TIDMBC12 TIDMBCAP
RNS Number : 8833X
Better Capital PCC Limited
23 December 2019
23 December 2019
BETTER CAPITAL PCC LIMITED
(the "Company")
INTERIM RESULTS UPDATE
Better Capital PCC Limited announces its 2019 interim results
for both the 2009 Cell and the 2012 Cell.
2009 Cell Interim Results
-- NAV at 30 September 2019: GBP26.4 million, NAV at 31 March
2019: GBP27.8 million, NAV at 30 September 2018: GBP28.3
million
-- GBP210.0 million total capital raised
-- GBP203.8 million net proceeds invested in Fund I
-- GBP288.8 million/137.5 per cent. cumulative distributions and redemptions to date
Key Financials
NAV GBP26.4 m
------------------------------------------------------ --------------
NAV per share 74.87 pence
------------------------------------------------------ --------------
Annualised NAV total return (including distributions)
(1) 6.4 per cent.
------------------------------------------------------ --------------
Share price at 30 September 2019 48.50 pence
------------------------------------------------------ --------------
Market capitalisation at 30 September 2019 GBP17.1m
------------------------------------------------------ --------------
-- 9 total platform investments
-- 10 follow-on investments
-- 7 realisations - Gardner, Santia, ATH Coal, Calyx Managed
Services Reader's Digest, Fairline, SPOT(2)
-- 2 remaining assets - m-hance, Omnico
-- 8.7 years average holding period of remaining portfolio companies
-- GBP0.3 million net debt across Fund I portfolio companies
(1) Internal rate of return since inception, based on the net
proceeds of share issues and distributions to shareholders
(2) SPOT, a minority holding in Fund I
2012 Cell Interim Results
-- NAV at 30 September 2019: GBP46.6 million, NAV at 31 March
2019: GBP55.6 million, NAV at 30 September 2018: GBP58.0
million
-- GBP355.5 million total capital raised
-- GBP347.4 million net proceeds invested in Fund II
-- GBP99.6 million/28.0 per cent. cumulative distributions to date
Key Financials
NAV GBP46.6 m
------------------------------------------------------- -----------------
NAV per share 16.11 pence
------------------------------------------------------- -----------------
Annualised NAV total decline (including distributions)
(1) (12.9) per cent.
------------------------------------------------------- -----------------
Share price at 30 September 2019 7.85 pence
------------------------------------------------------- -----------------
Market capitalisation at 30 September 2019 GBP22.7 m
------------------------------------------------------- -----------------
-- 6 total platform investments
-- 1 follow-on investment
-- 4 realisations -iNTERTAIN, City Link, Jaeger, Northern Aerospace
-- 2 remaining assets - Everest, SPOT
-- 6.4 years average holding period of remaining portfolio companies
-- GBP25.6 million net debt across Fund II portfolio companies
(1) Internal rate of return since inception, based on the net
proceeds of share issues and distributions to shareholders
For further information, please contact:
+44 (0) 1481 742
Better Capital PCC Limited 742
Norman Amey (Administrator and Company Secretary)
+44 (0) 20 7260
Numis Securities 1000
Nathan Brown
Chairman's Statement
Better Capital PCC Limited, including its two cells, the 2009
Cell and the 2012 Cell, today issues its Interim Report for the six
month period ended 30 September 2019.
Better Capital 2009 Cell
The 2009 Cell NAV summary is set out below.
The table below summarises the movement of cost and fair value
at Fund level and so does not reflect the movement of the primary
statements. The total composition of the 2009 Cell NAV has been
analysed below.
Value Movement Movement Value
at Mar at cost in value at Sept
2019 GBP'm GBP'm 2019
GBP'm GBP'm
m-hance 10.8 (0.3) 0.3 10.8
-------- --------- ---------- ---------
Omnico 14.0 (0.3) (1.2) 12.5
-------- --------- ---------- ---------
24.8 (0.6) (0.9) 23.3
-------- --------- ---------- ---------
Fund cash on deposit 2.9 3.0
-------- --------- ---------- ---------
Fund & SPV combined other net 0.1 -
assets attributable to 2009 Cell
-------- --------- ---------- ---------
Provision for carried interest - -
-------- --------- ---------- ---------
2009 Cell fair value of investment
in Fund I 27.8 26.3
-------- --------- ---------- ---------
2009 Cell cash on deposit 0.1 0.1
-------- --------- ---------- ---------
2009 Cell current assets less (0.1) -
liabilities
-------- --------- ---------- ---------
2009 Cell NAV 27.8 26.4
-------- --------- ---------- ---------
The Fund I portfolio value declined by GBP1.5 million in the six
months to 30 September 2019. Omnico suffered a GBP1.5 million value
reduction, being a GBP1.2 million of value decline compounded by a
shareholder loan repayment of GBP0.3 million. Overall there was a 5
per cent. decline in the 2009 Cell NAV during the review
period.
m-hance is on track to achieve its FY19 budget at both the
revenue and EBITDA level. Over the course of the past year, the
business has fundamentally found product market fit, improved its
focus on delivery and sales conversion. External validation from
Microsoft has been beneficial, with m-hance recognised as the
market leader in legislative compliant CRM software for the
Not-for-Profit sector. The focus in the coming year is to leverage
on its solid current year performance and drive revenue and profit
growth further.
Whilst it is encouraging that Omnico continues to add net new
customers specifically to its new V6 product, profitability has
been impacted due to early issues with implementation, now
overcome, and further development work required to meet the
requirements of its US customers. Alan Moody, the incumbent CEO at
m-hance has been appointed Chair at Omnico.
Comprehensive details on Fund I's investment activities,
portfolio companies and valuation are set out in the Fund I GP's
report below.
Better Capital 2012 Cell
The 2012 Cell NAV summary is set out below.
The table below summarises the movement of cost and fair value
at Fund level and so does not reflect the movement of the primary
statements. The total composition of the 2012 Cell NAV has been
analysed below.
Value Movement Movement Value
at March at cost(1) in value at
2019 GBP'm GBP'm Sept 2019
GBP'm GBP'm
Everest 20.0 4.0 (9.0) 15.0
---------- ------------ ---------- -----------
SPOT 25.2 (2.5) 2.5 25.2
---------- ------------ ---------- -----------
2012 Shares 1.0 (6.4) 5.4(2) -
---------- ------------ ---------- -----------
46.2 (4.9) (1.1) 40.2
---------- ------------ ---------- -----------
Fund II cash on deposit 4.1 3.8(4)
---------- ------------ ---------- -----------
Fund II & SPV combined other
net assets attributable to
2012 Cell 5.0(3) 2.5(5)
---------- ------------ ---------- -----------
2012 Cell fair value of investment
in Fund II 55.3 46.5
---------- ------------ ---------- -----------
2012 Cell cash on deposit 0.4 0.1
---------- ------------ ---------- -----------
2012 Cell current assets less (0.1) -
liabilities
---------- ------------ ---------- -----------
2012 Cell NAV 55.6 46.6
---------- ------------ ---------- -----------
(1) The movements at cost are at Fund level
(2) Net movement based on the disposal of 12,677,471 2012 Shares
at the volume weighted average price on 2 July 2019, of 9.96
pps
(3) Included the remaining estimated net receivable from the
City Link administration, the iNTERTAIN proceeds in escrow and the
remainder of the proceeds from the warranty claim of CAV Aerospace
Limited.
(4) Includes partial proceeds from the iNTERTAIN escrow
(5) The net remaining iNTERTAIN proceeds in escrow which are
expected to be payable after the resolution of legacy matters
The 2012 Cell NAV declined by GBP9.0 million (16.2 per cent.) to
GBP46.6 million during the review period, principally due to the
further write down in Everest.
During the period, Fund II disposed of 12,677,471 2012 Shares to
the Company's 2012 Cell at 9.96 pence per share, totalling GBP1.3
million. The shares were immediately cancelled on acquisition by
the Company reducing the total 2012 Shares in issue from
302,181,436 to 289,503,965. The overall effect of this transaction
was to reduce the 2012 NAV per share decline in the period from -
16.2 per cent. to -12.5 per cent.
Separately to this, during the period the 2012 Shareholders
received distributions totalling GBP2.9 million (equivalent to 1.0
pps), following the disposal of subsidiaries in SPOT. This
distribution has been treated by the Company as a reduction of
share capital paid out of monies attributed to the "share capital
account".
Performance in Everest remains mixed, but generally
unsatisfactory since the issuance of the Annual Report.
Improvements have been seen in areas such as pipeline management
and the average timeframe taken to install. Cost of poor quality
remains an issue, offsetting the profit improvement initiatives.
The net effect has resulted in a reduction in the valuation by GBP5
million to GBP15 million. There has been changes in the executive
team. John Bostock, a seasoned interim turnaround operator has been
appointed Chairman. John was previously CFO at Gardner Aerospace.
In addition, a manufacturing director and two quality managers have
also been recently appointed.
SPOT has experienced a high level of activity during the review
period. This included the completion of the consolidation of its
footprint from four to two distribution centres and introducing
initiatives to target new sales. However, the market in which SPOT
operates continues to be largely contracting. Sales in OfficeTeam
have deteriorated stemming from purchasing cut-backs in its
customer base. Tightening of credit insurance availability has had
an adverse impact, particularly for Spicers customers. The effect
is that the market is seeing a higher level than normal of
corporate failures and considerable efforts at consolidation. SPOT
is well-positioned to take advantage of the changing market
dynamics due to the relative strength of its balance sheet.
Further details on Fund II's activities, portfolio companies and
valuation are set out in the Fund II GP's report below.
Overall clearly not a good period despite very considerable
efforts by the Fund GPs and by management. All of the businesses
have clear potential for improvement and it remains frustrating
that it is taking so long to achieve.
Richard Crowder
Chairman
20 December 2019
Statement of Responsibility and Other Information
Responsibility Statement
The Directors confirm that to the best of their knowledge:
-- the condensed set of financial statements has been prepared
in accordance with IAS 34 'Interim Financial Reporting' as adopted
by the European Union; and
-- the Interim Financial Report meets the requirements of an
interim management report (as defined below), and includes a fair
review of the information required by:
a) DTR 4.2.7R of the Disclosure Guidance and Transparency Rules,
being an indication of important events that have occurred during
the first period of the financial year; and their impact on the
condensed set of financial statements; and a description of the
principal risks and uncertainties of the remaining six months of
the year; and
b) DTR 4.2.8R of the Disclosure Guidance and Transparency Rules,
being related party transactions that have taken place in the first
period of the current financial year and that have materially
affected the financial position or performance of the entity during
that period; and any changes in the related party transactions
described in the audited financial statements that could do so.
Interim management report
-- Important events of the interim period
The important events that have occurred during the interim
period and the key factors influencing the financial statements are
all set out in this report, comprising: the Chairman's Statement,
Fund I General Partner's Report, Investment Report of Fund I, Fund
II General Partner's Report, Investment Report of Fund II and the
Financial Statement sections.
-- Principal risks
There are a number of risks that could have a material impact on
the future performance of the Company.
The Board considers that the principal risks and uncertainties
have not materially altered from those published in the Annual
Report for the year ended 31 March 2019. The Company's principal
risk relates to the financial and operational performance of the
Fund I and Fund II portfolios. The Board has considered the impact
of Brexit and the recent electoral results and political climate in
light of each portfolio company valuation.
The Company's principal risk factors are fully discussed in the
Company's prospectuses, available on the Company's website
www.bettercapital.gg.
The Directors of the Company are listed below and have been
directors throughout the period.
By order of the Board
Richard Crowder
Chairman
20 December 2019
Independent Review Report to Better Capital PCC Limited
Introduction
We have been engaged by the Company to review the condensed set
of financial statements in the interim financial report for the six
months ended 30 September 2019 which comprises the Company
Condensed Statement of Financial Position, Company Condensed
Statement of Comprehensive Income, Company Condensed Statement of
Changes in Equity, Company Condensed Statement of Cash Flows and
Company related notes.
We have read the other information contained in the interim
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 interim financial report is the responsibility of and has
been approved by the directors. The directors are responsible for
preparing the interim financial report in accordance with the
Disclosure Guidance and Transparency Rules of the United Kingdom's
Financial Conduct Authority.
As disclosed in note 2, the annual financial statements of the
Company are prepared in accordance with International Financial
Reporting Standards (IFRSs) as adopted by the European Union. The
condensed set of financial statements included in this interim
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 interim financial
report based on our review.
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 Financial Reporting Council 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 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 interim financial report for the six months ended 30
September 2019 is not prepared, in all material respects, in
accordance with International Accounting Standard 34, as adopted by
the European Union, and the Disclosure Guidance and Transparency
Rules of the United Kingdom's Financial Conduct Authority.
Use of our report
Our report has been prepared in accordance with the terms of our
engagement to assist the Company in meeting its responsibilities in
respect of interim financial reporting in accordance with the
Disclosure Guidance and Transparency Rules of the United Kingdom's
Financial Conduct Authority and for no other purpose. No person is
entitled to rely on this report unless such a person is a person
entitled to rely upon this report by virtue of and for the purpose
of our terms of engagement or has been expressly authorised to do
so by our prior written consent. Save as above, we do not accept
responsibility for this report to any other person or for any other
purpose and we hereby expressly disclaim any and all such
liability.
BDO Limited
Chartered Accountants
Place du Pré,
Rue du Pré,
St Peter Port,
Guernsey
20 December 2019
Condensed Statement of Financial Position
As at 30 September 2019
As at As at As at
30 September 30 September 31 March
2019 2018 2019
Notes GBP'000 GBP'000 GBP'000
(unaudited) (unaudited) (audited)
ASSETS:
Non-current assets
Investment in Limited
Partnerships 4 72,859 85,596 83,072
------------- ------------- ------------
Total non-current assets 72,859 85,596 83,072
------------- ------------- ------------
Current assets
Trade and other receivables 3 - 7
Cash and cash equivalents 314 904 512
------------- -------------
Total current assets 317 904 519
------------- ------------- ------------
TOTAL ASSETS 73,176 86,500 83,591
------------- ------------- ------------
Current liabilities
Trade and other payables (147) (168) (185)
-------------
Total current liabilities (147) (168) (185)
------------- ------------- ------------
TOTAL LIABILITIES (147) (168) (185)
------------- ------------- ------------
NET ASSETS 73,029 86,332 83,406
============= ============= ============
EQUITY
Share capital 6 231,731 235,889 235,889
Accumulated losses (158,702) (149,557) (152,483)
-------------
TOTAL EQUITY 73,029 86,332 83,406
============= ============= ============
Number of 2009 Shares
in issue at
period/year end 6 35,262,505 35,262,505 35,262,505
============= ============= ============
Number of 2012 Shares
in issue at period/year
end 6 289,503,965 302,181,436 302,181,436
============= ============= ============
Net asset value per 2009
Share (pence) 8 74.87 80.28 78.85
Net asset value per 2012
Share (pence) 8 16.11 19.20 18.40
The unaudited condensed interim financial statements of the
Company were approved and authorised for issue by the Board of
Directors on 20 December 2019 and signed on their behalf by:
Richard Crowder Richard Battey
Chairman Director
The notes below form an integral part of the Company's condensed
interim financial statements.
Condensed Statement of Comprehensive Income
For the six months ended 30 September 2019
Six months Six months
to 30 September to 30 September Year ended
2019 2018 31 March 2019
Notes GBP'000 GBP'000 GBP'000
(unaudited) (unaudited) (audited)
Income
Change in fair value of
Investments in Limited
Partnerships 4 (6,042) (38,682) (41,206)
Distributions 150 - -
Total income (5,892) (38,682) (41,206)
------------------ ----------------- ---------------
Expenses
Administration fees 88 110 202
Directors' fees and expenses 7 108 119 238
Legal and professional
fees 53 70 161
Other fees and expenses 25 29 53
Audit fees 24 33 67
Insurance premiums - - 27
Registrar fees 29 39 54
-----------------
Total expenses 327 400 802
------------------ ----------------- ---------------
Loss and total comprehensive
expense for the period/year (6,219) (39,082) (42,008)
================== ================= ===============
Basic and diluted earnings
per 2009 Share (pence) 8 (3.97) (34.33) (35.77)
================== ================= ===============
Basic and diluted earnings
per 2012 Share (pence) 8 (1.63) (8.73) (9.62)
================== ================= ===============
The notes below form an integral part of the Company's condensed
interim financial statements.
Condensed Statement of Changes in Equity
For the six months ended 30 September 2019
Share Accumulated Total
capital losses equity
GBP'000 GBP'000 GBP'000
As at 1 April 2019 235,889 (152,483) 83,406
Loss and total comprehensive
expense for the financial period - (6,219) (6,219)
Total comprehensive expense
for the period - (6,219) (6,219)
Transactions with owners
Distributions (2,895) - (2,895)
Share buyback and cancellation (1,263) - (1,263)
Total transactions with owners (4,158) - (4,158)
--------- ------------ ---------
As at 30 September 2019 (unaudited) 231,731 (158,702) 73,029
========= ============ =========
Share Accumulated Total
capital losses equity
GBP'000 GBP'000 GBP'000
As at 1 April 2018 288,950 (110,475) 178,475
Loss and total comprehensive
expense for the financial period - (39,082) (39,082)
--------- ------------ ---------
Total comprehensive expense
for the period - (39,082) (39,082)
--------- ------------ ---------
Transactions with owners
Distributions (48,348) - (48,348)
Share buyback and cancellation (4,713) - (4,713)
--------- ------------ ---------
Total transactions with owners (53,061) - (53,061)
--------- ------------ ---------
As at 30 September 2018 (unaudited) 235,889 (149,557) 86,332
========= ============ =========
Share Accumulated Total
capital losses equity
GBP'000 GBP'000 GBP'000
As at 1 April 2018 288,950 (110,475) 178,475
Loss and total comprehensive
expense for the financial year - (42,008) (42,008)
--------- ------------ ---------
Total comprehensive expense
for the year - (42,008) (42,008)
--------- ------------ ---------
Transactions with owners
Distributions (48,348) - (48,348)
Share buyback and cancellation (4,713) - (4,713)
Total transactions with owners (53,061) - (53,061)
--------- ------------ ---------
As at 31 March 2019 (audited) 235,889 (152,483) 83,406
========= ============ =========
The notes below form an integral part of the Company's condensed
interim financial statements.
Condensed Statement of Cash Flows
For the six months ended 30 September 2019
Six months Six months
to to Year ended
30 September 30 September 31 March
2019 2018 2019
GBP'000 GBP'000 GBP'000
(unaudited) (unaudited) (audited)
Cash flows from operating
activities
Loss for the financial
period/year (6,219) (39,082) (42,008)
Adjustments for:
Change in fair value of
investments in Limited
Partnerships 6,042 38,682 41,206
Movement in debtors and
prepayments 4 855 811
Movement in creditors and
accruals (38) (66) (12)
Repayment of loan investment
in Limited Partnerships 2,908 48,361 48,361
Net cash generated from
operating activities 2,697 48,750 48,358
------------- ------------- -----------
Cash flow used in financing
activities
Distributions (2,895) (48,348) (48,348)
Net cash used in financing
activities (2,895) (48,348) (48,348)
------------- ------------- -----------
Net movement in cash and
cash equivalents during
the period/year (198) 402 10
Cash and cash equivalents
at the beginning of the
period/year 512 502 502
Cash and cash equivalents
at the end of the period/year 314 904 512
============= ============= ===========
The notes below form an integral part of the Company's condensed
interim financial statements.
Notes to the Condensed Interim Financial Statements
For the six months ended 30 September 2019
1. General information
Better Capital PCC Limited is a Closed-ended Investment Company
incorporated in, and controlled from Guernsey as a Protected Cell
Company. It has an unlimited life and is registered with the GFSC
as a Registered Closed-ended Collective Investment Scheme pursuant
to the POI Law.
The Company maintains a separate cell account for each class of
shares, to which the capital proceeds of issue and the income
arising from the investment of these proceeds in the respective
fund are credited, and against which the expenses allocated are
charged. In any final redemption, shareholders are only entitled to
their proportion of the net assets held in the cell relating to the
particular shares.
The Company has two cells: 2009 Cell and 2012 Cell. The
unaudited financial results for each cell can be found below.
2. Accounting policies
Basis of preparation
The unaudited company condensed financial information included
in the interim financial report for the six months ended 30
September 2019 has been prepared in accordance with the DTRs and
Listing Rules of the UK's FCA and IAS 34, 'Interim Financial
Reporting' as adopted by the EU.
The interim financial statements do not include all the
information and disclosures required in the annual financial
statements and should be read in conjunction with the Company's
annual financial statements for the year to 31 March 2019, which
are available on the Company's website www.bettercapital.gg. The
annual financial statements have been prepared in accordance with
EU adopted IFRS.
The Company does not operate in an industry where significant or
cyclical variations, as a result of seasonal activity, are
experienced during the financial period.
The same accounting policies and methods of computation are
followed in the interim financial statements as in the annual
financial statements for the year to 31 March 2019.
There was one new standard applied during the period ended 30
September 2019.
IFRS 16: Leases was adopted for the accounting period beginning
on 1 April 2019. As the Company has no leases, there was no impact
from the adoption of IFRS 16.
Going concern
After making appropriate enquiries, the Directors have a
reasonable expectation that the Company, and in turn Funds I and II
and the Cells, have adequate resources to continue in operational
existence for the foreseeable future and do not consider there to
be any threat to the going concern status of the Company. For this
reason, they continue to adopt the going concern basis in preparing
these interim financial statements.
Critical accounting judgement and estimation uncertainty
Use of estimates and judgements
The preparation of financial statements requires management to
make judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of
assets, liabilities, income and expenses.
The critical accounting judgements and estimation uncertainties
for the 2009 Cell and 2012 Cell are stated below.
Taxation
The Company and Cells are exempt from taxation in Guernsey.
3. Segmental reporting
For management purposes, the Company is organised into two main
operating segments, being the 2009 Cell and the 2012 Cell. Full
details of the 2009 Cell's and 2012 Cell's results are shown
below.
4. Investment in Limited Partnerships
Total Investment:
Total
GBP'000
Fair value
Brought forward 83,072
Fair value movement during period (6,042)
Repayment of loan investment in Fund I (4,171)(1)
Fair value as at 30 September 2019 (unaudited) 72,859
===========
Total
GBP'000
Fair value
Brought forward 177,352
Fair value movement during period (38,682)
Repayment of loan investment in Fund I (53,074)
Fair value as at 30 September 2018 (unaudited) 85,596
=========
Total
GBP'000
Fair value
Brought forward 177,352
Fair value movement during year (41,206)
Repayment of loan investment in Fund I (53,074)
Fair value as at 31 March 2019 (audited) 83,072
=========
(1) Of the GBP4.2m repayment, GBP1.3m was a non-cash repayment
by way of a share buyback and cancellation of 12,677,471 2012
Shares at the volume weighted average price on 2 July 2019.
The movement in fair value is derived from the fair value
movements in the underlying investments held by Fund I and Fund II,
net of income and expenses of Fund I and Fund II and their related
special purpose vehicles.
The outstanding loans, which form part of the overall investment
in the Limited Partnership do not incur interest. The fair value of
the loans is expected to be repaid by way of distributions from the
Funds. The Company is not entitled to demand repayment of the
outstanding loans, however, the General Partners may, upon request
by the Company, repay to the Company any amount of the outstanding
loan. During the period GBP4.2 million was repaid to the Company by
Fund II (Six months to 30 September 2018: GBP53.1 million, Year to
31 March 2019: GBP53.1 million).
In the financial statements of the Company, the fair value of
the investments in Limited Partnerships are adjusted to reflect the
fair value of the Cells' attributable valuation of net assets
within Fund I and Fund II, as seen in more detail in Note 5.
5. Fair value
The level in the fair value hierarchy within which the financial
assets or financial liabilities are categorised is determined on
the basis of the lowest level of input that is significant to the
fair value measurement.
The fair value hierarchy has the following levels:
- Level 1 - quoted prices (unadjusted) in active markets for
identical assets or liabilities.
- Level 2 - inputs other than quoted prices included within
Level 1 that are observable for the assets or liabilities, either
directly (i.e. as prices) or indirectly (i.e. derived from
prices).
- Level 3 - inputs for the assets or liabilities that are not
based on observable market data (unobservable inputs).
The only financial instruments carried at fair value are the
investments in Fund I and Fund II which are fair valued at each
reporting date.
The Company's investments in Fund I and Fund II have been
classified within Level 3 as they have unobservable inputs and are
not traded. Amounts classified as Level 3 for the period are
GBP26.3 million for Fund I (30 September 2018: GBP28.1 million, 31
March 2019: GBP27.8 million) and GBP46.5 million for Fund II (30
September 2018: GBP57.5 million, 31 March 2019: GBP55.3
million).
Transfers during the period
There have been no transfers between levels during the
period.
Valuation techniques
The value of the Cells' investments in the Funds is based on the
value of each Cell's limited partner capital and loan accounts
within each Fund. This is based on the components within the Funds,
principally the value of the underlying investee companies. Any
fluctuation in the value of the underlying investee companies will
directly impact on the value of the Company's investment in the
Funds.
When valuing the underlying investee companies, the GPs of each
Fund review information provided by the underlying investee
companies and other business partners and apply IPEV methodologies
to estimate a fair value that is in adherence to the requirements
of IFRS 13 'Fair Value Measurement' as at the reporting date.
The primary method of valuation is the earnings multiple
valuation technique, where a multiple that is an appropriate and
reasonable indicator of value (given the size, risk profile and
earnings growth prospects of the underlying company) is applied to
the maintainable earnings of the company. Other methods, as deemed
suitable by the GPs, may be used, such as revenue multiple, net
assets, break-up value or discounted cash flows. The techniques
used in determining the fair value of the Cells' investments are
selected on an investment by investment basis so as to maximise the
use of market based observable inputs.
Fund II's investment in the shares of the 2012 Cell were valued
at the quoted price.
The Board reviews and considers the fair value arrived at by the
GPs before incorporating into the fair value of the investment
adopted by the Company. The variety of valuation bases adopted,
quality of management information provided by the underlying
investee companies and the lack of liquid markets for the
investments mean that there are inherent difficulties in
determining the fair value of these investments that cannot be
eliminated. Therefore the amounts realised on the disposal of
investments may differ from the fair values reflected in these
interim financial statements and the differences may be
significant.
The significant unobservable inputs in the 2009 Cell and in the
2012 Cell are shown below.
6. Share capital
Core shares
Authorised:
The Company is authorised to issue an unlimited amount of
ordinary shares at GBP1 par value.
Issued and fully paid:
Period ended 30 September 2019
GBP
Core shares as at 1 April 2019 and as
at 30 September 2019 100
====
Period ended 30 September 2018
GBP
Core shares as at 1 April 2018 and as
at 30 September 2018 100
====
Year ended 31 March 2019
GBP
Core shares as at 1 April 2018 and as
at 31 March 2019 100
====
Cell shares
Authorised:
The Cells are authorised to issue an unlimited amount of
ordinary shares at GBP1 par value.
Period ended 30 September 2019
2009 Cell 2012 Cell Total
Issued and fully
paid:
Unlimited shares
of GBP1 par value No. No. No.
Shares as at 1 April
2019 35,262,505 302,181,436 337,443,941
Movements for the
period - (12,677,471) (12,677,471)
Shares as at 30 September
2019 35,262,505 289,503,965 324,766,470
=========== ============= =============
Share capital GBP'000 GBP'000 GBP'000
Share capital as
at 1 April 2019 - 235,889 235,889
Movements for the
period:
Distributions - (2,895) (2,895)
Buyback and cancellation - (1,263) (1,263)
Share capital as
at 30 September 2019 - 231,731 231,731
=========== ============= =============
Period ended 30 September 2018
2009 Cell 2012 Cell Total
Issued and fully
paid:
Unlimited shares
of GBP1 par value No. No. No.
Shares as at 1 April
2018 35,262,505 318,052,242 353,314,747
Movements for the
period - (15,870,806) (15,870,806)
Shares as at 30 September
2018 35,262,505 302,181,436 337,443,941
=========== ============= =============
Share capital GBP'000 GBP'000 GBP'000
Share capital as
at 1 April 2018 - 288,950 288,950
Movements for the
period:
Distributions - (48,348) (48,348)
Buyback and cancellation - (4,713) (4,713)
Share capital as
at 30 September 2018 - 235,889 235,889
=========== ============= =============
Year ended 31 March 2019
2009 Cell 2012 Cell Total
Issued and fully
paid:
Unlimited shares
of GBP1 par value No. No. No.
Shares as at 1 April
2018 35,262,505 318,052,242 353,314,747
Movements for the
year - (15,870,806) (15,870,806)
Shares as at 31 March
2019 35,262,505 302,181,436 337,443,941
=========== ============= =============
Share capital GBP'000 GBP'000 GBP'000
Share capital as
at 1 April 2018 - 288,950 288,950
Movements for the
year:
Distributions - (48,348) (48,348)
Buyback and cancellation - (4,713) (4,713)
Share capital as
at 31 March 2019 - 235,889 235,889
=========== ============= =============
The five cumulative distributions (reductions of share capital)
to date for the 2009 Cell total GBP288.8 million, being 137.5 per
cent. of funds raised.
The five cumulative distributions (reductions of share capital)
to date for the 2012 Cell total GBP99.6 million, being 28.0 per
cent. of funds raised.
7. Related party transactions
The Company has four non-executive Directors. Mr Jon Moulton is
a director and the sole shareholder of BECAP GP Limited, the
general partner of the Fund I GP and BECAP12 GP Limited, the
general partner of the Fund II GP and a substantial shareholder of
the Company.
Annual remuneration for each Director is as follows: the
Chairman receives GBP70,000, the Chairman of the audit committee
receives GBP62,500, the Chairman of the management engagement,
nomination and remuneration committee receives GBP60,000 and the
other non-executive Director receives GBP45,000. From 1 July 2019,
Mr Jon Moulton has waived his Directors' fees.
Directors' fees and expenses for the period to 30 September 2019
amounted to GBP108,000 (31 March 2019: GBP238,000, 30 September
2018: GBP119,000), of which GBP48,000 (31 March 2019: GBP59,000, 30
September 2018: GBP59,000) remained outstanding at the period
end.
8. Earnings per share and net asset value per share
The earnings per share and net asset value per share for the
2009 Cell and 2012 Cell are shown below.
9. Subsequent events
Subsequent events for 2009 Cell and 2012 Cell are detailed
below.
Better Capital 2009 Cell
Investment policy summary
Better Capital 2009 Cell has invested in a portfolio of
businesses which, when acquired, had significant operating issues
and associated financial distress, and which have significant
activities within the United Kingdom.
The 2009 Cell Investment policy is set out in the Company's
prospectus, available on the Company's website
www.bettercapital.gg.
General Partner's Report
Portfolio update
m-hance maintained its momentum from the early part of the year
and closed its third quarter for the FY19 financial year ending 31
December 2019 with an unaudited EBITDA of GBP0.7 million driven by
on budget gross margin performance and overhead cost management.
Cash management and strong financial processes remain major
strengths at m-hance. The business is on-track to achieve its FY19
revenue and EBITDA budget.
Since my last report, the business has seen several key wins
within the Not-for-Profit sector with major projects for The
Children's Society and Concern Worldwide being the key orders.
These orders were placed during Q2 FY19 providing a new record of
sales achieved in the business. As at 30 September new sales orders
were 22 per cent. higher year-on-year and are also ahead of budget.
The success of the new nfp365 product offerings and subsequent
order conversions within the Not-for-Profit sector has seen the
professional services order book increase significantly over recent
months. The operational focus is to ensure that the delivery of
these projects is efficient, effective and timely. The management
team under Alan Moody recognises resource utilisation, accurate
project management and high-quality delivery as the key indicators
to the success of projects.
During 2019 m-hance invested heavily in marketing with a range
of on-line and off-line activities designed to position the
business as a credible knowledge business partner for both new and
existing clients with the benefits beginning to be felt in a
growing sales pipeline in both new names and existing clients.
Continued investment in Microsoft technologies is borne out through
achieving multiple Gold Certifications which is awarded through a
co-ordinated and sustained training programme across the business.
In addition to Gold Certifications, m-hance has now achieved the
status of being a global managed partner within Microsoft's
Technology for Social Impact division.
The Enterprise Resource Planning sector has had a successful
period with strong order intake and delivery of its Making Tax
Digital for VAT products together with successful migrations of
customers from on premise solutions to cloud-based platforms within
the Microsoft Azure product set. In addition to investing in
existing technologies, during FY19, m-hance has invested in
training employees in Microsoft's new Enterprise Resource Planning
product, Business Central, whilst also developing new intellectual
property.
The focus on improving both the consistency as well as the level
of customer support has seen case backlog management continuing to
improve. This has resulted in quarter ended June and September 2019
backlogs being at the lowest level with daily planning,
cross-training and communication routines being the key drivers
behind the success.
Company-wide communications have continued throughout the period
with the implementation of a new company wide SharePoint solution
as well as the deployment of Microsoft's Teams. Both are being
utilised to facilitate and encourage effective and consistent
communication. Additionally, regular CEO updates and senior
management team attendance and presentation at departmental team
meetings has encouraged greater collaboration and a common set of
behaviours and values throughout the business. The success of these
initiatives can be seen from the latest employee survey results.
These showed positive progress with Net Promoter Score moving from
-13 to +31 in 12 months, "leadership communication" moving from 6.1
to 8.5 and "believing that the business is heading in the right
direction" increasing from 7.1 to 8.2.
The valuation for m-hance is unchanged at GBP10.8 million. This
has been derived using an earnings approach on the business's
maintainable earnings. At 30 September 2019, the business had net
debt of GBP0.1 million.
Omnico closed its FY19 financial year ended 30 September 2019
with unaudited revenue of GBP19.2 million and EBITDA of GBP1.7
million. At the half year, Omnico was performing in line with
budget and reported revenue and EBITDA of GBP11.0 million and
GBP1.9 million respectively. These unaudited figures are stated in
line with IFRS15 (revenue recognition) and IFRS16 (lease
accounting) standards which the business adopted in FY19.
Omnico's weaker performance in the second half of FY19 resulted
directly from difficulties in implementing the new V6 product into
new name US customers. During the second half of the year it became
apparent that the product was overly configurable, lacked some
sector specific functionality and that the implementation processes
were not sufficiently robust. As a result, Omnico commenced a
project to resolve the issues, diverting 600 resource days to
remedying these issues but at the cost of being unable to pursue
billable activities.
Subsequent new customers have deployed without the
aforementioned issues leaving Omnico confident in its strategy to
drive the business from a professional service led development
company to a product led software as a service organisation. This
journey is underpinned by a clear customer funded product work and
continued development of managed service offerings. To support this
transition, Omnico have augmented its leadership team through the
recruitment of Cloud Services and Professional Services directors
who bring experience of operating in a software as a service
environment to Omnico.
Omnico's customers continue to support the business and
particularly its new products and the pipeline remains strong.
Second half wins include a GBP1.2 million 6-year contract with a UK
local authority to deliver digital commerce and ticketing solutions
to its estate of leisure parks. In addition, Omnico has secured and
is delivering a contract to upgrade a major US theme park group to
the latest V6 software paving the way for opportunities to expand
Omnico's digital services into this key market. Omnico is
benefiting from the expansion of its theme park and casino markets
in Asia and is working with key US entertainment groups to offer
solutions into destinations in China and Hong Kong. The business
recognises the need to work with a local partner in this geography
and has recently announced a partnership agreement with JOS, a
local systems integrator and member of the Jardine Matheson
Group.
The Omnico board has been boosted with the appointment of Alan
Moody, the incumbent CEO at m-hance as Chair.
The V6 setback impacted on the business's FY19 profitability and
momentum resulting in a downgrade of its valuation from GBP14.0
million to GBP12.5 million. Omnico's valuation has been derived
using an earnings approach on its maintainable earnings. At 30
September 2019 Omnico had net debt of GBP0.2 million.
Closing remarks
The KPIs in m-hance are encouraging - the business is now well
positioned to drive profitable growth. Omnico should follow suit as
the V6 issues are fully resolved. The extension to the life of Fund
I by a further 18 months should help enhance value for all
stakeholders and at present exits look practicable in that
timeframe.
Jon Moulton
Chairman
BECAP GP Limited
20 December 2019
Investment Report of Fund I
m-hance
Business description
Implements, deploys and manages enterprise wide business
management software solutions (www.m-hance.com)
(www.highcloudsolutions.co.uk)
Investment details
30 September 31 March 30 September
GBP'm 2019 2019 2018
Fund I fair value (earnings
based) 10.8 10.8 10.5
Omnico Group
Business description
Provider of omni-channel software solutions and services to the
retail, hospitality, entertainment and leisure sectors
(www.omnicogroup.com)
Investment details
30 September 31 March 30 September
GBP'm 2019 2019 2018
Fund I fair value (earnings
based) 12.5 14.0 14.0
Portfolio summary
Fund fair
value Valuation
30 September investment in percentage of Valuation
2019 Sector Fund project cost(1) SPVs(2) NAV methodology
---------------- ------------------- --------------- ---------------
GBP'm GBP'm
Information
m-hance Systems 14.1 10.8 40.9% Earnings
Information
Omnico Group Systems 42.2 12.5 47.3% Earnings
56.3 23.3 88.2%
------------------- --------------- ---------------
Fund cash on deposit 3.0 11.4%
2009 Cell fair value of investment
in Fund I 26.3 99.6%
------------------------------------- ------ --------------------------------- --------------- ---------------
2009 Cell cash on
deposit 0.1 0.4%
2009 Cell NAV 26.4 100.0%
----------------- -------------------------- --------------------------------- --------------- ---------------
Summary income statement for the Partnership
1 Apr 2019 1 Apr 2018 1 Apr 2018
to to to
30 Sept 30 Sept 31 March
2019 2018 2019
GBP'000 GBP'000 GBP'000
--------------------------------------------- ----------- ----------- -----------
Total income 15 15 30
Net loss on Fund I investment portfolio (925) (11,700) (11,707)
Fund I GP's Share (245) (375) (691)
Other operating expenses (128) (91) (175)
Carried interest movement - 151 151
Distributions (150) - -
Partnership's operating loss
for the period/year (1,433) (12,000) (12,392)
---------------------------------------------- ----------- ----------- -----------
Portion of the operating loss for
the period/year for 2009 Cell's investment
in the Partnership (Note 4) (1,433) (12,000) (12,392)
----------------------------------------------- ----------- ----------- -----------
(1) Fund I holds its investments at cost less impairment in
accordance with the terms of the Limited Partnership Agreement.
(2) 2009 Cell fair values its investment in Fund I in accordance
with the accounting policies as set out in Note 2.
Cash Management
As at 30 September 2019, Fund I had placed a total of GBP3.0
million (31 March 2019: GBP2.9 million, 30 September 2018: GBP1.1
million) of cash on instant access deposit with one bank. Fund I
has in place a strict cash management policy that seeks to avoid
credit risk.
Standard
& Poor's 30 September 31 March 30 September
Counterparty Location Rating Term 2019 2019 2018
GBP'000 GBP'000 GBP'000
Barclays Instant
Bank PLC Guernsey A-1 access 2,986 2,921 1,130
INDEPENT REVIEW REPORT TO BETTER CAPITAL PCC LIMITED IN RESPECT
OF THE 2009 CELL
Introduction
We have been engaged by the Company to review the condensed set
of financial statements of the 2009 Cell, a cell of Better Capital
PCC Limited in the interim financial report for the six months
ended 30 September 2019 which comprises the 2009 Cell Condensed
Statement of Financial Position, the 2009 Cell Condensed Statement
of Comprehensive Income, the 2009 Cell Condensed Statement of
Changes in Equity, the 2009 Cell Condensed Statement of Cash Flows
and the 2009 Cell related notes.
We have read the other information contained in the interim
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 interim financial report is the responsibility of and has
been approved by the directors. The directors are responsible for
preparing the interim financial report in accordance with the
Disclosure Guidance and Transparency Rules of the United Kingdom's
Financial Conduct Authority.
As disclosed in note 2, the annual financial statements of the
2009 Cell are prepared in accordance with International Financial
Reporting Standards (IFRSs) as adopted by the European Union. The
2009 Cell's condensed set of financial statements included in this
interim 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 2009 Cell's condensed set of financial statements in the
interim financial report based on our review.
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 Financial Reporting Council 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 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 2009 Cell's condensed set of
financial statements in the interim financial report for the six
months ended 30 September 2019 is not prepared, in all material
respects, in accordance with International Accounting Standard 34,
as adopted by the European Union, and the Disclosure Guidance and
Transparency Rules of the United Kingdom's Financial Conduct
Authority.
Use of our report
Our report has been prepared in accordance with the terms of our
engagement to assist the Company in meeting its responsibilities in
respect of interim financial reporting in accordance with the
Disclosure Guidance and Transparency Rules of the United Kingdom's
Financial Conduct Authority and for no other purpose. No person is
entitled to rely on this report unless such a person is a person
entitled to rely upon this report by virtue of and for the purpose
of our terms of engagement or has been expressly authorised to do
so by our prior written consent. Save as above, we do not accept
responsibility for this report to any other person or for any other
purpose and we hereby expressly disclaim any and all such
liability.
BDO Limited
Chartered Accountants
Place du Pré,
Rue du Pré,
St Peter Port,
Guernsey
20 December 2019
Condensed Statement of Financial Position
As at 30 September 2019
As at As at As at
30 September 30 September 31 March
2019 2018 2019
Notes GBP'000 GBP'000 GBP'000
(unaudited) (unaudited) (audited)
ASSETS:
Non-current assets
Investment in Limited
Partnership 4 26,321 28,146 27,754
-------------
Total non-current assets 26,321 28,146 27,754
------------- ------------- -----------
Current assets
Trade and other receivables 1 - 2
Cash and cash equivalents 120 213 102
------------- -------------
Total current assets 121 213 104
------------- ------------- -----------
TOTAL ASSETS 26,442 28,359 27,858
------------- ------------- -----------
Current liabilities
Trade and other payables (40) (49) (54)
-------------
Total current liabilities (40) (49) (54)
------------- ------------- -----------
TOTAL LIABILITIES (40) (49) (54)
------------- ------------- -----------
NET ASSETS 26,402 28,310 27,804
============= ============= ===========
EQUITY
Share capital 6 - - -
Retained earnings 26,402 28,310 27,804
-------------
TOTAL EQUITY 26,402 28,310 27,804
============= ============= ===========
Number of 2009 Shares
in issue at period/year
end 6 35,262,505 35,262,505 35,262,505
============= ============= ===========
Net asset value per 2009
Share (pence) 8 74.87 80.28 78.85
The unaudited condensed interim financial statements of the 2009
Cell were approved and authorised for issue by the Company's Board
of Directors on 20 December 2019 and signed on its behalf by:
Richard Crowder Richard Battey
Chairman Director
The notes below form an integral part of the 2009 Cell condensed
interim financial statements.
Condensed Statement of Comprehensive Income
For the six months ended 30 September 2019
Six months Six months
to to Year ended
30 September 30 September 31 March
2019 2018 2019
Notes GBP'000 GBP'000 GBP'000
(unaudited) (unaudited) (audited)
Income
Change in fair value of
investment in Limited
Partnership 4 (1,433) (12,000) (12,392)
Distributions 4 150 - -
Total income (1,283) (12,000) (12,392)
------------- ------------- --------------------
Expenses
Administration fees 42 40 82
Directors' fees and expenses 7 36 27 54
Legal and professional
fees 17 16 34
Other fees and expenses 7 5 9
Audit fees 9 6 15
Insurance premiums - - 6
Registrar fees 8 13 21
-------------
Total expenses 119 107 221
------------- ------------- --------------------
Loss and total comprehensive
expense for the period/year (1,402) (12,107) (12,613)
============= ============= ====================
Basic and diluted earnings
per 2009 Share (pence) 8 (3.97) (34.33) (35.77)
============= ============= ====================
All activities derive from continuing operations.
The notes below form an integral part of the 2009 Cell condensed
interim financial statements.
Condensed Statement of Changes in Equity
For the six months ended 30 September 2019
Share Retained Total
capital earnings equity
GBP'000 GBP'000 GBP'000
As at 1 April 2019 - 27,804 27,804
Loss and total comprehensive
expense for the financial period - (1,402) (1,402)
Total comprehensive expense
for the period - (1,402) (1,402)
--------- --------- --------
As at 30 September 2019 (unaudited) - 26,402 26,402
========= ========= ========
Share Retained Total
capital earnings Equity
GBP'000 GBP'000 GBP'000
As at 1 April 2018 - 40,417 40,417
Loss and total comprehensive
expense for the financial period - (12,107) (12,107)
Total comprehensive expense
for the period - (12,107) (12,107)
--------- --------- ---------
As at 30 September 2018 (unaudited) - 28,310 28,310
========= ========= =========
Share Retained Total
capital earnings equity
GBP'000 GBP'000 GBP'000
As at 1 April 2018 - 40,417 40,417
Loss and total comprehensive
expense for the financial year - (12,613) (12,613)
Total comprehensive expense
for the year - (12,613) (12,613)
--------- --------- ---------
As at 31 March 2019 (audited) - 27,804 27,804
========= ========= =========
The notes below form an integral part of the 2009 Cell condensed
interim financial statements.
Condensed Statement of Cash Flows
For the six months ended 30 September 2019
Six months Six months Year ended
to to
30 September 30 September 31 March
2019 2018 2019
GBP'000 GBP'000 GBP'000
(unaudited) (unaudited) (audited)
Cash flows used in operating
activities
Loss for the financial period/year (1,402) (12,107) (12,613)
Adjustments for:
Change in fair value of investment
in limited partnership 1,433 12,000 12,392
Movement in trade and other
receivables 1 2 -
Movement in trade and other
payables (14) (13) (8)
Repayment of loan investment
in limited partnership - - -
Net cash generated from/(used
in) operating activities 18 (118) (229)
------------- ------------- -----------
Net movement in cash and
cash equivalents during the
period/year 18 (118) (229)
Cash and cash equivalents
at the beginning of the period/year 102 331 331
Cash and cash equivalents
at the end of the period/year 120 213 102
============= ============= ===========
The notes below form an integral part of the 2009 Cell condensed
interim financial statements.
Notes to the Condensed Interim Financial Statements
For the six months ended 30 September 2019
1. General information
The 2009 Cell is a cell of Better Capital PCC Limited.
Fund I is managed by its general partner, BECAP GP LP, which is
in turn managed by its general partner BECAP GP Limited. Such
arrangements are governed under the respective Limited Partnership
Agreements.
The 2009 Cell is listed on the London Stock Exchange Main
Market.
2. Accounting policies
Basis of preparation
The unaudited 2009 Cell condensed financial information included
in the interim financial report for the six months ended 30
September 2019 has been prepared in accordance with the DTRs and
Listing Rules of the UK's FCA and IAS 34, 'Interim Financial
Reporting' as adopted by the EU.
The interim financial statements do not include all the
information and disclosures required in the annual financial
statements and should be read in conjunction with the Company's
annual financial statements for the year to 31 March 2019, which
are available on the Company's website www.bettercapital.gg. The
annual financial statements have been prepared in accordance with
EU adopted IFRS.
The principal accounting policies adopted are set out in the
Company's accounting policies above.
Going concern
After making appropriate enquiries and considering the extension
to the life of Fund I to 17 June 2021, the Directors have a
reasonable expectation that the 2009 Cell, and in turn Fund I, have
adequate resources to continue in operational existence for the
foreseeable future and do not consider there to be any threat to
the going concern status of the 2009 Cell. For this reason, they
continue to adopt the going concern basis in preparing these
financial statements.
Critical accounting judgement and estimation uncertainty
Use of estimates and judgements
The preparation of financial statements requires management to
make judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of
assets, liabilities, income and expenses.
Estimates and judgements are continually evaluated and are based
on historical experience and other factors, including expectations
of future events that are believed to be reasonable under the
circumstances.
The areas involving a high degree of judgement or complexity or
areas where assumptions and estimates are significant to the
interim financial statements are disclosed below. Revisions to
accounting estimates are recognised in the period for which the
estimate is revised and in any future periods affected.
The resulting accounting estimates will, by definition, seldom
equal the related actual results.
Investment in Fund I
The value of the 2009 Cell's investment in Fund I is based on
the value of the 2009 Cell's limited partner capital and loan
accounts within Fund I. This is based on the components within Fund
I, principally the value of the underlying investee companies. Any
fluctuation in the value of the underlying investee companies
directly impacts on the value of the 2009 Cell's investment in Fund
I.
When valuing the underlying investee companies, the General
Partner of Fund I reviews information provided by the underlying
investee companies and other business partners and applies IPEV
methodologies, as noted below, to estimate a fair value as at the
date of the statement of financial position. The variety of
valuation bases adopted, quality of management information provided
by the underlying investee companies and the lack of liquid markets
for the investments mean that there are inherent difficulties in
determining the fair value of these investments that cannot be
eliminated. Therefore the amounts realised on the sale of
investments will likely differ from the fair values reflected in
these financial statements and the differences may be
significant.
Further information in relation to the valuation of the
investment in Fund I is disclosed in Notes 4 and 5.
2. Segmental reporting
For management purposes, the 2009 Cell is organised into one
main operating segment, which invests in one limited
partnership.
3. Investment in Limited Partnership
Total
GBP'000
Fair value
Brought forward 27,754
Fair value movement during period (1,433)
Fair value as at 30 September 2019
(unaudited) 26,321
========
Total
GBP'000
Fair value
Brought forward 40,146
Fair value movement during period (12,000)
Fair value as at 30 September 2018
(unaudited) 28,146
=========
Total
GBP'000
Fair value
Brought forward 40,146
Unrealised fair value movement during
the year (12,392)
Fair value as at 31 March 2019 (audited) 27,754
=========
The movement in fair value of the Fund I investment is derived
from the fair value decrease in Omnico, net of expenses of Fund I
and its related special purpose vehicles.
In the financial statements of the 2009 Cell the fair value of
the investment in the Limited Partnership is adjusted to reflect
the fair value of the 2009 Cell's attributable valuation of net
assets within Fund I, as seen in more detail in Note 5.
During the period, Fund I returned GBP0.2 million to the 2009
Cell by way of distribution (Six months to 30 September 2018:
GBPnil, Year to 31 March 2019: GBPnil).
5. Fair value
The level in the fair value hierarchy within which the financial
assets or financial liabilities are categorised is determined on
the basis of the lowest level of input that is significant to the
fair value measurement. The fair value hierarchy and further
information on valuation techniques can be found in Note 5 in the
Company financial statements.
The following table summarises the valuation methodologies and
inputs used for the 2009 Cell's Level 3 investments as at the
period end:
Valuation Description Input Adjustments Discount Rate Discounted
Methodology Applied Multiples
to Multiples Value of portfolio valued on this basis (GBP'm)
----------------------------------------------------------------------------------------------------------------------------------------
30 September 30 September 31 March 2019
2019 2018
Multiples are
applied to
the earnings
of the
investee A discount is
company to applied
determine to earnings
the multiples
enterprise derived from
value. Where market
there transaction
is evidence multiples
that a at 20 per
division of cent. EBITDA
Most commonly an to 30 per multiples
used Private investee cent. ranging from
Equity could be sold (30 September 10.3
valuation as an 2018: times to 10.6
methodology. independent 48 per cent., times
Used for business, the 31 at the
investments multiple March 2019: investee
which applied to 20 level (30
are profitable that per cent.) No September
and for which division's discount 2018: 9.0
a set of listed earnings may is applied to times
companies be Relevant earnings to 10.2
and precedent different to provisions multiples times,
transactions that applied may be derived 31 March
with similar to the deducted from recent 2019:
characteristics earnings of from the offers 8.9 times to
can be the rest of multiple for the 9.4
Multiple determined the group. valuation investee. times). 23.3 24.5 24.8
30 September Earnings
2019 Reported
m-hance earnings
Omnico adjusted for
non-recurring
items, such as
restructuring
expenses, for
significant
corporate
actions and,
in exceptional
cases,
run-rate
adjustments to
arrive at
maintainable
earnings. Most
common
measure is
EBITDA
(m-hance,
Omnico).
Further
information in
relation
to the
application of
earnings can
be found in
the Fund I GP
report
above .
30 September Discounts to the Multiples The
2018 valuation earnings
m-hance generated by multiple
Omnico applying is derived
multiples from market
to reflect the transaction
time and costs multiples
of reaching (m-hance,
sustainable Omnico) or
profitability recent
and the offers for the
inevitable investee.
accompanying Where market
uncertainties transactions
are used, the
Fund
I GP typically
selects
businesses
in the same
industry and,
where
possible, with
a similar
business
model and
profile in
terms of size,
products,
services and
customers,
growth rates
and geographic
focus
and adjust for
changes in the
relative
performance in
the set of
comparables.
31 March
2019
m-hance
Omnico
Other Values of Earnings and As There were no There were no - 2.5 -
separate assets determined elements elements
elements on a case by valued using valued based
prepared under case basis earnings on
other methods, multiples their earnings
as deemed derived (30 September
suitable by the from market 2018:
Fund I GP, such transactions 6.3 times to
as net (30 September 8.0
realisable 2018: times, 31
value and no discount March
earnings and was 2019: N/A).
assets applied, 31
basis March
2019: N/A).
----------------- ------------- --------------- ---------------
30 September
2019
None
----------------- ------------- --------------- ---------------
30 September
2018
SPOT
31 March
2019
None
----------------- --------------- ------------- --------------- --------------- -------------------------------------------- --------------------------------------------
Level 3 Portfolio valuation 23.3 27.0 24.8
Other net assets/(liabilities) 3.0 1.1 3.0
Provision for Better Capital SLP interest in Fund I 0.0 0.0 0.0
2009 Cell fair value of investments in Fund I 26.3 28.1 27.8
This approach requires the use of assumptions about certain
unobservable inputs. Significant unobservable inputs as at 30
September 2019 are:
- Multiples used to derive enterprise value
- Discount factors
A reasonably possible change in the multiples used +/- 10.0 per
cent. would result in:
- An increase in carrying value of GBP2.3 million or 9.7 per
cent. (+10.0 per cent.)
- A decrease in the carrying value of GBP2.3 million or 9.7 per
cent. (-10.0 per cent.)
A reasonably possible change in the discount factors used would
be to completely remove the discount factor or to double the
discount factor. This would result in:
- A decrease in carrying value of GBP7.9 million or 34.1 per
cent. (+100.0 per cent.)
- An increase in the carrying value of GBP7.9 million or 34.1
per cent. (-100.0 per cent.)
The Fund I GP approves the valuations performed with input from
any external consultant as appointed by the GPs and monitors the
range of reasonably possible changes in significant observable
inputs on a regular basis.
6. Share capital
Share capital for the 2009 Cell is detailed in the relevant
column in Note 6 of the Company's financial statements above.
The five cumulative distributions to date for the 2009 Cell
total GBP288.8 million, being 137.5 per cent. of funds raised.
7. Related party transactions
Further information on related party transactions can be found
in Note 7 of the Company financial statements above.
Directors' fees and expenses, incurred by the 2009 Cell, for the
period to 30 September 2019 amounted to GBP36,000 (year to 31 March
2019: GBP54,000, period to 30 September 2018: GBP27,000)
apportioned on a NAV basis between the cells. At the period end,
GBPnil (31 March 2019: GBP13,000, 30 September 2018: GBP13,000)
remained outstanding.
8. Earnings per share and net asset value per share
Earnings per share
2009 Cell Six months Six months Year ended
to 30 September to 30 September 31 March
2019 2018 2019
(unaudited) (unaudited) (audited)
Loss for the period/year GBP(1,401,512) GBP(12,106,814) GBP(12,613,334)
Weighted average number
of 2009 Shares in issue 35,262,505 35,262,505 35,262,505
EPS (pence) (3.97) (34.33) (35.77)
================= ================= ================
8. Earnings per share and net asset value per share (continued)
The earnings per share is based on the profit or loss of the
2009 Cell for the period/year and on the weighted average number of
shares of the 2009 Cell in issue for the period/year.
The 2009 Cell does not have any instruments which could
potentially dilute basic earnings per share in the future.
Net asset value per share
As at As at As at
30 September 2019 30 September 2018 31 March 2019
(unaudited) (unaudited) (audited)
Net assets attributable to 2009 Cell shareholders GBP26,401,843 GBP28,309,375 GBP27,802,855
2009 Shares in issue 35,262,505 35,262,505 35,262,505
NAV per share (IFRS) (pence) 74.87 80.28 78.85
------------------- ------------------- ---------------
The net asset value per share for the 2009 Cell is arrived at by
dividing the total net assets of the 2009 Cell at the period/year
end by the number of shares in issue at the period/year end.
9. Subsequent events
Other than the above, there were no significant events occurring
after 30 September 2019.
Better Capital 2012 Cell
Investment policy summary
Better Capital 2012 Cell has invested in a portfolio of
businesses which, when acquired, had significant operating issues
and associated financial distress, and which have significant
activities within the United Kingdom.
The 2012 Cell Investment policy is set out in the Company's
prospectus, available on the Company's website
www.bettercapital.gg.
General Partner's Report
At Everest, the management of total order backlog has been a
priority and continues to be important. Total order backlog was
GBP35 million at March 2019 which reduced to GBP25 million by
September 2019 (September 2018: GBP47 million).
Everest failed to consistently achieve its installation revenue
objectives during the Spring and Summer of 2019. As a result,
revised installer manpower was established at the end of the summer
- at September 2019, this was 297 compared with 371 at March 2019.
The efficiency of installations has since improved, helped by
greater mobility of personnel. Order processing has also improved
markedly with average core business being processed in fewer days
in September 2019 compared with March 2019.
The cost of failure continues to plague the business and its
reduction is the top priority at Everest. Legacy failure of sealed
units from suppliers that are no longer in business is of
particular concern as the cost of buying replacement units and
their installation represents a continuing cash cost. Revised
quality inspection regimes have been re-established at Everest's
manufacturing plants to intensify scrutiny and rejection of
substandard glass deliveries. Close cooperation with Everest's
principal glass supplier has been established and a second supplier
is being trialled. Nonetheless, the total cost of failure in all
areas of the business is completely unacceptable and much work is
underway to reduce it substantially including staff training,
supply chain management and a 'Right First Time' approach across
all elements of Everest's activities.
Close cost control and stringent project management have
continued to drive the improvements seen in Everest's conservatory
business over the past six months and this business continues to
make a positive contribution to Everest's profitability.
The marketing team has continued to manage marketing efficiency
well at Everest and costs per lead have remained low by historical
standards during the six months to September 2019. Self-generated
business continues to perform well, representing GBP10 million of
sales in the same period.
Towards the end of the period under review senior management
changes were made at Everest. An Executive Chairman, John Bostock
was appointed in August 2019. This change precipitated a
reorganisation of the executive team aimed at streamlining
communications, teamwork and focus on profitability and cash
generation.
In August a redundancy programme was announced in the company
affecting under 10 per cent. of Everest's workforce, generating
annualised savings of GBP1.8 million per annum. Other non-people
cost reductions and controls were deployed and other commercial
adjustments were made aimed at restoring the business to a
consistently profitable run rate.
Everest continues to operate in an uncertain economic
environment. Targeted promotions and innovative product offers are
being deployed to stimulate order flow.
A major culture change programme centred around delivering
quality and putting customers at the heart of everything the
business does has begun across the company and will continue to be
delivered at pace into 2020.
However, consistent monthly profitability has still not been
achieved and is clearly achievable.
Everest's valuation has been written down by a net GBP5.0
million (GBP9.0 million reduction less GBP4.0 million cash
injection) to GBP15.0 million. The valuation has been prepared
using an earnings-based approach, supported by an assets-based
approach. Everest still operates without any external debt and had
cash of GBP4.0 million at the end of September 2019.
Spicers Office Team (SPOT) continues to face extremely
challenging market conditions, particularly since the second
quarter of 2019. The pre-election period was very weak. Whilst
management action in the Spicers wholesale business to restructure
has provided an improved platform from which to compete generating
a result broadly in line with budget, the Office Team performance
has deteriorated from a positive start to the year, with sales
continuing to be depressed in recent months.
Spicers has undertaken a significant reshaping of its
distribution network to improve efficiency, increase stock
availability, improve the customer experience and reduce costs. As
a result, both Glasgow and Bristol regional distribution centres
have closed, reducing the Spicers operation proportionally. This
operational transformation has been completed whilst maintaining
service levels to customers, and will enable Spicers to continue to
be competitive for the future, offering a flexible and
cost-effective wholesale model for its customers and partners in a
challenging market environment. The resulting two distribution
centres will deliver improved productivity and efficiency, which
will generate a broadly breakeven position for Spicers by the end
of the year.
This operational stability is a requirement for future sales
growth, where the strategic focus is to underpin sustainable sales
volumes by building on the trading activity with existing customers
and aggressively winning new customers. Management focus on
widening the Spicers proposition to add new product categories will
be showcased in the new Spicers catalogue launch for 2020 and will
extend further into adjacent product areas in the future. This is
supported through investment in the Spicers digital platform to
improve customer service levels and increase the efficiency of the
customer transaction.
Having historically been more adept at offsetting market
conditions through new business acquisition, underlying sales in
Office Team have deteriorated, generating a profit performance
below expectations driven by depressed spend and weak margins from
existing customers. In response to these trends and continuing
market uncertainty, management action to reduce operating costs has
been implemented, and continues. Conversely new business generation
has continued to be strong, reflecting the ongoing relevance of the
consolidated proposition, and as a result, increased investment has
been redirected into this area. Similarly, strategic investment has
continued in the digital platform, Smartpad which is now stable and
being progressively introduced to all customers. This is both an
efficient ordering platform for existing customers and a marketing
platform for presenting the width of the Office Team proposition in
new categories. Continuing to build market leading propositions in
adjacent categories is a key strategic focus and a new Commercial
Director has recently joined SPOT to drive this development.
SPOT's acquisition of ZenOffice Limited in 2018 continues to
experience rapid growth in the managed print services sector,
particularly following investment in scaling both its national
sales resource and infrastructure. This growth is being driven
against a background of positive market dynamics as customers
switch from traditional purchasing to a managed service. Sales in
this division for 2019 are forecast to be in excess of GBP10
million which generates a strong future contracted service revenue
and profit stream.
The prevailing headwinds for all industry participants have led
to a tightening and effective removal of most of the available
credit insurance. This has had a significant impact on cash flow
for both SPOT and its customers, leading to increased bad debt at
Spicers in particular. However, SPOT remains in a relatively strong
position given the disposals in March 2019 of its two subsidiaries,
Waterlow Business Supplies and Oyez Professional Services for an
enterprise value of GBP22 million. Of the total net proceeds,
GBP3.0 million has been returned to Fund II with the balance
applied to strengthen the business's balance sheet. Similarly, the
Spicers network change programme has enabled a significant stock
reduction by consolidating into two warehouses which has improved
the underlying cash generation, partially offsetting the
restructuring costs.
Whilst the market background continues to be difficult, industry
consolidation is expected to significantly accelerate, with a
higher rate of both corporate failure and acquisition activity.
This presents SPOT, with its strengthened capital position, a
number of different and interesting market opportunities that may
be relevant in creating future value.
The valuation for SPOT is unchanged at GBP25.2 million. The
strong asset base of Spicers, the earnings potential of OfficeTeam
and Zen, together with the initiatives being put in place combine
to underpin its value. Net debt at 30 September 2019 was GBP29.6
million.
On 2 July 2019, Fund II disposed of its remaining holding of
2012 Shares totalling 12,677,471 2012 Shares under the terms of the
Buyback Contract entered into in December 2016 to the Company. The
shares were transacted at a consideration of 9.96 pps (totalling
GBP1.3 million) reflecting the volume weighted average price of the
2012 Shares on the preceding business day. The newly acquired
shares were immediately cancelled by the Company, reducing the 2012
Shares in issue from 302,181,436 to 289,503,965.
In August 2019, Fund II received GBP1.3 million partial payment
from the iNTERTAIN escrow following the satisfaction of certain
conditions. There remains a final matter with a long stop date of 6
December 2019. The carrying value of the remaining iNTERTAIN escrow
which has been recognised as a fund receivable has been
re-estimated up by GBP1.3 million reflecting the improving prospect
of receiving the remaining funds.
Portfolio carrying value
The investment portfolio value declined by GBP6.0 million in the
six-month period to 30 September 2019.
GBP'm
Portfolio value at 1 April 2019 46.2
Increase funding in Everest 4.0
Repayment by SPOT (2.5)
NAV movement in Everest (9.0)
NAV movement in SPOT 2.5
2012 Share repurchase and cancellation (July
2019) (1.0)
Portfolio value at 30 September 2019 40.2
------
Closing remarks
There are no distributions currently envisaged out of Fund II at
the present. Cash currently stands at GBP3.6 million boosted by the
recent partial release of the iNTERTAIN escrow of GBP1.3 million.
Realisations will hopefully follow improved trading in both
businesses.
Jon Moulton
Chairman
BECAP12 GP Limited
20 December 2019
Investment Report of Fund II
Everest
Business description
A leading consumer brand in the manufacture, installation and
supply of uPVC and aluminium windows and doors, conservatories,
roofline products, garage doors, security systems, driveways and
other home improvement products (www.everest.co.uk).
Investment details
30 September 2019 31 March 2019 30 September 2018
GBP'm
Fund II fair value (earnings based) 15.0 20.0 15.0
SPOT
Business description
Spicers is a leading office products and stationery wholesaler
(www.spicers.co.uk)
OfficeTeam is a leading office products and services supplier
(www.officeteam.co.uk)
Investment details
30 September 2019 31 March 2019 30 September
GBP'm 2018
Fund II fair value (earnings based) 25.2 25.2 22.6
Portfolio summary
Fund Fund fair Valuation
30 September project value investment percentage Valuation
2019 Sector cost(1) in SPVs(2) of NAV methodology
----------------------------- ------------------- ------------------- ------------- --------------
GBP'm GBP'm
Home Improvement
Everest Products 40.9 15.0 32.2% Earnings
SPOT Office Products 91.7 25.2 54.1% Earnings
132.6 40.2 86.3%
----------------------------- ------------------- ------------------- ------------- --------------
Fund cash on deposit 3.8 8.1%
Fund & SPV combined other net assets 2.5 5.4%
2012 Cell fair value of investment
in Fund II 46.5 99.8%
-------------------------------------------------- ---------- ------------------- ------------- --------------
2012 Cell cash on deposit 0.1 0.2%
2012 Cell
NAV 46.6 100.0%
-------------------------------------------------- ---------- ------------------- ------------- --------------
Summary Income Statement for the Partnership
1 Apr 2019 to 1 Apr 2018 to 1 Apr 2018 to
30 Sept 2019 30 Sept 2018 31 March 2019
GBP'000 GBP'000 GBP'000
------------------------------------- ------ ----------------------- -------------- --------------
Total income 32 31 63
Net loss on Fund II investment portfolio (4,120) (24,825) (26,340)
Fund II GP's Share (359) (964) (1,468)
Other operating expenses (162) (924) (1,069)
Partnership's operating loss for the
period/year (4,609) (26,682) (28,814)
-------------------------------------- ------ ----------------------- -------------- --------------
Portion of the operating loss for the
period/year for 2012 Cell's investment in
the Partnership
(Note 4) (4,609) (26,682) (28,814)
---------------------------------------------- ----------------------- -------------- --------------
(1) Fund II holds its investments at cost less impairment in accordance with the terms of
the Limited Partnership Agreement.
(2) 2012 Cell fair values its investment in Fund II in
accordance with the accounting policies as set out in Note 2.
Cash Management
As at 30 September 2019, Fund II had placed a total of GBP3.8
million (31 March 2019: GBP4.1 million, 30 September 2018: GBP13.6
million) of cash on instant access deposit with one bank. Fund II
has in place a strict cash management policy that limits
counterparty risks whilst simultaneously seeking to maximise
returns.
Standard
& Poor's 30 September 31 March 30 September
Counterparty Location Rating Term 2019 2019 2018
GBP'000 GBP'000 GBP'000
Barclays Bank Instant
PLC Guernsey A-1 access 3,831 4,066 13,617
3,831 4,066 13,617
------------- --------- -------------
INDEPENT REVIEW REPORT TO BETTER CAPITAL PCC LIMITED IN RESPECT
OF 2012 CELL
Introduction
We have been engaged by the Company to review the condensed set
of financial statements of the 2012 Cell, a cell of Better Capital
PCC Limited in the interim financial report for the six months
ended 30 September 2019 which comprises the 2012 Cell Condensed
Statement of Financial Position, the 2012 Cell Condensed Statement
of Comprehensive Income, the 2012 Cell Condensed Statement of
Changes in Equity, the 2012 Cell Condensed Statement of Cash Flows
and the 2012 Cell related notes.
We have read the other information contained in the interim
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 interim financial report is the responsibility of and has
been approved by the directors. The directors are responsible for
preparing the interim financial report in accordance with the
Disclosure Guidance and Transparency Rules of the United Kingdom's
Financial Conduct Authority.
As disclosed in note 2, the annual financial statements of the
2012 Cell are prepared in accordance with International Financial
Reporting Standards (IFRSs) as adopted by the European Union. The
2012 Cell's condensed set of financial statements included in this
interim 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 2012 Cell's condensed set of financial statements in the
interim financial report based on our review.
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 Financial Reporting Council 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 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 2012 Cell's condensed set of
financial statements in the interim financial report for the six
months ended 30 September 2019 is not prepared, in all material
respects, in accordance with International Accounting Standard 34,
as adopted by the European Union, and the Disclosure Guidance and
Transparency Rules of the United Kingdom's Financial Conduct
Authority.
Use of our report
Our report has been prepared in accordance with the terms of our
engagement to assist the Company in meeting its responsibilities in
respect of interim financial reporting in accordance with the
Disclosure Guidance and Transparency Rules of the United Kingdom's
Financial Conduct Authority and for no other purpose. No person is
entitled to rely on this report unless such a person is a person
entitled to rely upon this report by virtue of and for the purpose
of our terms of engagement or has been expressly authorised to do
so by our prior written consent. Save as above, we do not accept
responsibility for this report to any other person or for any other
purpose and we hereby expressly disclaim any and all such
liability.
BDO Limited
Chartered Accountants
Place du Pré,
Rue du Pré,
St Peter Port,
Guernsey
20 December 2019
Condensed Statement of Financial Position
As at 30 September 2019
As at As at As at
30 September 30 September 31 March
2019 2018 2019
Notes GBP'000 GBP'000 GBP'000
(unaudited) (unaudited) (audited)
ASSETS:
Non-current assets
Investment in Limited
Partnership 4 46,538 57,450 55,318
-------------
Total non-current assets 46,538 57,450 55,318
------------- ------------- ------------
Current assets
Trade and other receivables 2 - 5
Cash and cash equivalents 146 691 410
------------- -------------
Total current assets 148 691 415
------------- ------------- ------------
TOTAL ASSETS 46,686 58,141 55,733
------------- ------------- ------------
Current liabilities
Trade and other payables (59) (119) (131)
-------------
Total current liabilities (59) (119) (131)
------------- ------------- ------------
TOTAL LIABILITIES (59) (119) (131)
------------- ------------- ------------
NET ASSETS 46,627 58,022 55,602
============= ============= ============
EQUITY
Share capital 6 231,731 235,889 235,889
Accumulated losses (185,104) (177,867) (180,287)
-------------
TOTAL EQUITY 46,627 58,022 55,602
============= ============= ============
Number of 2012 Shares
in issue at period/year
end 6 289,503,965 302,181,436 302,181,436
============= ============= ============
Net asset value per 2012
Share (pence) 8 16.11 19.20 18.40
The unaudited condensed interim financial statements of the 2012
Cell were approved and authorised for issue by the Company's Board
of Directors on 20 December 2019 and signed on its behalf by:
Richard Crowder Richard Battey
Chairman Director
The notes below form an integral part of the 2012 Cell condensed
interim financial statements.
Condensed Statement of Comprehensive Income
For the six months ended 30 September 2019
Six months Six months
to to Year ended
30 September 30 September 31 March
2019 2018 2019
Notes GBP'000 GBP'000 GBP'000
(unaudited) (unaudited) (audited)
Income
Change in fair value of
investment in Limited
Partnership 4 (4,609) (26,682) (28,814)
Total income (4,609) (26,682) (28,814)
------------- ------------- --------------------------------
Expenses
Administration fees 46 70 120
Directors' fees and expenses 7 72 92 184
Legal and professional
fees 36 54 127
Other fees and expenses 18 24 44
Audit fees 15 27 52
Insurance premiums - - 21
Registrar fees 21 26 33
-------------
Total expenses 208 293 581
------------- ------------- --------------------------------
Loss and total comprehensive
expense for the financial period/year (4,817) (26,975) (29,395)
============= ============= ================================
Basic and diluted earnings
per 2012 Share (pence) 8 (1.63) (8.73) (9.62)
============= ============= ================================
All activities derive from continuing operations.
The notes below form an integral part of the 2012 Cell condensed
interim financial statements.
Condensed Statement of Changes in Equity
For the six months ended 30 September 2019
Share Accumulated Total
capital losses equity
GBP'000 GBP'000 GBP'000
As at 1 April 2019 235,889 (180,287) 55,602
Loss and total comprehensive expense for the financial period - (4,817) (4,817)
Total comprehensive expense for the period - (4,817) (4,817)
--------- ------------ ---------
Transactions with owners
Distributions (2,895) - (2,895)
Share buyback and cancellation (1,263) - (1,263)
--------- ------------ ---------
Total transactions with owners (4,158) - (4,158)
--------- ------------ ---------
As at 30 September 2019 (unaudited) 231,731 (185,104) 46,627
========= ============ =========
Share Accumulated Total
capital losses equity
GBP'000 GBP'000 GBP'000
As at 1 April 2018 288,950 (150,892) 138,058
Loss and total comprehensive expense for the financial period - (26,975) (26,975)
Total comprehensive expense for the period - (26,975) (26,975)
--------- ------------ ---------
Transactions with owners
Distributions (48,348) - (48,348)
Share buyback and cancellation (4,713) - (4,713)
--------- ------------ ---------
Total transactions with owners (53,061) - (53,061)
--------- ------------ ---------
As at 30 September 2018 (unaudited) 235,889 (177,867) 58,022
========= ============ =========
Share Accumulated Total
capital losses equity
GBP'000 GBP'000 GBP'000
As at 1 April 2018 288,950 (150,892) 138,058
Loss and total comprehensive expense for the financial year - (29,395) (29,395)
Total comprehensive expense for the year - (29,395) (29,395)
--------- ------------ ---------
Transactions with owners
Distributions (48,348) - (48,348)
Share buyback and cancellation (4,713) - (4,713)
Total transactions with owners (53,061) - (53,061)
--------- ------------ ---------
As at 31 March 2019 (audited) 235,889 (180,287) 55,602
========= ============ =========
The notes below form an integral part of the 2012 Cell condensed
interim financial statements.
Condensed Statement of Cash Flows
For the six months ended 30 September 2019
Six months Six months Year ended
to to
30 September 30 September 31 March
2019 2018 2019
GBP'000 GBP'000 GBP'000
(unaudited) (unaudited) (audited)
Cash flows from operating
activities
Loss for the financial period/year (4,817) (26,975) (29,395)
Adjustments for:
Change in fair value of investment
in limited partnership 4,609 26,682 28,814
Movement in trade and other
receivables 3 853 848
Movement in trade and other
payables (72) 6 18
Repayment of loan investment
in limited partnership 2,908 48,361 48,361
Net cash generated from operating
activities 2,631 48,927 48,646
------------- ------------- -----------
Cash flows used in financing
activities
Distributions (2,895) (48,348) (48,348)
------------- ------------- -----------
Net cash used in financing
activities (2,895) (48,348) (48,348)
------------- ------------- -----------
Net movement in cash and
cash equivalents during the
period/year (264) 579 298
Cash and cash equivalents
at the beginning of the period/year 410 112 112
Cash and cash equivalents
at the end of the period/year 146 691 410
============= ============= ===========
The notes below form an integral part of the 2012 Cell condensed
interim financial statements.
Notes to the Condensed Interim Financial Statements
For the six months ended 30 September 2019
1. General information
The 2012 Cell is a cell of Better Capital PCC Limited and has
the investment objective of generating attractive total returns
from investing (through Fund II) in a portfolio of businesses which
have significant operating issues and may have associated financial
distress, with a primary focus on businesses which have significant
activities within the United Kingdom. Such returns are expected to
be largely derived from capital growth.
Fund II is managed by its general partner, BECAP12 GP LP, which
is in turn managed by its general partner BECAP12 GP Limited. Such
arrangements are governed under the respective Limited Partnership
Agreements, as amended.
The 2012 Cell is listed on the London Stock Exchange Main
Market.
2. Accounting policies
Basis of preparation
The unaudited 2012 Cell condensed financial information included
in the interim financial report for the six months ended 30
September 2019 has been prepared in accordance with the DTRs and
Listing Rules of the UK's FCA and IAS 34, 'Interim Financial
Reporting' as adopted by the EU.
The interim financial statements do not include all the
information and disclosures required in the annual financial
statements and should be read in conjunction with the Company's
annual financial statements for the year to 31 March 2019, which
are available on the Company's website www.bettercapital.gg. The
annual financial statements have been prepared in accordance with
EU adopted IFRS.
The principal accounting policies adopted are set out in the
Company's accounting policies above.
Going concern
After making appropriate enquiries, the Company's Directors have
a reasonable expectation that the 2012 Cell, and in turn Fund II,
have adequate resources to continue in operational existence for
the foreseeable future and do not consider there to be any threat
to the going concern status of the 2012 Cell. For this reason, they
continue to adopt the going concern basis in preparing these
interim financial statements.
Critical accounting judgement and estimation uncertainty
Use of estimates and judgements
The preparation of financial statements requires management to
make judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of
assets, liabilities, income and expenses.
Estimates and judgements are continually evaluated and are based
on historical experience and other factors, including expectations
of future events that are believed to be reasonable under the
circumstances.
The areas involving a high degree of judgement or complexity or
areas where assumptions and estimates are significant to the
interim financial statements are disclosed below. Revisions to
accounting estimates are recognised in the period in which the
estimate is revised and in any future periods affected.
The resulting accounting estimates will, by definition, seldom
equal the related actual results.
Investment in Fund II
The value of the 2012 Cell's investment in Fund II is based on
the value of the 2012 Cell's limited partner capital and loan
accounts within Fund II. This is based on the components within
Fund II, principally the value of the underlying investee
companies. Any fluctuation in the value of the underlying investee
companies will directly impact on the value of the 2012 Cell's
investment in Fund II.
When valuing the underlying investee companies, the General
Partner of Fund II reviews information provided by the underlying
investee companies and other business partners and applies IPEV
methodologies, as noted below, to estimate a fair value as at the
date of the statement of financial position. The variety of
valuation bases adopted, quality of management information provided
by the underlying investee companies and the lack of liquid markets
for the investments mean that there are inherent difficulties in
determining the fair value of these investments that cannot be
eliminated. Therefore the amounts realised on the sale of
investments will likely differ from the fair values reflected in
these financial statements and the differences may be
significant.
Further information in relation to the valuation of the
investment in Fund II is disclosed in Notes 4 and 5.
3. Segmental reporting
For management purposes, the 2012 Cell is organised into one
main operating segment, which invests in one limited
partnership.
4. Investment in Limited Partnership
Total
GBP'000
Fair value
Brought forward 55,318
Fair value movement during period (4,609)
Repayment of loan investment in
Limited Partnership(1) (4,171)
Fair value as at 30 September
2019 (unaudited) 46,538
========
Total
GBP'000
Fair value
Brought forward 137,206
Fair value movement during period (26,682)
Repayment of loan investment in
Limited Partnership (53,074)
Fair value as at 30 September
2018 (unaudited) 57,450
=========
Total
GBP'000
Fair value
Brought forward 137,206
Fair value movement during the
year (28,814)
Repayment of loan investment in
limited partnership (53,074)
Fair value as at 31 March 2019
(audited) 55,318
=========
(1) Of the GBP4.2m repayment, GBP1.3m was a non-cash repayment
by way of a share buyback and cancellation of 12,677,471 2012
Shares at the volume weighted average price on 2 July 2019.
The movement in fair value of the Fund II investment is derived
from the write down in Everest and the sale of 2012 Cell Shares,
net of income and expenses of Fund II and its related special
purpose vehicles.
The outstanding loans, which form part of the overall investment
in the Limited Partnership do not incur interest. The fair value of
the loans is expected to be repaid by way of distributions from
Fund II. The 2012 Cell is not entitled to demand repayment of the
outstanding loans, however, the General Partner may, upon request
by the Company, repay to the 2012 Cell any amount of the
outstanding loan. During the period GBP4.2 million (Year to 31
March 2019: GBP53.1 million, Six months to 30 September 2018:
GBP53.1 million) was repaid to the 2012 Cell by Fund II.
In the interim financial statements of the 2012 Cell the fair
value of the investment in the Limited Partnership is adjusted to
reflect the fair value of the 2012 Cell's attributable valuation of
net assets within Fund II, as seen in more detail in Note 5.
5. Fair value
The level in the fair value hierarchy within which the financial
assets or financial liabilities are categorised is determined on
the basis of the lowest level of input that is significant to the
fair value measurement. The fair value hierarchy and further
information on valuation techniques can be found in Note 5 in the
Company financial statements.
Fund II's Level 1 investment consisted of nil (31 March 2019:
12.7 million, 30 September 2018: 12.7 million) shares in the 2012
Cell, which are valued at GBPnil based on their 30 September 2019
(31 March 2019: GBP1.0 million, 30 September 2018: GBP1.4 million)
quoted price.
The following table summarises the valuation methodologies and
inputs used for the 2012 Cell's Level 3 investments as at the
period end:
Valuation Description Input Adjustments Discount Rate Discounted
Methodology Applied Multiples Value of portfolio valued on this
to Multiples basis (GBP'm)
----------------------------------
30 30 31 March
September September 2019
2019 2018
Most commonly
used Private
Equity
valuation A discount is EBITDA
methodology. applied Multiples
Used for to earnings 4.3 times to
investments multiples 8.0
which at 20 per times EBITDA
are profitable Multiples are cent. (30
and for which applied to to 30 per September
a set of listed the earnings cent. 2018:
companies of the Relevant (30 September 2.8 times
and precedent investee provisions 2018: EBITDA,
transactions company to may be 61 per cent., 31 March
with similar determine deducted 31 2019:
characteristics the from the March 2019: 3.8 times to
can be enterprise multiple 20 7.9
Multiple determined. value valuation per cent.) times EBITDA) 40.2 15.0 45.2
-------------
30 September Earnings
2019 Reported
Everest earnings
SPOT adjusted for
non-recurring
items, such as
restructuring
expenses, for
significant
corporate
actions and,
in exceptional
cases,
run-rate
adjustments to
arrive at
maintainable
earnings. Most
common
measure is
EBITDA
(Everest,
SPOT).
Other earnings
such as
revenue may
also be used
where
relevant.
Further
information in
relation to
the
application
of earnings
can be found
in the
Fund II GP
report above
-------------
30 September Discounts to the Multiples The
2018 valuation earnings
Everest generated by multiple
applying is derived
multiples from
to reflect the comparable
time and costs listed
of reaching companies
sustainable (Everest,
profitability SPOT). The
and the Fund
inevitable II GP
accompanying typically
uncertainties selects
businesses
in the same
industry and,
where
possible, with
a similar
business
model and
profile in
terms of size,
products,
services and
customers,
growth rates
and geographic
focus
and adjust for
changes in the
relative
performance in
the set of
comparables
31 March
2019
Everest
SPOT
There were no
Values of elements
separate valued using There were no
elements earnings elements
prepared under multiples valued based
other methods, derived on
as deemed from market their
suitable by the transactions earnings
Fund II GP, (30 September (30 September
such as net 2018: 2018:
realisable As no discount 6.3 times to
value and determined was 8.0
earnings and on a case applied, 31 times, 31
assets Earnings and by March March
Other basis assets case basis 2019: N/A). 2019: N/A). 0.0 22.6 0.0
----------------- --------------- ------------- --------------- --------------- ---------- ---------- ----------
30 September 2019
None
---------- ---------- ----------
30 September 2018
SPOT
31 March 2019
None
---------- ---------- ----------
Level 3 Portfolio valuation 40.2 37.6 45.2
Level 1 Portfolio valuation 0.0 1.4 1.0
Other net assets 6.3 18.4 9.1
---------- ---------- ----------
2012 Cell fair value of investments in Fund II 46.5 57.4 55.3
This approach requires the use of assumptions about certain
unobservable inputs. Significant unobservable inputs as at 30
September 2019 are:
- Multiples used to derive enterprise value
- Discount factors
A reasonably possible change in the multiples used +/- 10.0 per
cent. would result in:
- An increase in carrying value of GBP5.8 million or 14.6 per
cent. (+10.0 per cent.)
- A decrease in the carrying value of GBP5.8 million or 14.6 per
cent. (-10.0 per cent.)
A reasonably possible change in the discount factors used would
be to completely remove the discount factor or to double the
discount factor. This would result in:
- A decrease in carrying value of GBP16.3 million or 41.1 per
cent. (+100.0 per cent.)
- An increase in the carrying value of GBP16.3 million or 41.1
per cent. (-100.0 per cent.)
The Fund II GP approves the valuations performed with input from
any external consultant as appointed by the GPs and monitors the
range of reasonably possible changes in significant observable
inputs on a regular basis.
6. Share capital
Share capital for the 2012 Cell is detailed in the relevant
column in Note 6 of the Company's financial statements above.
The five cumulative distributions to date for the 2012 Cell
total GBP99.6 million, being 28.0 per cent. of funds raised.
7. Related party transactions
Further information on related party transactions can be found
in Note 7 of the Company financial statements.
Directors' fees and expenses, incurred by the 2012 Cell, for the
period to 30 September 2019 amounted to GBP72,000 (year to 31 March
2019: GBP184,000, period to 30 September 2018: GBP92,000)
apportioned on a NAV basis between the Cells. At the period end,
GBPnil (31 March 2019: GBP46,000, 30 September 2018: GBP46,000)
remained outstanding.
8. Earnings per share and net asset value per share
Earnings per share
2012 Cell Six months Six months Year ended
to 30 September to 30 September 31 March
2019 2018 2019
(unaudited) (unaudited) (audited)
Loss for the period/year GBP(4,817,735) GBP(26,974,919) GBP(29,395,195)
Weighted average number
of 2012 Shares in issue 295,946,614 309,119,493 305,659,968
EPS (pence) (1.63) (8.73) (9.62)
=================
The earnings per share is based on the profit or loss of the
2012 Cell for the period/year and on the weighted average number of
shares of the 2012 Cell in issue for the period/year.
The 2012 Cell does not have any instruments which could
potentially dilute basic earnings per share in the future.
Net asset value per share
As at As at As at
30 September 2019 30 September 2018 31 March 2019
(unaudited) (unaudited) (audited)
Net assets attributable to 2012 Cell shareholders GBP46,626,673 GBP58,021,400 GBP55,602,124
2012 Shares in issue 289,503,965 302,181,436 302,181,436
NAV per share (IFRS) (pence) 16.11 19.20 18.40
The net asset value per share for the 2012 Cell is arrived at by
dividing the total net assets of the 2012 Cell at the period/year
end by the number of shares in issue at the period/year end.
9. Subsequent events
Other than the above, there were no significant events occurring
after 30 September 2019.
Defined Terms
"2009 Cell" or "Better the Cell in the Company established following
Capital 2009 Cell" the Conversion which holds partnership interests
in Fund I, and is interpreted as the Company
acting in its capacity as a protected cell
company transacting its business in the name
of the 2009 Cell;
"2009 Shares" the ordinary shares of GBP1 par value in the
2009 Cell;
"2012 Cell" or "Better the Cell in the Company established following
Capital 2012 Cell" the Conversion which holds partnership interests
in Fund II, and is interpreted as the Company
acting in its capacity as a protected cell
company transacting its business in the name
of the 2012 Cell;
"2012 Shares" the ordinary shares of GBP1 par value in the
2012 Cell issued by the Company pursuant to
the Firm Placing and Placing and Open Offer;
"Administrator" or "Estera" means Estera International Fund Managers (Guernsey)
or "EIFG" Limited (formerly known as Heritage International
Fund Managers Limited);
"Carried Interest" the Special Limited Partner's entitlement
to participate in the gains and profits of
Fund I or Fund II, as set out in the relevant
partnership agreement;
"Cells" the 2009 Cell and 2012 Cell together;
"Cell Shares" the 2009 Shares and 2012 Shares together;
"City Link" means City Link Limited;
"Companies Law" the Companies (Guernsey) Law, 2008 as amended;
"Company" or "Better Capital Better Capital Limited, being prior to the
PCC Limited" Conversion, a non-cellular company limited
by shares and being upon and after the Conversion
a protected cell company, in each case incorporated
in Guernsey with registered number 51194 whose
registered office is at Floor 2, Trafalgar
Court, Les Banques, St Peter Port, Guernsey,
GY1 4LY;
"Conversion" the conversion of the Company from a non-cellular
company into a protected cell company pursuant
to the Resolutions in accordance with section
46 of the Companies Law;
"Core" the Company excluding its Cells;
"Core Shares" the shares in the Core;
"Directors" or "Board" the directors of the Company as at the date
of this document and "Director" means any
one of them;
"DTR" Disclosure Guidance and Transparency Rules
of the UK's FCA;
"EBITDA" being earnings before interest, tax, depreciation
and amortisation;
"EU" or "European Union" the European Union first established by the
treaty made at Maastricht on 7 February 1992;
"EU Adopted IFRS" International Financial Reporting Standards
as adopted in the EU;
"Everest" means the Everest group of companies;
"Fairline" means the Fairline group of companies;
"FCA" the Financial Conduct Authority;
"FCA Rules" the rules or regulations issued or promulgated
by the FCA from time to time and for the time
being in force (as varied by any waiver or
modification granted, or guidance given, by
the FCA);
"Funds" both Fund I and Fund II together;
"Fund GPs" being both Fund I GP and Fund II GP;
"Fund I" BECAP Fund LP, a Guernsey limited partnership
established on 23 November 2009 and registered
in Guernsey as a limited partnership on 25
November 2009 (registration number 1242);
"Fund I GP" means BECAP GP LP acting as general partner
of Fund I and by its general partner, BECAP
GP Limited;
"Fund II" BECAP12 Fund LP, a Guernsey limited partnership
established and registered in Guernsey as
a limited partnership on 17 November 2011
(registration number 1558);
"Fund II GP" means BECAP12 GP LP acting as general partner
of Fund II and by its general partner, BECAP12
GP Limited;
"Gardner" means Gardner Group Limited;
"GDPR" means the General Data Protection Regulation;
"General Partners" or both Fund I GP and Fund II GP together;
"GPs"
"General Partner's Share" the priority profit share payable to the General
Partner pursuant to the Partnership Agreement;
"GFSC" the Guernsey Financial Services Commission;
"IFRS" International Financial Reporting Standards;
"iNTERTAIN" means the iNTERTAIN group of companies;
"IPEV" International Private Equity and Venture Capital
Valuation Guidelines;
"Listing Rules" the listing rules made under section 73A of
the Financial Services and Markets Act 2000
(as set out in the FCA Handbook), as amended;
"London Stock Exchange" London Stock Exchange plc;
"Main Market" the main market of the London Stock Exchange;
"Net Asset Value" or "NAV" the value of the assets of the Company less
its liabilities, calculated in accordance
with the valuation guidelines laid down by
the Board;
"Northern Aerospace" means Northern Aerospace Limited;
"OfficeTeam" means Project Oliver Topco Limited and its
subsidiaries, which together trade as OfficeTeam;
"Omnico" means the Omnico Group of companies;
"PCC" Protected Cell Company;
"POI Law" The Protection of Investors (Bailiwick of
Guernsey) Law, 1987, as amended;
"PPS" means pence per share;
"Prospectus" The prospectus of the Company, most recently
updated on 29 July 2013 and available on the
Company's website (www.bettercapital.gg);
"Redemption" means a compulsory pro rata redemption of
the 2009 Shares;
"Registrar" Link Market Services (Guernsey) Limited;
"Spicers" means the Spicers group of companies;
"SPOT" means the Spicers OfficeTeam group of companies;
"UK" United Kingdom;
General Information
Board of Directors Guernsey advocates to the Company
Richard Crowder (Chairman) Carey Olsen
Richard Battey PO Box 98
Philip Bowman Carey House
Jon Moulton Les Banques
St Peter Port
Company secretary Guernsey
Estera International Fund Managers GY1 4BZ
(Guernsey) Limited
PO Box 286 English solicitors to the Company
Floor 2, Trafalgar Court DLA Piper UK LLP
Les Banques 160 Aldersgate Street
St Peter Port London
Guernsey EC1A 4HT
GY1 4LY
Corporate broker and financial
Registered office adviser
PO Box 286 Numis Securities Limited
Floor 2, Trafalgar Court 10 Paternoster Square
Les Banques London
St Peter Port EC4M 7LT
Guernsey
GY1 4LY Independent auditor
BDO Limited
Guernsey administrator PO Box 180
Estera International Fund Managers Place du Pré
(Guernsey) Limited Rue du Pré
PO Box 286 St Peter Port
Floor 2, Trafalgar Court Guernsey
Les Banques GY1 3LL
St Peter Port
Guernsey Public relations adviser (until
GY1 4LY 16 October 2019)
Powerscourt
Registrar 1 Tudor Street
Link Market Services (Guernsey) London
Limited EC4Y 0AH
Mont Crevelt House
Bulwer Avenue Website
St Sampson www.bettercapital.gg
Guernsey
GY2 4LH Tickers
2009 Cell: BCAP.L
2012 Cell: BC12.L
Better Capital PCC Limited, is a company incorporated in and
controlled from Guernsey as a Protected Cell Company. There are two
cells, being the 2009 Cell and the 2012 Cell. The ordinary shares
of each cell are admitted to the Main Market operated by the London
Stock Exchange plc.
The principal activity of the Company is to act as a feeder
fund, through each cell, and pursue an investment objective which
aims to generate attractive total returns by investing (2009 Cell
through Fund I and 2012 Cell through Fund II) in a portfolio of
distressed businesses, such returns being expected to accrue
largely through capital growth.
Following the investment by the Cells into the Funds, the Funds
invest in distressed businesses, through special purpose vehicles.
The Fund GPs are the investment managers in each respective Fund
and have overall responsibility for the management and
administration of the businesses and affairs of the Funds,
including the management of its investments and as such the Cells
have no control over the investments made by the Funds.
Fund I will terminate on 17 June 2021. The Board is confident,
that within the timeframe, the Fund I GP will continue to work
towards generating the best possible returns through the
realisation of the residual assets in the portfolio. With Fund I
being the 2009 Cell's sole investment, following its termination,
the Board will begin the orderly wind-up of the 2009 Cell which has
sufficient resources to continue as a going concern. For this
reason, the accounts of the 2009 Cell are therefore prepared on a
going concern basis.
Fund II is scheduled to terminate on 30 June 2021 unless the
General Partner of Fund II exercises its discretion to extend Fund
II's term for up to two additional one year periods, subject to the
consent of the Company. The 2012 Cell has sufficient resources to
continue in existence until termination. For this reason, the Board
continues to adopt the going concern basis in preparing the
accounts of the 2012 Cell.
The Company is a limited liability, Closed-ended Investment
Company. The Company has an unlimited life and is registered with
the GFSC as a Registered Closed-ended Collective Investment Scheme.
The registered office of the Company is PO Box 286, Floor 2,
Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 4LY.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IR TJBATMBBTBIL
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