Interim Results
Bear Stearns Private Equity Limited
30 March 2007
Bear Stearns Private Equity Limited
30 March 2007
Interim Results for period ended 31 December 2006
Chairman's Statement
I am pleased to announce that Bear Stearns Private Equity Limited ('BSPEL' or
the 'Company') continued to produce positive returns for the six months ended 31
December 2006. A robust private equity market, along with continued benefit
from distribution activity and valuation uplifts among many of BSPEL's limited
partnership interests, have resulted in the Company's strongest six-month
performance to date.
Equity Share net asset value ('NAV') rose 21.8% from $1.19 per share as at 30
June 2006 to $1.45 per share. Since inception on 30 June 2005, BSPEL's NAV per
Equity Share has grown 42.2%, representing an average annual return of 26.4%.
Over the six-month period ending 31 December 2006, the price per Equity Share
traded below reported NAV, averaging a 4.7% discount. The share price surpassed
the Equity Share at the end of the period, closing at $1.27 per share versus a
reported NAV of $1.26 per share.
The NAV of the Zero Dividend Preference ('ZDP') Share has increased 11.2% since
inception, and continues to trade at a slight premium to accreted value.
For the six months ended 31 December 2006, BSPEL's cash-flow activity has been
very balanced. The private equity portfolio called capital of approximately
$17.4 million versus producing $14.9 million of distributions, resulting in a
net outflow of $2.5 million.
Investment Activity
The six-month period witnessed a high level of investment activity. The Company
purchased interests in eleven private equity funds and made two co-investments.
These investments represented total commitments of $62.1 million. As a result
of these new investments and the overall investment activity of the existing
portfolio, BSPEL's private equity NAV grew from $89.8 million to $159.9 million,
while total assets increased from $163.6 million to $192.5 million. As of 31
December 2006, private equity comprised approximately 83% of the portfolio.
Secondary Commitments
During the six months ended 31 December 2006, BSPEL committed $43.5 million to
eight private equity secondary interests. These investments, which were
approximately 80% funded at purchase, are consistent with BSPEL's emphasis on
investing in seasoned assets that provide the potential for both near-term cash
distributions as well as long-term NAV appreciation. The majority of these
investments were in pan-European funds with a broad industry focus. Six of the
funds follow buyout strategies, with the remaining two funds investing in
venture and special situations, respectively.
Primary Commitments
BSPEL committed $14.5 million to three primary funds. Though the Company
prefers to commit capital to funded assets, it will on occasion consider primary
fund investments that are bundled with secondary acquisitions. These three
primary fund commitments were made alongside secondary purchases, and include
global funds that invest primarily in Europe. Two of these commitments were
made to buyout strategy funds, and the remaining commitment was made to a
special situations fund.
Co-Investments
BSPEL made its third and fourth co-investment during the six months ended 31
December 2006. BSPEL invested alongside Penta Capital and Graphite Capital in
the leveraged buyout of a United Kingdom retail company, Penta Maldini LP.
BSPEL's other co-investment was in Freescale Semiconductor, the world's tenth
largest chipmaker. This investment was made alongside several of the largest
private equity houses, including The Blackstone Group, The Carlyle Group, Texas
Pacific Group and Permira Funds. BSPEL continues to actively evaluate
co-investment opportunities.
Optional Bi-Annual Redemption Facility
At the Company's board meeting held on 27 October 2006, the Board of Directors
considered the appropriateness of offering shareholders the opportunity to
participate in the bi-annual redemption facility, whereby shareholders could
redeem shares at the NAV as of the last day of December 2006. The Directors
resolved to give shareholders, if they so wished, the opportunity to redeem up
to 15% of each class of the Company in issue on 31 December 2006.
The notice to shareholders regarding the optional bi-annual redemption policy
was published on 31 October 2006. None of the ZDP shareholders elected to
redeem shares. Of the 95,787,049 Equity Shares outstanding as of 31 December
2006, 7,628,577 elected by their shareholders to be redeemed. These shares were
redeemed at $1.45 per share for at total consideration of $11.1 million.
Company Actions
On 11 December 2006, the Company issued notices of (i) a Separate General
Meeting of ZDP Shareholders and (ii) Extraordinary General Meeting to consider
proposals from the Board of Directors for the capital reorganisation of the
Company in order to convert the Company from its current split capital structure
into a conventional investment company. In addition, the Board proposed
amendments to the borrowing and over-commitment policies, the management
agreement and the adoption of a new Articles of Association.
After discussions with certain BSPEL shareholders, the Company announced on 11
January 2007 that it convened the General Meeting without putting the
aforementioned resolutions before shareholders.
Outlook
BSPEL believes that the market environment continues to be favorable for its
investment strategy and will seek to continue its focus of acquiring limited
partnerships in the secondary market as well as selectively making direct
investments in individual companies. The Company will make primary investments
in order to facilitate its secondary and co-investment activities. The
Company's existing portfolio is well-diversified by fund manager, industry,
geography, stage and vintage year - and it will seek to maintain this diversity
as it adds new investments to the portfolio.
Trevor Ash
Chairman
10 March 2007
Balance Sheet at 31 December 2006 (Unaudited)
31/12/2006 31/12/2005
£'000 £'000
Non-current assets
Investments 81,645 21,885
Current assets
Cash and cash equivalents 17,535 11,823
Receivables 413 1,411
17,948 13,234
Current liabilities
Payables and accruals (1,347) (105)
Net current assets 16,601 13,129
Non-current liabilities
Zero dividend preference shares (27,445) (14,257)
70,801 20,757
Represented by:
Share Capital 9 3
Reserves 70,792 20,754
70,801 20,757
NAV per Equity share £0.74 £0.63
Income Statement for the period ended 31 December 2006
(Unaudited)
01/07/2006 28/04/2005
to to
31/12/2006 31/12/2006
£'000 £'000
Income
Interest income 598 455
Expenses
Investment management fee (306) (166)
Valuers' fees - (74)
Administrative fee (50) (35)
Audit fee (9) (6)
Directors' fees (12) (25)
Performance fee (674) -
Other expenses (664) (86)
Total Expenses (1,715) (392)
Net Operating (loss)/ profit before net finance costs (1,117) 63
Net finance costs
Interest payable (980) (488)
Gains from investments
Unrealised gains on revaluation of investments 14,436 1,557
Profit for the period 12,339 1,132
Basic earnings per share 12.88p 3.42p
All items in the above statement are derived from continuing operations.
Statement of Changes in Equity for the period ended 31 December 2006 (Unaudited)
Share Share Accumulated Capital Currency Special Total
Capital Premium Losses Reserve Translation Distributable
Reserve Reserve £'000
£'000 £'000 £'000 £000's £'000
£'000
At 1 July 9 - (1,273) 7,459 (1,457) 57,260 61,998
2006
Issue of - - - - - - -
equity shares
Redemption of - - - - (334) (334)
equity shares
Issue costs - - - - - - -
Effect of - - - - (3,202) - (3,202)
translation
to
presentation
currency
Movement for - - (2,097) 14,436 - - 12,339
the period
At 31 9 - (3,370) 21,895 (4,659) 56,926 70,801
December 2006
Statement of Cash Flows for the period ended 31 December 2006 (Unaudited)
01/07/2006 28/04/2005
to to
31/12/2006 31/12/2005
£'000 £'000
Operating activities
Profit for the period 12,339 1,132
Adjustments for:
Interest expense 980 488
Unrealised gains from investments (14,436) (1,557)
Operating (loss)/profit before changes in working capital (1,117) (63)
Increase in receivables (99) (83)
Increase in payables 994 105
Cash flows from operating activities (222) (85)
Investing activities
Purchase of investments (29,501) (23,566)
Return of capital 7,874 1,911
Cash flows from investing activities (21,627) (21,655)
Financing activities
Proceeds on issue of equity shares - 19,031
Equity shares redemptions (333) -
Issue costs - (447)
Proceeds from issue of zero dividend preference shares - 13,757
Cash flows from financing activities (333) 32,341
Net (decrease)/increase in cash and cash equivalents (22,182) 10,771
Effects of exchange difference arising from cash and cash (499) 1,052
equivalents
Cash and cash equivalents at 1 July 2006 40,216 -
Cash and cash equivalents at 31 December 2006 17,535 11,823
SIGNIFICANT ACCOUNTING POLICIES
Bear Stearns Private Equity Limited ('the Company') is a closed-ended investment
fund incorporated as a limited liability company in Guernsey under the Companies
(Guernsey) Law, 1994 on 28 April 2005. The Company's capital structure consists
of two classes of shares, Equity Shares and Zero Dividend Preference Shares,
both listed on the London Stock Exchange.
The primary objective of the Company is to achieve capital growth, with income
as secondary objective, from a diversified portfolio consisting predominantly of
private equity limited partnership interests, whilst also employing an enhanced
cash management strategy, including diversified investment in, amongst other
things, funds of hedge funds and hedge funds. The Company may also invest
directly in private equity investments.
Statement of compliance
The financial statements have been prepared in accordance with International
Financial Reporting Standards ('IFRS') issued and adopted by the International
Accounting Standards Board (the 'IASB'), interpretations issued by the
International Financial Reporting Standards committee, applicable legal and
regulatory requirements of Guernsey Law and the Listing Rules of the UK Listing
Authority.
Basis of Preparation
The financial statements are presented in Sterling, rounded to the nearest
thousand. Financial assets, financial liabilities and derivative instruments are
measured at fair value with changes in fair value recorded in the income
statement. Other financial assets and financial liabilities are as stated at
amortised cost.
The accounting policies have been consistently applied to the results, assets,
liabilities and cash flows of the company.
The preparation of financial statements in conformity with IFRS, requires
management to make judgements, estimates and assumptions that affect the
application of policies and the reported amounts of assets and liabilities,
income and expenses. The estimates and associated assumptions are based on
historical experience and various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis of
making judgements about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates.
Investments
The investments, classified as fair value through profit or loss, are initially
recognised at fair value. Subsequently investments are measured at fair value
which is based on the latest available net asset values of the funds in which
the company invests. The underlying investments held by the funds are measured
at fair value, which is based on the General Partners' estimate. The valuation
policies used by many of the private equity general partners and sponsors in
undertaking such valuations are generally in line with the recommendations of
either the International Private Equity and Venture Capital Valuation Guidelines
or standard industry practice. For unquoted investments, the value are at the
most recent valuation placed by the respective private equity sponsors, adjusted
as necessary by the Manager for changes in the value of publicly traded
portfolio companies comprised in the Company Portfolio and for cash flows
between the Company and the fund concerned which occur between the private
equity sponsor's (or general partner's) valuation date and the Company's balance
sheet date.
Transaction costs incurred on the purchase of investments are included within
other expenses in the Income Statement.
Zero dividend preference shares
Zero dividend preference shares ('ZDP Shares') are classified as a liability in
the financial statements as they carry no entitlement to participate in the
income of the Company. They are initially recognised at their capital
entitlement less issuance costs. Subsequent to the initial recognition, ZDP
shares are carried at amortised cost using the effective interest rate method.
Increases in the carrying value of ZDP shares are recognised in the Income
Statement.
Cash and cash equivalents
Cash comprises deposits with banks. Cash equivalents are short-term highly
liquid investments that are readily convertible to known amounts of cash, are
subject to an insignificant risk of changes in value and are held for the
purpose of meeting short term cash commitments rather than for investment or
other purposes.
Costs incurred for the issuance of equity shares
Incremental external costs directly attributable to the equity transaction and
costs associated with the establishment of the Company that would otherwise have
been avoided are written off against share premium account.
Interest
Interest income and expense is recognised in the income statement as it accrues
using the original effective interest rate of the instrument calculated at the
acquisition or origination date.
Expenses
Expenses are recognised on an accruals basis in the income statement.
Foreign Exchange
Foreign currency transactions
Transactions in foreign currencies are translated at foreign exchange rates
ruling at the dates of the transactions. Monetary assets and liabilities
denominated in foreign currencies at the balance sheet date are translated into
US dollars at foreign exchange rate ruling at that date. Foreign exchange
differences arising from translation and realized gains and losses on the
disposals or settlement of monetary assets and liabilities are recognised in the
Income Statement. Non-monetary assets and liabilities measured at cost in a
foreign currency are translated using exchange rates at the date of the
transaction. Non-monetary assets and liabilities measured at fair value in
foreign currencies are translated to US Dollars at foreign exchange rates ruling
at the dates the fair value was determined and the foreign exchange movements
are recognised in the income statement as part of the unrealised gain on
revaluation of investments.
Presentation currency
The financial statements of the Company are presented in Sterling as the
shareholders are residing mainly in the UK. Assets and liabilities are
translated from the functional currency US dollars to Sterling at rates of
exchange ruling at the balance sheet date. Income and expense items are
translated at the average exchange rate for the year. All equity items other
than the result for the current year are translated at historical rates.
Resultant exchange differences are recognised directly in the Currency
Translation Reserve.
Taxation
The Company has obtained exempt company status in Guernsey under the terms of
the Income Tax (Exempt Bodies) Ordinance 1989 so that it is exempt from Guernsey
taxation on income arising outside Guernsey and on bank interest receivable in
Guernsey. The Company is therefore only liable to a fixed fee of £600 per
annum.
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