Final Results

Electra Investment Trust PLC 19 December 2001 EMBARGOED UNTIL 07:00 AM, 19 DECEMBER 2001 ELECTRA INVESTMENT TRUST PLC Preliminary Results for Year ended 30 September 2001 * Net asset value per share of £8.30 as at 30 September 2001 (2000: £10.85 per share) * 5.5% increase in net asset value per share since start of controlled realisation of portfolio in March 1999 compared with decline of 17% in FTSE All-Share Index * Further £150m returned to shareholders via tender offer in June 2001 totalling £945m returned to shareholders since 1999 * Adoption of a more flexible investment strategy, reflecting change in market conditions, approved by shareholders * Unaudited net asset value per share of £8.55 at 30 November 2001 Commenting on the results, Sir Brian Williamson, Chairman of Electra Investment Trust, said: 'The Trust's performance in 2001 was affected by the general uncertainty surrounding world markets and the level of realisations achieved was significantly below that of the previous year. Nevertheless, we were still able to return another £150m to shareholders continuing our policy of maximising returns. I am confident that we will be able to add value to the portfolio by taking advantage of favourable buying opportunities. At the same time we will be realising investments to enable appropriate levels of cash to be returned to shareholders.' For further information: Sir Brian Williamson, Electra Investment Trust PLC 020 78316464 (Chairman) Hugh Mumford, Electra Partners Limited 020 7831 6464 (Chief Executive) Stephen Breslin, Brunswick Group Limited 020 7404 5959 Notes to Editors: Electra - Background to Recent Changes Since the listing of Electra in 1976, the Company has specialised in investing in the private equity market. This resulted from the belief that superior returns could be generated from investing in private equity through the structure of an investment trust. Between 1976 and 2001 Electra invested over £3,000 million in private equity investments and, inclusive of a capital injection of £32 million, Electra's assets grew from £58 million in February 1976 to £1,145 million by 30 September 1998, the financial year end immediately preceding the hostile takeover bid for Electra in 1999. This bid failed when shareholders voted in favour of a scheme which involved the controlled realisation of the portfolio over a five year period. New investment was restricted to existing portfolio companies. Since the start of the realisation programme in March 1999, Electra has returned £945 million to shareholders, only £30 million less than the stock market value of Electra immediately before the announcement of the takeover bid. Over the same period, £296 million has been invested and £1,138 million has been realised from the portfolio. In June 2001 shareholders approved proposals which retained the emphasis on realising investments but allowed Electra to continue as an investment vehicle, albeit on a smaller scale. This achieved the objective of catering for those shareholders who wished to retain an investment exposure to private equity. This more flexible investment strategy provides for at least two thirds of future cash flow to be returned to shareholders with the balance to be invested in private equity investments. At the same time, shareholders authorised the Board to review this strategy again in 2004. Net Asset Value Per Share 30 September 2001 30 September 2000 30 November 2001 ______________________________________________________________________________ Adjusted net 829.52p 1084.96p 855.47p asset value per share Decrease since 30 23.5% September 2000 Decrease in FTSE 22.7% All-Share Index since 30 September 2000 The unaudited adjusted net asset value per share at 30 November 2001 was 855.47p, reflecting purchases and sales of investments, currency movements and changes in value of listed securities. The unlisted portfolio was not revalued at 30 November 2001 except where securities were valued by reference to quoted prices. A copy of the Chairman's Statement, Unlisted Portfolio Review and the Preliminary Announcement are attached. CHAIRMAN'S STATEMENT Overview Electra has been an investor in private equity for over 25 years. Over this period and through different economic cycles unlisted investments have been purchased and sold at attractive prices. Timing is important and in the two years to March 2001 shareholders have benefited from realising investments in a buoyant market and by keeping new investment to a minimum. In the present environment and having regard to the significant sums already returned to shareholders, the Board's primary task is to protect and enhance the value of the remaining portfolio to ensure that Electra is in a position to benefit from sales opportunities which will arise as the economic outlook improves. The Year to 30 September 2001 The year to 30 September 2001 saw the third Tender Offer and approval by shareholders of a change of investment policy. In June 2001 a Tender Offer of £150 million took place bringing the total cash returned to shareholders to £945 million since the start of the controlled realisation process in 1999. The most recent tranche bought in totalled 15.2 million shares representing 18.93% of the shares in issue prior to the Tender Offer. Together with a market purchase of 100,000 shares in March 2001, this reduces the total number of shares in issue from 173.1 million at the start of the process in March 1999 to 65.2 million at 30 September 2001. The June Extraordinary General Meeting which approved the Tender Offer also endorsed the adoption of a more flexible investment strategy to reflect changed market conditions and maximise value for shareholders. Under this strategy two thirds of future cash flow will be returned over the next three years via share buy-backs and tender offers. Dependent upon market conditions, a further £350 million is expected to be returned by June 2004. Subject to maintaining appropriate levels of gearing, the balance of cash flow will be invested in follow-on investments in existing portfolio companies, in investment funds managed by Electra Partners and in other private equity investment opportunities identified by Electra Partners. Results At 30 September 2001 the net asset value per share was £8.30 compared with £10.85 at 30 September 2000, a decline of 23.5%. The FTSE All-Share Index declined by 22.7% over the year although comparison with the Index, whilst convenient, does not reflect the cash extracted from the portfolio during the year. In the period since March 1999 the Index declined by 17% while Electra's net asset value per share increased by 5.5%. The larger UK investments in the portfolio are performing well although provisions have been made against a number of investments, particularly in the United States, to reflect the tougher commercial environment for these companies. Full details are included in the Manager's Review. Realisations In last year's Statement it was reported that the realisation process was well ahead of our expectations although the rate of future disposals would depend upon a number of factors. The first two years of our realisation programme were characterised by improved ratings for smaller listed companies and a strong demand for unlisted investments. Portfolio sales of over £1.1 billion were achieved during this period. This year realisations from the investment portfolio amounted to £167 million, significantly less than sales of £483 million in the previous year with the major portion being achieved in the first six months. Many of the portfolio sales were to financial buyers who have funded purchases through bank borrowings which are now less readily available as lending banks tackle the problem of non-performing loans. Until the banking and general economic environment improves, prices of unlisted investments are likely to remain weak. Consequently, and to ensure that full value is extracted from the portfolio, it is probable that realisations will be concentrated in the second half of the next three years. This will, in turn, influence the timing of further returns of capital to shareholders. New Investments The last few years have seen high prices being paid for new unlisted investments and Electra invested at a modest level during this period. The change in economic outlook has contributed to a more realistic pricing of new deals and we anticipate this position will remain for some time. Under the revised investment strategy new investments will only be funded from realisation proceeds or increased bank borrowings. Before entering into new investment commitments the Board will review Electra's own borrowing covenants and the level of bank debt in portfolio companies. Since 30 September 2001 Electra has committed to invest in the Electra Partners' European Fund. The investment was acquired from investors in that Fund on standard commercial terms approved by the Board. Dividends Under the current investment policy the Board believes it is inappropriate to consider dividend payments while Electra continues to utilise bank facilities to fund returns of capital to shareholders. No dividend is therefore proposed in respect of the year ended 30 September 2001. The Board Sir Michael Pickard, who becomes 70 next year, has indicated his intention to retire from the Board at the end of the financial year in September 2002. He joined the Board in 1989 and has consistently supported it with sound advice and experience. I am personally grateful to him for acting as the Senior Independent Director. Peter Williams, who has been a Director since 1994 has agreed to undertake this role from October 2002. Electra Partners In line with the change of investment strategy, Electra Partners were re-appointed in June 2001 under new contractual arrangements to manage the investments of Electra on a discretionary basis in accordance with the investment policy determined by the Board. At the same time revisions to the existing management incentive arrangements were approved by shareholders. The Future I am pleased that in June this year shareholders gave approval for new investments to be made in line with Electra's revised investment policy. Electra Partners has had a successful record of managing Electra's portfolio. I am confident that the investment team will be able to add future value to Electra's portfolio by taking advantage of favourable buying opportunities. At the same time they will be realising investments to enable appropriate levels of capital to be returned to shareholders. PORTFOLIO ANALYSIS Overall Portfolio Changes Summary of Changes to Overall Portfolio Year ended 30 September 2001 Valuation Valuation at 30 Sept New Net capital at 30 2000 investment Sales depreciation Sept 2001 £'000 £'000 £'000 £'000 £'000 ______________________________________________________________________________ Unlisted 965,917 66,530 161,679 (151,868) 718,900 Listed 50,163 332 5,237 (24,492) 20,766 ______________________________________________________________________________ Total 1,016,080 66,862 166,916 (176,360) 739,666 Portfolio ______________________________________________________________________________ At 30 September 2001, Electra's investment portfolio was valued at £740 million compared to a valuation of £1,016 million twelve months earlier. During the year, the changes in the portfolio continued to reflect the realisation strategy adopted by the Board in March 1999. Realisations from the portfolio amounted to £167 million which, after deducting purchases of £67 million, meant that over the year there was a net divestment from the portfolio of £100 million. Cumulative realisations since 1 March 1999 have now reached a total of £1,138 million or 84% of the value of the portfolio at that date. During the same period, investments in portfolio companies and other commitments have totalled £296 million or 26% of the amount realised. At 30 September 2001, 73% of the portfolio was invested in direct unlisted investments, 13% was invested in companies which were listed, but which for the most part had restrictions on sale, and 14% was invested in private equity funds. In terms of geographical spread, 69% was invested in Europe, 22% in North America, 6% in Asia and 3% in South America. Outlook Over the last twelve months conditions in the financial markets have changed significantly, as evidenced by declining stock market valuations and the marked fall in the level of merger and acquisition activity. Reflecting these changes, the rate of realisations has slowed considerably. Moreover, under current market conditions, exit valuations are unlikely to be attractive and consequently a realisation in the current market would not maximise value. Looking forward, we believe that realisations from the unlisted portfolio will remain at the current reduced level for at least the next twelve months and possibly longer. However, advantage will continue to be taken of opportunities to realise investments where special circumstances enable a favourable realisation to be made, as illustrated recently by the sale of Merlin Communications. The portfolio includes a significant proportion of high quality investments where operating profits are improving and further opportunities remain to increase value through the repayment of debt and other courses of action. The portfolio also contains several recovery situations where investments have been written down to a low valuation but which could realise substantial value in the future if existing plans to effect turnarounds are successful. In the longer term therefore, the potential exists for generating substantial cash returns, particularly in view of the benefits arising from lower interest rates in a portfolio with significant underlying leverage. In the meantime, opportunities to add new investments at a favourable point in the investment cycle will be taken to the extent that cashflow permits. UNLISTED PORTFOLIO REVIEW New Investments Until the EGM held in June 2001, new investments were restricted to commitments outstanding at April 1999 and to investments made to enhance or protect the value of existing portfolio companies. During the year investments of £66.5 million were made under these arrangements. Of these investments, £11.7 million was invested in respect of commitments to private equity funds, £46.3 million was made to enhance the value of existing portfolio companies and £8.5 million was made to provide financial support to six portfolio companies. The most significant investment made by Electra involved a transaction whereby Newmond, an existing portfolio investment, acquired Baxi in a secondary buy-out. This transaction produced a number of benefits for the combined entities (now renamed Baxi) and created one of the largest heating manufacturers in Europe with annual sales in excess of £700 million. Other investments of note included £9.6 million in Swifty Serve and £2.5 million in Invicta, both to provide expansion capital. In addition £2.9 million was invested in Heath Lambert to secure new financing arrangements. Following the EGM the restriction on investment has been modified to permit new portfolio investments and investment in new situations will be limited to a maximum of one third of cashflow from realisations. In view of the cash required for the most recent share buy-back, no new investments were made during the year under these revised proposals. It is envisaged that future investments will be made in existing portfolio companies and also in funds managed by Electra Partners and in other private equity opportunities generated by Electra Partners. In December 2001 under these new arrangements, Electra made a euro30 million commitment to the Electra Partners' European Fund. Realisations Realisations from the unlisted portfolio amounted to £162 million in the year to 30 September 2001. In the Circular to shareholders issued in May 2001 it was stated that the market for the realisation of portfolio companies had changed leading to a slowdown in the rate of sales from the portfolio. This was clearly illustrated by the fact that the sales achieved in the year were less than half the amount realised in the previous year. Moreover, sales in the first half of the year totalled £129 million, whereas sales in the second half declined to £33 million. The worldwide fall in stock markets contributed to this slowdown in activity although the main factor impacting upon our realisation programme resulted from changes in the banking market. Over the past two years, the majority of investments realised from the portfolio have been sold to financial buyers. Recently the activity of financial buyers has been materially affected by the fall in bank lending multiples. This in turn has led to a reduction in the prices offered and fewer transactions being completed. In the light of these conditions, realisations of £162 million from the portfolio represented reasonable progress. £102 million was received from the sale of unlisted companies, £30 million from the sale of previously restricted securities and £30 million of capital was returned from private equity funds. As mentioned in the Interim Report the largest disposals included Security Printing & Services and Guala Closures, which realised £28 million and £15 million respectively. Although market conditions have been unfavourable for realisations, progress continues to be made in exploiting opportunities where portfolio investments can be realised at reasonable values. Subsequent to the year end Electra disposed of its interest in Fairbridge Estates for £11.6 million and in November sold its investment in Merlin Communications to Vosper Thornycroft for £15.9 million. This latter sale had been anticipated in the September 2001 valuation but compared to a portfolio valuation six months previously of £4.1 million. Merlin Communications thus realised almost four times the carrying value in the portfolio immediately prior to the offer being received. Performance The year to 30 September 2001 proved to be a period of rapidly changing market conditions. Stock markets fell, the USA and Far Eastern economies continued to weaken and conditions in the banking market tightened despite the fall in interest rates. Against this background the unlisted portfolio recorded a net decrease in valuation of £152 million, or 15.7% of the opening valuation. Profits realised on the sale of investments contributed £21 million to the performance of the year. This was offset by a fall in the value of listed but restricted stocks of £55 million and a reduction in unrealised appreciation of £118 million. Investments realised from the portfolio during the year continued to show significant uplifts over book value. In the case of direct unlisted investments, the aggregate proceeds from sale exceeded the total carrying value of the investments by 36%. As noted above, the sale of Merlin after the year end realised proceeds of approximately four times the book value at 31 March 2001. The fall in value of the restricted listed stocks was primarily due to Moser Baer, Locus and Zensar Technologies which declined by £48.5 million in aggregate. Since the year end, the share prices of all these stocks have shown some recovery and by the end of November had increased by £12 million in value. Unrealised appreciation was increased by £38 million over the year through the upward revaluation of 15 portfolio companies and decreased by £150 million as a result of the downward revaluation of 29 portfolio companies. The largest increases related to Merlin (£11.8 million) reflecting the sale shortly after the end of the financial year and to Safety-Kleen Europe where the investment was revalued for the first time since its acquisition three years previously. Decreases in the value of investments resulted from falling price earnings multiples used to value investments, decreased earnings of certain portfolio investments and provisions required to reflect the particular circumstances of individual investments. The valuation of Swifty Serve was reduced by £29.0 million as a result of a decline in earnings caused by the volatility of petrol prices in the USA. £16.6 million was provided against the value of International Garden Products where earnings had been impacted by the poor weather at the beginning of the current year. As mentioned in the Interim Report, a full provision of £14.1 million was made against the investment in Supervia pending a financial restructuring. Whilst this restructuring has not yet been finalised, considerable progress has been made in bringing this process to a successful conclusion. The investment in KTI was written down, as anticipated new orders from its principal customers in the airline industry did not materialise. Another significant provision related to the investment in Inchcape Shipping Services, which was required to reflect the uncertainty created by the bankruptcy of one of its largest customers. While the unlisted portfolio showed a marked decline in value over the financial year, a large part of this related to investments in the USA and the Far East where economic conditions have been most difficult. In the UK, most of the larger investments have shown good growth in operating earnings and continue to make sound progress. Largest Valuation Changes Company £'000 Increase/(decrease) % ________________________________________________________________________ Security Printing & Systems 12,474 80.5 Merlin Communications 11,774 288.1 Inchcape Shipping Services (13,185) (75.0) Knowledge Technologies International (13,994) (96.3) Supervia (14,069) (100.0) International Garden Products (16,556) (75.3) Moser Baer (18,637) (46.7) Locus (22,697) (73.5) Swifty Serve (29,047) (66.0) Consolidated Statement of Total Return (incorporating the Revenue Account) For the year ended 30 September 2001 2000 Revenue Capital Total Revenue Capital Total £'000 £'000 £'000 £'000 £'000 £'000 ______________________________________________________________________________ Gains/(losses) on investments: Realised - 15,553 15,553 - 168,832 168,832 Unrealised - (177,456) (177,456) - (2,188) (2,188) (Losses)/gains on revaluation of foreign currencies: Realised - (7,844) (7,844) - (8,414) (8,414) Unrealised - 5,096 5,096 - (1,434) (1,434) ______________________________________________________________________________ - (164,651) (164,651) - 156,796 156,796 Income of the 24,317 - 24,317 23,223 - 23,223 investment trust Net(expenses)/ (587) - (587) 4,424 - 4,424 income of subsidiary undertakings Expenses: Priority profit share (14,129) - (14,129) (19,978) - (19,978) paid to general partners Management fee - - - (3,946) - (3,946) Other expenses (5,768) - (5,768) (6,862) - (6,862) Reversal of (11,020) - (11,020) (2,803) - (2,803) income accruals ______________________________________________________________________________ Net Return before Finance (7,187) (164,651) (171,838) (5,942) 156,796 150,854 Costs and Taxation Interest payable and (10,346) - (10,346) (13,522) - (13,522) similar charges ______________________________________________________________________________ Return on Ordinary (17,533) (164,651) (182,184) (19,464) 156,796 137,332 Activities before Taxation Taxation on - - - - - - ordinary activities ______________________________________________________________________________ Return on Ordinary Activities (17,533) (164,651) (182,184) (19,464) 156,796 137,332 after Taxation and Transfers from Reserves for the Year Exchange differences 30 885 915 714 9,099 9,813 arising on consolidation ______________________________________________________________________________ Net Transfers (from)/to (17,503) (163,766) (181,269) (18,750) 165,895 147,145 Reserves for the Year ______________________________________________________________________________ Return to Shareholders (22.98p) (215.81p) (238.79p) (19.85p) 159.88p 140.03p per Ordinary Share ______________________________________________________________________________ The amounts dealt with in the Consolidated Statement of Total Return are all derived from continuing activities. 2001 2000 Number of Ordinary Shares in issue at 30 September 65,231,533 80,559,959 Consolidated Balance Sheet As at 30 Sept 2001 As at 30 Sept 2000 £'000 £'000 £'000 £'000 ______________________________________________________________________________ Fixed Assets Investments: Unlisted 718,900 965,917 Listed 20,766 50,163 ______________________________________________________________________________ 739,666 1,016,080 Current Assets Debtors 41,228 50,601 Investments 1,867 3,293 Cash at bank and in 5,155 67,342 hand ______________________________________________________________________________ 48,250 121,236 ______________________________________________________________________________ Current Liabilities Creditors: amounts 7,478 26,778 falling due within one year ______________________________________________________________________________ Net Current Assets 40,772 94,458 ______________________________________________________________________________ Total Assets less 780,438 1,110,538 Current Liabilities Creditors: amounts 239,328 236,496 falling due after more than one year ______________________________________________________________________________ Net Assets 541,110 874,042 ______________________________________________________________________________ Capital & Reserves Called-up share 16,308 20,140 capital Share premium 24,147 24,147 Capital redemption 26,967 23,135 reserve Realised capital 660,322 745,332 profits Unrealised capital (184,853) 45,566 (losses)/profits Revenue reserve (1,781) 15,722 ______________________________________________________________________________ 524,802 853,902 ______________________________________________________________________________ Total Equity 541,110 874,042 Shareholders' Funds ______________________________________________________________________________ Net Asset Value per 829.52p 1,084.96p Ordinary Share of 25p ______________________________________________________________________________ Reconciliation of Total Shareholders' Funds Year to 30 Sept 2001 Year to 30 Sept 2000 £'000 £'000 ______________________________________________________________________________ Total Return (182,184) 137,332 Exchange differences arising 915 9,813 on consolidation Repurchase of own shares (147,831) (254,738) Nominal value of own shares (3,832) (5,825) repurchased ______________________________________________________________________________ Movements in Total Equity (332,932) (113,418) Shareholders' Funds Total Equity Shareholders' 874,042 987,460 Funds at 1 October ______________________________________________________________________________ Total Equity Shareholders' 541,110 874,042 Funds at 30 September ______________________________________________________________________________ Consolidated Cash Flow Statement For the year ended 30 September 2001 2000 £'000 £'000 £'000 £'000 ______________________________________________________________________________ Operating Activities UK dividend income 6,339 4,911 Unfranked investment 16,114 8,578 income Partnership income - 9 Interest income 1,272 2,134 Other income 456 296 Expenses (30,074) (30,293) ______________________________________________________________________________ Net Cash Outflow from (5,893) (14,365) Operating Activities ______________________________________________________________________________ Returns on Investments and Servicing of Finance Interest paid (13,945) (10,938) ______________________________________________________________________________ Net Cash Outflow from Returns on Investments (13,945) (10,938) and Servicing of Finance ______________________________________________________________________________ Taxation Paid Corporation tax 3,325 4 ______________________________________________________________________________ Total Taxation Repaid 3,325 4 ______________________________________________________________________________ Capital Expenditure and Financial Investment Purchases of (75,960) (140,691) investments Sales of investments 184,265 490,675 ______________________________________________________________________________ Net Cash Inflow from Capital Expenditure and 108,305 349,984 Financial Investment ______________________________________________________________________________ Acquisitions and Disposals Sale of subsidiary and - 20,500 associated undertakings ______________________________________________________________________________ Net Cash Inflow before Management of Liquid 91,792 345,185 Resources and Financing ______________________________________________________________________________ Management of Liquid 43,504 46,304 Resources Financing Bank loans drawn 282,261 367,818 Bank loans repaid (283,899) (423,786) Loans advanced (2,399) (973) Repurchase of own (151,663) (254,738) shares ______________________________________________________________________________ Net Cash Outflow from (155,700) (311,679) Financing ______________________________________________________________________________ (Decrease)/Increase in (20,404) 79,810 Cash in the Year ______________________________________________________________________________ Reconciliation of Net Cash Flow to Movement in Net Debt (Decrease)/increase in (107,412) 79,810 cash in the year Cash inflow from debt 1,638 55,968 financing Cash inflow/(outflow) 43,504 (46,304) from change in liquid resources ______________________________________________________________________________ 45,142 9,664 ______________________________________________________________________________ Change in Net Debt (62,270) 89,474 Resulting from Cash Flows Translations difference (2,749) (9,847) ______________________________________________________________________________ Movement in Net Debt (65,019) 79,627 Net debt brought (169,154) (248,781) forward ______________________________________________________________________________ Net Debt carried (234,173) (169,154) forward ______________________________________________________________________________ The figures and financial information for the year ended 30 September 2001 do not constitute the statutory financial statements for that year. Those financial statements have not yet been delivered to the Registrar, nor have the Auditors yet reported on them. The figures and financial information for the year ended 30 September 2000 do not constitute the statutory financial statements for that year. Those financial statements have been delivered to the Registrar and included the Auditors' Report which was unqualified and did not contain a statement under either section 237(2) or section 237(3) of the Companies Act 1985. The Report and Accounts will be sent to shareholders in late January 2002 and will thereafter be available from the Company's registered office at 65 Kingsway, London WC2B 6QT. The Annual General Meeting will be held on Monday 4 March 2002 in the Keats and Milton Meeting Rooms at the Kingsway Hall Hotel, Great Queen Street, London WC2B 5BX at 12.00 noon.
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