Half year report (F&C Private Equity Zeros PLC)

RNS Number : 4987K

F&C Private Equity Trust PLC

22 August 2012

 



To: Stock Exchange	For immediate release:
	22 August 2012

F&C Private Equity Zeros plc

Unaudited results for the half year to 30 June 2012

 

Chairman's Statement

I am pleased to present the Company's results for the six months ended 30 June 2012.

The Company is a wholly owned subsidiary of F&C Private Equity Trust plc ('F&C PET') and was established solely for the purpose of issuing and redeeming Zero Dividend Preference Shares ('ZDP Shares').  30,000,000 ZDP Shares were issued on 14 December 2009 at 100 pence per share and will redeem on 15 December 2014 at a price of 152.14 pence per ZDP Share, giving a redemption yield of 8.75 per cent per annum.  The proceeds of the ZDP Shares issue were lent to F&C PET for use in future investment opportunities.

As at 30 June 2012 the ZDP Share price was 133.75 pence, representing a premium of 10.1 per cent over the net asset value per ZDP Share of 121.50 pence.

Mark Tennant

Chairman

F&C Private Equity Zeros plc

Statement of Comprehensive Income

			Six months ended 30 June 2012	Six months ended 30 June 2011	Year ended 31 December 2011
			(unaudited)	(unaudited)	(audited)
				(restated)
			£'000	£'000	£'000
Revenue
Interest Income			283	276	561
Total income			283	276	561
Expenditure
Expenses			-	-	-
Total expenditure			-	-	-
Profit before finance costs and taxation			283	276	561
Finance costs			(1,628)	(1,477)	(3,048)
Loss before taxation			(1,345)	(1,201)	(2,487)
Taxation			-	-	-
Loss for the year			(1,345)	(1,201)	(2,487)
Loss per Ordinary Share			(2,690.0)p	(2,402.0)p	(4,974.0)p

F&C Private Equity Zeros plc

Balance Sheet

		As at 30 June 2012		As at 30 June 2011		As at 31 December 2011
		(unaudited)		(unaudited)		(audited)
				(restated)
	£'000	£'000	£'000	£'000	£'000	£'000
Non current assets
Investments	50		50		50
Inter-company receivable	7,582		4,383		5,954
Subordinated unsecured loan note	27,431		26,866		27,149
		35,063		31,299		33,153
Current assets
Loans and other receivables	2		1		1
Cash at bank	5		3		5
Net current assets		7		4		6
Total assets less current liabilities		35,070		31,303		33,159
Creditors: amounts falling due after one year
Zero dividend preference shares		(36,450)		(33,251)		(34,822)
Net liabilities		(1,380)		(1,948)		(1,663)
Equity
Ordinary share capital		50		50		50
Capital contribution reserve		7,582		4,383		5,954
Other reserve		(1,437)		(2,002)		(1,719)
Revenue reserve		(7,575)		(4,379)		(5,948)
Shareholders' funds		(1,380)		(1,948)		(1,663)
Net liabilities per Ordinary Share		(2,760.0)p		(3,896.0)p		(3,326.0)p
Net asset value per ZDP Share		121.5p		110.8p		116.1p

F&C Private Equity Zeros plc

Statement of Changes in Equity

For the period ended 30 June 2012 (unaudited)
	Share Capital	Capital Contribution Reserve	Other Reserve	Revenue Reserve	Total
	£'000	£'000	£'000	£'000	£'000
Net liabilities at start of period	50	5,954	(1,719)	(5,948)	(1,663)
Loss for the year	-	-	-	(1,345)	(1,345)
Capital contribution during the period	-	1,628	-	-	1,628
Transfer to other reserve	-	-	282	(282)	-
Net liabilities at 30 June 2012	50	7,582	(1,437)	(7,575)	(1,380)

For the period ended 30 June 2011 (unaudited) (restated)
	Share Capital		Capital Contribution Reserve		Other Reserve		Revenue Reserve		Total
			(restated)		(restated)		(restated)		(restated)
	£'000		£'000		£'000		£'000		£'000
Net liabilities at start of period	50		2,906		(2,277)		(2,903)		(2,224)
Loss for the period	-		-		-		(1,201)		(1,201)
Capital contribution during the period	-		1,477		-		-		1,477
Transfer to other reserve	-		-		275		(275)		-
Net liabilities at 30 June 2011	50		4,383		(2,002)		(4,379)		(1,948)
For the year ended 31 December 2011 (audited)
		Share Capital		Capital Contribution Reserve		Other Reserve		Revenue Reserve		Total
		£'000		£'000		£'000		£'000		£'000
Net liabilities at start of year		50		2,906		(2,277)		(2,903)		(2,224)
Loss for the year		-		-		-		(2,487)		(2,487)
Capital contribution during the year		-		3,048		-		-		3,048
Transfer to other reserve		-		-		558		(558)		-
Net liabilities at 31 December 2011		50		5,954		(1,719)		(5,948)		(1,663)

F&C Private Equity Zeros plc

Cash Flow Statement

	Six months ended 30 June 2012	Six months  ended 30 June 2011	Year ended  31 December 2011
	(unaudited)	(unaudited)	(audited)
		(restated)
	£'000	£'000	£'000
Cash flows from operating activities
Loss before taxation	(1,345)	(1,201)	(2,487)
Non-cash adjustment to reconcile loss before
taxation to net cash flow:
Interest on subordinated unsecured loan note	(282)	(275)	(558)
Working capital adjustment:
Change in inter-company receivable	1,628	1,477	3,048
subordinated unsecured loan note
Increase in other receivables	(1)	-	-
Net cash inflow from operating activities/increase in cash and cash equivalents	-	1	3
Cash and cash equivalents at beginning of period	5	2	2
Cash and cash equivalents at end of period	5	3	5

Principal Risks and Uncertainties

The Directors believe that the principal risks and uncertainties faced by the Company include final capital entitlement; liquid market for ZDP shares; macroeconomic and investment risks; and government policy and regulation risk.  These risks and the way in which they are managed are described in more detail under the heading Principal Risks and Uncertainties and Risk Management within the Business Review in the Company's Annual Report for the year ended 31 December 2011.  The Company's principal risks and uncertainties have not changed materially since the date of that report and are not expected to change materially for the remaining six months of the Company's financial year.

Statement of Directors' Responsibilities in Respect of the Half Year Report

We confirm that to the best of our knowledge:

·      The condensed set of financial statements have been prepared in accordance with IAS 34 'Interim Financial Reporting' and give a true and fair view of the assets, liabilities, financial position and profit of the Company;

·      The Chairman's Statement (constituting the Interim Management Report) includes a fair review of the information required by the Disclosure and Transparency Rules ('DTR') 4.2.7R, being an indication of important events that have occurred during the first six months of the financial year and their impact on the financial statements;

·      The Statement of Principal Risks and Uncertainties shown above is a fair review of the information required by DTR 4.2.7R;and

·      The condensed set of financial statements includes a fair review of the information required by DTR 4.2.8R, being related party transactions that have taken place in the first six months of the financial year and that have materially affected the financial position or performance of the Company during the period, and any changes in the related party transactions described in the last Annual Report that could do so.

On behalf of the Board

Mark Tennant

Chairman

Notes (unaudited)

1.   The unaudited half-year results have been prepared on the basis of the accounting policies set out in the statutory accounts of the Company for the year ended 31 December 2011 and in accordance with International Accounting Standard ('IAS') 34.

2.   Earnings for the six months to 30 June 2012 should not be taken as a guide to the results for the year to 31 December 2012.

3.   Prior Year Restatement

The parent company issued to the Company a non interest bearing subordinated unsecured loan note 2014 equal to the net proceeds of the ZDP Shares issued which were lent by the Company to its parent company under an agreement dated 1 December 2009.  The loan is non interest bearing.  However, IAS 39 requires that the fair value of the loan be calculated and the difference to the amount received treated as interest over the life of loan. The figures for the six month period ended 30 June 2011 have been restated to reflect the deemed interest received on the loan to the parent of £275,000. An amount of £558,000 was recognised in respect of the deemed interest in the audited accounts for the year ended 31 December 2011 and an amount of £282,000 has been recognised for the period ended 30 June 2012.

In addition, the parent company also entered into a subsidiary capital contribution agreement whereby the parent company will undertake to contribute such funds to the Company as will ensure that the Company has, after repayment of the loan note by the parent company, sufficient assets to satisfy the final capital entitlement of the ZDP Shares. The contribution from the parent company of £1,477,000 for the six month period ended 30 June 2011 should have been recorded directly in equity and not as income in the statement of comprehensive income. The figures for that period have been restated to reflect this error.

The Company's audited accounts for the year ended 31 December 2011 include a prior year restatement note in respect of the period ended 31 December 2010.

The effect of the restatement is summarised below:

	Six months ended 30 June 2011	As at  30 June 2011
	£'000	£'000
Decrease in carrying value of Subordinated Unsecured Loan Note	-	(2,002)
Decrease in income	(1,202)	-
Increase in loss after taxation	(1,202)
Movement in reserves
Increase in retained losses	-	(4,383)
Increase in capital contribution reserve	-	4,383
Decrease in other reserve	-	(2,002)

4.   Finance costs

		Six months ended 30 June 2012	Six months ended 30 June 2011	Year ended  31 December 2011
		£'000	£'000	£'000
ZDP Share interest costs		1,522	1,392	2,867
Amortisation of issue expenses		106	85	181
		1,628	1,477	3,048

5.   Loss per Ordinary Share

The calculation of loss per Ordinary Share is based on a loss after tax for the period of £1,345,000 (period ended 30 June 2011: £1,201,000; year ended 31 December 2011: £2,487,000) and a weighted average number of 50,000 Ordinary Shares in issue during the period (period ended 30 June 2011: 50,000; year ended 31 December 2011: 50,000).  The basic and diluted earnings per Ordinary Share are the same.

6.   Zero Dividend Preference Shares

	Number of ZDP Shares	Amount due to ZDP shareholders
		£'000
As at 31 December 2011	30,000,000	34,822
ZDP Shares finance costs	-	1,628
As at 30 June 2012	30,000,000	36,450

On 14 December 2009 the Company issued 30,000,000 ZDP Shares at £1 each.  These shares redeem on 15 December 2014 at a price of 152.14 pence per share giving a redemption yield of 8.75 per cent per annum. 

7.   Net (liabilities)/asset value per Ordinary Share

The net liabilities per Ordinary Share are based on net liabilities of £1,380,000 (30 June 2011: £1,948,000; 31 December 2011: £1,663,000) and on 50,000 Ordinary Shares (30 June 2011: 50,000; 31 December 2011: 50,000), being the number of Ordinary Shares in issue at the period end.

The net asset value per ZDP Share is based on the entitlement due of £36,450,000 (30 June 2011: £33,251,000; 31 December 2011: £34,822,000) at the period end and on 30,000,000 (30 June 2011: 30,000,000; 31 December 2011: 30,000,000) ZDP Shares, being the number of ZDP Shares in issue at the period end.

8.   These are not statutory accounts in terms of Section 434 of the Companies Act 2006 and have not been audited or reviewed by the Company's auditors. The information for the year ended 31 December 2011 has been extracted from the latest published financial statements which received an unqualified audit report and have been filed with the Registrar of Companies. No statutory accounts in respect of any period after 31 December 2011 have been reported on by the Company's auditors or delivered to the Registrar of Companies. The Half-Year Report is available at the parent company's website address, www.fcpet.co.uk.

For more information, please contact:

Hamish Mair (Fund Manager)	0131 718 1184 [e-mail]
Gordon Hay Smith (Company Secretary)	0131 718 1018 [e-mail]

 

END

 

 

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