funds. By increasing secondary purchases and co-investments we aim to deploy our cash balance more quickly and enhance short term returns.

	Investment portfolio £ million	Investment portfolio % total  assets	Cash and other net assets £ million	Cash and other net assets, % of total assets	Commitments £ million
31 January 2014	433.3	86.2%	69.3	13.8%	277.3
31 January 2013	415.2	88.1%	56.3	11.9%	126.5
31 January 2012	377.7	89.2%	45.9	10.8%	141.2
31 January 2011	356.6	89.2%	42.9	10.8%	173.7
31 December 2009	231.2	67.1%	113.4	32.9%	243.2

Revenue return and dividend

As we have highlighted in previous reports, most of our income is accounted for when underlying portfolio companies are sold and the accumulated interest on yield bearing instruments is paid. This makes the level of income in each year very difficult to predict. 

The record level of realisations in the year to January 2014 generated an exceptionally high level of income, which at £19.0 million was more than three times that of the previous year. As a result, the net revenue after tax for the year was £13.9 million or 19.0p per share, compared with just £2.3 million or 3.1p per share in the prior year.

In order to maintain investment trust status, the Company can retain no more than 15% of its total income. As a result of the unusually high level of income noted above, the Board is recommending that the total dividend should be increased from 5.0p to 15.5p. This will take the form of a final dividend of 7.5p and a special dividend of 8.0p.

The final dividend of 7.5p represents an increase of 50% over last year and is based on the level of income likely to be generated by the portfolio over the next few years. The special dividend of 8.0p reflects the exceptional level of income received in the year to January 2014. 

If approved by shareholders, the total dividend will represent a yield of 2.75% on the share price at 31 January and will result in a total payment to shareholders of £11.3 million. Both the final and special dividends will be paid on 18 June 2014. 

Outlook

In recent years we have highlighted the sensitivity of discounts in the private equity sector to broader economic factors, observing that discounts were usually particularly wide when the markets were weak and narrow when the markets were strong. In March 2011, we commented that if history continued to be a guide to the future, discounts would narrow and private equity share prices would rise as the economy recovered. We have therefore been pleased to see that since then, the discount has narrowed to below its long term average and the share price has risen by more than 60%, recently reaching a record high. During the last three financial years, the portfolio has generated over 75% of its opening value in cash and the net asset value has risen sharply, demonstrating the underlying strength of our model.

As we have noted before, future performance is likely to be driven primarily by the level of realisations. The rate of realisations accelerated steadily last year and we see no reason why this level of disposals should not continue in the coming year.  As realisations are almost invariably achieved at substantial uplifts to holding valuations, a continued flow of realisations would almost certainly have a positive impact on the future performance of the portfolio.  The strong performance of the largest investments will ensure they are well placed for exit at the appropriate time. 

The environment for new investment, while more challenging than that for realisations, is continuing to offer attractive opportunities for private equity managers who understand their markets and have a clearly defined investment strategy.  Prices for new investments invariably rise when the economic outlook improves but as they did not fall as far as many had expected during the downturn, the rise may not be as great in the upturn.  Private equity has historically achieved strong returns from investments made in the early stages of a recovery and there is no reason to believe that returns in this recovery will be any different.

Our investment strategy gives us the flexibility to adapt the mix of investments, cash and commitments to changing market conditions and to deploy our cash where we see the best relative value. The strength of our balance sheet leaves us well placed to take advantage of any opportunities which become available while the strong performance of the larger investments in our portfolio should continue to drive the net asset value performance. 

Mark Fane

16 April 2014

1. Throughout the report, one year performance figures are stated on capital return basis; longer term performance figures are stated on a total return basis (i.e. including the effect of re-invested dividends).

2. Earnings before interest, tax, depreciation and amortisation.

3. Total return basis, including the effect of reinvested dividends.  As the Company changed its year end in 2010, the five and ten year figures are for the 61 and 121 month periods to 31 January 2014.

4. Peer group comprises: Aberdeen Private Equity, F&C Private Equity, HarbourVest, JPMorgan Private Equity, Pantheon International Participations, Princess Private Equity, Private Equity Holding, Standard Life European Private Equity (funds-of-funds); 3i, Candover, Dunedin Enterprise, Electra, HgCapital, NB Private Equity Partners, SVG Capital (direct funds).

Market review

This section focuses on developments in the European buy-out market in which Graphite Enterprise invests almost exclusively.

Investment activity

The value of buy-outs completed in the European market rose marginally from €72 billion to €75 billion in 2013 while the volume of completed deals fell by 8% to 459¹. The volume figures tend to be distorted by the relatively large number of smaller buy-outs completed each year, which typically account for approximately half of the volume but only a very small share of the value. Therefore, the fall in market volume was because the number under €50 million fell by 24% to 225.  In contrast, the number of completed buy-outs of over €50 million increased by 15% to 234, while their value rose by 4% to €69 billion.

Graphite Enterprise's portfolio is focused primarily on larger buy-outs, with approximately 40% in the mid-market (€50-250 million) and almost 50% in the large buy-out (>€250 million) segments of the market.  In both these markets, activity levels were higher in the year.  In the mid-market the volume rose 12% to 160 completed deals with a value 5% higher at €18 billion.  In the large buy-out market the volume of deals increased 21% to 74 representing a 4% rise in value to €51 billion. 

We believe that the variation in activity levels between small, mid and large buy-outs reflects the continuing difficulty of raising financing for small businesses.  In contrast, debt levels in the mid-market were slightly higher in 2013 than in 2012, while in the large buy-out market they were markedly higher².  It is worth noting, however, that in both segments debt levels, which were typically in the range of 4-5 times EBITDA, were significantly below those at the peak of the market in 2007 of 5-7 times EBITDA.

Industry data² suggests that prices paid for new investments were mainly in the range of 8-9 times EBITDA. This is significantly below the reported levels in 2007, which were generally in the range of 9-10 times EBITDA. In general the market in 2013 seemed to be more favourable for sellers than for buyers and prices paid for high quality companies remained high. More relevant for the comparison with 2007 is that the prices in that year were paid immediately prior to a recession while those paid in 2013 were potentially in advance of a sustained economic upturn.

Fundraising

Fundraising for European buy-outs rose sharply in 2013 with 49 funds reaching final closings of over €51 billion. This was almost double the €27 billion raised for the 32 funds closed in 2012³.  The data, like that for new investments, is dominated by a small number of large funds and a high number of small funds.  Funds of less than €250 million accounted for almost half the number of funds closed but only 5% of their value, while funds over €1 billion accounted for 80% of the value and only 24% by number.

Graphite Enterprise's portfolio is focused primarily on mid-sized and large funds, with over 90% invested in funds of more than €250 million.  In the mid-sized range (€250 million to €1 billion) the number of funds raised rose by 25% to 15 with a combined value of €7 billion, while the rise in large funds (>€1 billion) was more pronounced, more than tripling in number to 12 and more than doubling in total value to €41 billion.

In value terms the fundraising market has returned to the peak levels of 2007 and 2008 when an average of €48 billion was raised for funds over €250 million.  However, the number of funds remains more than 40% below the peak of 48 funds raised in 2007.  A broadly similar amount of capital is therefore being concentrated on a far smaller number of managers and we are seeing many managers failing to reach their targets, while others are achieving theirs relatively quickly.

As an investor in funds, this bifurcation of the fundraising market presents certain opportunities for Graphite Enterprise.  We are not afraid to back managers that do not reach their fundraising target where we see value in their more recent investments, whereas the market tends to focus more on longer term track records.  Undersubscribed funds are more likely to generate co-investment and, potentially, secondary opportunities in which we are keen to invest.  The failure of certain managers to raise funds could lower competition for underlying investments which would be favourable for pricing in the medium term.

Secondary market

The market for secondary interests in funds remained strong in 2013 with approximately $28 billion of transactions completed globally compared with $25 billion completed in 2012⁴. The reported value of the secondary market tends to be dominated by a few very large portfolios that only a small number of dedicated secondary funds have the scale to acquire. These sales are expected to continue in the near future primarily because continuing regulatory pressure on financial institutions is likely to encourage banks and insurance companies to sell private equity assets.

We operate in a smaller part of the market characterised less by strategic shifts by financial institutions and more by specific portfolio management objectives of a wide range of investor types.  In the last twelve months we have acquired fund interests from public pension funds in North America and the UK, a US bank and a US charitable foundation. We believe that selling investments in the secondary market is becoming an increasingly common way for investors to manage their overall portfolios.  We therefore expect to continue to see a strong flow of opportunities to acquire single fund interests and small portfolios in 2014. 

Secondary market pricing rose in the year for buy-out funds from an average of 89% of net asset value to an average of 92% of net asset value⁴.  High quality funds continued to trade at around net asset value or, in some cases, even a premium. 

Despite the high headline prices, we believe that secondaries continue to provide opportunities to buy in to maturing portfolios at reasonable valuations.  We believe that the insights into portfolios that we gain from being a primary investor in funds enable us to identify and acquire those funds with significant long-term growth potential.

1. Unquote Data: all European buy-outs 2013

2. Standard & Poors: LCD European Leveraged Buy-out Review 4Q13.

3. Preqin private equity fundraising database.

4. Cogent Partners: Secondary Market Trends and Outlook, January 2014

PORTFOLIO review

Portfolio performance overview

The portfolio continued to perform well in the year to January 2014, with the underlying value in local currencies increasing by 13.8%.  After adjusting for the depreciation of the euro, the sterling value of the portfolio increased by 11.0% in the year.

At the end of the year the portfolio was valued at £433.3 million, £18.1 million higher than at the start. Valuation gains of £57.3 million were partially offset by adverse currency movements of £11.5 million and a net cash inflow of £27.7 million. The net inflow masks a high level of underlying activity, with realisations of £118.3 million and new investment of £90.6 million. 

	£m
Opening portfolio	415.2
Additions	90.6
Disposal proceeds	(118.3)
Net cash inflow	(27.7)
Gains on disposals	32.8
Unrealised valuation gains	24.5
Total underlying valuation gains	57.3
Currency	(11.5)
Closing portfolio	433.3

Gains generated by realisation activity accounted for 57% of the underlying valuation increase while uplifts in unrealised valuations accounted for the remainder.  Valuation gains were primarily driven by strong earnings growth while multiples remained broadly stable. 

Investment activity

Realisations

Proceeds generated by the portfolio in the year reached a record high of £118.3 million and were 54% higher than in the previous year.  Over 28% of the value of the opening portfolio was converted into cash, the highest conversion rate for six years.  The pace of inflows accelerated as the year progressed, almost doubling in the second half compared with the first.  This reflected a steady improvement in market conditions for realisations over the course of the year.

Thirty-three investments were fully realised in the year, more than twice the number sold in the previous year. The proceeds of £78.8 million from these full realisations were almost 70% ahead of the previous year's figure.  Realisations continue to generate substantial uplifts over the prior carrying values, averaging 36% in the year.  The average multiple of original cost also remained reasonably strong at 2.1 times.

The most significant realisation was Graphite Capital Partners VII's sale of Alexander Mann Solutions ("AMS"), the leading global provider of recruitment process outsourcing services.  This generated £14.4 million of cash and an uplift in value of £6.0 million, both of which were the highest achieved in the year.  Over its six year holding period, the investment in AMS generated a return of 3.6 times cost.

AMS was one of five sales made from the Graphite Capital portfolio in the year.  The others were Park Holidays, Dominion Gas, Willowbrook Healthcare and Optimum Care which together generated a further £30.8 million of proceeds. In total the Graphite Capital portfolio accounted for 41% of proceeds in the year. These sales bring the total number of disposals from the Graphite Capital portfolio to seven in fifteen months.

In the third party portfolio Doughty Hanson's sale of Vue Entertainment, the UK cinema chain, was the largest realisation, generating cash proceeds of £8.2 million. The investment was held through Doughty Hanson's fund and in a co-investment alongside it, and generated a return of 2.1 times cost and an IRR of over 30%.

Sales to trade buyers represented 16 of the 33 full realisations, with private equity buyers accounting for 11.  The remainder were mezzanine repayments and the sale of a listed holding from an IPO in the prior year.

Most of the realisations were of investments made prior to the financial crisis, with those made in 2006 and 2007 representing 17 of the 33 realisations. As these were made immediately prior to the downturn, they were seen as the most vulnerable. It is therefore encouraging to see that they are now generating good returns.

Further details of the ten largest underlying realisations are set out in the Supplementary Information section later in this report.

The portfolio generated a further £39.5 million from partial realisations, most of which came from IPOs and refinancings. In a recovering IPO market, eight portfolio companies achieved flotations, the largest of which were HellermannTyton and Partnership. The Company received proceeds of £16.8 million from these IPOs and at the year-end continued to hold listed shares in these investments. Details of the Company's listed holdings are set out in the Supplementary Information section later in this report.

The refinancing market has also recovered, following an improvement in the availability of credit, with the result that a number of portfolio companies were successfully refinanced generating £11.9 million of cash.

New investments

The level of new investment increased by 68% to £90.6 million in the year, primarily because we substantially increased secondary purchases of fund interests ("secondaries") and made more co-investments. The combined investment in secondaries and co-investments rose from £5.2 million to £36.5 million.

We completed six secondaries in the year totalling £24.3 million.  Five of the six were in funds managed by firms with whom the Company had already invested, of which three were in funds already in the portfolio.  The sixth was a new relationship where we also committed to invest in the manager's new fund. 

We invested a further £12.2 million in three direct co-investments alongside managers in our fund portfolio.  These were in TDR Capital's acquisition of David Lloyd Leisure, Kester Capital's acquisition of Frontier Medical and PAI Partners' acquisition of R&R Ice Cream.

Secondaries and co-investments are an increasingly important part of our overall strategy.  Both are ways of quickly re-investing realisation proceeds and offer an attractive balance of risk versus reward.  We believe we are well placed to execute these investments as we have many years of experience of making direct investments and of managing our own buy-out funds.

Drawdowns by the fund portfolio increased by 11% to £54.2 million, with a sharp rise in drawdowns by the Graphite Capital portfolio being partially offset by a small fall in drawdowns by third party funds.

Graphite Capital funds drew down £17.6 million in the year, an 84% increase on last year's figure. Most of this was to finance two new investments led by our buy-out team. These were in City & County Healthcare, the UK's fourth largest homecare provider, and in Hawksmoor, an operator of restaurants in London.  The Company invested £14.2 million in the former and £1.7 million in the latter.

Third-party funds drew down £36.6 million in the year, marginally below the £39.1 million drawn down in the previous year. These drawdowns represented only 40% of total new investment in the year.  The remaining 60% was either invested by our buy-out team or was in secondaries or co-investments.  As we are able to analyse the underlying companies before deciding whether to invest in a secondary or a co-investment, and the buy-out team has full control over the Graphite Capital investments, we effectively had full discretion over the majority of new investments made in the year. This is in contrast to a conventional investor in private equity funds which will not be involved in the selection of any of the companies in its underlying portfolio.

Further details of the ten largest underlying new investments are set out in the Supplementary Information section later in this report.

New commitments

We made twelve new fund commitments in the year totalling £201.1 million.  The most significant of these by some margin was the £100.0 million committed to Graphite Capital Partners VIII which closed in September 2013 with total commitments of over £500 million. We are pleased that the Board chose to continue to support our buy-out team for the next four to five years with such a substantial commitment.  Graphite Capital Partners VIII will continue the successful strategy of its predecessor of investing in UK management buy-outs valued primarily at between £40 million and £150 million.

Of the eleven commitments made to third-party managers, seven were to managers with whom we have longstanding relationships.  The other four were to managers that are new to the portfolio.  All of the new relationships are with well established firms investing their fourth or subsequent fund.  Established firms are the main focus of the Company's investment strategy as we believe they are generally lower risk than firms with newer, less experienced, teams. 

All of the new commitments are in line with our strategy of building long-term relationships with our preferred managers by investing in their new funds. By so doing we believe we put ourselves in the best possible position to acquire secondaries in their funds and to invest alongside them in co-investments. While many private equity fund investors have been rationalising manager relationships, we have chosen to broaden the number of active relationships in order to give us greater access to these follow-on investments.  In the last three years we have added nine new managers to the portfolio, and at the year end had 32 active manager relationships.

We believe that this will prove to have been a good time in the cycle to have made commitments to new funds as they should be drawn down as the major European economies are emerging from recession. 

Closing portfolio

At 31 January, the portfolio was valued at £433.3 million and was broadly diversified with investments in 387 underlying companies across a wide range of sectors, geographies and years of investment. 

We believe our portfolio strikes an attractive balance between diversification and concentration.  While the level of diversification within the portfolio reduces risk, many individual investments are large enough to have an impact on overall performance, as demonstrated this year by the sales of AMS, Dominion and Vue Entertainment. 

The top ten underlying companies accounted for 24% of the value of the portfolio at the year end, while the top 30 accounted for 43%.  The performance of these 30 investments is therefore likely to be a key driver of future performance.  As outlined in the Chairman's Statement, their performance remained strong in the year to 31 December 2013 with revenues and EBITDA growing by an average of 7.4% and 13.6% respectively.

The top 30 underlying companies were valued on an average multiple of 9.2 times EBITDA at December 2013.  We consider this to be reasonable for the level of growth being achieved and for the quality of the underlying earnings.  In comparison, the FTSE 250 Index was valued at 9.3 times EBITDA at the year end, while the EBITDA of its component companies increased by only 4.8% in the year.

The leverage of the top thirty companies is generally modest, with net debt averaging
3.6 times EBITDA.  This level of gearing should enhance future equity returns without posing undue financial risk.

Graphite Capital directly managed 21% of the portfolio including six of the top ten underlying investments and seven of the top 30.  This gives us a high level of influence over the development of a significant part of the Company's portfolio.  It also provides valuable insights which help us to make more informed strategic and short term decisions on the management of the portfolio as a whole.

The third-party portfolio accounted for 79% of value at the year end, of which 14% was in secondaries and 8% in co-investments.

In these accounts, 98% of the portfolio was valued using December 2013 valuations.  The portfolio was valued at an average of 1.4 times original cost in local currency, of which
0.4 times cost had already been realised.  At these levels we believe there to be potential for future growth as the portfolio matures.  As almost 45% of the portfolio is in investments made more than five years ago, managers will be looking to realise many of these investments while market conditions remain favourable.

A detailed analysis of the portfolio is included in the Supplementary Information section later in this report. 

Commitments and liquidity

At 31 January, the Company had outstanding commitments of £277.3 million and total liquidity of £165.9 million, of which £68.2 million was in cash and £97.7 million in the undrawn bank facility.  Commitments therefore exceeded total liquidity by £111.4 million or by 22.6% of the net asset value. 

As the vast majority of commitments are to funds raised in the last 12 months, relatively few are likely to be drawn down in the short term. Funds are typically drawn down over a period of three to five years and 10-20% of commitments are usually retained at the end of the investment period to fund follow-on investments and expenses. If outstanding commitments to each of the funds were to be drawn down at a constant rate over their remaining investment periods, approximately £55 million of commitments would be drawn down over the next 12 months.

The Company therefore should have sufficient resources in cash and undrawn facilities to fund drawdowns for more than three years, even if no realisations were achieved.  In reality we would expect to receive substantial cash inflows from the portfolio during this period.

Currency

Foreign exchange exposure has an impact both on the net asset value and on the level of outstanding commitments.  At the year end, 44% of the net asset value and 58% of outstanding commitments were denominated in foreign currencies, primarily in euros. 

In the year to January 2014, foreign currency movements had a negative impact on performance, reducing the net asset value by 2.6%. In contrast, currency movements increased the net asset value by 1.6% in the previous year.

The Board regularly reviews foreign exchange exposure and to date has chosen not to hedge as the cost has been considered prohibitive.  We continue to keep this under review.  Further details of the foreign currency exposure are set out in the Supplementary Information section. 

Events since the year end

In the period since the year end, additions to the portfolio of £18.1 million have exceeded realisations of £10.1 million.  The largest investment was made by our buy-out team which earlier this month completed the acquisition of ICR, a provider of maintenance services to the oil and gas industry in which the Company invested £10.9 million. 

After taking account of the £9.5 million net cash outflow since the year end, the cash balance has fallen to £58.7 million while outstanding commitments have fallen to £261.9 million. 

Prospects

After remaining subdued during the downturn, the realisation market started to recover in 2012 and this recovery accelerated in 2013.  The environment for realisations is now as favourable as it has been for many years, with a range of exit options currently available.   With the portfolio generating record levels of cash, our main challenge is to re-invest these proceeds and thereby maintain, or ideally increase, the level of investment.

When the realisation market picks up, the market for new buy-outs inevitably becomes more challenging as pricing tends to rise. To balance this, the flow of opportunities also increases, presenting our managers with a wider range of potential investments from which to choose. The more experienced managers are able to adapt to this environment and while recognising that prices may be higher than during the downturn are able to select investments which justify this premium. Perhaps more importantly, these investments will be made at a time when there is widespread agreement that the European economy is recovering and is unlikely to move backwards.

Many of our preferred managers have raised new funds over the last 18 months and we made substantial commitments to these in order to secure the core of the investment programme for the next few years.  As fewer new funds are being raised that meet our criteria, this year we will focus more on acquiring secondary interests and on making co-investments.  These should enable us to deploy cash resources more quickly alongside the core investment programme of primary funds.

The Company's current portfolio continues to mature and the profit growth of the larger investments remains strong. The valuations of these investments should therefore continue to rise even if multiples remain unchanged. In the current market, we would expect a number of them to be realised over the next twelve months and that such realisations would be achieved at significant uplifts to carrying values.

At this point in the cycle, the Company has the benefit of a strong balance sheet. With a flexible investment approach and long experience of investing both directly and through funds we should be well placed to take advantage of the opportunities which will doubtless arise as the economic recovery continues. 

Graphite Capital Management LLP

16 April 2014

For further information please contact:

Tim Spence	020 7825 5358
Emma Osborne	020 7825 5357

SUPPLEMENTARY INFORMATION

The 30 largest FUND INVESTMENTS

The table below summarises the 30 largest funds by value at 31 January 2014.

	Fund	Outstanding commitment £m	Year of commitment	Country/ region	Value £m
1	Graphite Capital Partners VII * / **
	Mid-market buy-outs	7.6	2007	UK	37.5
2	Fourth Cinven Fund **
	Large buy-outs	4.1	2006	Europe	28.1
3	Euromezzanine 5
	Mezzanine loans to mid-market buy-outs	1.8	2006	France	21.2
4	CVC European Equity Partners V **
	Large buy-outs	6.0	2008	Global	21.0
5	Thomas H Lee Parallel Fund VI
	Large buy-outs	3.9	2007	USA	19.6
6	Doughty Hanson & Co V **
	Mid-market and large buy-outs	6.2	2006	Europe	18.2
7	ICG European Fund 2006
	Mezzanine loans to buy-outs	2.7	2007	Europe	17.4
8	TDR Capital II
	Mid-market and large buy-outs	0.8	2006	Europe	17.4
9	Candover 2005 Fund **
	Large buy-outs	0.1	2005	Europe	17.0
10	Graphite Capital Partners VI **
	Mid-market buy-outs	3.2	2003	UK	16.3
11	Graphite Capital Partners VIII *
	Mid-market buy-outs	84.1	2013	UK	15.2
12	Apax Europe VII
	Large buy-outs	0.2	2007	Global	15.2
13	Activa Capital Fund II
	Mid-market buy-outs	0.9	2007	France	15.0
14	Deutsche Beteiligungs AG Fund V
	Mid-market buy-outs	1.3	2006	Germany	9.7
15	Doughty Hanson & Co IV
	Mid-market and large buy-outs	0.4	2005	Europe	9.3
16	Bowmark Capital Partners IV
	Mid-market buy-outs	1.4	2007	UK	8.6
17	PAI Europe V
	Large buy-outs	0.4	2007	Europe	6.4
18	CVC European Equity Partners Tandem
	Large buy-outs	0.9	2006	Global	5.1
19	Charterhouse Capital Partners IX **
	Large buy-outs	3.1	2008	Europe	5.0
20	Advent Central and Eastern Europe IV
	Mid-market buy-outs	1.3	2008	Europe	4.7
21	CVC European Equity Partners IV **
	Large buy-outs	1.4	2005	Global	4.3
22	Permira IV **
	Large buy-outs	0.3	2006	Europe	4.2
23	BC European Capital IX
	Large buy-outs	4.2	2011	Europe	4.2
24	Fifth Cinven Fund
	Large buy-outs	12.8	2012	Europe	3.7
25	Charterhouse Capital Partners VIII **
	Large buy-outs	1.2	2006	Europe	3.6
26	Piper Private Equity Fund IV
	Small buy-outs	1.1	2006	UK	3.2
27	Deutsche Beteiligungs AG Fund IV
	Mid-market buy-outs	0.3	2002	Germany	3.2
28	Segulah IV
	Mid-market buy-outs	1.2	2008	Nordic	3.2
29	Apax Europe VII Sidecar 2
	Large buy-outs	0.9	2007	Global	3.2
30	CSP Secondary Opportunities Fund II
	Secondary portfolios	-	2008	Global	3.2
	Total of 30 largest underlying funds	153.8			343.9
	Percentage of total investment portfolio				79.4%

* Includes the associated Top Up funds.

** All or part of interest acquired through a secondary fund purchase.

The 30 largest UNDERLYING investments

The tables below present the 30 companies in which Graphite Enterprise had the largest investments by value at 31 January 2014. These investments may be held directly or through funds, or in some cases in both ways. The valuations are gross and are shown as a percentage of the total investment portfolio.

	Company	Manager	Year of investment	Country	Value as % of investment portfolio
1	Micheldever
	Distributor and retailer of tyres	Graphite Capital	2006	UK	3.9%
2	City & County Healthcare Group
	Provider of home care	Graphite Capital	2013	UK	3.3%
3	CEVA
	Manufacturer and distributor of animal health products	Euromezzanine	2007	France	3.2%
4	National Fostering Agency
	Provider of foster care services	Graphite Capital	2012	UK	2.7%
5	Algeco Scotsman
	Supplier and operator of modular buildings	TDR Capital	2007	USA	2.4%
6	Education Personnel
	Provider of temporary staff for the education sector	Graphite Capital	2010	UK	2.0%
7	U-POL
	Manufacturer and distributor of automotive refinish products	Graphite Capital	2010	UK	1.8%
8	London Square
	Developer of residential housing	Graphite Capital	2010	UK	1.5%
9	David Lloyd Leisure
	Operator of premium health and fitness clubs	TDR Capital	2013	UK	1.4%
10	TMF
	Provider of management and accounting outsourcing services	Doughty Hanson	2008	Netherlands	1.4%
11	Quiron
	Operator of private hospitals	Doughty Hanson	2012	Spain	1.3%
12	CPA Global
	Provider of patent and legal services	Cinven	2012	UK	1.2%
13	Parques Reunidos
	Operator of attraction parks	Arle	2007	Spain	1.1%
14	Spire Healthcare
	Operator of hospitals	Cinven	2007	UK	1.1%
15	Frontier Medical
	Manufacturer of medical devices	Kester Capital	2013	UK	1.1%
16	Spheros
	Provider of bus climate control systems	Deustche Beteiligungs	2011	Germany	1.1%
17	Ceridian
	Provider of payment processing services	Thomas H Lee Partners	2007	North America	1.0%
18	Stonegate Pub Company
	Operator of pubs	TDR Capital	2010	UK	1.0%
19	Stork
	Provider of technical engineering services	Arle	2008	Netherlands	1.0%
20	Acromas
	Provider of financial, motoring, travel and healthcare services	Charterhouse / CVC	2007	UK	1.0%
21	Intermediate Capital Group*
	Provider of mezzanine finance	ICG	1989	UK	1.0%
22	Evonik Industries*
	Manufacturer of specialty chemicals	CVC	2008	Germany	1.0%
23	InnBrighton
	Operator of pubs and bars	Graphite Capital	2001	UK	0.9%
24	Partnership*
	Provider of enhanced annuities	Cinven	2008	UK	0.9%
25	Gerflor
	Manufacturer of PVC flooring	ICG	2011	France	0.9%
26	Eurofiber
	Provider of fibre optic network	Doughty Hanson	2012	Netherlands	0.8%
27	Sebia
	Provider of protein testing equipment	Cinven	2010	France	0.8%
28	Guardian Financial Services
	Provider of insured life and pension products	Cinven	2011	UK	0.8%
29	Abertis*
	Provider of private transport and communications	CVC	2010	Spain	0.8%
30	Gondola
	Operator of casual dining restaurants	Cinven	2006	UK	0.7%
	Total of 30 largest underlying investments				43.1%

* Quoted

30 largest investments* - revenue growth
% growth	% by value
<0%	9.0%
0-10%	61.7%
10-20%	16.5%
20-30%	0.0%
>30%	7.6%
30 largest investments** - EBITDA growth
% growth	% by value
<0%	13.0%
0-10%	37.8%
10-20%	10.0%
20-30%	15.9%
>30%	17.2%
30 largest investments*** - enterprise value as a multiple of EBITDA
Multiple	% by value
<7.0x	6.8%
7.0-8.0x	15.7%
8.0-9.0x	26.6%
9.0-10.0x	12.2%
10.0-11.0x	19.6%
>11.0x	12.8%
30 largest investments***- net debt as a multiple of EBITDA
Multiple	% by value
<3.0x	40.8%
3.0-4.0x	19.4%
4.0-5.0x	14.4%
5.0-6.0x	8.3%
6.0-7.0x	8.4%
>7.0x	2.4%

* Excludes London Square (immature) and Guardian Financial Services where revenue is not a meaningful measure of performance.

** Excludes London Square (immature) where EBITDA is not a meaningful measure of performance.

*** Excludes Intermediate Capital Group, Partnership and Guardian Financial Services where metrics are not relevant.

Portfolio analySIS

The following four tables analyse the companies in which Graphite Enterprise had investments at 31 January 2014.

Underlying companies - investment type

		% of underlying companies
Large buy-outs		48.5%
Mid-market buy-outs		34.9%
Mezzanine		10.6%
Small buy-outs		5.1%
Quoted		0.9%
Total		100.0%

Underlying companies - geographic distribution*

		% of underlying companies
UK		45.1%
France		13.8%
North America		13.6%
Germany		8.5%
Benelux		5.3%
Spain		4.9%
Scandinavia		3.0%
Greece, Ireland, Italy, Portugal		2.7%
Other Europe		1.5%
Rest of world		1.6%
Total		100.0%

* Location of headquarters of underlying companies in the portfolio.

Underlying companies - year of investment and valuation as a multiple of original cost

	Multiple of cost	Primary portfolio	Secondary portfolio	Total portfolio
2013 onwards	1.0x	12.7%	0.6%	13.3%
2012	1.3x	11.4%	1.6%	13.0%
2011	1.3x	11.1%	1.5%	12.6%
2010	1.6x	13.4%	1.4%	14.8%
2009	2.2x	1.2%	0.3%	1.5%
2008	1.1x	8.0%	2.0%	10.0%
2007	1.6x	14.9%	2.2%	17.1%
2006	1.3x	9.0%	2.4%	11.4%
2005	0.9x	0.9%	0.0%	0.9%
2004 and before	1.5x	5.2%	0.2%	5.4%
Total	1.4x	87.7%	12.3%	100.0%

Underlying companies - sector analysis

		% of underlying companies
Business services		18.7%
Healthcare and education		18.6%
Industrials		14.4%
Consumer goods and services		12.6%
Leisure		9.7%
Financials		9.5%
Automotive supplies		6.2%
Technology and telecommunications		4.2%
Media		4.0%
Chemicals		2.1%
Total		100.0%

Quoted equity holdings at 31 January 2014
Underlying investment	Ticker	£m	% of investment portfolio
Intermediate Capital Group	ICP	4.2	1.0%
Evonik Industries	EVK	4.0	0.9%
Partnership	PA.	4.0	0.8%
Abertis	ABE	3.3	0.8%
Aramark Corporation	ARMK	2.7	0.6%
Homag Group	HG1	2.6	0.6%
Tumi	TUMI	2.0	0.5%
HellermannTyton	HTY	1.9	0.4%
MoneyGram International	MGI	1.7	0.4%
West Corporation	WSTC	1.7	0.4%
The Nielsen Company	NLSN	1.5	0.4%
Merlin	MERL	1.4	0.3%
Bankrate	RATE	1.3	0.3%
Sterling Financial Corporation	STSA	1.2	0.3%
Hugo Boss	BOSS	1.0	0.2%
Atos	ATOS	0.9	0.2%
SouFun	SFUN	0.9	0.2%
First BanCorp	FBP	0.5	0.1%
Just Retirement	JRG	0.5	0.1%
ProSiebenSat.1	PSM	0.3	0.1%
Freescale	FSL	0.2	0.1%
Total		37.8	8.7%

The following table analyses the closing portfolio by value.

Portfolio - Graphite and third party investments

31 January 2014 £ million		Third party investments	Graphite investments	Total
Fund investments		308.4	70.3	378.7
Direct investments		34.3	20.3	54.6
Total portfolio		342.7	90.6	433.3
Graphite investments				20.9%
Third party fund investments				71.2%
Third party co-investments				7.9%

Investment activity

Investments into the portfolio

	Drawdowns	Co-investments and secondary fund purchases	Total new investments
Financial period ending	£m	£m	£m
31 January 2014	54.2	36.4	90.6
31 January 2013	48.8	5.2	54.0
31 January 2012	51.3	29.9	81.2
31 January 2011	65.6	19.2	84.8
31 December 2009	21.5	2.5	24.0
31 December 2008	65.8	12.1	77.9
31 December 2007	95.2	7.9	103.1
31 December 2006	74.6	5.7	80.3
31 December 2005	41.6	3.9	45.5
31 December 2004	22.8	6.6	29.4

Largest new underlying investments in the year ended 31 January 2014

Investment	Description	Country	£m
City & County	Provider of home care	UK	14.2
David Lloyd Leisure	Operator of premium health and fitness clubs	UK	6.2
Frontier Medical	Manufacturer of medical devices	UK	5.1
R&R Ice Cream	Manufacturer and distributor of ice cream products	UK	3.0
Hawksmoor	Operator of steak restaurants	UK	1.7
Formel D	Provider of services to automobile manufacturers and suppliers	Germany	1.7
Ista*	Provider of consumption-dependent billing of energy costs	Germany	1.6
AMco	Distributor of niche generic pharmaceuticals	UK	1.2
Host Europe Group	Provider of hosting and internet domain services	UK	1.1
Law Business Research	Publisher of specialist information for the legal industry	UK	1.1
Total of 10 largest new investments			36.9

* Acquired from a current fund investment of the Company and therefore also a disposal in the year.

Realisations from the portfolio *

Financial period ending	£m	% of opening portfolio
31 January 2014	118.3	28.5%
31 January 2013	74.2	19.7%
31 January 2012	92.9	26.0%
31 January 2011	19.8	8.5%
31 December 2009	14.0	7.3%
31 December 2008	25.8	12.9%
31 December 2007	112.4	54.5%
31 December 2006	92.9	53.3%
31 December 2005	93.8	61.9%
31 December 2004	116.7	60.4%

*Excluding secondary sales of fund interests.

Largest underlying realisations in the year ended 31 January 2014

Investment	Manager	Buyer type	Proceeds £m
Alexander Mann Solutions	Graphite Capital	Private equity	16.1
Park Holidays UK	Graphite Capital	Financial	12.4
Vue Entertainment	Doughty Hanson	Financial	8.2
Dominion Technology Gases	Graphite Capital	Trade	7.9
Willowbrook Healthcare	Graphite Capital	Trade	6.8
HellermannTyton	Doughty Hanson	Public offering	4.2
Optimum Care	Graphite Capital	Trade	3.7
Ziggo	Cinven	Public offering	3.7
Avanza Group	Doughty Hanson	Trade	3.1
Ista*	Charterhouse/CVC	Private equity	2.7
Total of 10 largest realisations			68.8

*Sold to an existing fund investment of the Company and therefore also a new investment in the year.

Commitments analysis

Commitments at 31 January 2014	Original commitment1 £m	Outstanding commitment £m	Average drawdown percentage	% of commitments
Investment period not started	22.3	22.3	-	8.0%
Funds in investment period	354.8	215.6	39.2%	77.8%
Funds post investment period	488.9	39.4	91.9%	14.2%
Total	866.0	277.3	68.0%	100.0%

¹ Original commitments are at 31 January 2014 exchange rates

Commitments at 31 January 2014 - remaining investment period	% of commitments
Investment period not started	8.0%
> 5 years	8.7%
4-5 years	50.8%
3-4 years	4.6%
2-3 years	6.6%
1-2 years	0.8%
<1 year	6.3%
Investment period complete	14.2%
Total	100.0%

Movement in commitments in the year ended 31 January 2014	£m
Opening	126.5
Drawdowns*	(53.7)
New primary commitments	201.1
New commitments arising through secondary purchases	9.5
New commitments arising through co-investments	2.1
Currency	(6.3)
Other	(1.9)
Closing	277.3

*Excludes legal fees in respect of new investments

New commitments during the year to 31 January 2014

Fund		Strategy	Geography	£m
Primary commitments
Graphite Capital Partners VIII*		Mid-market buy-outs	UK	100.0
CVC Capital Partners VI		Large buy-outs	Europe	17.1
Activa Capital Fund III		Mid-market buy-outs	France	12.6
PAI Europe VI		Mid-market and large buy-outs	Europe	12.5
Bowmark Capital Partners V		Mid-market buy-outs	UK	10.0
Fifth Cinven Fund		Large buy-outs	Europe	8.7
IK VII Fund		Mid-market and large buy-outs	Europe	8.7
Nordic Capital Fund VIII		Mid-market and large buy-outs	Europe	8.5
TDR Capital III		Mid-market and large buy-outs	Europe	8.4
Permira V		Large buy-outs	Global	8.4
TowerBrook Investors IV		Upper mid-market buy-outs	US/Europe	3.2
Hollyport Secondary Opportunities IV		Secondary portfolios	Global	3.0
Total primary commitments				201.1
Commitments arising from secondary purchases
Charterhouse Capital Partners IX	Large buy-outs		Europe	3.3
CVC European Equity Partners V	Large buy-outs		Global	2.0
Doughty Hanson & Co V	Mid-market and large buy-outs		Europe	1.9
GCP Capital Partners Europe II	Small buy-outs		UK	1.8
Permira IV	Large buy-outs		Global	0.4
Graphite Capital Partners V	Mid-market buy-outs		UK	0.1
Total commitments arising from secondary purchases				9.5
Commitments arising from co-investments
David Lloyd Leisure	Large buy-outs		UK	1.4
R&R Ice Cream	Large buy-outs		UK	0.6
Frontier Medical	Small buy-outs		UK	0.1
Total commitments arising from co-investments				2.1
Total new commitments				212.7

*Includes Graphite Capital Partners VIII Top Up Fund 

CURRENCY EXPOSURE

	31 January 2014 £m	31 January 2014 %
Portfolio*
- sterling	203.2	46.9
- euro	144.7	33.4
- other	85.4	19.7
Total	433.3	100.0

*Currency exposure is calculated by reference to the location of the underlying portfolio companies' headquarters.

	31 January 2014 £m	31 January 2014 %
Outstanding commitments
- sterling	117.5	42.4
- euro	151.6	54.7
- other	8.2	2.9
Total	277.3	100.0

AUDITED RESULTS

Consolidated Income Statement

			Year ended 31 January 2014						Year ended 31 January 2013
	Revenue return		Capital return		Total		Revenue return		Capital return		Total
	£'000		£'000		£'000		£'000		£'000		£'000
Investment returns
Gains and losses on investments held at fair value	18,809		27,475		46,284		5,988		54,555		60,543
Income from cash and cash equivalents	172		-		172		39		-		39
Return from current asset investments	5		(342)		(337)		74		-		74
Other income	58		-		58		4		(8)		(4)
Foreign exchange gains and losses	-		(371)		(371)		-		418		418
	19,044		26,762		45,806		6,105		54,965		61,070
Expenses
Investment management charges	(1,490)		(4,470)		(5,960)		(1,337)		(4,010)		(5,347)
Other expenses	(1,723)		(2,188)		(3,911)		(1,772)		(1,607)		(3,379)
	(3,213)		(6,658)		(9,871)		(3,109)		(5,617)		(8,726)
Profit before tax	15,831		20,104		35,935		2,996		49,348		52,344
Taxation	(1,965)		1,965		-		(701)		701		-
Profit for the year	13,866		22,069		35,935		2,295		50,049		52,344
Attributable to:
Equity shareholders	13,866		23,127		36,993		2,295		46,597		48,892
Non-controlling interests	-		(1,058)		(1,058)		-		3,452		3,452
Basic and diluted earnings per share					50.7p						67.1p

The columns headed 'Total' represent the income statement for the relevant financial periods and the columns headed 'Revenue return' and 'Capital return' are supplementary information.  There is no Other Comprehensive Income.

Consolidated Balance Sheet

	As at		As at
	31 January		31 January
	2014		2013
	£'000		£'000
Non-current assets
Investments held at fair value
- Unquoted investments	429,186		411,606
- Quoted investments	4,163		3,559
	433,349		415,165
Current assets
Cash and cash equivalents	68,239		28,778
Current asset investments held at fair value	-		26,398
Receivables	1,351		1,672
	69,590		56,848
Current liabilities
Payables	262		550
Net current assets	69,328		56,298
Total assets less current liabilities	502,677		471,463
Capital and reserves
Called up share capital	7,292		7,292
Capital redemption reserve	2,112		2,112
Share premium	12,936		12,936
Capital reserve	448,537		425,410
Revenue reserve	22,885		12,665
Equity attributable to equity holders	493,762		460,415
Non-controlling interests	8,915		11,048
Total equity	502,677		471,463
Net asset value per share (basic and diluted)	677.2p		631.5p

Consolidated Cash Flow Statement

		Year ended 31 January 2014		Year ended 31 January 2013
		£'000		£'000
Operating activities
Sale of portfolio investments		99,492		70,922
Purchase of portfolio investments		(90,201)		(54,017)
Net sale of current asset investments held at fair value		26,061		8,615
Interest income received from portfolio investments		8,504		4,670
Dividend income received from portfolio investments		10,357		1,276
Other income received		230		43
Investment management charges paid		(5,947)		(5,407)
Taxation received		1		54
Other expenses paid		(1,644)		(815)
Net cash inflow from operating activities		46,853		25,341
Financing activities
Investments by non-controlling interests		309		432
Distributions to non-controlling interests		(1,385)		(1,724)
Credit facility fee		(2,301)		(1,260)
Equity dividends paid		(3,646)		(3,646)
Net cash outflow from financing activities		(7,023)		(6,198)
Net increase in cash and cash equivalents		39,830		19,143
Cash and cash equivalents at beginning of year		28,778		9,218
Net increase in cash and cash equivalents		39,830		19,143
Effect of changes in foreign exchange rates		(369)		417
Cash and cash equivalents at end of year		68,239		28,778

Consolidated Statement of Changes in Equity

	Share capital	Capital redemption reserve	Share premium	Realised capital reserve	Unrealised capital reserve	Revenue reserve	Total shareholders' equity	Non-controlling interests	Total equity
Company	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000
Year ended 31 January 2014
Opening balance at 1 February 2013	7,292	2,112	12,936	345,183	80,227	12,665	460,415	11,048	471,463
(Loss)/profit attributable to equity shareholders	-	-	-	(3,192)	26,319	13,866	36,993	-	36,993
Loss attributable to non-controlling interests	-	-	-	-	-	-	-	(1,058)	(1,058)
Profit for the year and total comprehensive income	-	-	-	(3,192)	26,319	13,866	36,993	(1,058)	35,935
Transfer on disposal of investments	-	-	-	9,424	(9,424)	-	-	-	-
Dividends to equity shareholders	-	-	-	-	-	(3,646)	(3,646)	-	(3,646)
Contributions by non-controlling interests	-	-	-	-	-	-	-	310	310
Distributions to non-controlling interests	-	-	-	-	-	-	-	(1,385)	(1,385)
Closing balance at 31 January 2014	7,292	2,112	12,936	351,415	97,122	22,885	493,762	8,915	502,677

	Share capital	Capital redemption reserve	Share premium	Realised capital reserve		Unrealised capital reserve		Revenue reserve	Total shareholders' equity	Non-controlling interests	Total equity
Company	£'000	£'000	£'000	£'000	£'000		£'000		£'000	£'000	£'000
Year ended 31 January 2013
Opening balance at 1 February 2012	7,292	2,112	12,936	334,539	44,274		14,016		415,169	8,396	423,565
Profit attributable to equity shareholders	-	-	-	10,671	35,926		2,295		48,892	-	48,892
Profit attributable to non-controlling interests	-	-	-	-	-		-		-	3,452	3,452
Profit for the year and total comprehensive income	-	-	-	10,671	35,926		2,295		48,892	3,452	52,344
Transfer on disposal of investments	-	-	-	(27)	27		-		-	-	-
Dividends to equity shareholders	-	-	-	-	-		(3,646)		(3,646)	-	(3,646)
Contributions by non-controlling interests	-	-	-	-	-		-		-	418	418
Distributions to non-controlling interests	-	-	-	-	-		-		-	(1,218)	(1,218)
Closing balance at 31 January 2013	7,292	2,112	12,936	345,183	80,227		12,665		460,415	11,048	471,463

Notes to the Accounts

1 GENERAL INFORMATION

This consolidated financial information relates to Graphite Enterprise Trust PLC ("the Parent Company") and its subsidiaries, Graphite Enterprise Trust Limited Partnership and Graphite Enterprise Trust (2) Limited Partnership (together "the Company"). The registered address and principal place of business of the Company is
Berkeley Square House, Berkeley Square, London W1J 6BQ.

2 AUDITED ANNUAL FINANCIAL REPORT

The condensed consolidated financial information is extracted from the annual report and financial statements for the year ended 31 January 2014 and does not comprise statutory accounts within the meaning of Section 434 of the Companies Act 2006. The annual report and financial statements include the report of the independent auditors which is unqualified, does not contain an emphasis of matter paragraph and does not contain any statements under Section 498 of the Companies Act 2006.

The annual report and accounts will shortly be available on the Company's website at www.graphite-enterprise.com

Statutory accounts for the year ended 31 January 2014 will be delivered to the Registrar of Companies following the Company's Annual General Meeting which will be held at the Westbury Hotel, Bond Street, London W1S 2YF at 3.30pm on 11 June 2014.

3 BASIS OF PREPARATION

The consolidated financial information for the year ended 31 January 2014 has been prepared in accordance with the Companies Act 2006 and International Financial Reporting Standards ("IFRS"). IFRS comprises standards and interpretations approved by the International Accounting Standards Board ("IASB") and the International Financial Reporting Interpretations Committee ("IFRIC") as adopted in the European Union as at 31 January 2014. These financial statements have been prepared on a going concern basis and on the historical cost basis of accounting, modified for the revaluation of certain assets.

4 DIVIDENDS	Year ended 31 January 2014	Year ended 31 January 2013
	£'000	£'000
Final paid: 5.00p (2013: 5.00p) per share	3,646	3,646

The Board has proposed a final dividend of 7.50p per share and a special dividend of 8.00p per share in respect of the period ended 31 January 2014 which, if approved by shareholders, will both be paid on 18 June 2014, to shareholders on the register of members at the close of business on 30 May 2014.

5 NON-CONTROLLING INTERESTS

Co-investment incentive arrangements are in place under which the executives of the Manager and a previous owner of the Manager (together, "the Co-investors") invest alongside the Company in return for a share of investment profits if certain performance hurdles are met. The non-controlling interests balance represents an estimate of the commercial value of the Co-investors' share of gains on investments at their year end valuations.

In the consolidated income statement, the loss attributable to non-controlling interests represents a decrease in the valuation of the Co-investors' interests in the period.

6 EARNINGS PER SHARE
	Year ended 31 January 2014	Year ended 31 January 2013
Revenue return per ordinary share	19.02p	3.15p
Capital return per ordinary share	31.72p	63.91p
Earnings per ordinary share (basic and diluted)	50.74p	67.06p

7 INVESTMENT MANAGEMENT CHARGES

	Year ended 31 January 2014			Year ended 31 January 2013
	Revenue	Capital	Total	Revenue	Capital	Total
	£'000	£'000	£'000	£'000	£'000	£'000
Investment management fee	1,478	4,434	5,912	1,319	3,957	5,276
Irrecoverable VAT	12	36	48	18	53	71
	1,490	4,470	5,960	1,337	4,010	5,347

The allocation of the total investment management charges was unchanged in the year to 31 January 2014 with 75% of the total allocated to capital and 25% allocated to revenue.

The Company has borne a management charge of £311,000 (2013: £513,000) in respect of Graphite Capital Partners VI, £581,000 (2013: £855,000) in respect of Graphite Capital Partners VII, Graphite Capital Partners VII Top Up Fund and Graphite Capital Partners VII Top Up Fund Plus, and £422,000 (2013: nil) in respect of Graphite Capital Partners VIII and Graphite Capital Partners VIII Top Up Fund.

These charges are at the same level as those paid by third party investors. The Company does not pay any additional fees to the Manager on these investments. The total investment management charges payable by the Company to the Manager (excluding VAT), including the amounts set out in the table above, were therefore £7,274,000 (2013: £6,715,000).

Graphite Capital Management LLP was a related party of Graphite Enterprise Trust PLC during the period. The amounts payable during the period are set out above. There was an accrued amount outstanding of £76,000 as at 31 January 2014 (2013: £63,000).

8 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The Company is an investment company as defined by section 833 of the Companies Act 2006 and conducts its affairs so as to qualify as an investment trust under the provisions of section 1158 of the Corporation Tax Act 2010 ("Section 1158").

The Company's objective is to provide shareholders with long term capital growth through investment in unquoted companies, mostly through specialist funds but also directly. Investments in funds have anticipated lives of approximately ten years. Direct investments are made with an anticipated holding period of between three and five years. Investment agreements will, however, usually provide that any loans advanced to investee companies are for a longer period than this. The agreements will usually provide for repayments to be made by instalments with provision for full repayment on sale or flotation.

Financial risk management

The Company's activities expose it to a variety of financial risks: market risk (comprising currency risk, interest rate risk and price risk), investment risk, credit risk and liquidity risk. The Company's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company's financial performance. The Manager has overall responsibility for managing the risks and the framework for monitoring and coordinating these risks. This is monitored by the Board. The Company's financial risk management objectives and processes used to manage these risks have not changed from the previous period and the policies are set out below:

Market risk

(i) Currency risk

The Company's investments are principally in the UK and continental Europe and are primarily denominated in sterling and in euros. There are also smaller amounts in US dollars and in other European currencies. The Company is exposed to currency risk in that movements in the value of sterling against these foreign currencies will affect the net asset value and the cash required to fund undrawn commitments. The Board regularly reviews the level of foreign currency denominated assets and outstanding commitments in the context of current market conditions and may decide to buy or sell currency or put in place currency hedging arrangements.

(ii)   Interest rate risk

The fair value of the Company's investments and cash balances are not directly affected by changes in interest rates.

(iii)  Price risk

The risk that the value of a financial instrument will change as a result of changes to market prices is one that is fundamental to the Company's objective, which is to provide long term capital growth through investment in unquoted companies. The investment portfolio is continually monitored to ensure an appropriate balance of risk and reward in order to achieve the Company's objective. No hedging of this risk is undertaken.

The Company is exposed to the risk of change in value of its private equity investments. For all investments the market variable is deemed to be the price itself.

Investment and credit risk

(i)    Investment risk

Investment risk is the risk that the financial performance of the companies in which Graphite Enterprise invests either improves or deteriorates, thereby affecting the value of that investment. Investments in unquoted companies whether indirectly or directly are by their nature subject to potential investment losses. The investment portfolio is highly diversified.

(ii)   Credit risk

The Company's exposure to credit risk arises principally from its investment in gilts and its cash deposits. The Company aims to invest the majority of its liquid portfolio in assets which have low credit risk. The Company's policy is to limit exposure to any one investment to 15% of gross assets. This is regularly monitored by the Manager as a part of its cash management process.

Cash is held on deposit with three UK banks and totalled £68,239,000 (2013: £28,778,000). Of this amount £27,788,000 was deposited at The Royal Bank of Scotland ("RBS") and this represents the maximum exposure to credit risk at the balance sheet date. No collateral is held by the Company in respect of these amounts. None of the Company's cash deposits were past due or impaired at 31 January 2014 (2013: nil).

Liquidity risk

The Company has significant investments in unquoted companies which are inherently illiquid. The Company also has substantial undrawn commitments to funds, the great majority of which are likely to be called over the next five years. The Company aims to manage its affairs to ensure sufficient cash, other liquid assets and undrawn borrowing facilities will be available to meet contractual commitments when they are called and also seeks to have cash generally available to meet other short term financial needs. All cash and cash equivalents are available on demand. The Company's liquidity management policy involves projecting cash flows and considering the level of liquidity necessary to meet these.

The Company has access to committed bank facilities of £98 million, which are structured as parallel sterling and euro facilities of £50 million and €58.1 million. The facilities are provided jointly by RBS and Lloyds Bank Corporate Markets ("Lloyds"). Of the total facilities, £30 million and €34.5 million will expire in April 2015 if they are not renewed. The balance of £20 million and €23.6 million will expire in March 2017.

As at 31 January 2014 the Company's financial liabilities amounted to £262,000 of payables (2013: £550,000) which were due in less than one year.

Capital risk management

The Company's capital is represented by its net assets, which are managed to achieve the Company's investment objective. The Company currently has no debt.

The Board can manage the capital structure directly since it has taken the powers, which it is seeking to renew, to issue and buy-back shares and it also determines dividend payments. The Company is subject to externally imposed capital requirements with respect to the obligation and ability to pay dividends by Section 1159 Corporation Tax Act 2010 and by the Companies Act 2006, respectively.

Total equity at 31 January 2014, the composition of which is shown on the balance sheet was £502,677,000 (2013: £471,463,000).

9 OTHER RELATED PARTY TRANSACTIONS

Transactions between the Parent Company and its subsidiaries, which are related parties, have been eliminated on consolidation. Transactions between the Company and the Manager are disclosed in note 7.

Significant transactions between the Parent Company and its subsidiaries are shown below:

		Year ended 31 January 2014	Year ended 31 January 2013
Subsidiary	Nature of transaction	£'000	£'000
Graphite Enterprise Trust Limited Partnership	Decrease in loan balance	(7,273)	(864)
	Income allocated	1,501	688
Graphite Enterprise Trust (2) Limited Partnership	Increase in loan balance	7,071	270
	Income allocated	820	343

	Amounts owed by subsidiaries		Amounts owed to subsidiaries
	31 January 2014	31 January 2013	31 January 2014	31 January 2013
Subsidiary	£'000	£'000	£'000	£'000
Graphite Enterprise Trust Limited Partnership	-	3,006	4,267	-
Graphite Enterprise Trust (2) Limited Partnership	23,762	16,691	-	-

Amounts owed by subsidiaries represents funding provided by the Parent Company to its subsidiaries to allow them to make investments. The balances will be repaid out of proceeds from their portfolios.

END

 

END

 

 

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