TIDMEIH

RNS Number : 2525N

EIH PLC

27 September 2012

27 September 2012

EIH PLC

("EIH" or the "Company")

Interim Results

The Company announces its interim results for the six months from 1 January 2012 to 30 June 2012.

Chairman's Statement

The unaudited net assets of EIH as at 30 June 2012 were valued at US$46.9 million and therefore net asset value ("NAV") at that date was 72.7 cents per share based on 64,500,002 ordinary shares in issue.

On 8 June 2012, the Company made a capital distribution of 3 cents per share.

Adjusting for the 8 June 2012 capital distribution, the NAV per share declined by 4.7% in the period under review (31 December 2011 NAV per share: 79.4 cents per share).

Total operating costs during the period were US$0.25m. In addition, EIH paid certain annual management fees and expenses to Evolvence India Fund PCC ("EIF") in respect of its commitments to that fund. These costs are embedded in the capital account of EIF and do not appear in the profit or loss for EIH.

The Company's investment portfolio comprises the following (based on unaudited values as at 30 June 2012):

 
 Investments            Capital Commitment   Capital Invested               Capital            Fair value   Fair Value 
 (Unlisted)                                                            Distribution            Adjustment 
---------------------  -------------------  -----------------  --------------------  --------------------  ----------- 
                                   US$'000            US$'000               US$'000               US$'000      US$'000 
 Fund Investments 
 (equity) 
 Evolvence India Fund 
  PCC                               45,120             44,601              (14,595)                 (314)       29,692 
 Direct Investments 
 (equity) 
 EIF Co Invest VII 
  (RSB Group)                        6,970              6,970                  (29)                 (694)        6,247 
 EIF Co Invest X 
  (Gland Pharma 
  Limited)                           4,510              4,510                     -                 5,368        9,878 
                                    56,600             56,081              (14,624)                 4,360       45,817 
---------------------  -------------------  -----------------  --------------------  --------------------  ----------- 
 

Further details on the Company's investment portfolio are set out below and in Note 5 to the interim financial statements.

EIF

Conditions in the Indian capital markets were benign during the period under review with the BSE SENSEX and BSE MIDCAP Indian stock market indices advancing by 12.8% and 19.8% respectively in Indian Rupee ("INR") terms. It is also noted that INR declined by 3.3% against the US Dollar during the period under review.

The aggregate fair value of EIF's ten underlying private equity funds declined by 0.6% (increase of 2.6% in INR), while the aggregate fair value of EIF's direct investments increased by 6.6% (increase of 10.1% in INR). In summary, therefore, EIF's underlying portfolio increased in value by 2.6% during the period under review (increase of 5.9% in INR).

During the period, many of EIF's underlying private equity funds achieved exits from certain of their investments. Three complete exits at an aggregate US$ multiple of 1.5 X were achieved. In addition, the portfolio witnessed three partial exits through EIF's underlying funds via open market sales, realizing an aggregate US$ multiple of 1.0 X on these investments. The majority of EIF's ten underlying private equity funds have fully drawn down their committed capital from EIF, and while EIF's remaining commitments are mostly concentrated in two funds (NYLIM Jacob Ballas India Fund III LLC and HI-REF International LLC), uncalled commitments from EIF's underlying private equity funds have declined from US$18.4m to US$8.8m in the period under review.

As at 30 June 2012 the Company had US$30m invested in EIF (capital called of US$44.6m, less refund of capital contributions of US$14.6m), equivalent to 46 cents per share. At the reporting date the Fair Value (unaudited) of the Company's investment in EIF was US$29.7m, equivalent to 46 cents per share, representing a 1.0 X multiple over cost.

On 9 February 2012, the Company reported that, following a cash call of US$3.5m, 100% of EIF's committed capital had been drawn down and EIH had no outstanding commitment to EIF.

The Company subsequently received a distribution from EIF of US$1.8m. Approximately US$0.5m represented a partial return of the capital drawn down by EIF in February 2012, such that EIF has now technically only drawn down 98.85% of its committed capital, with 1.15% remaining undrawn. However, EIF's managers have informed us that this unfunded commitment will likely be adjusted against future distributions, such that no further cash calls are likely to be made by EIF.

The Directors have reviewed certain underlying financial information provided to us by EIF's Investment Manager and we remain confident that as EIF's underlying portfolio matures and further realisations are achieved, further cash distributions will be received.

Gland Pharma Limited ("Gland")

Gland is a specialised generic pharmaceuticals company based in Hyderabad. Gland has delivered strong compound revenue growth and stable EBITDA margins over the past four years and continues to deliver very strong revenue growth and stable EBITDA margins driven by sales to regulated markets. Moreover, it has a promising pipeline of US FDA approved products.

The Company's direct investment in Gland is held through EIF Co Invest X. The shareholders in EIF Co Invest X are the Company and EIF, which invested US$4.5m and US$12.5m respectively, for a total investment of US$17.0m. Furthermore, EIF Co Invest X is, in turn, an investor in EILSF Co-Invest I, the entity through which EILSF ("Evolvence India Life Sciences Fund") invested US$12.5m in Gland. No fees are payable on the Company's investment in EIF Co Invest X, while the Company's indirect investment in Gland (through its interest in EIF) attracts standard management and carried interest fee arrangements. Through the above arrangements, and on a look-through basis, the Company has a total of US$6.8m invested in Gland (at cost) compared to the US$4.5m invested in Gland through EIF Co Invest X.

Through the above arrangements, and on a look-through basis, the fair value of the Company's interest in Gland is US$14.8m or 23.0 cents per share, while the fair value of the Company's interest in Gland held through EIF Co Invest X is valued at 15.3 cents per share. These values represent a 2.2 X multiple over cost. The Fair Value of the Company's interest in Gland is held at the 31 December 2011 Fair Value despite its continued delivery of very strong revenue growth and stable EBITDA margins in the period under review. The movement in fair value in the period is due to the effect of exchange rates. The Directors have reviewed certain underlying financial information pertaining to Gland and the valuation basis employed in the fair valuation calculation.

RSB Group ("RSB")

RSB is an automotive component manufacturer based in Pune. The Company's direct investment in RSB is held through EIF Co Invest VII. The shareholders in EIF Co Invest VII are the Company and EIF, which invested US$7.0m and US$10.0m respectively, for a total investment of US$17.0m. No fees are payable on the Company's investment in EIF Co Invest VII, while the Company's indirect investment in RSB (through its interest in EIF) attracts standard management and carried interest fee arrangements. Through the above arrangements, and on a look-through basis, the Company has a total of US$8.8m invested in RSB (at cost) compared to the US$7.0m invested in RSB through EIF Co Invest VII.

Through the above arrangements, and on a look-through basis, the fair value of the Company's interest in RSB is US$7.9m or 12.2 cents per share, while the fair value of the Company's interest in RSB held through EIF Co Invest VII is valued at 9.7 cents per share. These values represent a 0.90 X multiple over cost. The Fair Value of the Company's interest in RSB is based on a valuation performed by EIF's investment manager and is based on an average valuation multiple of comparable companies.

Other matters

At the date of this report, net cash balances held by the company amount to US$1.0m.

Our objective remains to realise assets at the appropriate time and value, and to return the proceeds less expenses to our shareholders.

Respectfully yours,

Rhys Cathan Davies

26 September 2012

For further information, please contact:

EIH PLC

Rhys Davies

Tel: +41 (0) 79 620 0215

Singer Capital Markets (Nominated Adviser)

James Maxwell / Nick Donovan

+44 (0)20 3205 7500

EIH PLC

UNAUDITED STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED 30 JUNE 2012

 
                                          For the period    For the period 
                                          from 1 January    from 1 January 
                                                 2012 to           2011 to 
                                            30 June 2012      30 June 2011 
                                  Note           US$'000           US$'000 
------------------------------  ------  ----------------  ---------------- 
 Income 
  Interest income on 
   cash balances                                       -                10 
 Realised gain on investments 
  at fair value through 
  profit or loss                    5                  -             1,133 
 Movement in fair value 
  of investments through 
  profit or loss                    5            (2,180)           (3,333) 
 
 Net investment expense                          (2,180)           (2,190) 
------------------------------  ------  ----------------  ---------------- 
 Expenses 
 Administrative expenses                           (146)             (136) 
 Legal and other professional 
  fees                                              (85)             (128) 
 Audit fees                                         (18)              (29) 
 Other expenses                                      (2)                 5 
 Value Added Tax recovered                             -                 - 
 Total operating expenses                          (251)             (288) 
------------------------------  ------  ----------------  ---------------- 
 Loss before taxation                            (2,431)           (2,478) 
 Income tax expense                                    -                 - 
 Loss after taxation 
  for the period                                 (2,431)           (2,478) 
------------------------------  ------  ----------------  ---------------- 
 
 Basic and fully diluted 
  loss per share (US cents)         7             (3.77)            (3.81) 
------------------------------  ------  ----------------  ---------------- 
 

The accompanying notes form an integral part of these interim financial statements.

EIH PLC

UNAUDITED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2012

 
                                        As at 30    As at 31 
                                            June    December 
                                            2012        2011 
                                 Note    US$'000     US$'000 
------------------------------  -----  ---------  ---------- 
 
 Non-current assets 
 Financial assets at 
  fair value through 
  profit or loss                    5     45,817      46,603 
------------------------------  -----  ---------  ---------- 
 Total non-current 
  assets                                  45,817      46,603 
------------------------------  -----  ---------  ---------- 
 
 Current assets 
 Trade and other receivables                  29          42 
 
 Cash and cash equivalents                 1,065       4,653 
------------------------------  -----  ---------  ---------- 
 Total current assets                      1,094       4,695 
------------------------------  -----  ---------  ---------- 
 Total assets                             46,911      51,298 
==============================  =====  =========  ========== 
 
 Equity 
 Issued share capital                      1,265       1,265 
 Share premium                    6       44,655      46,590 
 Retained earnings                           941       3,372 
------------------------------  -----  ---------  ---------- 
 Total equity                             46,861      51,227 
------------------------------  -----  ---------  ---------- 
 
 Current liabilities 
 Trade and other payables                     50          71 
 Total current liabilities                    50          71 
------------------------------  -----  ---------  ---------- 
 Total liabilities                            50          71 
------------------------------  -----  ---------  ---------- 
 Total equity and liabilities             46,911      51,298 
==============================  =====  =========  ========== 
 

The accompanying notes form an integral part of these interim financial statements.

EIH PLC

UNAUDITED STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED 30 JUNE 2012

 
 
                             Share      Share    Retained      Total 
                           capital    premium    earnings 
                                      US$'000     US$'000    US$'000 
                           US$'000 
-----------------------  ---------  ---------  ----------  --------- 
 Balance at 1 
  January 2011               1,275     58,580      13,951     73,806 
 Total comprehensive 
  income 
 (Loss) for the 
  period                         -          -     (2,478)    (2,478) 
 Transactions 
  with owners of 
  the company recorded 
  directly in equity 
 Return of capital               -    (6,500)           -    (6,500) 
 
 Balance at 30 
  June 2011                  1,275     52,080      11,473     64,828 
-----------------------  ---------  ---------  ----------  --------- 
 
 
   Balance at 1 
   January 2012              1,265     46,590       3,372     51,227 
 Total comprehensive 
  income 
 (Loss) for the 
  period                         -          -     (2,431)    (2,431) 
 Transactions 
  with owners of 
  the company recorded 
  directly in equity 
 Return of capital               -    (1,935)           -    (1,935) 
 
 Balance at 30 
  June 2012                  1,265     44,655         941     46,861 
-----------------------  ---------  ---------  ----------  --------- 
 
 

The accompanying notes form an integral part of these interim financial statements.

EIH PLC

UNAUDITED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS TO 30 JUNE 2012

 
 
                                                For the        For the 
                                            period from    period from 
                                              1 January      1 January 
                                                2012 to        2011 to 
                                                30 June        30 June 
                                                   2012           2011 
                                   Note         US$'000        US$'000 
 Cash flows from operating 
  activities 
 (Loss) before taxation                         (2,431)        (2,478) 
 Adjustments: 
 Movement in fair value 
  of investments through 
  profit or loss                     5            2,180          3,333 
 Realised (gain) on investments 
  through profit or loss             5                -        (1,133) 
 Interest income on cash 
  balances                                            -           (10) 
--------------------------------  -----  --------------  ------------- 
 Operating loss before 
  working capital changes                         (251)          (288) 
  Decrease in trade and 
   other receivables                                 13              3 
 (Decrease) in trade and 
  other payables                                   (21)          (191) 
--------------------------------  -----  --------------  ------------- 
 Net cash used in operations                      (259)          (476) 
 Interest received                                    -             10 
 
 Net cash used in operating 
  activities                                      (259)          (466) 
--------------------------------  -----  --------------  ------------- 
 Cash flows from investing 
  activities 
 Capital calls                                  (3,021)              - 
 Capital distribution received                    1,627              - 
 Proceeds from sale of 
  investment                        5                 -          5,000 
 
 Net cash (used in )/generated 
  by investing activities                       (1,394)          5,000 
--------------------------------  -----  --------------  ------------- 
 Cash flows from financing 
  activities 
 Return of capital                  6           (1,935)        (6,500) 
--------------------------------  -----  --------------  ------------- 
 Net cash used in financing 
  activities                                    (1,935)        (6,500) 
--------------------------------  -----  --------------  ------------- 
 Net (decrease) in cash 
  and cash equivalents                          (3,588)        (1,966) 
 Cash and cash equivalents 
  at 1 January                                    4,653         12,320 
--------------------------------  -----  --------------  ------------- 
 Cash and cash equivalents 
  at 30 June                                      1,065         10,354 
================================  =====  ==============  ============= 
 

The accompanying notes form an integral part of these interim financial statements.

Notes to the Unaudited Interim Results

For the period ended 30 June 2012

   1             The Company 

EIH PLC (formerly Evolvence India Holdings plc) was incorporated and registered in the Isle of Man under the Isle of Man Companies Act 1931-2004 on 10 November 2006 as a public company with registered number 118297C. On 23 March 2011 the Company re-registered under the Isle of Man Companies Act 2006.

Pursuant to a prospectus dated 19 March 2007 there was a placing of up to 65,000,000 Ordinary Shares of GBP0.01 each. The number of Ordinary Shares in issue immediately following the placing was 65,000,002. The shares of the Company were admitted to trading on the Alternative Investment Market of the London Stock Exchange ("AIM") following the close of the placing on 23 March 2007.

The Company's agents perform all significant functions. Accordingly, the Company itself has no employees.

   2             Duration 

The Company currently does not have a fixed life but the Board considers it desirable that Shareholders should have the opportunity to review the future of the Company at appropriate intervals. Accordingly, at the annual general meeting of the Company in 2015 a resolution will be proposed that the Company ceases to continue as presently constituted. Shareholders holding at least fifty one per cent of the shares must vote in favour of this resolution for it to be passed. If the resolution is not passed, a similar resolution will be proposed at every third annual general meeting of the Company thereafter. If the resolution is passed, the Directors will be required, within 3 months of the resolution, to formulate proposals to be put to Shareholders to reorganise, unitise or reconstruct the Company or for the Company to be wound up.

   3             Significant accounting policies 

The principal accounting policies adopted in the preparation of the financial statements are set out below.

   3.1          Basis of presentation 

These interim financial statements have been prepared in accordance with International Financial Reporting Standard (IFRS) IAS 34: Interim Financial Reporting. They do not include all of the information required for full annual financial statements and should be read in conjunction with the financial statements of the Company as at and for the year ended 31 December 2011. The interim financial statements are unaudited.

The accounting policies adopted in the preparation of the interim consolidated financial statements are consistent with those followed in the preparation of the Company's annual financial statements for the year ended 31 December 2011.

   3.2              Investments at fair value through profit or loss 

Investments are designated as financial assets at fair value through profit or loss. They are measured at fair value with gains and losses recognised through profit or loss.

The fair value of investments at fair value through profit or loss in unlisted equity investments is estimated by the Directors, with input from Evolvence India Advisors Inc. In estimating the fair value of the Company's investments in private equity funds consideration is taken of the valuations of underlying investments performed by the directors and managers of those funds. The valuation of the unlisted holdings in the co-investments and underlying funds investments are performed by using the most appropriate valuation techniques, including the use of recent arms' length market transactions, use of market comparables, use of discounted cash flows, recent financial statements or any other valuation technique that provides a reliable estimate. Under the discounted cash flow method, free cash flows have been discounted using an appropriate weighted cost of capital.

Listed holdings in the co-investments and underlying funds are valued based upon prevailing market prices as of the date of valuation. Exited investments are valued using the respective exited multiples.

   3.3              Segment reporting 

The Company has one segment focusing on maximising total returns through investing in an Indian private equity portfolio of investments. No additional disclosure is included in relation to segment reporting, as the Company's activities are limited to one business and geographic segment.

   4             Net asset value per share 

The unaudited net asset value per share as at 30 June 2012 is 72.7 cents per share based on 64,500,002 ordinary shares in issue as at that date (31 December 2011: 79.4 cents per share based on 64,500,002 ordinary shares).

   5             Financial assets at fair value through profit or loss 

The objective of the Company is to make indirect investments in Indian private equity funds and companies via Mauritian based investment funds and to also co-invest directly in certain portfolio companies of the underlying funds. As at 30 June 2012, the investment portfolio comprised the following assets:

 
 Investments            Capital Commitment   Capital Invested               Capital            Fair value   Fair Value 
 (Unlisted)                                                            Distribution            Adjustment 
---------------------  -------------------  -----------------  --------------------  --------------------  ----------- 
                                   US$'000            US$'000               US$'000               US$'000      US$'000 
 Fund Investments 
 (equity) 
 Evolvence India Fund 
  PCC                               45,120             44,601              (14,595)                 (314)       29,692 
 Direct Investments 
 (equity) 
 EIF Co Invest VII 
  (RSB Group)                        6,970              6,970                  (29)                 (694)        6,247 
 EIF Co Invest X 
  (Gland Pharma 
  Limited)                           4,510              4,510                     -                 5,368        9,878 
                                    56,600             56,081              (14,624)                 4,360       45,817 
---------------------  -------------------  -----------------  --------------------  --------------------  ----------- 
 

Notes to the Unaudited Interim Results

For the period ended 30 June 2012 (continued)

   5              Financial assets at fair value through profit or loss (continued) 

The fair value of the Company's investments has been estimated by the Directors with the input from Evolvence India Advisors Inc. The movement in investments during the period was as follows:

 
 
                                30 June   31 December 
                                   2012          2011 
                                US$'000       US$'000 
 Fair value brought forward      46,603        61,669 
 Disposal of investment at 
  cost                                -       (3,867) 
 Capital calls                    3,021         2,482 
 Capital distributions          (1,627)       (2,511) 
 Movement in fair value         (2,180)      (11,170) 
 
 Fair value at period/year 
  end                            45,817        46,603 
----------------------------  ---------  ------------ 
 

The outstanding capital commitment as at 30 June 2012 is US$0.5m (31 December 2011: US$3.5m).

Evolvence India Fund PCC (EIF)

Evolvence India Fund PCC, a Protected Cell Company formed under the laws of Mauritius having limited liability, is a private equity fund of funds with a co-investment pool, focusing primarily on investments in India. The fund size of EIF is US$250m, of which approximately two-thirds have been invested in different private equity funds (including growth capital, mezzanine and real estate funds) with significant focus on India and the balance has been invested in co-investment opportunities, primarily in Indian companies or companies with significant operations in India. EIF was 98.85% drawn down as at 30 June 2012. Moreover, EIF has distributed 33% of its drawn capital.

Valuation basis

The fair value of the Company's investments has been estimated by the Directors with input from Evolvence India Advisors Inc. Underlying listed investments have been valued as per the closing market prices of the respective companies listed on the Bombay Stock Exchange. For unlisted underlying investments, a number of valuation methodologies have been used depending on the nature of the investment and the availability of suitable financial information.

Evolvence India Life Sciences Fund (EILSF)

On 27 June 2011, the Company sold its investment in EILSF for a consideration of US$5.0m, realising a gain of US$1.1m against cost.

EIF Co Invest VII

EIH has invested US$7m in RSB Group through a Special Purpose Vehicle (SPV), EIF Co Invest VII. RSB Group is a leading manufacturer of automotive components and construction aggregates. The valuation in RSB Group which is unlisted, is based on a valuation performed by EIF's investment manager and is based on an average valuation multiple of comparable companies.

Notes to the Unaudited Interim Results

For the period ended 30 June 2012 (continued)

EIF Co Invest X

EIH has invested US$4.5m in Gland Pharma Limited through an SPV, EIF Co Invest X. Gland Pharma Limited is a Hyderabad based pharmaceutical company. The investment in Gland Pharma has been fair valued as at 30 June 2012 based on the value included in the 31 December 2011 audited financial statements of EILSF.

   6             Return of capital 

On 8 June 2012, the Company made a capital distribution of 3 cents per share.

   7             Earnings per share 

Basic and fully diluted earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period:

 
 
                                  30 June   30 June 
                                     2012      2011 
                                     '000      '000 
 (Loss) attributable to equity 
  holders of the Company (US$)    (2,431)   (2,478) 
 Weighted average number of 
  ordinary shares in issue         64,500    65,000 
 
 Basic (loss) per share (cents 
  per share)                       (3.77)    (3.81) 
-------------------------------  --------  -------- 
 

There is no difference between the basic and fully diluted loss per share for the period

This information is provided by RNS

The company news service from the London Stock Exchange

END

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