Interim Results & Tender Offer Up to £250m

Electra Investment Trust PLC 24 May 2000 ELECTRA INVESTMENT TRUST PLC Interim Results for six months ended 31 March 2000 and Tender Offer for up to £250m Highlights * Net asset value per share of £11.65 as at 31 March 2000 (1999: £9.51 per share) * Six month net asset value up 22.5% versus FTSE All-Share Index (+10.1%) and FTSE SmallCap Index (+25.1%) * Portfolio sales during period realised £202m * Strong performance from the listed portfolio up 45.9% * Net bank borrowings reduced to £30m as at 19 May 2000 * Adjusted net asset value per share at 22 May 2000 of £10.76 The adjusted net asset value at 22 May 2000 is calculated on the basis of the net asset value at 31 March 2000 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. A number of Electra's investments which are quoted, or are valued by reference to quoted prices, have experienced significant share price volatility in recent months. This volatility is reflected in the adjusted net asset value at 22 May 2000 which has been affected by the fall in the prices of a number of technology stocks. Tender Offer for up to £250m * Shares will be acquired at the Tender Price which will be calculated on 27 June 2000 on the same basis as the adjusted net asset value detailed above after reflecting the expenses of the Tender Offer * Shareholders will be entitled to have a basic entitlement expressed as a percentage of their holdings repurchased under the Tender Offer. Shareholders will also be able to request the repurchase of additional shares, but such requests will only be satisfied, on a pro rata basis, to the extent that other shareholders do not tender their basic entitlement * For the purposes of illustration, if the calculations for the Tender Price and basic entitlement for the tender offer had been made as of 22 May, 2000, the tender price would have been £10.57 and the basic entitlement would have been 22.77%, representing in aggregate 23,651,844 Electra shares (assuming the Tender Offer is taken up in full) * Implementation of the tender offer will require approval by shareholders at an Extraordinary General Meeting * A circular to shareholders is being posted on 25 May 2000. The expected timetable for the Tender Offer is set out in the appendix to this announcement Future The Board is committed to Electra's policy of maximising value through the realisation of the investment portfolio. The Board remains confident as to the long term prospects although realisations may not continue at the rate achieved over the last year. Following the Tender Offer the Board will consider using the general authority granted at the Annual General Meeting in March 2000 for Electra to make on-market share repurchases in order to return further capital to shareholders. Looking further ahead, the Board is aware of the views that a number of shareholders have expressed in favour of providing some means of continuation or a rollover vehicle to enable those investors who wish to do so to maintain a holding in a successor vehicle. This is something that the Board will take careful account of in due course as the realisation of Electra's portfolio proceeds and as further value becomes available for distribution to shareholders. Commenting on the results, Brian Williamson, appointed Chairman following the retirement of Michael Stoddart, said: 'During the first half of the year, excellent progress was made in our realisation programme. Since March 1999 the realisation programme has generated in excess of £820m of sales and contracted sales. The Board remains fully focused on the task in hand, namely to maximise value to our shareholders through a combination of realisations and returns of capital. Today, we have taken another step forward, announcing details of the return of up to £250m of capital to shareholders. Once fully completed, shareholders will have had returned to them almost £800m since April 1999.' For further information: Brian Williamson, Chairman, Electra Investment Trust PLC 020 7831 6464 Hugh Mumford, Chief Executive, Electra Partners Ltd Stephen Breslin, Brunswick Group Limited 020 7404 5959 Caroline Greetham, Brunswick Group Limited In relation to the Tender Offer: Jonathan Dawson, Lazard 020 7588 2721 Jon Hack, Lazard Christopher Smith, Cazenove 020 7588 2828 Chairman's Statement Six Month Review At 31 March 2000 the net asset value per share was £11.65 compared with £9.51 at 30 September 1999, an increase of 22.5%. This increase compares favourably with the FTSE All-Share Index which gained 10.1% over the same period, although was below the FTSE SmallCap Index which gained 25.1%. The six month period under review saw a continuation of the successful strategy adopted over the last year of creating value through the realisation of the investment portfolio and by returning capital to Shareholders. Realisations since the Tender Offer in April 1999 have resulted in the repayment of substantially all the borrowings arranged to fund the Tender Offer. At 31 March 2000 net borrowings had been reduced to £108 million and this had been further reduced to £30 million by 19 May 2000. A new £450 million banking facility has just been arranged which will enable further returns of capital to be made. Reference was made in the last Chairman's statement to the substantial uplift in value of two Far Eastern technology investments, Moser Baer and Locus. At 1 October 1999 these two investments were valued in the portfolio at £53.5 million and partial sales in the six months to 31 March 2000 generated proceeds of £67.9 million. The residual holdings were valued at £141.3 million at 31 March 2000 after applying discounts to the market prices to reflect the volatility of Far Eastern stock markets and dealing restrictions on part of the holdings. The Board Michael Stoddart my predecessor as Chairman retired on 30 April 2000. He joined the Board in 1973 and was Chief Executive at the time Electra listed in 1976. It was through his knowledge, foresight and determination that Electra became one of the leading investors in private equity in the United Kingdom. The record that Electra has maintained over many years is a tribute to his leadership and enthusiasm. I am sure that I speak for our Shareholders and for all associated with Electra in expressing our gratitude for his outstanding contribution. Electra Partners As previously reported, Electra sold its holding in its Investment Manager and its business in November 1999 to Electra Partners Limited, a new venture established by senior executives of the Investment Manager. The management team of Electra Partners continues to work hard to maximise the realisation proceeds from Electra's investment portfolio as well as developing its own business. Portfolio Performance Overall Portfolio Changes Summary of Changes to Overall Portfolio Six months ended 31 March 2000 Valuation Valuation At 31 At 30 Sept Net capital March 1999 Purchases Sales Appreciation 2000 £'000 £'000 £'000 £'000 £'000 __________ _________ _________ __________ ________ Unlisted 1,040,495 57,958 (147,632) 176,252 1,127,073 Listed 133,073 2,699 (54,369) 61,097 142,500 _________ ______ _______ ________ ________ Total Portfolio 1,173,568 60,657 (202,001) 237,349 1,269,573 _________ ______ ________ ________ ________ At 31 March 2000, Electra's investment portfolio was valued at £1,270 million of which £1,127 million (89%) was invested in securities classified as unlisted. On a geographical basis 61% of the portfolio was invested in the UK and Continental Europe, 24% in the Americas and 15% in the Far East including India. During the six months to 31 March 2000 the net capital appreciation recorded by the portfolio amounted to £237 million, an increase over the period of 20.2%. In accordance with the change of investment policy approved by Shareholders in April 1999, the realisation process continued during the period with total sales of £202 million, generating net cash from the portfolio of £141 million after deducting purchasing of £61 million. Unlisted Portfolio Summary At 31 March 2000 the unlisted portfolio was valued at £1,127 million compared to £1,040 million at 30 September 1999. During the six months to 31 March 2000 there was a net disinvestment from the portfolio with sales of £148 million compared to purchases of £58 million. A strong capital performance of the portfolio more than offset this disinvestment with the result that the overall valuation of the portfolio increased by £87 million. The period thus saw a continuation of the success of the realisation programme which commenced in April 1999, with the aim of realising the whole portfolio over a five year period. Between April 1999 and 31 March 2000 cash realisations from the unlisted portfolio totalled £467 million. Since 31 March 2000, more than £110 million of unlisted securities have either been sold, redeemed or are subject to a contract for sale. Furthermore, at the end of the period the unlisted portfolio included £145 million of securities which were listed during the period providing further potential liquidity once restrictions on sale are removed. As a result of these transactions, significant value has been added to the portfolio and substantial progress has already been made in achieving the realisation programme. New Investments In accordance with the current investment policy, new investments were restricted to commitments outstanding at April 1999 and investments made to enhance or protect the value of existing portfolio companies. During the six months to 31 March 2000 total investments amounted to £58 million. Of this amount, £38 million was invested in existing portfolio companies and £20 million in third party funds. The largest individual investment of £9.1 million was made in CE Heath in connection with the acquisition of Lambert Fenchurch. Further investments were also made in Swifty Serve, Leiner Health Products and International Garden Products to help fund further synergistic acquisitions. Commitments drawn down by third party funds included £7.2 million to the Patagonian fund for two acquisitions in Argentina and £3.9 million to Kennet for further investment in high technology companies. Realisations Realisations from the unlisted portfolio for the six months to 31 March 2000 amounted to £148 million. The majority of realisations were made through sales in the stock market of securities which were previously unlisted or were listed but subject to restrictions. In total these sales amounted to £84.1 million of which £60.9 million related to Locus, a company quoted on the Kosdaq exchange in South Korea. Additionally £7.0 million was realised from the sale of securities in Moser Baer, an Indian company and £4.8 million from the partial sale of the holding in Tradepoint. The disposal of seven companies from the unlisted portfolio produced total proceeds of £49 million of which £15.6 million arose from the sale of Document Management Services, one of the four companies formed from The Stationery Office, £12.4 million from the sale of Vantios and £10.4 million from the sale of Eurogestion, a company based in France. Shortly after the end of the reporting period, Electra disposed of its entire holding in HMY for £27.7 million, the French franc proceeds representing almost six times the original cost three years earlier. In April, £11.7 million was raised from the sale of Aspen Healthcare and £23.5 million was received from the refinancing of Inchcape Shipping Services. A further event of note related to the potential sale of Robert Fleming Holdings which was announced in April and is due to complete subject to regulatory approval in July. On closing of this transaction, Electra will receive approximately £30 million in cash and securities for its residual holding in Robert Fleming Holdings against a cost in 1995 of £7.5 million. Performance During the six months to 31 March 2000 the unlisted portfolio performed strongly with net capital appreciation of £176 million, an increase in the half year of 16.9%. The main contributor to this performance was Locus. At the beginning of the period Electra's investment in Locus was valued at £30.4 million. During the period £60.9 million was realised from the sale of securities and the residual holding was valued at £103.3 million at 31 March 2000. This gave rise to capital appreciation in the six month period of £133.8 million. Other significant contributors to performance during the period were Zensar Technologies (formerly ICIL), Moser Baer and Robert Fleming Holdings. The most significant reduction in value related to a provision made against PsychPartners, a US investment where trading has been below expectations. Largest Valuation Changes Increase/ (Decrease) Company £'000 % _______ _________ Locus 133,846 440.9 Moser Baer 21,898 94.7 Zensar Technologies 19,115 78.7 (formerly ICIL) Robert Fleming Holdings 18,313 176.7 Vendcrown 6,000 23.1 Agricola Holdings 6,000 32.8 Swifty Serve 5,899 21.6 PsychParters (10,296) (100.0) ________ ______ Outlook Substantial progress with the realisation programme has already been achieved with sales and contracted sales exceeding £577 million since 31 March 1999. The residual unlisted portfolio consists of interests in over 70 companies and £98 million invested in third party funds. Good opportunities remain for adding value to portfolio companies and the maturity profile should ensure that realisations continue to occur over the next four years. Listed Portfolio At 31 March 2000 the listed portfolio had risen by 45.9% despite net disposals of £51.7 million and was valued at £142.5 million. This performance compares favourably with the FTSE SmallCap Index which increased by 25.1%. The outperformance was largely attributable to the portfolio weighting in technology related companies. Cedar Group, a software consultant, started the period valued at £2.1 million and rose by 1072% ending the six month period as the largest holding in the portfolio valued at £18.7 million. Fibernet, a telecommunications network provider, rose by 370%. Diagonal, an SAP software consultant rose by 169% and was valued at £8.0 million. In total £20.0 million was realised in the period from these three companies. Other notable performers were Bioglan Pharma, a pharmaceutical company, which rose by 74% and at 31 March 2000 was the second largest holding valued at £16.8 million and Euro Sales Finance which rose by 102% after reporting strong trading results. A partial sale of our holding in Euro Sales Finance realised £8.4 million leaving a holding valued at £3.5 million at 31 March 2000. Following the strong performances outlined above, the top ten holdings represented 63.6% of the portfolio at 31 March 2000. It is anticipated that disposals will continue at a similar rate during the second half year although recent volatility in stock markets, particularly the technology sector, has reduced the underlying market liquidity. Part one Consolidated Statement of Total Return (incorporating the Revenue Account) For the six months ended 31 March 2000 Revenue Capital Total £'000 £'000 £'000 _____ ______ _____ Gains on investment: Realised - 77,234 77,234 Unrealised - 151,728 151,728 Gains/(Losses) on revaluation of foreign currencies: Realised - (373) (373) Unrealised - 56 56 _____ _____ _____ - 228,645 228,645 Income of the investment trust 8,781 - 8,781 Income of subsidiary undertakings 6,465 - 6,465 Priority profit share paid to general partners (15,176) - (15,176) Other expenses (4,175) - (4,175) _______ ______ ______ Net Return before Finance Costs and Taxation (4,105) 228,645 224,540 Interest payable and similar charges (6,986) - (6,986) Income from interest in associated undertaking - - - ______ ______ _______ Return on Ordinary Activities before Taxation (11,091) 228,645 217,554 Taxation on ordinary activities - - - _______ ________ ________ Return to Shareholders (11,091) 228,645 217,554 Exchange differences arising on consolidation 209 4,878 5,087 _______ _______ _______ Net Transfers (from)/to Reserves for the Period (10,882) 233,523 222,641 _______ _______ _______ Return to Shareholders per Ordinary Share (10.68p) 220.15p 209.47p ______ _______ _______ The amounts dealt with in the Consolidated Statement of Total Return are all derived from continuing activities. at 31 March 2000 Number of Ordinary Shares in issue 103,859,120 Part two Consolidated Statement of Total Return (incorporating the Revenue Account) Restated For the six months ended 31 March 1999 Revenue Capital Total £'000 £'000 £'000 ______ ______ ______ Gains on investment: Realised - 34,390 34,390 Unrealised - 259,496 259,496 Gains/(Losses) on revaluation of foreign currencies: Realised - 955 955 Unrealised - (3,486) (3,486) _____ ______ ______ - 291,355 291,355 Income of the investment trust 28,213 - 28,213 Income of subsidiary undertakings 514 - 514 Priority profit share paid to general partners (8,148) - (8,148) Other expenses (15,362) - (15,362) _______ ______ _______ Net Return before Finance Costs and Taxation 5,217 291,355 296,572 Interest payable and similar charges (5,158) - (5,158) Income from interest in associated undertaking 2,860 - 2,860 _____ ______ ______ Return on Ordinary Activities before Taxation 2,919 291,355 294,274 Taxation on ordinary activities (1,806) - (1,806) _______ _______ _______ Return to Shareholders 1,113 291,355 292,468 Exchange differences arising on consolidation 37 1,681 1,718 _____ ______ ______ Net Transfers (from)/to Reserves for the Period 1,150 293,036 294,186 _____ _______ _______ Return to Shareholders per Ordinary Share 0.64p 168.32p 168.96p _____ _______ _______ The amounts dealt with in the Consolidated Statement of Total Return are all derived from continuing activities. at 31 March 1999 Number of Ordinary Shares in issue 173,098,534 Prior year adjustment The results for the six months to 31 March 2000 have been prepared in accordance with UK GAAP and the accounting policies applied to the Group's annual accounts for the year ended 30 September 1999, except for the adoption of Financial Reporting Standard No 16 - Current Taxation. The comparative figures for the six months ended 31 March 1999 have been restated accordingly. There is no impact on the Net Assets of the Group or Transfer to Reserves for the six months although Income of the Investment Trust and Taxation on Ordinary Activities have both been reduced by £622,000. Consolidated Balance Sheet As at 31 March 2000 As at 30 September 1999 £'000 £'000 £'000 £'000 _______ ______ ______ ______ Fixed Assets Investments: Associated undertaking - 9,033 Unlisted 1,127,073 1,040,495 Listed 142,500 133,073 ________ ________ 1,269,573 1,182,601 _________ _________ Current Assets Debtors 36,356 35,969 Investments 24,547 26,567 Cash at bank and in hand 9,332 39,607 ______ ______ 70,235 102,143 ______ _______ Current Liabilities Creditors: amounts falling due within one year 11,974 8,896 ______ ______ Net Current Assets 58,261 93,247 ______ ______ Total Assets less Current Liabilities 1,327,834 1,275,848 Creditors: amounts falling due after more than one year 117,733 288,388 ________ _________ Net Assets 1,210,101 987,460 ________ _________ Capital and Reserves Called-up share capital 25,965 25,965 Share premium 24,147 24,147 Capital redemption reserve 17,310 17,310 Realised capital profits 873,820 719,319 Unrealised capital profits 236,618 157,596 Revenue profits 32,241 43,123 _______ _______ 1,184,136 961,495 _________ _______ Total Equity Shareholders' Funds 1,210,101 987,460 _________ _______ Net asset value per ordinary share of 25p 1,165.14p 950.77p _________ _______ Reconciliation of Total Shareholders' Funds For the six months ended 31 March 2000 1999 £'000 £'000 ______ ______ Total Return 217,554 292,468 Exchange differences arising on consolidation 5,087 1,718 ______ ______ Movements in Total Shareholders' Funds 222,641 294,186 Total Shareholders' Funds at 1 October 987,460 1,145,319 _______ _________ Total Shareholders' Funds at 31 March 1,210,101 1,439,505 _________ _________ Consolidated Cash Flow Statement For the six months ended 31 March 2000 1999 £'000 £'000 £'000 £'000 ______ ______ _____ Operating Activities Unfranked investment income 1,069 5,418 Partnership income 8 1,001 Interest income 606 5,310 Other income 153 135 Expenses (13,364) (16,166) _______ _______ Net Cash Outflow from Operating Activities (11,528) (4,302) _______ _______ Returns on Investment and Servicing of Finance Interest paid (6,986) (5,161) _______ _______ Net Cash Outflow from Returns on Investments and Servicing of Finance (6,986) (5,161) _______ _______ Taxation Paid Corporation tax (2,032) (3,180) _______ _______ Total Taxation Paid (2,032) (3,180) ______ ______ Capital Expenditure and Financial Investment Purchase of investments (73,045) (226,106) Sales of investments 233,592 230,878 _______ ________ Net Cash Inflow from Capital Expenditure and Financial Investment 160,547 4,772 _______ ______ Net Cash Inflow/(Outflow) before Management of Liquid Resources and Financing 140,001 (7,871) _______ ______ Management of Liquid Resources (2,500) (32,000) Financing Bank loans drawn 67,182 50,000 Bank loans repaid (242,332) - Loans received 4,873 7,510 ________ ______ Net Cash (Outflow)/Inflow from Financing (170,277) 57,510 ________ ______ (Decrease)/Increase in Cash in the Period (32,776) 17,639 _______ ______ APPENDIX Expected Timetable for Tender Offer 2000 ----------------------------------- ------- Posting of shareholder circular 25 May Latest time and date for receipt of 11:00 am on 18 June forms of direction from share plan participants Latest time and date for receipt of 11:00 am on 19 June forms of proxy Extraordinary General Meeting 11:00 am on 21 June Latest time and date for receipt of 3:00 pm on 27 June tender forms and Fleming Investment Trust Share Plan tender forms Record date for tender offer Close of business on 27 June Calculation date for Tender Price 27 June Tender offer trade date and result of 4 July tender offer announced Settlement Date: cheques despatched and 11 July assured payments through CREST made
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