TIDMHPEQ
HENDERSON PRIVATE EQUITY INVESTMENT TRUST PLC
Annual Financial Report for the year ended 31 December 2012
26 April 2013
This announcement contains regulated information
Investment Objective
To conduct an orderly realisation of the assets of the Company in a manner
that seeks to maximise their value and return cash to Shareholders promptly
(the "Realisation Strategy").
Financial Highlights
31 December 31 December Change
2012 2011 %
Net Assets(1) GBP14.2m GBP62.5m -77.3
Net Asset Value per Ordinary share(1) 400.1p 402.0p -0.5
Share price(2) 364.5p 319.0p +14.3
Discount(1) 8.9% 20.6% -
On-going charges(1) 1.89% 1.54% -
On-going charges (including performance 5.45% 1.54% -
fee) (1)
FTSE All-Share Index(2) 3,093.4 2,857.9 +8.2
LPX Indirect Index(2)*# 49.1 39.7 +23.7
LPX Europe Index (2)# 321.0 257.6 +24.6
(1) Source: Henderson Global Investors Limited.
(2) Source: Morningstar.
On-going charges are calculated in accordance with recent guidance issued by
the AIC as the total of the investment management fee and on-going
administrative expenses divided by the average undiluted net asset value in
the year. The figure for 2011 has been restated, in line with the guidance.
* The LPX Indirect Index represents the private equity companies most
comparable to the Company traded on a European exchange.
# Sterling adjusted.
MANAGEMENT REPORT
CHAIRMAN'S STATEMENT
2012 was another positive year for your Company as its Realisation
Strategy, adopted in September 2010, moved decisively towards a very
successful final outcome.
The Portfolio Manager disposed of 11 investments at satisfactory
prices generating disposal proceeds of GBP19.5 million. The Company also
received distributions of GBP29.0 million from its unlisted fund holdings
following the exit of their two largest underlying portfolio companies. These
proceeds were used to fund GBP47.5 million of cash returns to Shareholders
during the year so that the Company has now returned a total of GBP60.0 million
to Shareholders since the adoption of the Realisation Strategy through
dividends and tender offers. This compares favourably with the Company's
market capitalisation of GBP24.4 million just prior to the change in strategy.
Pleasingly, there was also a further significant narrowing of the
Company's share price discount to net asset value ("NAV") per share.
Realisation Strategy
On 27 September 2010 the Company's Shareholders voted decisively in
favour of the Realisation Strategy recommended to them by the Board with the
full support of the Portfolio Manager. Whilst no fixed timeframe was
stipulated for the disposal programme, the Board's expectation was that it
would be materially complete in two years, namely around September 2012.
Considerable progress was made with the execution of the strategy
during 2012 so that the Company retained only two private equity
unlisted fund investments at the year end, being Rutland Fund I and August
Equity Partners I. Following the disposal of Advantage Healthcare by Rutland
Fund I in December, only August Equity Fund I held any remaining portfolio
companies at the year end. These were Boat International and Rollfold
Holdings, both of which are likely to be exited over the next year.
It should once again be noted that as the portfolio has reduced in
size, the risk associated with greater asset concentration has increased
significantly.
Following the successful Third Tender Offer to Shareholders in
December 2012, the Manager achieved the cash hurdle set for the payment of a
performance fee and accordingly a fee of GBP1.1 million was paid. Given the
advanced stage of the Realisation Strategy the Manager has been able to form a
reliable estimate for the likely total remaining performance fee payable.
Therefore at the year end a further performance fee of GBP0.8 million has been
accrued meaning that the total performance fee expense for the year was GBP1.9
million.
Portfolio Valuation and Share Price Performance
The Company's investment portfolio again performed satisfactorily
despite the continuing macro-economic uncertainty across Europe. At 31
December 2012 the Company's NAV per share was 400.1p compared with 402.0p at
31 December 2011, a decrease of 0.5% over the period.
The Company's share price continued to improve during the year,
rising by 14.3% to 364.5p. This compared with a 23.7% rise in the LPX Indirect
Index which includes the private equity companies most comparable to the
Company that trade on a European exchange. This underperformance against the
LPX Indirect Index follows two years of strong out-performance and reflects
the fact that the Company has now converted most of its private equity
portfolio into cash. The Company's share price still outperformed the FTSE
All-Share Index which experienced an 8.2% rise during the period.
Encouragingly, the Company's share price discount to NAV per share
continued to narrow falling to 8.9% by the year end. This compared favourably
with 20.6% at 31 December 2011.
Balance Sheet and Liquidity
The asset realisations completed by the Portfolio Manager during
the year generated GBP19.5 million and released the Company from GBP5.0 million of
undrawn unlisted fund commitments. The Company also received distributions of
GBP29.0 million from its unlisted fund investments. Notwithstanding the GBP47.5
million return of cash to Shareholders during the year, the Company ended the
year with liquid assets (being cash, cash equivalents and listed holdings) of
GBP2.8 million (31 December 2011: GBP7.4 million). This liquidity position was
further strengthened after the year end when the Company received a cash
distribution of GBP7.9 million from Rutland Fund I in relation to the sale of
Advantage Healthcare during December.
Regardless of the Company's strong liquidity and balance sheet
position, the Board continues to work closely with the Portfolio Manager to
assess and update the Company's cashflow projections on a regular basis. This
process takes into account the timescales over which the now minimal level of
remaining unlisted fund commitments may be drawn down and underlying portfolio
investments may be realised. In the opinion of the Board the Company has
sufficient resources to meet its future commitments until the Realisation
Strategy is complete.
Related Party Transactions
During the year ended 31 December 2012, with the exception of fees
paid in the ordinary course of business, no transactions with related parties
have taken place that materially affected the financial position or
performance
of the Company during the period. Details of related party
transactions are contained in the Annual Report and Financial Statements.
Dividend
It remains the Company's policy to pay dividends only to the extent
required to maintain investment trust status. In this regard, during the year
the Company declared and paid a dividend for the year ended 31 December 2011
of GBP1.2 million (7.4p per share).
The Company will also pay a dividend of GBP79,609 (2.25p per share)
in relation to the financial year ended 31 December 2012. The dividend of
2.25p per share will be paid on 31 May 2013 to Shareholders on the register of
members on 10 May 2013; shares will go ex-dividend on 8 May 2013.
Summary and Outlook
The Realisation Strategy has progressed well with GBP60.0 million of
cash returned to Shareholders to date and only two remaining underlying
investments in the portfolio at the year end. Disposals have been completed at
satisfactory valuations and the Company is debt free and liquid. During the
year the Company's share price continued to perform satisfactorily and its
share price discount to NAV per share narrowed further.
As announced on 8 February 2013, in view of the very advanced
status of the Realisation Strategy, the Board is now aiming to post a circular
to Shareholders during the second quarter of 2013 which will propose the
Company's voluntary liquidation and the appointment of a liquidator.
It is expected that the voluntary liquidation proposal will include
a substantial initial capital distribution by the liquidator to Shareholders
at or around the date of the liquidator's appointment. The liquidator will,
however, need to retain sufficient cash and other assets to cover the
Company's estimated residual and contingent liabilities, with further
distributions being made to Shareholders as and when possible.
It is of course the case that, even at this very advanced stage of
the Realisation Strategy, the fragile macro-economic outlook across the UK and
Europe could negatively impact the value of the Company's remaining investment
in August Equity Partners I which represented GBP3.9 million of the Company's
year end net asset value of GBP14.2 million. Notwithstanding this note of
caution, the Board and the Portfolio Manager are delighted with the overall
outcome of the Realisation Strategy which has proved to be highly beneficial
for the Company and its Shareholders.
In view of this the Board would, on behalf of Shareholders, like to
thank the Manager, and in particular Ian Barrass, the Portfolio Manager, for
an outstanding effort.
John Mackie CBE
Chairman
25 April 2013
PORTFOLIO MANAGER'S REVIEW
Performance Overview
Following the Company's adoption of the Realisation Strategy on 27
September 2010, 2012 saw the second full year of disposal activity during what
was another period of market uncertainty across the UK and Europe.
It is pleasing to report that 2012 proved to be another strong year
for your Company as a further 11 investments were sold or transferred and
significant cash returns were made to Shareholders. The Company has also
benefited from an increase in share price and a further narrowing of its share
price discount to NAV per share. This continued positive performance confirms
that the adoption of the Realisation Strategy was the correct course of action
and that it continues to be executed well.
Realisation Strategy
We made significant progress with the asset disposal programme
during the year. The 11 private equity investments which were transferred or
sold comprised five unlisted fund interests and six listed holdings.
The secondary market for private equity unlisted fund interests
remained competitive during 2012 despite the volatile and uncertain
macro-economic backdrop. We continued to exploit these generally attractive
market conditions by completing five unlisted fund transfers. These were the
Company's holdings in Pragma Capital II, Astorg IV, Fondinvest Capital VIII,
Parallel Ventures 2006 and Century Capital Partners Fund IV. In each case the
Portfolio Manager conducted a competitive auction in an attempt to maximise
investor interest in each individual holding.
The five unlisted fund transfers produced cash proceeds of GBP17.2
million. On a blended basis they were transferred at around their combined
carrying value and the overall outcome compared satisfactorily with prevailing
levels of secondary market pricing. Importantly, the five transfers also
released the Company from GBP5.0 million of undrawn commitments.
The Company's six remaining listed investments were realised during
the year for a total of GBP2.3 million, 3% below their combined valuation at the
31 December 2011 year end.
In summary, therefore, cash disposal proceeds totalled GBP19.5
million during the year and were generated at values which met the Portfolio
Manager's expectations.
Portfolio Activity - Unlisted Fund Drawdowns and Distributions
There was a good level of distribution activity during the year as
the Company's more mature funds in particular benefited from what was
generally regarded as a seller's market for good quality European mid-market
corporate assets. Unlisted fund distributions totalled GBP29.0 million (2011:
GBP10.0 million). The main highlight was a distribution of GBP18.5 million from
Rutland Partners I following the sale of NoteMachine, the largest cash machine
supplier in the UK. August Equity Partners I also produced a significant
distribution with GBP9.5 million being received by the Company following the
successful exit of Lifeways, a market leading provider of supported living for
people with complex needs. These distributions represented a pleasing outcome
as the Company was able to realise its two largest underlying investments at
around their 31 December 2011 carrying value at which point they made up over
46% of the Total Portfolio. It should also be noted that in December Rutland
Fund I sold its last remaining investment, Advantage Healthcare, to a
corporate buyer at an attractive price. The Company received GBP7.9 million of
proceeds from this sale after the year end on 31 January 2013.
In contrast there was a limited level of drawdown activity.
Drawdowns were inevitably reduced by the transfer of five of the Company's
seven unlisted fund investments during the year. As a result, unlisted fund
drawdowns from the Company during the year totalled only GBP1.2 million (2011:
GBP6.0 million).
Portfolio Valuation
Despite the uncertain macro-economic environment, the Company's
portfolio once again continued to perform creditably during the year. At 31
December 2012 the value of the Company's Total Portfolio, including cash and
cash equivalents, was GBP15.3 million, of which GBP12.5 million (82.0%)
represented investments in two unlisted funds. Following, however, the sale of
Advantage Healthcare, which was completed in December 2012, it should be noted
that the investment in Rutland Partners I was made up entirely of cash and
other net current assets with the Company receiving a GBP7.9 million
distribution in relation to Advantage Healthcare on 31 January 2013.
At 31 December 2012 69% of the unlisted fund portfolio has been
valued using audited reports and 31% using unaudited reports.
Shareholders should note that the Realisation Strategy has
contributed to the creation of increased asset concentration and, therefore,
increased risk within the remaining private equity portfolio. It is
particularly noteworthy that the Company's portfolio is now represented by
only two underlying companies, both held in August Equity Partners I, namely
Boat International and Rollfold Holdings, both of which are targeted for sale
over the next year.
The value of Rollfold Holdings now constitutes more than 15% of
total Company assets for the purposes of s1158. This means that the Company
will currently make no additional investment in Rollfold Holdings through
August Equity Partners I.
Company Liquidity
The Company's liquidity position remained strong during the year.
The Company disposed of 11 investments resulting in GBP19.5 million
of disposal proceeds and the Company being released from GBP5.0 million of the
GBP8.4 million of undrawn unlisted fund commitments that were outstanding at 31
December 2011. The Company experienced a net cash inflow from the activities
of its unlisted fund holdings of GBP27.8 million. In addition to the portfolio
activity, the Company exerted its usual tight cost control to preserve cash
for Shareholders.
The combination of these items all contributed to the Company being
in a position to return GBP46.3 million to Shareholders through the Second and
Third tender offers. In addition GBP1.2 million was returned to Shareholders by
way of dividend required in order to maintain the Company's Investment trust
status.
Even after these significant returns of cash to Shareholders, the
Company's year end liquidity position was strong with liquid assets (being
cash, cash equivalents and listed holdings) of GBP2.8 million (31 December 2011:
GBP7.4 million) and unlisted fund undrawn commitments of only GBP2.7 million
compared with GBP8.4 million a year previously. It should be noted that the
majority of these undrawn commitments relate to Rutland Fund I which exited
its last investment in December 2012. Therefore Rutland Fund I is not expected
to request further drawdowns.
Summary and Prospects
The Company is now in the last stages of the Realisation Strategy
which was adopted in September 2010. During this time the Company's share
price has increased significantly, it has repaid and cancelled its bank
facilities and has returned GBP60.0 million to Shareholders through capital
returns and dividends. This compares with the Company's market capitalisation
of GBP24.4 million immediately prior to the Company's announcement that it
intended to adopt the Realisation Strategy. The Company and its Shareholders
have to date therefore benefited greatly from the adoption of the Realisation
Strategy.
In view of the very advanced status of the Realisation Strategy, it
is expected that the Company will enter into voluntary liquidation and a
liquidator will be formally appointed by the end of the second quarter of
2013. A preferred liquidator has now been identified and is working with the
Portfolio Manager to ensure a smooth transition towards voluntary liquidation.
Given the Company's strong liquidity position it is also expected that the
liquidation proposals which will be put to Shareholders will include a
substantial initial capital distribution by the liquidator which will be
remitted to all Shareholders on the Company's share register around the time
the liquidator is appointed.
Any of the Company's assets which are still unrealised at the time
of the liquidator's appointment will become the responsibility of the
liquidator. It is, however, currently intended that the Portfolio Manager will
be retained by the liquidator to oversee any final realisations.
Ian Barrass
Portfolio Manager
25 April 2013
Investment Review
The Company's investments at 31 December 2012 were:
Valuation at
Vintage/ 31 December
Country/ Investment 2012 % of
Investment Category Region date GBP'000 Portfolio
Rutland Fund I Unlisted Fund UK 2000 8,583 56.2
August Equity Partners Unlisted Fund UK 2001 3,929 25.8
I
----------- -----------
Total Investments 12,512 82.0
---------- ---------
Cash and cash 2,752 18.0
equivalents
---------- ---------
Total Portfolio 15,264 100.0
====== =====
Unlisted Fund Managers
Rutland Partners
Rutland Partners ("Rutland"), founded in 1986, invests in UK
companies which may be underperforming, in need of restructuring or entering a
period of change. Rutland does not focus on any specific sectors and provides
equity for management buy-outs, buy-ins, institutional buy-outs,
public-to-privates, turnarounds, secondary purchases and replacement capital.
It invests between GBP10 million and GBP50 million of equity per investment into
UK companies valued at between GBP20 million and GBP200 million.
www.rutlandpartners.com
August Equity Partners
August Equity Partners provides equity capital for management
buy-outs, buy-ins, development capital and replacement capital in growing
businesses. It invests between GBP10 million and GBP25 million of equity in UK
companies in the healthcare, media and technology, industrial products and
services and business services sectors.
www.augustequity.com
Underlying Investments of August Equity Partners I
Boat International Rollfold Holdings ("Rixonway")
Valuation GBP0.6 million Valuation GBP3.5 million
Percentage of Total 3.9% Percentage of Total 22.9%
Portfolio Portfolio
Boat International is an international Rixonway is a UK kitchen
publisher of market leading magazines and manufacturing business with a
websites and an events organiser targeted particular focus on the social
at the super yacht community. housing market. The company was
established in 1979 and is located
www.boatinternational.com in Dewsbury near Leeds.
www.rixonway.com
Income Statement
for the year ended 31 December 2012
Year ended 31 December 2012 Year ended 31 December 2011
Revenue Capital Revenue Capital
return return Total return return Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Gains on investments held at
fair value through profit or
loss - 1,492 1,492 - 11,433 11,433
Losses on foreign exchange - (66) (66) - (54) (54)
Income 1,076 - 1,076 2,847 - 2,847
Investment management fee (600) - (600) (660) - (660)
Performance fee - (1,900) (1,900) - - -
Administrative expenses (408) (20) (428) (591) - (591)
--------- ---------- ----------- --------- ---------- -----------
Return on ordinary activities
before finance costs and
taxation 68 (494) (426) 1,596 11,379 12,975
Interest payable and similar
charges - - - (123) - (123)
--------- ---------- ----------- --------- ---------- -----------
Return on ordinary activities
before taxation 68 (494) (426) 1,473 11,379 12,852
Taxation 3 - 3 - - -
--------- ---------- ----------- --------- ---------- -----------
Return on ordinary activities
after finance costs and
taxation (note 6) 71 (494) (423) 1,473 11,379 12,852
--------- ---------- ----------- --------- ---------- -----------
Return per Ordinary share 0.5p (3.5)p (3.0)p 7.9p 60.8p 68.7p
--------- ---------- ----------- --------- ---------- -----------
Number of Ordinary shares in
issue at year end 3,538,185 15,551,506
Average number of Ordinary
shares in issue during the
year 13,974,085 18,696,574
The total columns of this statement represent the profit and loss
account of the Company. The revenue and capital columns are supplementary to
this and are provided in accordance with guidance issued by the Association of
Investment Companies. The Company has no recognised gains or losses other than
those disclosed in the Income Statement and the Reconciliation of Movements in
Shareholders' Funds. Accordingly, no Statement of Total Recognised Gains and
Losses is presented.
All revenue and capital items in the above statement derive from
continuing operations. No operations were acquired or discontinued in the
current or prior year.
The notes form an integral part of these financial statements.
Reconciliation of Movement in Shareholders' Funds
for the year ended 31 December 2012
Called-up Share Capital
share premium redemption Capital Revenue Shareholders'
Year ended 31 December capital account reserve reserves reserve funds
2012 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance at 1 January
2012 778 17,321 911 41,582 1,921 62,513
Net return from
ordinary activities
(note 6) - - - (494) 71 (423)
Dividends paid (note 5) - - - - (1,151) (1,151)
Tender offer of own
shares (601) - 601 (46,781) - (46,781)
Share premium cancelled - (17,321) - 17,321 - -
---------- ---------- ---------- ---------- ---------- ----------
Balance at 31 December
2012 177 - 1,512 11,628 841 14,158
====== ====== ====== ====== ====== ======
Called-up Share Capital
share premium redemption Capital Revenue Shareholders'
Year ended 31 December capital account reserve reserves reserve funds
2011 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance at 1 January
2011 984 17,321 705 42,770 499 62,279
Net return from
ordinary activities
(note 6) - - - 11,379 1,473 12,852
Dividends paid (note 5) - - - - (51) (51)
Tender offer of own
shares (164) - 164 (12,567) - (12,567)
Treasury shares
cancelled (42) - 42 - - -
---------- ---------- ---------- ---------- ---------- ----------
Balance at 31 December
2011 778 17,321 911 41,582 1,921 62,513
====== ====== ====== ====== ====== ======
The notes form an integral part of these financial statements.
Balance Sheet
at 31 December 2012
2012 2011
GBP'000 GBP'000
Fixed assets
Investments held at fair value through profit or
loss 12,512 57,443
----------- -----------
Current assets
Debtors 5 337
Cash and cash equivalents 2,752 5,051
---------- ----------
2,757 5,388
---------- ----------
Current liabilities
Creditors - amounts falling due within one year (1,111) (318)
---------- ----------
Net current assets 1,646 5,070
---------- ----------
Net assets 14,158 62,513
---------- ----------
Capital and reserves
Called-up share capital 177 778
Share premium - 17,321
Capital redemption reserve 1,512 911
Capital reserve 11,628 41,582
Revenue reserve 841 1,921
---------- ----------
Equity Shareholders' Funds 14,158 62,513
====== ======
Net asset value per Ordinary Share 400.1p 402.0p
====== ======
The notes form an integral part of these financial statements.
Cash Flow Statement
for the year ended 31 December 2012
2012 2012 2011 2011
GBP'000 GBP'000 GBP'000 GBP'000
Net cash (outflow)/inflow from operating (1,043) 1,367
activities
Servicing of finance
Bank interest paid - (170)
----------- -----------
- (170)
Taxation
Tax refunded 3 9
----------- -----------
3 9
Financial Investment
Purchase of unlisted fixed asset investments (1,135) (6,018)
Sale of listed fixed asset investments 2,306 2,444
Sale of unlisted fixed asset investments 45,578 35,596
----------- -----------
Net cash inflow from financial investments 46,749 32,022
Equity dividends paid (1,151) (51)
Management of liquid resources
Purchase of AAA rated money market funds (40,244) (15,801)
Sale of AAA rated money market funds 41,400 12,050
------------ -----------
Net cash inflow/(outflow) from management 1,156 (3,751)
of liquid resources
----------- -----------
Net cash inflow before financing 45,714 29,426
Financing
Bank loan repaid - (15,651)
Tender offer of own shares (including expenses) (46,791) (12,558)
------------ -----------
(46,791) (28,209)
----------- -----------
(Decrease)/increase in cash (1,077) 1,217
======= =======
Reconciliation of net cash flow to movement
in net funds
(Decrease)/increase in cash (as above) (1,077) 1,217
Net funds at start of the year 5,051 137
Losses on foreign exchange (66) (54)
Net change in liquid resources (1,156) 3,751
------------ ------------
Net funds at end of the year 2,752 5,051
======= =======
The notes form an integral part of these financial statements.
Notes to the Financial Statements
1. Accounting policies
The principal accounting policies have been applied consistently
throughout the year ended 31 December 2012, are unchanged from 2011
and are set out below.
Basis of preparation
The financial statements have not been prepared on a going concern
basis as the Company is seeking to realise the investment
portfolio, return the capital to Shareholders and then liquidate
the Company, as outlined in the asset Realisation Strategy agreed
by Shareholders on 27 September 2010. The current expectation is
that the process is likely to complete during 2013. Instead the
financial statements have been prepared on a break-up basis.
A review of the investment portfolio has been undertaken to
identify those unlisted investments that will be held until the
underlying fund investment reaches its contractual end and those
that are likely to be exited early. The former have been valued as
detailed in the Annual Report, largely based on the audited and
unaudited valuations provided by the investee funds. The valuations
of the latter have been based on the audited and unaudited
valuations provided by the investee funds less any discount that
the Portfolio Manager believes will arise on exiting the fund
early. That discount amounted to GBPnil (2011: GBP3.1 million).
The Company is not an investment company within the meaning of
Section 833 of the Companies Act 2006; however, it conducts its
affairs as an investment trust for taxation purposes under Sections
1158-1159 of the Corporation Tax Act 2010. As such, the Directors
consider it appropriate to present the financial statements in
accordance with the Statement of Recommended Practice `Financial
Statements of Investment Trust Companies and Venture Capital
Trusts' (the `SORP'), issued by The Association of Investment
Companies in January 2009.
2012 2011
2. Income GBP'000 GBP'000
Income from fixed asset investments
Franked income:
Dividends from listed UK investments 1 11
----------- -----------
1 11
Unfranked income:
Dividends from listed overseas investments - 12
Distributions from UK unlisted investments 966 2,710
Listed UK loan stock investments 5 62
Listed UK interest distribution - 3
----------- -----------
971 2,787
Total income from fixed asset investments 972 2,798
Other income
Deposit interest 12 12
AAA rated money market fund interest 92 11
Miscellaneous income - 26
----------- -----------
104 49
----------- -----------
Total income 1,076 2,847
======= =======
Income from fixed asset investments:
Listed 6 88
Unlisted 966 2,710
----------- -----------
972 2,798
====== ======
3. Investment Management 2012 2012 2012 2011 2011 Total
Fee Revenue Capital Total Revenue Capital 2011
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Investment management 600 - 600 660 - 660
fee
Performance fee - 1,900 1,900 - - -
--------- ----------- --------- --------- ----------- -----------
Total 600 1,900 2,500 660 - 660
===== ====== ===== ===== ====== ======
From 1 October 2010, the management fee was fixed at a monthly fee of GBP70,000 (net of VAT)
per month for the first six months reducing to GBP50,000 (net of VAT) per month thereafter.
For the year under review therefore the Company paid GBP50,000 each month (net of VAT).
From 1 October 2010, the hurdle for the achievement of any performance fee was a cash
amount which must be returned to Shareholders before a performance fee could be earned.
The opening cash hurdle was GBP41,470,466 increasing at 8% (compound) per annum. At 31
December 2012 the cash hurdle was GBP49,308,237 compared with GBP59,950,916 which had been
returned to Shareholders at that point by way of cash return and dividends.
A performance fee of GBP1,900,000 was accrued during the year to 31 December 2012 (2011:
GBPnil) based on the level of actual and expected future Shareholder distributions, with
GBP1,077,728 already having been paid (2011: GBPnil), leaving a provision of GBP822,272 at the
year end (2011: GBPnil).
2012 2012 2012 2011 2011 2011
Revenue Capital Total Revenue Capital Total
4. Taxation GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
a) Analysis of tax
charge for the year:
UK corporation tax at
24.5%
(2011: 26.5%) - - - - - -
Adjustment in respect of
prior years (3) - (3) - - -
----------- ----------- ----------- ----------- ----------- -----------
Total tax credit for the
year (note 4b) (3) - (3) - - -
====== ====== ====== ====== ====== ======
b) Factors affecting tax charge for the year:
The tax assessed for the year is lower than that resulting from applying the standard
rate of corporation tax in the UK: 24.5% (2011: 26.5%). The differences are explained
below:
2012 2012 2012 2011 2011 2011
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Return on ordinary activities
before taxation 68 (494) (426) 1,473 11,379 12,852
------ ------- ------ ------ ------- --------
Tax thereon at 24.5% (2011: 26.5%) 17 (121) (104) 390 3,016 3,406
Tax on undistributed income of
unlisted funds 305 - 305 344 - 344
Non taxable UK dividend income (237) - (237) (175) - (175)
Non taxable foreign dividend income - - - (3) - (3)
Non taxable capital gains - (349) (349) - (3,016) (3,016)
Expenses not utilised for tax
purposes - 470 470 - - -
Utilisation of excess management
expenses (85) - (85) (556) - (556)
Prior year adjustment (3) - (3) - - -
------ ------- ------ ------ ------- --------
Current tax credit (3) - (3) - - -
==== ==== ==== ==== ==== ====
At the balance sheet date, the Company had unutilised excess management expenses of GBP3.7 million (2011:
GBP2.9 million).
No deferred tax asset has been recognised as it is not considered probable that there will be future
taxable profits available.
5. Dividends on Ordinary Shares
A dividend of GBP1,150,800 (7.4p per share) was declared and paid during the year in respect of the
2011 year end in order to comply with Section 1158 of the Corporation Tax Act 2010.
A dividend of GBP79,609 (2.25p per share) will be paid on 31 May 2013 in respect of the year ended 31
December 2012. The dividend will be paid to Shareholders on the register of members on 10 May 2013;
shares will go ex-dividend on 8 May 2013.
2012 2012 2012 2011 2011 2011
Revenue Capital Total Revenue Capital Total
6. Return per Ordinary Share GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Attributable to Ordinary
Shareholders 71 (494) (423) 1,473 11,379 12,852
----------- ----------- ----------- ----------- ----------- -----------
Return per Ordinary share 0.5p (3.5)p (3.0)p (7.9p) 60.8p 68.7p
====== ====== ====== ====== ====== ======
The return per Ordinary share is based on the weighted average number of 13,974,085 Ordinary shares
in issue (2011: 18,696,574).
2012 2011
7. Commitments GBP'000 GBP'000
The level of outstanding commitments at the year end was:
Rutland Fund I 2,315 2,839
August Equity Partners I 397 348
Fondinvest Capital VIII - 2,323
Pragma Capital II - 1,395
Parallel Ventures 2006 - 817
Century Capital Partners Fund IV - 422
Astorg IV - 295
----------- -----------
Outstanding commitments 2,712 8,439
======= =======
It should be noted that these funds are unlikely to have remaining
commitments fully called as they are past their initial five-year
investment periods and also because a portion of commitments is
often held-back as a contingency. Overall, therefore, it is
anticipated that drawdowns of outstanding commitments at 31 December
2012 are likely to total approximately GBP0.2 million prior to the
Company entering its planned liquidation process.
8. Net Asset Value per Ordinary share
The Net Asset Value per Ordinary share (which equals the net value
attributable to the Ordinary shares at the year end calculated in
accordance with the Articles of Association) was as follows:
2012 2011
Net Asset Value per Ordinary share 400.1p 402.0p
Net Asset Value attributable to Ordinary GBP14,158,000 GBP62,513,000
shares of 5p
The Net Asset Value per Ordinary share is based on 3,538,185 (2011:
15,551,506) Ordinary shares in issue at the year end.
9. 2012 Financial Information
The figures and financial information for 2012 are extracted from
the annual financial statements for that period and do not
constitute the statutory accounts. The Company's annual financial
statements for the year ended 31 December 2012 have been audited but
have not yet been delivered to the Registrar of Companies. The
report of the Auditor on the 2012 annual financial statements was
unqualified, did not include a reference to any matter to which the
auditors drew attention without qualifying the report, and did not
contain any statements under section 498 of the Companies Act 2006.
10. 2011 Financial Information
The figures and financial information for 2011 are extracted from
the published Annual Report and Financial Statements for the year
ended 31 December 2011 and do not constitute the statutory accounts
for that year. The 2011 Annual Report and Financial Statements has
been delivered to the Registrar of Companies and included the Report
of the Independent Auditors which was unqualified and did not
contain a statement under either section 237(2) or section 237(3) of
the Companies Act 1985 or under section 498 of the Companies Act
2006.
11. Annual Report and Financial Statements
Copies of the Annual Report and Financial Statements will be posted
to Shareholders in May 2013 and will be available on the Company's
website (www.hendersonprivateequity.com) or in hard copy format from
the Registered Office, 201 Bishopsgate, London EC2M 3AE.
12. Annual General Meeting
The Annual General Meeting will be held on Thursday, 27 June 2013 at
11.00 am at 201 Bishopsgate, London EC2M 3AE.
For further information please contact:
Ian Barrass (Portfolio Manager) Robin Archibald (Corporate Stockbroker)
Henderson Private Equity Investment Trust plc Winterflood Securities Limited
Telephone: 020 7818 2964 Telephone: 020 7100 0290
Sarah Gibbons-Cook (Investor Relations and PR Manager)
Henderson Global Investors Limited
Telephone: 020 7818 3198
- ENDS -
Neither the contents of the Company's website nor
the contents of any website accessible from hyperlinks on the Company's
website (or any other website) are incorporated into, or form part of, this
announcement.
END
Henderson Pr (LSE:HPEQ)
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Henderson Pr (LSE:HPEQ)
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