Interim Management Statement
October 07 2011 - 2:00AM
UK Regulatory
TIDMHGT
HgCapital Trust plc
Interim Management Statement
7 October 2011
HgCapital Trust plc (the `Trust'), today issues its Interim Management
Statement in accordance with FSA Disclosure and Transparency Rule 4.3.
This statement relates to the period from 1 July 2011 to 6 October 2011 and
incorporates the Trust's calculation of its Net Asset Value (NAV) at 30
September 2011, in the same form as is issued following the end of each month.
The NAV at 30 September 2011 is based on the valuations of unquoted investments
as at 30 June 2011, as set out in the interim report issued on 25 August 2011,
with any subsequent investment completed by the date of the announcement
accounted for at cost; adjustments are made for realisations, exchange rates,
changes in the value of quoted securities, and net revenues during the period.
Activity during the period
Investment Environment
Since the end of June we have seen a clear downturn in both key economic
indicators and market sentiment across most of the regions in which our
Manager, HgCapital, invests. The Board and the Manager have held a cautious
view of Western European economic prospects since 2009, assuming lower levels
of GDP growth and more volatility than most economic commentators over that
period. However, the Manager has also been able to use its sector expertise to
identify market niches that benefit from fundamental macro growth drivers and
provide sustainable growth opportunities in spite of a generally weak and
unstable economy. For instance, the increase of internet transactions is
benefitting companies in the software and business services sectors, resulting
in double-digit revenue and profit growth for Visma, Lumesse, Epyx, Achilles
and SHL.
The Manager has been cautious on new investment over the last 12 months and
will continue to adopt a similar stance, although the recent market fall does
provide pockets of opportunity to consider acquiring attractive businesses at
more reasonable prices.
New Investments
On 23 September 2011, it was announced that the Board of Group NBT plc, the
internet domain name management and web hosting firm, and Newton Bidco Limited
("Bidco"), an investment vehicle owned indirectly by the HgCapital 6 fund and
by the Trust, had reached agreement on the terms of a recommended cash offer
for Group NBT plc ("Group NBT"). The offer of GBP153 million, 550 pence per
share, represents a premium of 22.5 per cent of the closing price of Group NBT
on the day before the bid announcement. The Trust's share of the offer is GBP23.0
million.
The takeover offer is intended to be implemented by way of a scheme of
arrangement and is conditional on, amongst other things, the approval by a
majority in number of the Group NBT shareholders representing at least 75% in
value of the Group NBT shares. Bidco has already received irrevocable
undertakings to vote in favour of the transaction in respect of shares
representing approximately 38.45% of the Group NBT share capital in issue.
The takeover offer will be funded entirely from funds managed by HgCapital with
no requirement for any third party debt, although some of the investment may be
refinanced.
Realisations
On 1 July 2011, the Manager announced its intention to sell Mondo Minerals, a
talc mining company. Upon completion of the sale, which is anticipated by the
end of October 2011, the Trust expects to realise initial cash proceeds of GBP
13.7 million and a further amount of up to GBP2.8 million over the next two
years. This compares with a carrying value of GBP14.7 million in the NAV of the
Trust at 30 June 2011 and an original cost of GBP7.0 million.
During July 2011, the sale of Cornish Bakehouse was completed, returning
proceeds of GBP0.7 million to the Trust. This investment had previously been
fully written-off.
In August 2011, the refinancing of SimonsVoss was completed, returning GBP2.2
million of capital to the Trust and interest thereon of GBP0.7 million.
New and secondary commitments
As already described in the interim report, on 19 July 2011 the Trust announced
the acquisition from a third party of a GBP15 million limited partnership
interest in HgCapital 6 E LP (`Hg6 E'), one of the partnerships in the current
buyout fund (Hg6) of its Manager, HgCapital. The Trust paid GBP7.8 million in
cash for the funds already invested. This represented a 2% premium above the
NAV of Hg6 E as at 31 December 2010, adjusted for subsequent cash flows to the
date of completion. The balance of the Trust's new investment represents a
commitment of GBP7.2 million which will be invested alongside the other limited
partnership interests held by institutional clients of HgCapital in their Hg6
fund.
As described in the Interim Report, the Board has agreed to invest up to GBP60
million alongside the Manager's Mercury fund. Mercury will invest exclusively
in the TMT sector in the UK and Continental Europe, focusing on smaller
companies with an enterprise value at acquisition of between GBP20 million and GBP
80 million.
Banking facility
The Trust has recently finalised a GBP40 million, three year standby facility
with Lloyds TSB Bank plc, on an unsecured basis, as detailed in the interim
report.
Performance relative to benchmark
Between 30 June and 30 September the total return (NAV plus dividend) decreased
by 1.5%, compared with a 13.5% decrease in the FTSE All-Share Index. The
Trust's share price at 30 September 2011 was 1,000.0 pence, a discount of 12.5%
against the basic NAV of 1,142.7 pence per share and a discount of 10.2%
against the diluted NAV of 1,114.2 pence. The Trust's share price (on a total
return basis) decreased by 12.3% over the three months to 30 September 2011, in
a period when the FTSE All-Share Index decreased by 13.5%.
These calculations of NAV are based on valuations of the portfolio as at 30
June 2011, using market multiples at that date, and therefore do not reflect
changes in the ratings of comparable listed companies between 1 July 2011 and
30 September 2011. The book value of the unquoted portfolio will next be
reviewed, as usual, at 31 December 2011 in accordance with IPEV guidelines,
taking account of each company's maintainable earnings and ratings of
comparable businesses in the relevant listed markets at that time.
Current trading
The Manager is represented on the board of every material investment in the
portfolio and receives monthly management accounts from all the buyouts in
which the Trust is invested. These are regularly discussed with the Board,
together with other information about the trading environment, strategy,
prospects and leadership of each business, and the actions that the Manager is
taking to effect improvements. The latest available trading figures for
companies in the portfolio are for the period ended August 2011.
The top 20 companies in the buyout portfolio have seen average sales growth in
the last twelve months of 16%, down from 17% as reported in the interim
results. Of these investments, 11 increased sales by greater than 10%,
including 5 by 20% or more. Only one has reported sales materially below last
year.
During the last twelve months, average growth in EBITDA of the top 20 buyout
investments increased by 10%, down from 12% as reported in the interim results.
Of these investments, 10 increased EBITDA by more than 10%, including 7 by more
than 20%. Four investments have reported EBITDA materially below the prior
year.
Over recent months trading has held up well across the top 20 buyout
investments with continuing growth in sales and EBITDA overall, compared with
the prior year. Only one investment has been suffering sales consistently below
last year, but six of the top 20 are reporting EBITDA in recent months below
the comparable period last year, reflecting margin pressures. A number of the
top 20 are generating cash to reduce debt. The Manager continues to work
closely with the management teams in portfolio companies to prepare for
on-going difficult economic conditions.
The Trust has a significant exposure to euro denominated assets. As at 30
September 2011, the depreciation of the euro against sterling, by 4.9% since 30
June 2011, has resulted in a decrease in the valuation of that portion of the
portfolio. Similarly, the depreciation of Norwegian Kroner and Swedish Kroner
against sterling of 6.2% and 5.6% respectively, has resulted in a decrease in
the sterling valuation of assets denominated in those currencies.
Investment objective
The Trust gives investors access to a private equity portfolio run by an
experienced and well-resourced manager that makes investments in private
companies across Northern Europe, principally in the Healthcare, Industrials,
Services and TMT sectors.
The objective of the Trust is to provide shareholders with long-term capital
appreciation in excess of the FTSE All-Share Index by investing in unquoted
companies. The Trust provides investors with exposure to a diversified
portfolio of private equity investments primarily in the UK and Continental
Europe.
The Trust's benchmark is the FTSE All-Share Index.
Performance
All information is at 30 September 2011 and is unaudited.
Performance at month end with net income reinvested
One month Three One year Three Five Ten years
months years years
NAV per Ordinary (1.2%) (1.5%) 22.1% 17.4% 88.4% 268.4%
share (basic)
NAV per Ordinary (1.1%) (1.3%) 19.2% 14.5% 83.7% 259.2%
share (diluted)
Ordinary Share (8.7%) (12.3%) 20.3% 37.6% 69.8% 335.5%
price
FTSE All-Share (5.0%) (13.5%) (4.4%) 19.2% 4.0% 66.7%
Index
Sources: HgCapital, Factset
Results
At 30 September 2011
Net asset value per share:*
-Basic 1,142.7p
-Diluted (1) 1,114.2p
Share price - ordinary shares: 1,000.0p
Ordinary share price premium/ (12.5%)
(discount) to NAV (basic):
Ordinary share price premium/ (10.2%)
(discount) to NAV (diluted):
Share price - subscription 93.6p
shares:
Total net assets: GBP363.4m
Net yield: 2.8%
Gearing: Nil%
Ordinary shares in issue: 31,799,725
Subscription shares in issue: 5,524,973
* includes 3 months net revenue of 11.3p.
Ticker codes:
Ordinary shares HGT
Subscription shares HGTS
1. The diluted net asset value per share calculation is based on the
assumption that all Subscription shares in issue are exercised at their
minimum price of 950 pence per share.
Unaudited Net Asset Value per Share
The investment portfolio has not been revalued at 30 September 2011. The
unaudited Net Asset Value at 30 September 2011 is based on the Net Asset Value
at 30 June 2011, adjusted to reflect purchases and sales of investments,
currency movements and market prices (at bid) in respect of listed investments.
Net revenue for the three months to 30 September 2011 was 11.3p.
Balance Sheet
At 30 September 2011 the Trust's summary balance sheet was as follows:
GBPm %
Unquoted investments 245.5 67.6
Accrued income on 30.7 8.4
investments
Total investment 276.2 76.0
portfolio
Cash and other liquid 90.5 24.9
assets (1)
Other net assets (3.3) (0.9)
Net Asset Value 363.4 100.0
1. As at 30 September 2011, the Trust's undrawn commitments to invest in or
alongside the Manager's Hg6, Hg5, Mercury, RPP and RPP2 funds totalled GBP
257.9 million.
Portfolio
The twenty largest investments at 30 September 2011 (at valuation including
accrued interest) were:
Investment % of Sector
Total
Assets
1 TeamSystem 7.3 TMT
2 VISMA 6.3 TMT
3 SHL 5.1 Services
4 Midas (Goldshield) 4.4 Healthcare
5 Frosunda 4.4 Healthcare
6 Lumesse 4.4 TMT
7 Hg Renewable Power Partners 4.0 Renewable Energy
LP
8 Mondo Minerals 4.0 Industrials
9 Achilles 3.9 TMT
10 Manio Vire 3.4 Healthcare
11 Epyx 3.2 TMT
12 Manx Telecom 3.2 TMT
13 ATC 3.0 Services
14 Teufel 2.8 Industrials
15 Schleich 2.4 Consumer & Leisure
16 Americana 2.4 Consumer & Leisure
17 SimonsVoss 2.3 Industrials
18 JLA 2.2 Services
19 Sporting Index 1.7 Consumer & Leisure
20 Atlas 1.2 Services
Total 71.6
% of
Total
Sector Assets
TMT 27.9
Healthcare 13.3
Services 9.4
Industrials 7.9
Renewable Energy 5.1
Consumer & Leisure 4.0
Other 7.5
Cash and other liquid assets 24.9
Total 100.0%
This statement is a general description of the financial position and
performance of the Trust for the period from 1 July 2011 to 6 October 2011.
It does not contain any profit forecast or forward looking information. Future
performance and share price are likely to be affected by a number of factors,
including (but not limited to) general economic and market conditions and
specific factors affecting the financial performance or prospects of individual
investments within the Trust's portfolio.
END
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