Spice Private Equity AG

Earnings Release • Mar 13, 2014

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RNS Number : 2489C

Princess Private Equity Holding Ltd

13 March 2014

Princess Private Equity Holding Limited

For Immediate Release

ANNUAL FINANCIAL RESULTS ANNOUNCEMENT

YEAR ENDED 31 DECEMBER 2013

The Board of Princess Private Equity Holding Limited (Princess or the Company) announces the Audited Consolidated Annual Financial Results of the Company for the year ended 31 December 2013.

In accordance with DTR4.1, the full Annual Financial Report will be issued to Shareholders on or about 13 March 2014. The required announcement in accordance with DTR4.1 will be made on the day of issue of the Annual Financial Report.

CHAIRMAN'S REPORT

Dear valued investor

As Chairman of the Board of Princess Private Equity Holding Limited, I am pleased to present the 2013 Annual Report to you. I continue to have great confidence in the Princess portfolio and its Investment Manager, and I am convinced that the measures implemented in 2013 to concentrate on direct investments will substantially enhance the position of your portfolio over time.

2013 was a year of transition in a challenging macroeconomic environment. With market valuations across the size spectrum near historic peaks, the Investment Advisor remained highly selective in its investment process throughout 2013 investing a total of EUR 49.2 million, of which EUR 37.5 million was in ten direct investments on behalf of Princess with the remaining EUR 11.7 million in draw-downs from existing fund commitments. While the repositioning of the portfolio and the accumulation of higher than expected cash reserves within the fund resulted in a NAV performance which was modest and below public markets for the year, I believe that the transition and disciplined investment approach will be of long-term benefit to Princess shareholders and that the direct investments made during the year will help to create shareholder value in the coming years.

Princess' continued transition to be the leading global mid-market private equity fund on the London Stock Exchange should help to narrow the current discount to NAV. In addition, Princess' attractive dividend policy with an annual aggregate of 5-8% of NAV per share is expected to have a positive effect on Princess' discount development.

Throughout 2013, distribution proceeds to Princess remained robust with the mature portfolio generating a high number of successful realizations. One of the key exits for Princess in 2013 was the sale of AHT Cooling, the global market leader for commercial plug-in cooling and freezing equipment for the food retailing industry. Such proceeds as well as the monies received from the staggered secondary sale of several third party funds which was signed in 2012, provide Princess with sufficient liquidity to acquire further attractive direct investments.

In 2013, Princess' audited net asset value (NAV) increased by 2.6% on a total return basis, adjusted for a total dividend of EUR 0.53 per share paid to investors. Positive valuation developments in the Princess portfolio were responsible for the bulk of the Company's NAV growth, adding 5.7% to the NAV development. However, negative currency movements detracted (-1.4%) from Princess' NAV. Also the cash drag had a dilutive effect on Princess' NAV performance.

In July 2014 the European Alternative Investment Fund Management Directive (AIFMD) will come into effect. At present, the Board considers that the Company falls outside the scope of this Directive, in that the number of its shares in issue is static or declining, and accordingly it does not market inside the European Union.

My fellow Directors and I would like to take this opportunity to thank you for the continued confidence you have shown in Princess. It is our belief that the substantial progress made in 2013 with the repositioning of Princess towards a direct investment company with a high dividend yield objective will ensure that Princess is well-placed to continue creating value for its shareholders over the years to come and to be recognized as the leading global mid-market private equity fund on the London Stock Exchange.

Brian Human, Chairman

Guernsey, 10 March 2014

AUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME for the period from 1 January 2013 to 31 December 2013

In thousands of EUR	Notes	01.01.2013	01.01.2012
		31.12.2013	31.12.2012
Net income from financial assets at fair value through profit or loss		26'478	21'332
Private equity		22'022	15'121
Interest & dividend income	24	355	54
Revaluation	10,25	28'307	16'596
Withholding tax on direct private equity investments	10,25	-	(10)
Net foreign exchange gains / (losses)	10,26	(6'640)	(1'519)
Private debt		3'132	4'713
Interest income (including PIK)	24	2'246	2'697
Revaluation	10,25	3'859	1'707
Net foreign exchange gains / (losses)	10,26	(2'973)	309
Private real estate		1'238	1'126
Revaluation	10,25	1'246	1'129
Net foreign exchange gains / (losses)	10,26	(8)	(3)
Private infrastructure		86	372
Revaluation	10,25	86	372
Net income from short-term investments		2	-
Revaluation	25	2	-
Net income from cash & cash equivalents and other income		(147)	32
Interest income	24	20	17
Net foreign exchange gains / (losses)	26	(167)	15
Total net income		26'333	21'364
Operating expenses		(16'008)	(18'282)
Management fees	27	(8'704)	(10'937)
Incentive fees	14,27	(2'104)	(2'271)
Administration fees	27	(295)	(307)
Service fees	27	(250)	(250)
Other operating expenses		(1'055)	(2'813)
Other net foreign exchange gains / (losses)	26	(3'600)	(1'704)
Other financial activities		4'704	2'068
Setup expenses - credit facilities		(1'271)	(900)
Other finance cost		930	(2'283)
Net gains / (losses) from hedging activities	11,25	5'045	5'250
Other income		-	1
Surplus / (loss) for the financial period		15'029	5'150
Other comprehensive income for the period; net of tax		-	-
Total comprehensive income for the period		15'029	5'150
Weighted average number of shares outstanding		69'395'451.63	69'514'391.00
Basic surplus per share for the financial period		0.22	0.07
Diluted surplus per share for the financial period		0.22	0.07
The Euro earnings per share is calculated by dividing the surplus / (loss) for the financial period by the weighted average number of shares outstanding

AUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 31 December 2013

In thousands of EUR ASSETS Financial assets at fair value through profit or loss	Notes		31.12.2013		31.12.2012
Private equity	10	317'049		330'260
Private debt	10	57'882		63'462
Private real estate	10	15'985		19'166
Private infrastructure	10	5'267		4'895
Deferred receivables on investments	15	50'346		95'797
Non-current assets			446'529		513'580
Other short-term receivables		1'497		7'027
Deferred receivables on investments	15	51'292		-
Hedging assets	11	345		5'166
Cash and cash equivalents	12	69'761		65'724
Current assets			122'895		77'917
TOTAL ASSETS			569'424		591'497
EQUITY AND LIABILITIES
Share capital	13	69		70
Treasury shares	13	(432)		-
Retained earnings		(1'357)		(16'386)
Reserves	13	561'832		599'459
Total equity			560'112		583'143
Other long term payables		205		-
Liabilities falling due after one year			205		-
Accruals and other short-term payables		9'107		8'354
Liabilities falling due within one year			9'107		8'354
TOTAL EQUITY AND LIABILITIES			569'424		591'497

AUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the period from 1 January 2013 to 31 December 2013

In thousands of EUR                                                         Share capital		Treasury shares	Retained earnings	Reserves	Total
Equity at beginning of reporting period	70	-	(16'386)	599'459	583'143
Dividend paid during the period	-	-	-	(36'763)	(36'763)
Other comprehensive income for the period; net of tax	-	-	-	-	-
Share buyback and cancellation	(1)	-	-	(864)	(865)
Share buyback for cancellation	-	(432)	-	-	(432)
Surplus / (loss) for the financial period	-	-	15'029	-	15'029
Equity at end of reporting period	69	(432)	(1'357)	561'832	560'112
for the period from 1 January 2012 to 31 December 2012
In thousands of EUR                                                         Share capital		Treasury shares	Retained earnings	Reserves	Total
Equity at beginning of reporting period	70	-	(21'536)	634'293	612'827
Dividend paid during the period	-	-	-	(34'057)	(34'057)
Other comprehensive income for the period; net of tax	-	-	-	-	-
Share buyback and cancellation	-	-	-	(777)	(777)
Share buyback for cancellation	-	-	-	-	-
Surplus / (loss) for the financial period	-	-	5'150	-	5'150
Equity at end of reporting period	70	-	(16'386)	599'459	583'143

AUDITED CONSOLIDATED STATEMENT OF CASH FLOWS

for the period from 1 January 2013 to 31 December 2013

In thousands of EUR	Notes	01.01.2013	01.01.2012
		31.12.2013	31.12.2012
Operating activities
Surplus / (loss) for the financial period before interest expense		15'029	5'150
Adjustments:
Net foreign exchange (gains) / losses	26	13'388	2'902
Investment revaluation	25	(33'500)	(19'804)
Withholding tax on direct investments	25	-	10
Net (gain) / loss on interest	24	(2'621)	(2'735)
Net (gain) / loss on dividends	24	-	(33)
Revaluation on forward hedges	11	(5'045)	(7'075)
Revaluation on option hedges	11	-	1'825
(Increase) / decrease in receivables		(3'847)	(104'141)
Increase / (decrease) in payables		894	(2'661)
Realized gains / (losses) from forward hedges	11	9'866	(3'768)
Purchase of private equity investments	10	(37'813)	(66'223)
Purchase of private debt investments	10	(8'251)	(10'641)
Purchase of private real estate investments	10	(170)	(2'326)
Purchase of private infrastructure investments	10	(286)	(959)
Distributions from and proceeds from sales of private equity investments	10	72'681	277'134
Distributions from and proceeds from sales of private debt investments	10	13'798	13'062
Distributions from and proceeds from sales of private real estate investments	10	4'589	-
Distributions from and proceeds from sales of private infrastructure investments	10	-	218
Purchase of short-term investments		(44'998)	-
Sale of short-term investments		45'000	-
Interest & dividends received		3'549	1'726
Net cash from / (used in) operating activities		42'263	81'661
Financing activities
Dividends paid	13	(36'763)	(34'057)
Share buyback and cancellation	13	(864)	(777)
Treasury shares buyback	13	(432)	-
Net cash from / (used in) financing activities		(38'059)	(34'834)
Net increase / (decrease) in cash and cash equivalents		4'204	46'827
Cash and cash equivalents at beginning of reporting period	12	65'724	19'339
Effects of foreign currency exchange rate changes on cash and cash equivalents	26	(167)	15
Cash and cash equivalents at end of reporting period	12	69'761	66'181

INVESTMENT MANAGER'S REPORT

2013 - a year in transition

NAV up by 2.6% in 2013

In 2013, Princess' audited net asset value (NAV) increased by 2.6% to EUR 8.09 per share, adjusted for the total dividend of EUR 0.53 per share paid to investors over the year.

Positive valuation developments in the Princess portfolio were responsible for the bulk of the Company's NAV growth in 2013, adding 5.7% to the NAV development. This performance was predominantly fuelled by the operational growth of underlying portfolio companies, as constructive value creation initiatives by the Investment Manager and its partners continued to engender operational improvements. For instance, Princess' 50 largest portfolio companies on a look through basis, representing 31.4% of NAV, posted weighted average year-on-year revenue and earnings (EBITDA) growth of 10.5% and 11.5%, respectively. However, negative currency movements detracted (-1.4%) from Princess' NAV. Also the cash drag had a dilutive effect on Princess' NAV performance.

Throughout the year, Princess' mature portfolio led to sizable distributions. One of the key exits in 2013 was AHT Cooling. The Austrian based manufacturer of industrial refrigerators was exited at a significant premium to its previous carrying value. AHT Cooling formerly was Princess' largest portfolio exposure (direct and indirect), representing 2.6% of net assets as of 30 September 2013.

Total dividend of EUR 0.53 per share paid to investors

Princess paid investors a total dividend of EUR 0.53 per share via two interim dividends, or EUR 36.8 million overall in 2013. This translated to an annualized dividend yield of 6.6% based on the NAV per share as of 31 December 2013, or an annualized dividend yield of 8.4% based on the closing price of EUR 6.30 on the London Stock Exchange at the end of the year.

Also going forward Princess intends to pay dividends with an annual aggregate of 5-8% of NAV per share. The Board of Directors is confident that the strong dividend yield on offer will further enhance the attractiveness of Princess to potential and existing investors alike.

Further positioning towards a global direct mid-market fund

In 2013 market valuations across the size spectrum were near historic peaks. This has been driven by a confluence of robust debt markets, "light" private equity deal volume, and strong public equity markets. Still, Partners Group, the Investment Advisor to Princess, believes that the middle market offers the most attractive opportunities as there are many more companies available in this market segment. Yet, a unique sourcing advantage has become more critical than ever; and there Partners Group, with its deep local networks and a targeted sourcing strategy can still find good companies at reasonable valuations. However, given the challenging macroeconomic environment, Partners Group remained highly selective in its investment process throughout 2013, investing EUR 37.5 million in ten direct investments on behalf of Princess. While recognizing the importance of putting cash to work and increasing the investment level, the Investment Manager believes that a disciplined approach to investment will be of long-term benefit to Princess shareholders, and is satisfied that the direct investments made during the year will help to create shareholder value in the coming years. As of year-end, Princess had an investment level of 70.7% and an allocation to direct investments of 39.0%. However, since year-end a further four transactions which were in closing as of year-end have funded, providing a boost to the investment level early in 2014.

During the first quarter of 2013, Princess completed a direct investment in Softonic which operates a global multiplatform soft-ware guide that allows users to explore, download and manage software applications on multiple devices. This was followed in the second quarter by an investment in CSS Corp, a global technology support services leader which provides a range of technology support services, including mobility solutions, cloud enablement, technical support and remote infrastructure management to blue-chip clients including some of the largest global technology companies.

In the third quarter Princess completed a new direct investment in Universal Services of America (USA), a provider of diversified security services to some of the largest real estate management companies in the US. With three new direct investments, the fourth quarter was the most active. Princess invested in a Swiss-based pharmaceutical company and a US-based financial services provider in December. In addition Princess provided mezzanine financing in the acquisition of Well Intervention Services (Project Marvel), a leading provider of well intervention services for the oil and gas industry, by EQT VI.

Overall, new investments for 2013 totaled EUR 49.2 million. This year's total investments included only EUR 11.7 million in drawdowns from existing fund commitments, which clearly reflects the success in repositioning Princess further towards a pure direct vehicle.

Price-to-NAV discount

The discount to NAV for Princess on aggregate widened over 2013 and closed the year at - 22.1%, compared with -18.7% at the end of 2012. Following the strong share price performance during 2012 (+26.0%), Princess' share price performance was slightly negative during 2013 (-0.3%), adjusted for the dividend, lagging the positive NAV development (+2.6%) and leading to a slight widening of the discount.

The Investment Manager is confident that Princess' continued transition to be the leading global mid-market private equity fund on the London Stock Exchange will translate into a narrowing discount. In addition, Princess' mature portfolio with its optimistic outlook for realizations as well as the attractive dividend policy are expected to have a positive effect on Princess' discount development.

Robust distribution activity in 2013

Distribution proceeds to Princess from exited investments totaled EUR 78.7 million in 2013. With EUR 30.9 million received from realized investments, the fourth quarter was the most lucrative for distributions.

One of the key exits for Princess in 2013 was the sale of AHT Cooling, which Partners Group agreed to sell in September and generated total distributions of EUR 14.0 million to Princess. AHT Cooling is the global market leader for commercial plug-in cooling and freezing equipment for the food retailing industry. Other notable distributions from Princess' direct portfolio were received from the refinancing of a US-based education publisher and Action, a Netherlands-based non-food discount retailer.

The portfolio also benefited from several different exits pursued by Princess' investment partners. For example Polish Enterprise, which completed a secondary share sale on the

Warsaw Stock Exchange of a portion of its remaining stake in Magellan, a financial institution focusing on the collection and restructuring of debts in the Polish healthcare sector. The exit returned a multiple of 10x.

In addition to the above mentioned sale proceeds, Princess' liquidity position was further strengthened by EUR 15.9 million received in 2013 from the staggered secondary sale of several third party funds which was signed in 2012. The Investment Manager is therefore confident that Princess liquidity position sup-ports the further acquisition of attractive direct investments.

Unfunded commitments to third party funds down by more than 38%

The portfolio's total unfunded commitments amount to EUR 196.8 million. Unfunded commitments to third party funds in the Princess portfolio decreased by 38.7% in 2013 to EUR 45.1 million, down from EUR 73.5 million as of the end of 2012. EUR 29.4 million of the Company's unfunded commitments stem from funds that have a vintage year 2006 and older, and are considered unlikely to call any more capital as they should have already completed their investment periods. The Investment Manager expects unfunded commitments to third party funds to virtually disappear over the next two to three years, and no new third party fund commitments are being made under the policy of focusing on direct transactions.

Reduced credit facility

In November, the Investment Manager implemented the Princess Board's decision to renegotiate the terms of Princess' credit facility, which included reducing the total facility from EUR 80 million to EUR 50 million, reflecting the transition to a direct portfolio with reduced unfunded commitments to third party funds. The new multi-currency credit facility runs until 26 July 2017 and has an unchanged margin rate of 2.95% p.a. if the loan to value ratio is below 15% and 3.25% p.a. above. In addition, it offers a reduction in the non-utilization fee from 1.05% p.a. to 0.90% p.a.

Outlook

The Investment Manager is confident of further transitioning Princess' portfolio to solely direct investments and positioning Princess as the leading global mid-market private equity fund on the London Stock Exchange.

The Investment Manager will continue to benefit from its deep local networks and a targeted sourcing strategy in order to find good companies at reasonable valuations. This strategy has already proven successful as deal flow remains strong with a number of investments which have completed since year end. These investments include Swiss-based VAT Holding AG, the global market leader in high-end vacuum valves, Hofmann Menü Manufaktur, a German-based provider of cook and freeze products; Fermaca, a Latin American pipeline operator and the mezzanine debt refinancing of London headquartered European coffee house chain, Caffè Nero.

Adjusting for all investments which were in closing as of year-end brings the pro-forma investment level to 80.8% while the pro-forma allocation to direct investments increases to 44.0%.

Given the ongoing challenging macroeconomic environment, the Investment Advisor will continue to focus on uncovering attractive business models of mid-market companies which exhibit potential to be developed further. The Investment Advisor believes that the completed direct investments as well as the ongoing deal flow will be the main drivers of future NAV growth.

PORTFOLIO ALLOCATION

Increased allocation to direct investments

At 57%, the largest allocation in the Company's portfolio as of the end of 2013 was to primary fund investments, down from 61% as of the end of the previous year. The allocation to direct investments increased to 39% as of year-end 2013 (2012: 36%). The portfolio's allocation to secondary investments increased by 1% to 4%.

Small- and mid-cap exposure increases by 2 percentage points

The allocation to small- and mid-cap investments rose by 2 percentage points in 2013 to 43% of the portfolio. The allocation to the large- and mega-large-cap buyout segment remained unchanged at 15%. The share of venture capital investments in the portfolio decreased to 16% at the end of 2013 from 18% at the end of 2012, reflecting realizations from the mature venture capital portfolio. The allocation of the portfolio to the mezzanine and special situations sector remained un-changed versus the previous year at 12% and 14% respectively.

Regional allocation broadly unchanged

The geographical exposure of the Princess portfolio by value at the end of 2013 was split between North America, which remained unchanged at 35%, Europe (45% against 46% in 2012) and Asia & Rest of World (20% against 19% in 2012).

Diversified portfolio by industry sectors

The Princess portfolio is broadly diversified across a range of industries. The highest allocations are to the industrials (28%), consumer discretionary (25%), financial (14%), health-care (12%), and information technology (9%) sectors, which together represented 88% of the NAV as of the end of 2013.

Well-balanced split by investment year

The maturity of the Princess portfolio is further underpinned by a healthy level of diversification across investment years. Around 32% of Princess' current investments were made before 2008. These portfolio companies have been developed in the past years in readiness for exiting over the next few years.

A detailed analysis and commentary on the developments of Princess during 2013 is presented in the Annual Report, which can be accessed via: http://www.princess-privateequity.net/financialreports

A copy of the report has also been submitted to the National Storage Mechanism and is available for inspection at: http://www.Hemscott.com/nsm.do

Ends.

About Princess

Princess is an investment holding company founded in 1999 and domiciled in Guernsey. It invests, inter alia, in private equity and private debt investments. Princess is advised in its investment activities by Partners Group AG, a global private markets investment management firm with over EUR 31 billion in investment programs under management in private equity, private debt, private real estate and private infrastructure. Princess aims to provide shareholders with long-term capital growth and an attractive dividend yield. Princess is traded on the London Stock Exchange (ticker symbol: PEY). Further information: www.princess-privateequity.net

Contacts

Princess Private Equity Holding Limited:

princess@princess-privateequity.net

www.princess-privateequity.net

Registered Number: 35241

Investor relations contact

George Crowe

Phone: +44 (0)20 7575 2771

E-mail: george.crowe@partnersgroup.com

Media relations contact

Partners Group AG

Alexander von Wolffradt

Phone: +41 41 784 66 45

E-mail: alexander.wolffradt@partnersgroup.com

www.partnersgroup.com

This document does not constitute an offer to sell or a solicitation of an offer to buy or subscribe for any securities and neither is it intended to be an investment advertisement or sales instrument of Princess Private Equity Holdings. The distribution of this document may be restricted by law in certain jurisdictions. Persons into whose possession this document comes must inform themselves about, and observe any such restrictions on the distribution of this document. In particular, this document and the information contained therein is not for distribution or publication, neither directly nor indirectly, in or into the United States of America, Canada, Australia or Japan.

This document may have been prepared using financial information contained in the books and records of the product described herein as of the reporting date. This information is believed to be accurate but has not been audited by any third party. This document may describe past performance, which may not be indicative of future results. No liability is accepted for any actions taken on the basis of the information provided in this document. Neither the contents of Princess' website nor the contents of any website accessible from hyperlinks on Princess' website (or any other website) is incorporated into, or forms part of, this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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