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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