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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Henderson Pr | LSE:HPEQ | London | Ordinary Share | GB0030955313 | ORD 5P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 356.50 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
HENDERSON PRIVATE EQUITY INVESTMENT TRUST PLC
Annual Financial Report for the year ended 31 December 2012
26 April 2013 This announcement contains regulated information Investment Objective To conduct an orderly realisation of the assets of the Company in a manner that seeks to maximise their value and return cash to Shareholders promptly (the "Realisation Strategy"). Financial Highlights 31 December 31 December Change 2012 2011 % Net Assets(1) £14.2m £62.5m -77.3
Net Asset Value per Ordinary share(1) 400.1p 402.0p -0.5 Share price(2)
364.5p 319.0p +14.3 Discount(1) 8.9% 20.6% - On-going charges(1)~ 1.89% 1.54% -
On-going charges (including performance 5.45% 1.54% - fee) (1)~ FTSE All-Share Index(2)
3,093.4 2,857.9 +8.2 LPX Indirect Index(2)*# 49.1 39.7 +23.7 LPX Europe Index (2)# 321.0 257.6 +24.6
(1) Source: Henderson Global Investors Limited.
(2) Source: Morningstar.
~ On-going charges are calculated in accordance with recent guidance issued by the AIC as the total of the investment management fee and on-going administrative expenses divided by the average undiluted net asset value in the year. The figure for 2011 has been restated, in line with the guidance.
* The LPX Indirect Index represents the private equity companies most comparable to the Company traded on a European exchange.
# Sterling adjusted. MANAGEMENT REPORT CHAIRMAN'S STATEMENT
2012 was another positive year for your Company as its Realisation Strategy, adopted in September 2010, moved decisively towards a very successful final outcome.
The Portfolio Manager disposed of 11 investments at satisfactory prices generating disposal proceeds of £19.5 million. The Company also received distributions of £29.0 million from its unlisted fund holdings following the exit of their two largest underlying portfolio companies. These proceeds were used to fund £47.5 million of cash returns to Shareholders during the year so that the Company has now returned a total of £60.0 million to Shareholders since the adoption of the Realisation Strategy through dividends and tender offers. This compares favourably with the Company's market capitalisation of £24.4 million just prior to the change in strategy.
Pleasingly, there was also a further significant narrowing of the Company's share price discount to net asset value ("NAV") per share.
Realisation Strategy
On 27 September 2010 the Company's Shareholders voted decisively in favour of the Realisation Strategy recommended to them by the Board with the full support of the Portfolio Manager. Whilst no fixed timeframe was stipulated for the disposal programme, the Board's expectation was that it would be materially complete in two years, namely around September 2012. Considerable progress was made with the execution of the strategy
during 2012 so that the Company retained only two private equity unlisted fund investments at the year end, being Rutland Fund I and August Equity Partners I. Following the disposal of Advantage Healthcare by Rutland Fund I in December, only August Equity Fund I held any remaining portfolio companies at the year end. These were Boat International and Rollfold Holdings, both of which are likely to be exited over the next year.
It should once again be noted that as the portfolio has reduced in size, the risk associated with greater asset concentration has increased significantly.
Following the successful Third Tender Offer to Shareholders in December 2012, the Manager achieved the cash hurdle set for the payment of a performance fee and accordingly a fee of £1.1 million was paid. Given the advanced stage of the Realisation Strategy the Manager has been able to form a reliable estimate for the likely total remaining performance fee payable. Therefore at the year end a further performance fee of £0.8 million has been accrued meaning that the total performance fee expense for the year was £1.9 million.
Portfolio Valuation and Share Price Performance
The Company's investment portfolio again performed satisfactorily despite the continuing macro-economic uncertainty across Europe. At 31 December 2012 the Company's NAV per share was 400.1p compared with 402.0p at 31 December 2011, a decrease of 0.5% over the period.
The Company's share price continued to improve during the year, rising by 14.3% to 364.5p. This compared with a 23.7% rise in the LPX Indirect Index which includes the private equity companies most comparable to the Company that trade on a European exchange. This underperformance against the LPX Indirect Index follows two years of strong out-performance and reflects the fact that the Company has now converted most of its private equity portfolio into cash. The Company's share price still outperformed the FTSE All-Share Index which experienced an 8.2% rise during the period.
Encouragingly, the Company's share price discount to NAV per share continued to narrow falling to 8.9% by the year end. This compared favourably with 20.6% at 31 December 2011.
Balance Sheet and Liquidity
The asset realisations completed by the Portfolio Manager during the year generated £19.5 million and released the Company from £5.0 million of undrawn unlisted fund commitments. The Company also received distributions of £29.0 million from its unlisted fund investments. Notwithstanding the £47.5 million return of cash to Shareholders during the year, the Company ended the year with liquid assets (being cash, cash equivalents and listed holdings) of £2.8 million (31 December 2011: £7.4 million). This liquidity position was further strengthened after the year end when the Company received a cash distribution of £7.9 million from Rutland Fund I in relation to the sale of Advantage Healthcare during December. Regardless of the Company's strong liquidity and balance sheet position, the Board continues to work closely with the Portfolio Manager to assess and update the Company's cashflow projections on a regular basis. This process takes into account the timescales over which the now minimal level of remaining unlisted fund commitments may be drawn down and underlying portfolio investments may be realised. In the opinion of the Board the Company has sufficient resources to meet its future commitments until the Realisation Strategy is complete.
Related Party Transactions
During the year ended 31 December 2012, with the exception of fees paid in the ordinary course of business, no transactions with related parties have taken place that materially affected the financial position or performance
of the Company during the period. Details of related party transactions are contained in the Annual Report and Financial Statements.
Dividend
It remains the Company's policy to pay dividends only to the extent required to maintain investment trust status. In this regard, during the year the Company declared and paid a dividend for the year ended 31 December 2011 of £1.2 million (7.4p per share).
The Company will also pay a dividend of £79,609 (2.25p per share) in relation to the financial year ended 31 December 2012. The dividend of 2.25p per share will be paid on 31 May 2013 to Shareholders on the register of members on 10 May 2013; shares will go ex-dividend on 8 May 2013.
Summary and Outlook
The Realisation Strategy has progressed well with £60.0 million of cash returned to Shareholders to date and only two remaining underlying investments in the portfolio at the year end. Disposals have been completed at satisfactory valuations and the Company is debt free and liquid. During the year the Company's share price continued to perform satisfactorily and its share price discount to NAV per share narrowed further.
As announced on 8 February 2013, in view of the very advanced status of the Realisation Strategy, the Board is now aiming to post a circular to Shareholders during the second quarter of 2013 which will propose the Company's voluntary liquidation and the appointment of a liquidator.
It is expected that the voluntary liquidation proposal will include a substantial initial capital distribution by the liquidator to Shareholders at or around the date of the liquidator's appointment. The liquidator will, however, need to retain sufficient cash and other assets to cover the Company's estimated residual and contingent liabilities, with further distributions being made to Shareholders as and when possible.
It is of course the case that, even at this very advanced stage of the Realisation Strategy, the fragile macro-economic outlook across the UK and Europe could negatively impact the value of the Company's remaining investment in August Equity Partners I which represented £3.9 million of the Company's year end net asset value of £14.2 million. Notwithstanding this note of caution, the Board and the Portfolio Manager are delighted with the overall outcome of the Realisation Strategy which has proved to be highly beneficial for the Company and its Shareholders.
In view of this the Board would, on behalf of Shareholders, like to thank the Manager, and in particular Ian Barrass, the Portfolio Manager, for an outstanding effort.
John Mackie CBE Chairman 25 April 2013 PORTFOLIO MANAGER'S REVIEW Performance Overview
Following the Company's adoption of the Realisation Strategy on 27 September 2010, 2012 saw the second full year of disposal activity during what was another period of market uncertainty across the UK and Europe.
It is pleasing to report that 2012 proved to be another strong year for your Company as a further 11 investments were sold or transferred and significant cash returns were made to Shareholders. The Company has also benefited from an increase in share price and a further narrowing of its share price discount to NAV per share. This continued positive performance confirms that the adoption of the Realisation Strategy was the correct course of action and that it continues to be executed well.
Realisation Strategy
We made significant progress with the asset disposal programme during the year. The 11 private equity investments which were transferred or sold comprised five unlisted fund interests and six listed holdings.
The secondary market for private equity unlisted fund interests remained competitive during 2012 despite the volatile and uncertain macro-economic backdrop. We continued to exploit these generally attractive market conditions by completing five unlisted fund transfers. These were the Company's holdings in Pragma Capital II, Astorg IV, Fondinvest Capital VIII, Parallel Ventures 2006 and Century Capital Partners Fund IV. In each case the Portfolio Manager conducted a competitive auction in an attempt to maximise investor interest in each individual holding.
The five unlisted fund transfers produced cash proceeds of £17.2 million. On a blended basis they were transferred at around their combined carrying value and the overall outcome compared satisfactorily with prevailing levels of secondary market pricing. Importantly, the five transfers also released the Company from £5.0 million of undrawn commitments.
The Company's six remaining listed investments were realised during the year for a total of £2.3 million, 3% below their combined valuation at the 31 December 2011 year end.
In summary, therefore, cash disposal proceeds totalled £19.5 million during the year and were generated at values which met the Portfolio Manager's expectations.
Portfolio Activity - Unlisted Fund Drawdowns and Distributions
There was a good level of distribution activity during the year as the Company's more mature funds in particular benefited from what was generally regarded as a seller's market for good quality European mid-market corporate assets. Unlisted fund distributions totalled £29.0 million (2011: £10.0 million). The main highlight was a distribution of £18.5 million from Rutland Partners I following the sale of NoteMachine, the largest cash machine supplier in the UK. August Equity Partners I also produced a significant distribution with £9.5 million being received by the Company following the successful exit of Lifeways, a market leading provider of supported living for people with complex needs. These distributions represented a pleasing outcome as the Company was able to realise its two largest underlying investments at around their 31 December 2011 carrying value at which point they made up over 46% of the Total Portfolio. It should also be noted that in December Rutland Fund I sold its last remaining investment, Advantage Healthcare, to a corporate buyer at an attractive price. The Company received £7.9 million of proceeds from this sale after the year end on 31 January 2013.
In contrast there was a limited level of drawdown activity. Drawdowns were inevitably reduced by the transfer of five of the Company's seven unlisted fund investments during the year. As a result, unlisted fund drawdowns from the Company during the year totalled only £1.2 million (2011: £6.0 million).
Portfolio Valuation Despite the uncertain macro-economic environment, the Company's portfolio once again continued to perform creditably during the year. At 31 December 2012 the value of the Company's Total Portfolio, including cash and cash equivalents, was £15.3 million, of which £12.5 million (82.0%) represented investments in two unlisted funds. Following, however, the sale of Advantage Healthcare, which was completed in December 2012, it should be noted that the investment in Rutland Partners I was made up entirely of cash and other net current assets with the Company receiving a £7.9 million distribution in relation to Advantage Healthcare on 31 January 2013.
At 31 December 2012 69% of the unlisted fund portfolio has been valued using audited reports and 31% using unaudited reports.
Shareholders should note that the Realisation Strategy has contributed to the creation of increased asset concentration and, therefore, increased risk within the remaining private equity portfolio. It is particularly noteworthy that the Company's portfolio is now represented by only two underlying companies, both held in August Equity Partners I, namely Boat International and Rollfold Holdings, both of which are targeted for sale over the next year.
The value of Rollfold Holdings now constitutes more than 15% of total Company assets for the purposes of s1158. This means that the Company will currently make no additional investment in Rollfold Holdings through August Equity Partners I.
Company Liquidity
The Company's liquidity position remained strong during the year.
The Company disposed of 11 investments resulting in £19.5 million of disposal proceeds and the Company being released from £5.0 million of the £8.4 million of undrawn unlisted fund commitments that were outstanding at 31 December 2011. The Company experienced a net cash inflow from the activities of its unlisted fund holdings of £27.8 million. In addition to the portfolio activity, the Company exerted its usual tight cost control to preserve cash for Shareholders. The combination of these items all contributed to the Company being in a position to return £46.3 million to Shareholders through the Second and Third tender offers. In addition £1.2 million was returned to Shareholders by way of dividend required in order to maintain the Company's Investment trust status. Even after these significant returns of cash to Shareholders, the Company's year end liquidity position was strong with liquid assets (being cash, cash equivalents and listed holdings) of £2.8 million (31 December 2011: £7.4 million) and unlisted fund undrawn commitments of only £2.7 million compared with £8.4 million a year previously. It should be noted that the majority of these undrawn commitments relate to Rutland Fund I which exited its last investment in December 2012. Therefore Rutland Fund I is not expected to request further drawdowns.
Summary and Prospects
The Company is now in the last stages of the Realisation Strategy which was adopted in September 2010. During this time the Company's share price has increased significantly, it has repaid and cancelled its bank facilities and has returned £60.0 million to Shareholders through capital returns and dividends. This compares with the Company's market capitalisation of £24.4 million immediately prior to the Company's announcement that it intended to adopt the Realisation Strategy. The Company and its Shareholders have to date therefore benefited greatly from the adoption of the Realisation Strategy. In view of the very advanced status of the Realisation Strategy, it is expected that the Company will enter into voluntary liquidation and a liquidator will be formally appointed by the end of the second quarter of 2013. A preferred liquidator has now been identified and is working with the Portfolio Manager to ensure a smooth transition towards voluntary liquidation. Given the Company's strong liquidity position it is also expected that the liquidation proposals which will be put to Shareholders will include a substantial initial capital distribution by the liquidator which will be remitted to all Shareholders on the Company's share register around the time the liquidator is appointed.
Any of the Company's assets which are still unrealised at the time of the liquidator's appointment will become the responsibility of the liquidator. It is, however, currently intended that the Portfolio Manager will be retained by the liquidator to oversee any final realisations.
Ian Barrass Portfolio Manager 25 April 2013 Investment Review
The Company's investments at 31 December 2012 were:
Valuation at Vintage/ 31 December Country/ Investment 2012 % of Investment Category Region date £'000 Portfolio Rutland Fund I Unlisted Fund UK 2000 8,583 56.2
August Equity Partners Unlisted Fund UK 2001 3,929
25.8 I ----------- ----------- Total Investments 12,512 82.0 ---------- --------- Cash and cash 2,752 18.0 equivalents ---------- --------- Total Portfolio 15,264 100.0 ====== ===== Unlisted Fund Managers Rutland Partners Rutland Partners ("Rutland"), founded in 1986, invests in UK companies which may be underperforming, in need of restructuring or entering a period of change. Rutland does not focus on any specific sectors and provides equity for management buy-outs, buy-ins, institutional buy-outs, public-to-privates, turnarounds, secondary purchases and replacement capital. It invests between £10 million and £50 million of equity per investment into UK companies valued at between £20 million and £200 million. www.rutlandpartners.com
August Equity Partners
August Equity Partners provides equity capital for management buy-outs, buy-ins, development capital and replacement capital in growing businesses. It invests between £10 million and £25 million of equity in UK companies in the healthcare, media and technology, industrial products and services and business services sectors. www.augustequity.com
Underlying Investments of August Equity Partners I
Boat International Rollfold Holdings ("Rixonway") Valuation £0.6 million Valuation £3.5 million Percentage of Total 3.9% Percentage of Total 22.9% Portfolio Portfolio
Boat International is an international Rixonway is a UK kitchen publisher of market leading magazines and manufacturing business with a websites and an events organiser targeted particular focus on the social at the super yacht community.
housing market. The company was established in 1979 and is located www.boatinternational.com in Dewsbury near Leeds. www.rixonway.com Income Statement for the year ended 31 December 2012 Year ended 31 December 2012 Year ended 31 December 2011 Revenue Capital Revenue Capital return return Total return return Total £'000 £'000 £'000 £'000 £'000 £'000 Gains on investments held at fair value through profit or loss - 1,492 1,492 - 11,433 11,433 Losses on foreign exchange - (66) (66) - (54) (54) Income 1,076 - 1,076 2,847 - 2,847 Investment management fee (600) - (600) (660) - (660) Performance fee - (1,900) (1,900) - - - Administrative expenses (408) (20) (428) (591) - (591) --------- ---------- ----------- --------- ---------- ----------- Return on ordinary activities before finance costs and taxation 68 (494) (426) 1,596 11,379 12,975 Interest payable and similar charges - - - (123)
- (123)
--------- ---------- ----------- --------- ---------- ----------- Return on ordinary activities before taxation 68 (494) (426) 1,473 11,379 12,852 Taxation 3 - 3 - - - --------- ---------- ----------- --------- ---------- ----------- Return on ordinary activities after finance costs and taxation (note 6) 71 (494) (423) 1,473 11,379 12,852 --------- ---------- ----------- --------- ---------- ----------- Return per Ordinary share 0.5p (3.5)p (3.0)p 7.9p 60.8p 68.7p --------- ---------- ----------- --------- ---------- ----------- Number of Ordinary shares in issue at year end 3,538,185 15,551,506 Average number of Ordinary shares in issue during the year 13,974,085 18,696,574 The total columns of this statement represent the profit and loss account of the Company. The revenue and capital columns are supplementary to this and are provided in accordance with guidance issued by the Association of Investment Companies. The Company has no recognised gains or losses other than those disclosed in the Income Statement and the Reconciliation of Movements in Shareholders' Funds. Accordingly, no Statement of Total Recognised Gains and Losses is presented.
All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued in the current or prior year.
The notes form an integral part of these financial statements.
Reconciliation of Movement in Shareholders' Funds for the year ended 31 December 2012 Called-up Share Capital share premium redemption Capital Revenue Shareholders' Year ended 31 December capital account reserve reserves reserve funds 2012 £'000 £'000 £'000 £'000 £'000 £'000 Balance at 1 January 2012 778 17,321 911 41,582 1,921 62,513 Net return from ordinary activities (note 6) - - - (494) 71 (423) Dividends paid (note 5) - - - - (1,151) (1,151) Tender offer of own shares (601) - 601 (46,781) - (46,781) Share premium cancelled - (17,321) - 17,321 - - ---------- ---------- ---------- ---------- ---------- ---------- Balance at 31 December 2012 177 - 1,512 11,628 841 14,158 ====== ====== ====== ====== ====== ====== Called-up Share Capital share premium redemption Capital Revenue Shareholders' Year ended 31 December capital account reserve reserves reserve funds 2011 £'000 £'000 £'000 £'000 £'000 £'000 Balance at 1 January 2011 984 17,321 705 42,770 499 62,279 Net return from ordinary activities (note 6) - - - 11,379 1,473 12,852 Dividends paid (note 5) - - - - (51) (51) Tender offer of own shares (164) - 164 (12,567) - (12,567) Treasury shares cancelled (42) - 42 - - - ---------- ---------- ---------- ---------- ---------- ---------- Balance at 31 December 2011 778 17,321 911 41,582 1,921 62,513 ====== ====== ====== ====== ====== ======
The notes form an integral part of these financial statements.
Balance Sheet at 31 December 2012 2012 2011 £'000 £'000 Fixed assets Investments held at fair value through profit or loss 12,512 57,443 ----------- ----------- Current assets Debtors 5 337 Cash and cash equivalents 2,752 5,051 ---------- ---------- 2,757 5,388 ---------- ---------- Current liabilities Creditors - amounts falling due within one year (1,111) (318) ---------- ---------- Net current assets 1,646 5,070 ---------- ---------- Net assets 14,158 62,513 ---------- ---------- Capital and reserves Called-up share capital 177 778 Share premium - 17,321 Capital redemption reserve 1,512 911 Capital reserve 11,628 41,582 Revenue reserve 841 1,921 ---------- ---------- Equity Shareholders' Funds 14,158 62,513 ====== ====== Net asset value per Ordinary Share 400.1p 402.0p ====== ======
The notes form an integral part of these financial statements.
Cash Flow Statement for the year ended 31 December 2012 2012 2012 2011 2011 £'000 £'000 £'000 £'000
Net cash (outflow)/inflow from operating (1,043)
1,367 activities Servicing of finance Bank interest paid - (170) ----------- ----------- - (170) Taxation Tax refunded 3 9 ----------- ----------- 3 9 Financial Investment
Purchase of unlisted fixed asset investments (1,135)
(6,018)
Sale of listed fixed asset investments 2,306
2,444
Sale of unlisted fixed asset investments 45,578
35,596
-----------
-----------
Net cash inflow from financial investments 46,749
32,022 Equity dividends paid (1,151) (51) Management of liquid resources Purchase of AAA rated money market funds (40,244)
(15,801)
Sale of AAA rated money market funds 41,400
12,050
------------
-----------
Net cash inflow/(outflow) from management 1,156 (3,751)
of liquid resources
----------- ----------- Net cash inflow before financing 45,714
29,426 Financing Bank loan repaid - (15,651)
Tender offer of own shares (including expenses) (46,791)
(12,558) ------------ ----------- (46,791) (28,209) ----------- ----------- (Decrease)/increase in cash (1,077) 1,217 ======= ======= Reconciliation of net cash flow to movement in net funds (Decrease)/increase in cash (as above) (1,077) 1,217 Net funds at start of the year 5,051 137 Losses on foreign exchange (66) (54) Net change in liquid resources (1,156)
3,751 ------------ ------------ Net funds at end of the year 2,752 5,051 ======= =======
The notes form an integral part of these financial statements.
Notes to the Financial Statements
1. Accounting policies
The principal accounting policies have been applied consistently throughout the year ended 31 December 2012, are unchanged from 2011 and are set out below. Basis of preparation The financial statements have not been prepared on a going concern basis as the Company is seeking to realise the investment portfolio, return the capital to Shareholders and then liquidate the Company, as outlined in the asset Realisation Strategy agreed by Shareholders on 27 September 2010. The current expectation is that the process is likely to complete during 2013. Instead the financial statements have been prepared on a break-up basis. A review of the investment portfolio has been undertaken to identify those unlisted investments that will be held until the underlying fund investment reaches its contractual end and those that are likely to be exited early. The former have been valued as detailed in the Annual Report, largely based on the audited and unaudited valuations provided by the investee funds. The valuations of the latter have been based on the audited and unaudited valuations provided by the investee funds less any discount that the Portfolio Manager believes will arise on exiting the fund early. That discount amounted to £nil (2011: £3.1 million). The Company is not an investment company within the meaning of Section 833 of the Companies Act 2006; however, it conducts its affairs as an investment trust for taxation purposes under Sections 1158-1159 of the Corporation Tax Act 2010. As such, the Directors consider it appropriate to present the financial statements in accordance with the Statement of Recommended Practice `Financial Statements of Investment Trust Companies and Venture Capital Trusts' (the `SORP'), issued by The Association of Investment Companies in January 2009. 2012 2011 2. Income £'000 £'000 Income from fixed asset investments Franked income: Dividends from listed UK investments 1 11 ----------- ----------- 1 11 Unfranked income: Dividends from listed overseas investments - 12 Distributions from UK unlisted investments 966 2,710 Listed UK loan stock investments 5 62 Listed UK interest distribution - 3 ----------- ----------- 971 2,787 Total income from fixed asset investments 972 2,798 Other income Deposit interest 12 12 AAA rated money market fund interest 92 11 Miscellaneous income - 26 ----------- ----------- 104 49 ----------- ----------- Total income 1,076 2,847 ======= ======= Income from fixed asset investments: Listed 6 88 Unlisted 966 2,710 ----------- ----------- 972 2,798 ====== ====== 3. Investment Management 2012 2012 2012 2011 2011 Total Fee Revenue Capital Total Revenue Capital 2011 £'000 £'000 £'000 £'000 £'000 £'000 Investment management 600 - 600 660 - 660 fee Performance fee - 1,900 1,900 - - - --------- ----------- --------- ---------
----------- ----------- Total 600 1,900 2,500 660 - 660 ===== ====== ===== ===== ====== ======
From 1 October 2010, the management fee was fixed at a monthly fee of £70,000 (net of VAT)
per month for the first six months reducing to £50,000 (net of VAT) per month thereafter.
For the year under review therefore the Company paid £50,000 each month (net of VAT).
From 1 October 2010, the hurdle for the achievement of any performance fee was a cash
amount which must be returned to Shareholders before a performance fee could be earned.
The opening cash hurdle was £41,470,466 increasing at 8% (compound) per annum. At 31
December 2012 the cash hurdle was £49,308,237 compared with £59,950,916 which had been
returned to Shareholders at that point by way of cash return and dividends.
A performance fee of £1,900,000 was accrued during the year to 31 December 2012 (2011:
£nil) based on the level of actual and expected future Shareholder distributions, with
£1,077,728 already having been paid (2011: £nil), leaving a provision of £822,272 at the year end (2011: £nil). 2012 2012 2012 2011 2011 2011 Revenue Capital Total Revenue Capital Total 4. Taxation £'000 £'000 £'000
£'000 £'000 £'000
a) Analysis of tax charge for the year: UK corporation tax at 24.5% (2011: 26.5%) - - - - - - Adjustment in respect of prior years (3) - (3) - - - ----------- ----------- ----------- ----------- ----------- ----------- Total tax credit for the year (note 4b) (3) - (3) - - - ====== ====== ====== ====== ====== ====== b) Factors affecting tax charge for the year: The tax assessed for the year is lower than that resulting from
applying the standard
rate of corporation tax in the UK: 24.5% (2011: 26.5%). The
differences are explained
below: 2012 2012 2012 2011 2011 2011 Revenue Capital Total Revenue Capital Total £'000 £'000 £'000 £'000 £'000 £'000 Return on ordinary activities before taxation 68 (494)
(426) 1,473 11,379 12,852
------ ------- ------ ------ ------- -------- Tax thereon at 24.5% (2011: 26.5%) 17 (121) (104) 390 3,016 3,406 Tax on undistributed income of unlisted funds 305 - 305 344 - 344 Non taxable UK dividend income (237) - (237) (175) - (175) Non taxable foreign dividend income - - - (3) - (3) Non taxable capital gains - (349) (349) - (3,016) (3,016) Expenses not utilised for tax purposes - 470 470 - - - Utilisation of excess management expenses (85) - (85) (556) - (556) Prior year adjustment (3) - (3) - - - ------ ------- ------ ------ ------- -------- Current tax credit (3) - (3) - - - ==== ==== ==== ==== ==== ====
At the balance sheet date, the Company had unutilised excess management expenses of £3.7 million (2011: £2.9 million).
No deferred tax asset has been recognised as it is not considered probable that there will be future taxable profits available.
5. Dividends on Ordinary Shares
A dividend of £1,150,800 (7.4p per share) was declared and paid during the year in respect of the
2011 year end in order to comply with Section 1158 of the Corporation Tax Act 2010.
A dividend of £79,609 (2.25p per share) will be paid on 31 May 2013 in respect of the year ended 31
December 2012. The dividend will be paid to Shareholders on the register of members on 10 May 2013;
shares will go ex-dividend on 8 May 2013. 2012 2012 2012 2011 2011 2011 Revenue Capital Total
Revenue Capital Total 6. Return per Ordinary Share £'000 £'000 £'000
£'000 £'000 £'000 Attributable to Ordinary Shareholders 71 (494) (423) 1,473 11,379 12,852 ----------- ----------- ----------- ----------- ----------- ----------- Return per Ordinary share 0.5p (3.5)p (3.0)p (7.9p) 60.8p 68.7p ====== ====== ====== ====== ====== ======
The return per Ordinary share is based on the weighted average number of 13,974,085 Ordinary shares
in issue (2011: 18,696,574).
2012 2011 7. Commitments £'000 £'000 The level of outstanding commitments at the year end was: Rutland Fund I 2,315 2,839 August Equity Partners I 397 348 Fondinvest Capital VIII - 2,323 Pragma Capital II - 1,395 Parallel Ventures 2006 - 817 Century Capital Partners Fund IV - 422 Astorg IV - 295 ----------- ----------- Outstanding commitments 2,712 8,439 ======= ======= It should be noted that these funds are unlikely to have remaining commitments fully called as they are past their initial five-year investment periods and also because a portion of commitments is often held-back as a contingency. Overall, therefore, it is anticipated that drawdowns of outstanding commitments at 31 December 2012 are likely to total approximately £0.2 million prior to the Company entering its planned liquidation process.
8. Net Asset Value per Ordinary share
The Net Asset Value per Ordinary share (which equals the net value attributable to the Ordinary shares at the year end calculated in accordance with the Articles of Association) was as follows: 2012 2011 Net Asset Value per Ordinary share 400.1p 402.0p
Net Asset Value attributable to Ordinary £14,158,000 £62,513,000
shares of 5p The Net Asset Value per Ordinary share is based on 3,538,185 (2011: 15,551,506) Ordinary shares in issue at the year end.
9. 2012 Financial Information
The figures and financial information for 2012 are extracted from the annual financial statements for that period and do not constitute the statutory accounts. The Company's annual financial statements for the year ended 31 December 2012 have been audited but have not yet been delivered to the Registrar of Companies. The report of the Auditor on the 2012 annual financial statements was unqualified, did not include a reference to any matter to which the auditors drew attention without qualifying the report, and did not contain any statements under section 498 of the Companies Act 2006.
10. 2011 Financial Information
The figures and financial information for 2011 are extracted from the published Annual Report and Financial Statements for the year ended 31 December 2011 and do not constitute the statutory accounts for that year. The 2011 Annual Report and Financial Statements has been delivered to the Registrar of Companies and included the Report of the Independent Auditors which was unqualified and did not contain a statement under either section 237(2) or section 237(3) of the Companies Act 1985 or under section 498 of the Companies Act 2006.
11. Annual Report and Financial Statements
Copies of the Annual Report and Financial Statements will be posted to Shareholders in May 2013 and will be available on the Company's website (www.hendersonprivateequity.com) or in hard copy format from the Registered Office, 201 Bishopsgate, London EC2M 3AE.
12. Annual General Meeting
The Annual General Meeting will be held on Thursday, 27 June 2013 at 11.00 am at 201 Bishopsgate, London EC2M 3AE.
For further information please contact:
Ian Barrass (Portfolio Manager) Robin Archibald (Corporate Stockbroker) Henderson Private Equity Investment Trust plc Winterflood Securities Limited Telephone: 020 7818 2964 Telephone: 020 7100 0290
Sarah Gibbons-Cook (Investor Relations and PR Manager) Henderson Global Investors Limited
Telephone: 020 7818 3198
- ENDS -
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