TIDMELTZ
RNS Number : 8493F
Electra Private Equity Invest PLC
30 May 2013
ELECTRA PRIVATE EQUITY INVESTMENTS PLC
Unaudited Results for Half Year ended 31 March 2013
The information contained in this announcement is restricted and
is not for release, publication, or distribution, directly or
indirectly, nor does it constitute an offer of securities for sale
in the United States, Canada, Japan, Australia or New Zealand.
References in this announcement to Electra Private Equity
Investments PLC have been abbreviated to 'the Company'. References
to the Company's parent company, Electra Private Equity PLC, have
been abbreviated to 'Electra'. References to Electra Partners LLP,
Electra's Manager, have been abbreviated to 'Electra Partners'.
Corporate Summary of Zero Dividend Preference Shares
Electra Private Equity PLC Asset Cover at 31 March 2013: 13.5
times Final Capital Entitlement as at 5 August 2016.
Redemption Yield of 6.5% based on initial placing of 100p per
ZDP Share.
Final Capital Entitlement per ZDP Share of 155.41p on 5 August
2016.
The figures below show the movement in the middle market price
from the first day the ZDP Shares were listed on 5 August 2009
through to 31 March 2013. The initial placing price of the ZDP
Shares was 100p.
Share price of ZDP Shares
Share price
p
------------------- ------------
5 August 2009 102.0
30 September 2009 106.8
31 March 2010 107.8
30 September 2010 115.5
31 March 2011 116.1
30 September 2011 119.0
31 March 2012 128.6
30 September 2012 132.3
31 March 2013 134.9
------------------- ------------
The ZDP Shares offer a pre-determined rate of growth in capital
entitlement up to the repayment date of 5 August 2016 but no right
of income. The ZDP Shares rank ahead of Electra's Ordinary
Shareholders and Subordinated Convertible Bondholders but behind
any bank borrowings of Electra. The Final Capital Entitlement for
the ZDP Shares is not guaranteed should Electra's net assets be
insufficient on the repayment date of 5 August 2016.
The ZDP Shares do not normally carry voting rights at general
meetings of the Company. The separate approval of a special
resolution of holders of the Company's ZDP Shares is required for
certain proposals which would be likely to affect their rights or
general interests.
The Half Year Report for the six months ended 31 March 2013 will
be available on the Company's website www.electraequity.com/eltz.
Neither the contents of this website nor the contents of any
website accessible from hyperlinks on this website (or any other
website) is incorporated into, or forms part of this
announcement.
Chairman's Statement
I am pleased to present the Company's Half Year Report for the
six months ended 31 March 2013.
The Company is a wholly owned subsidiary of Electra Private
Equity PLC ("Electra") and was established solely for the purpose
of issuing and redeeming Zero Dividend Preference ("ZDP") Shares.
Further details can be found elsewhere in this Half Year
Report.
ZDP Shares
Following the ZDP Share issues in 2009, the Company has not
issued any further ZDP Shares.
The 2009 ZDP Share issues raised a total of GBP46 million of net
proceeds. Pursuant to a loan agreement between the Company and
Electra, in 2009 the Company lent Electra the whole of the net
proceeds and these funds continue to be managed in accordance with
the investment policy of Electra. This loan is on terms requiring
its repayment by Electra to the Company at any time up to or
immediately prior to the ZDP repayment date.
Electra has undertaken that, at any time up to or immediately
prior to the ZDP repayment date, it will subscribe for such number
of ordinary shares in the Company as is necessary to provide the
Company on the ZDP repayment date (after taking into account the
monies to be received by it on repayment of the loan) with
sufficient funds to meet the repayment obligations in respect of
the ZDP Shares.
Board Composition
Roger Perkin, Geoffrey Cullinan and I were respectively
Directors and Chairman of the Company throughout the six months to
31 March 2013.
All the Directors of the Company are also Directors of
Electra.
Outlook
The Board believes that the Company will be in a position to
fulfil its requirement to meet the Final Capital Entitlement to the
ZDP Shareholders in August 2016.
Dr Colette Bowe
Chairman
29 May 2013
Half Year Management Report
Objective
The objective of the Company is to provide the final capital
entitlement of the Company's Zero Dividend Preference ('ZDP')
Shares to the Zero Dividend Preference Shareholders at the
repayment date of 5 August 2016.
Current and Future Development
A review of the main features of the six months to 31 March
2013, is contained in the Corporate Summary of ZDP Shares and in
the Chairman's Statement on pages 1 and 2.
Risk Management
The Company is a wholly owned subsidiary of Electra and was
established solely for the purpose of issuing and redeeming ZDP
Shares, and accordingly the principal risks facing the Company
include Market Price Risk, Liquidity Risk and Capital Risk set out
in Note 12 in the Notes to the Financial Statements of the
Company's Report and Accounts for the year ended 30 September 2012.
In addition, the Company is also focused on the following risks:
Final Capital Entitlement, Liquid Market for ZDP Shares,
Macroeconomic and Investment Risks and Government Policy and
Regulation Risk as set out in the Report of the Directors of the
Company's Report and Accounts for the year ended 30 September 2012.
The risks identified in the Company's Report and Accounts for the
year ended 30 September 2012 have not changed significantly since
the year end.
Related Party Transactions
Details of Related Party Transactions are contained in Note 5 of
the Notes to the Interim Financial Statements for the six months
ended 31 March 2013.
Going Concern
The Company is in the position of having net liabilities and is
loss making. However Electra has guaranteed that it will provide
adequate resources for the Company to continue in operational
existence for the foreseeable future. The Directors believe,
therefore, that it is appropriate to continue to adopt the going
concern basis in preparing the Interim Financial Statements.
Responsibility Statement
The Directors confirm to the best of their knowledge that:
a) the Interim Financial Statements have been prepared in
accordance with IAS 34 as adopted by the European Union; and
b) the Half Year Management Report includes a fair review of the information required by:
i) DTR 4.2.7R of the Disclosure and Transparency Rules, being an
indication of important events that have occurred during the first
six months of the financial year and their impact on the condensed
set of financial statements; and a description of the principal
risks and uncertainties for the remaining six months of the year;
and
ii) DTR 4.2.8R of the Disclosure and Transparency Rules, being
related party transactions that have taken place in the first six
months of the current financial year and that have materially
affected the financial position or performance of the Company
during that period; and any changes in the related party
transactions described in the last annual report that could do
so.
By order of the Board of Directors
Dr Colette Bowe
Chairman
29 May 2013
Independent Auditors' Report
To Electra Private Equity Investments PLC
We have been engaged by the Company to review the condensed
financial statements in the half-yearly financial report for the
six months ended 31 March 2013, which comprises the Statement of
Comprehensive Income, Statement of Changes in Equity, Balance
Sheet, Cash Flow Statement and related notes. We have read the
other information contained in the half-yearly financial report and
considered whether it contains any apparent misstatements or
material inconsistencies with the information in the condensed set
of financial statements.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and
has been approved by, the Directors. The Directors are responsible
for preparing the half-yearly financial report in accordance with
the Disclosure and Transparency Rules of the United Kingdom's
Financial Conduct Authority.
As disclosed in Note 1, the annual financial statements of the
group are prepared in accordance with IFRSs as adopted by the
European Union. The condensed set of financial statements included
in this half-yearly financial report has been prepared in
accordance with International Accounting Standard 34, "Interim
Financial Reporting", as adopted by the European Union.
Our responsibility
Our responsibility is to express to the Company a conclusion on
the condensed set of financial statements in the half-yearly
financial report based on our review. This report, including the
conclusion, has been prepared for and only for the Company for the
purpose of the Disclosure and Transparency Rules of the Financial
Conduct Authority and for no other purpose. We do not, in producing
this report, accept or assume responsibility for any other purpose
or to any other person to whom this report is shown or into whose
hands it may come save where expressly agreed by our prior consent
in writing.
Scope of review
We conducted our review in accordance with International
Standard on Review Engagements (UK and Ireland) 2410, 'Review of
Interim Financial Information Performed by the Independent Auditor
of the Entity' issued by the Auditing Practices Board for use in
the United Kingdom. A review of interim financial information
consists of making enquiries, primarily of persons responsible for
financial and accounting matters, and applying analytical and other
review procedures. A review is substantially less in scope than an
audit conducted in accordance with International Standards on
Auditing (UK and Ireland) and consequently does not enable us to
obtain assurance that we would become aware of all significant
matters that might be identified in an audit. Accordingly, we do
not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that
causes us to believe that the condensed set of financial statements
in the half-yearly financial report for the six months ended 31
March 2013 is not prepared, in all material respects, in accordance
with International Accounting Standard 34 as adopted by the
European Union and the Disclosure and Transparency Rules of the
United Kingdom's Financial Conduct Authority.
PricewaterhouseCoopers LLP
Chartered Accountants
London
29 May 2013
Notes:
(a) The maintenance and integrity of the Electra Private Equity
Investments PLC website is the responsibility of the Directors; the
work carried out by the auditors does not involve consideration of
these matters and, accordingly, the auditors accept no
responsibility for any changes that may have occurred to the
financial statements since they were initially presented on the
website.
(b) Legislation in the United Kingdom governing the preparation
and dissemination of financial statements may differ from
legislation in other jurisdictions.
Statement of Comprehensive Income (unaudited)
2013 2012
Note For the six months ended 31 March GBP'000 GBP'000
------ ------------------------------------------ ----------- -----------
Income 1,149 1,127
Expenses (26) (9)
Net profit before finance costs and
taxation 1,123 1,118
------------------------------------------------- ----------- -----------
Finance costs (1,934) (1,826)
------------------------------------------------- ----------- -----------
Loss on ordinary activities before
taxation (811) (708)
Taxation 83 -
------ ------------------------------------------ ----------- -----------
Loss on ordinary activities attributable
to the owners of the parent (728) (708)
Other comprehensive income - -
------ ------------------------------------------ ----------- -----------
Total comprehensive loss for the period (728) (708)
------------------------------------------------- ----------- -----------
Basic and diluted earnings per ordinary
3 share GBP(14.56) GBP(14.16)
------ ------------------------------------------ ----------- -----------
The amounts dealt with in the Statement of Comprehensive Income
are all derived from continuing activities.
Statement of Changes in Equity (unaudited)
Ordinary Total
Share Revenue Shareholders'
For the six months ended 31 March 2013 Capital Reserves Funds
GBP'000 GBP'000 GBP'000
----------------------------------------- --------- ---------- ---------------
Total equity at 1 October 2012 50 (4,585) (4,535)
Total comprehensive loss for the period - (728) (728)
Total Equity attributable to the owners
of the parent at 31 March 2013 50 (5,313) (5,263)
----------------------------------------- --------- ---------- ---------------
Statement of Changes in Equity (unaudited)
Ordinary Total
Share Revenue Shareholders'
For the six months ended 31 March 2012 Capital Reserves Funds
GBP'000 GBP'000 GBP'000
----------------------------------------- --------- ---------- ---------------
Total equity at 1 October 2011 50 (3,102) (3,052)
Total comprehensive loss for the period - (708) (708)
Total Equity attributable to the owners
of the parent at 31 March 2012 50 (3,810) (3,760)
----------------------------------------- --------- ---------- ---------------
Balance Sheet (unaudited)
(Audited)
As at 31 As at 30 As at
Mar Sep 31 Mar
2013 2012 2012
Note GBP'000 GBP'000 GBP'000
----- --------------------------- ---------------------- ---------------------- ---------
Current Assets
Loans and receivables 53,121 51,441 50,322
Current tax asset - 469 468
Cash and cash equivalents 316 315 315
----- --------------------------- ---------------------- ---------------------- ---------
53,437 52,225 51,105
----- --------------------------- ---------------------- ---------------------- ---------
Current Liabilities
Other payables (23) (17) (6)
---------
Net Current Assets 53,414 52,208 51,099
----- --------------------------- ---------------------- ---------------------- ---------
Non-current Liabilities
Zero Dividend Preference
shares (58,677) (56,743) (54,859)
---------
Net Liabilities (5,263) (4,535) (3,760)
----- --------------------------- ---------------------- ---------------------- ---------
Capital and Reserves
Called-up Ordinary share
4 capital 50 50 50
Revenue Reserves (5,313) (4,585) (3,810)
---------
Total Equity Shareholders'
Funds (5,263) (4,535) (3,760)
----- --------------------------- ---------------------- ---------------------- ---------
The notes on pages 7 and 8 form an integral part of the
financial statements.
Cash Flow Statement (unaudited)
2013 2012
For the six months ended
31 March GBP'000 GBP'000
-------------------------------- -------- --------
Operating Activities
Interest received 1 -
Net Cash Inflow from Operating
Activities 1 -
-------------------------------- -------- --------
Net Cash Inflow from Financing
Activities - -
-------------------------------- -------- --------
Net increase in cash and
cash equivalents 1 -
-------------------------------- -------- --------
Cash and cash equivalents
at 1 October 315 315
-------------------------------- -------- --------
Cash and cash equivalents
at 31 March 316 315
-------------------------------- -------- --------
Notes to the Interim Financial Statements
Within the notes to the Interim Financial Statements all current
and comparative data covering periods to, or as at, 31 March are
unaudited unless otherwise indicated.
1 Basis of Preparation
The Interim Financial Statements are unaudited and do not
constitute financial statements within the meaning of Section 434
of the Companies Act 2006. The statutory accounts for the year
ended 30 September 2012, which were prepared in accordance with
International Financial Reporting Standards, as endorsed by the
European Union ("IFRS") and with those parts of the Companies Act
2006 applicable to companies reporting under IFRS, have been
delivered to the Registrar of Companies. The Auditors' opinion on
those accounts was unqualified, did not contain an emphasis of
matter paragraph and did not contain a statement made under Section
498(2) or Section 498(3) of the Companies Act 2006. The financial
information comprises the Balance Sheet as at 31 March 2013, 30
September 2012 and 31 March 2012 and for the periods ended 31 March
2013 and 31 March 2012, the related Statement of Comprehensive
Income, Statement of Changes in Equity, Cashflow Statement and the
related notes hereinafter referred to as "financial
information".
The financial information has been prepared in accordance with
the Disclosure and Transparency Rules of the Financial Conduct
Authority. The accounting policies adopted are consistent with
those of the previous financial year and with IAS 34 'Interim
Financial Reporting', as adopted by the European Union, and are set
out in the Annual Report for the year ended 30 September 2012,
which is available on the Company's website
(www.electraequity.com/eltz). The Interim Financial Statements have
been prepared on a going concern basis and under the historical
cost basis of accounting, modified to include the revaluation of
certain assets at fair value.
2 Segmental Analysis
The chief operating decision-maker has been identified as the
Board of the Company. The Board of the Company considers there to
be only one business segment and there is therefore no further
segmental analysis.
3 Earnings per Share
2013 2012
For the six months ended 31 March GBP GBP
------------------------------------------------- -------- --------
Earnings per Ordinary Share (basic and diluted) (14.56) (14.16)
------------------------------------------------- -------- --------
The calculation of earnings per share is based on the loss
attributable to the owners of the parent of GBP728,000 (2012:
GBP708,000) and on a weighted average number of 50,000 (2012:
50,000) ordinary shares of GBP1 each in issue.
4 Share Capital
2013 2012
As at 31 March GBP'000 GBP'000
------------------------------------------------------------------------ --------- ---------
Allotted, called up and fully paid 50,000 ordinary shares of GBP1 each 50 50
------------------------------------------------------------------------ --------- ---------
5 Related Party Transactions
Pursuant to a loan agreement between the Company and Electra, in
2009 the Company lent Electra the whole of the net proceeds of the
ZDP shares and these funds continue to be managed in accordance
with the investment policy of Electra. This loan is on terms
requiring its repayment by Electra to the Company at any time up to
or immediately prior to the ZDP repayment date. As at 31 March
2013, the outstanding balance of the loan was GBP53,121,000 (2012:
GBP50,322,000) including interest accrued of GBP7,854,000 (2012:
GBP5,586,000).
6 Immediate and Ultimate Parent
The Company's immediate and ultimate parent undertaking is
Electra, a company incorporated in Great Britain and registered in
England and Wales. Copies of the financial statements are available
at the Company's registered office at Paternoster House, 65 St.
Paul's Churchyard, London, EC4M 8AB.
Contact Details
Board of Directors
Colette Bowe (Chairman)
Geoffrey Cullinan
Roger Perkin
Telephone +44 (0)20 7214 4200
Secretary
Frostrow Capital LLP
25 Southampton Buildings
London WC2A 1AL
Telephone +44 (0)20 3008 4910
Registered Office
Paternoster House
65 St Paul's Churchyard
London EC4M 8AB
Company Number
06885579
Registered Independent Auditors
PricewaterhouseCoopers LLP
Chartered Accountants &
Statutory Auditors
7 More London Riverside
London SE1 2RT
Stockbroker
J.P. Morgan Cazenove
Registrar and Transfer Office
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex BN99 6DA
Telephone (UK) 0871 384 2351 *
Textel/Hard of hearing line (UK) 0871 384 2255 *
Telephone (Overseas) +44 121 415 7047
* Calls to these numbers cost 8p per minute plus network extras.
Other telephony providers' costs may vary. Lines open 8.30am to
5.30pm, Monday to Friday.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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