Interim / Quarterly Report • Mar 31, 2014
Interim / Quarterly Report
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Interim Report and Accounts for the six months ended 31 March 2014
| 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 |
Objective
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 17 of the Annual Report. |
|---|---|
| Investment manager | SL Capital Partners LLP (''The Manager'') |
| Shareholders' funds | £401.2 million at 31 March 2014 |
| Market capitalisation | £324.6 million at 31 March 2014 |
| Capital structure | 159,097,294 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. | |
| 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% per annum 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. |
| Performance (Capital Only) | At 31 March 2014 |
At 30 September 2013 |
% Change |
|---|---|---|---|
| Net asset value per ordinary share (''NAV'') | 252.2p | 243.4p | 3.6 |
| Share price | 204.0p | 198.0p | 3.0 |
| FTSE All-Share Index(1) | 3,555.6 | 3,443.9 | 3.2 |
| MSCI Europe Index (in euros)(1) | 113.8 | 106.2 | 7.2 |
| Discount (difference between share price and diluted net asset value) | 19.1% | 18.6% |
| Performance (Total Return)(2) | Six months % |
1 year % |
Annualised 5 year % |
Annualised since launch(3) % |
|---|---|---|---|---|
| Share price | 5.6 | 12.9 | 37.6 | 6.9 |
| NAV | 5.5 | 6.6 | 7.4 | 8.5 |
| FTSE All-Share Index(1) | 4.8 | 8.8 | 16.4 | 5.3 |
| MSCI Europe Index (in euros)(1) | 8.3 | 16.6 | 17.3 | 2.7 |
| High/low for the six months ended 31 March 2014 | High | Low |
|---|---|---|
| Share price (mid) | 208.0p | 195.0p |
(1) The Company has no defined benchmark; the indices above are solely for comparative purposes.
(2) Includes dividends reinvested.
(3) The Company was listed on the London Stock Exchange in May 2001.
| NAV and share price | Net assets £m |
NAV (undiluted) p |
NAV (diluted) p |
Share price p |
Premium/ (discount) to diluted NAV % |
|---|---|---|---|---|---|
| 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 30 September 2012 | 369.7 | 227.6 | 224.9 | 162.38 | (27.8) |
| At 30 September 2013 | 401.2 | 244.2 | 243.4 | 198.00 | (18.6) |
| At 31 March 2014 | 401.2 | 252.2 | 252.2 | 204.00 | (19.1) |
| 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 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 |
| Year to 30 September 2012 | 0.1 | 22.4 | 1.0 | 1.30 | 0.97 |
| Year to 30 September 2013 | 9.1 | 23.4 | 1.3 | 2.00 | 0.99 |
| Six months to 31 March 2014 | 5.5 | 5.6 | 8.2 | 5.00 | 0.984 |
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 follow the AIC's recommended methodology for calculating Ongoing Charges.
4 Annualised for 2014.
| 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 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 30 September 2012 | 51.2 | 80.2 | 63.5 | 87.4 | 97.9 |
| At 30 September 2013 | 44.9 | 68.4 | 51.7 | 76.5 | 86.8 |
| At 31 March 2014 | 44.2 | 68.4 | 54.9 | 77.4 | 86.9 |
Edmond Warner, OBE
In the six month period to 31 March 2014 the Company enjoyed a strong inflow of distributions, as the improving European macro-economic environment and better listed financial markets saw increased exit activity across the portfolio. The Company's net asset value per ordinary share ("NAV") rose by 3.6% during the period to 252.2p, from a diluted NAV of 243.4p at 30 September 2013. The NAV total return for the period was 5.5%. At 31 March 2014 the Company's net assets were £401.2 million (30 September 2013 – £401.2 million).
The 8.8p rise in NAV during the period comprised 13.9p of net realised gains and income from the Company's portfolio of 42 private equity fund interests, 2.3p of unrealised gains on a constant exchange rate basis, 2.8p of negative exchange rate movements on the portfolio, a 5.0p impact from payment of the final dividend for the year ended 30 September 2013, a 2.0p benefit from share buy-back transactions and 1.6p of fees, costs and other items.
The closing mid-market price of the Company's ordinary shares on 31 March 2014 was 204.0p, an increase of 3.0% over the period and a discount of 19.1% to the NAV. This compares to rises in the FTSE All-Share Index and the MSCI Europe Index (in euros) over this period of 3.2% and 7.2% respectively.
In line with the Company's dividend policy, the Board has not declared an interim dividend. On 30 January 2014 the Company paid a final dividend for the year ended 30 September 2013 of 5.0p per ordinary share. The cost of the final dividend was £8.2 million.
The value of all private equity investments undertaken in Europe during the six months to 31 March 2014 was slightly higher than the corresponding period in 2013, with €40.4 billion of transactions by enterprise value announced (six months ended 31 March 2013 – €38.5 billion). While the number and aggregate value of large buy-out transactions remains volatile, the middle market of buy-out transactions with an enterprise value between €100 million and €1 billion continues to grow. Positively, the period also saw an increase in mergers and acquisitions activity in Europe.
In line with activity levels in the European private equity market and the maturity of the Company's portfolio, the Company funded £15.9 million of draw downs and received £49.3 million of distributions during the period. Accordingly, the Company generated a net cash inflow from investment activities of £33.4 million. The distributions received generated net realised gains and income of £22.9 million, equivalent to an average return on the acquisition cost of the realised investments of 1.9 times (year ended 30 September 2013 – 2.2 times).
In line with the Company's investment strategy, two new fund commitments were made during the period, with commitments of €30.0 million to Nordic Capital VIII in October 2013 and €30.0 million to Permira V in March 2014. The Company also undertook two secondary fund purchases. The Company acquired an original commitment of €20.0 million to 3i Eurofund V in December 2013. The fund interest was acquired at a 2.5% discount to the 30 June 2013 valuation of the fund, adjusted for subsequent cashflows. The purchase price for the fund interest was £8.2 million and the Company assumed outstanding commitments of £0.7 million. The Company already held an existing original commitment of €40.0 million to 3i Eurofund V. The Company also acquired an original commitment of €6.0 million to IK VII in March 2014. The fund interest was acquired at 100% of the 30 September 2013 valuation of the fund, adjusted for subsequent cashflows. The purchase price for the fund interest was £1.0 million and the Company assumed outstanding commitments of £3.9 million. The Company already held an existing original commitment of €30.0 million to IK VII. At 31 March 2014 the Company had £213.5 million of outstanding commitments (30 September 2013 – £178.5 million).
In addition, reflecting the more flexible approach to the use of the Company's capital resources and the strong cash inflow, in a series of transactions the Company acquired a total of 6.1 million ordinary shares through share buy-back transactions for £12.2 million. The ordinary shares were acquired at an average price of 198.2p and at an average discount to the prevailing diluted NAV of 19.0%. The ordinary shares acquired have been cancelled.
At 31 March 2014 the Company had a cash balance, including holdings in money market funds, of £22.7 million and had £21.9 million invested in UK and European equity index tracker funds. The Company continues to have an undrawn £80 million syndicated revolving credit facility led by The Royal Bank of Scotland plc that expires in December 2016.
The Company's portfolio comprises 42 private equity fund interests. At 31 March 2014 the value of this portfolio was £356.4 million, of which net unrealised losses arising during the period were £0.8 million. 94.4% by value of the Company's private equity fund interests were valued by the relevant fund manager at 31 March 2014.
Unrealised gains on a constant exchange rate basis were £3.7 million (1.0% of the opening portfolio valuation). The uplift reflected a combination of positive earnings growth and a rise in listed comparable valuation multiples. Exchange rate movements contributed an unrealised loss of £4.5 million (1.3% of opening portfolio valuation). During the period sterling appreciated by 1.1% against the euro and by 2.9% against the US dollar.
During the period from 31 March 2014 to 28 May 2014 the Company funded £6.9 million of draw downs and received £9.7 million of distributions. At 28 May 2014 the Company had a cash balance, including holdings in money market funds, of £23.8 million and had £22.4 million invested in UK and European equity index tracker funds. At 28 May 2014 the Company had outstanding commitments of £202.9 million.
The Board is pleased to welcome Alan Devine as a director of the Company, who has been appointed with immediate effect. Alan has spent his entire career working for The Royal Bank of Scotland Group in a variety of senior roles and he is currently CEO of RBS Shipping Group. Alan brings significant experience of the banking market, which the Board believes will be invaluable in its deliberations.
An improving macro-economic environment and broadly favourable listed equity markets, coupled to signs of increasing mergers and acquisitions activity in Europe, should result in a continuing strong flow of realisations from the Company's portfolio. This is particularly true for those investments made in 2006-07, which are mature.
Increasing mergers and acquisitions activity should also result in a rise in deal flow for new investments. The Board and the Manager believe the portfolio is well positioned for further growth in value over the remainder of the year.
Edmond Warner OBE Chairman
29 May 2014
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 €200 million and €2.0 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 2014 the Company had six fund investments – Coller International Partners IV, Coller International Partners V, Pomona Capital V Fund, Pomona Capital VI Fund, TowerBrook Investors II and TowerBrook Investors IV - which are likely to invest a majority of their capital outside Europe. In total these funds represented 8.6% of the Company's gross assets by valuation and 6.4% by cost at 31 March 2014.
At 31 March 2014 the Company's portfolio comprised 42 private equity fund interests with a value of £356.4 million which, together with its current assets less liabilities, resulted in the Company having net assets of £401.2 million. This represented a NAV of 252.2p.
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 11 of this report.
The valuation of the Company's private equity fund interests at 31 March 2014 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 cash flows. 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 42 private equity funds in which the Company is invested, 40 of the funds, or 94.4% of the portfolio by value, were valued by their fund managers at 31 March 2014. 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 £358.5 million at 30 September 2013 to £356.4 million at 31 March 2014. A breakdown of the £2.1 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 £46.1 million of realisation proceeds from the Company's private equity fund interests and £4.5 million of unrealised foreign exchange losses. This was partially offset by £25.1 million of new investments, £19.7 million of realised gains and £3.7 million of unrealised gains on the investment portfolio on a constant exchange rate basis. During the period to 31 March 2014 sterling appreciated by 1.1% relative to the euro and by 2.9% relative to the US dollar.
The quantum and value of new European private equity investment continues to be impacted by the level of economic and mergers and acquisitions activity in Europe. However, the value of new investments made during the six months ended 31 March 2014 was slightly higher than the equivalent period in 2013, reflecting a growth in the number and value of mid-market buy-out transactions. The Manager is also encouraged by the signs of a pick-up in mergers and acquisitions activity generally.
The Company had £15.9 million of draw downs by, and £49.3 million of distributions from, the Company's portfolio of fund interests, which resulted in a net cash inflow of £33.4 million from investment activities, excluding secondary purchases, during the period. The strong distribution activity reflected an improving exit environment; this is expected to continue, supported by the maturity of the Company's investment portfolio.
The Company undertook two secondary fund transactions during the six month period.
In December 2013 the Company completed the purchase of an original commitment of €20.0 million to 3i Eurofund V. The purchase price was £8.2 million (2.5% discount to the 30 June 2013 valuation of the fund, adjusted for subsequent cashflows) and the Company assumed outstanding commitments of £0.7 million. The Company already held an existing original commitment of €40.0 million to 3i Eurofund V.
In March 2014 the Company also acquired an original commitment of €6.0 million to IK VII. The purchase price was £1.0 million (100% of the 30 September 2013 valuation of the fund, adjusted for subsequent cashflows) and the Company assumed outstanding commitments of £3.9 million. The Company already held an existing original commitment of €30.0 million to IK VII.
The Company made two new primary fund commitments during the six month period, with a €30.0 million commitment to Nordic Capital VIII in October 2013 and a €30.0 million commitment to Permira V in March 2014. The new commitments were made in light of the Company's positive net cash flow and the low level of aggregate outstanding commitments.
It is envisaged that further new commitments will be made during 2014, as the Company continues to receive positive net cash flows from its investment portfolio. New commitments are likely to be in the form of new primary fund commitments and the purchase of selective secondary interests. Secondary fund interests allow 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.
Outstanding commitments in excess of available liquid resources
At 31 March 2014 the Company had £213.5 million of outstanding commitments. After adjusting for excess available liquid resources, such outstanding commitments were equivalent to 22.2% of the Company's net assets.
At 31 March 2014 the Company's 42 private equity fund interests were collectively invested in a total of 512 underlying investments. The diversification of the underlying investments at 31 March 2014 and 30 September 2013 is set out in the four bar charts at the bottom of 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 2014. 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 23.0% at 31 March 2014, 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 private equity transactions 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 two bar charts at the top of page 8 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 2013, which in aggregate represented 46.0% of the Company's then net assets. This analysis is at 31 December 2013 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 10-11x EV/EBITDA and 3-4x Debt/EBITDA respectively. These compare to the valuation and leverage multiples for the top fifty underlying portfolio companies at 30 June 2013 of 9-10x EV/EBITDA and 3-4x Debt/EBITDA. The slight increase in the median valuation multiple reflects the rise in listed comparables. The Manager believes that these valuation and leverage multiples are in line with the European private equity market for similar sized deals and vintages.
Value relative to original cost (% of valuation)
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:
| Vintage year of fund |
Fund | Type | Number of investments |
Valuation date* |
Outstanding commitments £'000 |
Cost £'000 |
Valuation multiple† £'000 |
Net GBP (X) |
% of net assets |
|---|---|---|---|---|---|---|---|---|---|
| 2007 | Industri Kapital 2007 | Buy-out | 14 | 31.03.14 | 1,435 | 29,906 | 33,950 | 1.2 | 8.5% |
| 2006 | 3i Eurofund V | Buy-out | 20 | 31.03.14 | 2,106 | 30,397 | 32,835 | 1.1 | 8.2% |
| 2007 | Apax Europe VII | Buy-out | 26 | 31.03.14 | 3,411 | 22,564 | 25,237 | 1.2 | 6.3% |
| 2007 | Equistone Partners Europe Fund III | Buy-out | 21 | 31.03.14 | 4,728 | 27,527 | 22,605 | 1.4 | 5.6% |
| 2008 | CVC European Equity Partners V | Buy-out | 24 | 31.03.14 | 5,079 | 19,477 | 20,807 | 1.3 | 5.2% |
| 2005 | Candover 2005 Fund | Buy-out | 6 | 31.03.14 | - | 40,770 | 20,671 | 0.7 | 5.2% |
| 2006 | Terra Firma Capital Partners III | Buy-out | 6 | 31.12.13 | 632 | 25,330 | 17,920 | 0.7 | 4.5% |
| 2012 | Equistone Partners Europe Fund IV | Buy-out | 17 | 31.03.14 | 10,457 | 14,540 | 16,670 | 1.2 | 4.2% |
| 2011 | BC European Capital IX | Buy-out | 8 | 31.03.14 | 13,368 | 14,323 | 15,375 | N/D | 3.8% |
| 2006 | Cinven Fourth Fund | Buy-out | 13 | 31.03.14 | 2,180 | 11,856 | 14,264 | 1.6 | 3.6% |
| 2006 | Coller International Partners V | Secondary | 55 | 31.03.14 | 5,230 | 4,713 | 12,454 | 1.4 | 3.1% |
| 2008 | Advent Global Private Equity VI | Buy-out | 25 | 31.03.14 | 537 | 7,822 | 11,395 | 1.7 | 2.8% |
| 2006 | Permira IV | Buy-out | 18 | 31.03.14 | 1,004 | 9,946 | 10,622 | 1.1 | 2.6% |
| 2006 | TowerBrook Investors II | Buy-out | 6 | 31.03.14 | 3,471 | 6,086 | 9,410 | 1.9 | 2.3% |
| 2011 | Montagu IV | Buy-out | 6 | 31.03.14 | 15,609 | 9,126 | 8,961 | 1.1 | 2.2% |
| 2006 | HgCapital 5 | Buy-out | 8 | 31.03.14 | 1,011 | 8,597 | 8,471 | 1.6 | 2.1% |
| 2005 | Pomona Capital VI Fund | Secondary | 34 | 31.03.14 | 1,638 | 8,494 | 8,055 | 1.5 | 2.0% |
| 2012 | Advent Global Private Equity VII | Buy-out | 10 | 31.03.14 | 10,169 | 6,258 | 7,891 | 1.3 | 2.0% |
| 2013 | Bridgepoint Europe IV | Buy-out | 20 | 31.03.14 | 989 | 7,366 | 7,152 | 1.1 | 1.8% |
| 2012 | IK VII | Buy-out | 3 | 31.03.14 | 23,362 | 6,499 | 5,674 | 0.9 | 1.4% |
| 2002 | Charterhouse Capital Partners VII | Buy-out | 6 | 31.03.14 | 1,534 | 7,778 | 5,143 | 1.9 | 1.3% |
| 2005 | Advent Global Private Equity V | Buy-out | 6 | 31.03.14 | 1,302 | 2,145 | 5,090 | 2.9 | 1.3% |
| 2004 | Industri Kapital 2004 | Buy-out | 4 | 31.03.14 | 14 | 6,166 | 4,740 | 2.2 | 1.2% |
| 2005 | CVC European Equity Partners IV | Buy-out | 9 | 31.03.14 | 1,690 | 4,772 | 4,665 | 2.2 | 1.2% |
| 2005 | Equistone Partners Europe Fund II | Buy-out | 7 | 31.03.14 | 221 | 8,827 | 3,785 | 1.6 | 0.9% |
| 2013 | Charterhouse Capital Partners IX | Buy-out | 9 | 31.03.14 | 2,220 | 3,148 | 3,722 | 1.2 | 0.9% |
| 2006 | CVC Tandem Fund | Buy-out | 12 | 31.03.14 | 622 | 3,628 | 3,543 | 1.5 | 0.9% |
| 2002 | Coller International Partners IV | Secondary | 37 | 31.03.14 | 1,620 | 270 | 2,876 | 1.4 | 0.7% |
| 2001 | Cinven Third Fund | Buy-out | 4 | 31.03.14 | 959 | 5,453 | 2,600 | 2.1 | 0.6% |
| 2001 | Scottish Equity Partners II | Venture capital | 5 | 31.12.13 | - | 3,559 | 2,025 | 1.0 | 0.5% |
| 2001 | Candover 2001 Fund | Buy-out | 3 | 31.03.14 | - | 6,184 | 1,637 | 1.6 | 0.4% |
| 2001 | Pomona Capital V Fund | Secondary | 54 | 31.03.14 | 102 | 6,051 | 1,569 | 1.4 | 0.4% |
| 2013 | Nordic Capital VIII | Buy-out | 1 | 31.03.14 | 22,815 | 2,104 | 1,557 | 0.7 | 0.4% |
| 2000 | CVC European Equity Partners III | Buy-out | 3 | 31.03.14 | 881 | 3,455 | 845 | 2.7 | 0.2% |
| 2001 | MUST 4 | Buy-out | 1 | 31.03.14 | 1,764 | 3,240 | 617 | 2.0 | 0.2% |
| 2002 | Equistone Partners Europe Fund | Buy-out | 2 | 31.03.14 | - | 587 | 530 | 2.5 | 0.1% |
| 1998 | CVC European Equity Partners II | Buy-out | 4 | 31.03.14 | 1,037 | 2,332 | 473 | 1.9 | 0.1% |
| 1999 | Apax Europe IV | Balanced | 1 | 31.03.14 | - | 6,935 | 437 | 1.1 | 0.1% |
| 2013 | CVC Capital Partners VI | Buy-out | - | 31.03.14 | 24,614 | 190 | 91 | 0.5 | 0.0% |
| 1995 | Phildrew Fourth | Buy-out | - | 31.03.14 | - | - | 17 | 0.3 | 0.0% |
| 2013 | Permira V | Buy-out | 4 | 31.03.14 | 24,801 | - | - | 0.0% | |
| 2013 | TowerBrook Investors IV | Buy-out | - | 31.03.14 | 20,864 | 152 | - | - | 0.0% |
| Total portfolio investments‡ | 512 | 213,476 | 388,573 | 356,381 | 88.8% | ||||
| Current assets less liabilities | 44,801 | 11.2% | |||||||
| Shareholders' funds | 401,182 | 100.0% |
* valuation date refers to the date of the last valuation prepared by the manager of the relevant fund.
† the net multiple has been calculated by SL Capital Partners LLP in GBP on the basis of the total realised and unrealised return for the interest held in each fund investment. (N/D – not disclosed due to legal limitations).
‡ the 512 underlying investments represent holdings in 489 separate companies.
at 31 March 2014
| Industri Kapital 2007 | 31 March 2014 |
30 September 2013 |
|
|---|---|---|---|
| Industri Kapital 2007 is a €1.7 billion private equity fund focused on northern European | Value (£'000) | 33,950 | 39,344 |
| buy-outs. The fund is managed by IK Investment Partners, which is headquartered in London, with further offices in Stockholm, Oslo, Paris and Hamburg. IK targets the buy-out of businesses with enterprise values of between €100 million and €500 million. |
Cost (£'000) | 29,906 | 34,537 |
| Commitment (€'000) | 50,000 | 50,000 | |
| Amount Funded | 96.5 | 96.5% | |
| Holding in Fund | 3.0% | 3.0% | |
| Income (£'000) | 269 | 60 |
| 3i Eurofund V | 31 March 2014 |
30 September 2013 |
|
|---|---|---|---|
| 3i Eurofund V is a €5.0 billion private equity fund, including a commitment of €2.8 billion | Value (£'000) | 32,835 | 17,027 |
| from 3i Group plc, focused on mid to large sized European buy-outs. The fund is managed | Cost (£'000) | 30,397 | 21,121 |
| by 3i Private Equity, a division of 3i Group plc, an investment company listed on the London | Commitment (€'000) | 60,000 | 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 | 95.8% | 92.1% |
| and Stockholm. 3i targets buy-out transactions with enterprise values of between €100 | Holding in Fund | 1.2% | 0.8% |
| million and €1.0 billion, across a wide range of sectors. | Income (£'000) | – | 290 |
| Apax Europe VII | 31 March 2014 |
30 September 2013 |
|
|---|---|---|---|
| Apax Europe VII is a €11.1 billion private equity fund predominantly focused on the European | Value (£'000) | 25,237 | 24,612 |
| market. The fund is managed by Apax Partners, one of the leading and most experienced | Cost (£'000) | 22,564 | 22,591 |
| private equity managers in Europe. Apax operates from offices in London, Munich, New York | Commitment (€'000) | ||
| and Tel Aviv with further offices across Asia in Hong Kong, Shanghai and Mumbai. The fund | 41,385 | 41,385 | |
| pursues a large buy-out strategy, and targets Apax Partners' four chosen sectors of technology | Amount Funded | 90.0% | 87.3% |
| and telecoms, healthcare, services, and consumer. | Holding in Fund | 0.4% | 0.4% |
| Income (£'000) | – | – |
| Equistone Partners Europe Fund III | 31 March 2014 |
30 September 2013 |
|
|---|---|---|---|
| Equistone Partners Europe Fund III is a €1.8 billion private equity fund focused on European | Value (£'000) | 22,605 | 25,773 |
| middle market buy-outs. The fund is managed, alongside €800 million from Barclays Bank, | Cost (£'000) | 27,527 | 28,850 |
| by Equistone Partners Europe, the former private equity arm of Barclays PLC. The manager | Commitment (€'000) | 60,000 | 60,000 |
| operates from offices in London, Paris, Munich, Zurich, Birmingham and Manchester with a | |||
| focus on sourcing investments in the UK, France and Germany. | Amount Funded | 90.5% | 89.4% |
| Holding in Fund | 3.3% | 3.3% | |
| Income (£'000) | 624 | 574 |
| CVC European Equity Partners V | 31 March 2014 |
30 September 2013 |
|
|---|---|---|---|
| CVC European Equity Partners V is a €10.7 billion private equity fund predominantly focused | Value (£'000) | 20,807 | 19,179 |
| on European buy-outs. The fund is managed by CVC Capital Partners Europe, one of the | Cost (£'000) | 19,477 | 17,569 |
| leading European private equity managers. CVC operates primarily from offices in London, | |||
| Paris, Frankfurt, Amsterdam, Brussels, Copenhagen, Madrid, Stockholm, Zurich and Milan in | Commitment (€'000) | 35,000 | 35,000 |
| Europe, with further offices in New York and across Asia. CVC targets medium and large sized | Amount Funded | 82.4% | 73.3% |
| buy-out transactions. | Holding in Fund | 0.3% | 0.3% |
| Income (£'000) | 488 | 1,235 |
at 31 March 2014
| Candover 2005 Fund | 31 March 2014 |
30 September 2013 |
|
|---|---|---|---|
| The Candover 2005 Fund is a €3.5 billion private equity fund focused on European buy-outs. | Value (£'000) | 20,671 | 20,106 |
| The fund is managed by Arle Capital Partners which, historically, concentrated on larger buy | Cost (£'000) | 40,770 | 41,260 |
| outs in the UK market. However, investments in continental Europe are a significant part of this fund's strategy. |
Commitment (€'000) | 60,000 | 60,000 |
| Amount Funded | 100.0% | 100.0% | |
| Holding in Fund | 1.7% | 1.7% | |
| Income (£'000) | – | – |
| Terra Firma Capital Partners III | 31 March 2014 |
30 September 2013 |
|
|---|---|---|---|
| Terra Firma Capital Partners III is a €5.4 billion private equity fund focused predominantly on | Value (£'000) | 17,920 | 15,827 |
| the European market. The fund targets asset-backed businesses operating in resilient and | Cost (£'000) | 25,330 | 24,667 |
| often regulated sectors which are in need of fundamental strategic, operational or | Commitment (€'000) | 34,000 | 34,000 |
| management change. The fund is managed by Terra Firma Capital Partners, which was | |||
| created in 2002 as the independent successor to Nomura Principal Finance Group that was | Amount Funded | 97.8% | 95.4% |
| founded in 1994 by Guy Hands, Terra Firma's Chairman and Chief Investment Officer. The | Holding in Fund | 0.6% | 0.6% |
| manager operates from offices in London, Guernsey and Frankfurt. | Income (£'000) | – | – |
| Equistone Partners Europe Fund IV | 31 March 2014 |
30 September 2013 |
|
|---|---|---|---|
| Equistone Partners Europe Fund IV is a €1.5 billion private equity fund focused on European | Value (£'000) | 16,670 | 13,703 |
| middle market buy-outs. The fund is the first fund raised by by Equistone Partners Europe, | Cost (£'000) | 14,540 | 13,104 |
| following the spin-out from Barclays PLC. The manager operates from offices in London, Paris, Munich, Zurich, Birmingham and Manchester with a focus on sourcing investments in the UK, |
Commitment (€'000) | 30,000 | 30,000 |
| France and Germany. | Amount Funded | 57.8% | 52.0% |
| Holding in Fund | 2.0% | 2.0% | |
| Income (£'000) | – | 229 |
| BC European Capital IX | 31 March 2014 |
30 September 2013 |
|
|---|---|---|---|
| BC Partners is one of the leading European buy-out firms with a track record that goes back | Value (£'000) | 15,375 | 14,258 |
| to 1986. The team operates from offices in London, Paris, Hamburg, Milan and New York. | Cost (£'000) | 14,323 | 12,590 |
| BC European Capital IX held its final close in February 2012 with total commitments of | Commitment (€'000) | 35,000 | 35,000 |
| €6.7 billion. The fund focuses primarily on buy-outs of larger companies exhibiting defensive | |||
| growth characteristics. Typical enterprise values are between €300 million to €2 billion, and | Amount Funded | 53.8% | 47.8% |
| the main focus is on companies in the business services, consumer/retail, healthcare, | Holding in Fund | 0.5% | 0.5% |
| media/telecoms and industrial sectors. | Income (£'000) | – | 97 |
| Cinven Fourth Fund | 31 March 2014 |
30 September 2013 |
|
|---|---|---|---|
| Cinven Fourth Fund is a €6.5 billion private equity fund, targeting large buy-outs of European | Value (£'000) | 14,264 | 15,623 |
| headquartered companies. Cinven, the manager, operates from offices in London, Frankfurt, | Cost (£'000) | 11,856 | 12,218 |
| Milan, Paris and Hong Kong. The team applies a sector based approach by focusing | Commitment (€'000) | ||
| on the business services, consumer, healthcare, industrials, financial services, and | 21,000 | 21,000 | |
| telecoms/media/technology sectors. The enterprise value of target companies is generally in | Amount Funded | 87.4% | 87.4% |
| excess of €500 million. | Holding in Fund | 0.3% | 0.3% |
| Income (£'000) | 238 | 883 |
at 31 March 2014
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 |
|---|---|---|---|---|
| Action | Non-food discount retailer | 3i Eurofund V | 2011 | 2.6% |
| Parques Reunidos | Amusement parks | Candover 2005 Fund | 2007 | 1.5% |
| AWAS/Pegasus | Aircraft lessor | Terra Firma Capital Partners III | 2007 | 1.5% |
| Stork | Manufacturing and engineering conglomerate | Candover 2005 Fund | 2008 | 1.3% |
| Charterhouse Capital Partners VII, CVC European Equity Partners IV & CVC |
||||
| Acromas | Travel assistance and financial services | Tandem | 2004 | 1.2% |
| Hugo Boss | Fashion group | Permira IV | 2007 | 1.0% |
| Scandlines | Northern European ferry operator | 3i Eurofund V | 2007 | 1.0% |
| Trader Media Group | Online, mobile and magazine vehicle advertising | Apax Europe VII | 2007 | 1.0% |
| Visma | Provider of accounting software and services | HgCapital 5 | 2006 | 1.0% |
| Expro International | Oilfield services | Candover 2005 Fund | 2008 | 0.9% |
| Schenck Process | Provides industrial weighing and measuring systems | Industri Kapital 2007 | 2007 | 0.9% |
| Evonik Industries | Chemicals, power generation, real estate | CVC European Equity Partners V & CVC Tandem | 2008 | 0.8% |
| Achilles | Provider of data management services | HgCapital 5 | 2008 | 0.8% |
| A-Plan Holdings | Retail insurance broking | Equistone Partners Europe Fund III | 2008 | 0.8% |
| Tnuva | Food manufacturer and distributor | Apax Europe VII | 2008 | 0.8% |
| Not Disclosed | Cable television operator | BC European Capital IX | 2011 | 0.8% |
| Ladder Capital Finance | Commercial real estate finance company | TowerBrook Investors II | 2008 | 0.8% |
| Avio | Aerospace engine component manufacturer | Cinven Fourth Fund | 2006 | 0.8% |
| TriZetto Group | Healthcare information technology solutions | Apax Europe VII | 2008 | 0.7% |
| Abertis | European toll road operator and airport manager | CVC European Equity Partners V & CVC Tandem | 2010 | 0.7% |
| Arysta | Agrochemicals business | Permira IV | 2008 | 0.7% |
| Unipex | Pharmaceutical and cosmetic chemicals | Industri Kapital 2007 | 2012 | 0.7% |
| Not Disclosed | Cable communications system | BC European Capital IX | 2012 | 0.7% |
| Hilite | Hydraulic actuators and injection systems | 3i Eurofund V | 2011 | 0.7% |
| Vistra | Trust, fiduciary, fund and corporate services | Industri Kapital 2007 | 2009 | 0.7% |
| EverPower | Wind energy development | Terra Firma Capital Partners III | 2009 | 0.7% |
| Technogym | Provides fitness equipment and wellness products | Candover 2005 Fund | 2008 | 0.7% |
| Formula One | Organiser of leading motor racing championship | CVC European Equity Partners IV | 2006 | 0.7% |
| Sound Inpatient Physicians |
Hospital provider of inpatient physician services | TowerBrook Investors II | 2006 | 0.7% |
| Solina | Food ingredients mixer | Industri Kapital 2007 | 2011 | 0.7% |
| Grand Total | 27.9% |
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 2013.
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 2014.
Signed on behalf of the Board of Directors of Standard Life European Private Equity Trust PLC
Edmond Warner OBE Chairman
Edinburgh 29 May 2014
| For the six months to 31 March 2014 (unaudited) |
||||||
|---|---|---|---|---|---|---|
| Notes | Revenue | Capital | Total | |||
| £'000 | £'000 | £'000 | ||||
| Gains on investments | — | 19,699 | 19,699 | |||
| Currency losses | — | (972) | (972) | |||
| Income | 4 | 3,314 | — | 3,314 | ||
| Investment management fee | 5 | (163) | (1,465) | (1,628) | ||
| Administrative expenses | (347) | — | (347) | |||
| Net return on ordinary activities before finance costs | ||||||
| and taxation | 2,804 | 17,262 | 20,066 | |||
| Finance costs | (52) | (476) | (528) | |||
| Return on ordinary activities before taxation | 2,752 | 16,786 | 19,538 | |||
| Taxation | (530) | 521 | (9) | |||
| Return on ordinary activities after taxation | 2,222 | 17,307 | 19,529 | |||
| Net return per ordinary share | 7 | 1.36p | 10.61p | 11.97p | ||
| Diluted net return per ordinary share | 7 | 1.36p | 10.61p | 11.97p | ||
The Total column of this statement represents the profit and loss account of the Company.
There is no material difference between the profit on ordinary activities before taxation and the profit for the period stated above and their historical costs equivalent.
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 2013 (unaudited) |
For the year ended 30 September 2013 (audited) |
|||||||
|---|---|---|---|---|---|---|---|---|
| Revenue | Capital | Total | Revenue | Capital | Total | |||
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |||
| — | 28,851 | 28,851 | — | 28,161 | 28,161 | |||
| — | (227) | (227) | — | (1,159) | (1,159) | |||
| 3,878 | — | 3,878 | 12,150 | — | 12,150 | |||
| (153) | (1,375) | (1,528) | (321) | (2,891) | (3,212) | |||
| (371) | — (371) |
(637) | — | (637) | ||||
| 3,354 | 27,249 | 30,603 | 11,192 | 24,111 | 35,303 | |||
| (97) | (869) | (966) | (147) | (1,328) | (1,475) | |||
| 3,257 | 26,380 | 29,637 | 11,045 | 22,783 | 33,828 | |||
| (340) | 234 | (106) | (1,345) | 1,218 | (127) | |||
| 2,917 | 26,614 | 29,531 | 9,700 | 24,001 | 33,701 | |||
| 1.79p | 16.36p | 18.15p | 5.96p | 14.74p | 20.70p | |||
| 1.78p | 16.21p | 17.99p | 5.91p | 14.62p | 20.53p |
| Capital | |||||||
|---|---|---|---|---|---|---|---|
| Share | Share | Special | redemption | Capital | Revenue | ||
| capital | premium | reserve | reserve | reserves | reserve | Total | |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| Balance at 1 October 2013 | 330 | 85,594 | 75,519 | 70 | 223,438 | 16,214 | 401,165 |
| Total recognised gains | — | — | — | — | 17,307 | 2,222 | 19,529 |
| Conversion of founder A shares | — | 891 | — | 1 | — | — | 892 |
| Buy back of ordinary shares | (12) | — | (12,162) | 12 | — | — | (12,162) |
| Dividends paid | — | — | — | — | — | (8,242) | (8,242) |
| Balance at 31 March 2014 | 318 | 86,485 | 63,357 | 83 | 240,745 | 10,194 | 401,182 |
| Capital | |||||||
|---|---|---|---|---|---|---|---|
| Share | Share | Special | redemption | Capital | Revenue | ||
| capital | premium | reserve | reserve | reserves | reserve | Total | |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| Balance at 1 October 2012 | 359 | 80,954 | 79,148 | 3 | 199,437 | 9,761 | 369,662 |
| Total recognised gains | — | — | — | — | 26,614 | 2,917 | 29,531 |
| Conversion of founder A shares | — | 133 | — | — | — | — | 133 |
| Cancellation of deferred shares | (30) | — | (30) | 60 | — | — | — |
| Scrip issue of ordinary shares | 2 | 1,972 | — | — | — | — | 1,974 |
| Buy back of ordinary shares | (4) | — | (3,582) | 4 | — | — | (3,582) |
| Dividends paid | — | — | — | — | — | (3,247) | (3,247) |
| Balance at 31 March 2013 | 327 | 83,059 | 75,536 | 67 | 226,051 | 9,431 | 394,471 |
| Capital | |||||||
|---|---|---|---|---|---|---|---|
| Share | Share | Special | redemption | Capital | Revenue | ||
| capital | premium | reserve | reserve | reserves | reserve | Total | |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| Balance at 1 October 2012 | 359 | 80,954 | 79,148 | 3 | 199,437 | 9,761 | 369,662 |
| Total recognised gains | — | — | — | — | 24,001 | 9,700 | 33,701 |
| Conversion of founder A shares | 3 | 2,668 | — | 3 | — | — | 2,674 |
| Cancellation of deferred shares | (30) | — | (30) | 60 | — | — | — |
| Buy back of ordinary shares | (4) | — | (3,599) | 4 | — | — | (3,599) |
| Scrip issue of ordinary shares | 2 | 1,972 | — | — | — | — | 1,974 |
| Dividends paid | — | — | — | — | — | (3,247) | (3,247) |
| Balance at 30 September 2013 | 330 | 85,594 | 75,519 | 70 | 223,438 | 16,214 | 401,165 |
| At | At | At | ||
|---|---|---|---|---|
| 31 March 2014 | 31 March 2013 | 30 September 2013 | ||
| (unaudited) | (unaudited) | (audited) | ||
| Notes | £'000 | £'000 | £'000 | |
| Non-current assets | ||||
| Investments at fair value through profit or loss | 8 | 378,301 | 375,733 | 358,512 |
| Current assets | ||||
| Debtors | 543 | 930 | 664 | |
| Money market funds | 20,668 | — | — | |
| Cash and short term deposits | 2,031 | 21,481 | 42,272 | |
| 23,242 | 22,411 | 42,936 | ||
| Creditors : amounts falling due within one year | ||||
| Other creditors | (361) | (3,673) | (283) | |
| Net current assets | 22,881 | 18,738 | 42,653 | |
| Total assets less current liabilities | 401,182 | 394,471 | 401,165 | |
| Capital and reserves | ||||
| Called up share capital | 318 | 327 | 330 | |
| Share premium | 86,485 | 83,059 | 85,594 | |
| Special reserve | 63,357 | 75,536 | 75,519 | |
| Capital redemption reserve | 83 | 67 | 70 | |
| Capital reserves | 240,745 | 226,051 | 223,438 | |
| Revenue reserve | 10,194 | 9,431 | 16,214 | |
| Total shareholders' funds | 401,182 | 394,471 | 401,165 | |
| Analysis of shareholders' funds | ||||
| Equity interests (ordinary shares) | 401,182 | 394,467 | 401,164 | |
| Non-equity interests (founder shares) | — | 4 | 1 | |
| Total shareholders' funds | 401,182 | 394,471 | 401,165 | |
| Net asset value per equity share | 9 | 252.2p | 243.9p | 244.2p |
| Net asset value per equity share (diluted) | 9 | 252.2p | 240.9p | 243.4p |
| Six months to | Six months to | Year to | |
|---|---|---|---|
| 31 March 2014 | 31 March 2013 | 30 September 2013 | |
| (unaudited) | (unaudited) | (audited) | |
| £'000 | £'000 | £'000 | |
| Net return before finance costs and taxation | 20,066 | 30,603 | 35,303 |
| Adjusted for: | |||
| Gains on disposal of unquoted investments | (19,669) | (1,866) | (13,985) |
| Revaluation of unquoted investments | (30) | (26,985) | (14,176) |
| Currency losses on cash balances | 972 | 227 | 1,159 |
| Decrease/(increase) in debtors | 120 | (343) | 17 |
| (Decrease)/increase in creditors | (122) | (77) | 70 |
| Tax deducted from non – UK income | (9) | (106) | (127) |
| Net cash inflow from operating activities | 1,328 | 1,453 | 8,261 |
| Net cash outflow from servicing of finance | (327) | (865) | (1,815) |
| Net cash flow from taxation | — | — | 148 |
| Financial investment | |||
| Purchase of investments | (46,198) | (21,086) | (48,004) |
| Disposal of underlying investments by funds | 46,108 | 24,700 | 57,304 |
| Disposal of fund investments by way of secondary sales | — | 15,403 | 26,246 |
| Net cash (outflow)/inflow from financial investment | (90) | 19,017 | 35,546 |
| Ordinary dividend paid | (8,242) | (1,267) | (1,267) |
| Net cash (outflow)/inflow before financing | (7,331) | 18,338 | 40,873 |
| Bank loans repaid | — | — | (9,895) |
| Bank loans drawn down | — | — | 9,895 |
| Net costs of issue of ordinary shares | — | (12) | — |
| Conversion of founder A shares | 892 | 139 | 2,668 |
| Buy-back of ordinary shares | (12,162) | (246) | (3,599) |
| Net cash outflow from financing | (11,270) | (119) | (931) |
| (Decrease)/increase in cash and cash equivalents | (18,601) | 18,219 | 39,942 |
| Reconciliation of net cash flow to movement in net funds | |||
| (Decrease)/increase in cash as above | (18,601) | 18,219 | 39,942 |
| Currency movements | (972) | (227) | (1,159) |
| Movement in net funds in the period | (19,573) | 17,992 | 38,783 |
| Opening net funds | 42,272 | 3,489 | 3,489 |
| Closing net funds | 22,699 | 21,481 | 42,272 |
| Represented by | |||
| Cash and short term deposits | 2,031 | 21,481 | 42,272 |
| Money market funds | 20,668 | — | — |
| 22,699 | 21,481 | 42,272 |
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 2013 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 2014 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 Conduct Authority.
| At | At | At | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 3. | Exchange rates | 31 March 2014 |
31 March 2013 |
30 September 2013 |
||||||
| Rates of exchange to sterling were: | ||||||||||
| Euro | 1.2096 | 1.1825 | 1.1963 | |||||||
| US Dollar | 1.6672 | 1.5185 | 1.6194 | |||||||
| Six months | Six months | Year | ||||||||
| ended | ended | ended | ||||||||
| 31 March 2014 |
31 March 2013 |
30 September 2013 |
||||||||
| 4. | Income | £'000 | £'000 | £'000 | ||||||
| Income from fund investments | 3,227 | 3,878 | 12,149 | |||||||
| Income from index tracker funds | 76 | — | — | |||||||
| Interest from money market funds | 11 | — | — | |||||||
| Interest from HMRC | — | — | 1 | |||||||
| Total income | 3,314 | 3,878 | 12,150 | |||||||
| Six months ended 31 March 2014 |
Six months ended 31 March 2013 |
Year ended 30 September 2013 |
||||||||
| Revenue | Capital | Total | Revenue | Capital | Total | Revenue | Capital | Total | ||
| 5. | Investment management and incentive fees | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
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.
Investment management fee 163 1,465 1,628 153 1,375 1,528 321 2,891 3,212
For an incentive fee to be payable, 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 five year 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). As at 31 March 2014 the net asset value total return was 260.9p and as such has not exceeded the 8% per annum compound growth hurdle rate at the same date of 274.0p. No provision is required in respect of the incentive fee.
A dividend of 5.0p per ordinary share, declared as a final dividend, was paid on 30 January 2014 in respect of the year ended 30 September 2013 (dividend of 2.0p per ordinary share paid on 1 February 2013).
There will be no interim dividend for the six months ended 31 March 2014. Shareholders are reminded that the objective of the Company is longterm capital appreciation.
| Six months ended 31 March 2014 |
Six months ended 31 March 2013 |
Year ended 30 September 2013 |
|||
|---|---|---|---|---|---|
| p | £'000 | p | £'000 | p | £'000 |
| 1.36 | 2,222 | 1.79 | 2,917 | 5.96 | 9,700 |
| 10.61 | 17,307 | 16.36 | 26,614 | 14.74 | 24,001 |
| 11.97 | 19,529 | 18.15 | 29,531 | 20.70 | 33,701 |
| 162,699,406 | 162,828,459 | ||||
| Six months ended | Six months ended | Year ended 30 September 2013 |
|||
| p | £'000 | p | £'000 | p | £'000 |
| 1.36 | 2,222 | 1.78 | 2,917 | 5.91 | 9,700 |
| 10.61 | 17,307 | 16.21 | 26,614 | 14.62 | 24,001 |
| 11.97 | 19,529 | 17.99 | 29,531 | 20.53 | 33,701 |
| 163,167,871 31 March 2014 |
31 March 2013 |
Fully diluted net returns have been calculated on the basis set out in Financial Reporting Standard 22 'Earnings per share' ('FRS 22'). As at 31 March 2014, all founder A shares had been converted and therefore there was no dilutive effect on earnings per share. For the six months ended 31 March 2013, this is based on 164,197,925 shares, comprising the weighted average 162,699,406 ordinary shares and 1,498,519 founder A shares capable of conversion. For the year ended 30 September 2013, this is based on the weighted average of 164,112,146 ordinary shares, comprising the weighted average 162,828,459 ordinary shares and 1,283,687 founder A shares capable of conversion.
| At 31 March 2014 | ||||||
|---|---|---|---|---|---|---|
| Index | At | At | ||||
| tracker | Fund | 31 March | 30 September | |||
| funds | investments | Total | 2013 | 2013 | ||
| 8. | Investments | £'000 | £'000 | £'000 | £'000 | £'000 |
| Fair value through profit or loss: | ||||||
| Opening market value | — | 358,512 | 358,512 | 365,897 | 365,897 | |
| Opening investment holding losses | — | 31,378 | 31,378 | 45,554 | 45,554 | |
| Opening book cost | — | 389,890 | 389,890 | 411,451 | 411,451 | |
| Movements in the period: | ||||||
| Additions at cost | 21,076 | 25,122 | 46,198 | 21,086 | 48,004 | |
| Disposals of underlying investments by funds | — | (46,108) | (46,108) | (24,700) | (57,304) | |
| Disposals of fund investments by way of secondary sales | — | — | — | (15,403) | (26,246) | |
| 21,076 | 368,904 | 389,980 | 392,434 | 375,905 | ||
| Gains on disposal of underlying investments | — | 19,669 | 19,669 | 10,323 | 25,139 | |
| Losses on liquidation of fund investments | — | — | — | (6,500) | (6,500) | |
| Losses on disposal of fund investments by way | ||||||
| of secondary sales | — | — | — | (1,957) | (4,654) | |
| Closing book cost | 21,076 | 388,573 | 409,649 | 394,300 | 389,890 | |
| Closing investment holding gains/(losses) | 844 | (32,192) | (31,348) | (18,567) | (31,378) | |
| Closing market value | 21,920 | 356,381 | 378,301 | 375,733 | 358,512 | |
There were no index tracker funds for the periods ended 31 March 2013 and 30 September 2013.
| At | At | At | ||
|---|---|---|---|---|
| 31 March | 31 March | 30 September | ||
| 9. | Net asset value per ordinary share | 2014 | 2013 | 2013 |
| Basic: | ||||
| Ordinary shareholders' funds | £401,181,565 | £394,467,826 | £401,163,734 | |
| Number of ordinary shares in issue | 159,097,294 | 161,739,702 | 164,290,213 | |
| Net asset value per ordinary share | 252.2p | 243.9p | 244.2p | |
| Diluted: | ||||
| Ordinary shareholders' funds | £401,181,565 | £397,924,592 | £402,070,815 | |
| Number of ordinary shares in issue | 159,097,294 | 165,197,294 | 165,197,294 | |
| Net asset value per ordinary share | 252.2p | 240.9p | 243.4p | |
During the six months ended 31 March 2014 the remaining 907,081 founder A shares were converted into ordinary shares of 0.2p for consideration of £892,000 including expenses. As a result, there were no dilutive shares in issue. The Company also repurchased a total of 6,100,000 ordinary shares (31 March 2013 – 1,950,000, 30 September 2013 – 1,950,000) at a cost of £12,162,000 including expenses (31 March 2013 – £3,599,000, 30 September 2013 – £3,599,000). All of these shares were cancelled.
The NAV and ordinary shareholders' funds are calculated in accordance with the Company's articles of association.
At 31 March 2014, the Company had an £80 million (2013 – £80 million) committed, multi-currency syndicated revolving credit facility led by The Royal Bank of Scotland plc of which nil (2013 – nil) had been drawn down in euros. The facility expires in December 2016. The interest rate on this facility is LIBOR plus 2.75% 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 were no new related party transactions in the six months to 31 March 2014 over and above those disclosed in the Annual Report and Accounts.
Independent review report to Standard Life European Private Equity Trust PLC
We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 31 March 2014 which comprises the Income Statement, the Reconciliation of Movements in Shareholders' Funds, the Balance Sheet, the cash flow statement and related notes. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
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 Conduct 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 Conduct 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 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 2014 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 Conduct Authority.
Chartered Accountants Edinburgh 29 May 2014
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 Company's ordinary share capital is admitted to trading on the London Stock Exchange. 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.
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
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 £11,880 in the tax year 2014/2015. 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 Conduct 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.
Edmond Warner OBE, Chairman Alastair Barbour Alan Devine Christina McComb David Warnock
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
Canaccord Genuity Limited 88 Wood Street London EC2V 7QR United Kingdom
Dickson Minto WS 16 Charlotte Square Edinburgh EH2 4DF United Kingdom
PricewaterhouseCoopers LLP Atria One 144 Morrison Street Edinburgh EH3 8EX United Kingdom
The Royal Bank of Scotland plc Level 5 135 Bishopsgate London EC2M 3UR United Kingdom
JPMorgan Chase Bank 25 Bank Street Canary Wharf London E14 5JP United Kingdom
Equiniti Limited 34 South Gyle Crescent South Gyle Business Park Edinburgh EH12 9EB United Kingdom
Standard Life European Private Equity Trust PLC Registered in Scotland no. 216638 1 George Street Edinburgh EH2 2LL United Kingdom
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