Half-yearly Report

Strategic Equity Capital plc Half Yearly Report for the period ended 31 December 2009 Key highlights: - Net asset value per share (`NAV') increased by 33.0% for the six month period ended 31 December 2009 - The NAV outperformed the FTSE Small Cap ( ex inv companies ) index (`the Index') which increased by 23.1% during the period - NAV rose 4.7% in the three months to 31 December 2009 compared to a 7.7% decline in the Index - Outperformance achieved with low financial risk, 3 of top 5 contributors to performance had net cash balance sheets, Company remains ungeared - Portfolio companies continue to display strong operational momentum - Proceeds from realisations invested in selected public equity secondary fundraisings For further information, please contact: Capita Sinclair Henderson Limited 01392 477 513 Tracey Brady SVG Investment Managers Limited 020 7010 8900 Rebekka Lambert/ Adam Steiner Copies of the press release and other corporate information can be found on the Company website at: http://www.strategicequitycapital.com Investment objective The investment objective of the Company is to achieve absolute returns (i.e. growth in the value of investments) rather than relative returns (i.e. attempting to outperform selected indices) over a medium-term period, principally through capital growth. Investment Manager's strategy The Investment Manger, SVG Investment Managers Limited ("SVGIM") employs a strategy to invest in publicly quoted companies which create value through strategic, operational and management change. SVGIM follows a practice of constructive corporate engagement and aims to work with management teams in order to enhance shareholder value. The Company's full Investment policy is set out later in this announcement. Shareholder information Financial calendar Share dealing NAV Company's year end Shares can be traded The Company's net asset value through 30 June your usual stockbroker. is announced weekly to the London Stock Exchange. Annual results announced Share register enquires September The register for the Website ordinary shares is maintained by Further information on the Annual General Meeting Computershare Investor Company can be accessed via November Services plc. In the the Company's website event of queries regarding your www.strategicequitycapital.com holding, Company's half year please contact your Registrars 31 December on 0870 707 1285. Changes of name and/or address must be Half yearly results notified in writing to announced the February Registrar, at the address below. Share price Computershare Investor The Company's Ordinary Services plc shares are listed on the London The Pavilions Stock Exchange. The mid-market Bridgwater Road price is quoted daily in Bristol BS13 8AE the Financial Times under `Investment Companies'. Capital structure Issued share capital 79,815,974 ordinary shares of 10p each: £7,981,597. At 30 June 2009 the issued share capital of the Company was 72,626,000 Ordinary shares. Since the year end the Company has issued 7,189,974 Ordinary shares. The Company has been incorporated with an indefinite life. All shares have equal voting rights. Treasury shares During the period to 31 December 2009 no shares were repurchased by the Company. At the date of this report the Company's issued share capital consisted of 79,815,974 Ordinary shares, with total voting rights of 76,770,474 and 3,045,500 Ordinary shares which are held in treasury. Shares held in treasury have no voting, dividend or other rights and are excluded for net asset value and return per share calculations. Financial summary 1 July 2009 to Year to 1 July 2008 to 31 December 2009 30 June 2009 31 December 2008 Total return: Total return £12,512,000 £(19,361,000) £(25,759,000) Return per Ordinary share* 16.72p (27.78)p (36.91)p Revenue: Net revenue after taxation £101,000 £234,000 £117,000 Revenue return per Ordinary 0.14p 0.34p 0.17p share* As at As at As at 31 December 2009 30 June 2009 31 December 2008 Assets (investments valued at bid-market prices): Net assets £50,827,000 £34,650,000 £28,252,000 Net asset value ("NAV")per Ordinary share - (including current period 66.21p 49.80p 40.60p revenue) Middle market quotation: Ordinary shares 50.75p 36.25p 14.50p Discount to NAV 23.35% 27.21% (64.29)% * Returns per Ordinary share are calculated based on 74,845,290 (30 June 2009: 69,682,295 and 31 December 2008: 69,782,429) being the weighted average number of Ordinary shares, excluding shares held in treasury, in issue throughout the period. Investment policy The Company invests primarily in equity and equity-linked securities quoted on markets operated by the London Stock Exchange where the Investment Manager believes the securities are undervalued and could benefit from strategic, operational or management initiatives. The Company also has the flexibility to invest up to 20% of the Company's gross assets at the time of investment in securities quoted on other recognised exchanges. The Company may meet all calls on its undrawn loan commitment to Strategic Recovery Fund II ("SRF II") and to Vintage 1 Limited ("Vintage"). Subject thereto, until such time as all of the undrawn loan commitment to SRF II has been called or, if earlier, SRF II's investment period has expired, save for investments pursuant to its commitments to SRF II and Vintage, the Company will not make any further investments in unquoted securities. Thereafter, the Company may invest up to 20% of its gross assets at the time of investment in unquoted securities, provided that, for the purpose of calculating this limit, any undrawn commitment to Vintage which may still be called shall be deemed to be an unquoted security. The maximum investment in any single investee company will be no more than 15% of the Company's investments at the time of investment. The Company will not invest more than 10%, in aggregate, of the value of its total assets at the time the investment is made in other listed closed-end investment funds provided that this restriction does not apply to investments in any such funds which themselves have published investment policies to invest no more than 15% of their total assets in other listed closed-end investment funds. Other than as set out above, there are no specific restrictions on concentration and diversification. The Board does expect the portfolio to be relatively concentrated, with the majority of the value of investments typically concentrated in the securities of 10 to 15 issuers across a range of industries. There is also no specific restriction on the market capitalisation of issues into which the Company will invest, although it is expected that the majority of the investments by value will be invested in companies with a market capitalisation of less than £300 million. The Company's Articles of Association permit the Board to take on borrowings of up to 25% of the net asset value at the time the borrowings are incurred for investment purposes. Chairman's statement Introduction Market conditions proved favourable for the Company in the period under review. The strong operational performance witnessed by the majority of portfolio companies continued, leading to a significant number of strong results and trading announcements and upgrades of earnings expectations by company analysts. A material number of portfolio companies rallied by more than 40% over the period, in many cases compounding large increases experienced in the first half of 2009. Despite increasing signs of stability within the UK banking sector over the period, there continued to be limited availability of credit. This was a positive for the Company, as it created a favourable environment for providers of fresh equity funding to smaller companies. As a result the Company was able to encourage and participate in a number of attractively priced fundraisings. This, in conjunction with market volatility led to a number of new names appearing in the portfolio, and a slightly higher level of portfolio turnover. Performance The period saw an improvement in NAV per share of 33.0% over the period. This was driven by the continued strong performance of the Company's largest holdings and in particular the Company's partnership interest in Strategic Recovery Fund II, which increased in value by more than 100%. The discount to NAV at which the Company's shares have traded narrowed from 27.2% to 23.4% over the second half, well below the level of comparable smaller company activist trusts but still slightly greater than that of diversified smaller companies trusts. Discount management Following the shareholder consultation process of October 2008 the Board announced that, whilst it will continue to use its share buy-back authority where it can be applied for the benefit of shareholders as a whole, it believed it impractical to seek to reduce the discount to 10% or less given the market conditions at that time. The Board remains committed to buying back shares when it believes that this is in the best interests of shareholders as a whole after taking into account all relevant factors, including alternative uses for any available cash balances, market conditions and the constraints imposed by legal and regulatory requirements. The Board reviews its stance on share buy-backs on a regular basis. Banking arrangements The Company currently has a £5 million revolving facility with RBS. This facility is currently unutilised, and was originally put in place principally to provide certainty that the Company would be able to meet any potential commitments to its unlisted investments. The Board has authorised the Investment Manager to use a proportion of the facility to increase investment flexibility over the short term. Strategic Recovery Fund II ("SRF2") At the time of the Company's acquisition of SRF2 in August 2009 SVGIM was of the opinion that SRF2 was likely to make significant distributions over the following 12 months, and that it was highly likely that the remaining undrawn commitment to SRF2 would be predominantly funded through the proceeds from distributions. The Board is pleased to note that by the period end the Company had received distributions equivalent to just under 25% of the undrawn commitment, which were used to fund simultaneous calls on the undrawn commitment by the same amounts. Post period-end events On 15 January 2010 the Company received a distribution of £993,690 from SRF2 and simultaneously paid a call of £993,690 on the undrawn loan commitment to SRF2. The net effect of this was a reduction in the Company's outstanding undrawn commitment to SRF2 by 24.5% to £3,066,566. In combination with the calls funded out of distributions from SRF2 received in the second half of 2009 this equates to a total reduction in the undrawn commitment of 40% since the acquisition. Continuation vote The Board has committed to providing shareholders with an opportunity to vote on an ordinary resolution to continue the Company at the annual general meeting of the Company in November 2010. Prior to making a recommendation with regard to that vote, the Board, in conjunction with its advisers, will undertake a strategic review of the Company. As part of the review process, we will consult with shareholders to ascertain their views on the Company. Outlook 2009 was a year in which smaller companies materially outperformed their larger peers, delivering strong absolute returns, and the turbulence in financial markets created outstanding investment opportunities. Benefitting from both of these trends the Company experienced a cumulative increase in net assets per share of 63.1% over 2009. These facts serve as a timely reminder of the power of well executed selective investment in undervalued smaller companies. The Board believes that despite the ongoing economic problems facing the UK the market environment will remain favourable for the Investment Manager's approach of investing in undervalued smaller publicly quoted companies using private-equity based investment techniques and a policy of constructive corporate engagement for the foreseeable future. John Hodson 26 February 2010 Investment management report Investment strategy Our strategy is to invest in publicly quoted companies which will create value through strategic, operational and management change. We follow a practice of constructive corporate engagement and aim to work with management teams in order to enhance shareholder value. We aim to build a consensus with other stakeholders, and prefer to work alongside like-minded co-investors as leaders, followers or supporters. We try to avoid confrontation with investee companies as we believe that there is strong evidence that overtly hostile activism generally generates poor returns for investors. We are long-term investors; we typically aim to hold companies for the duration of three-year investment plans that include an entry and exit strategy and a clearly identified route to value creation. The duration of these plans can be shortened by transactional activity or lengthened by adverse economic conditions. Before investing we undertake an extensive due diligence process, assessing market conditions, management and stakeholders. Our investments are underpinned by valuations, which we derive using private equity-based techniques. These include a focus on cash flows, the potential value of the company to trade or financial buyers and the capital structure. Our typical investee company has a market capitalisation of under £150 million at the time of initial investment. We believe that smaller companies provide the greatest opportunity for our investment style as they are relatively under-researched, often have more limited resources, and frequently can be more attractively valued. We believe that this approach, if properly executed, will generate favourable risk-adjusted returns for shareholders over the long term. Interim report As at 31 December 2009, the Company had net assets of £50.8 million (66.21p per share). This represented an increase of 33.0% over the previous six months, and an increase of 63.1% over the calendar year. The second half of 2009 saw a strong recovery in UK stock markets led by cyclical sectors. The resources, automotive and retail sectors led the charge as analysts began to upgrade their earnings forecasts at a rate not seen for several years. After a flat first half the FTSE All Share Index rallied in a fairly consistent manner to end the year up 29%. The smaller companies market delivered a more impressive return, rallying 24.8% in the period to finish up 57.7%, but in a more volatile manner falling by 5% in the first quarter and then rallying by 80% to the end of September, before falling 8% in the last three months of the year. The Company outperformed a rising market despite minimal exposure to cyclical sectors principally because we stuck to our core philosophy of investing in lowly valued companies across the market cap spectrum where there is a clear catalyst for change. The Company suffered in 2007/8 because the positive impact of the operational success of our portfolio companies was completely overwhelmed by the negative impact of the flight to liquidity and general markdown of smaller quoted company valuations, alongside the impact of Entertainment Rights going into administration. In 2009 we benefitted from a positive "triple-whammy" as our portfolio companies continued to see material earnings growth, these earnings were significantly re-rated as risk appetites returned and we were not hit by dilution from balance sheet repair (i.e. we had minimal exposure to companies that had to raise new equity at steep discounts to fix their balance sheets). In fact, we largely benefitted from balance sheet repair through de-gearing as this is a key characteristic we try to identify in portfolio companies. This led to some remarkable rallies in share prices; Intec, KCOM, Spirent and Statpro increased in value by 47.3%, 72.8%, 62.4% and 43.7% over the period to end the calendar year up 290%, 226%, 181% and 175% respectively. These rallies were achieved despite modest financial gearing at the company level; in fact, both Spirent and Intec had net cash balance sheets, and KCOM and Statpro displayed debt to EBITDA ratios of less than two times. All four companies enjoyed further earnings upgrades. Thorntons continued to rally from an oversold position, increasing by 46.8% in the half. The continued strong performance of these holdings highlights how significant the rewards can be if our investment strategies can be followed through to conclusion. Top 5 contributors to performance Period Company Cost Realisations Valuation attribution SRF2 3,764 1,131 7,845 +9.8% Intec Telecom Systems 834 5,069 2,141 +6.3% Spirent Communications 2,484 170 4,502 +4.7% Statpro Group 2,599 24 4,207 +3.6% RPC Group 4,282 179 4,550 +3.4% There were only three notable negative performers in the period. Redstone suffered from market concerns regarding its balance sheet strength, although this was resolved after Gartmore and SVG Investment Managers refinanced the company's debt. Pinewood Shepperton's share price fell as investors became less focused on the potential value of the property asset within the company. Communisis fell following the unexpected departure of its Chief Executive Officer. Bottom 5 contributors to performance Period Company Cost Realisations Valuation Attribution Redstone 6,949 - 397 -1.9% Pinewood-Shepperton 3,038 18 2,191 -1.3% Communisis 2,884 37 356 -1.0% Mecom Group 3,208 - 570 -0.4% Filtronic 562 269 579 -0.1% Portfolio review The portfolio remained highly focused, with a total of 24 holdings and with the top 10 holdings accounting for 76.9% of the portfolio at the end of the financial period. The portfolio remains predominantly invested in quoted equities, however the percentage of the portfolio invested in unlisted securities (including SRF2) increased to 17.5% at the end of the period due to their strong performance. 4.6% of the portfolio was invested in cash at the period end. As detailed in the last annual report, our principal target for the deployment of new capital in 2009 was attractive secondary fundraisings among smaller quoted companies. In late 2009, the Company made three new investments in Allocate, E2V Technologies and Lavendon by participating in new equity issuance. In the case of Allocate we backed a high quality management team running a UK market leading business to acquire the equivalent market leader in the Nordic region. E2V and Lavendon both entered the downturn with higher gearing than optimal, which has limited their ability to manage the business as well as causing a material de-rating. We believe that the entry valuation for the Company's investment is undemanding and that the quantum of the fundraisings puts both companies back on the front foot. During the early part of the second half, the investment in KCOM was added to on the basis of a compelling cash flow valuation. Allocate and E2V are described in the investee company review below. Lavendon is an equipment rental company specialising in powered access equipment such as scissor lifts, across the UK, German and Middle Eastern markets. The company over-geared its balance sheet while acquiring rival businesses in the UK over the past three years. Following the credit crunch and downturn in the construction industry, the group initiated a fundraising to pay down debt. SRF2 made its initial investment during December 2009 via a placing and has subsequently continued to add to its holding in the market. Funds managed by SVGIM currently hold approximately 7% of the company's equity. We took advantage of favourable selling conditions to realise selectively investments which had reached target prices, most notably Intec, where we have disposed of two thirds of the stake, equivalent to 1.8x the original total investment. Including unrealised value, Intec is valued at 2.5x cost. The position in Ora Capital was fully realised at a 1.6x cost. Ora's management has nursed its portfolio of early stage companies well through the economic storm, but capital shortages may lead to dilutive fundraisings for several of the larger holdings. We also reduced its holding in Renold, as we are concerned that any growth in shareholder value driven by earnings recovery may be offset by the company's need to finance its large pension fund deficit. The Company's investment in Entertainment Rights, currently valued at zero, has been written off as it appears unlikely that any shareholder value will be recovered. From this point, we will classify it as a realised investment. Portfolio as at 31 December 2009 - Sector split Sector Percentage Telecoms 8.5 Manufacturing 10.3 Support services 10.7 Technology 34.7 Media 5.4 Net cash 4.6 Retail 6.3 Investment companies 0.7 Leisure 1.2 Unlisted investments 17.5 Portfolio as at 31 December 2009 - Size split (by market capitalisation) Size Percentage <£100m 52.9 £100m-£300m 28.7 £300m-£500m 13.8 Net Cash 4.6 Operationally our portfolio companies built on past successes, as the fruits of strategic plans implemented in previous years delivered operating improvements and earnings upgrades in 2009. The overall level of gearing of companies within the portfolio remained well below the market average. Despite the increase in the overall value of the partnership holdings, the valuation characteristics of the portfolio remain highly attractive. Portfolio characteristics as at 31 December 2009 Consensus median portfolio characteristics Strategic Equity Capital Price/ Earnings ratio 11.6 Dividend yield 1.96% Price/ Book ratio 0.75X Price/ Sales ratio 0.5X SVG cash flow yield* 14.2% Forecast earnings growth 7.7% Forecast debt to equity 1.25X * operating cash less maintenance capital expenditure/ enterprise value The figures above are all consensus forecasts with the exception of the Price/ Book and Price/ Sales ratios which are historic. Source: Factset Portfolio Analysis System Investee company review 4imprint Group is the fourth largest distributor of promotional products in the world with an international network of companies in the UK, USA, Hong Kong and Europe. We have been involved with the company since a change of management in 2003 and ultimately the appointment of Ken Minton, a member of our Industry Advisory Panel, as Executive Chairman in 2004. Over the long term the company has benefitted from a subsequent restructuring of the group. More recently it has been negatively impacted by the cyclical nature of its markets. However, it continues to benefit from market share gains in the United States and there is potential upside from further restructuring. Funds managed by SVGIM currently hold approximately 20% of the company's equity. Allocate Software is the leading workforce optimisation software applications provider for global organisations with large, multi-skilled workforces. It is the clear European market leader in the healthcare vertical market, where the compelling return on investment for clients is driving significant growth. It is also the clear lead provider of optimisation software for the global offshore and defence markets. A strong management team is focused on delivering continued profitable growth, maximising the commercial potential of the product suite. SVG became a major shareholder as part of a placing to fund the acquisition of its Nordic equivalent, Timecare AB, in December 2009. Funds managed by SVGIM currently hold approximately 6% of the company's equity. E2V Technologies is a global market leader in the design and manufacture of specialist electronic components and low volume/high value and high reliability semiconductors, predominately for the medical, aerospace, defence and industrial markets. An ill-timed acquisition in September 2008 funded by debt left the balance sheet of the business over-stretched as the economic downturn began. A new Finance Director, well known to SVGIM, was appointed in May 2009. The management team has acted to raise equity to pay down debt as well as restructure the UK and French cost base. The Company made its initial investment during December 2009 via a placing and a deeply discounted rights issue to refinance the balance sheet, and has subsequently continued to add to its holding in the market. Funds managed by SVGIM currently hold approximately 7% of the company's equity. Intec Telecom Systems is a global market leader in interconnect and mediation software, and retail billing software, for the telecommunications industry. Following a change of chairman and CEO over the course of 2007 Intec has been pursuing an operational improvement programme based around cost reduction, margin improvement and focus on cash flow generation. While the market was initially slow to recognise the importance of these changes, more recently Intec has recently seen a dramatic increase in its share price. This investment is now relatively mature, with a substantial net cash balance sheet. Funds managed by SVGIM currently hold approximately 4% of the company's equity. KCOM Group is a provider of communications solutions to businesses and the public sector in the UK. It has a very strong regional consumer-based business based around Hull in East Yorkshire. Following discussions instigated by shareholders the company announced major changes to its management team in November 2008. Following further consultation with shareholders the company has implemented an innovative remuneration package that closely aligns shareholders and management. Since then, the company has undergone a strategic review and announced an important network sharing deal with BT Group. We believe that the positive impact of these and other changes have been underestimated by the market, and that the valuation of KCOM has significant further upside. Funds managed by SVGIM currently hold approximately 6% of the company's equity. Pinewood Shepperton provides facilities for major national and international film production, filmed television, studio television recording, the filming of commercials and post production sound services. It is engaged in "Project Pinewood", which will expand its operating capacity as well as releasing value from its substantial property assets. This is a longer term project, but ultimately should deliver significant returns for shareholders. Funds managed by SVGIM currently hold approximately 7% of the company's equity. RPC Group is Europe's leading manufacturer of rigid plastic packaging. Following lobbying from SVGIM and another shareholder acting in concert the group has initiated a strategic and operational review and made substantial changes to its board. The CEO has performed well against RPC's new objectives, leading to a significant reduction in group debt and ongoing focus on improving returns on invested capital. While this is a longer term investment we believe that there is still more for the taking, particularly when taking into account the improvement in the pricing of its raw materials. Funds managed by SVGIM currently hold approximately 6% of the company's equity. StatPro is a rapidly growing provider of asset management software and asset pricing to the investment industry worldwide. SVG became a major shareholder after offering to replace the company's banking facilities with Kaupthing with equity financing following the bank being put into administration by the UK government. We believe that the company has resilient cash flows and strong growth characteristics given their potential to move into new areas, and that these characteristics are not yet properly valued by the market when compared to precedent transactions in the industry. Funds managed by SVGIM currently hold approximately 7% of the company's equity. Spirent Communications is a global market leader in test solutions for telecommunication companies and their suppliers. In December 2006 SVGIM voted alongside other shareholders at an EGM to reconstitute the company's board, and ultimately appoint Ed Bramson as Chairman. Under his leadership the company has instituted a strategic review and materially increased the profitability of the business. This has led to a material increase in the company's share price. This investment is also relatively mature. Funds managed by SVGIM currently hold approximately 2% of the company's equity. Thorntons is a retailer and manufacturer of confectionary. SVGIM made the investment in the company following the appointment of John Von Sprekelsen as Chairman. John and his team subsequently initiated a plan based on increasing turnover by increasing branded sales to multiple retailers thus increasing manufacturing volumes and enhancing margins. Since our investment key performance indicators are ahead of plan despite various hurdles, such as the insolvency of Woolworths and Birthdays', both of whom were customers. The company's share price was hit following concerns over Christmas trading but has subsequently rebounded as trading has improved and it remains highly cash generative. Funds managed by SVGIM currently hold approximately 11% of the company's equity. Outlook Following such a strong performance in 2009 many investors may be questioning whether the UK stock market has much steam left in it, particularly in the smaller companies' arena. These worries are thrown into even sharper relief by the difficult economic conditions that the UK market continues to face, including an overleveraged consumer sector, a significant fiscal deficit, political uncertainty and an impaired financial sector. While we believe that the economic outlook for the UK will be difficult, possibly for far longer than the markets currently expect, we do not see this as holding back equity investors, particularly those making stock specific investment decisions. Our engagement with the UK small cap corporate finance community has generated, and continues to generate, a good number of quality investment situations and we are hopeful of making one or two new investments over the coming months. Meanwhile, the portfolio remains in good health, evidenced by its strong cash flow yield and limited gearing. Value creation for investors in public companies is typically driven by four main factors, namely Earnings Growth, Re-Rating, Degearing and Corporate activity. All of these drivers appear to be positive for 2010 in the UK market. UK corporate earnings are currently being upgraded by analysts at the fastest rate for five years as companies reap the benefit of the cost cutting exercises conducted over the last two years. The outlook for re-rating is less clear on a market-wide basis, as equities look around fair value to slightly cheap on most long term measures. However, compared to most other asset classes, in particular government debt, equities look exceptionally good value. Investor flows into smaller companies funds have turned positive for the first time in a decade and if this reallocation of capital gathers momentum it should provide a significant boost to the asset class. The cash flow yield on UK equities is looking exceptionally good at the moment, as the low growth environment and poor availability of credit forces companies to channel their cash flows towards balance sheet repair rather than capital expenditure. As a result there is a very strongly positive degearing impact on UK companies at present. Finally the weakness of sterling and the re-emergence of private equity firms both point to an increase in M&A in 2010. With the four drivers of equity return pointing in the right direction there is good reason to be optimistic on the outlook for equities in 2010. SVG Investment Managers Limited 26 February 2010 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. Top 10 holdings % of invested % of portfolio invested at portfolio at Cost Valuation 31 Sector December 30 June % of net Company Classification Date of first investment £'000 £'000 2009 2009 assets Strategic Recovery Fund II Unlisted Jul 2009 3,764 7,845 16.19 - 15.44 RPC Group Manufacturing Feb 2007 4,282 4,550 9.39 11.49 8.95 Spirent Communications Telecoms Aug 2006 2,484 4,502 9.29 9.06 8.86 Statpro Group Technology May 2007 2,599 4,027 8.31 8.70 7.92 E2V Technologies Technology Oct 209 3,309 4,012 8.28 - 7.89 KCOM Group Telecoms May 2007 2,920 3,928 8.10 4.20 7.73 Thornton's Retail Sep 2006 4,264 3,208 6.62 6.79 6.31 4imprint Group Support services Feb 2006 4,885 2,421 4.99 6.67 4.77 Allocate Software Technology Dec 2009 1,980 2,376 4.90 - 4.68 Pinewood Shepperton Media Oct 2005 3,038 2,191 4.52 8.28 4.31 33,525 39,060 80.59 55.19 76.86 * The valuation of Strategic Recovery Fund II Limited is provided by the fund manager based on underlying asset valuations as at 31 December 2009. Interim management report The important events that have occurred during the period under review are set out in the Investment management report, which also includes the key factors influencing the financial statements. The Directors do not consider that the principal risks and uncertainties have changed since the publication of the annual report for the year ended 30 June 2009. The principal risks are set out on pages 12 to 14 of the annual report which is available at http://www.strategicequitycapital.com. Responsibility statement The Directors confirm that to the best of their knowledge: ● the condensed set of financial statements has been prepared in accordance with the Statement on Half Yearly Financial Reports issued by the UK Accounting Standards Board; ● the interim management report includes a fair review of the information required by: (a) 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 (b) 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 entity during that period; and any changes in the related party transactions described in the last annual report that could do so. This Half Yearly Report was approved by the Board of Directors on 26 February 2010 and the above responsibility statement was signed on its behalf by John Hodson, Chairman. Statement of comprehensive income for the 6 month period ended 31 December 2009 6 month period ended Year ended 6 month period ended 31 December 2009 30 June 2009 31 December 2008 unaudited audited unaudited Revenue Capital Total Revenue Capital Total Revenue Capital Total return return return return return return Note £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 Investments Gains/(losses) on investments at fair value through profit or loss - 12,411 12,411 - (19,592) (19,592) - (25,876) (25,876) Exchange losses - - - - (3) (3) - - - Net investment result - 12,411 12,411 - (19,595) (19,595) - (25,876) (25,876) Income Dividends 553 - 553 936 - 936 516 - 516 Interest 14 - 14 50 - 50 14 - 14 Underwriting commission 24 - 24 - - - - - - Total income 2 591 - 591 986 - 986 530 - 530 Expenses Investment Manager's fee 9 (185) - (185) (359) - (359) (208) - (208) Other expenses 3 (300) - (300) (361) - (361) (183) - (183) Total expenses (485) - (485) (720) - (720) (391) - (391) Net return/(loss) before finance costs and taxation 106 12,411 12,517 266 (19,595) (19,329) 139 (25,876) (25,737) Finance costs Interest payable (5) - (5) (32) - (32) (22) - (22) Total finance costs (5) - (5) (32) - (32) (22) - (22) Net return/ (loss) before taxation 101 12,411 12,512 234 (19,595) (19,361) 117 (25,876) (25,759) Taxation 11 - - - - - - - - - Net return/(loss) and total comprehensive income for the period 101 12,411 12,512 234 (19,595) (19,361) 117 (25,876) (25,759) Returns per Ordinary share pence pence pence pence pence pence pence pence pence - Basic and diluted 5 0.14 16.58 16.72 0.34 (28.12) (27.78) 0.17 (37.08) (36.91) The total column of this statement is the Statement of comprehensive income of the Company. All items in the above statement derive from continuing operations. These accounts are unaudited and are not the Company's statutory accounts. These accounts have been prepared under International Financial Reporting Standards, and in accordance with the accounting policies. Statement of changes in net equity for the 6 month period ended 31 December 2009 Share Share premium Special Capital Revenue capital account reserve reserve reserve Total £'000 £'000 £'000 £'000 £'000 £'000 For the 6 month period ended 31 December 2009 1 July 2009 7,262 2,070 60,398 (35,687) 607 34,650 Return for the year - - - 12,411 101 12,512 Dividend paid - - - - (230) (230) New shares issued in the period 719 3,176 - - - 3,895 30 June 2010 7,981 5,246 60,398 (23,276) 478 50,827 For the year to 30 June 2009 1 July 2008 7,262 2,070 61,238 (16,092) 373 54,851 (Loss)/return for the year - - - (19,595) 234 (19,361) Ordinary shares purchased and held in treasury - - (840) - - (840) 30 June 2009 7,262 2,070 60,398 (35,687) 607 34,650 For the 6 month period ended 31 December 2008 1 July 2008 7,262 2,070 61,238 (16,092) 373 54,851 (Loss)/return for the period - - - (25,876) 117 (25,759) Ordinary shares purchased and held in treasury - - (840) - - (840) 31 December 2008 7,262 2,070 60,398 (41,968) 490 28,252 These accounts have been prepared under International Financial Reporting Standards, and in accordance with the accounting polices as set out in note 1.3 below. Balance sheet as at 31 December 2009 As at As at As at 31 December 30 June 31 December unaudited audited unaudited 2009 2009 2008 £'000 £'000 £'000 Non-current assets Investments at fair value through profit or loss 48,470 32,230 27,514 Current assets Other receivables 164 105 174 Cash and cash equivalents 2,350 2,457 793 2,514 2,562 967 Total assets 50,984 34,792 28,481 Current liabilities Other payables 157 142 229 157 142 229 Total assets less current liabilities 50,827 34,650 28,252 Net assets 50,827 34,650 28,252 Represented by: Shareholders' equity Share capital 7,981 7,262 7,262 Share premium account 5,246 2,070 2,070 Special reserve 60,398 60,398 60,398 Capital reserve (23,276) (35,687) (41,968) Revenue reserve 478 607 490 Total shareholders' equity 50,827 34,650 28,252 Net asset value per share pence pence pence Basic and diluted 66.21 49.80 40.60 Shares in issue Number number number Ordinary shares (excluding shares held in treasury) 76,770,474 69,580,500 69,580,500 These accounts have been prepared under International Financial Reporting Standards, and in accordance with the accounting policies. The half yearly financial information was approved by the Board of Directors and authorised for issue on 26 February 2010. It was signed on behalf of the Board by J Hodson Chairman 26 February 2010 Statement of cash flows for the 6 month period ended 31 December 2009 6 month 6 month period ended Year ended period ended 31 December 30 June 31 December 2009 2009 2008 unaudited audited unaudited £'000 £'000 £'000 Operating activities Net return/(loss) before finance costs and taxation 12,517 (19,329) (25,737) Adjustment for (gains)/losses on investments (12,411) 19,592 25,876 Interest paid (5) (32) (22) Operating cash flows before movements in working capital 101 231 117 (Increase)/decrease in receivables (12) 647 674 Increase/(decrease) in payables 11 (77) (75) Purchases of portfolio investments (11,089) (6,900) (5,349) Sales of portfolio investments 11,112 6,463 3,333 Net cash inflow/(outflow) from operating activities 123 364 (1,300) Financing activities Equity dividend paid (230) - - Purchase of treasury shares - (840) (840) Net cash outflow from financing activities (230) (840) (840) Decrease in cash and cash equivalents for period (107) (476) (2,140) Cash and cash equivalents at start of period 2,457 2,933 2,933 Cash and cash equivalents at 31 December 2009 2,350 2,457 793 These accounts have been prepared under International Financial Reporting Standards, and in accordance with the accounting policies. Notes to the half yearly report for the 6 month period ended 31 December 2009 1.1 Corporate information Strategic Equity Capital plc is a public limited company incorporated and domiciled in the United Kingdom, registered in England and Wales under the Companies Act 2006 whose shares are publicly traded. The Company is registered as a public limited company and is an investment company as defined by Section 833 of the Companies Act 2006. The Company carries on business as an investment trust within the meaning of Section 842 of the Income and Corporation Taxes Act 1988. 1.2 Basis of preparation/statement of compliance The condensed interim financial statements of the Company have been prepared in accordance with using International Accounting Standards (`IAS') 34, `Interim financial reporting' issued by the International Accounting Standards Board (as adopted by the EU), they do not include all the information required for a full report and financial statements and should be read in conjunction with the report and financial statement of the Company for the year ended 30 June 2009, which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the EU. The condensed interim financial statements do not comprise Statutory Accounts within the meaning of Section 434 of the Companies Act 2006. Statutory Accounts for the year ended 30 June 2009 were approved by the Board of Directors on 30 September 2009 and delivered to the Registrar of Companies. The report of the Auditors on those Financial Statements was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under Section 498 of the Companies Act 2006. Convention The financial statements are presented in Sterling, being the currency of the primary environment in which the Company operates, rounded to the nearest thousand. 1.3 Accounting policies Except as described below,the same accounting policies, presentation and method of computation used in these condensed financial statements are consistent with those used in the preparation of the financial statements for the year ended 30 June 2009. IAS 1 (revised), `Presentation of financial statements'. The revised standard prohibits the presentation of items of income and expenses (that is, `non-owner changes in equity') in the statement of changes in equity, requiring non-owner changes in equity to be presented separately from owner changes in equity. All non-owner changes in equity are required to be shown in a performance statement, but entities can choose whether to present one performance statement (the statement of comprehensive income) or two statements (the income statement and statement of comprehensive income). IFRS 7 (amendment) `Financial instruments: Disclosures'. The amendment requires enhanced disclosures about fair value measurement and liquidity risk. In particular, the amendment requires disclosure of fair value measurements by level of a fair value measurement hierarchy. The adoption of the amendment results in additional disclosures but does not have an impact on the Fund's financial position or performance. IFRS 8, `Operating segments'. IFRS 8 replaces IAS 14, `Segment reporting'. It requires a `management approach' under which segment information is presented on the same basis as that used for internal reporting purposes. Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker has been identified as the Board. The Board is of the opinion that the Company is engaged in a single segment of business, being an investment business, accordingly a segmental reporting note is not presented. 1.4 New standards and interpretations not applied The following new standards, amendments and interpretations are mandatory for the first time for financial years beginning on or after 1 January 2009 or later periods, but are not currently relevant for the Company. International Accounting Standards (IAS/IFRS) Effective date IAS 23 Amendment - Borrowing costs 1 January 2009 IAS 27 Consolidated and separate financial statements 1 July 2009 (revised) IAS 32 Amendment - Puttable financial instruments and 1 January 2009 obligations existing on liquidation IAS 39 Amendment - Eligible hedge items 1 July 2009 IFRS 2 Amendment - Share based payments: vesting 1 January 2010 conditions and cancellations IFRS 3 Business combinations (revised) 1 July 2009 International Financial Reporting Interpretations Committee (IFRIC) IFRIC 17 Distributions of non-cash assets to owners 1 July 2009 IFRIC 18 Transfers of assets from customers 1 July 2009 2. Income 31 December 2009 30 June 2009 31 December 2008 £'000 £'000 £'000 Income from investments: UK dividend income 553 936 516 Convertible bond income - (9) (9) Liquidity fund income 14 32 21 567 959 528 Other income: Bank interest receivable - 3 2 Underwriting commission 24 - - Other interest income - 24 - 24 27 2 591 986 530 Total income comprises: Dividends 567 936 516 Interest - 50 14 Underwriting commission 24 - - 591 986 530 Income from investments: Listed UK 553 927 507 Listed overseas 14 32 21 567 959 528 3. Other expenses 6 month period ended Year ended 6 month period ended 31 December 2009 30 June 2009 31 December 2008 unaudited audited unaudited Revenue Capital Revenue Capital Revenue Capital return return Total return return Total return return Total £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 Secretarial service 39 - 39 68 - 68 39 - 39 Auditors' remuneration for: audit services 12 - 12 21 - 21 11 - 11 Directors' remuneration 41 - 41 78 - 78 40 - 40 Other expenses 75 - 75 194 - 194 93 - 93 Action by Shareholders 133 - 133 - - - - - - 300 - 300 361 - 361 183 - 183 4. Dividend For the year to 30 June 2009 the Company declared a final dividend of 0.30p per Ordinary share on 76,770,474 shares, amounting to £230,311 (30 June 2008: nil). The dividend was paid on 13 November 2009 to shareholders on the register at 16 October 2009. 5. Return per Ordinary share 6 month period ended Year ended 6 month period ended 31 December 2009 30 June 2009 31 December 2008 Revenue Capital Revenue Capital Revenue Capital return return Total return return Total return return Total pence pence pence pence pence pence pence pence pence Return per Ordinary share - basic and diluted 0.14 16.58 16.72 0.34 (28.12) (27.78) 0.17 (37.08) (36.91) Returns per Ordinary share are calculated based on 74,845,290 (30 June 2009: 69,782,429 and 31 December 2008: 69,782,429) being the weighted average number of Ordinary shares, excluding shares held in treasury, in issue throughout the period. 6. Investments 31 December 2009 £'000 Investment portfolio summary: Listed investments at fair value through profit or loss 39,592 Unlisted investments at fair value through profit or loss 8,878 48,470 Listed Unlisted 31 December 2009 £'000 £'000 £'000 Analysis of investment portfolio movements: Opening book cost 66,103 514 66,617 Opening Investment holding (34,904) 517 (34,387) (losses)/gains Opening valuation 31,199 1,031 32,230 Movements in the year: Purchase at cost 9,868 5,119 14,987 Sales - proceeds (10,003) (1,155) (11,158) - realised (losses)/gains on sales (8,605) 13 (8,592) Increase in unrealised appreciation 17,133 3,870 21,003 Closing valuation 39,592 8,878 48,470 Closing book cost 57,363 4,491 61,854 Closing unrealised depreciation (17,771) 4,387 (13,384) 39,592 8,878 48,470 A list of the top ten portfolio holdings by their aggregate market values is given in the Investment management report. 31 December 2009 £'000 Analysis of capital gains: Realised losses on sales (8,592) Foreign exchange losses - Movement in unrealised appreciation 21,003 12,411 The Company adopted the amendment to IFRS 7, effective 1 January 2009, which requires the Company to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels: - Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1). - Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2). - Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3). The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety. For this purpose, the significance of an input is assessed against the fair value measurement in its entirety. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a level 3 measurement. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgement, considering factors specific to the asset or liability. The determination of what constitutes `observable' requires significant judgement by the Company. The Company considers observable data to investments actively traded in organised financial markets, fair value is generally determined by reference to Stock Exchange quoted market bid prices at the close of business on the Balance sheet date, without adjustment for transaction costs necessary to realise the asset. The following table analyses within the fair value hierarchy the Fund's financial assets and liabilities (by class) measured at fair value at 31 December 2009. Financial instruments at fair value through profit and loss Level 1 Level 2 Level 3 Level 4 £'000 £'000 £'000 £'000 Equity investments 39,592 7,845 1,033 48,470 39,592 7,845 1,033 48,470 Investments whose values are based on quoted market prices in active markets, and therefore classified within level 1, include active listed equities. The Company does not adjust the quoted price for these instruments. Financial instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within level 2. As level 2 investments include positions that are not traded in active markets and/or are subject to transfer restrictions, valuations may be adjusted to reflect illiquidity and/or non-transferability, which are generally based on available market information. Investments classified within level 3 have significant unobservable inputs. Level 3 instruments include private equity as observable prices are not available for these securities, the Fund has used valuation techniques to derive the fair value. In respect of unquoted instruments, or where the market for a financial instrument is not active, fair value is established by using recognised valuation methodologies, in accordance with International Private Equity and Venture Capital ("IPEVC") Valuation Guidelines. New investments are initially carried at cost, for a limited period, being the price of the most recent investment in the investee. This is in accordance with IPEVC Guidelines as the cost of recent investments will generally provide a good indication of fair value. Fair value is the amount for which an asset could be exchanged between knowledgeable, willing parties in an arm's length transaction. There were no transfers between levels for the period ended 31 December 2009. The following table presents the movement in level 3 instruments for the period ended 31 December 2009 by class of financial instrument. Equity Total investments £'000 £'000 Opening balance 1,031 1,031 Purchases - - Sales - - Total gains for the year included in the Statement of comprehensive income 2 2 Closing balance 1,033 1,033 7. Share capital 31 December 2009 £'000 Authorised: 120,000,000 Ordinary shares at 10p each 12,000 Number £'000 Allotted, called up and fully paid: At 1 July 2009 72,626,000 7,262 New shares issued 7,189,974 719 At 31 December 2009 79,815,974 7,981 8. Own shares held in treasury During the period ended 31 December 2009 no shares were repurchased by the Company. At 31 December 2009 the Company held 3,045,500 shares in treasury for a consideration of £1,884,000. 9. Investment Manager's fee A basic management fee is payable to the Investment Manager at the annual rate of 1% of the adjusted Net Asset Value (`NAV') of the Company. Following the acquisition of SRF2 calculation of the basic management fee was adjusted as the Investment Manager is appointed to act as investment manager to both the Company and SRF2. In order to avoid double charging of basic management fees payable to the Investment Manager, by the company, the NAV of the Company is reduced by the aggregate of the value of the Company's Limited Partnership Interest in SRF2 and the amount of the Company's undrawn loan commitment to SRF2. The basic management fee accrues daily and is payable quarterly in arrears. 10. Investment Manager's performance fee The Investment Manager will be entitled to a performance fee in certain circumstances. This fee is payable by reference to the increase in adjusted NAV per share over the course of a `performance period'. The first performance period ended on 30 June 2007; each subsequent performance period is a period of six months. The Investment Manager will become entitled to a performance fee is respect of a performance period only if two criteria are met. First, a performance hurdle test must be met. The performance hurdle is the amount by which the adjusted NAV per share at the end of the relevant performance period exceeds a target adjusted NAV per share for that performance period of an amount equal to the NAV per share on the date of admission, increased at a rate of 7% per annum on a compounding basis. The second test to be met (a `high watermark' test) is that the adjusted NAV per share at the end of the relevant performance period is higher than the highest previously recorded adjusted NAV per share at the end of a performance period in relation to which a performance fee was earned (or if no performance fee has been earned since admission, is higher than the NAV per share on the date of admission). If the performance hurdle is met, and the high watermark exceeded, the performance fee will be an amount equal to 15% of the increase in the adjusted NAV per share of the time weighted average of the total number of shares in issue since the performance period in respect of which a performance fee was last earned (or since admission, if no performance fee has yet been earned). Payment of a performance fee that has been earned will be deferred to the extent that making payment would cause the performance hurdle or high watermark not to be met - amounts deferred will be payable when, and to the extent that, following any later performance period(s) with respect to which a performance fee is payable, it is possible to pay the deferred amounts without causing the performance hurdle or high watermark not to be met. During the period ended 31 December 2009 no performance was payable. 11. Taxation The tax charge for the half year is £nil (30 June 2009 £nil; 31 December 2008: £nil) based on an estimated effective tax rate of 0% for the year ending 30 June 2010. The estimated effective tax rate is 0% as investment gains are exempt from tax owing to the Company's status as an Investment Company and there is expected to be an excess of management expenses over taxable income. 12. Capital commitments and contingent liabilities The Company has a commitment to invest €2,160,000 in Vintage I and £4,060,000 in SRF2. Since the period end SRF2 made a call of £994,000, which was funded via a retained distribution, resulting in a reduction of the Company's outstanding commitment to £3,066,000. 13. Related party transactions The Investment Manager: SVG Investment Managers Limited ("SVGIM") is regarded as a related party of the Company. The Investment Manager may draw upon advice from the Industry Advisory Panel ("IAP") of which Sir Clive Thompson, a Director of the Company, is a member. The IAP was established to provide advice to SVGIM in relation to the strategy, operations and management of potential investee companies. The amounts paid to SVGIM, in respect of management fees, during the period to 31 December 2009 was £184,000 (30 June 2009: £359,000 and 31 December 2008: £208,000), of which £96,000 (30 June 2009: £83,000 and 31 December 2008: £81,000) was outstanding at 31 December 2009. In June 2009 SVGIM entered into a Commission Sharing Arrangement with four executing brokers. Under this arrangement the amount of commission received by SVGIM in relation to trading activities carried out on behalf of the Company for the period to 31 December 2009 was £5,000 (30 June 2009 and 31 December 2008: £nil). Directors & advisers Directors Registrar and transfer Auditors office J Hodson* Computershare Investor Ernst & Young LLP Services plc Sir Clive M Thompson The Pavilions 1 More London Place J E Cornish* Bridgwater Road London M C Phillips* Bristol BS13 8AE SE1 2AF I Dighé* (appointed on 13 Shareholder enquiries: 0870 November 2009) 707 1285 * Independent of the Investment Manager Investment Manager Broker Solicitors SVG Investment Managers Canaccord Adams Limited Slaughter and May Limited 61 Aldwych Cardinal Place, 7th Floor One Bunhill Row London WC2B 4AE 80 Victoria Street London London SW1E 5JL EC1Y 8YY Secretary and registered office Capita Sinclair Henderson Stephenson Harwood Limited - trading as Capita Financial One, St Paul's Group - Specialist Fund Services Custodian Churchyard Beaufort House HSBC Global Services London EC4M 8SH 51 New North Road Level 27 Exeter EX4 4EP 8 Canada Square Enquiries: 01392 477 513 London E14 5HQ An investment company as defined under Section 833 of the Companies Act 2006. REGISTERED IN ENGLAND No. 5448627 A member of the Association of Investment Companies.
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