Interim Results

Utilico Limited 20 February 2008 Date: 20 February 2008 Contact: Charles Jillings Utilico Limited 01372 271 486 Utilico Limited Unaudited report and accounts for the period to 31 December 2007 Utilico Limited ('Utilico') was incorporated on 17 January 2007 and began trading on 20 June 2007. These interim results are for the period 20 June 2007 to 31 December 2007. An investment update was produced as at 30 June 2007 which included figures from Utilico Limited's predecessor, Utilico Investment Trust plc. The numbers from that update for 30 June 2007 as stated in this Report are neither audited nor reviewed under auditing standards. FINANCIAL HIGHLIGHTS • Undiluted NAV per ordinary share increased by 3.6% to 362.87p • Gross assets increased by 8.3% to £492.2m • Bank facility increased from £45.0m to £70.0m • Hedging gains amounted to 16.52p per share • Revenue earnings per share 3.09p (comparative prior period loss of 1.18p) • Dividend per share 2.50p PERFORMANCE SUMMARY 31 Dec 2007 30 June 2007(1) Change Ordinary shares Capital value Net asset value per ordinary share (undiluted) 362.87p 350.29p 3.6% Net asset value per ordinary share (diluted) 323.05p 312.06p 3.5% Share prices and indices Ordinary share price 288.50p 299.00p (3.5)% Discount (based on diluted NAV per ordinary share) 10.7% 4.2% n/a FTSE All-Share Index 3,286 3,404 (3.5)% Dow Jones World Utilities Index (sterling adjusted) 138.7 125.6 10.4% Zero dividend preference (ZDP) shares 2012 ZDP shares (7.00%) Capital entitlement per ZDP share 128.00p 123.71p 3.5% ZDP share price 134.00p 126.75p 5.7% 2014 ZDP shares (7.25%) Capital entitlement per ZDP share 103.89p 100.29p 3.6% ZDP share price 104.25p 103.25p 1.0% 2016 ZDP shares (7.25%) Capital entitlement per ZDP share 103.89p 100.29p 3.6% ZDP share price 100.25p 103.00p (2.7)% Warrants 2008 warrant price 238.00p 260.00p (8.5)% 2012 warrant price 95.00p 88.25p 7.6% Equity holders funds (£m) Gross assets 492.2 454.6 8.3% Bank debt 67.2 44.8 50.0% ZDP debt 135.4 130.8 3.5% Equity holders' funds 289.7 279.0 3.8% Financial ratios of the Group (4) Revenue yield on average gross assets 2.4% 2.3% n/a Total expense ratio(5) on average gross assets 0.7% 0.7% n/a Bank loans and ZDP shares gearing on gross assets 41.2% 38.6% n/a Six months to Six months to 31 Dec 07(2) 31 Dec 06(3) Returns and dividends Revenue return per ordinary share (undiluted) 3.09p (1.18)p Capital return per ordinary share (undiluted) 8.15p 116.75p Total return per ordinary share (undiluted) 11.24p 115.75p Dividend per ordinary share 2.50p - Revenue account (£m) Income 5.6 2.5 Costs (management and other expenses) 1.6 1.2 Finance costs 1.4 2.0 1 Utilico Limited ('Utilico') began trading on 20 June 2007, an investment update was produced for the year ended 30 June 2007 which included figures from Utilico's predecessor Utilico Investment Trust plc. As such these numbers are unaudited or reviewed under auditing standards. 2 Actual period under review is 20 June 2007 (start of trading for Utilico) to 31 December 2007. 3 The six months to 31 December 2006 refer solely to Utilico's predecessor Utilico Investment Trust plc. 4 For comparative purposes the total expense and revenue figures have been annualised. 5 Total expense ratio excludes performance fee. CHAIRMAN'S STATEMENT I am pleased to report Utilico's NAV per ordinary share increased from 350.29p as at 30 June 2007 to 362.87p in the period of six months to 31 December 2007, despite turbulent market conditions. This represents a gain of 3.6% during the period and represents an outperformance against the FTSE All-Share Index which fell 3.5% during the period. The total return per ordinary share of 11.24p arose from a stronger performance on the revenue account and good gains on derivative investments. In the period to 31 December 2007 the revenue return was 3.09p and the gains on derivative investments were 16.52p. The performance of Utilico's core holdings Infratil Limited ('Infratil'), Ecofin Water and Power Opportunities plc ('Ecofin') and Utilico Emerging Markets Limited ('UEM') was mixed. Infratil's share price retreated by 7.3% to NZ$2.80 representing a loss of £6.3m during the period due to a combination of a discounted rights issue and weaker market conditions. The combination of share price weakness offset in part by further investment saw the position reduce from £118.0m to £115.5m. UEM's share price rose 14.1% during the period. Further, Utilico invested £17.5m in UEM's successful £85.0m C Share issue. These two factors combined resulted in Utilico's investment in UEM rising from £74.3m to £103.0m. Ecofin's capital share price gained 8.5% in the period. Utilico continued to sell into strength and reduced the holding by 5.7%. As a net result the investment in Ecofin increased from £38.7m to £40.0m. ERG Limited's ('ERG') fortunes reversed strongly as a result of the threatened termination of the Sydney ticketing contract in November 2007. The shares reduced from A$13.5c to 9.3c. The Sydney contract was unilaterally terminated by The Government of New South Wales ('NSW Government') in January this year. Utilico is surprised by this regressive step by the NSW Government, given the very advanced stage of the contract. Recognizing the NSW Government's step, the Board has decided to provide in full against its ordinary share position and has written back accrued interest and fees thus reducing the value of its secured loans to the principal amount invested as at 31 December 2007. Utilico's revenue return profit for the period of six months to 31 December 2007 of £2.5m is significantly ahead of the loss of £0.8m recorded by Utilico Investment Trust plc in the corresponding period to 31 December 2006. This reflects both an increased level of investment and other income and a decrease in finance costs. The earnings per share were 3.09p, a substantial gain against the prior year negative earnings per share of (1.18p). The Directors have resolved to declare an interim dividend of 2.50p per share. The hedging strategy pursued by the investment managers of acquiring index put options has resulted in gains in the period of £13.2m. These gains offset the portfolio losses of (£1.3m) and contributed to a capital account profit of £6.5m. Ordinary shareholders funds have increased significantly since 31 December 2006, rising from £219.2m to £289.7m by 31 December 2007, £20.8m of this being a result of the conversion of the convertible unsecured loan stock ('CULS') issued by Utilico Investment Trust plc. Against this strengthening background the bank facility with The Royal Bank of Scotland was increased from £45.0m to £70.0m in November 2007. As at 31 December 2007 the bank debt stood at £67.2m. Given Utilico's (and its predecessors) track record, it is disappointing to see the ordinary share price decline by 3.5% and the discount widen to 10.7%. In part this reflects the reduced market appetite for risk and widening discount in the investment trust sector in general. The 2008 warrants final exercise date is 20 May 2008. These warrants are exercisable at 64.2p per warrant and are deep in the money compared to the current share price of 288.50p. Holders of these warrants should consider exercising them, given the gains currently available. There are 12.2m warrants outstanding which will result in £7.8m being received on their exercise. Warrant holders are urged to seek professional advice to ensure they do not miss this last exercise date. The current year has seen a deepening of the issues faced by the market. As a result most markets have seen volatility increase together with further market declines. Since the end of the period under review Utilico has seen its NAV per ordinary share decline to 311.08p as at 12 February 2008, a fall of 14.3%. The financial losses being reported by the US financial institutions look set to lead the US into a recession. This in turn has resulted in sharp downturn in the outlook for world economies. While a number of Utilico's investments are less correlated to levels of economic activity, the portfolio is not immune from this repricing. Looking forward we expect volatility to remain high over the next six months and do not anticipate markets to find a firm footing during this time. J Michael Collier February 2008 INVESTMENT REPORT Utilico's performance in the six months to 31 December 2007 was mixed. Overall the gain was 12.58p per ordinary share representing an uplift of 3.6% in the half year to 31 December 2007. During the six months Utilico's gross assets less current liabilities (excluding loans) increased by 8.3% from £454.6m to £492.2m. This gain reflected in part a total return on the income statement of £9.0m together with increased use of bank facilities which rose from £44.8 to £67.2m. As at 31 December 2007 Utilico's equity shareholders were geared 1.4x by bank debt and ZDPS. Portfolio We have included the top ten holdings on a look through basis, splitting the underlying portfolio's of Infratil, UEM and Ecofin into their component parts as though directly owned by Utilico. While there has been no change in the composition, there has been movement within the ten largest holdings. Renewable Energy Generation Limited ('REG') and Flughafen Wien AG ('Vienna Airport') are now the 3rd and 4th largest investments up from 8th and 10th, principally as a result of further investment. All the other investments were displaced by the rise of REG and Vienna Airport. Infratil's share price retreated 7.3% to NZ$2.80. The weakness in part was a result of the issue of a deeply discounted partly paid ordinary share combined with weaker market conditions. Infratil issued 83.4m partly paid ordinary shares at NZ$2.00 per share (NZ$1.00 paid on subscription and NZ$1.00 payable between July and August 2008). Utilico took up its rights and invested £6.9m. Trustpower, which is listed on the NZ Stock Exchange and is Infratil's largest investment, accounting for over 50% of their portfolio, saw its share price increase by 3.0% to NZ$ 8.65 per share. Trustpower's nine month results to December 2007 were in line with the prior period, however the company looks set to record increasing future profits resulting from its recent substantial investments in renewable energy projects. UEM's share price rose 14.1% during the period. UEM successfully raised a further £85.0m by way of a C share issue in December 2007. Utilico invested £17.4m in the issue. UEM's largest investment is International Container Terminal Services Ltd ('ICT'). ICT is listed on the Philippines Stock Exchange and operates the port of Manila together with ports throughout the world, including Brazil, Poland, Madagascar, China and Japan. Ecofin's capital share priced gained 8.5% in the period. Utilico continued to sell into strength and reduced the holding by 5.7%. The net result was an increase in the holding in Ecofin from £38.7m to £40.0m. Ecofin's portfolio continued to perform well, with the capital share asset value increasing by 16.9% over the six months. This was partly a result of their largest investment, Airtricity Holdings, an unlisted renewable energy generator, being sold resulting in a valuation uplift for Ecofin. ERG has continued to make progress on a number of fronts. The major contracts including San Francisco, Stockholm, and Seattle have continued to move towards delivery and completion. However, against this trend the unilateral termination of the Sydney contract by the NSW Government has been a major disappointment. While ERG has worked towards a constructive and successful resolution of the issues, the NSW Government has taken unilateral action. The loss of the A$250.0m contract in January 2008 is highly likely to result in frustration on both sides and ultimately litigation. Sydney will not receive the ticketless system it deserves and ERG will not be able to deliver the world class system it has developed for Sydney. Utilico remains fully supportive of ERG and has advanced funding to enable ERG to continue to deliver the portfolio of long term contracts it has. However, faced with the increased level of uncertainty, the Board of Utilico has provided fully against the ordinary share position in ERG and has written back accrued interest and fees thus reducing the value of its secured loans to ERG to the principal amount outstanding as at 31 December 2007. Zurich Airport's share price declined by 7.6% to CHF460.0 over the six month period to 31 December 2007. First half results were slightly weaker than expected due to increased security costs but traffic growth exceeded management expectations in the second half of the year with passenger numbers for the full year coming in at 20.7m, an increase of 7.8% on 2006. Renewable Energy Generation Limited continued to make progress in developing its potential portfolio of onshore UK and Canadian wind farms. In addition, REG has taken a stake in a business which uses waste cooking oils to generate electricity. REG's share price increased by 2.0% in the period. Vienna Airport's share price increased by 8.0% to EUR79.0. Traffic growth has remained very strong with Vienna Airport finishing the year with 18.8m passengers, an increase of 11.2% on 2006. This increase is double the 5.5% average increase for European airports in 2007. The two main areas of traffic growth are Eastern Europe and the Middle-East, with Vienna Airport benefiting from its geographical advantage of being the easternmost hub airport in Europe. In December Jersey Electricity ('JEL') reported their annual results to September 2007. These showed a sharp improvement against the previous year, however profits in their electricity business are still below historic levels as a result of the company delaying the pass through of increased electricity purchasing costs onto their clients. JEL's other businesses such as retailing, property, contracting, all performed well, reflecting both good management and a healthy economy on the island. Keytech reported pleasing interim results to September, with improved profitability across all its business segments. Compared with a year earlier, revenues grew by 5.6% whilst costs were trimmed, resulting in a 22.6% growth in underlying net profit. Strong operational cashflows and lower capital expenditure resulted in a 25.4% increase in cash balances despite increased dividend distributions. During the six months, Utilico invested £82.2m (excluding investments in index options). Utilico invested £6.9m in Infratil, £17.4m in UEM, £4.7m in ERG, £4.7m in REG and £5.2m in Vienna Airport. Disposals amounted to £43.7m and included £2.1m in Ecofin. Utilico's interests in renewable energy, including hydro power, continue to increase. The further investment in REG and Infratil together with other investments made in the six months take Utilico's exposure to £90.0m or 19.8% of the portfolio. The portfolio's concentration has reduced with the top ten accounting for 43.3% versus 47.4% six months ago. The sector split and geographic split have remained broadly unchanged during the six months. Balance Sheet Equity shareholders' funds rose to £289.7m. Utilico increased its bank borrowings by £22.3m during the six months contributing to an increase in the total debt including ZDP shares liability to £202.6m. The gross assets less current liabilities (excluding loans) rose as a result of both increased bank debt, but also performance to £492.2m. The resultant gearing is 41.2%. The bank debt was drawn down entirely in US dollars at 31 December 2007. Hedging Utilico has continued to increase the absolute level of market protection by investing in Index option positions. As at 31st December 2007, the total net market protection was £169.0m, equivalent to one third of Utilico's gross assets. Subsequent to 31 December 2007, and following further gains from the market protection strategy Utilico is converting index long put options into index put option spreads partly as a result of high, short term volatility and partly to lock in hedging gains. Utilico has extended the level of currency protection against weakness in the New Zealand dollar and strength in the US dollar against sterling. As at 31 December 2007, Utilico had sold forward currency options to the value of NZ$139.4m against sterling to neutralise currency movements over £51.1m of New Zealand denominated assets, equivalent to 44.2% of the value of Infratil, net of NZ dollar debt. The weakness of the US dollar against sterling over most of the period was beneficial given Utilico's US dollar denominated loans. The dollar rapidly depreciated in early November, with the rate exceeding 2.10 for a period. Against this background, Utilico bought currency options giving the option to sell £27.5m and buy US$56.4m, a rate of 2.053, therefore offering currency downside protection on around 42.0% of the loans outstanding at the period end. Subsequently, the dollar rate has strengthened to below 2.00 and the options are now well in the money. Revenue Returns The revenue returns have increased strongly over the prior period. This has arisen in the main due to stronger revenue income and falling finance costs. Revenue income has increased as a result of rising dividends together with reduced holdings in investments which do not pay a dividend. The annualised revenue yield on the average gross assets to 31 December 2007 was 2.4%, up on year ending 30 June 2007 revenue yield of 2.3%. The finance costs have fallen due to the conversion of the convertible unsecured loan stock into equity, in prior periods their coupon of 3.75% was included in finance costs. The management and administration fees and other expenses were £1.6m representing a total expense ratio of 0.7%, in line with the previous period. Capital Returns The capital returns were modest in the six months. The investment portfolio resulted in losses of £1.4m which were offset by gains on derivative instruments and investment income of £15.1m, these were then reduced by finance costs arising on the ZDPs of £5.0m. The net capital gain to ordinary shareholders was £6.5m. Outlook The rising financial losses being reported by the US financial institutions now looks set to lead the US into recession. Volatility has increased. Against this background, economic activity will slow. While these factors are being priced into the world economies, we are concerned that the defence of these economies by lowering interest rates and increasing market liquidity will result in further stresses to the world economy. In particular, rising inflation looks set to test the resolve of central banks around the world. Against the above background, the world markets have fallen since 31 December 2007; Utilico's NAV has since 31 December 2007 declined by 14.3% to 311.08p as at 12 February 2008. Our investments, with some notable exceptions, continue to make progress. UNAUDITED CONSOLIDATED INCOME STATEMENT Period to 31 December 2007 Revenue Capital Total £'000s £'000s £'000s Gain and losses on investments - (1,359) (1,359) Gains and losses on derivative instruments - 13,171 13,171 Exchange gains and losses 15 (2,351) (2,336) Investment and other income 5,628 1,969 7,597 Total income 5,643 11,430 17,073 Management and administration fees (1,244) 111 (1,133) Other expenses (371) (20) (391) Profit before finance costs and taxation 4,028 11,521 15,549 Finance costs (1,412) (5,020) (6,432) Profit before taxation 2,616 6,501 9,117 Taxation (155) - (155) Profit for the period 2,461 6,501 8,962 Earnings per share (basic) - pence 3.09 8.15 11.24 Earnings per share (diluted) - pence 2.75 7.28 10.03 The total column of this statement represents the Groups Income Statement, prepared in accordance with IFRS. The supplementary revenue return and capital return are both prepared under guidance published by the Association of Investment Companies in the UK. All items in the above statement derive from continuing operations. All income is attributable to the equity holders of the Company. There are no minority interests. UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY for the period to 31 December 2007 Ordinary Share Non- Retained earnings share premium warrant distributable Capital Revenue capital account reserve reserve Reserves reserve Total £'000s £'000s £'000s £'000s £'000s £'000s £'000s Profit for the period - - - - 6,501 2,461 8,962 Issue of ordinary share capital and warrants 7,966 238,030 35,118 - - - 281,114 Issue cost of ordinary share capital - (545) - - - - (545) Conversion of warrants 17 112 (424) 424 - - 129 Balance at 31 December 2007 7,983 237,597 34,694 424 6,501 2,461 289,660 UNAUDITED CONSOLIDATED BALANCE SHEET 31 December 2007 £'000s Non current assets Investments 454,397 Current assets Other receivables 4,708 Derivative financial instruments 32,678 Cash and cash equivalents 11,476 48,862 Current liabilities Bank loans (20,500) Other payables (2,259) Derivative financial instruments (8,753) (31,512) Net current assets 17,350 Total assets less current liabilities 471,747 Non current liabilities Bank loans (46,670) Zero dividend preference shares (135,417) Net assets 289,660 Equity attributable to equity holders Ordinary share capital 7,983 Share premium account 237,597 Warrant reserve 34,694 Non-distributable reserve 424 Capital reserves 6,501 Revenue reserve 2,461 Total attributable to equity holders 289,660 Net asset value per ordinary share Basic - pence 362.87 Diluted - pence 323.05 UNAUDITED CONSOLIDATED CASH FLOW Period to 31 December 2007 £'000s Cash flows from operating activities (63,892) Cash flows from investing activities - Cash flows before financing activities (63,892) Finance activities Equity dividends paid - Net proceeds from borrowings 75,382 Proceeds from warrants exercised 129 Cash flows on issue of ordinary share capital 206 Cash flows from financing activities 75,717 Net increase in cash and cash equivalents 11,825 Cash and cash equivalents at the beginning of the period - Effect of movement in foreign exchange (349) Cash and cash equivalents at the end of the period 11,476 NOTES The Directors have declared an interim dividend in respect of the period ended 31 December 2007 of 2.50p per ordinary share payable on 14 March 2008 to shareholders on the register at close of business on 29 February 2008. The total cost of the dividend, which has not been accrued in the results for the period ended 31 December 2007, is £1,996,000 based on 79,825,388 shares in issue at the date of this report. The Report & Accounts will be posted to shareholders towards the end of February 2008. Copies may be obtained during normal business hours from Exchange House, Primrose Street, London EC2A 2NY. By order of the Board F&C Management Limited, Secretary 19 February 2008 This information is provided by RNS The company news service from the London Stock Exchange
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