REG - Electra Priv. Equity - Half Yearly Report <Origin Href="QuoteRef">ELTA.L</Origin> - Part 4

UnboundAnnouncement

15/07/2015 18:43

- Part 4: For the preceding part double click  ID:nRSU8444Nc 

adequate
resources to continue in operational existence for the foreseeable future. 
 
Forward-looking Statements 
 
Certain statements in this Half Year Report are forward looking. Although the
Company believes that the expectations reflected in these forward looking
statements are reasonable, it can give no assurance that these expectations
will prove to have been correct. Because these statements involve risks and
uncertainties, actual results may differ materially from those expressed or
implied by these forward looking statements. The Company undertakes no
obligation to update any forward-looking statements whether as a result of new
information, future events or otherwise. 
 
Responsibility Statement 
 
The Directors confirm to the best of their knowledge that: 
 
a)    the condensed consolidated interim financial statements have been
prepared in accordance with IAS 34 as adopted by the European Union; and 
 
b)    the Half Year Management Report includes a fair review of the
information required by: 
 
(i)            DTR 4.2.7R of the Disclosure and Transparency Rules, being an
indication of important events that have occurred during the first six months
of the financial year and their impact on the condensed set of financial
statements; and a description of the principal risks and uncertainties for the
remaining six months of the year; and 
 
(ii)           DTR 4.2.8R of the Disclosure and Transparency Rules, being
related party transactions that have taken place in the first six months of
the current financial year and that have materially affected the financial
position or performance of the Company during that period; and any changes in
the related party transactions described in the last annual report that could
do so. 
 
By order of the Board of Directors 
 
Roger Yates 
 
Chairman 
 
20 May 2015 
 
Information for Shareholders 
 
Financial Calendar for 2015 
 
Annual General Meeting                                                        
                                                       16 March 2015 
 
Half-year Results announced                                                   
                                                      21 May 2015 
 
Annual Results announced                                                      
                            November/December 2015 
 
Website and 
 
Electra News via Email 
 
For further information on share and Bond prices, regulatory news and other
information, please visit www.electraequity.com. 
 
If you would like to receive email notice of our announcements please visit
the Electra website at www.electraequity.com and click on the "Subscribe to
receive news alerts" logo on the Home page. Registering for email alerts will
not stop you receiving Annual Reports or any other documents you have selected
to receive by post or electronically. 
 
Shareholder Enquiries 
 
In the event of queries regarding your ordinary shareholding, please contact
the Company's registrar, Equiniti Limited, who will be able to assist you
with: 
 
·      registered holdings 
 
·      balance queries 
 
·      lost certificates 
 
·      change of address notifications 
 
Equiniti Limited's full details are provided on page 63 or please visit
www.equiniti.com. 
 
If you are an existing shareholder and wish to buy more/sell your shares in
Electra: 
 
An internet and telephone dealing service has been arranged through Equiniti,
which provides a simple way for UK shareholders of Electra to buy or sell
Electra's shares. For full details and terms and conditions simply log onto
www.shareview.co.uk/dealing or call 0871 384 2351. Please note that lines are
open 8.30am to 5.30pm Monday to Friday (excluding bank holidays) and calls to
this number cost 8p per minute plus network extras. 
 
The service is only available to shareholders of Electra who hold shares in
their own name, with a UK registered address, who are aged 18 and over. 
 
Shareview Dealing is provided by Equiniti Financial Services Limited. Equiniti
Financial Services Limited is authorised and regulated by the Financial
Conduct Authority of 25 The North Colonnade, Canary Wharf, London E14 5HS (FCA
reference 468631). Equiniti Financial Services Limited is registered in
England and Wales with number 6208699. 
 
If you are not an existing shareholder: 
 
We recommend you seek your own personal financial advice from an appropriately
qualified independent adviser or alternatively contact your own broker.
Electra Private Equity's shares are listed on the London Stock Exchange as
ELTA. 
 
Please note. 
 
The above information is not a recommendation to buy or sell shares. The value
of shares and any income from them can fluctuate and you may get back less
than the amount invested. If you have any doubt over what action you should
take, please contact an authorised financial adviser. 
 
Dividend policy 
 
Following a review of the distribution policy in February 2015, the Board
implemented a distribution policy to return to shareholders a targeted 3% of
NAV per annum, by way of cash dividend or share buybacks. Any shares bought
back under this policy will be cancelled. 
 
In line with this revised distribution policy the Board has declared an
interim dividend of 1% of net asset value, in respect of the year ending 30
September 2015, amounting to 38p per ordinary share, which will be paid on 24
July 2015 to shareholders on the register of members at close of business on 5
June 2015. 
 
A dividend re-investment plan (DRIP) is being set up, which will allow
shareholders to use their cash dividends to add to their investment in the
Company. Rather than receiving a cheque through the post or a BACS payment to
their account, shareholders can elect to use their cash dividend to purchase
additional Electra Private Equity PLC shares. On investment of the dividend,
the participants are sent confirmation of the transaction details, a tax
voucher and a share certificate (assuming there isn't a corporate sponsored
nominee in place). 
 
A DRIP brochure (incorporating Terms & Conditions) and a personalised
application form are being sent to all shareholders with the Half Year Report
for the six months ended 31 March 2015. 
 
Shareholder total return performance for £1,000 invested 
 
 As at 31 March 2015                 Five years  Ten years  Fifteen years  Twenty years  
 Electra share price                 £2,340      £3,530     £3,020         £10,810       
 Morningstar PE Index share price *  £1,850      £1,360     £1,040         **£3,120      
 FTSE All-Share Index                £1,490      £2,110     £1,940         £4,610        
 
 
*        The above index, prepared by Morningstar UK Limited, reflects the
performance of 19 private equity vehicles, excluding Electra, listed on the
London Stock Exchange. 
 
**      19 year period only. 
 
Trading Information - Ordinary Shares 
 
Listing                                    London Stock Exchange 
 
ISIN                                        GB0003085445 
 
SEDOL                                  0308544 
 
Ticker/EPIC code                 ELTA 
 
Bloomberg                            ELTALN 
 
Reuters                                 ELTAL 
 
Convertible Bond 
 
What is a Convertible Bond? 
 
A convertible bond is a tradable debt that can be converted into a
predetermined amount of the company's equity during its life. 
 
In the case of Electra, £100 million of Convertible Bonds were raised in
December 2010. Each bond was priced at £1,000 per bond and generates 5%
interest per annum payable semi-annually in equal instalments in arrears on 29
June and 29 December in accordance with the terms of the Prospectus. 
 
Bondholders can convert their bonds into Electra shares at any time within the
life of the bond (expires 2017) in accordance with the terms of the
Prospectus. The conversion price in effect immediately upon issue of the bonds
is 2,050p. The Convertible Bond is listed on the London Stock Exchange and can
be traded like other listed securities. 
 
The Company has the option to convert all of the Bonds to ordinary shares on
or after 29 December 2015. This option is exercisable providing that on each
of at least 20 dealing days in any period of 30 consecutive dealing days the
Parity Value shall have exceeded 130% of the principal amount of the Bond.
Parity Value is the number of ordinary shares each Bond will convert into
multiplied by the volume weighted average price of an ordinary share. This
option is additionally exercisable if 85% or more of the original principal
amount of the Bonds have been redeemed/converted. 
 
In the unlikely event of Electra winding up, the Bondholders would rank above
the ordinary shareholders in terms of being entitled to the capital of
Electra. 
 
For further information please visit our website
www.electraequity.com/convertible. 
 
Trading Information - Convertible Bond 
 
Listing                                    London Stock Exchange 
 
ISIN                                        GB00B5B0NW64 
 
SEDOL                                  B5B0NW6 
 
Ticker/EPIC code                 ELTC 
 
Bloomberg                            ELTALN5 12/29/2017 Corp 
 
Zero Dividend Preference Shares 
 
What is a Zero Dividend Preference Share? 
 
ZDPs are a class of share with a limited life. They provide no annual income
or dividend but instead will pay out a fixed amount of capital (known as the
"final capital entitlement") at a specific date in the future (known as the
"redemption date"). In the case of Electra Private Equity Investments PLC, £46
million of ZDPs were raised in 2009 and have a redemption date of 5 August
2016. 
 
In the unlikely event of Electra winding up, the holders of ZDPs would rank
above both the holders of Convertible Bonds and the ordinary shareholders in
terms of being entitled to the capital of Electra. 
 
For further information please visit our website www.electraequity.com/Eltz. 
 
Share Fraud Warning 
 
We are aware that in the past a number of shareholders have received
unsolicited phone calls or correspondence concerning investment matters. These
are typically from overseas based brokers who target UK shareholders, offering
to sell them what often turn out to be worthless or high risk shares. These
operations are commonly known as Boiler Room scams. 
 
Please be very wary of any such calls or correspondence. Ask for the name and
organisation of the person calling you and check if they can be found on the
FCA Register. If they are not listed, please report it directly to the FCA
using their consumer helpline (0800 111 6768). You may also wish to advise us
by telephoning 020 7214 4200 or emailing ir@electrapartners.com. 
 
It is very unlikely that either the Company or the Company's Registrars,
Equiniti, would make unsolicited telephone calls to shareholders. Such calls
would only relate to official documentation already circulated to shareholders
and never be in respect of investment advice. 
 
Please remember that if you use an unauthorised firm to buy or sell shares,
you will not be eligible to receive payment under the Financial Services
Compensation Scheme if things go wrong. 
 
Other Useful Websites 
 
LPEQ 
 
Electra is a founder member of LPEQ, a group of private equity investment
trusts and similar vehicles listed on the London Stock Exchange and other
major European stock markets, formed to raise awareness and increase
understanding of listed private equity. 
 
LPEQ provides information on private equity in general, and the listed sector
in particular, undertaking and publishing research and working to improve
levels of knowledge about private equity among investors and their advisers. 
 
For further information visit www.lpeq.com 
 
Association of Investment Companies (AIC) 
 
Electra is a member of the AIC, the trade organisation for closed-ended
investment companies. The AIC represents a broad range of closed-ended
investment companies, including investment trusts, offshore investment
companies and venture capital trusts which are traded on the London Stock
Exchange, Alternative Investment Market, Special Financials Market, Euronext
and the Channel Islands Stock Exchange. 
 
For further information visit www.theaic.co.uk 
 
British Private Equity & Venture Capital Association (BVCA) 
 
Electra is a member of the BVCA, the industry body and public policy advocate
for the private equity and venture capital industry in the UK. The BVCA's aim
is to aid understanding around the activities of its members, promote the
private equity and venture capital industry to entrepreneurs and investors as
well as to Government, the EU, trade unions, international media and the
general public. They communicate the industry's impact and reinforce the
crucial role its members play in the global economy as a catalyst for change
and growth. 
 
For further information visit www.bvca.co.uk 
 
Glossary 
 
Carried interest 
 
The incentive arrangements, which are similar to arrangements found elsewhere
in the private equity industry, are designed to align Electra Partners'
interests with those of Electra's shareholders. These arrangements are
typically referred to as "carried interest". 
 
The carried interest payable to the members of Electra Partners is based on
three year pools of investments. Under the terms of this arrangement all
qualifying investments in a three year period are aggregated into a separate
pool. Electra must first receive back the aggregate cost of all the
investments in the pool, plus related priority profit share (see below) and an
8% compound return (this is often referred to as the "hurdle"). Once Electra
has received sufficient cash to pay the amounts as described above the members
of Electra Partners will be entitled to a carried interest of 18% of the
profits. Consequently, they will receive the next 18/82 of the hurdle so that
they will have an amount equal to 18% of the profits on the pool up to that
point (this is referred to as a "catch up"). Thereafter, Electra and the
members of Electra Partners will share future cash flows in the ratio of
82:18. 
 
Below is an example to illustrate in principle how the above described
arrangements work: 
 
                  £m     Assumptions                                                               
 Amount invested  500    Amount invested and priority profit share                                 
 Amount realised  1,000  Realised after year five                                                  
 Pool profit      500                                                                              
 Hurdle           (210)  8% per annum compound                                                     
 Catch up         46     18/82 of the hurdle                                                       
 Balance          44     The amount over the hurdle to get to an aggregate 18% of the pool profit  
 Total carry      90     18%                                                                       
 Electra          410    82%                                                                       
 
 
Commitments 
 
Legal obligation to provide capital for future investment in a private equity
fund or in relation to a single investment. 
 
Discount 
 
Investment trust shares frequently trade at a discount to NAV. This occurs
when the share price is less than the NAV. In this circumstance, the price
that a shareholder would pay or receive for a share would be less than the
value attributable to it by reference to the underlying assets. Traditionally
expressed as a percentage. 
 
Earnings multiple 
 
This is normally referred to as a price earnings (P/E) ratio. It is the ratio
of a company's valuation compared to its earnings. 
 
EBITDA 
 
Earnings Before Interest, Tax, Depreciation and Amortisation. Often used to
compare the profitability of similar companies. 
 
EBITDA margin 
 
EBITDA expressed as a percentage derived by dividing EBITDA by net sales. 
 
EV (enterprise value) 
 
This is the aggregate value of a company's entire issued share capital and net
debt. 
 
Gearing 
 
This is the level of a company's debt related to its equity capital and is
usually expressed in percentage form. It shows the extent to which a company
is funded by lenders as opposed to shareholders. 
 
Hedging 
 
Hedging is an investment technique designed to offset a potential loss on one
investment by purchasing a second investment that is expected to perform in
the opposite way. 
 
IPO (initial public offering) 
 
An offering by a company of its share capital to the public with a view to
seeking an admission of its shares to a recognised stock exchange. 
 
IRR (internal rate of return) 
 
Is the annualised return on an investment calculated from the cash flows
arising from that investment taking account of the timing of each cash flow.
It is derived by computing the discount rate at which the present value of all
subsequent cash flows arising from an investment are equal to the original
amount invested. 
 
Listed company 
 
Any company where the shares are freely tradable and are listed or traded on a
recognised stock exchange. 
 
LTM 
 
Last twelve months. 
 
NAV 
 
This is the value of all the Company's assets minus current and long-term
liabilities. Can also be referred to as 'shareholders' funds'. 
 
NAV per share 
 
This is the value of the Company's assets attributable to one Ordinary share.
It is calculated by dividing 'shareholders' funds' by the total number of
Ordinary shares in issue. 
 
Permanent Capital 
 
An investment entity that manages capital for an unlimited time horizon. 
 
Priority Profit Share 
 
This is a share of profits equivalent to a management fee. It is calculated at
1.5% of the gross value of the Company's core investment portfolio. From 1
April 2015 the management fee on Non-Core Listed and Primary Fund Investments
has reduced to 1%. 
 
Return on Equity (ROE) 
 
This is the total return divided by opening shareholder funds. Electra's ROE
has been calculated by taking the percentage change in diluted NAV per share
and adding back dividends paid per share. 
 
Total return 
 
The total return to shareholders is the aggregate of income and capital
profits of the investment portfolio for the year less all costs. 
 
Unlisted company 
 
Any company whose shares are not listed or traded on a recognised stock
exchange. 
 
Contact Details 
 
Board of Directors 
 
Roger Yates (Chairman) 
 
Dame Kate Barker 
 
Francesca Barnes 
 
Geoffrey Cullinan 
 
Josyane Gold 
 
Roger Perkin 
 
Telephone +44 (0)20 7214 4200 
 
www.electraequity.com 
 
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 
 
303062 
 
Manager 
 
Electra Partners LLP 
 
Paternoster House 
 
65 St Paul's Churchyard 
 
London EC4M 8AB 
 
Telephone +44 (0)20 7214 4200 
 
www.electrapartners.com 
 
Investor Relations 
 
Andrew Kenny and Nicholas Board 
 
Telephone +44 (0)20 7214 4200 
 
Email ir@electrapartners.com 
 
Registered Independent Auditors 
 
PricewaterhouseCoopers LLP 
 
Chartered Accountants & 
 
Statutory Auditors 
 
7 More London Riverside 
 
London SE1 2RT 
 
Stockbroker 
 
J.P. Morgan Cazenove 
 
Depositary 
 
Ipes Depositary (UK) Limited 
 
10 Lower Grosvenor Place 
 
London 
 
SW1W 0EN 
 
Registrar and Transfer Office 
 
Equiniti Limited 
 
Aspect House 
 
Spencer Road 
 
Lancing 
 
West Sussex BN99 6DA 
 
Telephone (UK) 0871 384 2351 * 
 
Textel/Hard of hearing line (UK) 0871 384 2255 * 
 
Telephone (Overseas) +44 121 415 7047 
 
*        Calls to these numbers cost 8p per minute plus network extras. Lines
open 8.30am to 5.30pm, Monday to Friday. 
 
This information is provided by RNS
The company news service from the London Stock Exchange