TIDMFPEO TIDMFPER
RNS Number : 4975K
F&C Private Equity Trust PLC
22 August 2012
To: Stock Exchange For immediate release:
22 August 2012
F&C Private Equity Trust plc
Unaudited results for the half year to 30 June 2012
-- Adoption of new dividend policy - interim dividend of 4.96p
per Ordinary Share - equivalent to an annualised dividend yield of
6.4 per cent.
-- NAV total return for the six months of 4.5 per cent for the Ordinary Shares.
-- Share price total return for the six months of 7.4 per cent for the Ordinary Shares.
-- Share price total return for the six months of 20.3 per cent
for the Restricted Voting Shares.
-- Renewal of loan facility.
Chairman's Statement
As at 30 June 2012 the Company's net asset value ('NAV') was
GBP189.3 million. The Ordinary Share Pool NAV was GBP185.9 million
giving a fully diluted NAV per share of 253.77p, an increase during
the period of 4.2 per cent. Taking into account the final dividend
of 0.8p per Ordinary Share paid on 8 June 2012 the NAV total return
during the period was 4.5 per cent. The Ordinary Share Pool NAV now
exceeds its previous peak reached before the onset of the financial
crisis in June 2008.
The Restricted Voting Pool's NAV as at 30 June 2012 was GBP3.4
million, giving a NAV per share of 5.08p and a NAV total return of
0.5 per cent during the period. Since the end of the period the
largest remaining holding of the Restricted Voting Pool has been
realised and its current cash balance is GBP2.3 million. It is
intended to return this to shareholders through a special dividend
of 3.3p per Restricted Voting Share payable on 28 September 2012 to
shareholders on the register on 7 September 2012. The remaining
assets of the Restricted Voting Pool are valued at GBP1.1 million
and the Board believes that, at this size, the administrative
burden and costs of retaining the listing of the Restricted Voting
Shares is no longer justifiable. Accordingly, the Board expects to
bring forward proposals aimed at returning value to the Restricted
Voting Shareholders and simplifying the Company's capital structure
by cancelling the Restricted Voting Shares.
At the end of the period the Ordinary Share Pool had net cash of
GBP6.0 million. Together with the accrued liability for the Zero
Dividend Preference Shares of GBP36.5 million the Ordinary Share
Pool's total debt was GBP30.6 million, equivalent to a gearing
level of 14.1 per cent. The total outstanding undrawn commitments
at 30 June 2012 were GBP66.8 million, and of this approximately
GBP15 million is to funds where the investment period has
expired.
During the first half of the year the Company made good
progress, with strong cash inflows and significant gains in
valuation. Distributions during the period exceeded GBP27 million,
more than 40 per cent ahead of the same period in 2011 and
comfortably ahead of the total drawdowns for the period of GBP13.0
million. By the end of the period, the Company had repaid all
drawings under its four year GBP50 million revolving credit
facility arranged with the Royal Bank of Scotland in February
2012.
During the period the Company announced plans for a new dividend
policy which were subsequently approved by shareholders at the
Annual General Meeting and a Separate General Meeting of Ordinary
Shareholders held on 23 May 2012. The new dividend policy is
designed to provide Ordinary Shareholders with greater and
predictable dividend payments which will be funded from a
combination of the Company's revenue and realised capital profits.
Under the new policy, the Company will aim to pay semi-annual
dividends with an annual yield equivalent to not less than 4 per
cent of the average of the published NAVs per Ordinary Share as at
the end of each of its last four financial quarters prior to the
announcement of the relevant semi-annual dividend or, if higher,
equal (in terms of pence per share) to the highest semi-annual
dividend previously paid.
In accordance with this policy, the Board declares an interim
dividend of 4.96p per Ordinary Share, payable on 2 November 2012 to
shareholders on the register on 5 October 2012. For illustrative
purposes only, this represents an annualised dividend yield of 6.4
per cent based on the Ordinary Share price as at 30 June 2012.
Ordinary Shareholders will be sent documentation regarding a
dividend reinvestment plan that will allow them, if they so wish,
to use their dividend payments to purchase as many additional
Ordinary Shares as possible with each dividend payment made whilst
they participate in the plan. Participation in such a plan can be a
convenient and easy way to build up an existing shareholding.
The Company's portfolio is performing well, with a number of
significant exits being achieved at the expected time and within
the targeted valuation ranges. Most notable amongst these have been
the sale of co-investments Lifeways and Bartec which are described
in more detail in the Manager's Review. There have been several
more successful exits so far this year and, including the proceeds
of Bartec, which we expect to receive in a few weeks time, the
total realisations to date in 2012 now exceeds GBP40 million which
compares well with realisations of GBP36 million for the whole of
2011. These transactions have allowed the Company to de-gear
substantially. The future performance of the Company relies on the
portfolio being regularly refreshed with new investments and our
investment partners have invested steadily during the first half of
the year. We have also made a small number of new commitments,
mainly to managers with whom we already have a well established and
successful relationship. There will always be room for some
promising emerging management groups and for special situations
that offer the potential for high returns at acceptable risk.
The general economic background remains challenging but, as has
been demonstrated over the last four years, our investment partners
have been able to identify and create value in tandem with skilled
management teams across a very wide range of mid-market companies,
principally in Europe. The serious and unresolved challenges for
the Eurozone are undoubtedly affecting business and investor
confidence and this remains the principal impediment to growth. The
particular investment approach of private equity which is based on
medium and long term investment founded on detailed information and
expert input with direct alignment of investors' and managements'
interests has proven itself capable of delivering excellent returns
in spite of the macro-economic headwinds. Within our cohort of
investment partners there is a deep reservoir of expertise and
judgement and we expect that Ordinary Shareholders will continue to
benefit from this as their capital is deployed judiciously over the
coming years.
Mark Tennant
Chairman
Manager's Review
Introduction
As noted in the Chairman's Statement there was little help from
the economic background during the first half of the year and the
Company's progress is a direct result of the specific
value-creative actions undertaken by our private equity managers.
This is very apparent in the principal exits where the holding
period has spanned a severe economic contraction and yet, in
general, excellent returns have been achieved. Whilst the volume of
private equity deals across Europe has decreased there is little
evidence of this within the portfolio where realisations and new
investments have been at healthy levels. In general, our investment
partners view the current environment as providing a substantial
buying opportunity but it is one which may persist for the medium
term and accordingly there is time for them to apply detailed
diligence and scrutiny to each investment proposition. The
fundraising environment is challenging and only the strongest
managers with an unequivocal record of successful delivery will
reach targeted fund closes. Whilst this poses challenges for
private equity managers it is not an entirely unhealthy situation
and, from an investors' viewpoint, it does something to simplify
the triaging of opportunities. There will be some benefits in terms
of enhanced co-investment opportunities and even improvements in
fund economics. The principal advantage will be that the reduction
in equity capital available coupled with ongoing shortage of debt
will mean that private equity deals will be done at attractive
prices. We see considerable evidence of this in the new deals
entering the portfolio.
New Investments
Two new commitments were made to private equity funds during the
period. Since the end of the period another three commitments have
been made. In order to maintain asset growth in the medium and
longer term it is essential to be deploying an appropriate amount
of capital each year in new investments. This comes from a
combination of longstanding commitments being drawn, co-investments
and new commitments. As drawdowns are made the level of commitments
reduce naturally and, additionally, an increasing proportion falls
outside the investment period and can only be drawn under limited
circumstances. The current total of outstanding undrawn commitments
is GBP75 million. Of this, approximately GBP15 million is beyond
the end of the investment period. As previously noted we do not
expect all of the commitments to be drawn before the end of the
respective investment periods and not every fund is able to secure
investor consent to an extension of the investment period.
Most of the new commitments during the period were made to
European mid-market buy-out specialists with whom we have
successfully invested in the past. EUR4 million was committed to
Stockholm based Nordic specialist Procuritas Fund V. The Nordic
region has proved fairly resilient over the recession and our
private equity partners in the region are seeing and capturing good
dealflow. EUR5 million was committed to German fund DBAG VI. This
is the third fund by this manager which we have backed. DBAG's
mid-market strategy in German speaking countries has delivered good
returns over the years and they are also finding excellent
companies at low prices. Since the end of the period we have
committed $5 million to New York based Orthopaedics Healthcare
specialist fund Healthpoint Capital Partners III. Whilst this fund
lies within our international mandate it is specialist, focusing on
an attractive large niche market. It offers the Company an
'advanced primary' situation where the pre-existing portfolio is
showing strong indications of early positive returns. Also since
the end of the period, GBP4 million has been committed to UK
mid-market specialist Lyceum Capital Fund III. Lyceum was a spin
out of WestLB some years ago and since then we have invested with
them through another of our fund of funds. Lastly, we have
reinforced another longstanding and successful relationship through
a fresh commitment of GBP6 million to the Inflexion 2012
Co-investment Fund. This will be a fairly concentrated fund
investing in certain of the larger Inflexion deals. It starts life
with two existing holdings and the economics are more favourable
than for a conventional fund. We have invested with Inflexion very
successfully for a decade. In addition to these commitments there
are a small number of fund and co-investment opportunities under
consideration.
Under existing commitments the portfolio continues to be
refreshed with a range of new investments across a typically broad
range of sectors and geographies.
Drawdowns during the period totalled GBP13.0 million. The
largest individual investment of GBP1.9 million was for SAR made by
Stirling Square Capital Partners II. This is a waste management
service provider to the Norwegian oil and gas industry. This
position may reduce somewhat following syndication. GBP1.1 million
was called by Spanish manager N+1 Private Equity Fund II for EYSA,
the leading company in Spain in the on street parking sector.
GBP0.8 million was invested by Primary Capital III in Leisure Pass
Group, the world's leading provider of smart card-based
multi-attraction tourist passes and associated operating systems.
GBP0.7 million was invested via August Equity Partners II in
SecureData, a provider of IT security solutions and managed
services to mid sized and smaller enterprises. GBP0.6 million was
invested via Inflexion 2010 Fund in Marston Group, the UK's largest
provider of High Court civil enforcement services including debt
collection and enforcement of fines and arrest warrants. GBP0.6
million was called by Hutton Collins Capital Partners III for a
mezzanine investment in premium wellington boot company Hunter and
GBP0.5 million was invested via Pinebridge New Europe Fund II in
TMS, one of the leading Polish foreign exchange brokerages.
Realisations
The first half of the year saw a significant upswing in
realisations with the total exceeding GBP27 million, more than 40
per cent ahead of the same period in 2011. The main realisations
were in a variety of sectors and geographies. The principal exit
was the sale of the August Equity Partners led investment Lifeways,
the UK's largest provider of supported living services to adults
with learning difficulties. Lifeways was held for nearly five years
both through the August Equity Fund I and directly as a
co-investment, and was sold in June to Canadian pension fund OMERS
(Ontario Municipal Employees' Retirement Scheme), achieving an
investment multiple of 3.0x and an IRR of 25 per cent. The
Company's combined proceeds were GBP13.5 million, a premium to the
last carrying value of GBP3.5 million. During August Equity's
tenure, Lifeways completed 11 acquisitions and increased the number
of service users from 900 to 3,700. In Sweden, Procuritas Capital
IV sold tyre services company Dackia, to Pirelli, for an
exceptional 9.0x investment multiple and an IRR of 110 per cent.
The Company's proceeds were GBP2.1 million, approximately 80 per
cent above the latest valuation. In Spain, Portobello Capital II
sold civil explosives company Maxam to Advent, returning GBP1.6
million, an investment multiple of 3.4x and an IRR of 28 per cent.
Arle, the successor to Candover, sold from the Candover 2005 Fund
Capital Safety Group, the leading fall protection equipment
manufacturer, to KKR, returning GBP1.2 million which represented an
investment multiple of 2.7x and an IRR of 26 per cent. There were
several other smaller exits.
Since the end of the period, Capvis, the Zurich based investor
in German speaking markets, has announced the sale of explosives
protection systems company Bartec to Charterhouse. The Company
holds Bartec through both the Capvis III fund and directly as a
co-investment. The Company's proceeds, expected within the next few
weeks, will be approximately GBP7.5 million, a premium to the
latest valuation of GBP2.7 million or 57 per cent. Bartec was
acquired in August 2008 and against a hostile business environment
doubled its profits during Capvis' tenure. Taking into account
Bartec, total realisations in 2012 so far exceed GBP40 million
which is more than for the whole of 2011. There are other
investments which are expected to exit during the remainder of
2012.
Valuation Changes
There were a number of significant movements in valuation during
the period. The larger ones relate to major realisations, either
completed or agreed, with Lifeways contributing GBP3.5 million and
Bartec GBP2.7 million. TDR Capital II was uplifted by GBP1.4
million reflecting progress from VPS (property management),
Stonegate (pub chain) and Ausco (modular construction). DBAG V was
uplifted by GBP1.0 million mainly because of strong performance by
machinery company Coperion. In the venture capital component of the
portfolio SEP III was uplifted by GBP0.9 million mainly due to
travel research website Skyscanner. There were few substantial
downgrades over the period.
Financing
In February 2012 the Company arranged a new revolving credit
facility with the Royal Bank of Scotland. The facility is committed
for four years and, at GBP50 million, is GBP10 million larger than
the previous facility. Importantly, it extends for more than a year
after the redemption date of the Group's Zero Dividend Preference
Shares ('ZDPs') and therefore could, if necessary, be used to fund
or part fund this redemption. The cash inflow in the year to date
is in line with expectations and is entirely compatible with the
projected dividend payments, meeting existing commitments as they
are drawn down, a moderate new investment programme, and
accumulation of capital for redeeming the ZDPs. The current cash
balance of the Ordinary Share Pool is GBP4.9 million.
Outlook
The first half of 2012 has verified our belief that the
mid-market of European private equity remains in good health with a
steady flow of realisations and new deal activity creating value
accretive turnover in the portfolio. There has been limited
progress at a macro-economic level in tackling the Eurozone's
fiscal and banking problems and from a business and investment
standpoint this is very unsatisfactory. Indeed there is a sharp
contrast between the ability of European private equity managers
and their management teams to assess and take risk and the absence
of such ability and resolution amongst the political and
bureaucratic 'leadership' of Europe. The portfolio has made
considerable progress with an unhelpful background and our
expectation is that, due to the strengths of our investment
partners and the efficacy of the private equity investment model,
this should continue.
Hamish Mair
Investment Manager
F&C Investment Business Limited
F&C Private Equity Trust plc
Consolidated Statement of Comprehensive Income for the
half year ended 30 June 2012
Unaudited
Revenue Capital Total
GBP'000 GBP'000 GBP'000
---------------------------------------------- --------- --------- ---------
Income
Gains on investments held at fair value - 11,189 11,189
Exchange gains - 121 121
Investment income 1,173 - 1,173
Other income 8 - 8
---------------------------------------------- --------- --------- ---------
Total income 1,181 11,310 12,491
---------------------------------------------- --------- --------- ---------
Expenditure
Investment management fee (242) (1,388) (1,630)
Other expenses (452) - (452)
---------------------------------------------- --------- --------- ---------
Total expenditure (694) (1,388) (2,082)
---------------------------------------------- --------- --------- ---------
Profit before finance costs and taxation 487 9,922 10,409
Finance costs (148) (2,072) (2,220)
---------------------------------------------- --------- --------- ---------
Profit before taxation 339 7,850 8,189
Taxation (104) 89 (15)
Profit for period/total comprehensive income 235 7,939 8,174
Return per Ordinary Share - Basic 0.33p 10.97p 11.30p
---------------------------------------------- --------- --------- ---------
Return per Ordinary Share - Fully diluted 0.32p 10.68p 11.00p
---------------------------------------------- --------- --------- ---------
Return per Restricted Voting Share - Basic (0.01)p 0.01p 0.00p
---------------------------------------------- --------- --------- ---------
F&C Private Equity Trust plc
Consolidated Statement of Comprehensive Income for the
half year ended 30 June 2011
Unaudited
Revenue Capital Total
GBP'000 GBP'000 GBP'000
---------------------------------------------- --------- --------- ---------
Income
Gains on investments held at fair value - 16,964 16,964
Exchange losses - (62) (62)
Investment income 1,374 - 1,374
Other income 30 - 30
---------------------------------------------- --------- --------- ---------
Total income 1,404 16,902 18,306
---------------------------------------------- --------- --------- ---------
Expenditure
Investment management fee (231) (1,322) (1,553)
Other expenses (380) - (380)
---------------------------------------------- --------- --------- ---------
Total expenditure (611) (1,322) (1,933)
---------------------------------------------- --------- --------- ---------
Profit before finance costs and taxation 793 15,580 16,373
Finance costs (101) (1,781) (1,882)
---------------------------------------------- --------- --------- ---------
Profit before taxation 692 13,799 14,491
Taxation (176) 176 -
Profit for period/total comprehensive income 516 13,975 14,491
Return per Ordinary Share - Basic 0.62p 18.58p 19.20p
Return per Ordinary Share - Fully diluted 0.61p 18.09p 18.70p
---------------------------------------------- --------- --------- ---------
Return per Restricted Voting Share - Basic 0.09p 0.82p 0.91p
---------------------------------------------- --------- --------- ---------
F&C Private Equity Trust plc
Consolidated Statement of Comprehensive Income for the
year ended 31 December 2011
Audited
Revenue Capital Total
GBP'000 GBP'000 GBP'000
-------------------------------------------- --------- --------- ---------
Income
Gains on investments held at fair value - 17,923 17,923
Exchange gains - 911 911
Investment income 2,176 - 2,176
Other income 37 - 37
-------------------------------------------- --------- --------- ---------
Total income 2,213 18,834 21,047
-------------------------------------------- --------- --------- ---------
Expenditure
Investment management fee (467) (1,403) (1,870)
Other expenses (694) - (694)
-------------------------------------------- --------- --------- ---------
Total expenditure (1,161) (1,403) (2,564)
-------------------------------------------- --------- --------- ---------
Profit before finance costs and taxation 1,052 17,431 18,483
Finance costs (208) (3,672) (3,880)
-------------------------------------------- --------- --------- ---------
Profit before taxation 844 13,759 14,603
Taxation (223) 216 (7)
Profit for year/total comprehensive income 621 13,975 14,596
Return per Ordinary Share - Basic 0.80p 18.75p 19.55p
-------------------------------------------- --------- --------- ---------
Return per Ordinary Share - Fully diluted 0.78p 18.26p 19.04p
Return per Restricted Voting Share - Basic 0.06p 0.63p 0.69p
-------------------------------------------- --------- --------- ---------
F&C Private Equity Trust plc
Amounts Recognised as Dividends
Six months Six months Year to 31
to 30 June to 30 June December
2012 (unaudited) 2011 (unaudited) 2011
GBP'000 GBP'000 (audited)
GBP'000
-------------------------------------------- ------------------ ------------------ -----------
Final Ordinary Share dividend of 0.95p
per share for the year ended 31 December
2010 - 687 687
Final Ordinary Share dividend of 0.80p 578 - -
per share for the year ended 31 December
2011
-------------------------------------------- ------------------ ------------------ -----------
578 687 687
-------------------------------------------- ------------------ ------------------ -----------
On 7 January 2011 a special dividend of 1.30p per Restricted
Voting Share was paid. The total amount paid was GBP872,000.
On 27 January 2012 a special dividend of 1.60p per Restricted
Voting Share was paid. The total amount paid was GBP1,073,000.
F&C Private Equity Trust plc
Consolidated Balance Sheet
As at 30 June As at 30 As at 31
2012 June 2011 December
(unaudited) 2011
(unaudited) (audited)
GBP'000 GBP'000 GBP'000
--------------------------------------- -------------- ------------- -----------
Non-current assets
Investments at fair value through
profit or loss 220,931 223,172 223,388
--------------------------------------- -------------- ------------- -----------
Current assets
Other receivables 473 17 23
Cash and short-term deposits 6,387 3,105 4,044
--------------------------------------- -------------- ------------- -----------
6,860 3,122 4,067
Current liabilities
Other payables (2,071) (9,775) (9,886)
Net current assets/(liabilities) 4,789 (6,653) (5,819)
--------------------------------------- -------------- ------------- -----------
Total assets less current liabilities 225,720 216,519 217,569
--------------------------------------- -------------- ------------- -----------
Non-current liabilities
Other payables - (626) -
Zero dividend preference shares (36,450) (33,251) (34,822)
--------------------------------------- -------------- ------------- -----------
(36,450) (33,877) (34,822)
--------------------------------------- -------------- ------------- -----------
Net assets 189,270 182,642 182,747
--------------------------------------- -------------- ------------- -----------
Equity
Called-up ordinary share capital 1,394 1,394 1,394
Special distributable capital
reserve 15,679 15,679 15,679
Special distributable revenue
reserve 34,741 35,814 35,814
Capital redemption reserve 664 664 664
Capital reserve 136,409 128,470 128,470
Revenue reserve 383 621 726
Shareholders' funds 189,270 182,642 182,747
--------------------------------------- -------------- ------------- -----------
Net asset value per Ordinary
Share - Basic 257.13p 246.27p 246.62p
--------------------------------------- -------------- ------------- -----------
Net asset value per Ordinary
Share - Fully diluted 253.77p 243.20p 243.54p
--------------------------------------- -------------- ------------- -----------
Net asset value per Restricted
Voting Share - Basic 5.08p 6.90p 6.68p
--------------------------------------- -------------- ------------- -----------
F&C Private Equity Trust plc
Consolidated Statement of Changes in Equity
Share Special Special Capital Capital Revenue Total
Capital Distributable Distributable Redemption Reserve Reserve
Capital Revenue Reserve
Reserve Reserve
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
For the six months ended 30 June 2012 (unaudited)
Net assets at 1 January
2012 1,394 15,679 35,814 664 128,470 726 182,747
Profit for the period/total
comprehensive income - - - - 7,939 235 8,174
Dividends paid - - (1,073) - - (578) (1,651)
Net assets at 30 June
2012 1,394 15,679 34,741 664 136,409 383 189,270
----------------------------- ------ ------- -------- ------- -------- ------ ---------------
For the six months ended 30 June 2011 (unaudited)
Net assets at 1 January
2011 1,394 15,679 36,686 664 114,495 792 169,710
Profit for the period/total
comprehensive income - - - - 13,975 516 14,491
Dividends paid - - (872) - - (687) (1,559)
Net assets at 30 June
2011 1,394 15,679 35,814 664 128,470 621 182,642
----------------------------- ------ ------- -------- ------- -------- ------ ---------------
For the year ended 31 December 2011 (audited)
Net assets at 1 January
2011 1,394 15,679 36,686 664 114,495 792 169,710
Profit for the year/total
comprehensive income - - - - 13,975 621 14,596
Dividends paid - - (872) - - (687) (1,559)
Net assets at 31 December
2011 1,394 15,679 35,814 664 128,470 726 182,747
----------------------------- ------ ------- -------- ------- -------- ------ ---------------
F&C Private Equity Trust plc
Consolidated Cash Flow Statement
Six months Six months Year ended
ended ended
30 June 2012 30 June 2011 31 December
2011
(unaudited) (unaudited) (audited)
GBP000 GBP000 GBP000
------------------------------------- -------------- -------------- -------------
Operating activities
Profit before taxation 8,189 14,491 14,603
Gains on disposals of investments (10,819) (60) (5,732)
Decrease in holding losses (370) (16,904) (12,191)
Exchange differences (121) 62 (911)
Finance costs 2,220 1,882 3,880
Corporation tax paid (15) - -
Increase in other receivables (450) (6) (4)
Increase/(decrease) in other
payables 1,187 171 (424)
------------------------------------- -------------- -------------- -------------
Net cash outflow from operating
activities (179) (364) (779)
------------------------------------- -------------- -------------- -------------
Investing activities
Purchases of investments (13,157) (14,400) (30,677)
Sales of investments 26,802 19,106 36,126
Net cash inflow from investing
activities 13,645 4,706 5,449
------------------------------------- -------------- -------------- -------------
Financing activities
Repayment of bank loans (13,019) (5,031) (8,373)
Draw down of bank loans 4,021 3,000 7,385
Interest paid (407) (329) (847)
Equity dividends paid (1,651) (1,559) (1,559)
------------------------------------- -------------- -------------- -------------
Net cash outflow from financing
activities (11,056) (3,919) (3,394)
------------------------------------- -------------- -------------- -------------
Net increase in cash and
cash equivalents 2,410 423 1,276
Currency (losses)/gains (67) 1 87
------------------------------------- -------------- -------------- -------------
Net increase in cash and
cash equivalents 2,343 424 1,363
Opening cash and cash equivalents 4,044 2,681 2,681
------------------------------------- -------------- -------------- -------------
Closing cash and cash equivalents 6,387 3,105 4,044
------------------------------------- -------------- -------------- -------------
Statement of Principal Risks and Uncertainties
The Directors believe that the principal risks and uncertainties
faced by the Company include investment and strategic, external,
regulatory, operational, financial and funding risks. These risks,
and the way in which they are managed, are described in more detail
under the heading Principal Risks and Uncertainties and Risk
Management within the Business Review in the Company's Annual
Report for the year ended 31 December 2011. The Company's principal
risks and uncertainties have not changed materially since the date
of that report and are not expected to change materially for the
remaining six months of the Company's financial year.
Statement of Directors' Responsibilities in Respect of the Half
Year Report
We confirm that to the best of our knowledge:
-- the condensed set of financial statements have been prepared
in accordance with IAS 34 'Interim Financial Reporting' and give a
true and fair view of the assets, liabilities, financial position
and profit of the Company;
-- the Chairman's Statement and Manager's Review (together
constituting the Interim Management Report) include a fair review
of the information required by the Disclosure and Transparency
Rules ('DTR') 4.2.7R, being an indication of important events that
have occurred during the first six months of the financial year and
their impact on the financial statements;
-- the Statement of Principal Risks and Uncertainties shown
above is a fair review of the information required by DTR 4.2.7R;
and
-- the condensed set of financial statements includes a fair
review of the information required by DTR 4.2.8R, being related
party transactions that have taken place in the first six months of
the financial year and that have materially affected the financial
position or performance of the Company during the period, and any
changes in the related party transactions described in the last
Annual Report that could do so.
On behalf of the Board
Mark Tennant
Chairman
Notes (unaudited)
1. The unaudited half-year results have been prepared on the
basis of the accounting policies set out in the statutory accounts
of the Group for the year ended 31 December 2011 and in accordance
with International Accounting Standard ('IAS') 34.
2. Earnings for the six months to 30 June 2012 should not be
taken as a guide to the results for the year to 31 December
2012.
3. Investment management fee:
Six months to 30 Six months to 30 Year ended 31 December
June 2012 June 2011 2011
Revenue Capital Total Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
Investment
management
fee 242 728 970 231 696 927 467 1,403 1,870
Incentive fee - - - - 626 626 - - -
Performance fee - 660 660 - - - - - -
242 1,388 1,630 231 1,322 1,553 467 1,403 1,870
------------------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
4. Finance costs:
Six months to 30 Six months to 30 Year ended 31 December
June 2012 June 2011 2011
Revenue Capital Total Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------ --------- --------- --------- --------- --------- --------- --------- --------- ---------
Interest payable
on bank loans
and overdrafts 148 444 592 101 304 405 208 624 832
Finance costs
attributable to
ZDP Shares - 1,628 1,628 - 1,477 1,477 - 3,048 3,048
148 2,072 2,220 101 1,781 1,882 208 3,672 3,880
------------------ --------- --------- --------- --------- --------- --------- --------- --------- ---------
5. The basic return per Ordinary Share is based on a net return
on ordinary activities after taxation of GBP8,172,000 (30 June 2011
- GBP13,878,000; 31 December 2011 - GBP14,134,000) and on
72,282,273 (30 June 2011 - 72,282,273; 31 December 2011 -
72,282,273) shares, being the weighted average number of Ordinary
Shares in issue during the period.
The fully diluted return per Ordinary Share is based on a net
return on ordinary activities after taxation of GBP8,172,000 (30
June 2011 - GBP13,878,000; 31 December 2011 - GBP14,134,000) and on
74,241,429 (30 June 2011 - 74,241,429; 31 December 2011 -
74,241,429) shares, being the weighted average number of Ordinary
Shares in issue during the period after conversion of the Ordinary
Share warrants.
The basic return per Restricted Voting Share is based on a net
return on ordinary activities after taxation of GBP2,000 (30 June
2011 - GBP613,000; 31 December 2011 - GBP462,000) and on 67,084,807
(30 June 2011 - 67,084,807; 31 December 2011 - 67,084,807) shares,
being the weighted average number of Restricted Voting Shares in
issue during the period.
6. On 30 April 2007 the Company entered into a five year GBP40
million multi-currency revolving credit facility. This was
cancelled on entering into a new agreement on 21 February 2012. The
new agreement is for a four year GBP50 million unsecured committed
multi-currency revolving credit facility. GBPnil was drawn down at
30 June 2012.
7. Zero Dividend Preference Shares
The Zero Dividend Preference Shares ('ZDP Shares') of F&C
Private Equity Zeros plc were issued on 14 December 2009 at 100
pence per share and redeem on 15 December 2014 at 152.14 pence per
share, an effective rate of 8.75 per cent per annum.
The fair value of the ZDP Shares at 30 June 2012 was
GBP40,125,000 based on the quoted offer price of 133.75p per ZDP
Share.
Amount due
to ZDP shareholders
Number of GBP'000
ZDP Shares
-------------------------- ------------- ---------------------
As at 31 December 2011 30,000,000 34,822
ZDP Shares finance costs - 1,628
-------------------------- ------------- ---------------------
As at 30 June 2012 30,000,000 36,450
-------------------------- ------------- ---------------------
8. The basic net asset value per Ordinary Share is based on net
assets at the period end of GBP185,859,000 (30 June 2011 -
GBP178,010,000; 31 December 2011 - GBP178,264,000) and on
72,282,273 (30 June 2011 - 72,282,273; 31 December 2011 -
72,282,273) shares, being the number of Ordinary Shares in issue at
the period end.
The fully diluted net asset value per Ordinary Share is based on
net assets at the period end of GBP188,405,000 (30 June 2011 -
GBP180,555,000; 31 December 2011 - GBP180,810,000) and on
74,241,429 (30 June 2011 - 74,241,429; 31 December 2011 -
74,241,429) shares, being the number of Ordinary Shares in issue at
the period end after conversion of the Ordinary Share warrants.
The basic net asset value per Restricted Voting Share is based
on net assets at the period end of GBP3,411,000 (30 June 2011 -
GBP4,632,000; 31 December 2011 - GBP4,483,000) and on 67,084,807
(30 June 2011 - 67,084,807; 31 December 2011 - 67,084,807) shares,
being the number of Restricted Voting Shares in issue at the period
end.
9. These are not statutory accounts in terms of Section 434 of
the Companies Act 2006 and have not been audited or reviewed by the
Company's auditors. The information for the year ended 31 December
2011 has been extracted from the latest published financial
statements which received an unqualified audit report and have been
filed with the Registrar of Companies. No statutory accounts in
respect of any period after 31 December 2011 have been reported on
by the Company's auditors or delivered to the Registrar of
Companies. The Half-Year Report is available at the Company's
website address, www.fcpet.co.uk.
For more information, please contact:
Hamish Mair (Fund Manager) 0131 718 1184
hamish.mair@fandc.com
Gordon Hay Smith (Company Secretary) 0131 718 1018
gordon.haysmith@fandc.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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