Interim Results

Bear Stearns Private Equity Limited 26 February 2008 Unaudited Interim Report for period ended 31 December 2007 Chairman's Statement I am pleased to announce that against a backdrop of economic uncertainty and market volatility over the past six months, Bear Stearns Private Equity Limited ('BSPEL' or the 'Company') has continued to produce positive results and increased shareholder value. For the six-months ended 31 December 2007, Equity Share net asset value ('NAV') rose 6.3% to $1.70 per share from $1.60 as at 30 June 2007. Since inception on 30 June 2005, BSPEL has grown its Equity Share NAV by 66.7% and has delivered 10 consecutive quarters of positive net asset value growth. Moreover, despite a difficult period in the equity markets, BSPEL's Equity Share price remained intact. Over the six-month period ending 31 December 2007, BSPEL's Equity Share price decreased 1.3% to close at $1.49 per share. This is in contrast to the performance of the LPX(R) Composite, a leading global listed private equity index, which declined by 15.3% over the same period. The NAV of the Zero Dividend Preference Shares ('ZDP Shares') increased 3.6% to 49.54p per share from 47.81p per share as at 30 June 2007, and has increased 19.4% since inception on 30 June 2005. The ZDP Share price increased 5.1% over the six month period, closing at 51.75p on 31 December 2007. BSPEL's high level of investment activity during the six months ended 31 December 2007 resulted in a higher level of capital calls than distributions. Capital calls for the private equity portfolio totalled approximately $47.8 million, versus $17.4 million for the six months ended 31 December 2006. The portfolio produced $28.9 million of distributions over the period versus $14.9 million produced during the six months ended 31 December 2006. Investment Activity BSPEL continued to invest at a brisk pace during the first half of the fiscal year. The Company committed $196.5 million into a variety of strategies that the Managers believe will better position the portfolio for the current difficult economic environment. The Company purchased interests in 22 private equity funds and made its largest co-investment to date. This investment activity, coupled with performance gains, increased BSPEL's private equity NAV from $260.0 million at 30 June 2007 to $388.8 million at the end of the period, while total assets increased from $521.2 million to $542.1 million. Cash decreased from $265.4 million as at 30 June 2007 to $153.4 million at the end of the period. As at 31 December 2007, private equity comprised approximately 72% of BSPEL's NAV. Secondary Commitments During the six months ended 31 December 2007, BSPEL committed $82.9 million to secondary interests in 16 private equity funds. These interests were well-funded at the time of purchase and are consistent with BSPEL's emphasis on the distressed, turnaround, and restructuring sectors. The majority of these investments were acquired through the purchase of a $63 million portfolio. Primary Commitments BSPEL committed $88.4 million to primary interests in six funds during the period. These funds represent a broad array of niche investment strategies, including a sector-specific fund focused on aviation opportunities, infrastructure funds, and additional lower middle market buyout funds. These primary investments also demonstrate a diverse geographical mix with strong weighting toward pan-European and Asian funds. Consistent with the Company's strategy of investing in seasoned assets, four of these primary fund commitments were 'funded primaries', and one was the result of a 'stapled transaction' in which a secondary asset was bundled with a primary commitment. Co-Investments BSPEL made its seventh co-investment during the six months ended 31 December 2007, investing €17.3 million into one of Germany's largest cable companies. The interest was acquired from a minority seller and is currently BSPEL's largest single company interest. BSPEL continues to examine additional co-investment opportunities. Optional Bi-Annual Redemption Facility In accordance with the Company's bi-annual redemption policy, on 10 August 2007 BSPEL redeemed 3,597,890 Equity Shares and 3,375 ZDP Shares at their respective unaudited 30 June 2007 NAVs of $1.55 per share and 47.81p per share. At the Company's 8 October 2007 board meeting, the Board of Directors resolved to give shareholders the opportunity to redeem up to 15% of the Equity Shares and 15% of the ZDP Shares in issue on 31 December 2007. On 9 November 2007, the Board of Directors sent notice to Shareholders that an Extraordinary General Meeting would be held to, among other things, amend the Company's Articles to allow the Company to hold Treasury Shares. This had the immediate effect of replacing the Redemption Facility with a Share Tender Facility, and the resolution was passed at the Extraordinary General Meeting held 28 November 2007. On 25 January 2008, BSPEL tendered 24,460,438 Equity Shares at the unaudited 31 December 2007 Equity Share NAV of $1.70 per share and 274,822 ZDP Shares at the 31 December 2007 ZDP Share NAV of 49.54p per share. Immediately following the Tender Offer, the Company's issued share capital consisted of 260,837,918 Equity Shares and 59,196,837 ZDP Shares (excluding those shares held in treasury following the Tender Offer). Share Buyback Following approval from the Board of Directors, the Company enacted a share buyback program from 17 August through 24 August and cancelled 1,130,000 shares at a total cost of approximately $1.6 million. Following the conclusion of the buyback period, there were 285,298,356 Equity Shares outstanding. Board On a 12 October 2007 Board of Directors meeting, the Board accepted the resignation of Mr. Paul Sanabria and appointed Mr. Troy Duncan as an executive director of the Company. Mr. Duncan, a US resident, is a Senior Managing Director at Bear Stearns Asset Management Inc. I would like to thank Paul for all of his contributions since BSPEL's inception. Principal Risks and Uncertainties The Managers believe that for the remaining six months of the financial year, BSPEL's principal risks relate to (i) the performance of its existing private equity portfolio and the ability of the underlying fund managers to source and invest in new assets, (ii) the competitive nature of the secondary private equity market for transactions not sought on a proprietary basis, and (iii) shifts in the global credit and economic markets that may impact M&A and IPO activity in the short term. Outlook BSPEL believes that the current credit market environment and economic turbulence will provide attractive investment opportunities. The Company is experiencing an increase in secondary market deal flow across the globe as liquidity issues become more pronounced. In addition, the Managers have constructed a private equity portfolio that emphasizes lower middle market buyout and special situations funds - strategies that the Manager believes are better insulated against negative market factors. Furthermore, the Company has avoided exposure to strategies most susceptible to various stresses in the global credit markets, including large cap US and European buyout and real estate funds. BSPEL will continue to deploy capital into conservative investments with the goal of delivering consistent risk-adjusted returns. Trevor Ash Chairman 26 February 2008 Responsibility Statement The Directors confirm to the best of their knowledge: a. The Interim Report includes a fair review of the information required by the FSA's Disclosure and Transparency Rules 4.2.7R; and b. The Interim Report includes a fair review of the information required by the Disclosure and Transparency Rules 4.2.8R (disclosure of related party transactions and changes therein). The Interim Report was approved by the Board on 26 February 2008 and the above responsibility statement was signed on its behalf by Trevor Ash Chairman Unaudited Consolidated Balance Sheet at 31 December 2007 31/12/2007 30/6/2007 £'000 £'000 Non-current assets Investments 227,836 150,460 Current assets Cash and cash equivalents 78,243 132,177 Receivables 690 500 78,933 132,677 Current liabilities Payables and accruals (940) (2,768) Net current assets 77,993 129,909 Non-current liabilities Loan (17,281) (14,876) Zero dividend preference shares (29,461) (28,433) (46,742) (43,309) Net assets 259,087 237,060 Represented by: Share Capital 29 29 Reserves 243,608 230,972 Total equity attributable to equity holders of the Company 243,637 231,001 Minority Interest 15,450 6,059 Total equity 259,087 237,060 NAV per Equity share £0.85 £0.80 Unaudited Consolidated Income Statement for the period ended 31 December 2007 01/07/2007 01/07/2006 to to 31/12/2007 31/12/2006 £'000 £'000 Income Interest income 2,304 598 Expenses Investment management fee (1,285) (306) Administrative fee (92) (50) Audit fee (15) (9) Directors' fees (35) (12) Performance fee - (674) Other expenses (643) (664) Total Expenses (2,070) (1,715) Net profit/(loss) before finance costs 234 (1,117) Finance costs Interest payable (1,437) (980) Gains from investments Net gains on investments 12,324 14,436 Profit for the period 11,121 12,339 Attributable to equity holders of the Company 9,491 12,339 Attributable to minority interests 1,630 - 9,897 12,339 Basic earnings per share 3.88p 12.88p All items in the above statement are derived from continuing operations. Unaudited Consolidated Statement of Changes in Equity for the period ended 31 December 2007 Share Share Accumulated Capital Currency Capital Special Total Minority Total Capital Premium Losses Reserve Translation Redemption Distributable Interest Reserve Reserve Reserve £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 At 1 July 29 154,329 (6,590) 43,487 (11,546) 1 51,291 231,001 6,059 237,060 2007 Redemption of - - - - - - (3,385) (3,385) - (3,385) equity shares Effect of - - - - 6,530 - - 6,530 803 7,333 translation of presentation currency Movement for - - (1,127) 10,618 - - - 9,491 1,630 11,121 the period Issue of - - - - - - - - 6,958 6,958 shares in subsidiary to minority interests At 31 29 154,329 (7,717) 54,105 (5,016) 1 47,906 243,637 15,450 259,087 December 2007 Unaudited Consolidated Statement of Changes in Equity for the period ended 31 December 2006 Share Share Accumulated Capital Currency Special Total Capital Premium Losses Reserve Translation Distributable Reserve Reserve £'000 £'000 £'000 £000's £'000 £'000 £'000 At 1 July 2006 9 - (1,273) 7,459 (1,457) 57,260 61,998 Issue of equity - - - - - - - shares Redemption of - - - - (334) (334) equity shares Issue costs - - - - - - - Effect of - - - - (3,202) - (3,202) translation to presentation currency Movement for the - - (2,097) 14,436 - - 12,339 period At 31 December 9 - (3,370) 21,895 -4,659 56,926 70,801 2006 Unaudited Consolidated Statement of Cash Flows for the period ended 31 December 2007 01/07/2007 01/07/2006 to to 31/12/2007 31/12/2006 £'000 £'000 Operating activities Profit for the period 11,121 12,339 Adjustments for: Interest income (2,304) (598) Interest expense 1,437 980 Net gains on investments (12,324) (14,436) Operating cash flows before changes in working capital (2,070) (519) Decrease/(Increase) in receivables 57 (99) (Decrease)/Increase in payables (1,817) 994 Cash flows from operating activities (3,830) 376 Investing activities Purchase of investments (75,514) (29,501) Return of capital from investments 14,098 7,874 Interest received 2,304 598 Cash flows from investing activities (59,112) (21,029) Financing activities Equity shares buy back (3,532) (333) Zero dividend preference shares buyback (2) - Loan proceeds received 2,172 - Interest paid (434) - Issue of shares in subsidiary to minority interest 6,790 - Cash flows from financing activities 4,994 (333) Net decrease in cash and cash equivalents (57,948) (22,182) Cash and cash equivalents at 1 July 2007 132,177 40,216 Effects of exchange difference arising from cash and cash 4,014 (499) equivalents Cash and cash equivalents at 31 December 2007 78,243 17,535 Bear Stearns Private Equity Limited ('the Company') is a closed-ended investment fund incorporated as a limited liability company in Guernsey under the Companies (Guernsey) Law, 1994 on 28 April 2005. The Company's capital structure consists of two classes of shares, Equity Shares and Zero Dividend Preference Shares, both listed on the London Stock Exchange. The primary objective of the Company and its subsidiaries ('the Group') is to achieve capital growth, with income as secondary objective, from a diversified portfolio consisting predominantly of private equity limited partnership interests, whilst also employing an enhanced cash management strategy, including diversified investment in, amongst other things, funds of hedge funds and hedge funds. The Group may also invest directly in private equity investments. STATEMENT OF COMPLIANCE These condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting (IFRS) IAS 34 Interim Financial Reporting. They do not include all of the information required for full annual financial statements, and should be read in conjunction with the consolidated financial statements of the Group as at and for the year ended 30 June 2007. These condensed consolidated interim financial statements were approved by the Board of Directors on 26 February 2008. SIGNIFICANT ACCOUNTING POLICIES The accounting policies applied by the Group in these condensed consolidated interim financial statements are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 30 June 2007. RELATED PARTY TRANSACTIONS Mr. Sanabria was until the date of his retirement on 12 October 2007, the managing director of Bear Stearns Asset Management Inc., the Manager (as to the Private Equity Portfolio and as to the Enhanced Cash Management Strategy) to the Group. Mr. Duncan, who was appointed as a Director on 12 October 2007 is the Managing Director Principal of Bear Stearns Asset Management Inc., the Manager (as to the Private Equity Portfolio and as to the Enhanced Cash Management Strategy) to the Group. The Directors do not hold directly or indirectly shares in the Group. From 1 January 2007 Mr. Ash is entitled to receive Directors fees of £25,000 per annum (previously £20,000), Mr. Loudon and Mr. Spencer are each entitled to receive Directors fees of £20,000 per annum (previously £15,000). The Manager, Bear Stearns Asset Management Inc., is entitled to a base management fee, payable monthly in arrears of 1.00 per cent. per annum of the aggregate Net Asset Value of the Equity Shares and the ZDP Shares The management fee due payable at 31 December 2007 was £449,724 (2006: £147,109). The Manager is also entitled to a performance fee if the aggregate Net Asset Value of the Equity Shares and the ZDP Shares at the end of the performance period exceeds the aggregate Net Assets at the start of the performance period by more than 8 per cent. The amount of such performance fee will be 7.5 per cent of the total increase in aggregate Net Asset Value above the performance hurdle. The performance fee accrued at 31 December 2007 was £nil (2006: £836,815). The Administrator is entitled to an annual fee in respect of administration and company secretarial services calculated on the Total Assets of the Company of 0.125 per cent. on the first $100 million, 0.1 per cent on the next $50 million, 0.075 per cent. on the next $50 million and 0.05 per cent on the balance subject to a minimum of $125,000. The fee is payable monthly in arrears. The administration fee due payable at 31 December 2007 was £49,167 (2006: £40,503). LOANS The Group has entered into a Revolving Loan Facility with the Bank of Scotland. The facility is for €35,000,000 and may be drawn down in Euros, Sterling or US Dollars. Borrowed funds bear interest at a rate of LIBOR, or if the loan is in Euro EURIBOR, plus 1.75%. The maturity date of the facility is 2 May 2012. The loan is secured over the Group's interest in the BoS Mezzanine Partners Fund, LP and its rights under the related limited partnership agreement. SUBSIDIARIES Name Country of % Holding Incorporation BSPEL Mezzanine Funding Limited Guernsey 100% BSPEL/MIGDAL Mezzanine Limited Guernsey 80% Hunter Acquisition Limited (acquired September 2007) Guernsey 65.3% All subsidiaries were incorporated by the Company. This information is provided by RNS The company news service from the London Stock Exchange
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