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) _______________________________________________________________________
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