Final Results

Dunedin Enterprise Inv Trust PLC 13 June 2002 13 June 2002 DUNEDIN ENTERPRISE INVESTMENT TRUST PLC PRELIMINARY RESULTS FOR YEAR ENDED 30 APRIL 2002 STRONG REALISATIONS IN DIFFICULT MARKET Dunedin Enterprise Investment Trust PLC ('Dunedin Enterprise') specialises in the provision of equity finance for management buyouts, management buyins and growing businesses. The Trust is managed by Dunedin Capital Partners Limited, the independent UK private equity house which operates out of offices in Edinburgh and London. • Net asset value per share fell over the year by 9.9% (362.2p to 326.5p), however it was marginally higher than the 2001 interim figure of 325.3p. This compares to a fall in the FTSE Small Cap Index (excluding investment companies) of 15.2% over the same period • Profit after tax increased by 25.9% to £4.1 million (2001: £3.3 million) • Dividend maintained at 12.85 pence • Yield of 5.0% to shareholders based on opening share price at 12 June 2002 • Unquoted equity realisations in cash or marketable securities since 30 April 2001 total £31.2million *1 • Flotation of John Wood Group results in 75.4% increase in value of Dunedin Enterprise's shareholding (between April 2001 and June 2002) • Sales for cash and listed paper of unquoted equity investments since 30 April 2002 *1 achieved a 40.1% uplift against prior year valuation • Focus on building value in existing, enlarged, portfolio *1 to 12 June 2002, including John Wood Group Edward Dawnay, Chairman of Dunedin Enterprise, commented on the results: 'Dunedin Enterprise has taken a robust approach to difficult market conditions, remaining true to its investment criteria. It has concentrated on building portfolio value and on driving through exits at a time when well-priced new investment opportunities are relatively scarce. The record on achieving realisations in a tough market has been excellent. The company remains fully invested and has repaid all the net indebtedness associated with the merger with Group Trust. With a diverse portfolio of maturing assets, it is well positioned to benefit from an economic upturn leading to further profitable exits and recovery of value in underperforming assets' For further information please contact: Peter Smaill Dunedin Capital Partners Limited 0131 225 6699 Claire McCorquodale Dunedin Capital Partners Limited 0131 718 2313 / 07740 912043 Lesley Allan Hudson Sandler 020 7796 4133 Wendy Baker Hudson Sandler 020 7796 4133 CHAIRMAN'S STATEMENT The year ended 30 April 2002 saw your Company's investment assets weather the storms of sharply falling markets. The supply of good quality new opportunities fell, especially since 11 September 2001, when buyers and sellers have increasingly been unable to agree valuations for private equity transactions. However, the depth and maturity of the portfolio, which now includes the £38 million of net assets acquired when Group Trust plc became part of Dunedin Enterprise on 8 June 2001, has allowed progress in two significant respects on which I now comment. Investment activity First, we were able to build value by adding to stakes in existing portfolio companies. As reported in our interim results, we have built up the Letts company by adding Filofax to its product stable; the AIM software company has similarly been backed to facilitate further growth plans. We have also raised additional finance to aid the growth of the specialised finance business, Davenham. As referred to above, at a time when entirely new investment was hard to achieve within our criteria for risk and reward, we acquired an established portfolio, Group Trust. In this way we broadened the portfolio base and expect the enhanced scale and diversity achieved will bring future benefits. Realisations The second way in which portfolio strength has been an advantage is the demonstrable ability of Dunedin Enterprise to achieve exits at a time when most private equity houses have struggled to find the normal level of profitable realisations. Including the post April 2002 London Stock Exchange listing of the international oil services business John Wood Group, unquoted equity realisations totalling cash or marketable securities of £31.2 million have been recorded since 30 April 2001. These unquoted equity investments have achieved an uplift of 40.1% over their valuation at April 2001. When account is taken for the impact of realised failures and quoted share disposals, the uplift on total equity realisations was 20.4%. The £31.2 million of unquoted equity realisations compares to the £101.8 million net assets of Dunedin Enterprise at 30 April 2002. This high level of realisations is evidence of the ability of your Manager over several years to identify well-priced opportunities which can be sold on, even in difficult times. Since May 1997, Dunedin Enterprise's aggregate equity realisations have been at an average premium of 22.5% to the prior year end valuation, confirming the conservative valuation policies of the Manager. Results and Dividend The net assets at 30 April 2002 are £101.8 million (326.5p per share) and the dividend has been maintained at 12.85p per share. Net assets at 30 April 2001 of £86.5 million (362.2p per share) were increased by the £38.0 million net assets of Group Trust. The transaction was financed by Dunedin Enterprise through the issue of new ordinary shares and cash of £7.5 million paid to Group Trust shareholders. The impact of adverse trading across all the components of the enlarged portfolio had caused a reduction of £10.1 million recognised at 31 October 2001. This resulted in a net asset value per share of 325.3p. By the year end, however, the decline in values had broadly stabilised such that the net asset value per share at 30 April 2002 is 326.5p. Full details of the movement in net assets for the year are shown in the Managers Review. Net assets per share have thus fallen 9.9% over the year. The FTSE Small Cap Index (excluding investment companies) fell by 15.2% in the year and the FTSE All Share Index (excluding investment companies) has fallen by 12.2%. The Board and Manager will continue to focus on achieving a return to growth in net asset values and share price. I am pleased to say that John Wood Group successfully listed on the London Stock Exchange on 5 June 2002, resulting on the day of flotation in a total return of £1.0 million in excess of the figure struck in these financial statements as at 30 April 2002. This means that Dunedin Enterprise's net asset value per share rose due to the impact of the listing by 3.1p on the day. Shareholders will be interested to know the recent growth in value of Dunedin Enterprise's investment in this company: End of 1st April 2001 October 2001 April 2002 day of listing £'m £'m £'m £'m Valuation 6.6 7.6 10.6 11.6 At listing we achieved realisation of a portion of the John Wood Group investment for cash totalling £5.4 million. Dunedin Enterprise's remaining shares are to be traded out consistent with maintaining an orderly market. On the debit side, several investments have demonstrated poor trading, often accompanied by control problems which were vigorously tackled when identified. Recovery of value from these situations is a key aim of the Manager and further information in this area is given in their report. Profit after taxation increased from £3.3 million in 2001 to £4.1 million, an increase of 25.9%, largely due to the expansion represented by the Group Trust transaction. The Group Trust portfolio of investments contributed 27.7% to the total income of the Company for the year. Your Board declared an interim dividend of 2.85p per ordinary share in December 2001 and a final payment of 10.0p per ordinary share is proposed, giving a total of 12.85p for the year (2001 : 12.85p). This represents a yield of 5.0% to shareholders based on the opening share price at 12 June 2002. We indicated that the dividend could be at least maintained in last year's Report and, notwithstanding the current economic climate in which yields in investee companies tend to fall on a portfolio basis, this hoped for outcome has been achieved. The expectation remains that our reserves built up over the years will permit a maintained dividend to shareholders going forward in year 2002/03. The volatility of trading conditions for our investee companies, however, means that such a view cannot necessarily be relied upon as a guide for the future. Outlook The prospects for private equity remain affected by the current climate and, while the Manager is currently working on several promising potential investments, completions in the immediate future look set to be at a lower level than in the past. The overall number of potential transactions for Dunedin Enterprise did in fact increase markedly in 2001/02 and this deal flow remains strong. Dunedin Enterprise's selection criteria, however, did not and will not alter to capture transactions simply to expand the investment book by accepting higher risk or unacceptably low potential return. It is expected that new investment activity should become more evident later in the current year. It is worth reflecting that, in the early 1990's, Dunedin Enterprise secured some outstandingly successful stakes in companies which grew out of that recession. The current downturn may yet give us the potential to obtain good value in fresh transactions, while at the same time, we will be seeking opportunities to develop the existing portfolio. The Manager has now successfully raised £54.0 million from institutions under a limited partnership fund, the Dunedin Buyout Fund L.P.. Together with this fund, it is now possible for Dunedin Enterprise to participate in larger transactions, in which appropriately closer control can be exercised by your Manager. Our recent success in exits still leaves your Company well invested and with only £0.2m of net debt at the balance sheet date. With a diverse portfolio of maturing assets, we are well positioned to benefit from an economic upturn leading to further profitable exits and recovery of value in under-performing assets. Your Board considers that Dunedin Enterprise's potential as an investment vehicle is based on the ability of the Company to enable investors to participate in one of the most consistent strategies for achieving superior long-term returns in private equity. By empowering management teams with investment capital, we aim to deliver shareholder value at a rate of growth above that achieved by other financial assets. Shareholders There are now over 5,000 shareholders in Dunedin Enterprise. We were able to welcome Group Trust's shareholders to the enlarged Dunedin Enterprise in 2001. Although it is too early to predict the ultimate returns from the portfolio acquired, especially as the 11 September downturn impacted shortly after acquisition, it is pleasing to note that exits in Young's Bluecrest Seafood (where Dunedin Enterprise was already invested) and Viborg have already occurred from within the Group Trust portfolio. Despite the excellent prospects for realisations within Dunedin Enterprise during the year under review, share price performance during the period was disappointing, a phenomenon affecting nearly all investment trusts related to venture capital. Your Board has examined the fluctuating, but generally increased, level of discount implied by the relationship of share value to underlying assets. It is worth reflecting that this discount was as high as 45% in the early 1990's at a time when underlying assets with high potential were already secured for the portfolio. Over the long term, private equity investment continues to offer good prospects such that discounts at any point in time may only reflect short term views held by small numbers of shareholders. The Myners Review of Institutional Investment, announced in the last financial year, has further endorsed the logic for holding private equity or venture capital as a portion of a balanced portfolio. Our loyal base of shareholders in long-established Dunedin Enterprise have thus in many cases anticipated the emergence of private equity as an asset class by several years. Board and Manager In reflecting on the decade of investment success at Dunedin Enterprise I would like to record with the full support and agreement of the Board, a note of warm appreciation for the service of Brian Finlayson, the Deputy Chairman of your Manager until his retirement in March 2002. His career in finance included the establishment and public listing of Dunedin Enterprise, followed in the mid 1990's by rapid growth in shareholder value. Brian Finlayson's contribution was central to the story of Dunedin Enterprise and we wish him an active and prosperous retirement. The Manager has appointed Peter Smaill as Principal Fund Director. He is a private equity specialist with over 20 years experience in the industry. He was a frequent syndicate partner with Dunedin Enterprise in the last decade, through his role in successfully establishing the Scottish operations of NatWest Ventures (now Bridgepoint Capital). He comes with an established track record in private equity. Annual General Meeting The Annual General Meeting will take place at 12.30 pm on 21 August 2002 at the offices of Dunedin Capital Partners at 10 George Street, Edinburgh, EH2 2DW. The Directors of Dunedin Enterprise and of the Manager look forward to meeting you then. Edward Dawnay, Chairman 12 June 2002 Manager's Review The year ended 30 April 2002 consisted of two contrasting halves. The first six months, as described in the interim results at 31 October 2001, reflected the impact of depressed values for all types of equity assets and the effect of adverse trading conditions across a significant number of portfolio investments. Since the half year, three significant exits have occurred: DeMure (Carlton Clubs) a bingo club operator, Youngs Bluecrest Seafood, a processor of frozen fish; and our oil services investment, John Wood Group, which listed on the London Stock Exchange on 5 June 2002. The net asset total return to shareholders for the year to 30 April 2002 was -6.6% and over five years 29.4% compared with equivalent movements of -13.0% and 28.1% in the FTSE Small Cap Index (excluding investment companies). The most significant investment during the year was the acquisition of Group Trust plc in June 2001. The total movements in net assets, including the Group Trust transaction, were as follows: £'m Net Assets as at 30 April 2001 86.5 Unrealised value decreases (30.7) Unrealised value increases 21.1 Realised profit over opening valuation 1.2 Issue of ordinary shares on acquisition of Group Trust 28.0 Share repurchases (1.3) Profit attributable to shareholders less management fees and loan interest charged to capital plus foreign 1.0 currency movements Dividends paid to shareholders (4.0) _____ Net Assets as at 30 April 2002 101.8 Realisations Realisations and redemptions created the following value movements during the year to 30 April 2002: Company Cost Valuation at Proceeds Uplift over value Profit/(loss) £'m 30 April 2001 Received £'m Over cost £'m £'m £'m Youngs Bluecrest Seafood Limited 4.9 5.9 10.5 4.6 5.6 Blacks Leisure plc 0.1 2.3 2.7 0.4 2.6 HMG Holdings Limited 0.6 0.6 1.0 0.4 0.4 Miscellaneous 2.4 1.6 2.1 0.5 (0.3) 8.0 10.4 16.3 5.9 8.3 Loan stock redemptions 9.4 9.4 9.4 0.0 0.0 17.4 19.8 25.7 5.9 8.3 Documedia Limited 5.2 3.0 - (3.0) (5.2) DeMure Limited 3.0 6.4 5.6 (0.8) 2.6 Miscellaneous 1.2 3.8 2.9 (0.9) 1.7 26.8 33.0 34.2 1.2 7.4 Documedia, which specialised in developing new solutions for remote printing of digital documents, failed to grow at the rate anticipated and the investment was fully provided for at the interim stage. The company was put into receivership in October 2001 when additional bank support could not be obtained and the Manager judged that further investment could not be justified, despite management changes having been implemented. Unrealised Value Increases Not all companies suffered, despite the well publicised recessionary pressures. The overall positive variance on prior year was constituted as follows: Valuation at Valuation at Increase in 30 April 2001 30 April 2002 Value £'m £'m £'m Davenham Group Holdings PLC 5.0 9.6 4.6 Letts Filofax Group Limited 4.0 8.1 4.1 John Wood Group PLC 6.6 10.6 4.0 Portman Holdings Limited 3.6 6.8 3.2 OSS Environmental Holdings Limited 5.2 6.2 1.0 C.G.I. International Limited 6.0 6.7 0.7 Group Trust investments 12.6 14.4 1.8 Miscellaneous others 5.9 7.6 1.7 ____ ____ ____ 48.9 70.0 21.1 Specialist asset financier Davenham encountered strong demand for its niche short-term lending products to growing businesses throughout the UK and profitability rose strongly during the year. The Letts acquisition of Filofax has gone well and an uplift results from applying discounted market price earnings ratios to its profit stream. No account has been taken of the brand value of these highly recognisable trading names. John Wood Group was revalued in light of the impending flotation but, as the Chairman's statement indicates, at a conservative and discounted value to the levels achieved at listing for this excellent long held investment of Dunedin Enterprise. Portman bucked the downward profit trend evident in many air travel related business, focusing on efficiency and margin improvements and adapting to new income structures within the business travel agency market. Unrealised Value Decreases The principal movements within this category are as follows: Valuation at Valuation at Reduction in Cost 30 April 2001 30 April 2002 Value £'m £'m £'m £'m Ehrmanns Holdings Limited 4.9 4.9 - 4.9 CRT Displays Group Limited 3.8 3.8 - 3.8 Blaze Signs International Limited 3.8 3.8 - 3.8 Motherwell Bridge Holdings Limited 1.8 3.6 1.3 2.3 Clee Hill Plant Holdings Limited 1.5 3.2 2.4 0.8 Group Trust Portfolio 17.4 17.4 6.8 10.6 Listed investments 1.0 8.6 6.1 2.5 Other investments 9.3 12.7 10.7 2.0 ____ ____ ____ ____ 43.5 58.0 27.3 30.7 Ehrmanns's management proved unable to retain some of its customer base and encountered a period of intense margin pressure as supermarkets sought to reduce the number of suppliers. The Board of the company has been strengthened with the appointment of a new sales director with many years industry experience. CRT Displays specialised in the supply and distribution of advanced audio-visual equipment, and was affected by the slow down in corporate client demand for digital projection equipment. Despite intensive efforts to develop a survival plan an administrative receiver was appointed on 10 June 2002. Blaze Signs has suffered from deferral of corporate rebranding projects which has slowed order intake for its signage and fitting out activity. The company acted swiftly to reduce its cost base to a level commensurate with lower activity levels and remains well placed to benefit from a recovery in the market. During the year in question, Motherwell Bridge, which had been expected to recover from a series of trading setbacks, encountered a significant unforeseen loss in one of its subsidiaries. This subsidiary has now been sold and the company's Board has developed a plan to restore shareholder value. The decline in listed stocks is principally represented by Latchways, which fell over the year by £2.0 million, a reaction to a slowdown in the USA. However, the company's results announced on 11 June 2002 revealed that, although only two months into the current year, orders are comfortably ahead of the same period in 2001. Within the whole portfolio at the year end there were a number of investments where no value is attributed at 30 April 2002, although they were all trading, albeit below plan. Several of these investments are in highly geared leveraged buyouts where the underlying business has a positive enterprise value, but one which is not at present sufficiently high to exceed the level of debt. Your Manager believes recovery of value in such situations will, in some but not all cases, result in write-back of a proportion of these provisions. New Investment As previously mentioned the principal feature of the year's investment activity was the merger of Group Trust interests into Dunedin Enterprise. The transaction added £39.5 million of investments to the portfolio. The aggregate effect of these investments in the period to 30 April 2002 can be summarised as follows: £'m £'m Realised gains: Youngs Bluecrest Seafood Limited 2.6 HMG Holdings Limited 0.4 3.0 Unrealised increased: Various 1.8 Unrealised decreases: Interdean Group Limited (1.3) Trident Components Group Limited (1.9) Cheynet Industries S.A. (1.3) EMTEC GmbH (1.2) Various others (4.9) (10.6) ____ Impact on net assets (5.8) Due to difficult trading conditions experienced following their acquisition, we reduced the valuation of a number of Group Trust investments by a net £5.8 million. However, a profit of £2.6 million was recorded on the portion of the Youngs Bluecrest Seafood stake included within the Group Trust investment assets acquired. Certain companies were badly hit following the events of September 11. Interdean, the largest investment, was particularly affected by reduced corporate spend on global staff movements. Trident, the light metal components manufacturer, suffered from relocation disruption. Cheynet, the narrow elastic fabric manufacturer, experienced a slowdown in demand from the USA and incurred restructuring costs. EMTEC incurred losses as demand for its magnetic and digital tape storage products fell due to the global slowdown in economic activity. In addition, further investments were made into existing portfolio companies : £'m Purpose Letts Filofax Group Limited 2.1 Acquisition of Filofax Goals Soccer Centres Limited 1.0 Addition of new sites AIM Group Holdings Limited 1.6 Secondary buy-out 4.7 These additional stakes were made in line with our policy of, wherever possible, accelerating the value of existing portfolio companies with established management teams. In each case satisfactory progress has been made since the additional funds were subscribed. Other follow-on investments totalled £1.7 million. Fund Investments Dunedin Enterprise also supported Funds where we perceive an opportunity to broaden the scope of investment returns and/or pursue strategic goals of the Company; Fund Fund Type Drawdown Further Comment In Year Commitment £'m £'m Dunedin Buyout Fund L.P. MBO 1.0 6.0 ADD One L.P. Technology 0.5 2.3 LGV 2001 Private Equity L.P. MBO/Private Equity 1.5 1.4 First Cambridge Gateway Technology 0.2 1.4 Advent Private Equity Fund III Technology 0.4 1.3 Alta Berkeley VI C.V. Technology 0.2 0.9 LGV 2000 Private Equity L.P. MBO/Private Equity 0.8 0.4 Miscellaneous others 0.1 0.5 ___ ____ 4.7 14.2 By supporting the Dunedin Buyout Fund, Dunedin Enterprise achieves the benefits of easier access to larger deals. A greater range of investment opportunities can be tackled without the need to syndicate widely. The effect of this is to give the Manager greater influence over the underlying investments and improve the returns for Dunedin Enterprise. The Legal & General ('LGV') Funds have given rise to co-investment opportunities; the technology Funds, investing in the aftermath of the shake-out of the technology bubble, give Dunedin Enterprise investors exposure to high-growth potential companies via proven specialist investment management teams selected by the Manager. Share Buy-backs As a result of a widening discount experienced along with many comparable investment businesses, the Board sanctioned a limited level of share buy-back activity. During the year £1.3 million was utilised to buy-back shares at an average price of £2.65, and at a significant discount to net asset value, resulting in an enhancement of net asset per share. The Manager will be able to implement, as and when directed by the Board of Dunedin Enterprise, further purchases of shares in the market, especially given the additional liquidity created by the strong rate of recent realisations. However, the ability to buy-back shares needs to be balanced with the desirability of preserving investment firepower for new and incremental stakes where an attractive balance of risk to reward is identified. Borrowing Facilities As set out in the Chairman's statement, the company had net borrowings of £0.2 million at 30 April 2002 (2001 : £8.5 million). Following the Group Trust transaction, bank facilities available amounted to £39.0 million. The Manager considers that this level of bank facilities will give adequate scope for potential investment activity, especially in view of the opportunity to deploy resources of Dunedin Enterprise alongside the £54 million raised for the Dunedin Buy-Out Fund. Dunedin Capital Partners Limited 12 June 2002 DUNEDIN ENTERPRISE INVESTMENT TRUST PLC PRELIMINARY RESULTS FOR YEAR ENDED 30 APRIL 2002 GROUP BALANCE SHEET 30 APRIL 30 APRIL 2002 2001 £ £ £ £ Fixed Assets Listed Investments 7,056,693 11,265,342 Unlisted Investments 96,694,836 85,324,145 103,751,529 96,589,487 Current Assets Debtors 1,861,443 826,679 Cash at bank 22,903,962 6,546,619 24,765,405 7,373,298 Creditors: amounts falling due within one year Multi currency loans facility (8,102,130) - Other creditors (3,575,001) (2,488,393) (11,677,131) (2,488,393) Net current assets 13,088,274 4,884,905 Creditors: amounts falling due after more than one (15,000,000) (15,000,000) year ___________ __________ Total equity shareholders' funds 101,839,803 86,474,392 Net asset value per share 326.5p 362.2p DUNEDIN ENTERPRISE INVESTMENT TRUST PLC PRELIMINARY RESULTS FOR THE YEAR ENDED 30 APRIL 2002 CONSOLIDATED STATEMENT OF TOTAL RETURN 2002 2001 £ £ £ £ £ £ Revenue Capital Total Revenue Capital Total Gains on investments - (8,267,151) (8,267,151) - (10,440,617) (10,440,617) Income *1 5,544,000 - 5,544,000 5,128,260 - 5,128,260 Investment Management Fee (733,366) (2,200,100) (2,933,466) (1,030,887) (1,546,330) (2,577,217) Other expenses (361,067) - (361,067) (366,442) - (366,442) Net return before finance 4,449,567 (10,467,251) (6,017,684) 3,730,931 (11,986,947) (8,256,016) costs and tax *2 Interest payable and similar (334,813) (1,004,439) (1,339,252) (452,801) (679,202) (1,132,003) charges Return on ordinary activities 4,114,754 (11,471,690) (7,356,936) 3,278,130 (12,666,149) (9,388,019) before tax Taxation - - - (9,437) 9,437 - Return attributable to equity 4,114,754 (11,471,690) (7,356,936) 3,268,693 (12,656,712) (9,388,019) shareholders Dividends (4,005,299) - (4,005,299) (3,068,257) - (3,068,257) Transfer to reserves 109,455 (11,471,690) (11,362,235) 200,436 (12,656,712) (12,456,276) Basic Return per ordinary 13.5p (37.6p) (24.1p) 13.7p (53.0p) (39.3p) share Actual Return per ordinary 13.2p (36.8p) (23.6p) 13.7p (53.0p) (39.3p) share Note 1 Income Continuing operations 4,009,208 - 4,009,208 Acquisitions 1,534,792 1,534,792 - 5,544,000 - 5,544,000 Note 2 Net return before finance costs and tax Continuing operations 3,161,493 (4,650,573) (1,489,080) Acquisitions 1,288,074 (5,816,678) (4,528,604) 4,449,567 (10,467,251) (6,017,684) Basic return per share is based upon 30,581,590 ordinary shares, being the weighted average number of shares in issue during the year. Actual return per share is based upon 31,191,941 ordinary shares, being the number of ordinary shares in issue at the year end. DUNEDIN ENTERPRISE INVESTMENT TRUST PLC PRELIMINARY RESULTS FOR THE YEAR ENDED 30 APRIL 2002 GROUP CASH FLOW STATEMENT 2002 2001 £ £ Net revenue before finance costs and taxation 4,449,567 3,730,931 (Increase)/decrease in accrued income (671,856) 154,609 (Increase)/decrease in other debtors (12,172) 25,445 Increase in creditors 110,804 32,760 Tax on investment income included within income from UK companies - (283,000) Management fees charged to capital (2,200,100) (1,546,330) Net cash inflow from operating activities 1,676,243 2,114,415 Servicing of finance (1,619,271) (1,132,003) Taxation recovered 452,511 197,274 Financial Investment Purchase of investments (11,083,410) (38,058,446) Sale of investments 34,183,537 11,545,338 Acquisitions Cash consideration on purchase of Group Trust (7,500,000) - Deal costs incurred on purchase of Group Trust (995,041) Equity dividends paid (3,772,116) (2,831,559) Financing Purchase of ordinary shares (1,302,329) (71,306) Cash and short term deposits assumed on purchase of Group Trust 6,317,219 - Increase/(decrease) in cash 16,357,343 (28,236,287) On 8 June 2001 the acquisition of the entire share capital of Group Trust plc was completed for a mix of ordinary shares and cash. The Group Trust plc assets and liabilities acquired and the funding of the transaction is noted below: £ Investments 39,542,219 Cash at bank and in hand 6,317,226 Other net liabilities (7,844,995) Net assets acquired 38,014,450 Fair value adjustments (659,248) 37,355,202 Discount arising on net assets (830,185) 36,525,017 Purchase financed by: Ordinary shares issued 28,290,453 Cash consideration paid to Group Trust shareholders 7,500,000 Deal costs 995,041 Less: deal costs transferred to share premium (260,477) 36,525,017 Notes 1. The directors recommend a final dividend of 10.0p per share for the year to 30 April 2002. If approved, the dividend will be paid on 23 August 2002 to shareholders on the register at close of business on 26 July 2002. The ex-dividend date is 24 July 2002. An interim dividend of 2.85p per share was paid on 25 January 2002. 2. The financial information for the year ended 30 April 2001 has been extracted from the annual report and accounts of the company which has been filed with the Registrar of Companies and on which the, auditors' report was unqualified. The accounts have been prepared under the same accounting policies used for the year to 30 April 2001, other than the adoption of FRS9 Deferred Tax during the year. 3. The statutory accounts for 2002 contain an unqualified audit report and will be delivered to the Registrar of Companies following the company's Annual General Meeting which will be held at 10 George Street, Edinburgh, EH2 2DW on Wednesday 21 August 2002 at 12.30 p.m. 4. The statement of total return (incorporating the revenue account) and balance sheet set out above do not represent full accounts in accordance with Section 240 of the Companies Act 1985. The accounts have been prepared in accordance with the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies'. 5. The annual report will be posted to shareholders in July 2002 and copies will be available to members of the public at the Company's Registered Office, 10 George Street, Edinburgh, EH2 2DW. TEN LARGEST INVESTMENTS The ten largest investments account for 64.5% of the total portfolio of Dunedin Enterprise as listed below: Approx Percentage of Percentage Cost of Directors' total portfolio Of equity Investment Valuation at valuation Company Name % £000 £000 % John Wood Group PLC 1.1 3,793 10,618 10.2 Davenham Group Holdings PLC 34.4 4,960 9,602 9.3 Letts Filofax Group Limited 41.1 3,961 8,089 7.8 Portman Holdings Limited 16.8 2,516 6,820 6.6 C.G.I. International Limited 46.5 2,092 6,690 6.4 OSS Environmental Holdings Limited 27.9 5,168 6,181 6.0 Latchways plc 19.1 180 5,565 5.4 Interdean Group Limited 4.0 6,247 4,876 4.7 Goals Soccer Centres Limited 39.7 4,491 4,491 4.3 Thomson Brothers Limited 44.6 3,535 3,972 3.8 36,943 66,904 64.5 'Approx. Percentage of equity' relates to the ordinary share capital of the relevant company and assumes full exercise of outstanding options, warrants and conversion rights. Notes to Editors 1. Dunedin Enterprise Investment Trust PLC floated in 1987 as Melville Street Investments. 2. Dunedin Enterprise Investment Trust PLC is managed by Dunedin Capital Partners Limited. Dunedin Capital Partners Limited is an independent private equity company owned by its directors. The company specialises in providing equity finance for management buy-outs, management buy-ins and growing businesses with a transaction size of £5 - 25 million. It operates throughout the United Kingdom from its headquarters in Edinburgh and offices in London. Dunedin Capital Partners is itself the result of a management buy-out which took place in 1996. The team has recently doubled in size after an active year in 2000. In addition to managing Dunedin Enterprise Investment Trust, Dunedin Capital Partners has raised £54 million for the Dunedin Buyout Fund LP in 2001/ 02. This information is provided by RNS The company news service from the London Stock Exchange
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