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Electra Priv EqtyInv (ELTZ)

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Tuesday 29 May, 2012

Electra Priv EqtyInv

EPEI Half Year Accounts

RNS Number : 2540E
Electra Private Equity Invest PLC
29 May 2012
 



ELECTRA PRIVATE EQUITY INVESTMENTS PLC

Unaudited Results for Half Year ended 31 March 2012

 

The information contained in this announcement is restricted and is not for release, publication, or distribution, directly or indirectly, nor does it constitute an offer of securities for sale in the United States, Canada, Japan, Australia or New Zealand.

 

References in this announcement to Electra Private Equity Investments PLC have been abbreviated to 'the Company'. References to the Company's parent company, Electra Private Equity PLC, have been abbreviated to 'Electra'. References to Electra Partners LLP, Electra's Manager, have been abbreviated to 'Electra Partners'.

 

 

Corporate Summary of Zero Dividend Preference Shares

 

Electra Private Equity PLC Asset Cover at 31 March 2012: 11.8 times Final Capital Entitlement as at 5 August 2016.

 

Redemption Yield of 6.5% based on initial placing of 100p per ZDP Share.

 

Final Capital Entitlement per ZDP Share of 155.41p on 5 August 2016.

 

The figures below show the movement in the middle market price from the first day the ZDP Shares were listed on 5 August 2009 through to 31 March 2012. The initial placing price of the ZDP Shares was 100p.

 

Share price of ZDP Shares

 


Share price


p

5 August 2009

102.0

30 September 2009

106.8

31 March 2010

107.8

30 September 2010

116.0

31 March 2011

116.1

30 September 2011

119.0

31 March 2012

128.6

 

 

The ZDP Shares offer a pre-determined rate of growth in capital entitlement up to the repayment date of 5 August 2016 but no right of income. The ZDP Shares rank ahead of Electra's Ordinary Shareholders and Subordinated Convertible Bondholders but behind any bank borrowings of Electra. The Final Capital entitlement for the ZDP Shares is not guaranteed should Electra's net assets be insufficient on the repayment date of 5 August 2016.

 

The ZDP Shares do not normally carry voting rights at general meetings of the Company. The separate approval of a special resolution of holders of the Company's ZDP Shares is required for certain proposals which would be likely to affect their rights or general interests.

 

 

 

The Half Year Report for the six months ended 31 March 2012 will be available on the Company's website www.electraequity.com/eltz. Neither the contents of this website nor the contents of any website accessible from hyperlinks on this website (or any other website) is incorporated into, or forms part of this announcement.

 

 

 

Chairman's Statement

 

I am pleased to present the Company's Half Year Report for the six months ended 31 March 2012.

 

The Company is a wholly owned subsidiary of Electra Private Equity PLC ("Electra") and was established solely for the purpose of issuing and redeeming Zero Dividend Preference ("ZDP") Shares. Further details can be found elsewhere in this Half Year Report.

 

ZDP Shares

 

Following the ZDP Share issues in 2009, the Company has not issued any further ZDP Shares.

 

The 2009 ZDP Share issues raised a total of £46 million of net proceeds. Pursuant to a loan agreement between the Company and Electra, in 2009 the Company lent Electra the whole of the net proceeds and these funds continue to be managed in accordance with the investment policy of Electra. This loan is on terms requiring its repayment by Electra to the Company at any time up to or immediately prior to the ZDP repayment date.

 

Electra has undertaken that, at any time up to or immediately prior to the ZDP repayment date, it will subscribe for such number of ordinary shares in the Company as is necessary to provide the Company on the ZDP repayment date (after taking into account the monies to be received by it on repayment of the loan) with sufficient funds to meet the repayment obligations in respect of the ZDP Shares.

 

Board Composition

 

Roger Perkin, Michael Walton and I were respectively Directors and Chairman of the Company throughout the six months to 31 March 2012.

 

Michael Walton has decided to retire from the Board of Electra after a number of years as a Director and will also retire as a Director of this Company with effect from today. We shall miss his wise counsel and his considerable knowledge and experience of private equity in general and Electra in particular and the Board thanks him for his contribution to the Company.

 

I am pleased to announce that the Board has appointed Geoffrey Cullinan, who is also a Director of Electra, as a non-executive Director of the Company with immediate effect.

 

All of the Directors of the Company were also Directors of Electra.

 

Outlook

 

The Board believes that the Company will be in a position to fulfil its requirement to meet the Final Capital Entitlement to the ZDP Shareholders in August 2016.

 

 

Dr Colette Bowe

Chairman

28 May 2012

 

 

 

Half Year Management Report

 

Objective

 

The objective of the Company is to provide the final capital entitlement of the Company's Zero Dividend Preference ('ZDP') Shares to the Zero Dividend Preference Shareholders at the repayment date of 5 August 2016.

 

Current and Future Development

 

A review of the main features of the six months to 31 March 2012, is contained in the Corporate Summary of ZDP Shares and in the Chairman's Statement on pages 1 and 2.

 

Risk Management

 

The Company is a wholly owned subsidiary of Electra and was established solely for the purpose of issuing and redeeming ZDP Shares, and accordingly the principal risks facing the Company include Market Price Risk, Liquidity Risk and Capital Risk set out in Note 12 in the Notes to the Accounts of the Company's Report and Accounts for the year ended 30 September 2011. In addition the Company is also focused on the following risks; Final Capital Entitlement, Liquid Market for ZDP Shares, Macroeconomic and Investment Risks and Government Policy and Regulation Risk as set out in the Report of the Directors of the Company's Report and Accounts for the year ended 30 September 2011.

 

Related Party Transactions

 

Details of Related Party Transactions are contained in Note 5 of the Notes to Financial Statements for the six months ended 31 March 2012.

 

Going Concern

 

The Company is in the position of having net liabilities and is loss making. However, Electra has guaranteed that it will provide adequate resources for the Company to continue in operational existence for the foreseeable future. The Directors believe, therefore, that it is appropriate to continue to adopt the going concern basis in preparing the Half Year Report.

 

 

 

Responsibility Statement

 

The Directors confirm to the best of their knowledge that:

 

·        the financial statements have been prepared in accordance with IAS 34 as adopted by the European Union; and

 

·        the Half Year Management Report includes a fair review of the information required by:

 

·        DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and

 

·        DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the Company during that period; and any changes in the related party transactions described in the last annual report that could do so.   

 

 

By order of the Board of Directors

Dr Colette Bowe

Chairman

28 May 2012

 

 

 

Statement of Comprehensive Income (unaudited)

Note

For the six months ended 31 March

2012
£'000

2011
£'000


Revenue

1,127

1,053


Expenses

(9)

(2)


Net profit before finance costs and taxation

1,118

1,051


Finance costs

(1,826)

(1,705)


Loss on ordinary activities before and after taxation

(708)

(654)


Total loss and comprehensive loss for the six months

(708)

(654)

3

Basic and diluted earnings per ordinary share

£(14.16)

£(13.08)

 

 

            

 

The amounts dealt with in the Statement of Comprehensive Income are all derived from continuing activities.

 

 

Statement of Changes in Equity (unaudited)


For the six months ended 31 March 2012

Called-up Share Capital
£'000

Revenue Reserves
£'000

Total Shareholders' Funds
£'000

Total equity at 1 October 2011

50

(3,102)

(3,052)

Total comprehensive loss for the six months        

-

(708)

(708)

Total Equity attributable to the owners of the parent at 31 March

50

(3,810)

(3,760)

 

 

 

Statement of Changes in Equity (unaudited)

 

For the six months ended 31 March 2012

Called-up Share Capital
£'000

Revenue Reserves
£'000

Total Shareholders' Funds
£'000

Total equity at 1 October 2011

50

(2,017)

(1,967)

Total comprehensive loss for the six months        

-

(654)

(654)

Total Equity attributable to the owners of the parent at 31 March

50

(2,671)

(2,621)

 

 

Balance Sheet (unaudited)

 

Note


As at 31 Mar
2012
£'000

(Audited)

As at 30 Sept

2011

£'000

As at 31 Mar 2011

£'000


Current Assets





Loans and receivables

50,322

49,485

48,429


Current tax asset

468

182

-


Cash and cash equivalents

315

315

315



51,105

49,982

48,744


Current Liabilities





Other payables

(6)

-

(100)


Net Current Assets

51,099

49,982

48,644


Non-current Liabilities





Zero dividend preference shares

(54,859)

(53,034)

(51,265)


Net Liabilities

(3,760)

(3,052

(2,621)


Capital and Reserves




4

Called-up ordinary share capital

50

50

50


Retained earnings

(3,810)

(3,102)

(2,671)


Total Equity Shareholders' Funds

(3,760)

(3,052)

(2,671)

 

 

            

The notes on pages 6 to 7 form an integral part of the financial statements.

 

 

The Statement of Cash Flow (unaudited)

 

For the six months ended 31 March                                                                                  2012                    2011

                                                                                                                                                  £'000                   £'000      

         Operating Activities                                                                                                            -                          -

         Net cash from operating activities                                                                                  -                          -

         Financing Activities                                                                                                            -                          -

         Net cash from Financing Activities                                                                                 -                          -

Cash and cash equivalents at the beginning of the period                                           315                      315

Cash and cash equivalents at the end of the period                                                      315                      315

 

 

Notes to the Accounts

 

Within the notes to the Half Year Report, all current and comparative data covering periods to, or as at, 31 March are unaudited.

 

 

1 Basis of Preparation

 

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 the year ended 30 September 2011, 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 2006 applicable to companies reporting under IFRS, have been delivered to the Registrar of Companies. The Auditor's opinion on those accounts was unqualified, did not contain an emphasis of matter paragraph 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 2012, 30 September 2011 and 31 March 2011 and for the periods ended 31 March 2012 and 31 March 2011, the related Consolidated Statement of Income, Consolidated Statement of Comprehensive 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. The accounting policies adopted are consistent with those of the previous financial year and with IAS 34 'Interim Financial Reporting', as adopted by the European Union, and are set out in the Annual Report for the year ended 30 September 2011, which is available on the Company's website (www.electraequity.com/eltz). The financial statements have been prepared on a going concern basis and under the historical cost basis of accounting, modified to include the revaluation of certain assets at fair value.

 

 

2 Segmental Analysis

 

The chief operating decision-maker has been identified as Electra Partners. Electra Partners considers there to be only one business segment and there is therefore no further segmental analysis.

 

 

3 Earnings per Share 

 

For the six months ended 31 March                                                                                  2012                    2011

                                                                                                                                                        £                          £

Earnings per ordinary share (basic and diluted)                                                                    (14.16)                (13.08)

 

The calculation of earnings per share is based on the loss attributable to the owners of the parent of

£708,000 (2011: £654,000) and on a weighted average number of 50,000 (2011: 50,000) ordinary shares of £1 each in issue.

 

 

4 Share Capital

 

As at 31 March                                                                                                                        2012                    2011

                                                                                                                                                 £'000                    £'000

Allotted, called up and fully paid 50,000 ordinary shares of £1 each                                          50                        50

 

 

5 Related Party Transactions

Pursuant to a loan agreement between the Company and Electra, in 2009 the Company lent Electra the whole of the net proceeds of the ZDP shares and these funds continue to be managed in accordance with the investment policy of Electra. This loan is on terms requiring its repayment by Electra to the Company at any time up to or immediately prior to the ZDP repayment date. As at 31 March 2012 the outstanding balance of the loan was £50,322,000 (31 March 2011: £48,429,000) including interest accrued of £5,586,000 (31 March 2011: £3,374,000).

 

 

6 Immediate and Ultimate Parent

The Company's immediate and ultimate parent undertaking is Electra, a company incorporated in Great Britain and registered in England and Wales. Copies of the financial statements are available at the Company's registered office at Paternoster House, 65 St Paul's Churchyard, London, EC4M 8AB.

 

 

 

Independent Auditors' Report

 

To Electra Private Equity Investments PLC

 

We have been engaged by the Company to review the condensed financial statements in the half-yearly financial report for the six months ended 31 March 2012, which comprises the Statement of Comprehensive Income, Statement of Changes in Equity, Balance Sheet, Cash Flow Statement and related Notes. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

 

Directors' responsibilities

 

The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.

 

As disclosed in Note 1, the annual financial statements of the group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting", as adopted by the European Union.

 

Our responsibility

 

Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review. This report, including the conclusion, has been prepared for and only for the Company for the purpose of the Disclosure and Transparency Rules of the Financial Services Authority and for no other purpose. We do not, in producing this report, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

 

Scope of review

 

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

Conclusion

 

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 31 March 2012 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.

 

 

PricewaterhouseCoopers LLP

Chartered Accountants

London

28 May 2012

 

 

Notes:

·      The maintenance and integrity of the Electra Private Equity Investments PLC website is the responsibility of the directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the website.

·      Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

 

 

 

Contact Details

 

Board of Directors

Colette Bowe (Chairman)

Geoffrey Cullinan (appointed to the Board on 28 May 2012)

Roger Perkin

Michael Walton (retired from the Board on 28 May 2012)

Telephone +44 (0)20 7214 4200

 

Secretary

Frostrow Capital LLP

25 Southampton Buildings

London WC2A 1AL

Telephone +44 (0)20 3008 4910

 

Registered Office

Paternoster House

65 St Paul's Churchyard

London EC4M 8AB

 

Company Number

06885579

 

Registered Independent Auditors

PricewaterhouseCoopers LLP

Chartered Accountants &

Statutory Auditors

7 More London Riverside

London SE1 2RT

 

Stockbroker

J.P. Morgan Cazenove

 

Registrar and Transfer Office

Equiniti Limited

Aspect House

Spencer Road

Lancing

West Sussex BN99 6DA

Telephone (UK) 0871 384 2351 *

Textel/Hard of hearing line (UK) 0871 384 2255 *

Telephone (Overseas) +44 121 415 7047

 

 

* Calls to these numbers cost 8p per minute from a BT landline. Other providers' costs may vary. Lines open 8.30am to 5.30pm, Monday to Friday.

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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