Interim Results
Electra Investment Trust PLC
11 May 2001
ELECTRA INVESTMENT TRUST PLC
Interim Results for six months ended 31 March 2001
Highlights
* Net asset value per share of £9.62 as at 31 March 2001 (30 September
2000: £10.85 per share)
* Six month net asset value fall of 11.4% versus FTSE All-Share Index
decline of 10.5%
* Portfolio sales of £133 million for half year to 31 March 2001 (2000:
£202 million), in aggregate over £1.1 billion since 1 March 1999
* Adjusted net asset value per share at 30 April 2001 of £9.79*
* Proposals to return up to a further £150 million of capital to
shareholders via tender offer and updated investment strategy
* The adjusted net asset value at 30 April 2001 is calculated on the basis
of the net asset value at 31 March 2001 adjusted to reflect the purchases
and sales of investments, currency movements and mid market values on that
day in respect of listed investments and unlisted investments where these
are valued by reference to quoted prices.
Key Points of Board's proposals for the future of Electra given to
shareholders on 28 February 2001
* The Board remains committed to its policy of maximising value for
shareholders whilst retaining the existing emphasis on realising
investments
* Tender offer for up to £150 million. Shares will be acquired at a
tender price at the time of the tender, calculated on the same basis as
the adjusted net asset value detailed above, after reflecting the
expenses of the tender offer and certain other adjustments. This would
take the total cash returned to shareholders to £945 million since April
1999
* Adopt a more flexible investment strategy to reflect changed market
conditions and maximise value for shareholders
* Two thirds of future cash flow to be returned over the next three years
via share buy-backs and tender offers (subject to market conditions,
this is expected to be not less than £500 million, inclusive of the £150
million detailed above)
* Balance of cash flow to be invested in private equity opportunities.
Subject to feasibility an investment will be made in Electra Partners'
European management buy-out fund
* Implementation of the tender offer and revised investment strategy will
require shareholders' approval. A circular giving full details is
expected to be posted by the end of May
Brian Williamson, Chairman, said:
'The Board remains committed to its policy of maximising value for
shareholders and of returning the bulk of proceeds from realisations.
Although concerns about a downturn in the global economy have affected the
climate for realisations in the short term, the Board believes that the
updated investment strategy will give the manager greater flexibility to
deliver value, to make limited additions to the portfolio at attractive
prices and to continue to return substantial proceeds to shareholders. This
will enable Electra to continue to maximise value.'
For further information:
Brian Williamson, Chairman, Electra Investment Trust PLC 020 7831 6464
Hugh Mumford, Chief Executive, Electra Partners Limited
Stephen Breslin, Brunswick Group Limited 020 7404 5959
Tricia Parish, Brunswick Group Limited
In relation to the Tender Offer and Revised Investment Strategy:
Jonathan Dawson, Lazard 020 7588 2721
Jon Hack, Lazard
Christopher Smith, Cazenove 020 7588 2828
CHAIRMAN'S STATEMENT
Six Month Review
At 31 March 2001 Electra's net asset value per share was £9.62 compared with
£10.85 at 30 September 2000, a reduction of 11.4%. The FTSE All-Share Index
fell by 10.5% over the same period.
Portfolio sales since the start of the realisation programme in March 1999
now total over £1.1 billion although, as anticipated at the time of the
Annual General Meeting, the rate of realisations has now slowed with
proceeds in the six months to 31 March 2001 of £133 million compared with
£202 million a year earlier.
Whilst the performance of the UK unlisted portfolio has not changed
significantly since 30 September 2000, a number of unlisted investments in
the USA have been affected by a slow down in consumer spending and a more
difficult banking environment. Provisions of £51 million have been made to
reflect difficulties being experienced by companies in the USA and in South
America. In the Far East, whilst the underlying performance of the
businesses remained satisfactory, the stock market values of a number of our
investments have fallen, contributing to the decline in net asset value.
Outlook
The Board believes that the uncertain market conditions will persist for at
least the remainder of the current financial year. Electra's existing
portfolio consists primarily of unlisted securities, a significant number of
which are relatively immature with good potential for added value in the
longer term. As a consequence the Board continues to believe that the
remaining portfolio will deliver significant value provided investments can
be realised on a timely basis when market conditions are more favourable.
Further Tender Offer and Updated Investment Strategy
At the Annual General Meeting held on 28 February 2001 plans were announced
for a further tender offer of up to £150 million, along with amendments to
Electra's investment strategy and changes to the investment management
arrangements. This, the third tender offer in the past two years would, if
fully taken up, bring the total cash returned to shareholders since April
1999 to £945 million. Although the existing emphasis on realising
investments will be retained, market conditions have changed and the Board
considers that a more flexible strategy is required to maximise the value of
the remaining portfolio. The Board intends that at least two-thirds of
future cash flow from the existing portfolio will be returned over the next
three years via a combination of share buy-backs and regular tender offers.
Subject to market conditions, this is not expected to be less than £500
million, inclusive of the £150 million detailed above. The remaining cash
flow will provide funding for private equity opportunities.
Full details of the proposed tender offer and updated investment strategy
will be set out in a Circular which is expected to be despatched by the end
of May.
The Future
The Board remains committed to its policy of maximising value for
shareholders and of returning the bulk of proceeds from realisations.
Although concerns about a downturn in the global economy have affected the
climate for realisations in the short term, the Board believes that the
updated investment strategy will give the manager greater flexibility to
deliver value, to make limited additions to the portfolio at attractive
prices and to continue to return substantial proceeds to shareholders. This
will enable Electra to continue to maximise value.
Brian Williamson - Chairman 10 May 2001
Portfolio Analysis
Overall Portfolio Changes
Summary of Changes to Overall Portfolio
Six months ended 31 March 2001
Valuation Valuation
at 30 Net capital at 31 March
Sept 2000 Purchases Sales depreciation 2001
£'000 £'000 £'000 £'000 £'000
__________________________________________________________________________
Unlisted 965,917 50,848 (129,184) (70,967) 816,614
Listed 50,163 - (3,384) (9,527) 37,252
__________________________________________________________________________
Total 1,016,080 50,848 (132,568) (80,494) 853,866
Portfolio
__________________________________________________________________________
At 31 March 2001, Electra's investment portfolio was valued at £854 million
compared to a valuation of £1,016 million at 30 September 2000. At the end
of the period, 67% of the portfolio was invested in Europe, 24% in North
America, 6% in Asia and India and 3% in South America. Of the total
portfolio 96% was classified as unlisted.
During the six month period, new investment amounted to £51 million and
sales from the portfolio amounted to £133 million resulting in a net
disinvestment of £82 million. In terms of capital performance, the
portfolio valuation declined in aggregate by £80 million, a reduction of
7.9%.
PORTFOLIO
New Investments
In accordance with the existing investment policy, new investments in the
period were restricted to commitments outstanding at April 1999 and to
investments made to enhance or protect the value of existing portfolio
companies. Commitments which remain outstanding from April 1999 relate
mainly to private equity funds. In the period these gave rise to further
drawdowns from Electra of £7 million. At 31 March 2001, £35 million of
commitments remained outstanding in respect of private equity funds.
The most significant investment was made in Newmond where £23.7 million was
invested as part of the merger of Newmond with the Baxi boiler business, a
merger which has created one of the largest boiler businesses in Europe with
a significant presence in the UK, France and Germany. Newmond, which
subsequently changed its name to Baxi, has 7,500 employees and annual sales
of £750 million. A significant investment was also made in Swifty Serve
where Electra subscribed £6.6 million as part of a financing to acquire
additional sites within the company's targeted expansion area.
In total £51 million of unlisted investments were added to the portfolio
during the period.
Realisations
Realisations from the portfolio for the six months amounted to £133 million.
This included £76 million from the sale of unlisted securities, £17 million
from the sale of listed securities, £27 million of proceeds from private
equity funds and £13 million from other sources, including a payment of £8
million by Electra Partners as part of the consideration for the purchase of
the management company.
Sales of unlisted securities included the outright disposal of eight
portfolio companies, six in Europe and two in the USA. By far the most
significant sales were those of Security Printing & Services and of Guala
Closures. Security Printing & Services was sold to a financial buyer for
proceeds of £28 million compared to a valuation of the company at 30
September 2000 of £15.5 million. Guala Closures was also sold to a
financial buyer for total proceeds of £15 million. This sale had been
anticipated in the 30 September 2000 valuation but compared to a valuation
six months previously of £4.9 million.
Performance
During the six months to 31 March 2001 the capital performance of the
portfolio was adversely affected by the decline in stock markets and the
uncertain economic outlook, particularly in the USA and the Far East. Over
the period the portfolio recorded a net decrease in valuation of £80
million, or 7.9% of the opening portfolio. Of the net decrease in
valuation, £35 million was attributable to investments in the USA, £48
million was attributable to investments in Asia and South America and there
was a net increase in the valuation of investments in the UK and Europe of
£3 million.
£52 million of the net capital depreciation of the portfolio arose from
securities valued by reference to quoted market prices. These included
reductions in value of Locus by £18 million and Moser Baer by £17 million,
both effectively restricted stock.
Profits realised on the sale of investments contributed £15 million to the
portfolio performance and included a gain of £12.5 million on the sale of
Security Printing & Services. Realised profits were however offset by a £44
million reduction in unrealised appreciation of unlisted securities. Full
provision was made against the investment in Supervia resulting in a
decrease in value of £14.1 million. Supervia operates the commuter rail
network in Rio de Janeiro and the provision was made as no conclusion had
been reached with regard to a capital refinancing, without which the current
franchise is unlikely to be continued. Other provisions of significance
were made against the investment in Swifty Serve (£6.6 million) where
profits were impacted by the sudden rise in fuel prices in the last quarter
of 2000, and against the investment in Leiner (£6.3 million), the latter to
reflect trading uncertainty caused by an anti-trust case involving suppliers
to Leiner.
Largest Valuation Changes
Increase/
Company £'000 (decrease) %
Security Printing & Services 12,474 80.5
Media Partners 6,292 94.2
Zensar Technologies (6,238) (62.9)
Leiner (6,261) (27.4)
Swifty Serve (6,576) (16.0)
Supervia (14,069) (100.0)
Moser Baer (17,172) (43.1)
Locus (17,912) (58.0)
Outlook
The realisation phase has now been in place for a period of just over two
years. By 31 March 2001 proceeds of £1,104 million had been received from
portfolio sales, an amount equivalent to 81% of the valuation of the
portfolio at the commencement of the realisation process.
Initially the environment for disposals was favourable but market conditions
changed as a result of the worldwide decline in stock markets and the
uncertain outlook for the major economies, particularly that of the USA.
This has led to a sharp decline in the activity of financial buyers who have
provided the most significant exit routes for Electra's portfolio
companies. As a result the rate of realisations has slowed, particularly in
the last quarter, and it appears likely that the uncertain market conditions
will persist for at least the remainder of the current financial year.
The remaining portfolio consists primarily of unlisted securities, a
significant number of which are relatively immature with good potential for
added value in the longer term. As a consequence we continue to believe that
the remaining investments in the portfolio will deliver significant value
provided they can be realised on a timely basis when market conditions are
more favourable.
Consolidated Statement of Total Return (unaudited)
(incorporating the Revenue Account)
For the six 2001 2000
months ended 31 Revenue Capital Total Revenue Capital Total
March £'000 £'000 £'000 £'000 £'000 £'000
___________________________________________________________________________
Gains /(losses)
on investments:
Realised - 15,193 15,193 - 77,234 77,234
Unrealised - (106,543) (106,543) - 151,728 151,728
Gains/(losses)
on revaluation
of
Foreign
currencies:
Realised - (4,923) (4,923) - (373) (373)
Unrealised - (3,415) (3,415) - 56 56
___________________________________________________________________________
- (99,688) (99,688) - 228,645 228,645
Income of the
investment trust 7,528 - 7,528 8,781 - 8,781
Income of
subsidiary
undertakings 159 - 159 6,465 - 6,465
Priority profit
share paid to
general partners (8,000) - (8,000) (15,176) - (15,176)
Other expenses (690) - (690) (4,175) - (4,175)
___________________________________________________________________________
Net Return
before Finance
Costs and
Taxation
(1,003) (99,688) (100,691) (4,105) 228,645 224,540
Interest payable
and similar
charges (5,783) - (5,783) (6,986) - (6,986)
___________________________________________________________________________
Return on
Ordinary
Activities
before Taxation (6,786) (99,688) (106,474) (11,091) 228,645 217,554
Taxation on
ordinary
activities - - - - - -
___________________________________________________________________________
Return to
Shareholders (6,786) (99,688) (106,474) (11,091) 228,645 217,554
Exchange
differences
arising on
consolidation
174 6,959 7,133 209 4,878 5,087
___________________________________________________________________________
Net Transfers
(from)/to
Reserves for the
Period
(6,612) (92,729) (99,341) (10,882) 233,523 222,641
___________________________________________________________________________
Return to
Shareholders per
Ordinary Share (8.42p) (123.90p) (132.32p) (10.68p) 220.15p 209.47p
___________________________________________________________________________
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 31 March 80,459,959 103,859,120
__________________________________________________________________________
Consolidated Balance Sheet (unaudited)
As at 31 March 2001 As at 31 March 2000
£'000 £'000 £'000 £'000
_________________________________________________________________________
Fixed Assets
Investments:
Unlisted 816,614 1,127,073
Listed 37,252 142,500
_________________________________________________________________________
853,866 1,269,573
_________________________________________________________________________
Current Assets
Debtors 36,823 36,356
Investments 2,856 24,547
Cash at bank and in hand 27,391 9,332
_________________________________________________________________________
67,070 70,235
_________________________________________________________________________
Current Liabilities
Creditors: amounts falling
due within one year 26,915 11,974
_________________________________________________________________________
Net Current Assets 40,155 58,261
_________________________________________________________________________
Total Assets less Current
Liabilities 894,021 1,327,834
Creditors: amounts falling
due after more than one
year
120,232 117,733
_________________________________________________________________________
Net Assets 773,789 1,210,101
_________________________________________________________________________
Capital and Reserves
Called-up share capital 20,115 25,965
Share premium 24,147 24,147
Capital redemption 23,160 17,310
Realised capital profits 810,673 873,820
Unrealised capital profits (113,416) 236,618
Revenue profits 9,110 32,241
_________________________________________________________________________
753,674 1,184,136
_________________________________________________________________________
Total Equity Shareholders'
Funds 773,789 1,210,101
_________________________________________________________________________
Net asset value per
ordinary share of 25p 961.71p 1,165.14p
_________________________________________________________________________
Reconciliation of Total Shareholders' Funds (unaudited)
For the six months ended 31 March 2001 2000
£'000 £'000
_________________________________________________________________________
Total Return (106,474) 217,554
Exchange differences arising on
consolidation 7,133 5,087
Repurchase of own shares (887) -
Nominal value of own shares purchased (25) -
_________________________________________________________________________
Movements in Total Shareholders' Funds (100,253) 222,641
Total Shareholders' Funds at 1 October 874,042 987,460
_________________________________________________________________________
Total Shareholders' Funds at 31 March 773,789 1,210,101
_________________________________________________________________________
Consolidated Cash Flow Statement (unaudited)
For the six months ended 31 2001 2000
March £'000 £'000 £'000 £'000
_______________________________________________________________________
Operating Activities
Franked investment income 750 -
Unfranked investment income 2,844 1,069
Partnership income 5 8
Interest income 778 606
Other income 255 153
Expenses (8,912) (13,364)
_______________________________________________________________________
Net Cash Outflow from
Operating Activities (4,280) (11,528)
_______________________________________________________________________
Returns on Investments and
Servicing of Finance
Interest paid
(9,000) (6,986)
_______________________________________________________________________
Net Cash Outflow from
Returns on Investments and
Servicing Finance (9,000) (6,986)
_______________________________________________________________________
Taxation Repaid/(Paid)
Corporation tax 1,871 (2,032)
_______________________________________________________________________
Total Taxation Repaid/(Paid) 1,871 (2,032)
_______________________________________________________________________
Capital Expenditure and
Financial Investment
Purchases of investments (50,846) (73,045)
Sales of investments 147,814 233,592
_______________________________________________________________________
Net Cash Inflow from Capital
Expenditure and Financial
Investment 96,968 160,547
_______________________________________________________________________
Net Cash Inflow before
Management of Liquid
Resources and Financing 85,559 140,001
_______________________________________________________________________
Management of Liquid
Resources Financing 38,896 (2,500)
Bank loans drawn 25,000 67,182
Bank loans repaid (150,398) (242,332)
Loans received - 4,873
Repurchase of own shares (912) -
_______________________________________________________________________
Net Cash Outflow from
Financing (126,310) (170,277)
_______________________________________________________________________
Decrease in Cash in the
Period (1,855) (32,776)
_______________________________________________________________________
Reconciliation of Net Cash
Flow to Movement in Net Debt
Decrease in cash in the
period (1,855) (32,776)
Cash outflow from debt
financing 125,398 175,150
Cash (inflow)/outflow from
change in liquid resources
(38,896) 2,500
_______________________________________________________________________
86,502 177,650
_______________________________________________________________________
Change in Net Debt resulting
from Cash Flows 84,647 144,874
Translations difference (8,334) (4,494)
_______________________________________________________________________
Movement in Net Debt 76,313 140,380
Net debt brought forward (169,154) (248,781)
_______________________________________________________________________
Net Debt carried forward (92,841) (108,401)
_______________________________________________________________________