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MTH Mithras Inv.Tst

240.00
0.00 (0.00%)
18 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Mithras Inv.Tst LSE:MTH London Ordinary Share GB0005962864 ORD 2P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 240.00 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Mithras Investment Trust PLC Half-year Report (2037M)

26/07/2017 5:03pm

UK Regulatory


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TIDMMTH

RNS Number : 2037M

Mithras Investment Trust PLC

26 July 2017

MITHRAS INVESTMENT TRUST PLC (the "Company")

Interim Financial Results for the six months ended 30 June 2017

Announcement of Unaudited Results

This announcement contains regulated information.

Financial Summary

Group Financial Highlights

 
                                         Six months           Six months 
                                              ended                ended          Year ended 
                                            30 June              30 June         31 December 
                                               2017                 2016                2016 
 Net assets 
  attributable 
  to owners of                              GBP22.7              GBP26.3             GBP31.5 
  the Company                               million              million             million 
 Number of Ordinary 
  shares in issue 
  at end of period                       10,030,841           14,228,143          14,228,143 
 Net Asset Value 
  ("NAV") per 
  Ordinary share                        226.5 pence          185.2 pence         221.2 pence 
 Mid market 
  quoted share 
  price                                 221.0 pence          152.0 pence         181.3 pence 
 Discount                                      2.4%                17.9%               18.0% 
 
                                                   Cash distributions to shareholders during 
                                                      the period (dividends paid plus tender 
                                                                                     offers) 
 - Dividends                                 GBP0.1               GBP0.2              GBP0.2 
  paid                                      million              million             million 
                                             GBP9.2               GBP9.0              GBP9.0 
   *    Tender offer proceeds               million              million             million 
                                  -----------------    -----------------    ---------------- 
                                             GBP9.3               GBP9.2              GBP9.2 
                                            million              million             million 
                                  -----------------    -----------------    ---------------- 
 
 - Tender offer 
  proceeds per 
  Ordinary share                         64.2 pence           45.9 pence          45.9 pence 
 Net dividends 
  proposed per                                    -                    -           1.0 pence 
  Ordinary share 
 Total return                                GBP0.7               GBP1.9              GBP7.0 
  before tax                                million              million             million 
 Ongoing charges 
  (annualised)(1)                              1.8%                 1.6%                1.6% 
 Total expense 
  ratio (annualised)(2)                        2.7%                 2.4%                2.4% 
 

(1) The ongoing charges figures have been calculated using the Association of Investment Companies' ("AIC") recommended methodology and relate to the ongoing costs of running the Company. Subsidiary expenses, such as those incurred by MCP and non-recurring fees are therefore excluded from the calculation.

(2) The ratio reflects the ongoing expense for the Group. This follows the AIC guidance in calculating ongoing charges, but includes ongoing expenses of all subsidiaries.

Performance (% Total Return) at 30 June 2017

 
                                                              Since 
                   6 months   1 Year   3 Year   5 Year    Flotation 
                          %        %        %        %            % 
 Share price           22.4     46.1     55.0    122.7        477.4 
 NAV*                   2.8     22.8     49.6     63.8        368.5 
 FTSE All-Share 
  Index                 5.5     18.1     23.9     65.2        425.2 
 

*Returns based on NAV per share adjusted for dividends paid. The return since flotation is based on Group total return after tax before dividends, attributable to owners on opening owners' equity.

Summary Financial Information Following the Approval of the Realisation Strategy

 
                                                                       Tender 
                                                        Dividends       offer 
                                                             paid    proceeds 
                                                              per         per 
                      Net            Share               Ordinary    Ordinary 
                  assets*     NAV    price   Discount     share**       share 
                     GBPm       P        P          %           P           P 
 31 December 
  2009               49.8   137.2     69.0       49.7         5.0           - 
 31 December 
  2010               53.3   146.8    112.5       23.4         2.0           - 
 31 December 
  2011               52.7   145.1     99.5       31.4         2.0           - 
 31 December 
  2012               52.0   143.1    112.5       21.4         2.0           - 
 31 December 
  2013               44.3   160.4    137.5       14.3         1.0        37.6 
 31 December 
  2014               37.8   162.1    142.5       12.1         1.0        24.0 
 31 December 
  2015               33.7   173.0    146.5       15.3         1.0        25.8 
 31 December 
  2016               31.5   221.2    181.3       18.0         1.0        45.9 
 30 June 2017        22.7   226.5    221.0        2.4         1.0        64.2 
 

* Attributable to owners of the Company.

** This is the dividend in pence per Ordinary share paid during the calendar year, declared in the previous year.

Investment Manager's Review

Overview of Results for the Six Months ended 30 June 2017

The Company's NAV increased from 221.2 pence per share to 226.5 pence per share in the six months to 30 June 2017, an increase of 2.4%. This increase is after the final dividend of 1.0 pence per share paid to shareholders in May 2017. The Company has enjoyed another period of strong performance, with the exit environment remaining positive. The Company has made significant progress with its realisation strategy. Currency movements continue to impact NAV performance. Whilst the Company benefitted from Sterling weakening by 2.8% against the Euro, a strengthening in the value of the Sterling against the US Dollar by 5.1% negatively impacted performance.

The Company completed its sixth and largest tender offer in April 2017, buying back 29.5% of the remaining Ordinary shares in issue, returning GBP9.2 million of cash to shareholders. The Company has now returned a gross total of GBP44.1 million to shareholders by way of tender offers which equates to a total capital return of 119.7 pence per share or the cancellation of approximately 72% of the original shares in issue.

As with previous Interim Reports, these results are based upon the 31 March 2017 underlying fund valuations, being the latest available information. The Board has chosen to make a Directors' revaluation adjustment at 30 June 2017, making a provision of GBP0.3 million against the current valuation of the MCF portfolio.

During the period, the share price increased from 181.3 pence per share to 221.0 pence per share, an increase of 21.9%. The Company's discount has narrowed significantly from 18.0% to 2.4% reflecting the Company's continued progress with its realisation strategy.

Dividend

As approved by shareholders at the 2017 Annual General Meeting ("AGM"), a final dividend of 1.0 pence per share (2016: 1.0 pence final) was paid in May 2017 in respect of the year ended 31 December 2016. As we have stated consistently since the adoption of the realisation strategy, shareholders should expect the bulk of future returns to be in the form of capital rather than income distributions.

Investment Activity within MCF

Investment activity within MCF during the first six months of 2017 was limited with just GBP0.2 million of retained distribution proceeds required to meet ongoing obligations to MCF. In addition CVC Europe V acquired Medipole as an add-on acquisition to Elsan, the French private hospital operator, although this add-on acquisition of GBP0.3 million did not require further capital from the Company.

Realisations from MCF

MCF's mature portfolio has benefitted from a continuation of a sellers market for private equity. We highlighted at the recent AGM that the prospects for distributions in 2017 were excellent. This was borne out in the first half of 2017, with the Company receiving gross distribution proceeds of GBP14.2 million (June 2016: GBP6.3 million). OCM Principal Opportunities Fund IV distributed a total of GBP6.4 million, of which GBP6.3 million related to AdvancePierre Foods. This exit was completed in two stages; a sell down of shares post IPO in February 2017 and the subsequent sale to Tyson Foods in June 2017. CVC Europe V provided the Company with distribution proceeds of GBP3.8 million relating to a number of distributions including the sales of Quironsalud for a multiple in excess of 4.0x cost as well the full disposals of AlixPartners and Leslie's Holdings. As previously reported in the 2016 Annual Financial Report, PAI Europe V exited both Xella and Cerba Healthcare at multiples in excess of 2.0x cost with the Company's share of distributed proceeds amounting to GBP3.0 million. Doughty Hanson V exited LM Wind Power providing the Company with distribution proceeds of GBP0.8 million and Riverside Europe III provided a small distribution of GBP0.2 million.

Liquidity and Outstanding Commitments

The Group's liquidity position continues to be strong. During the period the Group's cash position has increased from GBP5.7 million to GBP10.0 million. This is after the return of GBP9.2 million to shareholders from the sixth tender offer in April 2017 and the 1.0 pence per share dividend paid in May 2017.

Excluding subsidiary company cash balances, the Company's cash balance of GBP9.4 million compares to a maximum outstanding commitment at 30 June 2017 to MCF of GBP3.2 million although our current expectation is that only up to GBP0.4 million will be drawn, leaving a cash surplus of GBP9.0 million at 30 June 2017. The Company is now giving consideration to the timing of its next tender offer.

Principal Risks and Uncertainties

The Company's investment activities expose it to various types of risks that are associated with its investment commitments to private equity limited partnerships. The principal risks are market risk, currency risk and liquidity risk in respect of these investments. Other key risks faced by the Company include investment strategy, management resources, regulatory, operational and financial risks. These risks, and the way in which they are managed, are described in more detail under the heading "Principal Risks and Uncertainties" within the Strategic Report in the Company's Annual Financial Report for the year ended 31 December 2016 as well as note 20 entitled "Financial Instruments, Capital and Risk Management". The Company's principal risks and uncertainties have not changed materially since the date of that Report.

Update on the Realisation Strategy

The Company has made significant progress with its realisation strategy during the first half of 2017. As a result of the realisations, there has been a significant reduction in the size of the investment portfolio to GBP13.0 million after carried interest (December 2016: GBP26.1 million). The sale of AdvancePierre Foods has reduced the proportion of pre-2010 vintage investments and the Company's residual underlying portfolio within MCF now comprises 31 portfolio companies.

MCF has moved swiftly through the carried interest catch up phase as highlighted at the 2017 AGM. This means that all future gains on investment will be allocated on a more conventional 90:10 split in favour of investors in MCF. The Company's current share of the carried interest provision within the MCF valuation is GBP3.0 million.

We expect to make one or two more tender offers before we commence the final stages of the realisation strategy. This should be sometime during the latter half of 2018. We therefore still believe it is appropriate to adopt the going concern basis for this Interim Report.

Outlook

The Company has enjoyed a strong start to 2017 both in terms of share price performance and cash generation. With MCF having moved through the carried interest catch up phase, the Company is now well placed for further growth in NAV. We have good visibility on the remaining residual MCF portfolio. We believe that the remaining portfolio is well positioned to deliver further distributions during the remainder of 2017. The Company's performance remains sensitive to currency movements, although this is now principally Sterling against the Euro. Whilst the political and economic environment remains uncertain, we are confident that the Company will continue to make further progress in delivering the realisation strategy.

Mithras Capital Partners LLP

Investment Manager

26 July 2017

Consolidated Investment Portfolio

At 30 June 2017

 
 
                                       Fair Value          % of 
 Investments at Fair Value                GBP'000    Portfolio* 
 
   MCF limited partnership 
   fund investments 
 CVC European Equity Partners 
  V                                         6,234            39 
 Doughty Hanson & Co V                      3,661            23 
 PAI Europe V                               2,591            16 
 OCM Principal Opportunities 
  Fund IV                                   2,200            14 
 Riverside Europe Fund III                  1,602            10 
 Net current assets held                       76             - 
  in MCF 
                                            (341)           (2) 
 Directors' revaluation adjustment      ---------     --------- 
 Investment portfolio excluding 
  MCF carried interest provision           16,023           100 
                                                          ===== 
   MCF carried interest provision         (2,985) 
                                        --------- 
   Total investment portfolio              13,038 
                                            ===== 
 Geographical spread of investments 
  by fund currency exposure 
 
 Continental Europe (EUR)                  13,747            86 
 North America (USD)                        2,200            14 
 United Kingdom (GBP)                          76             - 
                                        ---------     --------- 
                                           16,023           100 
                                                          ===== 
 MCF carried interest provision           (2,985) 
                                        --------- 
   Total investment portfolio              13,038 
                                            ===== 
 

* Investment portfolio excluding MCF carried interest provision.

Listed below are the ten largest underlying investments by value which account for 73% of the consolidated investment portfolio. All of these investments are held indirectly through the Company's commitment to MCF.

Top Ten Largest Underlying Investments within MCF

 
 Portfolio                                        Underlying                    Year          % of 
  Company         Sector          Country          Fund                of Investment     Portfolio 
--------------   -------------   -------------   ----------------   ----------------   ----------- 
                                                     Doughty 
                                                      Hanson 
                                                      & Co 
 TMF Group         Services         Netherlands       V                          2008           19% 
                                                     OCM Principal 
                                                      Opportunities 
 Cyanco            Basic            United            Fund 
  Holdings          Resources        States           IV                         2008            8% 
                                                     CVC European 
                                                      Equity 
                                                      Partners 
 Ista              Services         Germany           V                          2013            7% 
                   Food             United           PAI Europe 
 Froneri            & Beverage       Kingdom          V                          2013            7% 
                                                     CVC European 
                   Travel,                            Equity 
 Sky Betting        Leisure         United            Partners 
  & Gaming          & Retail         Kingdom          V                          2015            6% 
                                                     Riverside 
                                                      Europe 
 OrthoD                             United            Fund 
  Group            Healthcare        Kingdom          III                        2008            6% 
                                                     CVC European 
                   Travel,                            Equity 
                    Leisure                           Partners 
 Ahlsell            & Retail        Sweden            V                          2012            6% 
                                                     PAI Europe 
 ADB Safegate      Services         Belgium           V                          2013            5% 
                                                     OCM Principal 
 Dayton            Industrial                         Opportunities 
  Superior          Goods           United            Fund 
  Corporation       & Services       States           IV                         2008            5% 
                                                     CVC European 
                                                      Equity 
                                                      Partners 
 Elsan             Healthcare       France            V                          2014            4% 
 

Consolidated Investment Portfolio Analysis

Underlying Investments by Year of Investment (by valuation)

 
 Year         % 
 Pre-2010    41 
 2011         7 
 2012         8 
 2013        27 
 2014        11 
 2015         6 
 

Underlying Investments by Continent (by valuation)

 
 Continent      % 
 Europe 
  including 
  UK           84 
 North 
  America      16 
 

Underlying Investments by Sector (by valuation)

 
 Sector                   % 
 Services                33 
 Travel, Leisure 
  & Retail               15 
 Industrial Goods 
  & Services             13 
 Food & Beverage         11 
 Healthcare              10 
 Basic Resources          8 
 Telecoms, Media 
  & Technology            6 
 Oil, Gas & Chemicals     2 
 Building Materials 
  & Others                1 
 Financial Services 
  & Insurance             1 
 

Underlying Investments by Country (by valuation)

 
 Country            % 
 UK                25 
 Benelux           23 
 North America     16 
 France            13 
 Germany            8 
 Scandinavia        7 
 Italy              4 
 Czech Republic     4 
 

Unaudited Condensed Consolidated Statement of Comprehensive Income

 
                                                               Six months ended 
                                                                   30 June 2017 
                                              Revenue      Capital        Total 
                                               return       return       return 
                                   Notes      GBP'000      GBP'000      GBP'000 
 Income 
 Net gains on investments            9              -          519          519 
 Investment income                                365            -          365 
                                                  224            -          224 
 Other income                        5      ---------    ---------    --------- 
                                                  589          519        1,108 
                                            ---------    ---------    --------- 
 
   Expenses 
                                                (375)            -        (375) 
 Operating expenses                  6      ---------    ---------    --------- 
 Profit before taxation                           214          519          733 
                                                 (95)            -         (95) 
 Taxation                                   ---------    ---------    --------- 
 Profit and total comprehensive 
  income for the                                  119          519          638 
  period                                        =====        =====        ===== 
 
   Attributable to: 
 Owners of the Company                            103          519          622 
 Non-controlling Interests                         16            -           16 
 Basic and diluted earnings 
  per Ordinary share (pence)          8           0.8          4.1          4.9 
                                                =====        =====        ===== 
 

The total column of this statement represents the Consolidated Statement of Comprehensive Income, prepared in accordance with International Financial Reporting Standards ("IFRS"). The supplementary revenue return and capital return columns are both prepared under the guidance published by the AIC.

The notes form an integral part of these Condensed Consolidated Interim Financial Statements.

 
 
 
 
 
 
                                                                  Six months ended 
                                                                      30 June 2016 
                                                 Revenue      Capital        Total 
                                                  return       return       return 
                                      Notes      GBP'000      GBP'000      GBP'000 
 Income 
 Net gains on investments               9              -        2,013        2,013 
 Investment income                                    21            -           21 
                                                     232            -          232 
 Other income                           5      ---------    ---------    --------- 
                                                     253        2,013        2,266 
                                               ---------    ---------    --------- 
 Expenses 
                                                   (374)            -        (374) 
 Operating expenses                     6      ---------    ---------    --------- 
 (Loss)/proft before taxation                      (121)        2,013        1,892 
                                                     (3)            -          (3) 
 Taxation                                      ---------    ---------    --------- 
 (Loss)/profit and total 
  comprehensive income                             (124)        2,013        1,889 
  for the period                                   =====        =====        ===== 
 Attributable to: 
 Owners of the Company                             (140)        2,013        1,873 
 Non-controlling Interests                            16            -           16 
 Basic and diluted (loss)/earnings 
  per Ordinary share (pence)             8         (0.8)         11.4         10.6 
                                                   =====        =====        ===== 
 

The total column of this statement represents the Consolidated Statement of Comprehensive Income, prepared in accordance with International Financial Reporting Standards ("IFRS"). The supplementary revenue return and capital return columns are both prepared under the guidance published by the AIC.

The notes form an integral part of these Condensed Consolidated Interim Financial Statements.

 
 
                                            Unaudited Condensed Consolidated 
                                              Statement of Changes in Equity 
                                            For the six months ended 30 June 
                                                                        2017 
 
                                                                                      Total 
                                                                                     equity 
                                                                               attributable 
                                           Capital                                to owners          Non- 
                                Share   redemption      Capital      Revenue         of the   controlling        Total 
                              capital      reserve      reserve      reserve        Company      interest       equity 
                              GBP'000      GBP'000      GBP'000      GBP'000        GBP'000       GBP'000      GBP'000 
 
   At 1 January 
   2017                           285          550       26,185        4,458         31,478            21       31,499 
 Profit 
  and total 
  comprehensive 
  income 
  for the 
  period                            -            -          519          103            622            16          638 
                            ---------    ---------    ---------    ---------      ---------     ---------    --------- 
 Contributions 
  by and 
  distributions 
  to owners 
 Dividends 
  (note 
  7)                                -            -            -        (142)          (142)             -        (142) 
 Profit 
  share 
  paid to 
  members 
  in a 
  subsidiary                        -            -            -            -              -          (18)         (18) 
 Cost of 
  shares 
  purchased 
  for 
  cancellation 
  under 
  tender 
  offer                          (84)           84      (9,237)            -        (9,237)             -      (9,237) 
                            ---------    ---------    ---------    ---------      ---------     ---------    --------- 
 Total 
  contributions 
  by and 
  distributions                  (84)           84      (9,237)        (142)        (9,379)          (18)      (9,397) 
  to owners                 ---------    ---------    ---------    ---------      ---------     ---------    --------- 
 At 30                            201          634       17,467        4,419         22,721            19       22,740 
  June 2017                     =====        =====        =====      =======          =====         =====       ====== 
 
 
   The notes form an integral part of these Condensed 
   Consolidated Interim Financial Statements. 
 
 
   Unaudited Condensed Consolidated 
   Statement of Changes in Equity 
   For the six months ended 30 June 
   2016 
                                                                                      Total 
                                                                                     equity 
                                                                               attributable 
                                           Capital                                to owners          Non- 
                                Share   redemption      Capital      Revenue         of the   controlling        Total 
                              capital      reserve      reserve      reserve        Company      interest       equity 
                              GBP'000      GBP'000      GBP'000      GBP'000        GBP'000       GBP'000      GBP'000 
 
   At 1 January 
   2016                           390          445       28,239        4,644         33,718            21       33,739 
 Profit/(loss) 
  and total 
  comprehensive 
  income 
  for the 
  period                            -            -        2,013        (140)          1,873            16        1,889 
                            ---------    ---------    ---------    ---------      ---------     ---------    --------- 
 Contributions 
  by and 
  distributions 
  to owners 
 Dividends 
  (note 
  7)                                -            -            -        (195)          (195)             -        (195) 
 Profit 
  share 
  paid to 
  members 
  in a 
  subsidiary                        -            -            -            -              -          (18)         (18) 
 Cost of 
  shares 
  purchased 
  for 
  cancellation 
  under 
  tender                        (105)          105      (9,051)            -        (9,051)             -      (9,051) 
  offer                     ---------    ---------    ---------    ---------      ---------     ---------    --------- 
 Total 
  contributions 
  by and 
  distributions                 (105)          105      (9,051)        (195)        (9,246)          (18)      (9,264) 
  to owners                 ---------    ---------    ---------    ---------      ---------     ---------    --------- 
 At 30                            285          550       21,201        4,309         26,345            19       26,364 
  June 2016                     =====        =====        =====      =======          =====         =====       ====== 
 
 
 
 
                                           The notes form an integral part of these Condensed 
                                                   Consolidated Interim Financial Statements. 
 
 
                                               Unaudited Condensed Consolidated Balance Sheet 
 
                                                   Unaudited        Audited      Unaudited 
                                                     30 June    31 December        30 June 
                                                        2017           2016           2016 
                                        Notes        GBP'000        GBP'000        GBP'000 
 Non-current assets 
 Investments at 
  fair value through                                  13,038         26,113         23,155 
  profit or loss                           9      ----------     ----------     ---------- 
 Current assets 
 Receivables                                              29             20             28 
 Current tax receivable                                    -             42              - 
                                                      10,029          5,691          3,562 
 Cash and cash equivalents                        ----------     ----------     ---------- 
                                                      10,058          5,753          3,590 
                                                  ----------     ----------     ---------- 
                                                      23,096         31,866         26,745 
 Total assets                                     ----------     ----------     ---------- 
 Current liabilities 
 Payables                                              (117)          (154)          (139) 
                                                        (39)           (13)           (42) 
 Current tax liability                            ----------     ----------     ---------- 
                                                       (156)          (167)          (181) 
                                                  ----------     ----------     ---------- 
 Total assets less                                    22,940         31,699         26,564 
  current liabilities                                  =====          =====          ===== 
 Non-current liabilities 
  Retention arrangement 
  for key management 
  personnel                               12           (200)          (200)          (200) 
                                                      ======         ======         ====== 
 Net assets                                           22,740         31,499         26,364 
                                                      ======         ======         ====== 
 
 Equity attributable 
  to owners of the 
  Company 
 Share capital                                           201            285            285 
 Capital redemption 
  reserve                                                634            550            550 
 Capital reserve                                      17,467         26,185         21,201 
                                                       4,419          4,458          4,309 
 Revenue reserve                                 -----------    -----------      --------- 
 Equity attributable 
  to owners of the 
  Company                                             22,721         31,478         26,345 
 Non-controlling                                          19             21             19 
  Interest                                       -----------    -----------     ---------- 
 Total equity                                         22,740         31,499         26,364 
                                                       =====          =====          ===== 
            Net assets per 
             Ordinary share 
             (pence)                                   226.5          221.2          185.2 
              *    basic and diluted      10           =====          =====          ===== 
 
 

The notes form an integral part of these Condensed Consolidated Interim Financial Statements.

Unaudited Condensed Consolidated Cash Flow Statement

 
                                      Six months   Six months 
                                           ended        ended 
                                         30 June      30 June 
                                            2017         2016 
                              Notes      GBP'000      GBP'000 
 Cash flows from operating 
  activities 
 Investment income 
  received                                   365           21 
 Interest income received                      6           15 
 Investment management 
  fees received                              218          219 
 Cash paid to service 
  providers                                (349)        (317) 
 Compensation to key 
  management personnel                      (75)         (75) 
 Taxation (paid)/received                   (27)           55 
 Calls on commitment            9          (297)        (159) 
 Proceeds on partial                      13,891        6,235 
  disposal of investment        9      ---------    --------- 
 Net cash flow from                       13,732        5,994 
  operating activities                 ---------    --------- 
 Cash flows from financing 
  activities 
 Equity dividends 
  paid                                     (142)        (195) 
 Profit share distributed 
  to Non-controlling 
  Interest                                  (18)         (18) 
 Tender offer proceeds                   (9,234)      (9,043) 
                                       ---------    --------- 
   Net cash flow from                    (9,394)      (9,256) 
   financing activities                ---------    --------- 
 Net increase/(decrease) 
  in cash and cash 
  equivalents                              4,338      (3,262) 
 Cash and cash equivalents                 5,691        6,824 
  at beginning of period               ---------    --------- 
 Cash and cash equivalents                10,029        3,562 
  at end of period                         =====        ===== 
 

The notes form an integral part of these Condensed Consolidated Interim Financial Statements.

Notes to the Interim Financial Statements

1. General Information

Mithras Investment Trust plc is a company incorporated and domiciled in the United Kingdom. The Condensed Consolidated Interim Financial Statements of the Group for the six months ended 30 June 2017 comprise the Company and its subsidiaries, Mithras Investments Limited ("MIL"), Mithras Capital Holdings Limited ("MCH"), Mithras Capital Partners LLP ("MCP"), Mithras Capital Partners GP Limited ("MCGP") and Mithras Capital Scottish GP LLP ("MCSGP") together referred to as the "Group". The nature of the Group's operations and its principal activities are set out in note 4 Segment Reporting.

The Group's organisational structure is unchanged from the structure set out in note 17 of the Company's Annual Financial Report for the year ended 31 December 2016.

2. Statement of Compliance

These Condensed Consolidated Interim Financial Statements have been prepared in accordance with the Disclosure Guidance and Transparency and Listing Rules of the Financial Conduct Authority ("FCA") and with International Accounting Standard 34, 'Interim Financial Reporting' as adopted by the EU. They do not include all the information required for a full Annual Financial Report and should be read in conjunction with the Consolidated Financial Statements of the Group for the year ended 31 December 2016, which have been prepared in accordance with IFRS as adopted by the EU.

The Directors have reviewed the guidance issued by the Financial Reporting Council in order to determine whether the going concern basis should be used in preparing the Financial Statements for the six months ended 30 June 2017. In doing so, the Directors have reviewed the likely operational costs and cash flows for the Group for the twelve months from the date of signing this Report and are of the opinion that the Group has adequate resources to continue in operational existence for the foreseeable future. The Directors have agreed that it is appropriate to continue to adopt the going concern basis in the preparation of the Financial Statements as the Company follows its realisation strategy. After due consideration, no material uncertainties have been identified that would cast significant doubt over the ability of the Group to continue as a going concern.

The Condensed Consolidated Interim Financial Statements were authorised and approved for issue by the Board of Directors on 26 July 2017.

The Condensed Consolidated Interim Financial Statements do not comprise Statutory Accounts within the meaning of Section 434 of the Companies Act 2006. Statutory Accounts for the year ended 31 December 2016 were approved by the Board of Directors on 23 February 2017 and delivered to the Registrar of Companies. The Auditors' report on those Financial Statements was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under Section 498 of the Companies Act 2006.

The Interim Report and Financial Statements are being sent to shareholders and copies will be made available to the public at the Registered Office of the Company at 10 Harewood Avenue, London NW1 6AA and on the Company's website www.mithrasinvestmenttrust.com.

3. Significant Accounting Policies

The accounting policies and estimates applied are consistent with those of the Annual Financial Report for the year ended 31 December 2016. Those standards which have become applicable during the period have had no significant impact on the Group.

Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual earnings.

Nothing has been noted in the Update on the Realisation Strategy section of the Investment Manager's Review which would be expected to have a material impact on the accounting policies for the year ended 31 December 2017.

4. Segment Reporting

The chief operating decision-maker has been identified as the Board of Directors. The Board reviews the Group's internal reporting in order to assess performance and allocate resources. The Board has determined the operating segments based on these reports.

The Board considers the operating segments to be investment holdings and private equity fund-of-funds management. The Board assesses the performance of the Group based upon the KPI's as stated in the Strategic Report on pages 12 to 15 of the 2016 Annual Financial Report.

Investment holdings represent the Group and Company's operations and commitment to MCF. Comprehensive income for this segment is derived from gains and losses on investments, income from investments, interest income and other income. The private equity fund-of-funds management business is undertaken by MCP. Revenue for this segment is primarily derived from management services provided to MCF.

 
                                                 Private 
                                                  equity 
                              Investment   fund-of-funds 
                                holdings      management   Consolidated 
 30 June 2017                    GBP'000         GBP'000        GBP'000 
 Net gains on investments            519               -            519 
 Investment income                   365               -            365 
 Interest income                       6               -              6 
 Other income                          -             218            218 
                                   (239)           (136)          (375) 
 Operating expenses           ----------     -----------    ----------- 
 Profit before taxation              651              82            733 
                                    (95)               -           (95) 
 Taxation                     ----------     -----------    ----------- 
 Profit for the                      556              82            638 
  period                           =====          ======         ====== 
 Segment assets                   22,955             141         23,096 
                                   (345)            (11)          (356) 
 Segment liabilities          ----------     -----------    ----------- 
 Net segment assets               22,610             130         22,740 
  at 30 June 2017                  =====          ======         ====== 
 
 
                                                 Private 
                                                  equity 
                              Investment   fund-of-funds 
                                holdings      management   Consolidated 
 31 December 2016                GBP'000         GBP'000        GBP'000 
 Net gains on investments          6,992               -          6,992 
 Investment income                   300               -            300 
 Interest income                      19               -             19 
 Other income                          -             440            440 
                                   (468)           (260)          (728) 
 Operating expenses           ----------     -----------    ----------- 
 Profit before taxation            6,843             180          7,023 
                                      12               -             12 
 Taxation                     ----------     -----------    ----------- 
 Profit for the                    6,855             180          7,035 
  period                          ======         =======        ======= 
 Segment assets                   31,707             159         31,866 
                                   (349)            (18)          (367) 
 Segment liabilities          ----------     -----------    ----------- 
 Net segment assets 
  at 31 December                  31,358             141         31,499 
  2016                            ======         =======        ======= 
 
                                                 Private 
                                                  equity 
                              Investment   fund-of-funds 
                                holdings      management   Consolidated 
 30 June 2016                    GBP'000         GBP'000        GBP'000 
 Net gains on investments          2,013               -          2,013 
 Investment income                    21               -             21 
 Interest income                      13               -             13 
 Other income                          -             219            219 
                                   (241)           (133)          (374) 
 Operating expenses           ----------     -----------    ----------- 
 Profit before taxation            1,806              86          1,892 
                                     (3)               -            (3) 
 Taxation                     ----------     -----------    ----------- 
 Profit for the                    1,803              86          1,889 
  period                           =====          ======         ====== 
 Segment assets                   26,607             138         26,745 
                                   (370)            (11)          (381) 
 Segment liabilities          ----------     -----------    ----------- 
 Net segment assets               26,237             127         26,364 
  at 30 June 2016                  =====          ======         ====== 
 

5. Other Income

 
                            Six months     Six months 
                                 ended          ended 
                          30 June 2017        30 June 
                                                 2016 
                               GBP'000        GBP'000 
 Investment management 
  fee income*                      218            219 
                                     6             13 
 Deposit interest          -----------    ----------- 
                                   224            232 
                                ======         ====== 
 

*Investment management fee income is derived from priority profit share paid by MCF to MCGP. This is calculated at

0.4% of commitments to MCF.

6. Operating Expenses

 
                                    Six months       Six months 
                                         ended            ended 
                                  30 June 2017          30 June 
                                                           2016 
                                       GBP'000          GBP'000 
 Auditors' remuneration 
  - audit of the Consolidated 
  and Parent Company Financial 
  Statements                                15               15 
 Auditor's remuneration 
  - audit of the Company's 
  subsidiaries                              10               10 
 Auditor's remuneration 
  - audit related assurance 
  services                                  13               13 
 Directors' emoluments                      59               59 
 Compensation to key 
  management personnel 
  (note 12)                                 75               75 
 Other administrative 
  expenses                                 203              202 
                                   -----------      ----------- 
                                           375              374 
                                        ======           ====== 
 

Compensation to key management personnel includes payments made to members of MCP but excludes Directors' emoluments.

All expenses include VAT where applicable, with the exception of audit fees which are shown net.

Auditors' remuneration for audit assurance services related to the interim review and fees relating to regulatory reporting. There were no other non-audit services provided by the Auditors.

Other administrative expenditure includes: administration fees, legal and professional fees, general office costs.

The split of expenses incurred by the Company and MCP is disclosed in note 4 above.

7. Dividends

The following dividends were declared by the Company:

 
                                   Six months   Six months 
                                        ended        ended 
                                      30 June      30 June 
                                         2017         2016 
                                      GBP'000      GBP'000 
 Final paid in relation to 
  the year ended 31 December 
  2016: 1.0 pence (2015: 1.0 
  pence) per Ordinary 2.0 pence 
  share                                   142          195 
                                       ======       ====== 
 

The final dividend of 1.0 pence per Ordinary share, for the year ended 31 December 2016, was paid on 5 May 2017 on 14,228,143 shares.

8. Earnings per Ordinary Share

The calculation of the basic and diluted earnings per Ordinary share is based on the following data:

 
                                   Six months                 Six months ended 
                                      ended 
                                  30 June 2017                  30 June 2016 
                           Revenue   Capital             Revenue   Capital 
                            return    return     Total    return    return     Total 
                           GBP'000   GBP'000   GBP'000   GBP'000   GBP'000   GBP'000 
 Earnings for the 
  purpose of basic 
  earnings per Ordinary 
  share being net 
  profit attributable          103       519       622     (140)     2,013     1,873 
  to owners                 ======    ======    ======    ======    ======    ====== 
 Weighted average 
  number of Ordinary 
  shares for the purpose 
  of calculating basic 
  earnings per Ordinary                     12,744,014                    17,640,070 
  share                                      =========                     ========= 
 

There is no dilution effect and therefore no difference between the diluted earnings per Ordinary share and the basic earnings per Ordinary share stated above.

9. Investments at Fair Value Through Profit and Loss

 
                             Six months     Year ended    Six months 
                               ended 30    31 December         ended 
                                   June           2016       30 June 
                                   2017                         2016 
                                GBP'000        GBP'000       GBP'000 
 Opening cost at 
  beginning of period            20,940         26,277        26,277 
 Gains at beginning               5,173            941           941 
  of period                  ----------     ----------    ---------- 
 Opening fair value              26,113         27,218        27,218 
  at beginning of               =======        =======       ======= 
  period 
 Movements in the 
  period: 
 Call on commitment                 297            209           159 
 Proceeds on partial 
  disposal of 
  investment                   (13,891)        (8,306)       (6,235) 
 Gains on partial 
  disposal of investment          9,087          2,760         1,656 
 Unrealised fair                (8,568)          4,232           357 
  value movements            ----------     ----------    ---------- 
 Closing fair value              13,038         26,113        23,155 
  at end of period           ----------     ----------    ---------- 
 Closing cost at 
  end of period                  16,433         20,940        21,857 
 Gains at end of                (3,395)          5,173         1,298 
  period                        =======        =======       ======= 
 Closing fair value              13,038         26,113        23,155 
  at end of period              =======        =======       ======= 
 Analysis of net 
  gain/(loss) on 
  investments 
 Gains on partial 
  disposal of investment          9,087          2,760         1,656 
 Fair value movements           (8,568)          4,232           357 
                              ---------      ---------     --------- 
                                    519          6,992         2,013 
                                 ======         ======        ====== 
 

The Group is required to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

-- Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1);

-- Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2); and

-- Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).

The level of the fair value hierarchy, within which the fair value measurement is categorised, is determined on the basis of the lowest level input that is significant to the fair value of the investment.

All investments of the Group are classified within level 3 for the six months ended 30 June 2017 and for the 2016 financial year.

The valuation of the Group's interest in MCF is calculated in accordance with International Private Equity and Venture Capital Guidelines and is based upon the NAV's of the five Underlying Funds in which MCF has invested. As a starting point, MCF's provisional valuation is based upon the sum of its pro rata share of each of the Underlying Fund's NAV. The Underlying Funds NAV's are themselves derived from the fair value of the 31 portfolio companies held by MCF and are computed by the Underlying Fund investment managers using the most appropriate valuation technique for each individual portfolio company.

The Board then considers whether this MCF NAV requires further adjustment. The Investment Manager prepares a valuation paper at the interim and year end reporting date. This valuation paper considers the valuation processes and techniques of each Underlying Fund investment manager and also the specific valuation methodology of the ten largest investments. This review also considers market conditions and any subsequent investments or realisations post balance sheet. The principal regular adjustment to the provisional MCF NAV is in respect of non co-terminous reporting periods. There is usually a significant delay in the receipt of Underlying Fund reporting and where this is the case, the Investment Manager will seek indications from Underlying Fund investment managers as to the expected valuation movements between the latest available Underlying Fund NAV and the reporting date. The Board then reviews the valuation paper along with any proposed adjustments in respect of non co-terminus reporting periods and these amounts are aggregated to represent a fair value adjustment to the MCF provisional NAV. These represent the Directors' revaluation adjustment. As at 30 June 2017, this represents 3% of the Limited Partnership fair value balance and therefore the Directors' believe that this is not so significant as to warrant further disclosure other than as outlined above. The Investment Manager has visibility over the valuation methodology for over 99% of the underlying portfolio companies in terms of their fair value and the value they contribute to the MCF NAV.

MCF has a carried interest scheme where carried interest of 10% could become payable once MCF has returned all capital contributed by LPs in addition to exceeding a net MCF IRR of 8%. As at 30 June 2017, MCF has a net MCF IRR in excess of 8% and therefore a provision has been made by MCF within its valuation for carried interest. The Company's share of this carried interest provision is GBP3.0 million.

Given the number of underlying investments, the Directors have not presented a sensitivity analysis at an individual input level for these investments as they do not deem it to be material. The Investment Manager does not prepare an aggregated input sensitivity analysis at a private equity fund level for all of MCF's underlying fund investments or at the limited partnership level. This is because the Company has a diversified mature investment portfolio and a change in the estimate of one input on an individual portfolio company would not be significant in terms of the overall valuation of MCF. While the portfolio companies are concentrated in certain sectors, these portfolio companies within the sectors are located in different countries. Furthermore, the valuation methodology for the portfolio companies has been consistent over time.

There were no transfers between levels for the six months ended 30 June 2017, nor for the year ended 31 December 2016.

10. Net Assets per Ordinary Share

The basic total net assets per Ordinary share is based on the net assets attributable to owners shown in the Balance Sheet as at 30 June 2017, and on 10,030,841 Ordinary shares, being the number of Ordinary shares in issue at 30 June 2017 (30 June 2016: 14,228,143; 31 December 2016: 14,228,143).

There is no dilution effect and therefore no difference between the diluted total net assets per Ordinary share and the basic total net assets per Ordinary share stated above.

11. Guarantees and Commitments

(a) Guarantees

The Company has agreed to provide such financial support to MIL as it may require to continue trading as a going concern.

(b) Commitments

The Company has a maximum outstanding commitment of GBP3.2 million to MCF at 30 June 2017 (30 June 2016: GBP3.3 million; 31 December 2016: GBP3.5 million). This will take the form of capital calls.

12. Related Party Transactions and Disclosures

The following note provides details of the Group and Company's related party disclosures and related party transactions during the period:

(a) Under the Investment Management Agreement, dated 27 March 2009, the Company paid fees of GBP32,000 (30 June 2016: GBP32,000; 31 December 2016: GBP64,000) to MCP, of which GBP16,000 was outstanding at 30 June 2017 (30 June 2016: GBP16,000; 31 December 2016: GBP16,000).

(b) Legal & General Assurance Society Limited held 31.51% of the Ordinary share capital of the Company as at 30 June 2017 (30 June 2016: 32.92%; 31 December 2016: 32.92%).

(c) Mr Boylan, the Managing Partner and Designated Member of MCP, in his personal capacity held 0.40% (30 June 2016: 0.39%; 31 December 2016: 0.39%) of the Ordinary share capital of the Company as at 30 June 2017. Mr Boylan is a member of MCP and has a profit entitlement of 15% of the profits in MCP (30 June 2016: 15%; 31 December 2016: 15%).

(d) Under a Retention Arrangement dated 5 November 2014, Mr Boylan will become entitled, on completion of the realisation strategy, to a sum of GBP200,000 in consideration for acquiring his 15% minority interest in MCP (referred to as the Non-controlling Interest within the Consolidated Financial Statements). The circumstances that will give rise to the completion of the realisation strategy could vary depending upon the choice of exit route taken by the Company and the arrangement is subject to good leaver provisions.

(e) The compensation payable to key management personnel (which includes members of MCP but excludes Directors of the Company) amounted to GBP75,000 (30 June 2016: GBP75,000; 31 December 2016: GBP149,000) paid as guaranteed drawings. Profit share distributed to the Non-controlling Interests (members of MCP) amounted to GBP18,000 (30 June 2016: GBP18,000; 31 December 2016: GBP34,000).

(f ) The Company invests in MCF, which is managed by MCP. A carried interest scheme operates for the benefit of the founder partners in the scheme. The founder partners are Ms Gillian Brown, Mr Adrian Johnson and Mr Boylan. Carried interest of 10% of investment profits could become payable once MCF has returned all capital contributed by investors as well as exceeding a net IRR of 8% per annum. As at 30 June 2017, MCF's net fund IRR was 8.6% and a provision of GBP3.0 million was made against the valuation of MCF. No carried interest payments were made during the period or have been since the inception of MCF.

Statement of Directors' Responsibilities

In respect of the Interim Report and Financial Statements for the six months ended 30 June 2017, we confirm that to the best of our knowledge:

-- The Interim Report and Financial Statements have been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting' issued by the International Accounting Standards Board, as adopted by the EU and give a true and fair view of the assets, liabilities, financial position and profit of the Company as required by DTR 4.2.4R of the Disclosure Guidance and Transparency Rules;

-- The Investment Manager's Review includes a true and fair review of the information required by DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an indication of the important events that have occurred during the first six months of the financial year and their impact on the Interim Report and Financial Statements;

-- In accordance with DTR 4.2.8R of the Disclosure Guidance and Transparency Rules and as disclosed in note 12 above, there have been no changes in the nature or magnitude of the related party transactions that have taken place in the first six months of the current financial year and, therefore, there is nothing to report on any material effect by such a transaction on the financial position or the performance of the Company during the period; and

-- In accordance with DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, the description of the principal risks and uncertainties as disclosed in the Investment Manager's Review is a fair review of the information required under DTR 4.2.7R for the remaining six months of the year.

On behalf of the Board

Mithras Investment Trust plc

Company Number: 2478424

William Maltby

Chairman

26 July 2017

Interim Report and Financial Statements

The Company's Interim Report and Financial Statements for the six months ended 30 June 2017 will be posted to shareholders in August 2017. Copies of the Interim Report and Financial Statements will be available from the Registered Office of the Company at 10 Harewood Avenue, London NW1 6AA and on the website, www.mithrasinvestmenttrust.com, which is a website maintained by the Company's Investment Manager, MCP. A copy of the Interim Report and Financial Statements for the six months ended 30 June 2017 has been submitted to the National Storage Mechanism of the UK Listing Authority and will shortly be available for inspection at: www.Hemscott.com/nsm.do.

For further information, please contact:

Susan Gledhill

Company Secretary

For and on behalf of

BNP Paribas Secretarial Services Limited

Tel: 020 7410 5971

26 July 2017

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR BUGDRRUDBGRL

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July 26, 2017 12:03 ET (16:03 GMT)

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