Final Results
Electra Investment Trust PLC
19 December 2001
EMBARGOED UNTIL 07:00 AM, 19 DECEMBER 2001
ELECTRA INVESTMENT TRUST PLC
Preliminary Results for Year ended 30 September 2001
* Net asset value per share of £8.30 as at 30 September 2001 (2000: £10.85
per share)
* 5.5% increase in net asset value per share since start of controlled
realisation of portfolio in March 1999 compared with decline of 17% in FTSE
All-Share Index
* Further £150m returned to shareholders via tender offer in June 2001
totalling £945m returned to shareholders since 1999
* Adoption of a more flexible investment strategy, reflecting change in
market conditions, approved by shareholders
* Unaudited net asset value per share of £8.55 at 30 November 2001
Commenting on the results, Sir Brian Williamson, Chairman of Electra
Investment Trust, said:
'The Trust's performance in 2001 was affected by the general uncertainty
surrounding world markets and the level of realisations achieved was
significantly below that of the previous year. Nevertheless, we were still
able to return another £150m to shareholders continuing our policy of
maximising returns.
I am confident that we will be able to add value to the portfolio by taking
advantage of favourable buying opportunities. At the same time we will be
realising investments to enable appropriate levels of cash to be returned to
shareholders.'
For further information:
Sir Brian Williamson, Electra Investment Trust PLC 020 78316464
(Chairman)
Hugh Mumford, Electra Partners Limited 020 7831 6464
(Chief Executive)
Stephen Breslin, Brunswick Group Limited 020 7404 5959
Notes to Editors:
Electra - Background to Recent Changes
Since the listing of Electra in 1976, the Company has specialised in
investing in the private equity market. This resulted from the belief that
superior returns could be generated from investing in private equity through
the structure of an investment trust.
Between 1976 and 2001 Electra invested over £3,000 million in private equity
investments and, inclusive of a capital injection of £32 million, Electra's
assets grew from £58 million in February 1976 to £1,145 million by 30
September 1998, the financial year end immediately preceding the hostile
takeover bid for Electra in 1999.
This bid failed when shareholders voted in favour of a scheme which involved
the controlled realisation of the portfolio over a five year period. New
investment was restricted to existing portfolio companies.
Since the start of the realisation programme in March 1999, Electra has
returned £945 million to shareholders, only £30 million less than the stock
market value of Electra immediately before the announcement of the takeover
bid. Over the same period, £296 million has been invested and £1,138 million
has been realised from the portfolio.
In June 2001 shareholders approved proposals which retained the emphasis on
realising investments but allowed Electra to continue as an investment
vehicle, albeit on a smaller scale. This achieved the objective of catering
for those shareholders who wished to retain an investment exposure to private
equity.
This more flexible investment strategy provides for at least two thirds of
future cash flow to be returned to shareholders with the balance to be
invested in private equity investments.
At the same time, shareholders authorised the Board to review this strategy
again in 2004.
Net Asset Value Per Share
30 September 2001 30 September 2000 30 November 2001
______________________________________________________________________________
Adjusted net 829.52p 1084.96p 855.47p
asset value per
share
Decrease since 30 23.5%
September 2000
Decrease in FTSE 22.7%
All-Share Index
since 30 September 2000
The unaudited adjusted net asset value per share at 30 November 2001 was
855.47p, reflecting purchases and sales of investments, currency movements
and changes in value of listed securities. The unlisted portfolio was not
revalued at 30 November 2001 except where securities were valued by reference
to quoted prices.
A copy of the Chairman's Statement, Unlisted Portfolio Review and the
Preliminary Announcement are attached.
CHAIRMAN'S STATEMENT
Overview
Electra has been an investor in private equity for over 25 years. Over this
period and through different economic cycles unlisted investments have been
purchased and sold at attractive prices. Timing is important and in the two
years to March 2001 shareholders have benefited from realising investments in
a buoyant market and by keeping new investment to a minimum.
In the present environment and having regard to the significant sums already
returned to shareholders, the Board's primary task is to protect and enhance
the value of the remaining portfolio to ensure that Electra is in a position
to benefit from sales opportunities which will arise as the economic outlook
improves.
The Year to 30 September 2001
The year to 30 September 2001 saw the third Tender Offer and approval by
shareholders of a change of investment policy.
In June 2001 a Tender Offer of £150 million took place bringing the total
cash returned to shareholders to £945 million since the start of the
controlled realisation process in 1999. The most recent tranche bought in
totalled 15.2 million shares representing 18.93% of the shares in issue prior
to the Tender Offer. Together with a market purchase of 100,000 shares in
March 2001, this reduces the total number of shares in issue from 173.1
million at the start of the process in March 1999 to 65.2 million at 30
September 2001.
The June Extraordinary General Meeting which approved the Tender Offer also
endorsed the adoption of a more flexible investment strategy to reflect
changed market conditions and maximise value for shareholders. Under this
strategy two thirds of future cash flow will be returned over the next three
years via share buy-backs and tender offers. Dependent upon market
conditions, a further £350 million is expected to be returned by June 2004.
Subject to maintaining appropriate levels of gearing, the balance of cash
flow will be invested in follow-on investments in existing portfolio
companies, in investment funds managed by Electra Partners and in other
private equity investment opportunities identified by Electra Partners.
Results
At 30 September 2001 the net asset value per share was £8.30 compared with
£10.85 at 30 September 2000, a decline of 23.5%. The FTSE All-Share Index
declined by 22.7% over the year although comparison with the Index, whilst
convenient, does not reflect the cash extracted from the portfolio during the
year. In the period since March 1999 the Index declined by 17% while
Electra's net asset value per share increased by 5.5%. The larger UK
investments in the portfolio are performing well although provisions have
been made against a number of investments, particularly in the United States,
to reflect the tougher commercial environment for these companies. Full
details are included in the Manager's Review.
Realisations
In last year's Statement it was reported that the realisation process was
well ahead of our expectations although the rate of future disposals would
depend upon a number of factors. The first two years of our realisation
programme were characterised by improved ratings for smaller listed companies
and a strong demand for unlisted investments. Portfolio sales of over £1.1
billion were achieved during this period.
This year realisations from the investment portfolio amounted to £167
million, significantly less than sales of £483 million in the previous year
with the major portion being achieved in the first six months. Many of the
portfolio sales were to financial buyers who have funded purchases through
bank borrowings which are now less readily available as lending banks tackle
the problem of non-performing loans. Until the banking and general economic
environment improves, prices of unlisted investments are likely to remain
weak. Consequently, and to ensure that full value is extracted from the
portfolio, it is probable that realisations will be concentrated in the
second half of the next three years. This will, in turn, influence the timing
of further returns of capital to shareholders.
New Investments
The last few years have seen high prices being paid for new unlisted
investments and Electra invested at a modest level during this period. The
change in economic outlook has contributed to a more realistic pricing of new
deals and we anticipate this position will remain for some time.
Under the revised investment strategy new investments will only be funded
from realisation proceeds or increased bank borrowings. Before entering into
new investment commitments the Board will review Electra's own borrowing
covenants and the level of bank debt in portfolio companies.
Since 30 September 2001 Electra has committed to invest in the Electra
Partners' European Fund. The investment was acquired from investors in that
Fund on standard commercial terms approved by the Board.
Dividends
Under the current investment policy the Board believes it is inappropriate to
consider dividend payments while Electra continues to utilise bank facilities
to fund returns of capital to shareholders. No dividend is therefore proposed
in respect of the year ended 30 September 2001.
The Board
Sir Michael Pickard, who becomes 70 next year, has indicated his intention to
retire from the Board at the end of the financial year in September 2002. He
joined the Board in 1989 and has consistently supported it with sound advice
and experience. I am personally grateful to him for acting as the Senior
Independent Director. Peter Williams, who has been a Director since 1994 has
agreed to undertake this role from October 2002.
Electra Partners
In line with the change of investment strategy, Electra Partners were
re-appointed in June 2001 under new contractual arrangements to manage the
investments of Electra on a discretionary basis in accordance with the
investment policy determined by the Board. At the same time revisions to the
existing management incentive arrangements were approved by shareholders.
The Future
I am pleased that in June this year shareholders gave approval for new
investments to be made in line with Electra's revised investment policy.
Electra Partners has had a successful record of managing Electra's portfolio.
I am confident that the investment team will be able to add future value to
Electra's portfolio by taking advantage of favourable buying opportunities.
At the same time they will be realising investments to enable appropriate
levels of capital to be returned to shareholders.
PORTFOLIO ANALYSIS
Overall Portfolio Changes
Summary of Changes to Overall Portfolio
Year ended 30 September 2001
Valuation Valuation
at 30 Sept New Net capital at 30
2000 investment Sales depreciation Sept 2001
£'000 £'000 £'000 £'000 £'000
______________________________________________________________________________
Unlisted 965,917 66,530 161,679 (151,868) 718,900
Listed 50,163 332 5,237 (24,492) 20,766
______________________________________________________________________________
Total 1,016,080 66,862 166,916 (176,360) 739,666
Portfolio
______________________________________________________________________________
At 30 September 2001, Electra's investment portfolio was valued at £740
million compared to a valuation of £1,016 million twelve months earlier.
During the year, the changes in the portfolio continued to reflect the
realisation strategy adopted by the Board in March 1999. Realisations from
the portfolio amounted to £167 million which, after deducting purchases of
£67 million, meant that over the year there was a net divestment from the
portfolio of £100 million. Cumulative realisations since 1 March 1999 have
now reached a total of £1,138 million or 84% of the value of the portfolio at
that date. During the same period, investments in portfolio companies and
other commitments have totalled £296 million or 26% of the amount realised.
At 30 September 2001, 73% of the portfolio was invested in direct unlisted
investments, 13% was invested in companies which were listed, but which for
the most part had restrictions on sale, and 14% was invested in private
equity funds. In terms of geographical spread, 69% was invested in Europe,
22% in North America, 6% in Asia and 3% in South America.
Outlook
Over the last twelve months conditions in the financial markets have changed
significantly, as evidenced by declining stock market valuations and the
marked fall in the level of merger and acquisition activity. Reflecting these
changes, the rate of realisations has slowed considerably. Moreover, under
current market conditions, exit valuations are unlikely to be attractive and
consequently a realisation in the current market would not maximise value.
Looking forward, we believe that realisations from the unlisted portfolio
will remain at the current reduced level for at least the next twelve months
and possibly longer. However, advantage will continue to be taken of
opportunities to realise investments where special circumstances enable a
favourable realisation to be made, as illustrated recently by the sale of
Merlin Communications.
The portfolio includes a significant proportion of high quality investments
where operating profits are improving and further opportunities remain to
increase value through the repayment of debt and other courses of action. The
portfolio also contains several recovery situations where investments have
been written down to a low valuation but which could realise substantial
value in the future if existing plans to effect turnarounds are successful.
In the longer term therefore, the potential exists for generating substantial
cash returns, particularly in view of the benefits arising from lower
interest rates in a portfolio with significant underlying leverage. In the
meantime, opportunities to add new investments at a favourable point in the
investment cycle will be taken to the extent that cashflow permits.
UNLISTED PORTFOLIO REVIEW
New Investments
Until the EGM held in June 2001, new investments were restricted to
commitments outstanding at April 1999 and to investments made to enhance or
protect the value of existing portfolio companies. During the year
investments of £66.5 million were made under these arrangements. Of these
investments, £11.7 million was invested in respect of commitments to private
equity funds, £46.3 million was made to enhance the value of existing
portfolio companies and £8.5 million was made to provide financial support to
six portfolio companies. The most significant investment made by Electra
involved a transaction whereby Newmond, an existing portfolio investment,
acquired Baxi in a secondary buy-out. This transaction produced a number of
benefits for the combined entities (now renamed Baxi) and created one of the
largest heating manufacturers in Europe with annual sales in excess of £700
million. Other investments of note included £9.6 million in Swifty Serve and
£2.5 million in Invicta, both to provide expansion capital. In addition £2.9
million was invested in Heath Lambert to secure new financing arrangements.
Following the EGM the restriction on investment has been modified to permit
new portfolio investments and investment in new situations will be limited to
a maximum of one third of cashflow from realisations. In view of the cash
required for the most recent share buy-back, no new investments were made
during the year under these revised proposals.
It is envisaged that future investments will be made in existing portfolio
companies and also in funds managed by Electra Partners and in other private
equity opportunities generated by Electra Partners. In December 2001 under
these new arrangements, Electra made a euro30 million commitment to the
Electra Partners' European Fund.
Realisations
Realisations from the unlisted portfolio amounted to £162 million in the year
to 30 September 2001. In the Circular to shareholders issued in May 2001 it
was stated that the market for the realisation of portfolio companies had
changed leading to a slowdown in the rate of sales from the portfolio. This
was clearly illustrated by the fact that the sales achieved in the year were
less than half the amount realised in the previous year. Moreover, sales in
the first half of the year totalled £129 million, whereas sales in the second
half declined to £33 million. The worldwide fall in stock markets contributed
to this slowdown in activity although the main factor impacting upon our
realisation programme resulted from changes in the banking market. Over the
past two years, the majority of investments realised from the portfolio have
been sold to financial buyers. Recently the activity of financial buyers has
been materially affected by the fall in bank lending multiples. This in turn
has led to a reduction in the prices offered and fewer transactions being
completed.
In the light of these conditions, realisations of £162 million from the
portfolio represented reasonable progress. £102 million was received from the
sale of unlisted companies, £30 million from the sale of previously
restricted securities and £30 million of capital was returned from private
equity funds. As mentioned in the Interim Report the largest disposals
included Security Printing & Services and Guala Closures, which realised £28
million and £15 million respectively.
Although market conditions have been unfavourable for realisations, progress
continues to be made in exploiting opportunities where portfolio investments
can be realised at reasonable values. Subsequent to the year end Electra
disposed of its interest in Fairbridge Estates for £11.6 million and in
November sold its investment in Merlin Communications to Vosper Thornycroft
for £15.9 million. This latter sale had been anticipated in the September
2001 valuation but compared to a portfolio valuation six months previously of
£4.1 million. Merlin Communications thus realised almost four times the
carrying value in the portfolio immediately prior to the offer being received.
Performance
The year to 30 September 2001 proved to be a period of rapidly changing
market conditions. Stock markets fell, the USA and Far Eastern economies
continued to weaken and conditions in the banking market tightened despite
the fall in interest rates. Against this background the unlisted portfolio
recorded a net decrease in valuation of £152 million, or 15.7% of the opening
valuation.
Profits realised on the sale of investments contributed £21 million to the
performance of the year. This was offset by a fall in the value of listed but
restricted stocks of £55 million and a reduction in unrealised appreciation
of £118 million.
Investments realised from the portfolio during the year continued to show
significant uplifts over book value. In the case of direct unlisted
investments, the aggregate proceeds from sale exceeded the total carrying
value of the investments by 36%. As noted above, the sale of Merlin after the
year end realised proceeds of approximately four times the book value at 31
March 2001.
The fall in value of the restricted listed stocks was primarily due to Moser
Baer, Locus and Zensar Technologies which declined by £48.5 million in
aggregate. Since the year end, the share prices of all these stocks have
shown some recovery and by the end of November had increased by £12 million
in value.
Unrealised appreciation was increased by £38 million over the year through
the upward revaluation of 15 portfolio companies and decreased by £150
million as a result of the downward revaluation of 29 portfolio companies.
The largest increases related to Merlin (£11.8 million) reflecting the sale
shortly after the end of the financial year and to Safety-Kleen Europe where
the investment was revalued for the first time since its acquisition three
years previously.
Decreases in the value of investments resulted from falling price earnings
multiples used to value investments, decreased earnings of certain portfolio
investments and provisions required to reflect the particular circumstances
of individual investments. The valuation of Swifty Serve was reduced by £29.0
million as a result of a decline in earnings caused by the volatility of
petrol prices in the USA. £16.6 million was provided against the value of
International Garden Products where earnings had been impacted by the poor
weather at the beginning of the current year. As mentioned in the Interim
Report, a full provision of £14.1 million was made against the investment in
Supervia pending a financial restructuring. Whilst this restructuring has not
yet been finalised, considerable progress has been made in bringing this
process to a successful conclusion. The investment in KTI was written down,
as anticipated new orders from its principal customers in the airline
industry did not materialise. Another significant provision related to the
investment in Inchcape Shipping Services, which was required to reflect the
uncertainty created by the bankruptcy of one of its largest customers.
While the unlisted portfolio showed a marked decline in value over the
financial year, a large part of this related to investments in the USA and
the Far East where economic conditions have been most difficult. In the UK,
most of the larger investments have shown good growth in operating earnings
and continue to make sound progress.
Largest Valuation Changes
Company £'000 Increase/(decrease) %
________________________________________________________________________
Security Printing & Systems 12,474 80.5
Merlin Communications 11,774 288.1
Inchcape Shipping Services (13,185) (75.0)
Knowledge Technologies International (13,994) (96.3)
Supervia (14,069) (100.0)
International Garden Products (16,556) (75.3)
Moser Baer (18,637) (46.7)
Locus (22,697) (73.5)
Swifty Serve (29,047) (66.0)
Consolidated Statement of Total Return
(incorporating the Revenue Account)
For the year ended 30 September 2001 2000
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
______________________________________________________________________________
Gains/(losses)
on
investments:
Realised - 15,553 15,553 - 168,832 168,832
Unrealised - (177,456) (177,456) - (2,188) (2,188)
(Losses)/gains
on revaluation
of foreign
currencies:
Realised - (7,844) (7,844) - (8,414) (8,414)
Unrealised - 5,096 5,096 - (1,434) (1,434)
______________________________________________________________________________
- (164,651) (164,651) - 156,796 156,796
Income of the 24,317 - 24,317 23,223 - 23,223
investment
trust
Net(expenses)/ (587) - (587) 4,424 - 4,424
income of
subsidiary
undertakings
Expenses:
Priority
profit share (14,129) - (14,129) (19,978) - (19,978)
paid to
general
partners
Management fee - - - (3,946) - (3,946)
Other expenses (5,768) - (5,768) (6,862) - (6,862)
Reversal of (11,020) - (11,020) (2,803) - (2,803)
income
accruals
______________________________________________________________________________
Net Return
before Finance (7,187) (164,651) (171,838) (5,942) 156,796 150,854
Costs and
Taxation
Interest
payable and (10,346) - (10,346) (13,522) - (13,522)
similar
charges
______________________________________________________________________________
Return on
Ordinary (17,533) (164,651) (182,184) (19,464) 156,796 137,332
Activities
before
Taxation
Taxation on - - - - - -
ordinary
activities
______________________________________________________________________________
Return on
Ordinary
Activities (17,533) (164,651) (182,184) (19,464) 156,796 137,332
after Taxation
and Transfers
from Reserves
for the Year
Exchange
differences 30 885 915 714 9,099 9,813
arising on
consolidation
______________________________________________________________________________
Net Transfers
(from)/to (17,503) (163,766) (181,269) (18,750) 165,895 147,145
Reserves for
the Year
______________________________________________________________________________
Return to
Shareholders (22.98p) (215.81p) (238.79p) (19.85p) 159.88p 140.03p
per Ordinary
Share
______________________________________________________________________________
The amounts dealt with in the Consolidated Statement of Total Return are all
derived from continuing activities.
2001 2000
Number of Ordinary Shares in issue at 30 September 65,231,533 80,559,959
Consolidated Balance Sheet
As at 30 Sept 2001 As at 30 Sept 2000
£'000 £'000 £'000 £'000
______________________________________________________________________________
Fixed Assets
Investments:
Unlisted 718,900 965,917
Listed 20,766 50,163
______________________________________________________________________________
739,666 1,016,080
Current Assets
Debtors 41,228 50,601
Investments 1,867 3,293
Cash at bank and in 5,155 67,342
hand
______________________________________________________________________________
48,250 121,236
______________________________________________________________________________
Current Liabilities
Creditors: amounts 7,478 26,778
falling due within
one year
______________________________________________________________________________
Net Current Assets 40,772 94,458
______________________________________________________________________________
Total Assets less 780,438 1,110,538
Current Liabilities
Creditors: amounts 239,328 236,496
falling due after
more than one year
______________________________________________________________________________
Net Assets 541,110 874,042
______________________________________________________________________________
Capital & Reserves
Called-up share 16,308 20,140
capital
Share premium 24,147 24,147
Capital redemption 26,967 23,135
reserve
Realised capital 660,322 745,332
profits
Unrealised capital (184,853) 45,566
(losses)/profits
Revenue reserve (1,781) 15,722
______________________________________________________________________________
524,802 853,902
______________________________________________________________________________
Total Equity 541,110 874,042
Shareholders' Funds
______________________________________________________________________________
Net Asset Value per 829.52p 1,084.96p
Ordinary Share of 25p
______________________________________________________________________________
Reconciliation of Total Shareholders' Funds
Year to 30 Sept 2001 Year to 30 Sept 2000
£'000 £'000
______________________________________________________________________________
Total Return (182,184) 137,332
Exchange differences arising 915 9,813
on consolidation
Repurchase of own shares (147,831) (254,738)
Nominal value of own shares (3,832) (5,825)
repurchased
______________________________________________________________________________
Movements in Total Equity (332,932) (113,418)
Shareholders' Funds
Total Equity Shareholders' 874,042 987,460
Funds at 1 October
______________________________________________________________________________
Total Equity Shareholders' 541,110 874,042
Funds at 30 September
______________________________________________________________________________
Consolidated Cash Flow Statement
For the year ended 30 September 2001 2000
£'000 £'000 £'000 £'000
______________________________________________________________________________
Operating Activities
UK dividend income 6,339 4,911
Unfranked investment 16,114 8,578
income
Partnership income - 9
Interest income 1,272 2,134
Other income 456 296
Expenses (30,074) (30,293)
______________________________________________________________________________
Net Cash Outflow from (5,893) (14,365)
Operating Activities
______________________________________________________________________________
Returns on Investments
and Servicing of Finance
Interest paid
(13,945) (10,938)
______________________________________________________________________________
Net Cash Outflow from
Returns on Investments (13,945) (10,938)
and Servicing of Finance
______________________________________________________________________________
Taxation Paid
Corporation tax 3,325 4
______________________________________________________________________________
Total Taxation Repaid 3,325 4
______________________________________________________________________________
Capital Expenditure and
Financial Investment
Purchases of (75,960) (140,691)
investments
Sales of investments 184,265 490,675
______________________________________________________________________________
Net Cash Inflow from
Capital Expenditure and 108,305 349,984
Financial Investment
______________________________________________________________________________
Acquisitions and
Disposals
Sale of subsidiary and - 20,500
associated undertakings
______________________________________________________________________________
Net Cash Inflow before
Management of Liquid 91,792 345,185
Resources and Financing
______________________________________________________________________________
Management of Liquid 43,504 46,304
Resources
Financing
Bank loans drawn 282,261 367,818
Bank loans repaid (283,899) (423,786)
Loans advanced (2,399) (973)
Repurchase of own (151,663) (254,738)
shares
______________________________________________________________________________
Net Cash Outflow from (155,700) (311,679)
Financing
______________________________________________________________________________
(Decrease)/Increase in (20,404) 79,810
Cash in the Year
______________________________________________________________________________
Reconciliation of Net
Cash Flow to Movement
in Net Debt
(Decrease)/increase in (107,412) 79,810
cash in the year
Cash inflow from debt 1,638 55,968
financing
Cash inflow/(outflow) 43,504 (46,304)
from change in liquid
resources
______________________________________________________________________________
45,142 9,664
______________________________________________________________________________
Change in Net Debt (62,270) 89,474
Resulting from Cash
Flows
Translations difference (2,749) (9,847)
______________________________________________________________________________
Movement in Net Debt (65,019) 79,627
Net debt brought (169,154) (248,781)
forward
______________________________________________________________________________
Net Debt carried (234,173) (169,154)
forward
______________________________________________________________________________
The figures and financial information for the year ended 30 September 2001 do
not constitute the statutory financial statements for that year. Those
financial statements have not yet been delivered to the Registrar, nor have
the Auditors yet reported on them. The figures and financial information for
the year ended 30 September 2000 do not constitute the statutory financial
statements for that year. Those financial statements have been delivered to
the Registrar and included the Auditors' Report which was unqualified and did
not contain a statement under either section 237(2) or section 237(3) of the
Companies Act 1985.
The Report and Accounts will be sent to shareholders in late January 2002 and
will thereafter be available from the Company's registered office at 65
Kingsway, London WC2B 6QT. The Annual General Meeting will be held on Monday
4 March 2002 in the Keats and Milton Meeting Rooms at the Kingsway Hall
Hotel, Great Queen Street, London WC2B 5BX at 12.00 noon.