Final Results

RNS Number : 1718J

Standard Life Euro Pri Eqty Tst PLC

01 December 2008

 



1 December 2008

STANDARD LIFE EUROPEAN PRIVATE EQUITY TRUST PLC

RESULTS FOR THE YEAR ENDED 30 SEPTEMBER 2008

Highlights

• Following a weaker second half, the Company's undiluted net asset value per ordinary share ('NAV') fell by 2.7% to 234.8p (diluted NAV - 231.4p) during the year ended 30 September 2008 (30 September 2007 - undiluted NAV 241.3p; diluted NAV 237.7p).  In preparing the Company's year end valuation, 98.5% by value of the portfolio was valued as at 30 September 2008.
  

• The closing mid-market price of the Company's ordinary shares on 30 September 2008 was 161.0p (30 September 2007 - 226.5p), a fall of 28.9% over the year and a discount of 30.4% to the diluted NAV (30 September 2007 - 4.7%). The Company's share price has fallen further since the year end and the discount to NAV has widened.
  

• The Company's practice has been to pay a dividend marginally in excess of the minimum required to maintain investment trust status. In pursuit of this practice, and reflecting the considerable reduction in realisation activity, the Board recommends a final dividend of 0.7p per ordinary share (year ended 30 September 2007 - 3.5p). 
  

• As at 30 September 2008 the Company's net assets were £375.5 million (30 September 2007 - £385.7 million). The Company had interests in 49 private equity funds with a value of £412.1 million (30 September 2007 - 48 funds and £322.6 million).
  

• The valuation of the Company's private equity fund interests reflected the difficult market environment with unrealised losses during the year of £42.8 million (year ended 30 September 2007 - £5.1 million unrealised gains).
  

• A decline in realisations resulted in distributions received by the Company falling to £61.5 million (year ended 30 September 2007 - £156.5million), of which £38.5 million comprised net realised gains and income (year ended 30 September 2007 - £97.2 million). Distributions represented an average multiple of 2.7 times the acquisition cost of realised investments (year ended 30 September 2007 - 2.6 times).
  

• Draw downs paid during the year were £155.2 million (year ended 30 September 2007 - £137.6 million). 
  

• The effect of the changing drawdown/distribution profile was to reduce aggregate cash and money market balances, particularly during the second half of the year. As at 30 September 2008 net indebtedness was £36.4 million; this compares to a cash and money market balance of £64.2 million as at 30 September 2007. Subsequent to the year end the rate of draw downs has fallen and net indebtedness was £37.1 million as at 24 November 2008.
  

• Since 30 September 2008 the Company has entered into a new £100 million three year syndicated revolving credit facility, led by The Royal Bank of Scotland plc. 
  

Quote from Scott Dobbie, Chairman:-

'The valuation of the Company's portfolio and NAV was undertaken as at 30 September 2008. Subsequently there has been a further fall in global stock market indices and a weakening in the macro-economic environment. Both factors are likely to impact negatively on the 31 December 2008 valuation of the Company's portfolio of private equity fund interests. 

The Manager has an enviable track record in the selection of the underlying managers of the Company's private equity fund interests. The Board continues to believe that this will stand the Company in good stead as the focus of these managers turns to supporting and developing investee companies, so as to protect and enhance value in this challenging environment.'

For further information please contact:-

Peter McKellar of SL Capital Partners LLP (on 0131 245 0055)

Chairman's Statement

Results and performance

For the year ended 30 September 2008 the Company's net asset value per ordinary share ('NAV') fell by 2.7% to 234.8p (diluted NAV - 231.4p) (30 September 2007 - undiluted NAV 241.3p; diluted NAV 237.7p). The overall result conceals different underlying performance in each half year; the Company, aided by currency gains, made good progress in the six months to 31 March 2008, thereafter it was impacted by weakness in the financial markets and in the broader European economy.  

The closing mid-market price of the Company's ordinary shares on 30 September 2008 was 161.0p (30 September 2007 - 226.5p), a fall of 28.9% over the year. Underlying this fall in the share price was an increase in the discount to NAV, from 4.7% at the start of the year to 30.4% at the year end. The Company's share price has fallen further since 30 September 2008 and the discount to NAV has widened. The rating of the Company's shares, however, has been similar to that of comparable listed private equity vehicles. The Company's share register has also remained stable during the last six months. 

Private equity is a long-term asset class and performance must be assessed over appropriate time periods. For the five years ended 30 September 2008 the Company's NAV and share price have out-performed the two most relevant stock market indices, increasing by 147.2% and 96.3% respectively, compared to rises of 22.5% in the FTSE All-Share Index and 37.0% in the MSCI Europe Index (sterling adjusted). The Company's NAV and share price have also out-performed these indices over the period from the Company's listing in May 2001. 

The Company's practice has been to pay a final dividend marginally in excess of the minimum required to maintain investment trust status. The fall in income received by the Company during the last year is largely the result of a slow down in realisation activity and means that the Board, in line with historic practice, recommends a final dividend of 0.7p per ordinary share (year ended 30 September 2007 - 3.5p). Subject to shareholder approval at the forthcoming Annual General Meeting, this dividend will be paid on 30 January 2009 to shareholders on the Company's share register as at 5 January 2009. Further to the extraordinary general meeting on 22 September 2008, shareholders may elect to receive the final dividend in the form of ordinary shares. A circular and an election form are enclosed with the Company's annual report and accounts.

Valuation 

As at 30 September 2008 the Company's portfolio comprised 49 private equity fund interests. The portfolio rose in value during the year as a result of net new investment activity, partly offset by net unrealised losses. As at 30 September 2008 the value of the portfolio was £412.1 million (30 September 2007 - £322.6 million), of which net unrealised losses arising during the year were £42.8 million (year ended 30 September 2007 - £5.1 million unrealised gains). The net unrealised losses arose from the combined effect of lower comparable listed valuation multiples, partly offset by favourable exchange rate movements and positive trading and cashflow generation at many underlying investee companies.

Given the volatility of financial markets and uncertain trading conditions, particular care has been exercised to ensure that the 30 September 2008 valuation is timely.  Around 98.5% by value of the private equity funds held by the Company were valued as at 30 September 2008, either on a detailed holding by holding basis by the relevant fund manager or by the Company's Manager, SL Capital Partners LLP.  This latter review led SL Capital Partners to make downward adjustments, as permitted under the Company's accounting policies, to a number of fund valuations to take account of the level of listed markets as at 30 September 2008 in arriving at an appropriate fair value.

Aggregate cash and money market balances fell, particularly during the second half of the year, as a result of the slow down in realisations and a continuing high level of draw downs. Specifically, the Company had cash and money market balances totalling £64.2 million as at 30 September 2007, whilst its net indebtedness was £36.4 million as at 30 September 2008. Subsequent to the year end, the rate of draw downs has fallen and the Company's net indebtedness was £37.1 million as at 24 November 2008.

Exchange rates had a positive impact on NAV, notably during the first half of the year. Over the full year sterling depreciated by 11.4% relative to the euro and by 12.5% relative to the US dollar. Of the Company's gross assets of £415.7 million as at 30 September 2008, £322.0 million (sterling equivalent) comprised euro denominated assets and £50.4 million (sterling equivalent) dollar denominated assets (30 September 2007 - £387.2 million (gross assets), £271.6 million (euro denominated) and £54.1 million (dollar denominated)). 

Investment activity 

The first nine months of 2008 saw a significant fall in the value of private equity transactions concluded in Europe, most notably amongst the larger deals, as the impact of a weakening macro-economic environment, declining listed markets and a limited availability of debt constrained the completion of transactions in all but the most defensive of sectors. The value of transactions completed in the European private equity market during this nine month period was €76.0 billion (nine months ended 30 September 2007 - €166.0 billion). Quantum apart, the other major change was that in structuring transactions private equity managers funded on average around 45% of the purchase price with equity, compared to an average of 33.6% in 2007. The managers of the funds invested in by the Company were more active than many others during the last year and this, and the factors above, resulted in draw downs of £155.2 million for the year ended 30 September 2008 (30 September 2007 - £137.6 million).  

The decline in financial markets and mergers and acquisitions activity resulted in a significant fall to £61.5 million in distributions received by the Company (year ended 30 September 2007 - £156.5 million). Of the distributions received, £36.8 million represented net realised gains and £1.7 million income (year ended 30 September 2007 - £89.1 million and £8.1 million respectively). The average return on the Company's acquisition cost of realised investments remained a healthy 2.7 times (year ended 30 September 2007 - 2.6 times), reflecting the fact that many realised transactions had been acquired originally at lower purchase price multiples and had seen significant value accretion through profit and cashflow improvements.

Three new fund commitments totalling £138.1 million were made during the year, underlining the Manager's previously stated caution in making new fund commitments against a background of difficult market conditions. The new fund commitments were £53.2 million to Advent Global Private Equity VI, £51.2 million to CVC European Equity Partners V and £33.7 million to TowerBrook Investors III. All of these funds are buy-out funds and are the successor funds to existing funds in the Company's portfolio. These fund commitments can be expected to be drawn down over the next 4-5 years. In light of current market conditions and the Company's cashflows, the Board and the Manager are imposing stringent criteria to any further new fund commitments, whilst remaining sensitive to an overly defensive approach which could affect the Company's long-term development.

The Company's aggregate outstanding commitments were £389.2 million as at 30 September 2008 (30 September 2007 - £366.0 million). These commitments will be funded from the Company's existing cash, distributions received from the portfolio of fund investments and the use of the Company's borrowing facility. Since the financial year end the Company has entered into a new £100 million three year syndicated revolving credit facility, led by The Royal Bank of Scotland plc. 

The Board

Simon Edwards, who has served on the Board since the Company's listing in 2001, is meeting increased demand on his time from his own successful business and, to the regret of his colleagues, intimated some time ago that he wished to step down from the Board after the Annual General Meeting in January 2009. Simon's extensive knowledge of the fund management business has been of immense value to his colleagues, providing a perspective for private equity in the context of alternative asset classes. We will all miss his significant contribution and I am sure shareholders will join the Board in wishing Simon every success in the future.

The Board has appointed Edmond Warner as a Director. Mr Warner has a background in investment management and research and, more recently, as chief executive of a major UK retail financial services group. He is now a non-executive director of a range of companies and is Chairman of UK Athletics.

Outlook

The valuation of the Company's portfolio and NAV was undertaken as at 30 September 2008. Subsequently there has been a further fall in global stock market indices and a weakening in the macro-economic environment. Both factors are likely to impact negatively on the 31 December 2008 valuation of the Company's portfolio of private equity fund interests. Meantime, the focus of the managers of the fund interests held by the Company is on supporting and developing their underlying investee companies, so as to protect and enhance value in this challenging environment. Looking ahead, historic experience indicates that weak macro-economic conditions, and consequentially lower corporate earnings and valuation multiples, also provide good buying opportunities for private equity. 

The Board and the Manager continue to believe that, in an asset class that traditionally has demonstrated a high dispersion of return but one where the best managers have been able to deliver repeated out-performance, appropriate manager selection is vital. In this regard the Manager has a strong track record.

Scott Dobbie CBE

Chairman

INCOME STATEMENT (audited)

For the year ended 30 September 2008

		Revenue	Capital	Total
		£000	£000	£000
(Losses)/Gains on investments		-	(3,774)	(3,774)
Currency gains/(losses) on cash balances		-	448	448
Income from investments		2,921	-	2,921
Investment management fee		(325)	(2,929)	(3,254)
Administrative expenses		(526)	-	(526)
		_________	_________	_________
NET RETURN ON ORDINARY ACTIVITIES
BEFORE FINANCE COSTS AND TAXATION		2,070	(6,255)	(4,185)
Finance costs		(50)	(449)	(499)
		_________	_________	_________
NET RETURN ON ORDINARY ACTIVITIES
BEFORE TAXATION		2,020	(6,704)	(4,684)
Taxation		(594)	586	(8)
		_________	_________	_________
NET RETURN ON ORDINARY ACTIVITIES
AFTER TAXATION		1,426	(6,118)	(4,692)
		_________	_________	_________
NET RETURN PER ORDINARY SHARE		0.89p	(3.82)p	(2.93)p
		_________	_________	_________
DILUTED NET RETURN PER ORDINARY SHARE		0.88p	(3.78)p	(2.90)p
		_________	_________	_________

The Total column of this statement represents the profit and loss account of the Company. All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued in the period. A Statement of Total Recognised Gains and Losses has not been prepared as all gains and losses are recognised in the Income Statement. The dividend which has been recommended based on this Income Statement is 0.70p (2007 - 3.50p)

  INCOME STATEMENT (audited)

For the year ended 30 September 2007

		Revenue	Capital	Total
		£000	£000	£000
(Losses)/Gains on investments		-	94,094	94,094
Currency gains/(losses) on cash balances		-	(56)	(56)
Income from investments		10,781	-	10,781
Investment management fee		(280)	(2,517)	(2,797)
Administrative expenses		(475)	-	(475)
		_________	_________	_________
NET RETURN ON ORDINARY ACTIVITIES
BEFORE FINANCE COSTS AND TAXATION		10,026	91,521	101,547
Finance costs		(30)	(273)	(303)
		_________	_________	_________
NET RETURN ON ORDINARY ACTIVITIES
BEFORE TAXATION		9,996	91,248	101,244
Taxation		(3,022)	837	(2,185)
		_________	_________	_________
NET RETURN ON ORDINARY ACTIVITIES
AFTER TAXATION		6,974	92,085	99,059
		_________	_________	_________
NET RETURN PER ORDINARY SHARE		4.38p	57.80p	62.18p
		_________	_________	_________
DILUTED NET RETURN PER ORDINARY SHARE		4.31p	56.85p	61.16p
		_________	_________	_________

RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS (audited)

For the year ended 30 September 2008

					Capital	Capital	Capital
		Share	Share	Special	redemption	reserve	reserve	Revenue
		capital	premium	reserve	reserve	- Realised	- Unrealised	reserve	Total
		£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000
Balance at 30 September 2007		354	78,440	79,148	2	189,597	27,907	10,259	385,707
Total recognised gains/(losses)		-	-	-	-	37,140	(43,258)	1,426	(4,692)
Conversion of founder A shares		-	95	-	-	-	-	-	95
Dividends paid		-	-	-	-	-	-	(5,597)	(5,597)
		______	_______	______	_______	________	________	_______	_______
Balance at 30 September 2008		354	78,535	79,148	2	226,737	(15,351)	6,088	375,513
		______	_______	______	_______	________	________	_______	_______

For the year ended 30 September 2007

					Capital	Capital	Capital
		Share	Share	Special	redemption	reserve	reserve	Revenue
		capital	premium	reserve	reserve	- Realised	- Unrealised	reserve	Total
		£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000
Balance at 30 September 2006		354	77,775	79,148	1	103,234	22,185	7,105	289,802
Total recognised gains		-	-	-	-	86,363	5,722	6,974	99,059
Conversion of founder A shares		-	665	-	1	-	-	-	666
Dividends paid		-	-	-	-	-	-	(3,820)	(3,820)
		______	_______	______	_______	________	________	_______	_______
Balance at 30 September 2007		354	78,440	79,148	2	189,597	27,907	10,259	385,707
		______	_______	______	_______	________	________	_______	_______

BALANCE SHEET (audited)

		As at		As at
		30 September		30 September
		2008		2007
		£000	£000	£000	£000
NON-CURRENT ASSETS
Investments at fair value through profit or loss			412,084		322,633
CURRENT ASSETS
Investments at fair value through profit or loss		-		56,645
Debtors		288		292
Cash and short term deposits		3,289		7,599
		______		______
		3,577		64,536
CREDITORS: AMOUNTS FALLING
DUE WITHIN ONE YEAR		(40,148)		(1,462)
		______		______
NET CURRENT (LIABILITIES)/ASSETS			(36,571)		63,074
			______		______
TOTAL ASSETS LESS CURRENT LIABILITIES			375,513		385,707
			______		______
CAPITAL AND RESERVES
Called up share capital			354		354
Share premium			78,535		78,440
Special reserve			79,148		79,148
Capital redemption reserve			2		2
Capital reserve - realised			226,737		189,597
Capital reserve - unrealised			(15,351)		27,907
Revenue reserve			6,088		10,259
			______		______
TOTAL SHAREHOLDERS' FUNDS			375,513		385,707
			______		______
ANALYSIS OF SHAREHOLDERS' FUNDS
Equity interests (ordinary shares)			375,478		385,672
Non-equity interests (founder shares)			35		35
			______		______
			375,513		385,707
			______		______
NET ASSET VALUE PER EQUITY SHARE			234.8p		241.3p
			______		______

  CASHFLOW STATEMENT (audited)

		For the year		For the year
		ended 30 September		ended 30 September
		2008		2007
		£'000	£'000	£'000	£'000
NET CASH (OUTFLOW)/INFLOW
FROM OPERATING ACTIVITIES			(1,344)		7,461
NET CASH OUTFLOW FROM SERVICING OF FINANCE			(282)		(342)
NET CASH OUTFLOW FROM TAXATION			(772)		(2,501)
FINANCIAL INVESTMENT
Purchase of investments		(180,763)		(266,564)
Disposal of investments		144,183		265,055
		_______		_______
NET CASH OUTFLOW FROM FINANCIAL INVESTMENTS			(36,580)		(1,509)
ORDINARY DIVIDENDS PAID			(5,597)		(3,820)
			_______		_______
NET CASH OUTFLOW BEFORE FINANCING			(44,575)		(711)
Net proceeds on issue of ordinary shares		95		666
Bank loans drawn down		40,000		-
		_______		_______
NET CASH INFLOW FROM FINANCING			40,095		666
			_______		_______
DECREASE IN CASH			(4,480)		(45)
			_______		_______

RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS

Decrease in cash as above			(4,480)		(45)
Drawdown of loan			(40,000)		-
Currency movements			448		(56)
			_______		_______
MOVEMENT IN NET DEBT/FUNDS IN THE PERIOD			(44,032)		(101)
Opening net funds			7,599		7,700
			_______		_______
CLOSING NET (DEBT)/FUNDS			(36,433)		7,599
			_______		_______
REPRESENTED BY:
Cash and short term deposits			3,289		7,599
Loans			(39,722)		-
			_______		_______
			(36,433)		7,599
			_______		_______

Notes:

1.     Standard Life European Private Equity Trust PLC is an investment company managed by SL Capital Partners LLP, the ordinary shares of which are admitted to listing by the UK Listing Authority and to trading on the London Stock Exchange. It seeks to conduct its affairs so as to continue to qualify as an investment trust under section 842 of the Income and Corporation Taxes Act 1988. The Board is wholly independent of the Manager and Standard Life plc.

2.    Accounting Policies (a)    Basis of preparation and going concern The financial statements have been prepared under the historical cost convention as modified to include the revaluation of investments and in accordance with applicable UK Accounting Standards and with the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies' (issued January 2003 and revised in December 2005). They have also been prepared on the assumption that approval as an investment trust will continue to be granted. The financial statements have been prepared on a going concern basis. The financial statements, and the net asset value per equity share figures, have been prepared in accordance with UK Generally Accepted Accounting Principles ('UK GAAP'). The Directors consider the Company's functional currency to be sterling, as the Company is registered in Scotland, the Company's shareholders are predominantly based in the UK and the Company is subject to the UK's regulatory environment. (b)     Revenue, expenses and finance costs Dividends from quoted investments are included in revenue by reference to the date on which the price is marked ex-dividend. Interest on quoted investments and other interest receivable are dealt with on an accruals basis.  Dividends and income from unquoted investments is included when the right to receipt is established. All expenses are accounted for on an accruals basis. Expenses are charged through the revenue account of the Income Statement except as follows:  -     transaction costs incurred on the purchase and disposal of investments are recognised as a capital item in the Income Statement; and  -     the Company charges 90% of investment management fees and finance costs to capital, in accordance with the Board's expected long-term split of returns between capital gains and income from the Company's investment portfolio. (c)     Investments Investments have been designated upon initial recognition as fair value through the profit or loss. Investments are recognised as at the date of commitment to the fund and removed when the fund is wound up. Subsequent to initial recognition, investments are valued at fair value as detailed below. Gains and losses arising from changes in fair value are included in net profit or loss for the period as a capital item in the Income Statement and are ultimately recognised in the unrealised reserve. Unquoted investments are stated at the Directors' estimate of fair value and follow the recommendations of the EVCA and BVCA. The estimate of fair value is normally the latest valuation placed on a fund by its manager as at the balance sheet date.  The valuation policies used by the manager in undertaking that valuation will generally be in line with the joint publication from the BVCA and the EVCA, 'International Private Equity and Venture Capital Valuation guidelines' ('the guidelines'). Where formal valuations are not completed as at the balance sheet date the valuation placed on a fund by its manager is adjusted for any subsequent cash flows occurring between the valuation date and the balance sheet date.  The Company's Manager may further adjust such valuations to reflect any changes in circumstances from the last formal valuation date to arrive at the estimate of fair value.    (d)     Dividends payable Interim and final dividends are recognised in the period in which they are paid. (e)     Realised capital reserve Gains or losses on investments realised in the year that have been recognised in the Income Statement are transferred to the realised capital reserve. In addition, any prior unrealised gains or losses on such investments are transferred from the unrealised capital reserve to the realised capital reserve on disposal of the investment. (f)     Unrealised capital reserve  Increases and decreases in the fair value of investments are recognised in the Income Statement and are then transferred to the unrealised capital reserve. (g)     Taxation i) Current taxation - Provision for corporation tax is made at the current rate on the excess of taxable income net of any allowable deductions. ii) Deferred taxation is recognised in respect of all temporary differences that have originated but not reversed at the balance sheet date, where transactions or events that result in an obligation to pay more or a right to pay less tax in future have occurred at the balance sheet date, measured on an undiscounted basis and based on enacted tax rates. This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of the underlying temporary differences can be deducted. Temporary differences are differences arising between the Company's taxable profits and its results as stated in the accounts which are capable of reversal in one or more subsequent periods. Due to the Company's status as an investment trust company, and the intention to continue meeting the conditions required to obtain approval in the foreseeable future, the Company has not provided deferred tax on any capital gains and losses arising on the revaluation or disposal of investments.   (h)      Overseas currencies Overseas assets and liabilities are translated at the exchange rate prevailing at the Company's balance sheet date. Gains or losses on translation of investments held at the year end are accounted for through the unrealised capital reserve. Gains and losses on the translation of overseas currency balances held at the year end are accounted for through the realised capital reserve.

Rates of exchange to sterling as at 30 September were:
	2008	2007
Euro	1.2690	1.4326
US dollar	1.7825	2.0374
Transactions in overseas currency are translated at the exchange rate prevailing on the date of transaction.

		Year to	Year to
		30 September 2008	30 September 2007
		£'000	£'000
3.	Income
	Income from investments
	Income from unquoted investments	1,690	8,174
	Income from 'AAA' rated money market funds	988	2,497
		___________	___________
		2,678	10,671
		___________	___________
	Other income
	Interest receivable on cash	243	108
	Other income	-	2
		___________	___________
		2,921	10,781
		___________	___________

4.    The number of ordinary shares in issue as at 30 September 2008 was 159,922,567 (30 September 2007 - 159,822,567). The return per ordinary share is based on the weighted average number of ordinary shares in issue.

5.     The Directors recommend that a final dividend of 0.70p (2007 - 3.50p) per ordinary share be paid on 30 January 2009 to shareholders on the Company's share register as at the close of business on 5 January 2009. The ex-dividend date for the final dividend is 31 December 2008.

6.    The financial information for the year ended 30 September 2008 comprises non-statutory accounts within the meaning of Section 240 of the Companies Act 1985. The financial information for the year ended 30 September 2007 has been extracted from published accounts that have been delivered to the Registrar of Companies and on which the report of the auditors was unqualified.  The statutory accounts for the year ended 30 September 2008 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 The Balmoral Hotel, 1 Princes Street, Edinburgh EH2 2EQ on 26 January 2009 at 12.30pm.

7.    The report and accounts for the year ended 30 September 2008 will be posted to shareholders in mid-December 2008 and copies will be available from the Company Secretary - Aberdeen Asset Management PLC, 40 Princes Street, Edinburgh EH2 2BY.

for Standard Life European Private Equity Trust PLC,

Aberdeen Asset Management PLC Company Secretary

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