Final Results

Strategic Equity Capital plc Results for the year ended 30 June 2007 Key highlights: - At 30 June 2007, the Company had net assets of £82.8 million (113.9p per share), an increase of 9.4% since 30 June 2006 and a 6.3% increase over the six months. - The performance of the investment portfolio since inception is now reaching the level anticipated by the Manager over the long term, having achieved an internal rate of return ("IRR") in excess of 15%. - To date realisations have delivered returns well in excess of the Manager's target, realising a combined IRR of over 28%. John Hodson, Chairman of Strategic Equity Capital plc, commented: "I am very pleased to report on the significant progress and improved performance made by the Company over the last twelve months. In spite of fluctuating market conditions there remain excellent investment opportunities from applying private equity techniques to public markets." For further information, please contact: Capita Sinclair Henderson Limited 01392 412 122 Tracey Brady/ Michael Buckley SVG Investment Managers Limited 020 7010 8900 Tony Dalwood / Graham Bird Copies of the press release and other corporate information can be found on the company website at: http://www.strategicequitycapital.com CHAIRMAN'S STATEMENT I am pleased to report that significant progress has been made since the publication of the last interim report. The performance of the investment portfolio since inception is now reaching the level anticipated by the Manager over the long term, having achieved an internal rate of return ("IRR") in excess of 15%. To date realisations have delivered returns well in excess of the Manager's target, realising a combined IRR of over 28%. The Company's investment portfolio is maturing and we are beginning to see the benefits of the strategic, operational and management initiatives within the portfolio and the subsequent re-rating of a number of portfolio companies share prices. Secondly from an operating perspective the Company has continued to develop. A banking facility has been established which will enable the Company to become geared and I expect the Manager to take advantage of this over the next 12 months. Finally the Company intends to maintain its active investor marketing programme which was initiated during the second half of the year. Performance At 30 June 2007 Strategic Equity Capital had net assets of £82.8 million which equates to a net asset value per share of 113.9p, an increase of 9.4% since June 2006 (net asset value of 104.1p per share) and a 6.3% increase over the six months (net asset value of 107.2p per share). The unaudited net asset value per share as at 31 August 2007 was 109.4p. Investment Manager The Company's portfolio is managed by SVG's Public Equity Team. Their investment processes and techniques are modelled on that of successful private equity investors, focusing on companies that can benefit from strategic, operational and management initiatives. Investment strategy The Company's investment strategy remains to achieve absolute returns for shareholders through a strategy of using private equity techniques and a practice of constructive corporate engagement. The Board Full details relating to the Company's operations can be found in the Annual Report. Within the Annual Report, under the Report of the Directors we have presented a review of the business which looks at the principal risks and uncertainties it faces, an analysis of its performance during the financial period and its position at the year end. The Board regrets that Jonathan Morgan has decided to stand down as a Director at the next AGM and would like to thank him for his resolute and invaluable contribution since the Company's launch. We are however, delighted to welcome Michael Phillips as a non-executive Director of the Company with effect from 9 August 2007. Michael is Chief Executive of iimia Investment Group plc and is also non-executive Director of iimia Investment Trust plc. We believe his experience and knowledge of the financial services sector will be of considerable value to the Board. Dividend The Directors expect that any returns for shareholders will derive primarily from the capital appreciation of the Ordinary shares rather than from dividends. The Directors intend only to declare final dividends and then to the extent necessary to maintain investment trust status. Accordingly the Board does not intend to declare a final dividend to shareholders for the year ended 30 June 2007. AGM The AGM for the Company will be held at 11.30am on 6 November 2007 at 111 Strand, London, WC2R OAG. In addition to the formal business of the meeting, the Investment Manager will provide an update on the Company's investment portfolio and answer any questions from Shareholders. Discount management The Board has a policy of active discount management. Outlook Recent volatility in the stock market has reinforced the need for the Manager's selective and focused investment approach. The performance of the Company over the last twelve months has increased the Board's belief that there is a significant investment opportunity in applying private equity techniques to public markets, an opportunity that we will continue to exploit. John Hodson 7 September 2007 INVESTMENT MANAGER'S REPORT Portfolio Review At 30 June 2007 Strategic Equity Capital had net assets of £82.8 million (113.9p per share) and was 104% invested with a portfolio of 27 companies. The investment strategy remained highly focused, with the top 10 holdings accounting for 65% of the portfolio at the end of the financial year. As the Company has matured, the mix of activity has begun to move from a focus on new investment to a more balanced mix of investment, execution and realisation. We are beginning to see the benefit of the strategic, operational and management initiatives which were put in place over the last two years, leading to some material increases in the value of several portfolio holdings. As a result, the net asset value of the Company increased by 9.4% over the year. A detailed review of the Company's investment activity over the first six months of the period was presented in the interim report of 31 December 2006. The following comments relate to investment activity over the first half of 2007. Performance A large number of portfolio companies have made a major positive contribution to performance since 31 December 2006. The top five contributors were Redstone, Mecom, Ora Capital, Vintage 1 and Spirent. The Manager remains the largest shareholder of Redstone, a provider of telecoms and IT solutions and is supporting an acquisition led growth strategy. To date this strategy has worked well, with the company completing the acquisition of Symphony Telecom and has subsequently won a number of major contracts. As a result the share price of Redstone has continued to rise. A similar strategy is being followed in the case of Mecom, where management is successfully executing a roll-up of continental European newspaper publishers. The Manager has stated that the Company will take stakes in private companies where there is a clear intention to achieve public market status within a reasonable time period. This strategy was adopted with Ora Capital, where pre-IPO development capital was provided at 65 pence per share in March 2006. Ora was floated in April 2007 at a price of 120 pence. Its share price has continued to rise and at 30 June 2007 was 148 pence. The Company also has the capability to invest a limited amount in private equity orientated investments where SVG's private equity expertise leads the manager to believe that the investment returns will be of a high level. Vintage 1, a collateralised fund of private equity funds, is an example of this. The Company made a €3.0 million commitment to this fund, of which €840,000 has been called. At 30 June 2007, the Company's investment in this fund was valued at €2.3 million. Spirent announced the conclusions of its strategic review following the replacement of the board at an EGM called by shareholders in December 2006. The cost savings identified by the new board, along with the improving outlook for the company, have led to a rally in the company's shares. The other five meaningful contributors were Pinewood Shepperton, which continued to appreciate as analysts highlighted the value of its property portfolio; Intec, Renold and Thorntons, whose results statements confirmed solid progress in their turnaround plans and finally Alpha Airports, which received a takeover approach from Autogrill, a trade buyer. There were three major negative contributors to performance over the period; Communisis, SMG and Filtronic. Communisis has experienced a number of board changes in the last 12 months and has undergone a strategic review commenced by the new CEO, Steve Vaughan. Operating performance for the company has been in line with expectations however the company has announced significant impairment charges leading to a fall in its share price. SMG completed its 100 day business review following the restructuring of the board and appointment of Rob Woodward as CEO. The review highlighted significant cost savings and a clear corporate strategy, however the shares fell over concerns on the short term earnings outlook. Finally Filtronic continue to suffer from market uncertainty surrounding the medium term strategy for the group. We believe the company is working through its disposal and restructuring programme in an orderly fashion. Top 10 holdings A summary of the top 10 investments, which represent approximately 67% of net assets is given below: Company Sector Cost Valuation % of % of net classification invested assets £'000 £'000 portfolio Redstone Telecoms 6,949 12,574 14.6 15.2 Pinewood Media 4,849 7,208 8.4 8.7 Shepperton Melrose Industrial 4,929 5,798 6.7 7.0 engineering Evolution Investment 5,155 4,752 5.5 5.7 Group services Spirent Telecoms 3,531 4,732 5.5 5.7 Cardpoint Support 4,286 4,600 5.3 5.6 services Mecom Group Media 2,648 4,523 5.3 5.5 Renold Industrials 3,125 3,895 4.5 4.7 Intec Telecoms 2,962 3,783 4.4 4.6 Telecom System Thorntons Retail 3,137 3,705 4.3 4.5 New investments It is part of the Manager's strategy to make small "toe-hold" investments in companies where doing so may aid due diligence or open up the possibility of participating in, or leading future corporate activity. Since the interim results the Company has made eight such toe-hold investments. In aggregate, they represented 8.8% of the invested portfolio at the year end. Finally, in June 2007 the Company made a small additional investment in Watermark by participating in the issue of 15.5% secured convertible bonds as part of a broader refinancing arranged by SVG. In July 2006 the value of Watermark's shares had fallen, following a profits warning and the termination of takeover talks. This had a significant impact on the Company's NAV. Subsequently Graham Bird, a fund manager of SVG's Public Equity Team, was appointed as a non-executive Director. Wholesale changes were also made to Watermark's management team to coincide with the refinancing. Realisations Since the publication of the interim report there have been three disposals; Computer Software Group, Alpha Airports and Hampson. The Company was building a stake in Computer Software Group ("CSG") when the group was approached by a private equity buyer, who made a takeover offer for the group at a significant premium. The Manager believed that CSG was materially undervalued, and that corporate engagement could lead to a significant increase in shareholder value. Given the widespread shareholder support for the private equity offer, the stake was realised for a multiple of 1.3x cost over four months. Alpha Airports was sold following an approach for the group by Autogrill Spa, a trade buyer. The Manager had been encouraging management to create value by separating the retail and aircraft servicing sides of the business, however in our opinion Autogrill's offer represented fair value for the business and the Company's position was sold at a multiple of 1.5x cost and an IRR of 47%. The Manager has been an investor in Hampson since early 2004 and contributed significantly to the development of the company in subsequent years through the provision of growth capital, helping the company to quadruple its market value from under £30 million to over £120 million. It is the Manager's belief that this development stage is now largely complete and that Hampson no longer fitted the Company's mandate of investing in companies benefiting from strategic, operational or management initiatives. The strategy enacted by Hampson's management has created substantial value for shareholders and the Manager wishes the team further success in the future. The holding was sold for a 1.2x multiple of cost, and an IRR of 18%. Outlook Recent figures for M&A activity showed there were over 400 European private equity deals representing over €50 billion of invested capital over the first quarter of 2007, a 26% increase on the prior year. The average size of private equity deals also continued to increase, exceeding US$400 million for the first time. The focus of private equity investors targeting larger companies may increase the number of opportunities for the Manager to apply private equity techniques to smaller companies which should remain publicly quoted. Interestingly, 33% of UK buyouts in the first quarter of 2007 were led by non-private equity players such as hedge funds and high net worth individuals. We expect this blurring of private equity style activity to continue and believe SVG's Public Equity Team will be in the forefront of this change. SVG Investment Managers Limited 7 September 2007 All statements of opinion and/or belief contained in this Investment Manager's report and all views expressed and all projections, forecasts or statements relating to expectations regarding future events or the possible future performance of the Company represent SVG Investment Managers Limited's own assessment and interpretation of information available to it as the date of this report. As a result of various risks and uncertainties, actual events or results may differ materially from such statements, views, projections or forecasts. No representation is made or assurance given that such statements, views, projections or forecasts are correct or that the objectives of the Company will be achieved. The Directors announce the unaudited statement of results for the year ended 30 June 2007 as follows: Income statement for the year ended 30 June 2007 Year ended 30 June Period ended 30 June 2007 2006* Revenue return Capital return Total Revenue return Capital return Total £'000 £'000 £'000 £'000 £'000 £'000 Investments Gains on investments at fair value through profit or loss - 10,558 10,558 - 2,839 2,839 Net investment result - 10,558 10,558 - 2,839 2,839 Income Dividends 866 - 866 569 - 569 Interest 426 - 426 1,788 - 1,788 Underwriting commission 7 - 7 2 - 2 Total income 1,299 - 1,299 2,359 - 2,359 Expenses Investment Manager's fee (892) - (892) (595) - (595) Investment Manager's incentive fee - (2,596) (2,596) - - - Other expenses (297) (40) (337) (280) - (280) Total expenses (1,189) (2,636) (3,825) (875) - (875) Net return before finance costs and taxation 110 7,922 8,032 1,484 2,839 4,323 Finance Costs Interest Payable (4) - (4) - - - Total finance costs (4) - (4) - - - Net return before taxation 106 7,922 8,028 1,484 2,839 4,323 Taxation 17 - 17 (274) - (274) Net return after taxation for the period 123 7,922 8,045 1,210 2,839 4,049 Return per Ordinary share pence pence pence pence pence pence Basic 0.17 10.91 11.08 1.68 3.94 5.62 The total column of this statement is the profit and loss account of the Company. The supplementary revenue and capital return columns are both prepared under guidance published by the Association of Investment Companies. All items in the above statement derive from continuing operations. No operations were acquired or discontinued during the period. * Period ended 30 June 2006 relates to the period from 20 July 2005 to 30 June 2006. Statement of changes in equity for the year ended 30 June 2007 Share Capital Capital Share premium Special reserve reserve Revenue capital account reserve realised unrealised reserve Total £'000 £'000 £'000 £'000 £'000 £'000 £'000 For the year to 30 June 2007 1 July 2006 7,262 2,042 62,282 383 2,456 1,198 75,623 Return for the period - - - 3,170 4,752 123 8,045 Dividend paid - - - - - (944) (944) Write back of share issue expenses - 28 - - - - 28 30 June 2007 7,262 2,070 62,282 3,553 7,208 377 82,752 For the period ended 30 June 2006 20 July 2005 7,040 62,282 - - - (12) 69,310 Return for the period - - - 383 2,456 1,210 4,049 Transfer to special reserve - (62,282) 62,282 - - - - Issue of share capital 222 2,042 - - - - 2,264 30 June 2006 7,262 2,042 62,282 383 2,456 1,198 75,623 Balance sheet as at 30 June 2007 30 June 30 June 2007 2006 £'000 £'000 Non-current assets Fair value through profit or loss investments - Investments 86,100 55,022 Current assets Other receivables 640 989 Cash and cash equivalents 918 20,458 1,558 21,447 Total assets 87,658 76,469 Current liabilities Other payables 4,906 846 4,906 846 Total assets less current liabilities 82,752 75,623 Net assets 82,752 75,623 Capital and reserves: Share capital 7,262 7,262 Share premium account 2,070 2,042 Special reserve 62,282 62,282 Capital reserve 10,761 2,839 Revenue reserve 377 1,198 Total shareholders' equity 82,752 75,623 Net asset value per share pence pence Basic and diluted 113.94 104.13 Shares in issue number number Ordinary shares in issue 72,626,000 72,626,000 Statement of cash flows for the year ended 30 June 2007 Year ended Period ended 30 June 2007 30 June 2006 £'000 £'000 Operating activities Net return before tax 8,028 4,323 Adjustment for gains on investments (10,518) (2,839) Operating cashflows before movements in working capital (2,490) 1,484 Decrease/(increase) in receivables 218 (250) Increase in payables 2,631 245 Tax paid (282) - Purchases of portfolio investments (41,236) (59,885) Sales of portfolio investments 21,535 7,250 Net cash outflow from operating activities (19,624) (51,156) Financing activities Equity dividends paid (944) - Drawdown of revolving credit facility 1,000 - Writeback of share issue expenses 28 - Redemption of redeemable shares - (50) Proceeds of ordinary share issue - 71,614 Net cash inflow from financing activities 84 71,564 (Decrease)/ increase in cash and cash equivalents for period (19,540) 20,408 Cash and cash equivalents at start of the year 20,458 50 Cash and cash equivalents at 30 June 2007 918 20,458 1 General information The financial information contained in this announcement does not constitute statutory financial statements as defined in Section 240 of the Companies Act 1985. The financial information is unaudited and has been prepared on the basis of the accounting policies set out in the statutory financial statements for the year ended 30 June 2006, which contained an unqualified auditors' report and have been lodged with the Registrar of Companies and did not contain a statement required under Section 237(2) or (3) of the Companies Act 1985. Statutory financial statements for the year ended 30 June 2007 have not yet been approved, audited or filed and will be delivered to the Registrar of Companies following the Annual General Meeting.
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