Interim Results
Bear Stearns Private Equity Limited
26 February 2008
Unaudited Interim Report for period ended 31 December 2007
Chairman's Statement
I am pleased to announce that against a backdrop of economic uncertainty and
market volatility over the past six months, Bear Stearns Private Equity Limited
('BSPEL' or the 'Company') has continued to produce positive results and
increased shareholder value.
For the six-months ended 31 December 2007, Equity Share net asset value ('NAV')
rose 6.3% to $1.70 per share from $1.60 as at 30 June 2007. Since inception on
30 June 2005, BSPEL has grown its Equity Share NAV by 66.7% and has delivered 10
consecutive quarters of positive net asset value growth. Moreover, despite a
difficult period in the equity markets, BSPEL's Equity Share price remained
intact. Over the six-month period ending 31 December 2007, BSPEL's Equity Share
price decreased 1.3% to close at $1.49 per share. This is in contrast to the
performance of the LPX(R) Composite, a leading global listed private equity
index, which declined by 15.3% over the same period.
The NAV of the Zero Dividend Preference Shares ('ZDP Shares') increased 3.6% to
49.54p per share from 47.81p per share as at 30 June 2007, and has increased
19.4% since inception on 30 June 2005. The ZDP Share price increased 5.1% over
the six month period, closing at 51.75p on 31 December 2007.
BSPEL's high level of investment activity during the six months ended 31
December 2007 resulted in a higher level of capital calls than distributions.
Capital calls for the private equity portfolio totalled approximately $47.8
million, versus $17.4 million for the six months ended 31 December 2006. The
portfolio produced $28.9 million of distributions over the period versus $14.9
million produced during the six months ended 31 December 2006.
Investment Activity
BSPEL continued to invest at a brisk pace during the first half of the fiscal
year. The Company committed $196.5 million into a variety of strategies that
the Managers believe will better position the portfolio for the current
difficult economic environment. The Company purchased interests in 22 private
equity funds and made its largest co-investment to date. This investment
activity, coupled with performance gains, increased BSPEL's private equity NAV
from $260.0 million at 30 June 2007 to $388.8 million at the end of the period,
while total assets increased from $521.2 million to $542.1 million. Cash
decreased from $265.4 million as at 30 June 2007 to $153.4 million at the end of
the period. As at 31 December 2007, private equity comprised approximately 72%
of BSPEL's NAV.
Secondary Commitments
During the six months ended 31 December 2007, BSPEL committed $82.9 million to
secondary interests in 16 private equity funds. These interests were
well-funded at the time of purchase and are consistent with BSPEL's emphasis on
the distressed, turnaround, and restructuring sectors. The majority of these
investments were acquired through the purchase of a $63 million portfolio.
Primary Commitments
BSPEL committed $88.4 million to primary interests in six funds during the
period. These funds represent a broad array of niche investment strategies,
including a sector-specific fund focused on aviation opportunities,
infrastructure funds, and additional lower middle market buyout funds. These
primary investments also demonstrate a diverse geographical mix with strong
weighting toward pan-European and Asian funds. Consistent with the Company's
strategy of investing in seasoned assets, four of these primary fund commitments
were 'funded primaries', and one was the result of a 'stapled transaction' in
which a secondary asset was bundled with a primary commitment.
Co-Investments
BSPEL made its seventh co-investment during the six months ended 31 December
2007, investing €17.3 million into one of Germany's largest cable companies.
The interest was acquired from a minority seller and is currently BSPEL's
largest single company interest. BSPEL continues to examine additional
co-investment opportunities.
Optional Bi-Annual Redemption Facility
In accordance with the Company's bi-annual redemption policy, on 10 August 2007
BSPEL redeemed 3,597,890 Equity Shares and 3,375 ZDP Shares at their respective
unaudited 30 June 2007 NAVs of $1.55 per share and 47.81p per share.
At the Company's 8 October 2007 board meeting, the Board of Directors resolved
to give shareholders the opportunity to redeem up to 15% of the Equity Shares
and 15% of the ZDP Shares in issue on 31 December 2007.
On 9 November 2007, the Board of Directors sent notice to Shareholders that an
Extraordinary General Meeting would be held to, among other things, amend the
Company's Articles to allow the Company to hold Treasury Shares. This had the
immediate effect of replacing the Redemption Facility with a Share Tender
Facility, and the resolution was passed at the Extraordinary General Meeting
held 28 November 2007.
On 25 January 2008, BSPEL tendered 24,460,438 Equity Shares at the unaudited 31
December 2007 Equity Share NAV of $1.70 per share and 274,822 ZDP Shares at the
31 December 2007 ZDP Share NAV of 49.54p per share. Immediately following the
Tender Offer, the Company's issued share capital consisted of 260,837,918 Equity
Shares and 59,196,837 ZDP Shares (excluding those shares held in treasury
following the Tender Offer).
Share Buyback
Following approval from the Board of Directors, the Company enacted a share
buyback program from 17 August through 24 August and cancelled 1,130,000 shares
at a total cost of approximately $1.6 million. Following the conclusion of the
buyback period, there were 285,298,356 Equity Shares outstanding.
Board
On a 12 October 2007 Board of Directors meeting, the Board accepted the
resignation of Mr. Paul Sanabria and appointed Mr. Troy Duncan as an executive
director of the Company. Mr. Duncan, a US resident, is a Senior Managing
Director at Bear Stearns Asset Management Inc. I would like to thank Paul for
all of his contributions since BSPEL's inception.
Principal Risks and Uncertainties
The Managers believe that for the remaining six months of the financial year,
BSPEL's principal risks relate to (i) the performance of its existing private
equity portfolio and the ability of the underlying fund managers to source and
invest in new assets, (ii) the competitive nature of the secondary private
equity market for transactions not sought on a proprietary basis, and (iii)
shifts in the global credit and economic markets that may impact M&A and IPO
activity in the short term.
Outlook
BSPEL believes that the current credit market environment and economic
turbulence will provide attractive investment opportunities. The Company is
experiencing an increase in secondary market deal flow across the globe as
liquidity issues become more pronounced. In addition, the Managers have
constructed a private equity portfolio that emphasizes lower middle market
buyout and special situations funds - strategies that the Manager believes are
better insulated against negative market factors. Furthermore, the Company has
avoided exposure to strategies most susceptible to various stresses in the
global credit markets, including large cap US and European buyout and real
estate funds. BSPEL will continue to deploy capital into conservative
investments with the goal of delivering consistent risk-adjusted returns.
Trevor Ash
Chairman
26 February 2008
Responsibility Statement
The Directors confirm to the best of their knowledge:
a. The Interim Report includes a fair review of the information required
by the FSA's Disclosure and Transparency Rules 4.2.7R; and
b. The Interim Report includes a fair review of the information required
by the Disclosure and Transparency Rules 4.2.8R (disclosure of related party
transactions and changes therein).
The Interim Report was approved by the Board on 26 February 2008 and the above
responsibility statement was signed on its behalf by
Trevor Ash
Chairman
Unaudited Consolidated Balance Sheet at 31 December 2007
31/12/2007 30/6/2007
£'000 £'000
Non-current assets
Investments 227,836 150,460
Current assets
Cash and cash equivalents 78,243 132,177
Receivables 690 500
78,933 132,677
Current liabilities
Payables and accruals (940) (2,768)
Net current assets 77,993 129,909
Non-current liabilities
Loan (17,281) (14,876)
Zero dividend preference shares (29,461) (28,433)
(46,742) (43,309)
Net assets 259,087 237,060
Represented by:
Share Capital 29 29
Reserves 243,608 230,972
Total equity attributable to equity holders of the Company 243,637 231,001
Minority Interest 15,450 6,059
Total equity 259,087 237,060
NAV per Equity share £0.85 £0.80
Unaudited Consolidated Income Statement for the period ended 31 December 2007
01/07/2007 01/07/2006
to to
31/12/2007 31/12/2006
£'000 £'000
Income
Interest income 2,304 598
Expenses
Investment management fee (1,285) (306)
Administrative fee (92) (50)
Audit fee (15) (9)
Directors' fees (35) (12)
Performance fee - (674)
Other expenses (643) (664)
Total Expenses (2,070) (1,715)
Net profit/(loss) before finance costs 234 (1,117)
Finance costs
Interest payable (1,437) (980)
Gains from investments
Net gains on investments 12,324 14,436
Profit for the period 11,121 12,339
Attributable to equity holders of the Company 9,491 12,339
Attributable to minority interests 1,630 -
9,897 12,339
Basic earnings per share 3.88p 12.88p
All items in the above statement are derived from continuing operations.
Unaudited Consolidated Statement of Changes in Equity for the period ended 31
December 2007
Share Share Accumulated Capital Currency Capital Special Total Minority Total
Capital Premium Losses Reserve Translation Redemption Distributable Interest
Reserve Reserve Reserve
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
At 1 July 29 154,329 (6,590) 43,487 (11,546) 1 51,291 231,001 6,059 237,060
2007
Redemption of - - - - - - (3,385) (3,385) - (3,385)
equity shares
Effect of - - - - 6,530 - - 6,530 803 7,333
translation
of
presentation
currency
Movement for - - (1,127) 10,618 - - - 9,491 1,630 11,121
the period
Issue of - - - - - - - - 6,958 6,958
shares in
subsidiary to
minority
interests
At 31 29 154,329 (7,717) 54,105 (5,016) 1 47,906 243,637 15,450 259,087
December 2007
Unaudited Consolidated Statement of Changes in Equity for the period ended 31
December 2006
Share Share Accumulated Capital Currency Special Total
Capital Premium Losses Reserve Translation Distributable
Reserve Reserve
£'000 £'000 £'000 £000's £'000 £'000 £'000
At 1 July 2006 9 - (1,273) 7,459 (1,457) 57,260 61,998
Issue of equity - - - - - - -
shares
Redemption of - - - - (334) (334)
equity shares
Issue costs - - - - - - -
Effect of - - - - (3,202) - (3,202)
translation to
presentation
currency
Movement for the - - (2,097) 14,436 - - 12,339
period
At 31 December 9 - (3,370) 21,895 -4,659 56,926 70,801
2006
Unaudited Consolidated Statement of Cash Flows for the period ended 31 December 2007
01/07/2007 01/07/2006
to to
31/12/2007 31/12/2006
£'000 £'000
Operating activities
Profit for the period 11,121 12,339
Adjustments for:
Interest income (2,304) (598)
Interest expense 1,437 980
Net gains on investments (12,324) (14,436)
Operating cash flows before changes in working capital (2,070) (519)
Decrease/(Increase) in receivables 57 (99)
(Decrease)/Increase in payables (1,817) 994
Cash flows from operating activities (3,830) 376
Investing activities
Purchase of investments (75,514) (29,501)
Return of capital from investments 14,098 7,874
Interest received 2,304 598
Cash flows from investing activities (59,112) (21,029)
Financing activities
Equity shares buy back (3,532) (333)
Zero dividend preference shares buyback (2) -
Loan proceeds received 2,172 -
Interest paid (434) -
Issue of shares in subsidiary to minority interest 6,790 -
Cash flows from financing activities 4,994 (333)
Net decrease in cash and cash equivalents (57,948) (22,182)
Cash and cash equivalents at 1 July 2007 132,177 40,216
Effects of exchange difference arising from cash and cash 4,014 (499)
equivalents
Cash and cash equivalents at 31 December 2007 78,243 17,535
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 and its subsidiaries ('the Group') 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 Group may also invest directly in private equity investments.
STATEMENT OF COMPLIANCE
These condensed consolidated interim financial statements have been prepared in
accordance with International Financial Reporting (IFRS) IAS 34 Interim
Financial Reporting. They do not include all of the information required for
full annual financial statements, and should be read in conjunction with the
consolidated financial statements of the Group as at and for the year ended 30
June 2007.
These condensed consolidated interim financial statements were approved by the
Board of Directors on 26 February 2008.
SIGNIFICANT ACCOUNTING POLICIES
The accounting policies applied by the Group in these condensed consolidated
interim financial statements are the same as those applied by the Group in its
consolidated financial statements as at and for the year ended 30 June 2007.
RELATED PARTY TRANSACTIONS
Mr. Sanabria was until the date of his retirement on 12 October 2007, the
managing director of Bear Stearns Asset Management Inc., the Manager (as to the
Private Equity Portfolio and as to the Enhanced Cash Management Strategy) to the
Group.
Mr. Duncan, who was appointed as a Director on 12 October 2007 is the Managing
Director Principal of Bear Stearns Asset Management Inc., the Manager (as to the
Private Equity Portfolio and as to the Enhanced Cash Management Strategy) to the
Group.
The Directors do not hold directly or indirectly shares in the Group.
From 1 January 2007 Mr. Ash is entitled to receive Directors fees of £25,000 per
annum (previously £20,000), Mr. Loudon and Mr. Spencer are each entitled to
receive Directors fees of £20,000 per annum (previously £15,000).
The Manager, Bear Stearns Asset Management Inc., is entitled to a base
management fee, payable monthly in arrears of 1.00 per cent. per annum of the
aggregate Net Asset Value of the Equity Shares and the ZDP Shares The management
fee due payable at 31 December 2007 was £449,724 (2006: £147,109). The Manager
is also entitled to a performance fee if the aggregate Net Asset Value of the
Equity Shares and the ZDP Shares at the end of the performance period exceeds
the aggregate Net Assets at the start of the performance period by more than 8
per cent. The amount of such performance fee will be 7.5 per cent of the total
increase in aggregate Net Asset Value above the performance hurdle. The
performance fee accrued at 31 December 2007 was £nil (2006: £836,815).
The Administrator is entitled to an annual fee in respect of administration and
company secretarial services calculated on the Total Assets of the Company of
0.125 per cent. on the first $100 million, 0.1 per cent on the next $50 million,
0.075 per cent. on the next $50 million and 0.05 per cent on the balance subject
to a minimum of $125,000. The fee is payable monthly in arrears. The
administration fee due payable at 31 December 2007 was £49,167 (2006: £40,503).
LOANS
The Group has entered into a Revolving Loan Facility with the Bank of Scotland.
The facility is for €35,000,000 and may be drawn down in Euros, Sterling or US
Dollars. Borrowed funds bear interest at a rate of LIBOR, or if the loan is in
Euro EURIBOR, plus 1.75%. The maturity date of the facility is 2 May 2012. The
loan is secured over the Group's interest in the BoS Mezzanine Partners Fund, LP
and its rights under the related limited partnership agreement.
SUBSIDIARIES
Name Country of % Holding
Incorporation
BSPEL Mezzanine Funding Limited Guernsey 100%
BSPEL/MIGDAL Mezzanine Limited Guernsey 80%
Hunter Acquisition Limited (acquired September 2007) Guernsey 65.3%
All subsidiaries were incorporated by the Company.
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