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| Name | Symbol | Market | Type |
|---|---|---|---|
| Electra Pref | LSE:ELTZ | London | Preference Share |
| Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 154.50 | 0 | 01:00:00 |
From May 2019 to May 2024
TIDMELTZ
RNS Number : 1351H
Electra Private Equity Invest PLC
24 May 2011
ELECTRA PRIVATE EQUITY INVESTMENTS PLC
Unaudited Results for Half Year ended 31 March 2011
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 ZDP Shares
Group Asset Cover as at 31 March 2011: 11.0 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 share price from the first day the ZDP Shares were listed on 5 August 2009 through to 31 March 2011. The initial placing price of the ZDP Shares was 100p.
Share Price of ZDP Shares
Hot Features
Premium
Share price
p
-------- ------------
05 Aug
2009 102.0
30 Sep
2009 106.8
31 Mar
2010 107.8
30 Sep
2010 115.5
31 Mar
2011 116.1
-------- ------------
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.
Chairman's Statement
I am pleased to present the Company's Half Year Report for the six months ended 31 March 2011.
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
Ron Armstrong and Peter Williams retired as Directors of the Company on 24 February 2011. Both also retired as Directors of Electra on the same date.
Roger Perkin and I were respectively a Director and Chairman of the Company throughout the period and were joined on the Board by Michael Walton when he was appointed a Director of the Company on 31 March 2011. All of 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
23 May 2011
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 2011, is contained in the Corporate Summary of ZDP Shares and in the Chairman's Statement on pages 1 and 2.
Risk Management
As a wholly owned subsidiary of Electra, which was established solely for the purpose of issuing and redeeming ZDP Shares, the principal risks facing the Company include Financial Risk, Market Risk, Interest Rate Risk, Credit Risk and Liquidity Risk as set out in Note 13 in the Notes to the Accounts of the Company's Report and Accounts 30 September 2010. 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 30 September 2010.
Responsibility Statement
The Directors confirm to the best of their knowledge that:
a) the 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 the FSA's Disclosure and Transparency Rules (4.2.7R and 4.2.8R).
By order of the Board of Directors
Dr Colette Bowe
23 May 2011
Independent Auditors' Report
To Electra Private Equity Investments PLC
Introduction
We have been engaged by the Company to review the financial information in the Half Year Financial Report for the six months ended 31 March 2011, 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 Year Financial Report and considered whether it contains any apparent misstatements or material inconsistencies with the financial information reported.
Directors' responsibilities
The Half Year Financial Report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the Half Year Financial Report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.
As disclosed in note 1, the annual financial statements of the Company are prepared in accordance with IFRSs as adopted by the European Union. The financial information included in this Half Year 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 financial information in the Half Year 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 Services 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 set of financial information in the Half Year Financial Report for the six months ended 31 March 2011 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 Services Authority.
PricewaterhouseCoopers LLP
Chartered Accountants
London
23 May 2011
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 Half Year Financial Report since it was 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)
For the period ended 31 March 2011 2010
Note GBP'000 GBP'000
-------------------------------------------------- ----------- ----------
Income 1,053 1,962
Expenses (2) (76)
------------------------------------------------- ----------- ----------
Net profit before finance costs and
taxation 1,051 1,886
------------------------------------------------- ----------- ----------
Finance costs (1,705) (1,996)
------------------------------------------------- ----------- ----------
Loss on ordinary activities before
taxation (654) (110)
Taxation - -
------------------------------------------------- ----------- ----------
Loss on ordinary activities attributable
to the owners of the parent (654) (110)
Other comprehensive income - -
------------------------------------------------- ----------- ----------
Total comprehensive loss for the period (654) (110)
------------------------------------------------- ----------- ----------
4 Basic and diluted earnings per ordinary GBP(13.08) GBP(2.20)
share
------ ------------------------------------------ ----------- ----------
The amounts dealt with in the Statement of Comprehensive Income are all derived from continuing activities.
Statement of Changes in Equity (unaudited)
Called-up
For the six months ended 31 share Revenue Total shareholders'
March 2011 capital reserves funds
GBP'000 GBP'000 GBP'000
-------------------------------- ---------- ---------- --------------------
Total equity at 1 October 2010 50 (2,017) (1,967)
Total comprehensive loss for
the period - (654) (654)
-------------------------------- ---------- ---------- --------------------
Total equity attributable to
the owners of the parent at
31 March 50 (2,671) (2,621)
-------------------------------- ---------- ---------- --------------------
Statement of Changes in Equity (unaudited)
Called-up
For the period ended 31 March share Revenue Total shareholders'
2010 capital reserves funds
GBP'000 GBP'000 GBP'000
-------------------------------- ---------- ---------- --------------------
Total comprehensive loss for
the period - (110) (110)
Ordinary shares issued in
period 50 - 50
-------------------------------- ---------- ---------- --------------------
Total equity attributable to
the owners of the parent at
31 March 50 (110) (60)
-------------------------------- ---------- ---------- --------------------
Balance Sheet (unaudited)
(Audited)
As at As at As at
31 March 30 September 31 March
2011 2010 2010
Note GBP'000 GBP'000 GBP'000
----- ------------------------------ ---------- -------------- ----------
Current Assets
Loans and receivables 48,429 47,840 47,524
Cash and cash equivalents 315 315 315
----- ------------------------------ ---------- -------------- ----------
48,744 48,155 47,839
----- ------------------------------ ---------- -------------- ----------
Current Liabilities
Trade and other payables (100) (562) -
----- ------------------------------ ---------- -------------- ----------
Net Current Assets 48,644 47,593 47,839
----- ------------------------------ ---------- -------------- ----------
Non-Current Liabilities
Zero Dividend Preference
5 Shares (51,265) (49,560) (47,899)
----- ------------------------------ ---------- -------------- ----------
Net Liabilities (2,621) (1,967) (60)
----- ------------------------------ ---------- -------------- ----------
Capital and Reserves
Called-up ordinary share
6 capital 50 50 50
Retained earnings (2,671) (2,017) (110)
----- ------------------------------ ---------- -------------- ----------
Equity attributable to owners
of the parent (2,621) (1,967) (60)
----- ------------------------------ ---------- -------------- ----------
The notes on pages 8 to 9 form an integral part of the financial statements.
The Statement of Cash Flow (unaudited)
For the period ended 31 March 2011 2010
GBP'000 GBP'000
-------------------------------------- -------- ---------
Operating activities
Interest received - 1
Expenses paid - (50)
-------------------------------------- -------- ---------
Net cash outflow from operating
activities - (49)
-------------------------------------- -------- ---------
Financing Activities
Proceeds from issue of Ordinary
Shares - 50
Proceeds from issue of Zero Dividend
Preference Shares - 47,467
Finance costs - (693)
Intercompany loans advanced - (46,460)
-------------------------------------- -------- ---------
Net cash inflow from financing
activities - 364
-------------------------------------- -------- ---------
Changes in cash and cash equivalents - 315
-------------------------------------- -------- ---------
Cash and cash equivalents at 1
October 315 -
-------------------------------------- -------- ---------
Cash and cash equivalents at 31
March 315 315
-------------------------------------- -------- ---------
Notes to Financial Statements
1 Basis of Accounting
The Half Year Report is unaudited and does not constitute financial statements within the meaning of Section 434 of the Companies Act 2006.
The statutory accounts for the year ended 30 September 2010, 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 Auditor's opinion on those accounts was unqualified 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 Sheets as at 31 March 2011, 30 September 2010 and 31 March 2010 and for the periods ended 31 March 2011 and 31 March 2010, 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 Services Authority and the principal accounting policies set out in the Annual Report for the year ended 30 September 2010 which is available on Electra's website (www.electraequity.com). The financial statements are prepared in accordance with IAS 34.
Application of new standards
At the balance sheet date, the Company has adopted all Standards and IFRIC interpretations that were either issued, or which become effective, during the year. None of the standards adopted below had any significant impact on the accounts:
-- IFRS 1 (revised) First time adoption
-- IFRS 3 (revised) Business Combinations
-- IAS 27 (revised) Consolidated and separate financial statements
At the date of authorisation of these financial statements, the IASB and the IFRIC have issued the following standards, amendments and interpretations to be applied to financial statements with periods commencing on or after the following dates:
-- IAS 24 (revised) Related Party Disclosures (effective for financial periods beginning on or after 1 January 2011, subject to EU endorsement). Revises the definition of related parties.
-- IFRS 9 Financial instruments: Classification (effective for financial periods beginning on or after 1 January 2013). Standard addresses the classification and measurement of financial assets in the form of debt instrument or equity.
-- IFRS 7 (amendments) Financial Instruments: Disclosures (effective for financial periods beginning on or after 1 January 2011, subject to EU endorsement). Amendments include multiple clarifications related to the disclosures of financial instruments.
-- IAS 34 (amendments) Interim Financial Reporting (effective for financial periods beginning on or after 1 January 2011, subject to EU endorsement). Greater emphasis on disclosure involving significant events and transactions.
The Directors do not anticipate that the adoption of these standards and interpretations will have any significant impact on the financial statements other than to require some additional disclosures.
2 Segmental Analysis
The chief operating decision-maker has been identified as Electra Partners. Electra Partners considers there to be only one business segment and there is therefore no further segmental analysis.
3 Dividends
No dividend was paid during the six months ended 31 March 2011 (2010: nil).
4 Earnings per Share
For the period ended 31 March 2011 2010
GBP GBP
------------------------------- -------- -------
Earnings per ordinary share
(basic and diluted) (13.08) (2.20)
------------------------------- -------- -------
The calculation of earnings per share is based on the loss attributable to the owners of the parent of GBP654,000 (2010: GBP110,000) and on a weighted average number of 50,000 (2010: 50,000) ordinary shares of GBP1 each in issue.
5 Zero Dividend Preference Shares
As at 31 March 2011 2010
GBP'000 GBP'000
-------------------------- -------- --------
Zero Dividend Preference
Shares 51,265 47,899
-------------------------- -------- --------
On 5 August 2009, the Company issued 43,000,000 Zero Dividend Preference Shares at 100p each. On 2 December 2009, a further 4,295,000 Zero Dividend Preference Shares were issued at a price of 104p each. Each share has a par value of 0.01p and is redeemable on 5 August 2016 for 155.41p.
6 Share Capital
As at 31 March 2011 2010
GBP'000 GBP'000
------------------------------- -------- --------
Allotted, called up and fully
paid 50,000 ordinary shares
of GBP1 each 50 50
------------------------------- -------- --------
7 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 2011 the outstanding balance of the loan was GBP48,429,000 (31 March 2010: GBP47,524,000) including interest accrued of GBP3,374,000 (31 March 2010: GBP1,961,000).
8 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
Dr Colette Bowe (Chairman)
Roger Perkin
Michael Walton
Telephone +44 (0)20 7306 3883
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 are charged at 8p per minute from a BT landline. Other telephony providers' costs may vary.
The Half Year Report for the six months ended 31 March 2011 will be available on the Company's website www.electraequity.com/eltz shortly.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR PGUAGAUPGGMW
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