ELECTRA PRIVATE EQUITY PLC
Announcement of Unaudited Half Year Results for the six months ended 31 March 2009
The information contained in this announcement is restricted and is not for release, publication, or distribution, directly or indirectly, in or into the United States, Canada, Japan or Australia. The information in these materials does not constitute an offer of securities for sale in the United States, Canada, Japan or Australia.
£62 million invested during the period (last six months - £54 million). Realisations amounted to £18 million (last six months - £94 million)
Net liquid resources at 31 March 2009 of £74 million and £250 million of banking facilities.
Net asset value of 1,512p per share at 31 March 2009, a decline of 16.1% over the six months to 31 March 2009. In the same period the FTSE All-Share Index fell by 20.1%
Unaudited net asset value of 1,553p per share at 30 April 2009
Return on equity of 11.5% on an annualised basis for the five years to 31 March 2009
Commenting on the Half Year Results, Sir Brian Williamson, Chairman, said:
'This set of results is in line with our expectations: valuations were affected by more difficult trading conditions and the decline in multiples of comparable quoted stocks.
The operating environment for many portfolio companies is tough with pressure on working capital and some withdrawal of trade credit. For the present, the priority for Electra's manager, Electra Partners, is to protect the existing portfolio, if necessary with additional funding. In the short term, until valuation uncertainties diminish, new investment will remain at a low level. Realisations are also expected to remain low until banking conditions stabilise.
Electra is well placed. It has easily manageable levels of commitments, a portfolio with good defensive characteristics and modest levels of debt in the underlying companies. Net liquid resources, together with agreed banking facilities, give Electra in excess of £300 million of capacity to take advantage of investment opportunities and deliver future value to shareholders.'
For further information:
Sir Brian Williamson, Chairman, Electra Private Equity PLC |
020 7306 3883 |
Hugh Mumford, Managing Partner, Electra Partners LLP |
020 7214 4200 |
Nick Miles, M: Communications |
020 7153 1535 |
Net Asset Value Per Share
|
31 March 2009 |
30 September 2008 |
30 April 2009 |
Net asset value per share |
1,512p |
1,801p |
1,553p |
Decrease since 30 September 2008 |
(16.1%) |
|
|
Decrease since 1 April 2008 |
(20.9%) |
|
|
Decrease in FTSE All-Share Index since 30 September 2008 |
(20.1%) |
|
|
Decrease in FTSE All-Share Index since 1 April 2008 |
(32.2%) |
|
|
Return on Equity comprises 'Total Profit on Ordinary Activities after Taxation' divided by opening 'Total Equity Shareholders' Funds' calculated on an annualised basis (as these terms are used in the Report and Accounts of Electra for the year ended 30 September 2008).
The unaudited net asset value per share at 30 April 2009 was calculated on the basis of the net asset value at 31 March 2009 adjusted to reflect the purchases and sales of investments, currency movements and bid values on that day in respect of listed investments.
The figures and financial information in respect of the year ended 30 September 2008 have been delivered to the Registrar of Companies and included the Auditors' Report which was unqualified and did not contain a statement under either section 498(2) or section 498(3) of the Companies Act 2006.
CHAIRMAN'S STATEMENT
Overview
The operating environment for many of the portfolio companies is tough with pressure on working capital and some withdrawal of trade credit. For the present, the priority for Electra's manager, Electra Partners, is to protect the existing portfolio, if necessary with additional funding. In the short term, until valuation uncertainties diminish, new investment will remain at a low level. Realisations are also expected to remain low until banking conditions stabilise.
Electra ended the six months with low levels of investment commitments and at 31 March 2009 had available net liquid resources of £74 million and £250 million of facilities.
Results
As anticipated in the Interim Management Statement made in February 2009, valuations of unquoted investments have been affected by more difficult trading conditions and by the decline in multiples of comparable quoted stocks. At 31 March 2009 the net asset value per share was 1,512p compared with 1,801p at 30 September 2008, a decline of 16.1%.
To set this performance in context, net asset value per share over the 12 month period to
31 March 2009 declined by 20.9% while the FTSE All-Share Index fell by 32.2%.
Looking back over the five years to 31 March 2009, net asset value per share - inclusive of special dividends - increased by 86.8% and Electra achieved a return on equity of 11.5% on an annualised basis.
Investments over the six months to 31 March 2009 totalled £62 million, compared with £54 million in the previous half year. £20 million was invested in MPS, a manufacturer of abattoir machinery, through the acquisition of a secondary position in the Frankfurt-based Steadfast Capital I Fund. A further £14 million was invested in a fund established to invest in stressed debt opportunities. The balance of £28 million comprised further investment in portfolio companies and drawdowns under commitments to third party investment funds. Realisations amounted to £18 million compared with £94 million in the previous six months.
Resources and Commitments
At 31 March 2009 Electra had cash, money market funds and floating rate notes of £279 million together with a multi-currency revolving credit facility of £250 million, of which £205 million had been drawn down. Commitments to third party funds, which may be drawn down over the next five years, amounted to £109 million. Although Electra's existing multi-currency facility of £250 million is not due for renewal until September 2010, discussions to extend the term of this facility are in train.
Buyback of Shares for Cancellation
During the six months to 31 March 2009 Electra repurchased for cancellation 257,000 shares for a total cost of £2.08 million. The shares were acquired at a discount of 46% to the net asset value per share of 1,512p at 31 March 2009.
Outlook
Electra is well placed. It has easily manageable levels of commitments, a portfolio with good defensive characteristics and modest levels of debt in the underlying companies. Net liquid resources, together with agreed banking facilities, give Electra in excess of £300 million of capacity to take advantage of investment opportunities and deliver future value to shareholders.
Sir Brian Williamson
12 May 2009
Chairman
THE PORTFOLIO
Electra's portfolio consists of an investment portfolio together with net liquid resources. Net liquid resources comprise cash, money market funds and floating rate notes less bank loans. The investment portfolio consists of direct investments and investments through third party private equity funds. An overall analysis is given below.
|
*At 31 March 2009 |
*At 30 September 2008 |
|
£m |
£m |
Investment Portfolio |
|
|
Direct Investments |
391 |
403 |
Funds |
79 |
102 |
|
470 |
505 |
Net Liquid Resources |
74 |
159 |
Investment Portfolio and Net Liquid Resources |
544 |
664 |
* Excludes accrued income on the investment portfolio and floating rate notes of £8,591,000 (September 2008: £9,034,000).
At 31 March 2009 Electra had direct investments in 59 companies with an aggregate value of
£391 million and investments in 34 private equity funds with an aggregate value of £79 million. The top ten and twenty direct investments accounted for 59% and 75% respectively of the total direct investments.
Geographically, 87% of the investment portfolio was situated in the UK or Continental Europe, 10% was based in the USA and 3% in Asia.
INVESTMENT PORTFOLIO ANALYSIS
In the six months to 31 March 2009, Electra's net asset value per share fell from 1,801p at the beginning of the period to 1,512p, a decline of 16.1%. Over the 12 months to 31 March 2009, the decline has amounted to 20.9%. In the absence of any substantial level of realisations, the reduction in value of the investment portfolio reflected, for the main part, a decline in value of comparable stock market companies, as under international accounting standards the stock market is used as a benchmark for the valuation of unlisted companies. Valuations are thus related to current market prices despite the fact that Electra is a long-term holder of unlisted portfolio companies. Throughout the 2008 calendar year, the underlying trading of the majority of portfolio companies remained above the prior year. In the first three months of 2009 however, the trading performance of a number of these companies has been behind budget as the operating environment becomes increasingly difficult.
During the six month period Electra has continued to maintain a cautious approach to new investment in view of the unstable economic conditions and investments have been relatively few. This policy has now been in place for the last 18 months with investment levels falling to less than half those of 2007. The major impact of the current issues facing the UK economy has, however, been the effect on the level of realisations from the portfolio which in the six months to 31 March 2009 fell by 81% compared to the corresponding period of the previous year.
Over the six month period the investment portfolio declined from £505 million to £470 million, increasing by net investment of £44 million but declining by £79 million as a result of the net diminution in value of investments in the portfolio.
Six months to 31 March |
2009 |
2008 |
|
£m |
£m |
Opening portfolio |
505 |
620 |
Investments |
62 |
60 |
Realisations |
(18) |
(98) |
Net capital decrease |
(79) |
(14) |
Closing portfolio * |
470 |
568 |
* As at 31 March 2009 excludes accrued income on the investment portfolio of £8,199,000
(2008: £10,497,000) and excludes investments in money market funds and FRNs of £248,895,000 (2008: £251,987,000).
Prospects
The problems in the UK economy have meant that the six months to 31 March 2009 have seen little activity in relation to new investment or realisations. In addition, the decline in the stock market has led to a further fall in the value of Electra's investment portfolio. Our current emphasis remains on identifying opportunities to add to or merge with existing investments rather than to acquire new portfolio companies. Through these means, the financial position of existing investments can be strengthened so as to provide greater protection in the event that economic conditions are slow to improve. Electra's balance sheet remains strong with a high level of liquid resources, a modest and easily manageable level of commitments and a relatively low level of debt in the underlying portfolio investments. While in the short term the current lack of visibility in respect of earnings is impeding investment, in the medium term the prospects for new investment remain encouraging. With a flexible investment mandate and strong liquid resources Electra is well placed to benefit from this prospective improvement in the investment environment.
INVESTMENT PORTFOLIO REVIEW
Investments
In the six-month period investments totalled £62 million compared to £60 million in the corresponding period of the previous year. Investment has thus continued at a low level for the past 18 months reflecting the rapid deterioration in the UK economy and the change in circumstances affecting the UK banking sector. Given the difficulties in forecasting the level of future earnings, Electra has restricted its investment activities to specific sectors where potential investments either offer exceptional value or where future returns are relatively identifiable. These sectors include secondary positions in private equity funds and also the purchase of senior debt where the debt is selling at a significant discount despite the relatively sound position of the underlying company.
New investments included the purchase of a secondary interest in the Steadfast Capital I Fund, whose manager is based in Germany. This investment amounted in total to £30 million and was made at a discount to the manager's valuation. The most significant individual investment included in the purchase was MPS, a world leader in the manufacture and distribution of slaughter house equipment. This investment represented 54% of the total purchase price and is considered to have strong growth prospects as well as good defensive qualities. Electra also invested £14 million in a special purpose fund, Credit Opportunities, for the purpose of acquiring a portfolio of senior debt positions in various private equity-backed companies. In total Electra has committed £30 million to this fund and so far has purchased interests in 10 underlying debt positions.
Realisations
Realisations during the six month period were restricted to £18 million compared to
£98 million in the corresponding six months of the previous year . The sale of e-Telecare in the Philippines realised £7.4 million and the sale of a secondary position in France realised a further
£7.6 million. Realisations from other private equity funds were also much reduced with receipts to Electra falling to £2.0 million in the six month period. Given the current conditions in the banking market, realisations from Electra's investment portfolio are unlikely to be significant in the short term, although interest continues to be shown by trade buyers in a number of Electra's investments.
Performance
During the six months to 31 March 2009 the valuation of Electra's investment portfolio was reduced by £137 million which represented 27% of the opening portfolio. These reductions were offset by
£58 million of currency appreciation giving rise to an overall reduction of £79 million. Before currency appreciation, the value of direct unlisted investments was reduced by 26%, the value of listed investments declined by 41% and private equity funds were reduced in aggregate by 27%.
In arriving at the valuation of the direct unlisted investments, the reductions in value amounted to a net £80 million made up of increases of £12 million offset by decreases of £92 million. The increases related partially to reinstatement of value in respect of investments previously written off. The remaining direct unlisted companies in the portfolio were written down primarily to reflect the decline in stock market levels or the reduction in property yields. The main exception to this related to Electra's investment in Vasanta which was written down by £28 million amounting to 95% of the previous carrying value and Baxi, where the investment was written down by £6 million. In the case of Vasanta, the removal of credit insurance led to a significant increase in the company's debt levels with a corresponding decrease in the equity value of the investment. In the case of Baxi the reduction in the value of the investment was due to an increase in pension liability. The main change in the listed portfolio related to Candover where the share price fell from £20 at 30 September 2008 to 82p at 31 March 2009, reducing the value of the investment by £18 million.
Electra Partners LLP
12 May 2009
Consolidated Income Statement (unaudited)
Note |
For the six months ended 31 March |
Revenue £'000 |
Capital £'000 |
2009 Total £'000 |
Revenue £'000 |
Capital £'000 |
2008 Total £'000 |
|
|
|
|
|
|
|
|
|
Net (losses)/gains on investments |
10,269 |
(87,205) |
(76,936) |
17,881 |
(16,339) |
1,542 |
|
Losses on revaluation of foreign currencies |
- |
(17,810) |
(17,810) |
- |
(10,043) |
(10,043) |
|
|
10,269 |
(105,015) |
(94,746) |
17,881 |
(26,382) |
(8,501) |
|
Other income |
825 |
- |
825 |
1,312 |
1,708 |
3,020 |
|
Incentive schemes |
- |
807 |
807 |
- |
(3,499) |
(3,499) |
|
Priority profit share |
(5,945) |
- |
(5,945) |
(6,994) |
- |
(6,994) |
|
Other expenses |
(4,035) |
- |
(4,035) |
(7,792) |
- |
(7,792) |
|
Net Loss before Finance Costs and Taxation |
1,114 |
(104,208) |
(103,094) |
4,407 |
(28,173) |
(23,766) |
|
Finance costs |
(3,168) |
- |
(3,168) |
(4,270) |
- |
(4,270) |
|
Loss on Ordinary Activities before Taxation |
(2,054) |
|
|
|
|
|
|
Taxation Credit/(Expenses) |
(1,224) |
12,442 |
11,218 |
(2,253) |
- |
(2,253) |
|
Loss on Ordinary Activities after Taxation |
(3,278) |
(91,766) |
(95,044) |
(2,116) |
(28,173) |
(30,289) |
|
Attributable to Equity Shareholders |
(3,278) |
(91,766) |
(95,044) |
(2,116) |
(28,173) |
(30,289) |
4 |
Basic and Diluted Earnings per Ordinary Share |
(9.25)p |
(259.02)p |
(268.27)p |
(5.75)p |
(76.61)p |
(82.36)p |
The Total column of this statement represents the Group's Income Statement prepared in accordance with International Financial Reporting Standards adopted by the European Union ('IFRS'). The supplementary Revenue and Capital columns are both prepared under guidance published by the Association of Investment Companies.
The amounts dealt with in the Consolidated Income Statement are all derived from continuing activities.
|
2009 |
2008 |
|||
Number of Ordinary Shares in issue at 31 March |
35,338,687 |
35,595,687 |
|||
3 |
Special Dividends Paid Total paid (£'000) Per share |
- |
|
|
9,149 |
Consolidated Statement of Changes in Equity (unaudited)
Note |
For the six months ended 31 March |
2009 £'000 |
2008 £'000 |
6 |
Total equity at 1 October |
640,949 |
745,506 |
6 |
Loss after taxation |
(95,044) |
(30,289) |
6 |
Special dividend * |
- |
(9,149) |
6 |
Exchange differences arising on consolidation |
(9,595) |
222 |
6 |
Repurchase of own shares |
(2,119) |
(26,492) |
|
Total Equity at 31 March |
534,191 |
679,798 |
* No special dividend was paid during the period (2008: 25p). Share buy-backs and cancellations during the six months to 31 March 2009 were 7,000 on 26 November 2008 and 250,000 on
2 December 2008 (2008: 50,000 ordinary shares on 23 November 2007, 160,000 ordinary shares on 27 November 2007, 200,000 ordinary shares on 5 December 2007, 92,000 ordinary shares on 6 December 2007, 55,000 ordinary shares on 14 December 2007, 100,000 ordinary shares on
22 January 2008 and 1,000,000 ordinary shares on 17 March 2008).
Consolidated Balance Sheet (unaudited)
Note |
|
As at 31 March 2009 |
As at 30 Sept 2008 |
As at 31 March 2008 |
|||
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Non-Current Assets |
|
|
|
|
|
|
|
Investments held at fair value: |
|
|
|
|
|
|
|
Unlisted and listed |
|
478,133 |
|
514,249 |
|
578,357 |
|
Other investments |
|
249,744 |
|
276,467 |
|
251,987 |
|
|
|
727,877 |
|
790,716 |
|
830,344 |
|
Current Assets |
|
|
|
|
|
|
|
Trade and other receivables |
2,365 |
|
3,043 |
|
2,587 |
|
|
Cash and cash equivalents |
30,505 |
|
43,791 |
|
62,508 |
|
|
|
32,870 |
|
46,834 |
|
65,095 |
|
|
Current Liabilities |
|
|
|
|
|
|
|
Trade and other payables |
7,056 |
|
8,424 |
|
7,749 |
|
|
Net Current Assets |
|
25,814 |
|
38,410 |
|
57,346 |
|
Total Assets less Current Liabilities |
|
753,691 |
|
829,126 |
|
887,690 |
|
Bank loans |
205,240 |
|
158,870 |
|
170,278 |
|
|
Deferred tax |
12 |
|
12,317 |
|
12,549 |
|
|
Provision for liabilities and charges |
14,248 |
|
16,990 |
|
25,065 |
|
|
Non-current Liabilities |
|
219,500 |
|
188,177 |
|
207,892 |
|
Net Assets |
|
534,191 |
|
640,949 |
|
679,798 |
|
Capital and Reserves |
|
|
|
|
|
|
5 |
Called-up share capital |
|
8,835 |
|
8,899 |
|
8,899 |
6 |
Share premium |
24,147 |
|
24,147 |
|
24,147 |
|
6 |
Capital redemption reserve |
34,440 |
|
34,376 |
|
34,376 |
|
6 |
Translation reserve |
(8,561) |
|
1,034 |
|
819 |
|
6 |
Realised capital profits |
855,581 |
|
834,672 |
|
784,137 |
|
6 |
Unrealised capital losses |
(388,866) |
|
(274,072) |
|
(187,415) |
|
6 |
Revenue reserves |
8,615 |
|
11,893 |
|
14,835 |
|
|
|
|
525,356 |
|
632,050 |
|
670,899 |
|
Total Equity Shareholders' Funds |
|
534,191 |
|
640,949 |
|
679,798 |
|
Net asset value per Ordinary Share |
|
1,511.63p |
|
1,800.64p |
|
1,909.78p |
|
Ordinary Shares in issue |
|
35,338,687 |
|
35,595,687 |
|
35,595,687 |
Consolidated Cash Flow Statement (unaudited)
For the six months ended 31 March |
£'000 |
2009 £'000 |
£'000 |
2008 £'000 |
Operating Activities |
|
|
|
|
Purchases of investments |
(181,400) |
|
(265,994) |
|
Amounts paid under incentive schemes |
(1,934) |
|
(17,736) |
|
Sales of investments |
163,210 |
|
364,275 |
|
Dividends and distributions received |
1,071 |
|
1,737 |
|
Other investment income received |
8,827 |
|
13,083 |
|
Interest income received |
676 |
|
1,164 |
|
Other income received |
148 |
|
148 |
|
Expenses paid |
(7,540) |
|
(9,657) |
|
Taxation paid |
(1,427) |
|
(1,087) |
|
Net Cash (Outflow)/Inflow from Operating Activities |
|
(18,369) |
|
85,933 |
Financing Activities Bank loans drawn Bank loans repaid Repurchase of own shares Finance costs Dividend paid Other finance costs |
206,846 (198,262) (2,119) (2,973) - (195) |
|
27,972 (27,783) (26,492) (4,096) (9,149) (174) |
|
Net Cash Inflow/(Outflow) from Financing Activities |
|
3,297 |
|
(39,722) |
Changes in cash and cash equivalents |
|
(15,072) |
|
46,211 |
Cash and cash equivalents at 1 October |
|
43,791 |
|
16,948 |
Translation difference |
|
1,786 |
|
(651) |
Cash and Cash Equivalents at 31 March |
|
30,505 |
|
62,508 |
NOTES TO THE ACCOUNTS
1. Basis of Accounting
The Half Year Report is unaudited and does not constitute financial statements within the meaning of Section 434 of the Companies Act 2006.
The statutory accounts for 2008, which were prepared in accordance with International Financial Reporting Standards, as endorsed by the European Union ('IFRS') and with those parts of the Companies Act 1985 applicable to companies reporting under IFRS, have been delivered to the Registrar of Companies. The Auditor's opinion on those accounts was unqualified and did not contain a statement made under Section 498(2) or Section 498(3) of the Companies Act 2006. The financial information comprises the Consolidated Balance Sheets as at 31 March 2009,
30 September 2008 and 31 March 2008 and for the periods ended 31 March 2009 and
31 March 2008, the related Consolidated Statement of Income, Consolidated Statement of Changes in Equity, Consolidated Cashflow Statement and the related notes hereinafter referred to as 'financial information'.
The financial information has been prepared in accordance with the Disclosure and Transparency Rules of the Financial Services Authority and the principal accounting policies set out in the Annual Report for the year ended 30 September 2008 which is available on the Company's website (www.electraequity.com). The financial statements are prepared in accordance with IAS 34.
2. Segmental Analysis
For the six months ended 31 March |
2009 |
|
2008 |
|||||
|
UK & Continental Europe £'000 |
Americas £'000 |
Far East £'000 |
Total £'000 |
UK & Continental Europe £'000 |
Americas £'000 |
Far East £'000 |
Total £'000 |
Net (Losses)/Gains on Investments |
|
|
|
|
|
|
|
|
Realised and unrealised |
|
|
|
|
|
|
|
|
capital losses on investments |
(81,023) |
5,285 |
(11,467) |
(87,205) |
8,577 |
(8,346) |
(16,570) |
(16,339) |
Portfolio investment income |
9,703 |
18 |
548 |
10,269 |
17,857 |
24 |
- |
17,881 |
|
(71,320) |
5,303 |
(10,919) |
(76,936) |
26,434 |
(8,322) |
(16,570) |
1,542 |
Realised and unrealised capital |
|
|
|
|
|
|
|
|
loss on foreign currency |
(21,110) |
5,626 |
(2,326) |
(17,810) |
(16,781) |
6,738 |
- |
(10,043) |
|
(92,430) |
10,929 |
(13,245) |
(94,746) |
9,653 |
(1,584) |
(16,570) |
(8,501) |
Other income |
|
|
|
825 |
|
|
|
3,020 |
Incentive schemes |
|
|
|
807 |
|
|
|
(3,499) |
Priority profit share |
|
|
|
(5,945) |
|
|
|
(6,994) |
Other expenses |
|
|
|
(4,035) |
|
|
|
(7,792) |
Net Loss before Finance Costs and Taxation |
|
(103,094) |
|
|
|
(23,766) |
||
Finance costs |
|
|
|
(3,168) |
|
|
|
(4,270) |
Loss on Ordinary Activities before Taxation |
|
(106,262) |
|
|
|
(28,036) |
Geographical segments are considered to be the primary reporting segment. The secondary reporting segment is the Group's activity as an investment trust company. This activity is the Group's single business segment.
3. Dividends
For the six months ended 31 March |
|
|
2009 £'000 |
|
|
2008 £'000 |
Dividends paid in the period Dividends paid per share |
|
|
- |
|
|
9,149 |
4. Earnings per Share
For the six months ended 31 March |
|
|
2009 p |
|
|
2008 p |
Revenue return per ordinary share Capital return per ordinary share Earnings per ordinary share (basic and diluted) |
|
|
(9.25) (259.02) (268.27) |
|
|
(5.75) (76.61) (82.36) |
The calculation of revenue return per share is based on the revenue loss attributable to shareholders of £3,278,000 (2008: loss of £2,116,000) on a weighted average number of 35,427,413
(2008: 36,775,299) ordinary shares of 25p each in issue. The calculation of capital return per ordinary share is based on the capital loss attributable to ordinary shareholders of £91,764,000 (2008: loss of £28,173,000) on a weighted average number of 35,427,413 (2008: 36,775,299) ordinary shares of 25p each in issue. There were no potentially dilutive shares in issue in either year.
5. Share Capital
As at 31 March |
|
|
2009 £'000 |
|
|
2008 £'000 |
Allotted, called up and fully paid 35,338,687 (2008: 35,595,687) ordinary shares of 25p each Unissued 164,661,313 (2008: 164,404,313) ordinary shares of 25p each |
|
|
8,835 41,165 |
|
|
8,899 41,101 |
Authorised 200,000,000 ordinary shares of 25p each |
|
|
50,000 |
|
|
50,000 |
During the six months ended 31 March 2009 the Company purchased from shareholders and cancelled 257,000 ordinary shares of 25p each at prices between £8.51 and £8.08 per share. The cost of acquiring 257,000 ordinary shares of 25p each including expenses of £10,000 amounted to £2,119,000.
6. Capital and Reserves
For the six months ended 31 March 2009
|
|
|
|
|
Realised capital profits/ (losses) |
|
|
|
|
|
|
Capital redemp-tion reserve |
Translation reserve |
Unrealised capital losses |
Revenue reserve |
Total shareholders' Funds |
|
|
Called-up share capital |
Share premium |
||||||
|
||||||||
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Opening balance at 1 October 2008 |
8,899 |
24,147 |
34,376 |
1,034 |
834,672 |
(274,072) |
11,893 |
640,949 |
Net revenue transferred to reserves |
- |
- |
- |
- |
- |
- |
(3,278) |
(3,278) |
Net profits on realisation of investments during the year |
- |
- |
- |
- |
1,310 |
- |
- |
1,310 |
Net capital losses on non-current assets |
- |
- |
- |
- |
- |
(88,514) |
- |
(88,514) |
Incentive schemes |
- |
- |
- |
- |
- |
807 |
- |
807 |
Gains and losses on foreign currencies |
- |
- |
- |
- |
2,113 |
(19,923) |
- |
(17,810) |
Movement on tax provision |
- |
- |
- |
- |
12,441 |
- |
- |
12,441 |
Exchange differences arising on consolidation |
- |
- |
- |
(9,595) |
- |
- |
- |
(9,595) |
Repurchase of own shares |
(64) |
- |
64 |
- |
(2,119) |
- |
- |
(2,119) |
Unrealised net appreciation/(depreciation) at 1 October 2008 on investments sold during the period |
- |
- |
- |
- |
7,164 |
(7,164) |
- |
- |
|
|
|
|
|
|
|
|
|
At 31 March 2009 |
8,835 |
24,147 |
34,440 |
(8,561) |
855,581 |
(388,866) |
8,615 |
534,191 |
For the six months ended 31 March 2008
|
|
|
|
|
Realised capital profits/ (losses) |
Unrealised capital (losses)/ profits |
|
|
|
Called-up share capital |
Share premium |
Capital redemption reserve |
Translation reserve |
|
Total shareholders' Funds |
||
|
Revenue reserve |
|||||||
|
||||||||
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Opening balance at 1 October 2007 |
9,313 |
24,147 |
33,962 |
597 |
792,960 |
(141,573) |
26,100 |
745,506 |
Net revenue transferred to reserves |
- |
- |
- |
- |
- |
- |
(2,116) |
(2,116) |
Dividend payment |
- |
- |
- |
- |
- |
- |
(9,149) |
(9,149) |
Net capital gains on non-current assets |
- |
- |
- |
- |
2,694 |
(19,033) |
- |
(16,339) |
Incentive schemes |
- |
- |
- |
- |
- |
(3,499) |
- |
(3,499) |
Gains and losses on foreign currencies |
- |
- |
- |
- |
10,754 |
(19,089) |
- |
(8,335) |
Exchange differences arising on consolidation |
- |
- |
- |
222 |
- |
- |
- |
222 |
Repurchase of own shares |
(414) |
- |
414 |
- |
(26,492) |
- |
- |
(26,492) |
Unrealised net (depreciation)/appreciation at 1 October 2007 on investments sold during the period |
- |
- |
- |
- |
4,221 |
(4,221) |
- |
- |
At 31 March 2008 |
8,899 |
24,147 |
34,376 |
819 |
784,137 |
(187,415) |
14,835 |
679,798 |
7. Related Party Transactions
Certain members of Electra Partners (the 'participants') are entitled under various limited partnership agreements to benefit from carried interest and co-investment arrangements. Under these schemes the participants invest in every new investment made by the Company up to 31 March 2006. In return the participants receive a percentage of the total capital and revenue profits made on each investment. The participants do not receive any profits until the Company has received back its initial investment. During the six months ended 31 March 2009 the participants received £1,364,000
(31 March 2008: £14,322,000) and are entitled to receive £nil (31 March 2008: £11,135,000) under these schemes and had unrealised gains of £6,546,000 (31 March 2008: £13,388,000). The participants are entitled to a percentage of the incremental value of unlisted investments held at
31 March 1995, subject to the Company having received in total proceeds equal to the valuation of those investments as at 31 March 1995 and a preferred return. During the six months ended
31 March 2009 the participants received £nil (31 March 2008: £nil) under the scheme and had unrealised gains of £982,000 (31 March 2008: £999,000).
Following approval at the Extraordinary General Meeting held on 12 October 2006 the participants entered two new schemes. The participants are entitled to receive a percentage of the incremental value of certain investments held at 31 March 2006 following the Company receiving total proceeds equal to the operating value and a preferred return, after deduction of related priority profit share ('PPS'). During the six months ended 31 March 2009 the participants received £570,000
(31 March 2008: £3,414,000) and had unrealised gains of £6,720,000 (31 March 2008: £9,894,000) under this scheme. The second scheme entered into under the new arrangements requires the participants to invest in every new investment made by the Company since 1 April 2006. On a pooled basis participants receive a percentage of the total capital and revenue profits once the Company has received back its initial investment, a preferred return and a related priority profit share. During the six months ended 31 March 2009 the participants received £nil (31 March 2008: £nil) and had unrealised gains of £nil (31 March 2008: £784,000).
Members of Electra Partners, the Manager, are entitled to incentives based on the performance of investments in Electra. Under the arrangements relating to the management of the listed portfolio, certain executives of Electra Partners will receive bonuses over a one year period if the listed portfolio outperforms a composite index.
No Directors of Electra participate in the above schemes.
During the year ended 30 September 2007 Electra Partners exercised its option to cancel all PPS reductions by paying Electra the equivalent of the net present value of the remaining expected PPS reductions. An amount of £1.1 million will be payable over the period to October 2009. The amount was approved by a qualified independent third party.
Net sales of investments from Electra Investments Limited to Electra amounted to £nil for the six months ended 31 March 2009 (31 March 2008: £14,608,000). Net loans advanced by Electra Investments Limited to Electra were £8,436,000 (31 March 2008: loans advanced by Electra Investments Limited to Electra of £38,705,000). Interest of £966,000 (31 March 2008: £1,199,000) was paid on the outstanding balance.
Net loans for working capital and/or to clear intercompany balances were made from Albion (Electra) for £1,151,000 (31 March 2008: to Albion (Electra) £28,000) to Electra Property Inc for £757,000
(31 March 2008: to Electra Property Inc for £56,000), to Electra Holdings Inc for £582,000
(2008: £41,000).
Half Year Management Report
Current and Future Development
A review of the main features of the six months to 31 March 2009 is contained in the Chairman's Statement, the Investment Portfolio Analysis and the Investment Portfolio Review.
Performance
A detailed review of performance during the six months to 31 March 2009 is contained in the Investment Portfolio Analysis and Investment Portfolio Review.
Risk Management
As the Company is focused on investment in private equity assets, Electra Partners aims to limit the risk attaching to the portfolio as a whole by careful selection of investments and by the spread of holdings in terms of age, geographic split and investment portfolio composition in accordance with the Company's Objectives and Investment Policy.
The principal risks faced by the Company are Market Price Risk, Credit Risk, Interest Rate Risk, Liquidity Risk and Foreign Currency Risk as set out in Note 16 in the Notes to the Accounts of the Company's Annual Report 2008. In addition the Company is also focused on Macroeconomic risks, Long-term strategic risk, Government policy and regulation risk, Investment risks and Operational risk as set out in the Report of the Directors of the Company's Annual Report 2008. This Half Year Management Report also refers, where appropriate, to specific risks and uncertainties for the remaining six months of the financial year and these should be viewed in conjunction with the risks disclosed above.
Responsibility Statement
The Directors confirm to the best of their knowledge that:
a) the condensed set of financial statements have been prepared in accordance with IAS 34 as adopted by the European Union; and
b) the Half Year Management Report includes a fair review of the information required by the FSA's Disclosure and Transparency Rules (4.2.7R and 4.2.8R).
By order of the Board of Directors
Sir Brian Williamson, Chairman
12 May 2009
No information contained in this announcement shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction.
This announcement is not an offer to sell or a solicitation of any offer to buy any securities of Electra Private Equity PLC (the 'Company', and such securities, the 'Securities') in the United States or any other jurisdiction. The Company is not registered under the U.S. Investment Company Act of 1940, as amended (the 'Investment Company Act'), and holders of any Securities will not be entitled to the benefits of the Investment Company Act. The Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the 'Securities Act'), and may not be reoffered, resold or transferred in the United States or to, or for the account or benefit of, U.S. persons (as such term is defined in Regulation S under the Securities Act) unless registered under the Securities Act or an exemption from such registration is available. Copies of this announcement are not being, and should not be, distributed or sent into the United States. No public offering of Securities is being made in the United States. If for any reason in the future an offering of the Securities is made, such offering will be made by means of a prospectus that may be obtained from the Company and will contain all relevant information about the Company, its management and its financial statements.
Copies of the Half Year Report will be sent to shareholders shortly and will thereafter be available from the Company's registered office. Copies of this announcement will be available on the Company's website (www.electraequity.com) by the end of May 2009.
END