Half Yearly Report to 31 July 2014

RNS Number : 6774S
Graphite Enterprise Trust PLC
26 September 2014
 



26 September 2014

GRAPHITE ENTERPRISE TRUST PLC

 

UNAUDITED RESULTS FOR THE SIX MONTHS

TO 31 JULY 2014

 

Highlights of the period

 

 

Graphite Enterprise continued its solid progress in the six months to July 2014 with the net asset value increasing by 2.9% before payment of the dividend. The portfolio performed well, driven by a number of successful realisations and by continued growth in the profits of underlying companies. The benefit of this was partially offset by adverse currency movements. The share price has been very strong over the last year, increasing by 22%.

 

We have been active both in realising and in making investments, with £82 million generated by the portfolio during the period and £53 million invested.

 

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

 

Mark Fane

Chairman

 

+5.7%


+2.9%

Share price total return

The share price outperformed the FTSE All-Share Index and has increased by 56% over three years


Net asset value per share total return

The NAV per share increased to 681.2p after payment of a dividend of 15.5p per share in June

+6.5%


£11.3m

Underlying rise in the value of the portfolio in local currencies

The portfolio performed well, driven by underlying earnings growth and realisations


Record dividend

The dividend paid in June was the highest in the Company's history

£82m


£53m

Realisation proceeds*

Proceeds from realisations were equivalent to 19% of the opening portfolio


Investment in the portfolio

New investment activity was strong and this has continued since the period end, with a further £30 million invested

* Excluding secondary sales of fund interests

 



 

Chairman's Statement

 

 

Summary

 

Graphite Enterprise made solid progress in the six months to 31 July 2014, with the net asset value per share increasing by 2.9% before payment of the dividend. The net asset value has now increased by nearly a quarter over three years and by more than three-quarters over five years1.

 

The share price performed well during the period, generating a total return of 5.7% after including the dividend paid in June. This was ahead of the Company's benchmark, the FTSE All-Share Index, which produced a total return of 4.5%.  Over three years the share price has now increased by 56%, compared with a rise of 32% in the Index.

 

Reflecting the rise in the share price, the discount to the net asset value per share narrowed from 16.8% to 14.7% during the period. It has since narrowed further to 13.0%.

 

The growth in the net asset value was driven by a 6.5% increase in the value of the investment portfolio in local currencies, continuing the steady growth seen in recent years. This was partially offset by a rise in sterling against the euro and other currencies which reduced the sterling value of our foreign currency-denominated investments and limited the overall portfolio rise in sterling terms to 4.4%. After adjusting for the effect of holding cash and for costs, the overall increase in the net asset value per share was 2.9% before the payment of the dividend.

 

At 31 July, the Company had total assets of £504 million of which 80% was invested in the portfolio. The balance was held in cash and liquid assets which rose to £102 million, as a result of the high level of realisations in the period and the secondary sale of three fund interests. The level of cash has fallen to £79 million since the period end as a number of planned new investments have recently been completed.

 


31 July 2014

31 January 2014

Total return

Change

 

Net asset value per share

681.2p

677.2p

+2.9%

+0.6%

Share price

581.0p

563.5p

+5.7%

+3.1%

FTSE All-Share Index

3,586

3,497

+4.5%

+2.5%

 

 

Economic environment

 

The Company's investment programme is focused on the more mature private equity markets in Western Europe.  At 31 July, the largest exposures continued to be the UK, which accounted for 46% of the portfolio and to continental Europe which accounted for a further 41%.

The economic outlook for the UK remains positive, with the steady growth seen in the first half of 2014 expected to continue. By contrast, the performance of the major continental European economies has weakened again recently.  The timing of any recovery in these countries is uncertain, with aggregate growth likely to remain subdued in the short to medium term.

Economic uncertainty can often benefit the sector as new investments can be made at relatively attractive prices. In a more favourable economic environment the sourcing of new investments may be more competitive but the performance of the existing portfolio should be stronger. 

Whether investments are made in a stronger or weaker economic environment, the role of the private equity manager is to identify companies with clear growth opportunities. The performance of the investment portfolio in recent years has demonstrated the ability of the managers in the Company's portfolio to do this successfully. 

 

Performance

 

Overview

The investment portfolio performed well in the six months, increasing in value by 6.5% in local currencies, equivalent to an annualised rate of 13.4%. This represented a continuation of the good performance seen over the last two years, during which growth in local currencies has averaged 14.0% per annum.

Approximately 34% of the Company's portfolio is denominated in euros and 12% in US dollars. As the euro fell by 3.5% against the pound and the dollar fell by 2.7%, this reduced the sterling value of these assets and limited the reported increase in the portfolio to 4.4%.

As the investment portfolio accounted for 86% of total assets at the start of the year, the rise in the portfolio increased the net asset value by 3.8%. After adjusting for costs, the increase in the net asset value per share was 2.9%.  The dividends paid in the period represented 2.3% of net asset value, with the result that the closing net asset value was up by 0.6%.

Portfolio 

Over 60% of the underlying growth in the portfolio was generated by full realisations, which continued to be achieved at values above their previous carrying values. Increases in the valuation of the unrealised portfolio were driven principally by continued earnings growth. 

As the largest 30 underlying companies accounted for 44% of the portfolio at 31 July, their performance will have a substantial impact on that of the Company. These investments performed strongly in the 12 months to June 2014, with EBITDA2 increasing by 12.5% on average. By comparison, the aggregate EBITDA of the FTSE 250 increased by 8.4% in the same period.

A more detailed analysis of the performance of the investment portfolio is given in the Manager's Review.

 

Discount

The share price rose by more than the net asset value in the period, with the discount to the net asset value per share narrowing from 16.8% to 14.7%. Since the period end, the share price has risen from 581p to 593p and the discount has therefore narrowed further to 13.0%.

In the last year, the Company's discount has consistently been among the lowest in listed private equity fund of funds sector.

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 147% and the share price by 189%, compared with a rise of 128% in the Index. 

Over both three and five years, the share price has strongly outperformed the FTSE All-Share, rising by 56% and 121% respectively compared with rises of 32% and 96% in the Index.  Despite the net asset value having increased by 22% and 79% respectively over these periods, the rise in the Index has been greater. This is because the Index fell more sharply than our net asset value during the financial crisis of 2008/9 and has therefore been recovering from a lower opening position over both periods.

The Company's performance continues to be one of the strongest of the listed private equity funds of funds.  The net asset value and share price have both outperformed or matched the peer group average over three and ten years and the net asset value has also outperformed the average over five years. As the discounts of many of our peers were wider than the Company's in mid-2009, their share price performances over five years reflect recovery from those low levels.

Years to 31 July 2014

3

5

10

Net asset value per share

+22.0%

+78.6%

+146.6%

Share price

+55.5%

+121.4%

+189.2%

FTSE All-Share Index

+31.7%

+96.1%

+128.1%

Peer group average NAV growth4

+17.4%

+50.1%

+148.9%

 

Balance sheet and commitments

 

The Company had cash balances at 31 July of £101 million. This figure was artificially high as four discretionary purchases totalling £27 million were agreed but did not complete until after the period end.  Taking these into account, together with other investment activity, cash had fallen to £79 million5 at 25 September, equivalent to 16% of total assets.

The portfolio generated net cash of £29 million in the six months, with both realisations and new investment at high levels. A total of £82 million was received from the portfolio and £53 million was invested.  After payment of the dividend of £11 million and allowing for other costs, the cash balance would have risen by £12 million, had we not sold two substantial fund interests in the secondary market. After adding the proceeds of £21 million received from these sales, the cash balance rose by £33 million.

In addition to the £27 million of discretionary investments completed since 31 July, £3 million was drawn down by funds and £9 million of further proceeds have been received. The Manager's Review contains further details of investment activity.

Last year we made very substantial commitments to new funds, totalling £201 million. This was both because many of our preferred managers were raising new funds and because we wanted to secure a core level of new investment in the medium term.  So far in the current year we have not made any further new commitments, but we expect to do so in the near future, again reflecting the timing of fundraisings by managers we are keen to back.

As £37 million was drawn down for new investment and no new commitments were made, the level of outstanding commitments fell from £277 million to £241 million in the period. We expect outstanding commitments to be drawn down at a rate of approximately
£55-65 million in the next 12 months, depending on the speed at which funds identify appropriate opportunities.

Together with the undrawn bank facility of £96 million, the cash balances provide significant capacity for further 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.

 


Investment portfolio

£ million

Investment portfolio % total  assets

Cash and other net assets

£ million

Cash and other net assets, % of total assets

 

Commitments £ million

25 September 2014

423.7

84.0%

80.4

16.0%

236.0

31 July 2014

402.2

79.8%

102.3

20.2%

240.7

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

 

 

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. 

In the year to January 2014, the high level of realisations generated a very high level of income. In order to maintain its investment trust status, the Company can retain no more than 15% of its total income and this resulted in a record dividend. Shareholders approved a total dividend of 15.5p per share for the year to January 2014, taking the form of a final dividend of 7.5p and a special dividend of 8.0p, and this was paid in June.

In the six months to July, the portfolio has generated income at a rate comparable with that of last year, again mainly as a result of realisations. Net revenue for the period was 10.8p per share. While there can be no guarantee that the same level of income will be received in the second half of the year, we anticipate that the final dividend will be maintained at 7.5p per share. We may also be required to pay another special dividend but this will not become clear until after the year end.

 

Outlook

 

As we anticipated, after a record level of realisations last year, the level of disposals has remained high in the first half of the current year.  This has continued to have a positive effect on performance and we expect the exit environment to remain favourable in the second half. It is encouraging that the majority of the portfolio is now in investments made since the financial crisis and it is these that are likely to drive the Company's future performance.

The environment for new investment remains more challenging than that for realisations. However private equity managers who understand their markets and have a clearly defined investment strategy should be able to identify attractive opportunities.  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.

Although cash balances at the end of the first half were relatively high, they have fallen since and we have identified opportunities to redeploy the more recent realisation proceeds.  In doing so, we are committed to maintaining our investment discipline.  While prices have increased in some parts of the market, 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.

 

 

Mark Fane

September 2014

 

 

1. Throughout the report, all 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. 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 July 2014.

4. Peer group comprises: Aberdeen Private Equity, F&C Private Equity, HarbourVest Global Private Equity, JPMorgan Private Equity, Pantheon International Participations, Princess Private Equity, Private Equity Holding, Standard Life European Private Equity.

5. Includes the effect of other net cash outflows of £0.4 million.

Manager's Review

 

 

PORTFOLIO PERFORMANCE OVERVIEW

The portfolio continued to make steady progress in the first half of the year, rising in value by 6.5% in local currencies.  After adjusting for the impact of the depreciation of foreign currencies on the value of our overseas investments, the sterling value of the portfolio rose by 4.4%.

 

Movement in the portfolio

£m

£m

Opening portfolio


433.3

Additions

53.3


Realisation proceeds

(82.4)


Secondary sales of fund interests

 (21.1)


Net cash inflow


(50.2)

Gains on realisations

17.2


Unrealised valuation gains

  10.91


Total underlying valuation gains


28.1

Currency


   (9.0)

Closing portfolio


  402.2




1 In these accounts 98% of the portfolio is valued using 30 June 2014 valuations

 

Despite the opening portfolio increasing in value by £28.1 million, the portfolio closed the period £31.1 million lower at £402.2 million. The fall reflected a cash inflow resulting from a number of large realisations, the secondary sale of some fund interests and a delay in completing some new investments.

 

Gains generated by realisations accounted for 61% of the underlying valuation increase.  Unrealised valuation gains were primarily driven by earnings growth but there was also a slight increase in valuation multiples in the period.

 

 

Investment activity

Realisations

The portfolio generated total cash of £82.4 million in the period of which over two-thirds came from full realisations. Most of the balance came from IPOs, the sale of quoted holdings or from refinancings of portfolio companies. An additional £21.1 million was received from the sale in the secondary market of interests in three funds.  

 

The total proceeds received, excluding the secondary sales, were equivalent to 19% of the opening value of the portfolio.  Although this would imply that realisations are running at a materially higher rate than the 28% achieved in the last financial year, the figure is distorted by three large disposals.  It therefore remains to be seen whether this rate will be maintained in the second half of the year.

 

Full realisations

Investments in 15 portfolio companies were fully realised in the period and these generated £55.2 million of proceeds. Although the number of disposals was similar to that in the prior year, more of them were made from among the Company's largest holdings.

 

The largest realised gains were generated by Graphite Capital Partners VII's disposals of Education Personnel, a provider of supply teachers and support staff to schools, and London Square, a developer of residential property in London. These generated proceeds of £14.9 million and £9.8 million respectively. As Education Personnel was acquired by Intermediate Capital Group ("ICG"), a manager we have successfully invested with for many years, we decided to re-invest part of the proceeds in their buy-out vehicle.  The largest cash inflow was the £15.3 million generated by CEVA, the leading animal health specialist, which was sold by Euromezzanine Fund 5. 

 

CEVA, Education Personnel and London Square were, respectively, the Company's third, sixth and eighth largest underlying investments at the start of the period and accounted for over 70% of proceeds from full realisations.  Further details of the ten largest underlying realisations are set out in the Supplementary Information section.

 

Full realisations continue to be completed at substantial uplifts to their previous holding values and for realisations in the six months these averaged 40%. The average return over the life of the investment also remained reasonably strong at 1.9 times the original cost.  The vintage year in which realised investments were made was more evenly spread than last year, with investments made before and after the financial crisis each generating around half of the proceeds from full realisations.  It is encouraging to see more recent investments starting to generate strong returns and that earlier vintages are continuing to perform.

 

Partial realisations

A further £27.2 million was received from the partial realisation of portfolio companies, the most significant component of which was refinancings.  The recovery in credit markets enabled a number of portfolio companies to be successfully refinanced generating £10.7 million of cash, which is almost as much as achieved from refinancings in the whole of last year.

 

In a strong IPO market 14 companies achieved flotations, compared with ten over the last two years.  The Company received proceeds of £5.7 million from IPOs and a further £3.6 million from sales of listed holdings.  At the end of the period the portfolio included quoted shares valued at £40.0 million in 28 investments, from flotations in the current and previous years. Details of these are set out in the Supplementary Information section.

 

New investments

A total of £53.3 million was invested in the first half of the year which is materially higher than the £30.1 million invested in the same period last year.

 

Drawdowns of commitments to funds totalled £36.6 million, compared with £54.2 million in the whole of the previous year.  As we made a large number of commitments to new funds last year, the higher level of drawdowns reflects the greater number of funds investing this year. However, it also reflects the more rapid rate at which many of our managers are making new investments.  The number of new underlying investments is broadly in line with the increase in the amount invested, with 39 investments made in the first half compared with 58 in the year to January 2014. 

 

The largest new underlying investment was the acquisition by our buy-out team of ICR, a provider of maintenance services to the oil and gas industry, in which the Company invested £10.9 million.  Almost as large was the re-investment in Education Personnel discussed earlier. This totalled £9.7 million of which £9.0 million was a direct co-investment and £0.7 million was invested through ICG's latest fund. Further details of the ten largest underlying new investments are set out in the Supplementary Information section of this report.

 

Secondary fund purchases ("secondaries") of £1.8 million were materially lower than planned.  This reflects the timing of closings and market conditions. Two secondaries totalling £18.8  million completed after the period end (discussed in Events Since the Period End below). The market for secondary interests has become increasingly competitive over the last 12 months and sourcing appropriately priced opportunities has therefore become more challenging.

 

If investments made by our direct buy-out team are added to co-investments and secondaries, the proportion of new investment over which we, as Manager, had full discretion was 54%.  This is likely to be materially higher than that of a conventional investor in private equity funds which will not have the same level of exposure to new direct investments. We believe this gives the Company a distinctive position in the fund of funds sector.

 

New commitments

No new primary fund commitments were made in the first half of the year.  This reflects the timing of fundraisings by our preferred managers.  We currently have a number of new funds at an advanced stage of due diligence and expect to close some of these by the end of the year.  However, as we indicated in the annual report, after making 12 new commitments totalling over £200 million last year, new commitments this year will be materially lower.

 

 

CLOSING PORTFOLIO

At 31 July, the portfolio was valued at £402.2 million and was broadly diversified with investments in 371 underlying companies across a wide range of sectors, geographies and years of investment.

 

We believe the 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 the recent sales of Education Personnel and London Square have demonstrated.

 

The top ten underlying companies accounted for 24% of the value of the portfolio at the year end, while the top 30 accounted for 44%. The performance of these 30 investments is therefore likely to be a key driver of future growth. As outlined in the Chairman's Statement, their performance remained strong with revenues and EBITDA growing by an average of 7.4% and 12.5% respectively in the 12 months to June 2014.

 

These 30 companies were valued on an average multiple of 9.3 times EBITDA at June 2014. We consider this to be appropriate for the level of growth being achieved and for the quality of the underlying earnings. In comparison, the FTSE 250 Index was valued at 9.6 times EBITDA at the period end, while the EBITDA of its component companies increased by 8.4% in the last 12 months.

 

The leverage of the top 30 companies remains relatively modest, with net debt averaging 3.6 times EBITDA. This level of gearing should enhance future equity returns without involving undue financial risk.

 

We directly manage 21% of the portfolio including five of the top ten underlying investments.  This gives us a high level of influence over the development of a large part of the 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.  While the third party portfolio represented 79% of value, 12% of this was acquired through secondary purchases and 11% through co-investments.  A total of 44% of the portfolio is therefore in investments over which we had full discretion at the time of investment.

 

Less than 40% of the portfolio is in investments made prior to the financial crisis, which compares with almost two thirds only two years ago.  This reflects a combination of a high level of realisations of earlier vintages and the value of new investments added to the portfolio in the last two years.  Over 60% of the portfolio is therefore in investments which have been less impacted by the downturn and which should have been priced and structured to reflect the depressed economic environment of recent years.

 

At 31 July the portfolio was valued at an average of 140% of original cost in local currency, of which 40% of cost had already been returned. At these levels, and with a higher proportion of the portfolio in more recent investments, we believe there is potential for future growth as the portfolio matures.

 

EVENTS SINCE THE PERIOD END AND PRO FORMA BALANCE SHEET

Since the period end, additions to the portfolio of £30.0 million have exceeded realisations of £8.5 million. The new investments include a £4.0 million co-investment, a £4.3 million acquisition of a portfolio of three smaller Graphite Capital investments and two secondaries: £10.3 million in Graphite Capital Partners VI and £8.5 million in PAI Europe V.

 

After taking account of the £21.5 million net cash outflow, the cash balance has fallen to £79.2 million1 while outstanding commitments have fallen to £236.0 million.  Overcommitment, after taking account of the undrawn bank facility, currently stands at approximately 12% of net assets.

 

We estimate that approximately £60 million of current commitments will be drawn down over the next 12 months if outstanding commitments are drawn down at a constant rate between now and the end of each fund's investment period.  In the first half of the year our managers have invested at a faster rate than this. However, even if the recent strong investment pace continues, fund drawdowns are unlikely to be sufficient on their own to absorb the current cash balance. We therefore plan to make further co-investments and secondary fund purchases in the remainder of the year.  A number of such investments are at an advanced stage and we are also likely to commit to several new funds in the second half.

 

PROSPECTS

With the portfolio generating high levels of cash, re-investing these proceeds while maintaining pricing discipline remains a key challenge.  However, we have seen a pick-up in the rate of investment in first half and we expect this to continue.  We are currently reviewing a large number of potential new direct investments and there is no reason to believe that the managers of the third party fund portfolio will not be experiencing a similar flow of new opportunities.

 

We have been pleased both with the quality of the new investments added in recent years and by the continued growth in earnings of the portfolio.  In the last 12 months private equity managers have been able to realise investments at material uplifts to previous carrying values.  There is no reason to believe that these trends will not continue and this should be positive for future growth in net asset value.

 

 

Graphite Capital

September 2014

 

 

1. Includes the effect of other net cash outflows of £0.4 million.

 

 

 

SUPPLEMENTARY INFORMATION

 

 

The 30 largest fund investments

The 30 largest funds by value at 31 July 2014 are set out below.

 


Fund

Outstanding commitment

£ million

Year of commitment

Country/
region

Value
£ million

1

Graphite Capital Partners VIII *

72.3

2013

UK

26.1


Mid-market buy-outs

 

2

Fourth Cinven Fund **

4.0

2006

Europe

22.4


Large buy-outs

 

3

CVC European Equity Partners V **

3.6

2008

Global

21.7


Large buy-outs

 

4

Graphite Capital Partners VII * / **

7.6

2007

UK

19.3


Mid-market buy-outs

 

5

Doughty Hanson & Co V **

6.0

2006

Europe

18.8


Mid-market and large buy-outs

 

6

Thomas H Lee Parallel Fund VI

1.7

2007

USA

17.1


Large buy-outs

 

7

Candover 2005 Fund **

0.1

2005

Europe

17.1


Large buy-outs

 

8

Graphite Capital Partners VI ** / +

3.4

2003

UK

16.7


Mid-market buy-outs

 

9

TDR Capital II

0.8

2006

Europe

16.1


Mid-market and large buy-outs

 

10

Activa Capital Fund II

0.4

2007

France

14.9


Mid-market buy-outs

 

11

ICG European Fund 2006

2.6

2007

Europe

 

14.1

 


Mezzanine loans to buy-outs

 

12

Deutsche Beteiligungs AG Fund V

1.8

2006

Germany

11.1


Mid-market buy-outs

 

13

Bowmark Capital Partners IV

-

2007

UK

10.5


Mid-market buy-outs

 

14

Doughty Hanson & Co IV

0.3

2005

Europe

    7.0


Mid-market and large buy-outs

 

15

PAI Europe V +

0.3

2007

Europe

6.5


Large buy-outs

 

16

Fifth Cinven Fund

9.6

2012

Europe

6.5


Large buy-outs

 

17

Charterhouse Capital Partners IX **

1.9

2008

Europe

6.1


Large buy-outs

 

18

Euromezzanine 5

1.7

2006

France

6.1


Mezzanine loans to mid-market buy-outs

 

19

ICG Europe V

2.3

2012

Europe

5.8


Mezzanine loans to buy-outs

 

20

Advent Central and Eastern Europe IV

1.3

2008

Europe

4.7


Mid-market buy-outs

 

21

BC European Capital  IX

3.8

2011

Europe

4.5


Large buy-outs

 

22

CVC European Equity Partners Tandem

0.9

2006

Global

3.8


Large buy-outs

 

23

TowerBrook III **

1.3

2007

Europe/ USA

3.8


Mid-market and large buy-outs

 

24

Deutsche Beteiligungs AG Fund IV

0.3

2002

Germany

3.5


Mid-market buy-outs

 

25

Segulah IV

1.4

2008

Nordic

3.5


Mid-market buy-outs

 

26

CVC European Equity Partners IV **

1.4

2005

Global

3.4


Large buy-outs

 

27

Permira IV **

0.3

2006

Europe

3.3


Large buy-outs

 

28

Piper Private Equity Fund IV

1.1

2006

UK

3.2


Small buy-outs

 

29

Charterhouse Capital Partners VIII **

1.1

2006

Europe

3.0


Large buy-outs

 

30

Trident Private Equity III

-

2009

UK

2.9


Small buy-outs

 








Total of the largest 30 fund investments

133.3



303.5


Percentage of total investment portfolio




75.5%

 

* Includes the associated Top Up funds
** All or part of interest acquired through a secondary purchase
+ Further interests in these funds have been acquired since the period end (Graphite Capital Partners VI: £10.3m, PAI Europe V: £8.5m).

 

 

 

 

The 30 largest underlying INVESTMENTS

The table below presents the 30 companies in which Graphite Enterprise had the largest investments by value at 31 July 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 a % of investment portfolio

1

Micheldever +






Distributor and retailer of tyres

Graphite Capital

2006

UK

4.5%

2

City & County Healthcare Group






Provider of home care

Graphite Capital

2013

UK

3.5%

3

ICR Group






Provider of repair and maintenance services to the energy industry

Graphite Capital

2014

UK

2.7%

4

Education Personnel






Provider of temporary staff for the education sector

ICG

2014

UK

2.4%

5

Algeco Scotsman






Supplier and operator of modular buildings

TDR Capital

2007

USA

2.2%

6

National Fostering Agency






Provider of foster care services

Graphite Capital

2012

UK

2.1%

7

Quiron #






Operator of private hospitals

Doughty Hanson

2012

Spain

1.6%

8

U-POL






Manufacturer and distributor of automotive refinish products

Graphite Capital

2010

UK

1.6%

9

David Lloyd Leisure






Operator of premium health and fitness clubs

TDR Capital

2013

UK

1.6%

10

TMF






Provider of management and accounting outsourcing services

Doughty Hanson

2008

 Netherlands

1.5%

11

Spheros






Provider of bus climate control systems

Deutsche Beteiligungs

2011

Germany

1.5%

12

CPA Global






Provider of patent and legal services

Cinven

2012

UK

1.4%

13

Parques Reunidos






Operator of attraction parks

Arle

2007

Spain

1.4%

14

The Laine Pub Company






Operator of pubs and bars

Graphite Capital

2014

UK

1.4%

15

Frontier Medical






Manufacturer of medical devices

Kester Capital

2013

UK

1.2%

16

Stork






Provider of technical engineering services

Arle

2008

Netherlands

1.1%

17

Sebia






Provider of protein testing equipment

Cinven

2010

 France

1.0%

18

Intermediate Capital Group *






Provider of mezzanine finance

ICG

1989

UK

1.0%

19

Eurofiber






Provider of fibre optic network

Doughty Hanson

2012

 Netherlands

1.0%

20

R&R Ice Cream +






Manufacturer and distributor of ice cream products

PAI Partners

2013

UK

1.0%

21

Guardian Financial Services






Provider of insured life and pension products

Cinven

2011

 UK

0.9%

22

Gerflor






Manufacturer of PVC flooring

ICG

2011

France

0.9%

23

Abertis *






Provider of private transport and communications

CVC

2010

Spain

0.9%

24

Gondola






Operator of casual dining restaurants

Cinven

2006

UK

0.9%

25

Homag Group *






Manufacturer of machines for furniture-making

Deutsche Beteiligungs

2007

Germany

0.9%

26

SAFE






Manufacturer of industrial components

Euromezzanine

2006

France

0.8%

27

Acromas *                                   






Provider of financial, travel and healthcare services

Charterhouse / CVC

2007

UK

0.8%

28

Evonik Industries *






Manufacturer of specialty chemicals

CVC

2008

Germany

0.8%

29

Spire Healthcare *






Operator of hospitals

Cinven

2007

UK

0.8%

30

Expro International Group






Provider of oil field services

Arle

2008

UK

0.7%


Total of the 30 largest underlying investments




44.1%







+ The Company increased its holding in these companies through transactions completed since the period end.  On a pro forma basis, Micheldever represents 5.5% of the portfolio and R&R Ice Cream represents 1.1% of the portfolio.

# Sale was announced in July but is not expected to complete until the end of the year.

* Quoted. Acromas represents the holdings in AA and Saga.

 

 

Portfolio analySIS

 

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

 

 

30 largest investments* - revenue growth

% growth

% by value

<0%

12.3%

0-10%

49.5%

10-20%

25.5%

20-30%

8.3%



30 largest investments - EBITDA growth

% growth

% by value

<0%

20.4%

0-10%

35.5%

10-20%

14.5%

20-30%

12.1%

>30%

17.5%



 

30 largest investments* - enterprise value as a multiple of EBITDA

Multiple

% by value

<7.0x

11.3%

7.0-8.0x

19.9%

8.0-9.0x

16.1%

9.0-10.0x

14.2%

10.0-11.0x

10.1%

11.0-12.0x

7.3%

>12.0x

16.6%

 

 

30 largest investments* - net debt as a multiple of EBITDA

Multiple

% by value

<2.0x

11.7%

2.0-3.0x

29.3%

3.0-4.0x

19.3%

4.0-5.0x

16.5%

5.0-6.0x

13.1%

6.0-7.0x

5.7%

 

* Excludes Intermediate Capital Group and Guardian Financial Services where these metrics are not meaningful.

 

 

Portfolio - Investment type



% of value of total portfolio

Large buy-outs


48.3%

Small and mid-market buy-outs


40.8%

Mezzanine


9.9%

Quoted


1.0%

Total


100.0%

 

 

Portfolio - Geographic distribution*



% of value of total portfolio

UK


46.2%

France


11.7%

North America


11.6%

Germany


10.0%

Benelux


6.0%

Spain


5.5%

Greece, Ireland, Italy, Portugal


3.5%

Scandinavia


3.1%

Other Europe


1.6%

Rest of world


0.8%

Total


100.0%

NB: Total Continental Europe


41.4%

* Location of headquarters of underlying companies in the portfolio. Does not necessarily reflect countries to which companies have economic exposure.

 

 

Portfolio - Year of investment


 

Valuation as multiple of cost

 

% of value of total portfolio

2014


1.0x

11.2%

2013


1.1x

14.3%

2012


1.4x

13.4%

2011


1.5x

12.2%

2010


1.5x

9.8%

2009


2.0x

1.5%

2008


1.1x

8.8%

2007


1.6x

12.0%

2006


1.4x

11.5%

2005 and before


1.8x

5.3%

Total


1.4x

100.0%

 

 

Portfolio - Sector analysis



% of value of total portfolio

Healthcare and education


19.1%

Industrials


18.6%

Business services


15.8%

Consumer goods and services


12.4%

Leisure


9.9%

Financial services


8.5%

Automotive supplies


7.2%

Technology and telecommunications


3.3%

Media


3.1%

Chemicals


2.1%

Total


100.0%

 

 

Quoted equity holdings

 

All quoted holdings, other than Intermediate Capital Group, are held indirectly through third party funds and may have restrictions on their sale.

Underlying investment

Ticker

£m

% of investment portfolio

Intermediate Capital Group

ICP

           4.1

1.0%

Homag Group

HG1

           3.4

0.8%

Abertis

ABE

           3.5

0.9%

Acromas *

SAGA / AA

           3.2

0.8%

Evonik Industries

EVK

           3.2

0.8%

Spire Healthcare

SPI

           3.2

0.8%

Elior

ELIOR

           2.6

0.6%

Tumi

TUMI

           2.1

0.5%

Aramark Corporation

ARMK

           2.0

0.5%

Partnership

PA

           1.6

0.4%

West Corporation

WSTC

           1.5

0.4%

Cerved

CERV

           1.2

0.3%

Merlin

MERL

           0.9

0.2%

Hugo Boss

BOSS

           0.9

0.2%

Umpqua

UMPQ

           0.8

0.2%

Atos

ATO

           0.8

0.2%

ComHem

COMH

           0.7

0.2%

Card Factory

CARD

           0.7

0.2%

The Nielsen company

NLSN

           0.7

0.2%

MoneyGram International

MGI

           0.7

0.2%

GrubHub

GRUB

           0.5

0.1%

First BanCorp

FBP

           0.5

0.1%

Volution Group

FAN

           0.4

0.1%

Just Retirement

JRG

           0.3

0.1%

Freescale

FSL

           0.2

0.1%

Braas Monier

BMSA

           0.2

0.1%

OdigeO

EDR

           0.1

0.0%

Total


         40.0

10.0%

 

* Acromas represents AA and Saga.

 

 

Portfolio - Graphite and third party investments

 

£ million


Value of third party investments

Value of Graphite investments

 

Total value

Fund investments


273.1

63.4

336.5

Direct investments


45.5

20.2

65.7

Total portfolio


318.6

83.6

402.2

Graphite investments




20.8%

Third party fund investments - primary




55.5%

Third party fund investments - secondary




12.4%

Third party co-investments




11.3%

 

 

Investment activity

 

New investments


 

 

Drawdowns

Co-investments and secondary fund purchases

 

Total new investments

Financial period ending

£ million

£ million

£ million

31 December 2005

41.6

3.9

         45.5

31 December 2006

74.6

5.7

         80.3

31 December 2007

95.2

7.9

         103.1

31 December 2008

65.8

12.1

         77.9

31 December 2009

21.5

2.5

         24.0

31 January 2011

65.6

19.2

         84.8

31 January 2012

51.3

29.9

         81.2

31 January 2013

48.8

5.2

         54.0

31 January 2014

54.2

36.4

90.6

Six months to 31 July 2014

36.6

16.7

53.3

1 February 2014 to 25 September 2014

39.5

43.8

83.3

 

 

Largest new underlying investments

 

Investment

Description

Country

Cost

£ million

ICR Group

Provider of repair and maintenance services to the energy industry

 

UK

10.9

Education Personnel*

Provider of temporary staff for the education sector

 

UK

10.2

The Laine Pub Company**

Operator of pubs and bars

 

UK

5.5

Autodata

Provider of technical information to the automotive aftermarket

 

UK

1.4

Minimax

Supplier of fire protection systems and services

 

Germany

1.2

CeramTec

Manufacturer of high performance ceramics

 

Germany

1.2

iPrisim

E-wholesaler of insurance to brokers

 

UK

1.1

Parex

Provider of dry mix solutions for the construction industry

 

France

1.0

JET Group

Provider of rooflight and ventilation and fire safety solutions for industrial, commercial and residential markets

 

UK

1.0

Advantage

Provider of sales and marketing services

 

North America

0.9

Total of 10 largest new underlying investments


34.4

 

* Sold by Graphite Capital to ICG in the period.  The Company re-invested alongside ICG.

** Formerly InnBrighton, which was realised in the period.  The Company re-invested in the rebranded business, The Laine Pub Company.

 

 

Realisations - 10 year record*

 

Financial period ending

£ million

% of opening portfolio

31 December 2005

93.8

61.9%

31 December 2006

92.9

53.3%

31 December 2007

112.4

54.5%

31 December 2008

25.8

12.9%

31 December 2009

14.0

7.3%

31 January 2011

19.8

8.5%

31 January 2012

92.9

26.0%

31 January 2013

74.2

19.7%

31 January 2014

118.3

28.5%

6 months to 31 July 2014

82.4

19.0%

1 February 2014 to 25 September 2014

90.9

21.0%

 

* Excluding secondary sales of fund interests.

 

 

Largest underlying realisations

 

Investment

Manager

Realisation type

Proceeds

£ million

CEVA

Euromezzanine

Secondary

15.3

Education Personnel*

Graphite Capital

Secondary

14.9

London Square

Graphite Capital

Secondary

9.8

National Fostering Agency

Graphite Capital

Refinancing

5.0

Avio

Cinven

Trade

4.6

InnBrighton**

Graphite Capital

Secondary

3.5

Acromas***

Charterhouse

Public offering

2.1

HellermannTyton

Doughty Hanson

Public offering

1.9

Applus

ICG

Public offering  

1.8

Evonik

CVC

Public offering

1.6

Total of 10 realisations


60.5

 

* Sold by Graphite Capital to ICG in the period.  The Company re-invested alongside ICG.

**The Company re-invested in the rebranded business, The Laine Pub Company.

*** Acromas represents AA and Saga, both of which listed in the period.

 

 

Commitments analysis

 

Commitments at 31 July 2014

 

 

Original commitment1

£ million

 

Outstanding commitment

£ million

 

Average drawdown percentage

 

 

% of commitments

Funds in investment period

302.6

199.6

34.0%

82.9%

Funds post investment period

528.5

41.1

92.2%

17.1%

Total

831.1

240.7

71.0%

100.0%

 

1 Original commitments are translated at 31 July 2014 exchange rates

 

 

Commitments at 31 July 2014 - remaining investment period

 

% of commitments

4-5 years

28.0%

3-4 years

40.0%

2-3 years

7.5%

1-2 years

2.9%

<1 year

4.5%

Investment period complete

17.1%

Total

100.0%

 

 

Movement in outstanding commitments

Six months to

31 July 2014

£ million

Opening outstanding commitments

277.3

Drawdowns

(36.9)

Secondaries and co-investments

5.5

Secondary disposals

(2.2)

Currency

(5.1)

Other

2.1

Closing outstanding commitments

240.7

 

 

CURRENCY EXPOSURE

 

 

 

 

31 July

2014

£ million

 

 

31 July

2014

%

 

 

31 January 2014

£ million

 

 

31 January

2014

%

Portfolio*





 - sterling

197.6

49.1%

203.2

46.9%

 - euro

136.8

34.0%

144.7

33.4%

 - other

67.8

16.9%

85.4

19.7%

Total

402.2

100.0%

433.3

100.0%

 

* Currency exposure is calculated using the location of the underlying portfolio companies' headquarters.

 

 


 

31 July

2014

£ million

 

31 July

2014

%

 

31 January 2014

£ million

 

31 January

2014

%

Outstanding commitments





 - sterling

102.3

42.5%

117.5

42.4%

 - euro

131.4

54.6%

151.6

54.7%

 - other

7.0

2.9%

8.2

2.9%

Total

240.7

100.0%

277.3

100.0%

 

 

 

 

UNAUDITED RESULTS FOR THE SIX MONTHS TO 31 JULY 2014

Consolidated Income Statement (unaudited)

 



Half

year to 31 July 2014



Half year to 31 July 2013



 

Year to 31 January 2014



Revenue return

Capital return

Total

Revenue return

Capital return

Total

Revenue return

Capital return

Total

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Investment returns










Gains and losses on investments held at fair value

10,190

8,869

19,059

3,038

42,517

45,555

18,809

27,475

46,284

Income from cash and cash equivalents

82

-

82

92

-

92

172

-

172

Return from current asset investments

-

-

-

5

(220)

(215)

5

(342)

(337)

Other income

241

-

241

-

-

-

58

-

58

Foreign exchange gains and losses

-

(389)

(389)

-

145

145

-

(371)

(371)


10,513

8,480

18,993

3,135

42,442

45,577

19,044

26,762

45,806











Expenses










Investment management charges

(737)

(2,213)

(2,950)

(710)

(2,132)

(2,842)

(1,490)

(4,470)

(5,960)

Other expenses

(770)

(883)

(1,653)

(898)

(905)

(1,803)

(1,723)

(2,188)

(3,911)


(1,507)

(3,096)

(4,603)

(1,608)

(3,037)

(4,645)

(3,213)

(6,658)

(9,871)











Profit before tax

9,006

5,384

14,390

1,527

39,405

40,932

15,831

20,104

35,935

Taxation

(989)

989

-

(378)

378

-

(1,965)

1,965

-

Profit for the period

8,017

14,390

1,149

39,783

40,932

13,866

22,069

35,935

 

Attributable to:

Equity shareholders

 

8,017

 

6,227

 

14,244

 

1,149

 

39,594

 

40,743

 

13,866

 

23,127

 

36,993

Non-controlling interests

 

-

 

146

 

146

 

-

 

189

 

189

 

-

 

(1,058)

 

(1,058)

 

Basic and diluted earnings per share



19.6p



55.9p



50.7p

 

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 (unaudited)

 


31 July

31 July

31 January

2014

2013

2014


£'000

£'000

£'000

Non-current assets




Investments held at fair value




- Unquoted investments

398,158

446,246

429,186

- Quoted investments

4,055

4,895

4,163


402,213

451,141

433,349

Current assets




Cash and cash equivalents

101,123

35,481

68,239

Current asset investments held at fair value

-

19,774

-

Receivables

1,588

1,899

1,351


102,711

57,154

69,590

Current liabilities




Payables

385

505

262

Net current assets

102,326

56,649

69,328

Total assets less current liabilities

504,539

507,790

502,677





Capital and reserves




Called up share capital

7,292

7,292

7,292

Capital redemption reserve

2,112

2,112

2,112

Share premium

12,936

12,936

12,936

Capital reserve

454,764

465,004

448,537

Revenue reserve

19,600

10,168

22,885

Equity attributable to equity holders

496,704

497,512

493,762

Non-controlling interests

7,835

10,278

8,915

Total equity

504,539

507,790

502,677





Net asset value per share (basic and diluted)

681.2p

682.3p

677.2p

 

Consolidated Cash Flow Statement (unaudited)


Half year to

Half year to

Year to


31 July

31 July

31 January


2014

2013

2014


£'000

£'000

£'000





Operating activities




Sale of portfolio investments

93,269

36,608

99,492

Purchase of portfolio investments

(53,315)

(30,066)

(90,201)

Net sale of current asset investments held at fair value

-

6,410

26,061

Interest income received from portfolio investments

6,438

1,464

8,504

Dividend income received from portfolio investments

3,412

1,677

10,357

Other income received

322

92

230

Investment management charges paid

(3,076)

(2,829)

(5,947)

Taxation (paid)/received

(22)

-

1

Other expenses paid

(480)

(697)

(1,644)

Net cash inflow from operating activities

46,548

12,659

46,853





Financing activities




Investments by non-controlling interests

118

94

309

Distributions to non-controlling interests

(1,344)

(1,053)

(1,385)

Bank facility fee

(747)

(1,494)

(2,301)

Equity dividends paid

(11,302)

(3,646)

(3,646)

Net cash outflow from financing activities

(13,275)

(6,099)

(7,023)





Net increase in cash and cash equivalents

33,273

6,560

39,830





Cash and cash equivalents at beginning of period

68,239

28,778

28,778

Net increase in cash and cash equivalents

33,273

6,560

39,830

Effect of changes in foreign exchange rates

(389)

143

(369)

Cash and cash equivalents at end of period

101,123

35,481

68,239

 

 

 

Consolidated Statement of Changes in Equity (unaudited)

 


Share
capital

Capital redemption reserve

Share
premium

Capital reserve

Revenue reserve

Total shareholders' equity

Non-controlling interests

Total equity


 £'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Six months to

31 July 2014









Opening balance at
1 February 2014

7,292

2,112

12,936

448,537

22,885

493,762

8,915

502,677

Profit attributable to equity shareholders

-

-

-

 

6,227

8,017

14,244

-

14,244

Profit attributable to non-controlling interests

-

-

-

-

-

-

146

146

Profit for the period and total comprehensive income

-

-

-

6,227

8,017

14,244

146

14,390

Dividends to equity shareholders

-

-

-

-

(11,302)

(11,302)

-

(11,302)

Contributions by non-controlling interests

-

-

-

-

-

-

118

118

Distributions to non-controlling interests

-

-

-

-

-

-

(1,344)

(1,344)










Closing balance

at 31 July 2014

 

7,292

2,112

12,936

454,764

19,600

496,704

7,835

504,539

 

 

 

 


Share
capital

Capital redemption reserve

Share
premium

Capital reserve

Revenue reserve

Total shareholders' equity

Non-controlling interests

Total equity


 £'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Six months to

31 July 2013









Opening balance at
1 February 2013

7,292

2,112

12,936

425,410

12,665

460,415

11,048

471,463

Profit attributable to equity shareholders

-

-

-

39,594

1,149

40,743

-

40,743

Profit attributable to non-controlling interests

-

-

-

-

-

-

189

189

Profit for the period and total comprehensive income

-

-

-

39,594

1,149

40,743

189

40,932

Dividends to equity shareholders

-

-

-

-

(3,646)

(3,646)

-

(3,646)

Contributions by non-controlling interests

-

-

-

-

-

-

94

94

Distributions to non-controlling interests

-

-

-

-

-

-

(1,053)

(1,053)










Closing balance

at 31 July 2013

 

7,292

2,112

12,936

465,004

10,168

497,512

10,278

507,790

 

 

 

 


Share
capital

Capital redemption reserve

Share
premium

Capital reserve

Revenue reserve

Total shareholders' equity

Non-controlling interests

Total equity


 £'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Year to

31 January 2014









Opening balance at
1 February 2013

7,292

2,112

12,936

425,410

12,665

460,415

11,048

471,463

Profit attributable to equity shareholders

-

-

-

23,127

13,866

36,993

-

36,993

Loss attributable to non-controlling interests

-

-

-

-

-

-

(1,058)

(1,058)

Profit for the year and total comprehensive income

-

-

-

23,127

13,866

36,993

(1,058)

35,935

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

448,537

22,885

493,762

8,915

502,677

 

 

 

NOTES TO THE INTERIM REPORT (unaudited)


 

1   GENERAL INFORMATION

 

Graphite Enterprise Trust PLC (the "Parent Company") and its subsidiaries (together "Graphite Enterprise" or the "Company") are registered in England and Wales and domiciled in England. The registered office is Berkeley Square House, Berkeley Square, London W1J 6BQ.  The Company's objective is to provide shareholders with long term capital growth through investment in unquoted companies, mostly through private equity funds but also directly. This report was approved for issue by the Board of Directors on 25 September 2014.

 

 

2   UNAUDITED INTERIM REPORT

 

This financial report does not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006.  Statutory accounts for the year to 31 January 2014 were approved by the Board of Directors on 16 April 2014 and delivered to the Registrar of Companies.  The report of the auditors on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statements under section 498(2) or (3) of the Companies Act 2006.

 

This financial report has not been audited.

 

 

3   BASIS OF PREPARATION

 

The financial report for the six months ended 31 July 2014 has been prepared in accordance with the Disclosure and Transparency Rules of the Financial Conduct Authority and with IAS 34, 'Interim financial reporting' as adopted by the European Union. This financial report should be read in conjunction with the annual financial statements for the year to 31 January 2014, which have been prepared in accordance with IFRSs as adopted by the European Union.

 

The accounting policies applied are consistent with those of the annual financial statements for the year to 31 January 2014, as described in those annual financial statements. Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual earnings.

 

 

4   RECEIVABLES

 

The Company has access to committed bank facilities, which are undrawn. The set up costs in relation to these were capitalised and are recognised over the lives of the facilities on a straight line basis. At 31 July 2014, £812,000 of bank facility costs are included within receivables. Of this, £489,000 is expected to be amortised in less than one year.

 

 

5   DIVIDENDS





Half year to

31 July 2014

£'000

Half year to

31 July 2013

£'000

Year to

31 January 2014

£'000

Half year to 31 July 2014: 15.5p per




share (Half year to 31 July 2013 and




year to 31 January 2014: 5.0p per share)

11,302

3,646

3,646

 

           

6  EARNINGS PER SHARE


Half year to

31 July 2014

Half year to

31 July 2013

Year to

31 January 2014

Revenue return per ordinary share

11.0p

1.6p

19.0p

Capital return per ordinary share

8.6p

54.3p

31.7p

Earnings per ordinary share (basic and diluted)

19.6p

55.9p

50.7p

Weighted average number of shares

               72,913,000

               72,913,000

               72,913,000

 

The earnings per share figures are based on the weighted average numbers of shares set out above.                             

 

 

7   FAIR VALUES ESTIMATION

 

IFRS 7 requires disclosure of fair value measurements of financial instruments categorised according to the following fair value measurement hierarchy:

 

• Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1).

 

• Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2).

 

• Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).

 

All private equity and quoted investments are valued at fair value in accordance with IAS 39.   The Company's unquoted investments are all classified as Level 3 investments.

 

Fair value for unquoted investments is established by using various valuation techniques.  Funds are valued at the underlying investment manager's valuation where this is consistent with the requirement to use fair value. Where this is not the case adjustments are made or alternative methods are used as appropriate. The most common reason for adjustments is to take account of events occurring after the date of the manager's valuation, such as realisations.

 

The fair value of direct unquoted investments is calculated in accordance with the International Private Equity and Venture Capital Valuation ("IPEV") Guidelines issued in December 2012. The primary valuation methodology used is an earnings multiple methodology, with other methodologies used where they are more appropriate.

 

The fair value of the Company's unlisted investments is sensitive to changes in the assumed earnings multiples. An increase in the earnings multiple would lead to an increase in the fair value of the investment portfolio and a decrease in the earnings multiple would lead to a decrease in the fair value.

 

The following table presents the changes in level 3 instruments for the six months to 31 July 2014.

 

 

 

 

 




Unquoted investments

(indirect) at fair value through

profit or loss


Unquoted investments

(direct) at fair value through profit or loss


Total

Group




£'000


£'000


£'000

Opening balance

378,754


50,432


429,186

Additions

38,372


14,943


53,315

Disposals

(97,088)


(6,274)


(103,362)

Gains and losses recognised in profit or loss

16,393


2,626


19,019

Closing balance

336,431


61,727


398,158

Total gains for the period included in income statement for assets held at the end of the reporting period

16,393


2,626


19,019

 

 

The following tables present the assets that are measured at fair value. The Company did not have any financial liabilities measured at fair value at these dates.

 

 

31 July 2014

Level 1


Level 2


Level 3





£'000


£'000


£'000

Investments held at fair value






Unquoted investments - indirect

-


-


336,431

Unquoted investments - direct

-


-


61,727

Quoted investments - direct

4,055


-


-

Total investments held at fair value

4,055


-


398,158

 

 

31 January 2014

Level 1


Level 2


Level 3





£'000


£'000


£'000

Investments held at fair value






Unquoted investments - indirect

-


-


378,754

Unquoted investments - direct

-


-


50,432

Quoted investments - direct

4,163


-


-

Total investments held at fair value

4,163


-


429,186

 

 

8 INVESTMENT MANAGEMENT CHARGES

 

The investment management charges set out in the table below were payable to the Manager, Graphite Capital Management LLP, in the period. The Manager is a related party.

 

 

 

 

 






Half year to

31 July 2014


Half year to

31 July 2013


Year to

31 January 2014







£'000


£'000


£'000

Investment management fee



2,939


2,817


5,912

Irrecoverable VAT



11


25


48







2,950


2,842


5,960

 

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

 

The management fee charged by the Manager is 1.5% of the value of invested assets and 0.5% of outstanding commitments, in both cases excluding funds managed by Graphite Capital. No fee is charged on cash or liquid asset balances.  The amounts payable during the period are set out above.

 

At 31 July 2014 management fees of £50,000 were prepaid (31 July 2013: accrual of £77,000).

 

The Company has borne management charges in respect of its investments in funds managed by Graphite Capital as set out below:

 

 

 

 

 




Half year to 31 July 2014


Half year to 31 July 2013


Year to

31 January 2014





£'000


£'000


£'000

Graphite Capital Partners VI

70


224


311

Graphite Capital Partners VII

225


226


581

Graphite Capital Partners VIII




696


-


422





991


450


1,314

 

 

 

REGULATORY DISCLOSURES

 

Statement of Directors' Responsibilities

 

The directors confirm that this half-yearly financial report has been prepared in accordance with IAS 34 as adopted by the European Union and that the interim management report includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:

 

-     an indication of important events that have occurred during the first six months and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

-     material related-party transactions in the first six months and any material changes in the related-party transactions described in the last annual report.

 

Principal Risks and Uncertainties

 

The principal risks and uncertainties facing the Company for the second half of the financial year are substantially the same as those disclosed in the Report and Accounts for the year ended 31 January 2014. 

 

Going Concern

 

The factors likely to affect the Company's ability to continue as a going concern were set out in the Report and Accounts for the year ended 31 January 2014.  As at 31 July, there have been no significant changes to these factors.  Having reviewed the Company's forecasts and other relevant evidence, the Directors have a reasonable expectation that the Parent Company and the Company have adequate resources to continue in operational existence for the foreseeable future.  Accordingly, they continue to adopt the going concern basis in preparing the half-yearly condensed financial statements.

 

On behalf of the Board

 

Mark Fane, Chairman

 

25 September 2014

 

 

 

 

Copies of the Interim Report will be available on the Company's website (see below) and posted in early October 2014 to shareholders who have elected to receive a paper copy. Copies may be obtained during normal business hours from the Company's registered office thereafter.

 

For further information please contact:

 

Tim Spence / Emma Osborne

Graphite Capital

Tel: 020 7825 5300

 

www.graphite-enterprise.com


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