TIDMELTZ
RNS Number : 2540E
Electra Private Equity Invest PLC
29 May 2012
ELECTRA PRIVATE EQUITY INVESTMENTS PLC
Unaudited Results for Half Year ended 31 March 2012
The information contained in this announcement is restricted and
is not for release, publication, or distribution, directly or
indirectly, nor does it constitute an offer of securities for sale
in the United States, Canada, Japan, Australia or New Zealand.
References in this announcement to Electra Private Equity
Investments PLC have been abbreviated to 'the Company'. References
to the Company's parent company, Electra Private Equity PLC, have
been abbreviated to 'Electra'. References to Electra Partners LLP,
Electra's Manager, have been abbreviated to 'Electra Partners'.
Corporate Summary of Zero Dividend Preference Shares
Electra Private Equity PLC Asset Cover at 31 March 2012: 11.8
times Final Capital Entitlement as at 5 August 2016.
Redemption Yield of 6.5% based on initial placing of 100p per
ZDP Share.
Final Capital Entitlement per ZDP Share of 155.41p on 5 August
2016.
The figures below show the movement in the middle market price
from the first day the ZDP Shares were listed on 5 August 2009
through to 31 March 2012. The initial placing price of the ZDP
Shares was 100p.
Share price of ZDP Shares
Share price
p
------------------- ------------
5 August 2009 102.0
30 September 2009 106.8
31 March 2010 107.8
30 September 2010 116.0
31 March 2011 116.1
30 September 2011 119.0
31 March 2012 128.6
------------------- ------------
The ZDP Shares offer a pre-determined rate of growth in capital
entitlement up to the repayment date of 5 August 2016 but no right
of income. The ZDP Shares rank ahead of Electra's Ordinary
Shareholders and Subordinated Convertible Bondholders but behind
any bank borrowings of Electra. The Final Capital entitlement for
the ZDP Shares is not guaranteed should Electra's net assets be
insufficient on the repayment date of 5 August 2016.
The ZDP Shares do not normally carry voting rights at general
meetings of the Company. The separate approval of a special
resolution of holders of the Company's ZDP Shares is required for
certain proposals which would be likely to affect their rights or
general interests.
The Half Year Report for the six months ended 31 March 2012 will
be available on the Company's website www.electraequity.com/eltz.
Neither the contents of this website nor the contents of any
website accessible from hyperlinks on this website (or any other
website) is incorporated into, or forms part of this
announcement.
Chairman's Statement
I am pleased to present the Company's Half Year Report for the
six months ended 31 March 2012.
The Company is a wholly owned subsidiary of Electra Private
Equity PLC ("Electra") and was established solely for the purpose
of issuing and redeeming Zero Dividend Preference ("ZDP") Shares.
Further details can be found elsewhere in this Half Year
Report.
ZDP Shares
Following the ZDP Share issues in 2009, the Company has not
issued any further ZDP Shares.
The 2009 ZDP Share issues raised a total of GBP46 million of net
proceeds. Pursuant to a loan agreement between the Company and
Electra, in 2009 the Company lent Electra the whole of the net
proceeds and these funds continue to be managed in accordance with
the investment policy of Electra. This loan is on terms requiring
its repayment by Electra to the Company at any time up to or
immediately prior to the ZDP repayment date.
Electra has undertaken that, at any time up to or immediately
prior to the ZDP repayment date, it will subscribe for such number
of ordinary shares in the Company as is necessary to provide the
Company on the ZDP repayment date (after taking into account the
monies to be received by it on repayment of the loan) with
sufficient funds to meet the repayment obligations in respect of
the ZDP Shares.
Board Composition
Roger Perkin, Michael Walton and I were respectively Directors
and Chairman of the Company throughout the six months to 31 March
2012.
Michael Walton has decided to retire from the Board of Electra
after a number of years as a Director and will also retire as a
Director of this Company with effect from today. We shall miss his
wise counsel and his considerable knowledge and experience of
private equity in general and Electra in particular and the Board
thanks him for his contribution to the Company.
I am pleased to announce that the Board has appointed Geoffrey
Cullinan, who is also a Director of Electra, as a non-executive
Director of the Company with immediate effect.
All of the Directors of the Company were also Directors of
Electra.
Outlook
The Board believes that the Company will be in a position to
fulfil its requirement to meet the Final Capital Entitlement to the
ZDP Shareholders in August 2016.
Dr Colette Bowe
Chairman
28 May 2012
Half Year Management Report
Objective
The objective of the Company is to provide the final capital
entitlement of the Company's Zero Dividend Preference ('ZDP')
Shares to the Zero Dividend Preference Shareholders at the
repayment date of 5 August 2016.
Current and Future Development
A review of the main features of the six months to 31 March
2012, is contained in the Corporate Summary of ZDP Shares and in
the Chairman's Statement on pages 1 and 2.
Risk Management
The Company is a wholly owned subsidiary of Electra and was
established solely for the purpose of issuing and redeeming ZDP
Shares, and accordingly the principal risks facing the Company
include Market Price Risk, Liquidity Risk and Capital Risk set out
in Note 12 in the Notes to the Accounts of the Company's Report and
Accounts for the year ended 30 September 2011. In addition the
Company is also focused on the following risks; Final Capital
Entitlement, Liquid Market for ZDP Shares, Macroeconomic and
Investment Risks and Government Policy and Regulation Risk as set
out in the Report of the Directors of the Company's Report and
Accounts for the year ended 30 September 2011.
Related Party Transactions
Details of Related Party Transactions are contained in Note 5 of
the Notes to Financial Statements for the six months ended 31 March
2012.
Going Concern
The Company is in the position of having net liabilities and is
loss making. However, Electra has guaranteed that it will provide
adequate resources for the Company to continue in operational
existence for the foreseeable future. The Directors believe,
therefore, that it is appropriate to continue to adopt the going
concern basis in preparing the Half Year Report.
Responsibility Statement
The Directors confirm to the best of their knowledge that:
-- the financial statements have been prepared in accordance
with IAS 34 as adopted by the European Union; and
-- the Half Year Management Report includes a fair review of the information required by:
-- DTR 4.2.7R of the Disclosure and Transparency Rules, being an
indication of important events that have occurred during the first
six months of the financial year and their impact on the condensed
set of financial statements; and a description of the principal
risks and uncertainties for the remaining six months of the year;
and
-- DTR 4.2.8R of the Disclosure and Transparency Rules, being
related party transactions that have taken place in the first six
months of the current financial year and that have materially
affected the financial position or performance of the Company
during that period; and any changes in the related party
transactions described in the last annual report that could do
so.
By order of the Board of Directors
Dr Colette Bowe
Chairman
28 May 2012
Statement of Comprehensive Income (unaudited)
Note For the six months ended 31 March 2012 2011
GBP'000 GBP'000
Revenue 1,127 1,053
Expenses (9) (2)
Net profit before finance costs and taxation 1,118 1,051
Finance costs (1,826) (1,705)
Loss on ordinary activities before and
after taxation (708) (654)
Total loss and comprehensive loss for the
six months (708) (654)
3 Basic and diluted earnings per ordinary GBP(14.16) GBP(13.08)
share
The amounts dealt with in the Statement of Comprehensive Income
are all derived from continuing activities.
Statement of Changes in Equity (unaudited)
For the six months ended 31 March Called-up
2012 Share Revenue Total Shareholders'
Capital Reserves Funds
GBP'000 GBP'000 GBP'000
Total equity at 1 October 2011 50 (3,102) (3,052)
Total comprehensive loss for the
six months - (708) (708)
Total Equity attributable to the
owners of the parent at 31 March 50 (3,810) (3,760)
Statement of Changes in Equity (unaudited)
For the six months ended 31 March Called-up
2012 Share Revenue Total Shareholders'
Capital Reserves Funds
GBP'000 GBP'000 GBP'000
Total equity at 1 October 2011 50 (2,017) (1,967)
Total comprehensive loss for the
six months - (654) (654)
Total Equity attributable to the
owners of the parent at 31 March 50 (2,671) (2,621)
Balance Sheet (unaudited)
Note (Audited)
As at 31 As at
Mar 30 Sept As at 31
2012 2011 Mar 2011
GBP'000 GBP'000 GBP'000
Current Assets
Loans and receivables 50,322 49,485 48,429
Current tax asset 468 182 -
Cash and cash equivalents 315 315 315
51,105 49,982 48,744
Current Liabilities
Other payables (6) - (100)
Net Current Assets 51,099 49,982 48,644
Non-current Liabilities
Zero dividend preference
shares (54,859) (53,034) (51,265)
Net Liabilities (3,760) (3,052 (2,621)
Capital and Reserves
Called-up ordinary share
4 capital 50 50 50
Retained earnings (3,810) (3,102) (2,671)
Total Equity Shareholders'
Funds (3,760) (3,052) (2,671)
The notes on pages 6 to 7 form an integral part of the financial
statements.
The Statement of Cash Flow (unaudited)
For the six months ended 31 March 2012 2011
GBP'000 GBP'000
Operating Activities - -
Net cash from operating activities - -
Financing Activities - -
Net cash from Financing Activities - -
Cash and cash equivalents at the beginning of the period 315
315
Cash and cash equivalents at the end of the period 315 315
Notes to the Accounts
Within the notes to the Half Year Report, all current and
comparative data covering periods to, or as at, 31 March are
unaudited.
1 Basis of Preparation
The Half Year Report is unaudited and does not constitute
financial statements within the meaning of Section 434 of the
Companies Act 2006. The statutory accounts for the year ended 30
September 2011, which were prepared in accordance with
International Financial Reporting Standards, as endorsed by the
European Union ("IFRS") and with those parts of the Companies Act
2006 applicable to companies reporting under IFRS, have been
delivered to the Registrar of Companies. The Auditor's opinion on
those accounts was unqualified, did not contain an emphasis of
matter paragraph and did not contain a statement made under Section
498(2) or Section 498(3) of the Companies Act 2006. The financial
information comprises the Consolidated Balance Sheets as at 31
March 2012, 30 September 2011 and 31 March 2011 and for the periods
ended 31 March 2012 and 31 March 2011, the related Consolidated
Statement of Income, Consolidated Statement of Comprehensive
Income, Consolidated Statement of Changes in Equity, Consolidated
Cashflow Statement and the related notes hereinafter referred to as
"financial information".
The financial information has been prepared in accordance with
the Disclosure and Transparency Rules of the Financial Services
Authority. The accounting policies adopted are consistent with
those of the previous financial year and with IAS 34 'Interim
Financial Reporting', as adopted by the European Union, and are set
out in the Annual Report for the year ended 30 September 2011,
which is available on the Company's website
(www.electraequity.com/eltz). The financial statements have been
prepared on a going concern basis and under the historical cost
basis of accounting, modified to include the revaluation of certain
assets at fair value.
2 Segmental Analysis
The chief operating decision-maker has been identified as
Electra Partners. Electra Partners considers there to be only one
business segment and there is therefore no further segmental
analysis.
3 Earnings per Share
For the six months ended 31 March 2012 2011
GBP GBP
Earnings per ordinary share (basic and diluted) (14.16)
(13.08)
The calculation of earnings per share is based on the loss
attributable to the owners of the parent of
GBP708,000 (2011: GBP654,000) and on a weighted average number
of 50,000 (2011: 50,000) ordinary shares of GBP1 each in issue.
4 Share Capital
As at 31 March 2012 2011
GBP'000 GBP'000
Allotted, called up and fully paid 50,000 ordinary shares of
GBP1 each
50 50
5 Related Party Transactions
Pursuant to a loan agreement between the Company and Electra, in
2009 the Company lent Electra the whole of the net proceeds of the
ZDP shares and these funds continue to be managed in accordance
with the investment policy of Electra. This loan is on terms
requiring its repayment by Electra to the Company at any time up to
or immediately prior to the ZDP repayment date. As at 31 March 2012
the outstanding balance of the loan was GBP50,322,000 (31 March
2011: GBP48,429,000) including interest accrued of GBP5,586,000 (31
March 2011: GBP3,374,000).
6 Immediate and Ultimate Parent
The Company's immediate and ultimate parent undertaking is
Electra, a company incorporated in Great Britain and registered in
England and Wales. Copies of the financial statements are available
at the Company's registered office at Paternoster House, 65 St
Paul's Churchyard, London, EC4M 8AB.
Independent Auditors' Report
To Electra Private Equity Investments PLC
We have been engaged by the Company to review the condensed
financial statements in the half-yearly financial report for the
six months ended 31 March 2012, which comprises the Statement of
Comprehensive Income, Statement of Changes in Equity, Balance
Sheet, 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.
Directors' responsibilities
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 1, the annual financial statements of the
group are prepared in accordance with IFRSs as adopted by the
European Union. The condensed set of financial statements included
in this half-yearly financial report has been prepared in
accordance with International Accounting Standard 34, "Interim
Financial Reporting", as adopted by the European Union.
Our responsibility
Our responsibility is to express to the Company a conclusion on
the condensed set of financial statements in the 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.
Scope of review
We conducted our review in accordance with International
Standard on Review Engagements (UK and Ireland) 2410, 'Review of
Interim Financial Information Performed by the Independent Auditor
of the Entity' issued by the 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.
Conclusion
Based on our review, nothing has come to our attention that
causes us to believe that the condensed set of financial statements
in the half-yearly financial report for the six months ended 31
March 2012 is not prepared, in all material respects, in accordance
with International Accounting Standard 34 as adopted by the
European Union and the Disclosure and Transparency Rules of the
United Kingdom's Financial Services Authority.
PricewaterhouseCoopers LLP
Chartered Accountants
London
28 May 2012
Notes:
-- The maintenance and integrity of the Electra Private Equity Investments PLC website is the responsibility of the directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the website.
-- Legislation in the United Kingdom governing the preparation
and dissemination of financial statements may differ from
legislation in other jurisdictions.
Contact Details
Board of Directors
Colette Bowe (Chairman)
Geoffrey Cullinan (appointed to the Board on 28 May 2012)
Roger Perkin
Michael Walton (retired from the Board on 28 May 2012)
Telephone +44 (0)20 7214 4200
Secretary
Frostrow Capital LLP
25 Southampton Buildings
London WC2A 1AL
Telephone +44 (0)20 3008 4910
Registered Office
Paternoster House
65 St Paul's Churchyard
London EC4M 8AB
Company Number
06885579
Registered Independent Auditors
PricewaterhouseCoopers LLP
Chartered Accountants &
Statutory Auditors
7 More London Riverside
London SE1 2RT
Stockbroker
J.P. Morgan Cazenove
Registrar and Transfer Office
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex BN99 6DA
Telephone (UK) 0871 384 2351 *
Textel/Hard of hearing line (UK) 0871 384 2255 *
Telephone (Overseas) +44 121 415 7047
* Calls to these numbers cost 8p per minute from a BT landline.
Other providers' costs may vary. Lines open 8.30am to 5.30pm,
Monday to Friday.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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