Quarterly Report • Mar 31, 2012
Quarterly Report
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Interim Report and Accounts for the six months ended 31 March 2012
| Page | |
|---|---|
| Objective | 1 |
| Company Summary | 1 |
| Financial Summary | 2 |
| Ten Year Historical Record | 3 |
| Chairman's Statement | 4 |
| Manager's Review | 6 |
| Fund Investments | 9 |
| Ten Largest Fund Investments | 10 |
| Top 30 Underlying Investments | 12 |
| Principal Risks and Uncertainties | 13 |
| Directors' Responsibility Statement | 13 |
| Income Statement | 14 |
| Reconciliation of Movements in Shareholders' Funds | 16 |
| Balance Sheet | 17 |
| Cashflow Statement | 18 |
| Notes to the Accounts | 19 |
| Independent Auditors' Review | 23 |
| Information for Investors | 24 |
| Financial Calendar | 24 |
| Corporate Information | Inside back cover |
To achieve long-term capital gains through holding a diversified portfolio of private equity funds investing predominantly in Europe.
| Investment policy | Full details of the Company's investment policy can be found on page 6 of the Annual Report. |
|---|---|
| Investment manager | SL Capital Partners LLP (''The Manager'') |
| Shareholders' funds | »381.9 million at 31 March 2012 |
| Market capitalisation | »237.1 million at 31 March 2012 |
| Capital structure | 162,378,566 ordinary shares of 0.2p each. Each ordinary shareholder is entitled to one vote on a show of hands and, on a poll, to one vote for every ordinary share held. 3,596,981 founder A shares of 0.2p each. The above founder shares do not carry any right to vote, except in the case of changes to class rights. The above founder shares confer rights to convert into an equivalent number of ordinary shares. |
| Management and incentive fees | The base management fee is 0.8% per annum of the net assets of the Company. In addition, there is an incentive fee payable, which is calculated on the basis of 10% of the growth in the diluted net asset value total return in excess of an 8% hurdle rate, measured over the five year period ending 30 September 2016 (more details are provided in note 5). The notice period is twelve months. |
| ISA status | The Company's ordinary shares are eligible for Individual Savings Accounts (ISAs). |
| AIC membership | The Company is a member of The Association of Investment Companies. |
| At 31 March |
At 30 September |
||
|---|---|---|---|
| Performance (Capital Only) | 2012 | 2011 | % Change |
| Net asset value per ordinary share (''NAV'') (undiluted) | 235.2p | 228.7p | 2.8% |
| NAV (diluted) | 232.3p | 225.9p | 2.8% |
| Share price | 146.0p | 134.0p | 9.0% |
| FTSE All-Share Index(1) | 2,987.1 | 2,654.4 | 12.5% |
| MSCI Europe Index (in euros)(1) | 91.0 | 78.4 | 16.1% |
| Discount (difference between share price and diluted net asset value) | 37.2% | 40.7% | ^ |
| Gearing (ratio of borrowing to shareholders' funds) | 4.1% | 8.6% | ^ |
| Performance (Total Return)(2) | Six months % |
1 year % |
Annualised 5 year % |
Annualised since launch % |
|---|---|---|---|---|
| Share price | 10.0 | (5.5) | (8.8) | 4.5 |
| NAV (diluted) | 3.4 | 6.0 | 3.3 | 9.1 |
| FTSE All-Share Index(1) | 15.0 | 1.4 | 1.8 | 4.0 |
| MSCI Europe Index (in euros)(1) | 17.7 | (0.8) | (3.4) | 0.5 |
| High/low for the six months ended 31 March 2012 | High | Low |
|---|---|---|
| Share price (mid) | 151.0p | 113.5p |
(1)The Company has no defined benchmark; the indices above are solely for comparative purposes. (2)Includes dividends reinvested.
| NAV and share price | Net assets »m |
NAV (undiluted) p |
NAV (diluted) p |
Share price p |
Premium/ (discount) to diluted NAV % |
|---|---|---|---|---|---|
| At 30 September 2002 | 143.8 | 90.3 | 90.3 | 82.00 | (9.2) |
| At 30 September 2003 | 148.9 | 93.6 | 93.6 | 82.00 | (12.4) |
| At 30 September 2004 | 168.6 | 105.9 | 105.9 | 94.50 | (10.8) |
| At 30 September 2005 | 228.3 | 143.5 | 143.5 | 156.25 | 8.9 |
| At 30 September 2006 | 289.8 | 182.1 | 179.6 | 183.50 | 2.1 |
| At 30 September 2007 | 385.7 | 241.3 | 237.7 | 226.50 | (4.7) |
| At 30 September 2008 | 375.5 | 234.8 | 231.4 | 161.00 | (30.4) |
| At 30 September 2009 | 265.6 | 164.9 | 163.4 | 112.25 | (31.3) |
| At 30 September 2010 | 315.2 | 195.3 | 193.3 | 113.75 | (41.2) |
| At 30 September 2011 | 369.4 | 228.7 | 225.9 | 134.00 | (40.7) |
| At 31 March 2012 | 381.9 | 235.2 | 232.3 | 146.00 | (37.2) |
| Performance and dividends | NAV total return % |
Share price total return1 % |
Dividend paid2 »m |
Dividend paid per ordinary share p |
Expense ratio3 % |
|---|---|---|---|---|---|
| Year to 30 September 2002 | (3.8) | (14.6) | 0.7 | 0.45 | 0.754 |
| Year to 30 September 2003 | 5.0 | 1.6 | 1.9 | 1.20 | 1.07 |
| Year to 30 September 2004 | 13.8 | 16.0 | 0.9 | 0.55 | 1.04 |
| Year to 30 September 2005 | 36.9 | 67.3 | 1.9 | 1.20 | 1.01 |
| Year to 30 September 2006 | 26.6 | 18.7 | 2.9 | 1.80 | 1.01 |
| Year to 30 September 2007 | 35.4 | 24.8 | 3.8 | 2.40 | 0.97 |
| Year to 30 September 2008 | (1.3) | (27.8) | 5.6 | 3.50 | 0.94 |
| Year to 30 September 2009 | (29.2) | (29.5) | 0.6 | 0.70 | 0.92 |
| Year to 30 September 2010 | 18.4 | 1.4 | 0.1 | 0.10 | 1.02 |
| Year to 30 September 2011 | 17.0 | 18.0 | 0.2 | 0.20 | 1.02 |
| Six months to 31 March 2012 | 3.4 | 10.0 | 1.0 | 1.30 | 1.055 |
1 Data supplied by Fundamental Data.
2 Represents the cash dividend paid during the year, declared for the previous financial year.
3 The expense ratios have been re-calculated to follow the AIC's recommended methodology for calculating Ongoing Charges.
4 For the period from the Company's listing until 1 July 2002 no management fee was charged on the Company's cash or money market holdings.
5 Annualised for 2012.
| Fund manager as a % of net assets |
Fund investments as a % of net assets |
|||||
|---|---|---|---|---|---|---|
| Investment exposure | Top 5 % |
Top 10 % |
Top 10 % |
Top 20 % |
Top 30 % |
|
| At 30 September 2002 | 36.6 | 51.8 | 42.0 | 55.5 | 60.3 | |
| At 30 September 2003 | 49.1 | 72.3 | 61.3 | 81.9 | 85.2 | |
| At 30 September 2004 | 48.6 | 76.1 | 64.9 | 86.7 | 89.1 | |
| At 30 September 2005 | 44.9 | 75.5 | 60.7 | 78.3 | 81.4 | |
| At 30 September 2006 | 40.9 | 67.4 | 50.3 | 74.0 | 81.4 | |
| At 30 September 2007 | 41.0 | 66.5 | 42.5 | 64.8 | 80.4 | |
| At 30 September 2008 | 54.5 | 84.6 | 55.1 | 84.0 | 102.4 | |
| At 30 September 2009 | 55.5 | 87.2 | 61.1 | 93.8 | 109.0 | |
| At 30 September 2010 | 62.1 | 96.4 | 67.9 | 101.0 | 116.2 | |
| At 30 September 2011 | 57.9 | 89.1 | 69.0 | 95.4 | 106.8 | |
| At 31 March 2012 | 56.5 | 86.0 | 68.1 | 93.4 | 102.7 |
The six months ended 31 March 2012 saw a challenging environment for European private equity. While many underlying investee companies continued to report rising earnings and listed equity markets rose over the period, transactional activity, notably for new investments, declined.
Scott Dobbie, CBE
Against this background the Company's net asset value per ordinary share (''NAV'') rose by 2.8% to 235.2p (diluted ^ 232.3p), from 228.7p at 30 September 2011 (diluted ^ 225.9p). At 31 March 2012 the Company's net assets were »381.9 million (30 September 2011 ^ »369.4 million).
The 6.5p rise in NAV during the period comprised 9.3p of net realised gains and income from the Company's portfolio of 37 private equity fund interests and 8.0p of unrealised gains on the portfolio on a constant exchange rate basis, offset by 7.5p of negative exchange rate movements on the portfolio and 3.3p of costs and other movements.
The closing mid-market price of the Company's ordinary shares on 31 March 2012 was 146.0p, an increase of 9.0% over the period and a discount of 37.2% to the diluted NAV. This compares to rises in the FTSE All-Share Index and the MSCI Europe Index (in euros) over this period of 12.5% and 16.1% respectively.
In line with the Company's dividend policy, the Board has not declared an interim dividend.
The Company's portfolio comprises 37 private equity fund interests. At 31 March 2012 the value of this portfolio was »396.0 million, of which net unrealised gains arising during the period were »0.8 million. 99.3% by value of the Company's private equity fund interests were valued by the relevant fund manager at 31 March 2012. In undertaking the valuations the fund managers have followed the International Private Equity and Venture Capital Valuation Guidelines.
In terms of the breakdown of net unrealised gains, unrealised gains on a constant exchange rate basis were »12.9 million (3.2% of the opening portfolio valuation), while negative exchange rate movements contributed an unrealised loss of »12.1 million (3.0% of the opening portfolio valuation). The uplift in unrealised gains on a constant exchange rate basis arose principally from a combination of increased earnings at many underlying investee companies and a rise in listed comparable valuation multiples.
The value and volume of all European private equity investments undertaken during the six months to 31 March 2012 fell, with a total of k19.9 billion of transactions by enterprise value reported during the period (six months ended 31 March 2011 and six months ended 30 September 2011 ^ k40.7 billion and k46.4 billion respectively). This followed the trend seen since summer 2011, as political uncertainty in Europe and broader macroeconomic weakness dominated financial markets and impacted the willingness of private equity managers to acquire, and the ability to obtain debt finance for, new investments. Most of the activity by value took the form of buy-out transactions, principally in the mid market segment of the market: this is transactions with an enterprise value of between k100 million and k1.0 billion and is one of the principal areas of investment focus for the Company.
In line with the decline in activity levels in the European private equity market, the Company funded »16.1 million of draw downs and received »33.4 million of distributions during the period. Importantly, this resulted in a net cash inflow from investment activities of »17.3 million. The distributions received generated net realised gains and income of »15.1 million, which was equivalent to an average return on the Company's acquisition cost of the realised investments of 1.8 times.
In October 2011 the Company made one new fund commitment, with a commitment of k35.0 million to BC European Capital IX, a k6.5 billion pan-European large buy-out fund. At 31 March 2012 the Company had »133.9 million of outstanding commitments.
At 31 March 2012 the Company's net indebtedness had fallen to »14.4 million. The Company has a »120 million syndicated revolving credit facility, led by The Royal Bank of Scotland plc. This facility expires on 31 December 2013.
In the period from 31 March 2012 to 28 May 2012 the Company received »4.5 million of distributions and funded »3.4 million of draw downs. At 28 May 2012 the Company's total outstanding commitments were »126.1 million and its net indebtedness was »13.2 million.
I announced at the Annual General Meeting that Jo Taylor had been appointed to a full time post which was considered incompatible with membership of the Board and, accordingly, he had resigned with immediate effect. Although Jo's period of office was relatively short he made a strong contribution to the Company and he leaves with our best wishes for his future career.
The Company has made satisfactory progress in growing its NAV and improving cashflows during the six months ended 31 March 2012, against a challenging background in Europe. Although at an investee company level direct exposure to businesses headquartered in southern Europe is minimal, the Company's focus on Europe and the euro, which is the reporting currency of most of the fund interests, is clearly a source of uncertainty.
Despite this difficult background, the Board believes that the Company's portfolio, which is broadly mature, is well placed to generate strong future returns.
Scott Dobbie CBE Chairman
29 May 2012
The Company's investment strategy is to invest in the leading European private equity funds focused on mid to large sized buy-outs, which can be categorised as transactions with enterprise values ranging between k200 million and k2.0 billion.
The private equity funds in the Company's portfolio principally invest in countries in Europe, which the Manager defines as EU Member States, EU Associate Member States and other western European countries. The Company has the flexibility to invest up to 20% of its gross assets, at the time of purchase, in private equity funds which invest principally outside Europe. At 31 March 2012 the Company had five fund investments ^ Coller International Partners IV, Coller International Partners V, Pomona Capital V Fund, Pomona Capital VI Fund and Towerbrook Investors II ^ which are likely to invest a majority of their capital outside Europe. In total these funds represented 11.1% of the Company's gross assets by valuation and 10.8% by cost at 31 March 2012.
At 31 March 2012 the Company's portfolio comprised 37 private equity fund interests with a value of »396.0 million which, together with its current assets less liabilities, resulted in the Company having net assets of »381.9 million. This represented an undiluted NAV of 235.2p (diluted NAV ^ 232.3p).
The split of the Company's portfolio by type of private equity fund is set out in the pie chart below. Details of all of the Company's private equity fund investments, and more detailed information on the ten largest fund investments, are shown on pages 9 to 12 of this report.
The valuation of the Company's private equity fund interests at 31 March 2012 was carried out by the Manager and has been approved by the Board in accordance with the Company's accounting policies. In undertaking the valuation, the most recent valuation of each fund prepared by the relevant fund manager has been used, adjusted where necessary for subsequent cashflows. The fund valuations are prepared in accordance with the International Private Equity and Venture Capital Valuation guidelines. These guidelines require investments to be valued at ''fair value''.
Of the 37 private equity funds in which the Company is invested, 36 of the funds, or 99.3% of the portfolio by value, were valued by their fund managers at 31 March 2012. The Manager continues to believe that the use of such timely valuation information is important.
The value of the Company's portfolio of private equity fund interests decreased during the period from »397.4 million at 30 September 2011 to »396.0 million at 31 March 2012. A breakdown of the »1.4 million movement in the Company's portfolio during the period is detailed in the valuation bridge shown above. The decrease in value was driven by »32.6 million of realisation proceeds and »12.1 million of unrealised foreign exchange losses. The above decrease was offset by unrealised gains on the investment portfolio, at constant foreign exchange rates, of »12.9 million, together with »16.1 million of new investments and »14.3 million of realised gains. During the period to 31 March 2012 sterling appreciated by 3.3% relative to the euro and by 2.6% relative to the US Dollar.
European private equity activity levels remained subdued during the six month period as a result of inter alia the ongoing European sovereign debt crisis. This was reflected in the relatively low level of drawdowns by, and to an extent distributions from, the Company's portfolio of fund interests, which resulted in a net cash inflow of »17.3 million from investment activities. This lower level of new investment activity is expected to continue given the current macro-economic and political uncertainty in Europe. Notwithstanding, the maturity of the underlying portfolio should see realisation activity continue.
The Company made one new private equity fund commitment during the six month period, with a k35.0 million commitment to BC European Capital IX, a k6.5 billion private equity fund focused on European buyouts. The new commitment and its quantum was made in light of the Company's positive net cashflow, the low level of outstanding commitments and a continued cautious approach on the part of the Board and the Manager.
It is envisaged that further new commitments will be made during 2012, as the Company continues to receive positive net cashflows from its investment portfolio and as net indebtedness declines. New commitments are likely to be in the form of new primary fund commitments and possibly the purchase of selective secondary interests. Secondary interests could enable the Company to gain exposure to attractive funds which are already partially invested, thus potentially widening the Company's vintage year diversification whilst adding a lower quantum of outstanding commitments.
At 31 March 2012 the Company had »133.9 million of outstanding commitments. After adjusting for excess available liquid resources, such outstanding commitments were equivalent to 7.5% of the Company's net assets.
At 31 March 2012 the Company's 37 private equity fund interests were collectively invested in a total of 531 underlying investments. The diversification of the underlying investments at 31 March 2012 and 30 September 2011 is set out in the four bar charts on page 8.
The bar charts demonstrate the broad diversification that applies by geography and by sector within the Company's underlying portfolio of investments at 31 March 2012. The UK still remains the single largest geographic exposure, although it has fallen from 64.0% at the time of the Company's listing in 2001 to 25.0% at 31 March 2012, as other European private equity markets have continued to develop. The broad sector diversification across a wide range of industries, including industrials, consumer services and financials, helps to mitigate the effect of volatility in any individual sector.
The bar chart showing the maturity exposure of underlying investments highlights the increasing maturity of the portfolio, as a result of the reduced level of new private equity investment over the last two to three years. The bar chart showing value relative to the original cost of underlying investments illustrates that, the portfolio remains healthy with 83.0% of the portfolio valued at or above cost.
The bar charts below show the valuation and leverage multiples of the fifty largest underlying portfolio companies held by the Company's private equity fund interests at 31 December 2011, which in aggregate represented 53.7% of the Company's then net assets. This analysis is at 31 December 2011 due to the fact that most private equity funds provide detailed information on the underlying portfolio companies twice a year, in June and December, rather than quarterly.
The valuation multiples of each underlying portfolio company are derived using the relevant listed comparable companies, adjusted where appropriate, in line with the International Private Equity and Venture Capital Valuation guidelines.
The median valuation and leverage multiples for the top fifty underlying portfolio companies are 8-9x EV/EBITDA and 4-5x Debt/EBITDA respectively. These compare to the valuation and leverage multiples for the top fifty underlying portfolio companies at 30 June 2011 of 9-10x EV/EBITDA and 3-4x Debt/EBITDA. The Manager believes that these valuation and leverage multiples are in line with the European private equity market for similar sized deals and vintages.
The private equity funds in which the Company invests usually take the form of limited partnerships. Contractual commitments are made to the funds and these are drawn down by the managers of the funds as required for investment over time. Details of all of the Company's fund investments, by valuation, and a description of the ten largest fund investments follow:
| Outstanding | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year of | Number of | Valuation | commitments | Cost | Valuation | % of | ||
| commitment | Fund | Type | investments | date* | »'000 | »'000 | »'000 net assets | |
| 2007 | Equistone Partners Europe Fund III | Buy-out | 30 | 31.03.12 | 5,540 | 36,444 | 43,628 | 11.4 |
| 2006 | Charterhouse Capital Partners VIII | Buy-out | 11 | 31.03.12 | 7,110 | 36,285 | 38,909 | 10.2 |
| 2007 | Industri Kapital 2007 | Buy-out | 14 | 31.03.12 | 6,137 | 32,929 | 35,863 | 9.4 |
| 2007 | Apax Europe VII | Buy-out | 27 | 31.03.12 | 4,585 | 23,300 | 30,309 | 7.9 |
| 2005 | Candover 2005 Fund | Buy-out | 9 | 31.03.12 | 1,818 | 38,872 | 21,756 | 5.7 |
| 2005 | Advent Global Private Equity V | Buy-out | 13 | 31.03.12 | 1,313 | 6,551 | 20,808 | 5.4 |
| 2008 | CVC European Equity Partners V | Buy-out | 17 | 31.03.12 | 11,534 | 17,322 | 20,611 | 5.4 |
| 2006 | Cinven Fourth Fund | Buy-out | 14 | 31.03.12 | 3,390 | 12,596 | 16,424 | 4.3 |
| 2006 | Coller International Partners V | Secondary | 54 | 31.03.12 | 5,645 | 10,696 | 15,982 | 4.2 |
| 2006 | 3i Eurofund V | Buy-out | 26 | 31.03.12 | 3,216 | 25,048 | 15,628 | 4.1 |
| 2006 | Permira IV | Buy-out | 16 | 31.03.12 | 1,575 | 14,339 | 13,606 | 3.5 |
| 2005 | Pomona Capital VI Fund | Secondary | 40 | 31.03.12 | 1,709 | 9,724 | 11,364 | 3.0 |
| 2005 | CVC European Equity Partners IV | Buy-out | 14 | 31.03.12 | 1,776 | 6,056 | 11,006 | 2.9 |
| 2006 | HgCapital 5 | Buy-out | 11 | 31.03.12 | 2,771 | 9,820 | 10,582 | 2.8 |
| 2006 | Terra Firma Capital Partners III | Buy-out | 4 | 31.03.12 | 6,202 | 19,856 | 10,350 | 2.7 |
| 2008 | Advent Global Private Equity VI | Buy-out | 22 | 31.03.12 | 2,813 | 7,475 | 9,424 | 2.5 |
| 2006 | Towerbrook Investors II | Buy-out | 7 | 31.03.12 | 3,694 | 6,461 | 8,673 | 2.3 |
| 2000 | CVC European Equity Partners III | Buy-out | 7 | 31.03.12 | 920 | 5,155 | 7,840 | 2.1 |
| 2002 | Charterhouse Capital Partners VII | Buy-out | 6 | 31.03.12 | 2,710 | 7,755 | 7,507 | 2.0 |
| 2005 | Equistone Partners Europe Fund II | Buy-out | 18 | 31.03.12 | 1,789 | 10,206 | 6,331 | 1.7 |
| 2006 | CVC Tandem Fund | Buy-out | 14 | 31.03.12 | 822 | 4,383 | 5,698 | 1.5 |
| 2002 | Coller International Partners IV | Secondary | 37 | 31.03.12 | 2,629 | 270 | 5,670 | 1.5 |
| 2001 | Cinven Third Fund | Buy-out | 5 | 31.03.12 | 967 | 7,198 | 4,716 | 1.2 |
| 2004 | Industri Kapital 2004 | Buy-out | 5 | 31.03.12 | 14 | 7,343 | 4,599 | 1.2 |
| 2001 | Scottish Equity Partners II | Venture capital | 11 | 31.12.11 | ^ | 3,955 | 2,886 | 0.8 |
| 2011 | BC European Capital IX | Buy-out | 1 | 31.03.12 | 26,080 | 3,239 | 2,830 | 0.7 |
| 2001 | Pomona Capital V Fund | Secondary | 75 | 31.03.12 | 106 | 6,542 | 2,744 | 0.7 |
| 2001 | Alchemy Investment Plan | Buy-out | 3 | 31.03.12 | ^ | 7,001 | 2,420 | 0.6 |
| 2001 | Candover 2001 Fund | Buy-out | 3 | 31.03.12 | ^ | 7,492 | 2,128 | 0.6 |
| 2011 | Montagu IV | Buy-out | 1 | 31.03.12 | 22,838 | 2,294 | 1,968 | 0.5 |
| 1998 | CVC European Equity Partners II | Buy-out | 8 | 31.03.12 | 1,082 | 2,725 | 1,584 | 0.4 |
| 2002 | Equistone Partners Europe Fund | Buy-out | 3 | 31.03.12 | 1,395 | 1,399 | 1,246 | 0.3 |
| 1999 | Apax Europe IV | Balanced | 2 | 31.03.12 | - | 7,417 | 517 | 0.1 |
| 2001 | MUST 4 | Buy-out | 2 | 31.03.12 | 1,758 | 3,246 | 352 | 0.1 |
| 1995 | Phildrew Fourth | Buy-out | 1 | 31.03.12 | ^ | 499 | 19 | ^ |
| 1998 | Phildrew Fifth | Buy-out | 0 | 31.03.12 | ^ | 5,864 | 9 | ^ |
| 1998 | Candover 1997 Fund | Buy-out | 0 | 31.03.12 | ^ | 511 | ^ | ^ |
| Total portfolio investments | 531 | 133,938 | 408,268 | 395,987 | 103.7 | |||
| Current assets less liabilities | (14,049) | (3.7) | ||||||
| Shareholders' funds | 381,938 | 100.0 |
* valuation date refers to the date of the last valuation prepared by the manager of the relevant fund.
the 531 underlying investments represent holdings in 504 separate companies. Equistone Partners Europe Fund III Equistone Partners Europe Fund III is a g1.8 billion private equity fund focused on European middle market buy-outs. The fund is managed, alongside g800 million from Barclays Bank, by Equistone Partners Europe, the former private equity arm of Barclays PLC. The manager operates from offices in London, Paris, Munich, Zurich, Birmingham and Manchester with a focus on sourcing investments in the UK, France and Germany. 31 March 30 September 2012 2011 Value (»'000) 43,628 38,811 Cost (»'000) 36,444 36,195 Commitment (g'000) 60,000 60,000 Amount Funded 88.9% 87.5% Holding in Fund 3.3% 3.3% Income (»'000) 89 797
| Charterhouse Capital Partners VIII | 31 March 2012 |
30 September 2011 |
|
|---|---|---|---|
| Charterhouse Capital Partners VIII is a g4.0 billion private equity fund focused on European | Value (»'000) | 38,909 | 38,880 |
| buy-outs. The fund is managed by Charterhouse Capital Partners, one of the oldest private | Cost (»'000) | 36,285 | 36,192 |
| equity firms in the UK. The manager operates across western Europe from its London office | Commitment (g'000) | 60,000 | 60,000 |
| and has a long track record of delivering superior returns for investors. The investment | |||
| strategy is to target large corporate buy-outs with an equity requirement of g200 million to | Amount Funded | 85.8% | 84.0% |
| g450 million per transaction. | Holding in Fund | 1.5% | 1.5% |
| Income (»'000) | 11 | ^ |
| Industri Kapital 2007 | 31 March 2012 |
30 September 2011 |
|
|---|---|---|---|
| Industri Kapital 2007 is a g1.7 billion private equity fund focused on northern European buy | Value (»'000) | 35,863 | 37,207 |
| outs. The fund is managed by IK Investment Partners, which is headquartered in Stockholm, | Cost (»'000) | 32,929 | 33,639 |
| Sweden with further offices in the UK, Norway, France and Germany. IK targets the buy-out of businesses with enterprise values of between g100 million and g500 million. |
Commitment (g'000) | 50,000 | 50,000 |
| Amount Funded | 85.3% | 81.4% | |
| Holding in Fund | 3.0% | 3.0% | |
| Income (»'000) | ^ | ^ |
| Apax Europe VII | 31 March 2012 |
30 September 2011 |
|
|---|---|---|---|
| Apax Europe VII is a g11.1 billion private equity fund predominantly focused on the European | Value (»'000) | 30,309 | 27,231 |
| market. The fund is managed by Apax Partners, one of the leading and most experienced | Cost (»'000) | 23,300 | 22,265 |
| private equity managers in Europe. Apax operates from offices in London, Munich, Milan, | Commitment (g'000) | 41,385 | 41,385 |
| Stockholm and Barcelona in Europe, with further offices in New York, Tel Aviv and across Asia. | |||
| Apax Europe VII focuses on buy-outs and targets Apax Partners' six chosen sectors of | Amount Funded | 86.7% | 82.5% |
| information technology, telecommunications, healthcare, media, financial services and retail. | Holding in Fund | 0.4% | 0.4% |
| Income (»'000) | ^ | 565 |
| Candover 2005 Fund | 31 March 2012 |
30 September 2011 |
|
|---|---|---|---|
| The Candover 2005 Fund is a g3.5 billion private equity fund focused on European buy-outs. | Value (»'000) | 21,756 | 26,068 |
| The fund is managed by Arle Capital Partners. Historically, Candover concentrated on larger | Cost (»'000) | 38,872 | 40,487 |
| buy-outs in the UK market, however, investments in continental Europe are a significant part of this fund's strategy. |
Commitment (g'000) | 60,000 | 60,000 |
| Amount Funded | 96.4% | 95.9% | |
| Holding in Fund | 1.7% | 1.7% | |
| Income (»'000) | ^ | ^ |
at 31 March 2012
| Advent Global Private Equity V | 31 March 2012 |
30 September 2011 |
|
|---|---|---|---|
| Advent Global Private Equity V is a g2.5 billion private equity fund focused on global buy-outs. | Value (»'000) | 20,808 | 17,430 |
| The Company's commitment is to the euro denominated partnership that only invests in | Cost (»'000) | 6,551 | 7,037 |
| European transactions. The fund is managed by Advent International, which has a strong track record in Europe, where it operates from offices in London, Paris, Frankfurt, Milan and Madrid. Advent targets middle market buy-out transactions across a range of sectors. |
Commitment (g'000) | 22,500 | 22,500 |
| Amount Funded | 93.0% | 93.0% | |
| Holding in Fund | 8.0% | 8.0% | |
| Income (»'000) | ^ | ^ |
| CVC European Equity Partners V | 31 March 2012 |
30 September 2011 |
|
|---|---|---|---|
| CVC European Equity Partners V is a g10.7 billion private equity fund predominantly focused | Value (»'000) | 20,611 | 18,347 |
| on European buy-outs. The fund is managed by CVC Capital Partners Europe, one of the | Cost (»'000) | 17,322 | 16,153 |
| leading European private equity managers. CVC operates primarily from offices in London, Paris, Frankfurt, Amsterdam, Brussels, Copenhagen, Madrid, Stockholm, Zurich and Milan in |
Commitment (g'000) | 35,000 | 35,000 |
| Europe, with further offices in New York and across Asia. CVC targets medium and large sized | Amount Funded | 60.5% | 56.4% |
| buy-out transactions. | Holding in Fund | 0.4% | 0.4% |
| Income (»'000) | 32 | 107 |
| Cinven Fourth Fund | 31 March 2012 |
30 September 2011 |
|
|---|---|---|---|
| Cinven Fourth Fund is a g6.5 billion private equity fund, targeting large buy-outs of European | Value (»'000) | 16,424 | 12,786 |
| headquartered companies. Cinven, the manager, operates from offices in London, Frankfurt, | Cost (»'000) | 12,596 | 10,776 |
| Milan and Paris. The team applies a sector based approach by focusing on the business | Commitment (g'000) | 21,000 | 21,000 |
| services, consumer, healthcare, industrials, retail & leisure, and telecoms/media/technology | |||
| sectors. The enterprise value of target companies is generally in excess of g500 million. | Amount Funded | 80.6% | 70.2% |
| Holding in Fund | 0.8% | 0.8% | |
| Income (»'000) | ^ | 585 |
| Coller International Partners V | 31 March 2012 |
30 September 2011 |
|
|---|---|---|---|
| Coller International Partners V is a \$4.5 billion private equity fund focused on secondary | Value (»'000) | 15,982 | 18,211 |
| private equity opportunities. The fund is managed by Coller Capital, one of the most | Cost (»'000) | 10,696 | 12,829 |
| established managers of secondary funds, which was founded in 1990 and is led by Jeremy Coller. The manager operates from offices in London and New York and targets secondary |
Commitment (\$'000) | 40,000 | 40,000 |
| positions, which may be either limited partner positions in private equity funds or portfolios of | Amount Funded | 77.5% | 74.9% |
| direct investments in private companies. | Holding in Fund | 0.8% | 0.8% |
| Income (»'000) | ^ | ^ |
| 3i Eurofund V | 31 March 2012 |
30 September 2011 |
|
|---|---|---|---|
| 3i Eurofund V is a g5.0 billion private equity fund, including a commitment of g2.8 billion | Value (»'000) | 15,628 | 17,962 |
| from 3i Group plc, focused on mid to large sized European buy-outs. The fund is managed by | Cost (»'000) | 25,048 | 25,438 |
| 3i Private Equity, a division of 3i Group plc, an investment company listed on the London | Commitment (g'000) | 40,000 | 40,000 |
| Stock Exchange. 3i is one of the oldest and most experienced private equity managers in | |||
| Europe and operates from a network of offices, including Amsterdam, London, Madrid, Paris | Amount Funded | 90.4% | 87.5% |
| and Stockholm. 3i targets buy-out transactions with enterprise values of between |
Holding in Fund | 0.8% | 0.8% |
| g100 million and g1.0 billion, across a wide range of sectors. | Income (»'000) | ^ | ^ |
at 31 March 2012
The table below summarises the top 30 underlying investments, by value, in the Company's portfolio of private equity funds. The valuations are gross, before any carry provision.
| Entity | Description | Fund | Year of | % of Investment net assets |
|---|---|---|---|---|
| Global Blue | Travel related payment services | Equistone Partners Europe Fund III | 2007 | 3.3 |
| Acromas | Travel assistance and financial services | Charterhouse Capital Partners VII & VIII, CVC European Equity Partners IV & CVC Tandem |
2004 | 2.5 |
| Elior | Catering provider | Charterhouse Capital Partners VII & VIII | 2006 | 2.3 |
| Stork | Manufacturing and engineering conglomerate | Candover 2005 Fund | 2008 | 1.9 |
| Parques Reunidos | Amusement parks | Candover 2005 Fund | 2007 | 1.9 |
| bpost | Belgian postal service | CVC European Equity Partners III, V & CVC Tandem |
2006 | 1.7 |
| ista | Heat and water metering | Charterhouse Capital Partners VIII | 2007 | 1.7 |
| Not disclosed | Supplier of oxo chemicals and derivatives | Advent Global Private Equity V | 2007 | 1.5 |
| Evonik Industries | Chemicals, power generation, real estate | CVC European Equity Partners V & CVC Tandem | 2008 | 1.5 |
| Vivarte | Footwear and apparel retailer | Charterhouse Capital Partners VIII | 2007 | 1.5 |
| Vistra | Trust, fiduciary, corporate and fund services | Industri Kapital 2007 | 2009 | 1.3 |
| AWAS/Pegasus | Aircraft lessor | Terra Firma Capital Partners III | 2007 | 1.3 |
| Schenck Process | Provides industrial weighing and measuring systems | Industri Kapital 2007 | 2007 | 1.1 |
| GHD GesundHeits Deutschland |
Home care product sales | Industri Kapital 2007 | 2010 | 1.1 |
| Bankrate | Internet based banking and finance network | Apax Europe VII | 2009 | 1.1 |
| Cengage Learning | Publisher of books for the higher education sector | Apax Europe VII | 2007 | 1.1 |
| Hugo Boss & Valentino | Fashion group | Permira IV | 2007 | 1.1 |
| Starbev | Leading brewer in Central and Eastern Europe | CVC European Equity Partners V & CVC Tandem | 2009 | 1.1 |
| Not disclosed | Provider of extended warranties | Advent Global Private Equity V | 2007 | 1.0 |
| SHL | UK market leader in psychometric testing | HgCapital 5 | 2006 | 0.9 |
| Flabeg | Manufacturer of industrial mirror glass components | Industri Kapital 2007 | 2008 | 0.9 |
| Formula One | Organiser of leading motor racing championship | CVC European Equity Partners IV | 2006 | 0.9 |
| PHS | UK business services | Charterhouse Capital Partners VII | 2005 | 0.9 |
| Not disclosed | Producer of refractory metals | Advent Global Private Equity V | 2007 | 0.9 |
| Tunstall Healthcare | Social alarms and telecare systems provider | Charterhouse Capital Partners VIII | 2008 | 0.9 |
| Savena | Functional, nutritional and culinary solutions | Industri Kapital 2007 | 2011 | 0.9 |
| Nume¤ricable/Completel | French cable operator | Cinven Third Fund | 2005 | 0.9 |
| NDS | Provider of digital pay-TV solutions | Permira IV | 2009 | 0.9 |
| A-Plan Holdings | Retail insurance broking | Equistone Partners Europe Fund III | 2008 | 0.8 |
| Minimax | Producer of fire suppression systems | Industri Kapital 2004 & 2007 | 2006 | 0.8 |
| Total of Top 30 Underlying Investments | 39.7 |
The principal risks facing the Company relate to the Company's investment activities and include the following:-
Information on each of these risks, and an explanation of how they are managed, is contained in the Company's Annual Report for the year ended 30 September 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.
The Directors are responsible for preparing the half-yearly financial report, in accordance with applicable laws and regulations. The Directors confirm that to the best of their knowledge:-
The half-yearly financial report was approved by the Board on 29 May 2012.
Signed on behalf of the Board of Directors of Standard Life European Private Equity Trust PLC
Scott Dobbie CBE Chairman Edinburgh
29 May 2012
| For the six months to 31 March 2012 (unaudited) |
||||
|---|---|---|---|---|
| Notes | Revenue | Capital | Total | |
| »'000 | »'000 | »'000 | ||
| Gains on investments | ^ | 15,087 | 15,087 | |
| Currency gains/(losses) | ^ | 537 | 537 | |
| Income | 4 | 948 | ^ | 948 |
| Investment management fee | 5 | (151) | (1,357) | (1,508) |
| Administrative expenses | (451) | ^ | (451) | |
| Net return on ordinary activities before finance costs and | A | A | A | |
| taxation | 346 | 14,267 | 14,613 | |
| Finance costs | (106) | (964) | (1,070) | |
| Return on ordinary activities before taxation | A 240 |
A 13,303 |
A 13,543 |
|
| Taxation | (64) | 55 | (9) | |
| Return on ordinary activities after taxation | A A 176 |
A A 13,358 |
A A 13,534 |
|
| Net return per ordinary share | 7 | A 0.11p |
A 8.26p |
A 8.37p |
| Diluted net return per ordinary share | 7 | 0.11p | 8.23p | 8.34p |
| A | A | A |
The Total column of this statement represents the profit and loss account of the Company.
A Statement of Total Recognised Gains and Losses has not been prepared as all gains and losses are recognised in the Income Statement.
All revenue and capital items in the above statement are derived from continuing operations.
No operations were acquired or discontinued in the period.
| For the six months to 31 March 2011 (unaudited) |
For the year ended 30 September 2011 (audited) |
||||
|---|---|---|---|---|---|
| Revenue | Capital | Total | Revenue | Capital | Total |
| »'000 | »'000 | »'000 | »'000 | »'000 | »'000 |
| ç | 46,577 | 46,577 | ç | 56,281 | 56,281 |
| ç | (950) | (950) | ç | (4) | (4) |
| 2,588 | ç | 2,588 | 4,521 | ç | 4,521 |
| (141) | (1,271) | (1,412) | (294) | (2,644) | (2,938) |
| (374) | ^ | (374) | (714) | ç | (714) |
| A | A | A | A | A | A |
| 2,073 | 44,356 | 46,429 | 3,513 | 53,633 | 57,146 |
| (144) | (1,294) | (1,438) | (285) | (2,565) | (2,850) |
| A 1,929 |
A 43,062 |
A 44,991 |
A 3,228 |
A 51,068 |
A 54,296 |
| A (334) |
A 317 |
A (17) |
A (565) |
A 547 |
A (18) |
| 1,595 | 43,379 | 44,974 | 2,663 | 51,615 | 54,278 |
| A A 0.99p |
A A 26.87p |
A A 27.86p |
A A 1.65p |
A A 31.97p |
A A 33.62p |
| 0.98p | 26.72p | 27.70p | 1.64p | 31.74p | 33.38p |
| A | A | A | A | A | A |
| Share | Capital | ||||||
|---|---|---|---|---|---|---|---|
| Share | premium | Special | redemption | Capital | Revenue | ||
| capital | account | reserve | reserve | reserves | reserve | Total | |
| »'000 | »'000 | »'000 | »'000 | »'000 | »'000 | »'000 | |
| Balance at 30 September 2011 | 357 | 79,817 | 79,148 | 3 | 202,037 | 8,002 | 369,364 |
| Total recognised gains | ç | ç | ç | ç | 13,358 | 176 | 13,534 |
| Scrip issue of ordinary shares | 2 | 1,137 | ç | ç | ç | ç | 1,139 |
| Dividends paid | ç | ç | ç | ç | ç | (2,099) | (2,099) |
| Balance at 31 March 2012 | A A 359 |
A A 80,954 |
A A 79,148 |
A A 3 |
A A 215,395 |
A A 6,079 |
A A 381,938 |
| Share | Capital | ||||||
|---|---|---|---|---|---|---|---|
| Share | premium | Special | redemption | Capital | Revenue | ||
| capital | account | reserve | reserve | reserves | reserve | Total | |
| »'000 | »'000 | »'000 | »'000 | »'000 | »'000 | »'000 | |
| Balance at 30 September 2010 | 357 | 79,650 | 79,148 | 3 | 150,422 | 5,662 | 315,242 |
| Total recognised gains | ç | ç | ç | ç | 43,379 | 1,595 | 44,974 |
| Scrip issue of ordinary shares | ç | 167 | ç | ç | ç | ç | 167 |
| Dividends paid | ç | ç | ç | ç | ç | (323) | (323) |
| Balance at 31 March 2011 | A A 357 |
A A 79,817 |
A A 79,148 |
A A 3 |
A A 193,801 |
A A 6,934 |
A A 360,060 |
| Share | Capital | ||||||
|---|---|---|---|---|---|---|---|
| Share | premium | Special | redemption | Capital | Revenue | ||
| capital | account | reserve | reserve | reserves | reserve | Total | |
| »'000 | »'000 | »'000 | »'000 | »'000 | »'000 | »'000 | |
| Balance at 30 September 2010 | 357 | 79,650 | 79,148 | 3 | 150,422 | 5,662 | 315,242 |
| Total recognised gains | ç | ç | ç | ç | 51,615 | 2,663 | 54,278 |
| Scrip issue of ordinary shares | ç | 167 | ç | ç | ç | ç | 167 |
| Dividends paid | ç | ç | ç | ç | ç | (323) | (323) |
| Balance at 30 September 2011 | A A 357 |
A A 79,817 |
A A 79,148 |
A A 3 |
A A 202,037 |
A A 8,002 |
A A 369,364 |
| At | At | At | ||
|---|---|---|---|---|
| 31 March 2012 | 31 March 2011 | 30 September 2011 | ||
| (unaudited) | (unaudited) | (audited) | ||
| Notes | »'000 | »'000 | »'000 | |
| Non-current assets | ||||
| Investments at fair value through profit or loss | 8 | 395,987 | 410,889 | 397,433 |
| Current assets | ||||
| Debtors | 736 | 865 | 709 | |
| Cash and short term deposits | 1,475 | 4,380 | 3,384 | |
| A 2,211 |
A 5,245 |
A 4,093 |
||
| Creditors: amounts falling due within one year | ||||
| Bank loan | 10 | (15,836) | (55,774) | (31,868) |
| Other creditors | (424) | (300) | (294) | |
| (16,260) | (56,074) | (32,162) | ||
| Net current liabilities | A (14,049) |
A (50,829) |
A (28,069) |
|
| Total assets less current liabilities | A A 381,938 |
A A 360,060 |
A A 369,364 |
|
| Capital and reserves | ||||
| Called up share capital | 359 | 357 | 357 | |
| Share premium | 80,954 | 79,817 | 79,817 | |
| Special reserve | 79,148 | 79,148 | 79,148 | |
| Capital redemption reserve | 3 | 3 | 3 | |
| Capital reserves | 215,395 | 193,801 | 202,037 | |
| Revenue reserve | 6,079 | 6,934 | 8,002 | |
| Total shareholders' funds | A 381,938 |
A 360,060 |
A 369,364 |
|
| Analysis of shareholders' funds | A | A | A | |
| Equity interests (ordinary shares) | 381,904 | 360,026 | 369,330 | |
| Non-equity interests (founder shares) | 34 | 34 | 34 | |
| Total shareholders' funds | A A 381,938 |
A A 360,060 |
A A 369,364 |
|
| Net asset value per equity share | 9 | A 235.2p |
A 222.9p |
A 228.7p |
| 9 | A 232.3p |
A 220.3p |
A 225.9p |
| Six months to | Six months to | Year to | |
|---|---|---|---|
| 31 March 2012 | 31 March 2011 | 30 September 2011 | |
| (unaudited) | (unaudited) | (audited) | |
| »'000 | »'000 | »'000 | |
| Net return before finance costs and taxation | 14,613 | 46,429 | 57,146 |
| Adjusted for: | |||
| Gains on disposal of unquoted investments | (14,290) | (8,884) | (31,094) |
| Revaluation of unquoted investments | (797) | (37,693) | (25,187) |
| Currency (gains)/losses | (537) | 950 | 4 |
| Increase in debtors | (28) | (757) | (601) |
| Increase in creditors | 104 | 57 | 41 |
| Tax deducted from non ^ UK income | (9) | (17) | (18) |
| Net cash (outflow)/inflow from operating activities | (944) | 85 | 291 |
| Net cash outflow from servicing of finance | (1,043) | (1,449) | (2,851) |
| Net cash flow from taxation | ç | ç | ç |
| Financial investment | |||
| Purchase of investments | (16,096) | (28,968) | (49,604) |
| Disposal of underlying investments | 32,629 | 34,286 | 78,082 |
| Net cash inflow from financial investment | 16,533 | 5,318 | 28,478 |
| Ordinary dividend paid | A (954) |
A (150) |
A (156) |
| Net cash inflow before financing | 13,592 | 3,804 | 25,762 |
| Net costs of issue of ordinary shares | (6) | (6) | ç |
| Net repayment of loan | (16,032) | (4,871) | (28,777) |
| Net cash outflow from financing | A (16,038) |
A (4,877) |
A (28,777) |
| Decrease in cash and cash equivalents | A (2,446) |
A (1,073) |
A (3,015) |
| Reconciliation of net cash flow to movement in net debt | A | A | A |
| Decrease in cash as above | (2,446) | (1,073) | (3,015) |
| Net repayment of loan | 16,032 | 4,871 | 28,777 |
| Currency movements | 537 | (950) | (4) |
| Movement in net debt in the period | 14,123 | 2,848 | 25,758 |
| Opening net debt | A (28,484) |
A (54,242) |
A (54,242) |
| Closing net debt | A (14,361) |
A (51,394) |
A (28,484) |
| Represented by: | A | A | A |
| Cash and short term deposits | 1,475 | 4,380 | 3,384 |
| Bank loans | (15,836) | (55,774) | (31,868) |
| (14,361) | (51,394) | A A (28,484) |
|
| A A |
A A |
The financial information in this report comprises non-statutory accounts as defined in sections 434^436 of the Companies Act 2006. The financial information for the year ended 30 September 2011 has been extracted from the published accounts that have been delivered to the Registrar of Companies and on which the report of the auditors was unqualified under section 498 of the Companies Act 2006.
The auditors have reviewed the financial information for the six months ended 31 March 2012 in accordance with the applicable standards issued by the Auditing Practices Board for use in the United Kingdom. The independent auditors review report is on page 23.
The financial statements have been prepared under the historical cost convention, as modified to include the revaluation of investments, and in accordance with applicable UK Accounting Standards and with the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' (issued in January 2009). They have also been prepared on the assumption that approval as an investment trust will continue to be granted by HM Revenue & Customs. The financial statements have been prepared on a going concern basis. The financial statements, and the net asset value per equity share figures, have been prepared in accordance with UK Generally Accepted Accounting Principles (''UK GAAP''). The Directors consider the Company's functional currency to be sterling, as the Company is registered in Scotland, the Company's shareholders are predominantly based in the UK and the Company is subject to the UK's regulatory environment. The interim accounts have been prepared using the same accounting policies as the preceding Annual Accounts. In addition, they have been prepared in accordance with the Statement ''Half-yearly financial reports'' issued by the UK Accounting Standards Board and the applicable guidance within the Disclosure and Transparency Rules of the Financial Services Authority.
| At | At | At | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 31 March | 31 March | 30 September | ||||||||
| 3. | Exchange rates | 2012 | 2011 | 2011 | ||||||
| Rates of exchange to sterling were: | ||||||||||
| Euro | 1.1998 | 1.1296 | 1.1611 | |||||||
| US Dollar | 1.5978 | 1.6030 | 1.5578 | |||||||
| Six months | Six months | Year | ||||||||
| ended | ended | ended | ||||||||
| 31 March | 31 March | 30 September | ||||||||
| 2012 | 2011 | 2011 | ||||||||
| 4. | Income | »'000 | »'000 | »'000 | ||||||
| Income from unquoted investments | 946 | 2,587 | 4,514 | |||||||
| Interest receivable on cash | 2 | 1 | 7 | |||||||
| Total income | 948 | 2,588 | 4,521 | |||||||
| Six months ended 31 March 2012 |
Six months ended 31 March 2011 |
Year ended 30 September 2011 |
||||||||
| Revenue | Capital | Total | Revenue | Capital | Total | Revenue | Capital | Total | ||
| »'000 | »'000 | »'000 | »'000 | »'000 | »'000 | »'000 | »'000 | »'000 | ||
| 5. | Investment management and incentive fees | |||||||||
| Investment management fee | 151 | 1,357 | 1,508 | 141 | 1,271 | 1,412 | 294 | 2,644 | 2,938 |
The investment management fee payable to the Manager is 0.8% per annum of the investments and other assets of the Company and any subsidiaries less the aggregate of the liabilities of the Company and any subsidiaries. The investment management fee is allocated 90% to the realised capital reserve and 10% to the revenue account. The management agreement between the Company and the Manager is terminable by either party on twelve months' written notice.
For an incentive fee to be payable at the end of the five year period, the Company's net asset value total return must grow by more than 8% compound per annum (before any accrual for the incentive fee) over the period to 30 September 2016. Should this hurdle rate be achieved, the Manager will be entitled to an incentive fee of 10% of the growth in NAV (before any accrual for the incentive fee) in excess of the hurdle rate, multiplied by the number of ordinary shares in issue on 1 October 2011 (adjusted in certain circumstances to reflect subsequent share issuance and/or a material reduction in the Company's issued share capital). No provision is required in respect of the incentive fee at 31 March 2012.
A dividend of 1.30p per ordinary share, declared as a final dividend, was paid on 6 February 2012 in respect of the year ended 30 September 2011 (dividend of 0.20p per ordinary share paid on 28 January 2011).
The Company issued 881,969 ordinary shares of 0.2p as a result of elections received following a scrip dividend offer in respect of the 2011 final dividend. One new ordinary share was issued for every 129.9p otherwise payable as a cash dividend.
There will be no interim dividend for the six months ended 31 March 2012. Shareholders are reminded that the objective of the Company is longterm capital appreciation.
| Six months ended 31 March 2012 p »'000 |
p | Six months ended 31 March 2011 »'000 |
Year ended 30 September 2011 p »'000 |
||||
|---|---|---|---|---|---|---|---|
| 7. | Net return per ordinary share | ||||||
| The net return per ordinary share is based on the following | |||||||
| figures: | |||||||
| Revenue net return | 0.11 | 176 | 0.99 | 1,595 | 1.65 | 2,663 | |
| Capital net return | 8.26 | 13,358 | 26.87 | 43,379 | 31.97 | 51,615 | |
| Total net return | 8.37 | 13,534 | 27.86 | 44,974 | 33.62 | 54,278 | |
| Weighted average number of ordinary shares in issue | 161,771,309 | 161,414,968 | 161,455,894 | ||||
| Six months ended 31 March 2012 p »'000 |
Six months ended 31 March 2011 p »'000 |
Year ended 30 September 2011 p »'000 |
|||||
| The fully diluted net return per ordinary share is based on the | |||||||
| following figures: | |||||||
| Revenue net return (fully diluted) | 0.11 | 176 | 0.98 | 1,595 | 1.64 | 2,663 | |
| Capital net return (fully diluted) | 8.23 | 13,358 | 26.72 | 43,379 | 31.74 | 51,615 | |
| Total net return (fully diluted) | 8.34 | 13,534 | 27.70 | 44,974 | 33.38 | 54,278 |
Fully diluted net returns have been calculated on the basis set out in Financial Reporting Standard 22 'Earnings per share' ('FRS 22'). For the six months ended 31 March 2012, this is based on 162,590,484 shares, comprising the weighted average 161,771,309 ordinary shares and 819,175 founder A shares deemed to be issued for no consideration on exercise of all founder A shares by reference to the average share price of the ordinary shares during the period. For the six months ended 31 March 2011, this is based on 162,374,866 shares, comprising the weighted average 161,414,968 ordinary shares and 959,898 founder A shares capable of conversion. For the year ended 30 September 2011, this is based on the weighted average of 162,597,933 ordinary shares, comprising the weighted average 162,455,894 ordinary shares and 1,142,039 founder A shares capable of conversion.
| At 31 March 2012 »'000 |
At 31 March 2011 »'000 |
At 30 September 2011 »'000 |
||
|---|---|---|---|---|
| 8. | Fixed asset investments | |||
| Fair value through profit or loss: | ||||
| Opening market value | 397,433 | 369,630 | 369,630 | |
| Opening investment holding losses | 13,078 | 38,265 | 38,265 | |
| Opening book cost | 410,511 | 407,895 | 407,895 | |
| Movements in the period: | ||||
| Additions at cost | 16,096 | 28,968 | 49,604 | |
| Disposals of underlying investments by funds | (32,629) | (34,286) | (78,082) | |
| 393,978 | 402,577 | 379,417 | ||
| Gains on disposal of underlying investments | 14,290 | 11,285 | 35,157 | |
| Losses on disposal of fund investments | ç | (2,401) | (4,063) | |
| Closing book cost | 408,268 | 411,461 | 410,511 | |
| Closing investment holding losses | (12,281) | (572) | (13,078) | |
| Closing market value | 395,987 | 410,889 | 397,433 | |
| 9. | Net asset value per ordinary share | At 31 March 2012 |
At 31 March 2011 |
At 30 September 2011 |
| Basic: | ||||
| Ordinary shareholders' funds | »381,903,457 | »360,026,000 | »369,330,320 | |
| Number of ordinary shares in issue | 162,378,566 | 161,496,597 | 161,496,597 | |
| Net asset value per ordinary share | 235.2p | 222.9p | 228.7p | |
| Diluted: | ||||
| Ordinary shareholders' funds | »385,500,438 | »363,622,981 | »372,927,301 | |
| Number of ordinary shares in issue | 165,975,547 | 165,093,578 | 165,093,578 | |
| Net asset value per ordinary share | 232.3p | 220.3p | 225.9p |
During the period the Company issued 881,969 ordinary shares of 0.2p as a result of elections received following a scrip dividend offer in respect of the 2011 final dividend. One new ordinary share was issued for every 129.9p otherwise payable as a cash dividend.
For the six months ended 31 March 2012, the diluted NAV per ordinary share is based on the number of shares in issue of 165,975,547, being 162,378,566 ordinary shares and 3,596,981 founder A shares.
The net asset value per ordinary share and ordinary shareholders' funds are calculated in accordance with the Company's articles of association.
| 10. | Bank loans | At 31 March 2012 »'000 |
At 31 March 2011 »'000 |
At 30 September 2011 »'000 |
|---|---|---|---|---|
| Unsecured bank loans repayable within one year: | ||||
| g16,000,000 at 2.923% repayable 30 April 2012 | 13,336 | ç | ç | |
| g3,000,000 at 2.958% repayable 20 April 2012 | 2,500 | ç | ç | |
| g37,000,000 at 3.857% repayable 31 October 2011 | ç | ç | 31,868 | |
| g63,000,000 at 3.448% repayable 28 April 2011 | ç | 55,774 | ç | |
| 15,836 | 55,774 | 31,868 |
At 31 March 2012, the Company had a »120 million committed, multi-currency syndicated revolving credit facility led by The Royal Bank of Scotland plc of which »15.8m has been drawn down in euros. The facility expires on 31 December 2013. The interest rate on this facility is LIBOR plus 2.5% and the commitment fee payable on non-utilisation is 1.0% per annum.
The ultimate parent undertaking of the Company is Standard Life PLC. The accounts of the ultimate parent undertaking are the only group accounts incorporating the accounts of the Company.
There are no changes in the nature or magnitude of the related parties' transactions described in the last Annual Report that have had a material effect on the financial position or performance of the Company during the period ended 31 March 2012.
We have been engaged by Standard Life European Private Equity Trust PLC (the ''Company'') to review the condensed set of financial statements in the half-yearly financial report for the six months ended 31 March 2012, which comprise the Income Statement, the Reconciliation of Movements in Shareholders' Funds, the Balance Sheet, the Cashflow Statement and related notes. We have read the other information contained in the halfyearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
The half-yearly financial report is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.
As disclosed in note 2, the annual financial statements of the Company are prepared in accordance with applicable law and United Kingdom Accounting Standards (UK Generally Accepted Accounting Practice). The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with the Statement ''Half-yearly financial reports'' issued by the UK Accounting Standards Board.
Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review. This report, including the conclusion, has been prepared for and only for the Company for the purpose of the Disclosure and Transparency Rules of the Financial Services Authority and for no other purpose. We do not, in producing this report, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come, save where expressly agreed by our prior consent in writing.
We conducted our review in accordance with the International Standard on Review Engagements (UK and Ireland) 2410, ''Review of Interim Financial Information Performed by the Independent Auditor of the Entity'' issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 31 March 2012 is not prepared, in all material respects, in accordance with the Statement ''Half-yearly financial reports'' issued by the UK Accounting Standards Board and the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.
Chartered Accountants Edinburgh 29 May 2012
This report has been mailed to shareholders at the address shown on the Company's share register. Any change of address should be advised to the Registrars at the following address under the signature of the shareholder:
Equiniti Limited 34 South Gyle Crescent South Gyle Business Park Edinburgh EH12 9EB United Kingdom
Registrars' shareholder helpline: 0871 384 2618* Registrars' broker helpline: 0906 559 6025
* Calls to this number are charged at 8p per minute from a BT landline. Other telephone providers costs may vary.
If your shares are held via nominees you should contact them with any change of address.
The Company's ordinary share price is published in the Financial Times.
The Stock Exchange code for the Company's ordinary shares is SEP. The Company's Sedol number is 3047468 and the ISIN number is GB0030474687.
In view of the unlisted nature of the Company's investment portfolio, the NAV is announced to the Stock Exchange quarterly.
Lump sum and regular savings ISAs in the Company's ordinary shares are offered by Standard Life Savings Limited. These provide a tax efficient vehicle for investors wishing to invest up to »11,280 in the tax year 2012/2013. There is no initial charge and no annual management charge for the plans. Further details are available from Standard Life Savings Limited, 12 Blenheim Place, Edinburgh EH7 5ZR, or by telephoning 0845 602 4247.
SL Capital Partners LLP 1 George Street Edinburgh EH2 2LL
Telephone: 0131 245 0055 Fax: 0131 245 6105
SL Capital Partners LLP is authorised and regulated by the Financial Services Authority and is a subsidiary of Standard Life Investments Limited. Standard Life Investments Limited may record and monitor telephone calls to help improve customer service.
September ^ Quarterly trading statement announced December ^ Preliminary results for the year announced December ^ Annual report and accounts published January ^ Annual General Meeting March ^ Quarterly trading statement announced May ^ Interim results announced June ^ Interim report published
Scott Dobbie CBE, Chairman Alastair Barbour Edmond Warner David Warnock Donald Workman
1 George Street Edinburgh EH2 2LL United Kingdom
SL Capital Partners LLP 1 George Street Edinburgh EH2 2LL United Kingdom
Personal Assets Trust Administration Company Limited 10 St. Colme Street Edinburgh EH3 6AA United Kingdom
BNP Paribas Securities Services S.A. 55 Moorgate London EC2R 6PA United Kingdom
Collins Stewart Europe Limited 88 Wood Street London EC2V 7QR United Kingdom
Dickson Minto WS 16 Charlotte Square Edinburgh EH2 4DF United Kingdom
PricewaterhouseCoopers LLP PO Box 90 Erskine House 68^73 Queen Street Edinburgh EH2 4NH United Kingdom
Ernst & Young LLP Ten George Street Edinburgh EH2 2DZ United Kingdom
The Royal Bank of Scotland plc Level 5 135 Bishopsgate London EC2M 3UR United Kingdom
JPMorgan Chase Bank 125 London Wall London EC2Y 5AJ United Kingdom
Equiniti Limited 34 South Gyle Crescent South Gyle Business Park Edinburgh EH12 9EB United Kingdom
Registered in Scotland no. 216638 1 George Street Edinburgh EH2 2LL United Kingdom
1 George Street Edinburgh EH2 2LL United Kingdom
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