TIDMELTZ
RNS Number : 2881I
Electra Private Equity Invest PLC
29 May 2014
EMBARGOED UNTIL 07:00 AM, THURSDAY 29 MAY 2014
ELECTRA PRIVATE EQUITY INVESTMENTS PLC
Unaudited Results for Half Year ended 31 March 2014
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 2014: 14.8
times (2013: 13.5 times) Final Capital Entitlement as at 5 August
2016.
Redemption Yield of 6.5% based on initial placing price 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 2014. 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 115.5
31 March 2011 116.1
30 September
2011 119.0
31 March 2012 128.6
30 September
2012 132.3
31 March 2013 134.9
30 September
2013 139.9
31 March 2014 143.5
--------------- ------------
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 2014 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 2014.
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 and Geoffrey Cullinan were Directors of the Company
throughout the six months ended 31 March 2014.
I was appointed as a Director of the Company on 26 November
2013. Upon the retirement of Colette Bowe as Chairman and Director
of both the Company and Electra following the Electra Annual
General Meeting on 11 March 2014, I succeeded Colette as Chairman
of both the Company and Electra on the same date.
All the Directors of the Company are 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.
Roger Yates
Chairman
28 May 2014
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 2014
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 as set
out in note 12 in the notes to the Financial Statements of the
Company's Report and Accounts for the year ended 30 September 2013.
In addition, the Company is also focused on the following principal
risks: Final Capital Entitlement, Liquid Market for ZDP Shares,
Macroeconomic and Investment Risks and Government Policy and
Regulation Risk as set out in the Strategic Report of the Company's
Report and Accounts for the year ended 30 September 2013. The risks
identified in the Company's Report and Accounts for the year ended
30 September 2013 have not changed significantly since the year
end.
Related Party Transactions
Details of Related Party Transactions are contained in note 5 of
the Notes to the interim financial statements for the six months
ended 31 March 2014.
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 interim financial statements.
Responsibility Statement
The Directors confirm to the best of their knowledge that:
a) The condensed interim financial statements have been prepared
in accordance with IAS 34 as adopted by the European Union; and
b) The Half Year Management Report includes a fair review of the
information required by:
(i) 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
(ii) 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
Roger Yates
Chairman
28 May 2014
Statement of Comprehensive Income (unaudited)
For the six months to 31 2014 2013
Note March GBP'000 GBP'000
------ ----------------------------- ----------- -----------
Income 1,042 1,149
Expenses (23) (26)
Net profit before finance
costs and taxation 1,019 1,123
------------------------------------ ----------- -----------
Finance costs (2,060) (1,934)
------------------------------------ ----------- -----------
Loss on ordinary activities
before taxation (1,041) (811)
Taxation (225) 83
------------------------------------ ----------- -----------
Loss on ordinary activities
attributable to the owners
of the parent (1,266) (728)
Other comprehensive income -- --
------ ----------------------------- ----------- -----------
Total comprehensive loss
for the period (1,266) (728)
------------------------------------ ----------- -----------
Basic and diluted earnings
3 per ordinary share GBP(25.32) GBP(14.56)
------ ----------------------------- ----------- -----------
The amounts dealt with in the Statement of Comprehensive Income
are all derived from continuing activities.
Statement of Changes in Equity (unaudited)
Ordinary
Share Revenue Total Shareholders'
For the six months ended Capital Reserves Funds
31 March 2014 GBP'000 GBP'000 GBP'000
--------------------------- --------- ---------- --------------------
Total equity at 1 October
2013 50 (6,178) (6,128)
Loss for the period and
total comprehensive loss -- (1,266) (1,266)
--------------------------- --------- ---------- --------------------
Total equity attributable
to the owners of the
parent at
31 March 2014 50 (7,444) (7,394)
--------------------------- --------- ---------- --------------------
Ordinary
Share Revenue Total Shareholders'
For the six months ended Capital Reserves Funds
31 March 2013 GBP'000 GBP'000 GBP'000
--------------------------- --------- ---------- --------------------
Total equity at 1 October
2012 50 (4,585) (4,535)
Loss for the period
and total comprehensive
loss -- (728) (728)
--------------------------- --------- ---------- --------------------
Total equity attributable
to the owners of the
parent at
31 March 2013 50 (5,313) (5,263)
--------------------------- --------- ---------- --------------------
Balance Sheet (unaudited)
(Audited)
As at As at As at
31 March 30 Sept 31 March
2014 2013 2013
Note GBP'000 GBP'000 GBP'000
----- ------------------------ ---------- ---------- ----------
Current Assets
Loans and receivables 55,287 54,281 53,121
Cash and cash
equivalents 316 316 316
55,603 54,597 53,437
----- ------------------------ ---------- ---------- ----------
Current Liabilities
Other payables (254) (41) (23)
Net Current Assets 55,349 54,556 53,414
----- ------------------------ ---------- ---------- ----------
Non-Current Liabilities
Zero Dividend
Preference Shares (62,743) (60,684) (58,677)
Net Liabilities (7,394) (6,128) (5,263)
----- ------------------------ ---------- ---------- ----------
Capital and Reserves
Called-up ordinary
4 share capital 50 50 50
Retained earnings (7,444) (6,178) (5,313)
Total Equity
Shareholders'
Funds (7,394) (6,128) (5,263)
----- ------------------------ ---------- ---------- ----------
The notes on pages 6 and 7 form an integral part of the
financial statements.
Cash Flow Statement (unaudited)
For the six months ended 2014 2013
31 March GBP'000 GBP'000
--------------------------- --------- ---------
Operating Activities
Interest received -- 1
Net Cash Inflow from
Operating Activities -- 1
--------------------------- --------- ---------
Net Cash Inflow from
Financing Activities -- --
--------------------------- --------- ---------
Net increase in cash
and cash equivalents -- 1
--------------------------- --------- ---------
Cash and cash equivalents
at 1 October 316 315
--------------------------- --------- ---------
Cash and cash equivalents
at 31 March 316 316
--------------------------- --------- ---------
Notes to the Interim Financial Statements
Within the notes to the interim financial statements all current
and comparative data covering periods to, or as at, 31 March are
unaudited unless otherwise indicated.
1 Basis of Preparation
The condensed interim financial statements are unaudited and do
not constitute financial statements within the meaning of Section
434 of the Companies Act 2006. The statutory accounts for the year
ended 30 September 2013, 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 Auditors' 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 condensed interim financial statements comprise the Balance
Sheets as at 31 March 2014, 30 September 2013 and 31 March 2013
and, for the periods ended 31 March 2014 and 31 March 2013, the
related Statement of Comprehensive Income, Statement of Changes in
Equity, Cashflow Statement and the related notes hereinafter
referred to as "financial information".
The condensed interim financial statements have been prepared in
accordance with the Disclosure and Transparency Rules of the
Financial Conduct 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 2013, which is available on the Company's website
(www.electraequity.com/eltz). The interim 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 the
Board of the Company. The Board of the Company considers there to
be only one business segment and there is therefore no further
segmental analysis.
3 Loss per Share
For the six months 2014 2013
ended 31 March GBP GBP
----------------------- -------- --------
Earnings per ordinary
share (Basic and
Diluted) (25.32) (14.56)
----------------------- -------- --------
The calculation of earnings per share is based on the loss
attributable to the owners of the parent of GBP1,266,000 (2013:
loss of GBP728,000) and on a weighted average number of 50,000
(2013: 50,000) ordinary shares of GBP1 each in issue.
4 Share Capital
2014 2013
As at 31 March 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
2014, the outstanding balance of the loan was GBP55,287,000 (2013:
GBP53,121,000) including interest accrued of GBP10,064,000 (2013:
GBP7,854,000).
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 review report to Electra Private Equity Investments
PLC
Report on the condensed interim financial statements
Our conclusion
We have reviewed the condensed interim financial statements,
defined below, in the Half Year Report of Electra Private Equity
Investments PLC for the six months ended 31 March 2014. Based on
our review, nothing has come to our attention that causes us to
believe that the condensed interim financial statements are 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 Conduct Authority.
This conclusion is to be read in the context of what we say in
the remainder of this report.
What we have reviewed
The condensed interim financial statements, which are prepared
by Electra Private Equity Investments PLC, comprise:
-- the Balance Sheet as at 31 March 2014;
-- the Statement of Comprehensive Income for the period then ended;
-- the Cash Flow Statement for the period then ended;
-- the Statement of Changes in Equity for the period then ended; and
-- the explanatory notes to the condensed interim financial statements.
As disclosed in note 1, the financial reporting framework that
has been applied in the preparation of the full annual financial
statements of the Company is applicable law and International
Financial Reporting Standards (IFRSs) as adopted by the European
Union.
The condensed interim financial statements included in the Half
Year Report have been prepared in accordance with International
Accounting Standard 34, 'Interim Financial Reporting', as adopted
by the European Union and the Disclosure and Transparency Rules of
the United Kingdom's Financial Conduct Authority.
What a review of condensed consolidated financial statements
involves
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.
We have read the other information contained in the Half Year
Report and considered whether it contains any apparent
misstatements or material inconsistencies with the information in
the condensed consolidated interim financial statements.
Responsibilities for the condensed consolidated interim
financial statements and the review
Our responsibilities and those of the directors
The Half Year Report, including the condensed interim financial
statements, is the responsibility of, and has been approved by, the
directors. The directors are responsible for preparing the Half
Year Report, in accordance with the Disclosure and Transparency
Rules of the United Kingdom's Financial Conduct Authority.
Our responsibility is to express to the company a conclusion on
the condensed interim financial statements in the Half Year Report,
based on our review. This report, including the conclusion, has
been prepared for and only for the company for the purpose of
complying with the Disclosure and Transparency Rules of the
Financial Conduct Authority and for no other purpose. We do not, in
giving this conclusion, 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.
PricewaterhouseCoopers LLP
Chartered Accountants
28 May 2014
London
Notes:
(a) The Half Year Report is published on the Electra website
(www.electraequity.com/eltz), which is a website maintained by
Electra Partners. The maintenance and integrity of the website is,
so far as it relates to the Company, the responsibility of Electra
Partners; 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.
(b) 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
Roger Yates (Chairman)
Geoffrey Cullinan
Roger Perkin
Telephone +44 (0)20 7214 4200
Company 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 plus network extras.
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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