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Final Results

1st Mar 2013 07:00

CANDOVER INVESTMENTS PLC - Final Results

CANDOVER INVESTMENTS PLC - Final Results

PR Newswire

London, February 28

1st March 2013

Candover Investments plc

Preliminary unaudited results for the year ended 31st December 2012

* NAV - net assets per share of 608p at 31st December 2012, a 15.2% (109p)

decrease compared to the prior year (717p).

* Portfolio valuations down 10.7% over the year (89p) accounting for over 80%

of the drop in NAV. * Of the 11 portfolio investments, on a constant currency basis, 4 were written up, 2 were unchanged and 5 were written down.

* Fall in value at Expro International due principally to the dilutive impact

of Candover1 not re-investing in Expro International alongside the Candover

2008 Fund. Trading at Expro is improving, with revenues and earnings ahead

of prior year.

* Net debt - decreased by £11.3m to £26.7m at 31st December 2012 (31st

December 2011: £38.0m) following the disposal of Capital Safety Group and

receipt of a deferred contingent payment from Wood Mackenzie, offset by a

follow-on investment in Stork. There was a corresponding improvement in the

loan-to-value ratio which fell to 18.1% (31st December 2011: 20.6%). * Outstanding commitments - reduced to £5.9m at 31st December 2012 (31st December 2011: £14.9m). Commitments expire in August 2013.

* Continued focus on maintaining the company's financial stability. Operating

costs reduced and property liabilities mitigated.

Malcolm Fallen, Chief Executive Officer, said:

"We continue to track Arle's2 progress in meeting its objectives of maximisingthe value of the portfolio and preparing the businesses for exit. We have notseen as much progress in realising the portfolio as had been envisaged whenArle acquired Candover Partners. However, our aim remains to optimise the longterm value of the portfolio by returning cash to shareholders as soon as ispractical."

Ends.

1 Candover means Candover Investments plc and/or one or more of itssubsidiaries

2 Arle means Arle Capital Partners Limited

For further information, please contact:

Candover Investments plcMalcolm Fallen, CEO +44 20 7489 9848 Chairman's statement Our results for 2012 have once again been impacted by the volatility seen inthe markets, particularly in respect of foreign currency. The portfolio managedby Arle has in aggregate seen a further decline in value and this, combinedwith the relative strength of Sterling against the Euro and the costs ofrunning the Company, has resulted in a decrease of 15.2% in our net assetperformance during the year. Within Candover, we have continued to focus on maintaining the company'sfinancial stability by reducing our operating costs wherever possible. We havealso been able to achieve a further reduction in our net debt, following therealisation of Capital Safety Group early in the year, which is essential toexecuting our return of cash strategy.

The Board is not recommending a dividend payment, but the payment of dividendsin the future will be reviewed in the context of our focus on delivering aprogressive return of cash to shareholders over time as realisations areachieved by the investment manager.

There have been no changes to the Board during the year.

Although there are signs that the external environment is becoming more stable,the currency markets continue to be volatile. The Euro has appreciated byaround 5% against Sterling since year end which, given 90% of our net assetsare in Euros, means our NAV has increased by approximately £7 million. Our objective remains to optimise the long term value of theportfolio by returning cash to shareholders as soon as is practical. Progressin realising the portfolio has been slower than expected. We will continue totrack our manager's progress over the year ahead as it manages the portfolioand prepares the businesses for exit. Richard StoneChairman1st March 2013 CEO's report

During 2012, our focus has been on continuing to ensure our underlyingfinancial stability remains in place to support our strategy of a progressivereturn of cash to shareholders over time, whilst regularly reviewing theperformance of Arle, our investment manager.

Net asset value

The Company's net assets per share of 608p at 31st December 2012 decreased by15.2% over the full year from 31st December 2011 (717p), with the majority ofthis reduction occurring in the first half of the year. Our operating model means that there are two clear components to NAVprogression. These are the value of the portfolio assets and any changestherein; and the costs incurred in running the business, which are principallythe fees we pay to Arle Capital Partners, our investment manager, and the netinterest costs associated with the US Private Placement loan notes. The impactof these costs on NAV will either be offset by increases in the valuation ofthe portfolio during any financial period or will exacerbate the impact of anyreductions in portfolio value. NAV growth, therefore, is solely dependent onimprovements in the valuation of the portfolio managed by Arle. The portfolio continued to be affected by the economic volatility throughoutEurope and beyond. Write downs before currency movements were £21.9 million,offset by uplifts of £5.9 million. The overall value of the portfolio reducedby £19.6 million (89p per share) over the year, comprising net reductions invaluations of 73p per share and adverse currency movements of 16p per share. During 2012, recurring administrative expenses reduced by £1.2 million, areduction of 19%. We also completed the subletting of the leases on 20 OldBailey through to their expiry at the end of 2014. This enabled a write-back of£2.0 million of the property liability that was provided for at the end of2011. These recurring costs increased the decline in NAV resulting from thefall in portfolio values. The movements are set out in Table 1 of the Financialreview. Net debt Net debt during the year fell from £38.0 million at 31st December 2011 to £26.7million at 31st December 2012, with inflows from realisations offsetting thecombination of follow on investments and operating and financing costs.Candover received total realisation proceeds of £32.0 million, £29.2 millionfrom the sale of Capital Safety Group, with the remainder being receipt of adeferred contingent payment relating to the sale of Wood Mackenzie in 2009.Follow-on investments of £8.3 million were made, with the majority of thissupporting the refinancing and separation of the Stork businesses. Ourloan-to-value ratio saw a corresponding improvement from 20.6% at 31st December2011 to 18.1% at the year-end. Some of the proceeds from the Capital Safety Group realisation were used to paydown a further £7.5 million of our loan notes at par which helped to reduce ourfinancing costs during the second half of the year. Repayment of the US Private Placement loan notes is not due to begin untilOctober 2014, at which point the US dollar denominated notes and Eurodenominated notes are repayable. We have recently switched a proportion of ourSterling deposits to improve the matching of our US dollar liability. The Boardhave considered the latest realisation projections provided by the investmentmanager, which include the assumption, amongst others, that certainrealisations will be made prior to the US Private Placement loan notes fallingdue. The Board have concluded that, based on those assumptions and reflectingappropriate sensitivities, over the course of the next eighteen monthssufficient cash resources will be available to meet the repayments. There is anunderlying risk that if insufficient realisations are achieved by ourinvestment manager prior to January 2015, there would be a shortfall in thecash required to meet the loan note repayments. The Board will continue tomonitor the outlook carefully and are already reviewing a range of options,including refinancing existing facilities or obtaining new finance, to provideadditional liquidity should there be a material change in the assumptions.

Outstanding commitments

Outstanding commitments to the Candover 2005 Fund at 31st December 2012 were £5.9 million, compared to £14.9 million at the end of 2011. These commitmentsexpire on 26th August 2013.

Termination of the Candover 2001 Fund

Following two extension periods to its eight year life, the Candover 2001 Fundthat has two investments remaining, Qioptiq and Innovia, will be terminated on13th June 2013. It has been agreed with Candover and the Fund investors thatthese investments, both of which have good prospects, will continue to bemanaged by Arle until they can be realised at an appropriate price in anorderly manner. We believe that this is preferable to a distribution in specieto investors. Outlook It is disappointing that we have yet to witness a recovery in the value of theportfolio. We will continue to keep a tight control on the costs of thebusiness to minimise erosion of NAV. For its part, Arle will continue with itsstewardship of the portfolio to enhance the portfolio companies' values priorto their realisation. Malcolm FallenChief Executive Officer1st March 2013 Financial review Net asset value per share

Net asset value per share after exceptional non-recurring gains was 608p, afull year decrease of 15.2% since 31st December 2011 (717p) and a decrease of5.3% since 30th June 2012 (642p). Exceptional non-recurring gains haveincreased net assets per share by 9p. See Table 1.

Table 1 £m p/share Net asset value at 31stDecember 2011 156.6

717

Loss on financial instruments and other income1 (16.0)

(73)

Recurring administrative expenses (5.3) (24) Finance costs (5.6) (26) Others (including tax) 1.6 7 Currency impact: - Unrealised investments (3.6) (16) - Restatement of cash and cash equivalents (1.5)

(7)

- Translation of loan and fair value hedge adjustment 4.6 21balances Exceptional non-recurring gains: property 2.0 9provision Net asset value at 31stDecember 2012as reported 132.8

608

1Stated before adverse currency impact of £3.6 million

Investments

The valuation of investments, including carried interest and accrued loan noteinterest, was £163.5 million at 31st December 2012 (31st December 2011: £204.0million). Valuations decreased for the year by £16.0 million before currencyeffects and after disposal and acquisition of assets, representing a decreaseof 8.7% on the value of these investments over their 31st December 2011 value,and a decrease of 5.3% since 30th June 2012. The reduction in the value of theportfolio accounted for 82% of the overall reduction in net asset value. SeeTable 2. Table 2 £m Investments at 31stDecember 2011(including assets held for sale) 204.0 Disposals at valuation (29.2) Additions at cost 8.3 Investments adjusted for additions and disposals 183.1 Revaluation of investments: - Valuation movements before currency impact

(16.0)

- Currency impact on unrealised investments

(3.6)

Investments at 31st December 2012

163.5

Net debt and loan-to-value covenant

Candover's net debt decreased from £38.0 million at 31st December 2011 to £26.7million at 31stDecember 2012. This reflects net investment inflows of £14.8million, offset by cash interest charges of £10.0 million and operatingexpenses. A repayment at par of £7.5 million of the loan notes was completedusing some of the proceeds from the sale of Capital Safety Group. At this levelof net debt, the loan to value ratio of the Company's net debt was 18.1%compared to 20.6% at 31st December 2011. See Table 3. Table 3 31st December 31st December 2012 2011 £m £m Loans and borrowings 151.0 167.1 Less fair value hedge adjustment (7.0) (11.6) Deferred costs 0.4 0.6 Value of bonds 144.4 156.1 Cash (117.7) (118.1) Net debt 26.7 38.0 Outstanding commitment to the Candover 2005 Fund fell to £5.9 million over theperiod from £14.9 million at the previous year end, mainly due to a follow-oninvestment in the portfolio and foreign currency movements.

Profit beforeand aftertax

Net revenue loss before tax and exceptional non-recurring gains from continuingoperations for the year was £12.6 million compared to a profit of £8.7 millionin the prior year following the reversal of previous accrued income as a resultof the write down of investments in Stork and Parques Reunidos. Exceptional non-recurring gains of £2.0 million (2011: cost of £3.5 million)comprise a write back of the provision against the ongoing property liabilityfollowing the subletting of the premises at 20 Old Bailey.

Reported net revenue loss after taxation was £13.1 million compared to a gainof £3.4 million in the prior year.

Manager's portfolio review

ARLE CAPITAL PARTNERS LIMITED

Introduction

Arle is an independent private equity partnership that acts as the GeneralPartner of the Candover 2001 Fund and Manager of the Candover 2005 Fund,Candover 2008 Fund and the Preston Fund (together `the Funds'). Arle acts asinvestment manager for Candover who is a co-investor alongside the Funds. At31st December 2012, Candover and the Funds had a combined portfolio of 11investments in the Energy and Natural Resources, Industrials and Servicessectors, valued at a total of €1.9 billion.

Active Ownership

In 2012, Arle's principal focus was to ensure that portfolio company balancesheets, strategies and management teams were sufficiently robust to tradethrough the continuing tough economic conditions. During the period, weundertook a series of strategic reviews, completed four partial exits as wellas three value-enhancing acquisitions and we refinanced a large number of theportfolio companies in order to strengthen their respective capital structures. Within Arle, the investment team welcomed three prominent industrialists to thepartnership during the year. All three have successful track records of runningglobal businesses within our core sectors. The Operational Review Board(`ORB'), which meets quarterly to review the operational and financial progressof each portfolio company, now represents over 80 years of global industrialCEO experience and 90 years of investment experience. The ORB now includesFredrik Arp, as ORB Chairman, Sir George Buckley as Chairman of Arle, AndersPettersson, former CEO of Thule and Capital Safety Group and Dr Peter Goode,former CEO of Vetco, Aibel and Transfield Services Group. Our industrial partners also participate on the boards of Arle's portfoliocompanies where their deep sector knowledge, operational and strategicexpertise are applied for the benefit of all stakeholders. During the year, SirGeorge Buckley was appointed to the boards of Expro International andTechnogym, Anders Pettersson was appointed CEO of Hilding Anders and Dr PeterGoode remained a Non-Executive Director at Expro International. Fredrik Arptook up the chair at Parques Reunidos and also performs the same role at bothHilding Anders and Qioptiq.

Arle's blend of investment and industrial skills is helping us deliver ourActive Ownership strategy - to retain and build value in the portfolio - as weprepare each of our portfolio companies for future exit.

Portfolio overview

Overall, the actively managed investments in the portfolio collectivelyreported a 6.8% increase in revenues and a 5.3% increase in EBITDA in thetwelve months ended 31st December 2012.

Stork BV ended the year as two separate businesses, Stork Technical Services(`STS') and Fokker Technologies (`Fokker'), each with its own independentmanagement team, growth and exit strategies.

In August 2012, the capital structures of STS and Fokker were separated througha refinancing and new injection of shareholder capital. At the holding companylevel, the long term non-cash interest bearing debt was also refinanced. Thefinancing package for STS, which consisted of €272.5 million senior securedloan notes and a working capital facility of €100 million, facilitated the fullintegration of RBG which had been separately financed at the time of itsacquisition in May 2011. STS is now strongly positioned for growth in the oiland gas sector as a leading services and technology provider.

The financing package for Fokker consisted of a senior term loan of €150million and a working capital facility of €50 million. The new capitalstructure allows the company to consolidate its position as a leading providerof technologies, components and systems for the aerospace and defenceindustries.

Parques Reunidos (`Parques') had a difficult trading year. This was mainly dueto the domestic economic challenges in Italy and Spain as well as poor weatherconditions on some peak trading days, which offset strong trading in the US.During the first half of 2012, the group made two major park acquisitionsfunded from existing cash reserves, buying Noah's Ark, the largest water parkin the US and Slagharen, a leading attractions park in the Netherlands. Parquessuccessfully amended its covenants and extended its credit facilities to alignthe maturity of its European debt facilities with that of its US financingarrangements which will expire in 2017. This resulted in an appropriate capitalstructure that will permit Parques to execute its strategic growth plan throughuntil 2017. The financial performance of Expro International (`Expro') improved throughout2012 with revenues and earnings ahead of the prior year. Together with his teamCharles Woodburn, Expro's CEO, has significantly upgraded Expro's globaloperations and they are now managing a much more efficient and streamlinedbusiness. Expro has secured a number of valuable new contracts and isbenefiting from the growing momentum in the subsea market. As was reported atthe half year, Expro sold its Connectors & Measurements division to Siemens AGat a valuation of US$630 million in May 2012. Technogym had a strong year in 2012 boosted by its involvement in the London2012 Olympics, strong growth in new market segments and successful expansion inemerging markets such as the Middle East and Latin America. The group alsocelebrated the opening of the new Technogym Village in Cesena, Italy which isexpected to receive 25,000 customers a year. The Technogym board has beenaugmented by the appointment of Sir George Buckley as a Non-Executive Director. DX Group acquired Nightfreight in March 2012, the UK market leader for largerand heavier parcel traffic in the B2C and B2B markets. This acquisition wasfinanced from existing balance sheet resources. The enlarged group is now oneof the UK and Ireland's leading independent mail, courier and logisticsoperators. Management at Hilding Anders was strengthened by the arrival of AndersPettersson as CEO, Roland Schylit as Executive Vice President of Operations andnew management in Asia and France. The new team set out to implement both arefreshed growth strategy and an organisational restructuring which had beensuccessfully started by the previous interim CEO, Gunnar Johannsson, whoremains on the board of directors. Trading in 2012 recorded positive top linegrowth with a particularly strong performance in Russia. Both Qioptiq and Innovia completed covenant resets during 2012 and have tradedin line with expectations. Qioptiq has undergone a reorganisation to focus onits two core markets: Commercial and Defence. At Innovia, Malcolm Fallen, CEOof Candover, was appointed to the board as Non-Executive Chairman and DavidTilston joined as CFO. After the 2012 year end, Innovia announced theacquisition of Securency from its 50/50 joint venture partner, the Reserve Bankof Australia. This acquisition was funded from Innovia's existing cashreserves.

Since the arrival of new CEO Vincent Taupin at Alma Consulting (`Alma') inJanuary 2012, significant progress has been made on a number of strategicactions. These include the disposals of non-core assets, a reduction in thecost base, a review of the organisational structure and a newly plannedinternational strategy. However, the trading outlook for 2013 has significantlydeteriorated and remains uncertain with no clarity on the revised FrenchGovernment budget and regulatory changes.

At EurotaxGlass's (`ETG'), we were unable to reach agreement with the lenderson both a satisfactory restructuring of the debt and an appropriate valuationfor the business. Consequently we chose not to invest further equity in ETG andin August 2012 we agreed to the lenders taking control of the business.

Realisations

During 2012, Arle achieved realisation proceeds for Candover of £32.0 million.In January 2012, Arle completed the sale of Capital Safety Group to KKR forUS$1.1 billion. The sale generated proceeds of €362.7 million for the Candover2005 Fund (Candover's share £29.2 million), equating to a return of 2.7x theoriginal investment.

In July 2012, Wood Mackenzie, a former 2001 Fund Investment, was sold byCharterhouse to Hellman & Friedman, triggering a deferred consideration paymentof €24.7 million (Candover's share £1.9 million). As a result, Candoverreceived a further carried interest payment of £0.9 million.

The principal realisations are set out in the table below:

Table 1 Candover Total Type £m Proceeds €m Portfolio Capital Safety Group 29.2 362.7 Private equity sale Wood Mackenzie 1.9 24.7 Deferred consideration Other Candover 2001 Fund carried 0.9 - Crystallisation of carriedinterest interest Total realisations - 2012 32.0 387.4 As reported earlier, Expro sold its Connectors & Measurements division toSiemens AG in May 2012 at a valuation of US$630 million. Following completionof the sale, Expro announced a cash tender offer to pay down US$425 million ofits 8.5% senior secured loan notes due in 2016 (including accrued interest).The net proceeds were retained by the group to finance the growth strategy ofits core business and to repay existing borrowings. In December 2012, GET completed a recapitalisation, which led to a distributionto shareholders. The Candover 2005 Fund received €12.5m of proceeds from itsholding in the Company's preference shares and convertible preference shares.Candover's share is £1.0 million. Whilst the proceeds were received in December2012, the underlying investments relating to the cash flows will be realisedpost year-end. Follow-on investments

During the year, Candover invested a total of £8.3 million in follow-oninvestments alongside the Candover 2005 Fund. These investments are summarisedbelow:

* £0.4 million in Alma to fund the restructuring of the management of the

group. * £0.1 million in Expro.

* £7.8 million in Stork as part of the refinancing and separation of STS and

Fokker.

Candover portfolio composition

The portfolio is largely based in Western Europe with a strong focus on theindustrials sector. Whilst the UK represented 31.6% of the top ten investmentsby value during the year, the portfolio companies themselves are welldiversified in the regions in which they trade. The portfolio was mostlyexposed to the industrials sector (51.9%).

The portfolio will become increasingly concentrated on fewer assets with valueacross such assets becoming more concentrated as realisations occur. As at 31stDecember 2012 the four largest investments, Stork, Parques, Expro and Technogymrepresented 78.4% of the portfolio.

Candover portfolio valuation review

The value of the Funds decreased by 3% in constant currency in the six monthsfrom June 2012 to December 2012, against a backdrop of the continuing weakeconomic environment in Europe.

The Funds reported a 6% valuation decline year-on-year compared to Candover'sco-investments in the portfolio which showed a decrease of 11% or £19.6 million(89p per share). The differing level of performance is as a result of (i) theforeign currency translation effect between the Euro, the Funds' base currency,and Sterling, Candover's currency for reporting purposes and (ii) theaccumulative dilution effect of Candover not reinvesting alongside the Candover2008 Fund in Expro, the valuation of which was held constant by Arle over theperiod.

The valuation of Technogym was written up as a result of strong trading.Parques Reunidos and Qioptiq were marked down as a result of weaker trading in2012 and Stork's valuation was affected by the costs associated withre-financing the business.

Table 2 shows the valuation movement by reference to each portfolio company. Table 2 Residualcost1 Valuation Additions Valuation Valuation Valuation at Valuation at 31st and movement movement 31stDecember movement December disposals excluding attributable 2012Portfolio £m 2011 FX2 to FX2 £m pence percompany £m £m £m £m share2 Stork 42.5 42.5 7.8 (3.8) (0.5) 46.0 (20) Parques 30.0 42.0 0.0 (6.4) (0.8) 34.8 (33)Reunidos Expro 92.1 37.8 0.1 (4.9) (1.4) 31.6 (29)International Technogym 29.2 13.6 0.0 2.6 (0.2) 16.0 11 Qioptiq 6.8 10.5 0.0 (2.1) (0.2) 8.2 (11) Innovia Films 2.7 4.6 0.0 2.1 (0.1) 6.6 9 Hilding 24.3 3.8 0.0 0.0 0.0 3.8 0Anders GET 1.7 2.5 0.0 1.0 0.1 3.6 6 DX Group 21.4 2.7 0.0 0.0 0.0 2.7 0 Ono 2.2 1.6 0.0 0.1 0.0 1.7 1 Ten largest 252.9 161.6 7.9 (11.4) (3.1) 155.0 (66)investments3 Candover 2001 0.0 8.0 0.0 0.1 (0.1) 8.0 0Fund carriedinterest Other 47.9 34.4 (28.8) (4.7) (0.4) 0.5 (23)investments4 Total 300.8 204.0 (20.9) (16.0) (3.6) 163.5 (89)

1 Residual cost is original cost less realisations to date

2 Compared to the valuation at 31st December 2011 or acquisition date, if later

3 Excluding Candover 2001 Fund carried interest

4 Represents assets held for resale in 2011 and other co-investments managed byArle Ten largest investments 1 Stork Industry sector: Industrials Geography: The Netherlands Date of investment: January 2008 Residual cost of investment £m: 42.5 Directors' valuation £m: 46.0 Change over prior valuation £m:

(4.3)

Effective equity interest (fully 4.6%diluted): % of Candover's net assets: 34.6% Basis of valuation: Multiple of earnings Dividends received £m: - Year end: December 2011 Sales: €1,636m Earnings1: €111m Stork, the Dutch engineering conglomerate, effectively separated its twosubsidiaries, Fokker Technologies (`Fokker') and Stork Technical Services(`STS'), during 2012. In August 2012, both businesses raised capitalindependently, allowing for the refinancing of the Stork group's debt. At theholding company level, the long term non-cash interest bearing debt was alsorefinanced. In December 2012, Supervisory Boards were appointed for Fokker andSTS alongside the existing management teams which were previously in existence.Going forward, Stork BV will limit its role to that of shareholder of bothcompanies. Stork's valuation was £46.0 million at the end of 2012, down 20p per share. Thevaluation was affected by the cost of re-financing the business and by negativeforeign exchange movements.

Stork Technical Services

STS is a global provider of knowledge-based asset integrity management servicesfor the oil & gas, power and chemical sectors. With around 14,300 employeesacross the UK & Africa, Continental Europe, the Middle East, Asia Pacific andthe Americas, STS provides innovative solutions in the areas of assetintegrity, consultancy, maintenance concepts, repair, renovation, newconstruction, relocations, subsea services and other related complex projects. From August 2012, financing consisted of a new €272.5 million bond and aworking capital facility of €100 million. The refinancing allowed for the fullintegration of RBG into the STS Group, which had been separately financed atthe time of its acquisition in May 2011. 2012 trading at STS was satisfactory and the business reported an increase inprofits and revenues, driven mainly by a strong performance at the former RBGbusiness and in the Americas. However, this was partly offset by thecontinuation of poor market conditions in the European power market.

In December 2012, Henk Rottinghuis was appointed Chairman of the SupervisoryBoard and Pim Oomens joined as Chief Financial Officer in February 2013.

The strategic focus for STS over the next twelve months will be to increase itsexposure to fast growing energy markets while continuing to improve operationaleffectiveness. Fokker Technologies Fokker develops and produces over 7,000 advanced components and systems for theglobal aerospace industry and has R&D and production facilities in theNetherlands, Turkey, the Americas and Asia. The company also suppliesintegrated maintenance services and products to aircraft owners and operatorsworldwide. The new capital structure put in place in August 2012 consisted of a seniorterm loan of €150 million and a working capital facility of €50 million. Thisindependent financing will enable the company to consolidate its position as aleading operator in the aerospace and defence industries. The business performed in line with expectations. Turnover increased with 11%growth across all business units and operational EBITDA increased slightly yearon year.

Fokker's order book remains strong as customers continue to seek innovativesolutions applying advanced materials. The company will continue to invest inthe ramp-up of its Turkish and Mexican production facilities.

Company website

www.stork.com

www.storktechnicalservices.com

www.fokker.com 2 Parques Reunidos Industry sector: Services Geography: Spain Date of investment: March 2007 Residual cost of investment £m: 30.0 Directors' valuation £m: 34.8 Change over prior valuation £m:

(7.2)

Effective equity interest (fully 3.9%diluted): % of Candover's net assets: 26.2% Basis of valuation: Multiple of earnings Dividends received £m: - Year end: September 2012 Sales: €561m Earnings1: €175m

Parques Reunidos (`Parques') is one of the world's leading operators ofattraction parks. Parques enjoys strong positions in all its key markets andthe majority of its parks are the leading family attractions in theirrespective surrounding areas. Parques operates 72 sites around the world,attracting around 26.2 million visitors each year. These include theme oramusement parks, nature and animal parks, water parks, family entertainmentcentres and cable cars.

Parques had a difficult trading year in 2012, reporting lower revenues andEBITDA. This was mainly due to the economic disquiet in Italy and Spain whereconsumers were spending less, and unusually severe weather conditions on somepeak trading days. Trading in the US, however, was much improved but failed tooffset the decline in Europe. In 2012, the group made two major park acquisitions funded from existing cashreserves, buying Noah's Ark, the largest water park in the US, as well asacquiring Slagharen, a leading attractions park in the Netherlands. These parkscontinue to trade well. In H1 2012, the group received consent from its lenders to complete anextension of its credit facilities to align the maturity of its European debtfacilities with that of its US financing arrangements which expire in 2017. Acovenant reset was also successfully completed. This has secured the capitalstructure required for Parques to execute its strategic growth plan throughuntil 2017. In H2 of last year, a strategic review was undertaken and management committedto a new organic growth plan. As a first step to revive top line growth, aglobal Chief Marketing Officer was appointed to deliver both a full on-line andtraditional marketing programme. The initial benefits of this programme arealready generating an increased footfall in the park portfolio. In parallel,management has driven through operational improvements throughout the parkportfolio, particularly in those acquired in the past 12 to 18 months.

The economic outlook for 2013 remains similar to last year. The US economyshould allow for strong growth, Spain and Italy will continue to be difficult,but the rest of Europe should trade well. New management contracts andselective acquisitions will provide additional upside.

In view of the uncertain outlook in Europe, the valuation has been marked downby 33p per share to £34.8 million, including adverse currency movements.

Company website www.parquesreunidos.com 3 Expro International Industry sector: Energy Geography: UK Date of investment: July 2008 Residual cost of investment £m: 92.1 Directors' valuation £m: 31.6 Change over prior valuation £m:

(6.3)

Effective equity interest (fully 4.7%diluted): % of Candover's net assets: 23.8% Basis of valuation: Multiple of earnings Dividends received £m: - Year end: March 2012 Sales: US$1,014m Earnings1: US$211m

Expro International (`Expro') is one of the leading oilfield service providersspecialising in well flow management, with a particular focus on the mosttechnically challenging deep water environments. Expro's operations arecritical to the development of oil and gas reservoirs and are utilised bymultinational oil majors as well as state-owned national oil companies.

Expro's financial performance improved steadily throughout 2012 with DecemberYTD earnings well ahead of prior year and 7% ahead of budget. Expro secured anumber of valuable new contracts and has benefited from the positive growthtrends in the subsea market. Charles Woodburn, Expro's CEO and his team haveimplemented a successful turnaround of global operations, and are now managinga much more efficient and streamlined business.

Over the last twelve months, the management team has been considerablystrengthened with the appointment of Sir George Buckley as Non-ExecutiveChairman and Jean Vernet as Chief Financial Officer. In late 2012, Jim Renfroewas appointed Non-Executive Director.

In May 2012, Expro sold its Connectors & Measurements division to Siemens AG ata valuation of US$630 million. The net proceeds were retained by the group tofinance the growth strategy of its core business and to repay existingborrowings. Following completion of the sale, Expro announced a cash tenderoffer to pay down US$425 million of its 8.50% senior secured loan notes due in2016 (including accrued interest).

Going forward, Arle expects to see a continuing improvement in Expro'sperformance as a result of strengthening demand for its services from theinternational oil & gas sector and increased capital expenditure on newequipment within the sector. The trading outlook for Expro therefore ispositive and bid activity remains strong.

In the second half of the year, Expro's valuation remained unchanged. The fallin valuation for Candover of £6.2 million (29p) was caused by adverse currencymovements of £1.4 million and a decrease of £4.9 million due to theaccumulative dilutive impact of Candover not re-investing in Expro alongsidethe Candover 2008 Fund. Company website www.exprogroup.com 4 Technogym Industry sector: Industrials Geography: Italy Date of investment: August 2008 Residual cost of investment £m: 29.2 Directors' valuation £m: 16.0 Change over prior valuation £m:

2.4

Effective equity interest (fully 3.2%diluted): % of Candover's net assets: 12.0% Basis of valuation: Multiple of earnings Dividends received £m: - Year end: December 2011 Sales: €390m Earnings1: €55m Technogym is a global leader in the design and manufacture of premium brandedfitness equipment and wellness solutions and enjoys strong brand recognitioninternationally. The Group serves major fitness club chains, as well asprofessional customers in the hospitality, corporate, education, medical andmilitary markets. Technogym had a strong year in 2012, boosted by its involvement in the London2012 Olympics, strong growth in new market segments and successful expansion inemerging markets. Sir George Buckley joined the Board as Non-Executive Directorduring the year. On 29th September 2012, the Group celebrated the opening of the new TechnogymVillage and Company Headquarters in Cesena, Italy in the presence of its globalcustomer base, leading industrialists and political figures. The TechnogymVillage, which combines a cultural centre, laboratory for innovation andproduction centre, expects to welcome over 25,000 customers, suppliers andguests from across the world each year. During 2012, the Group made good progress towards consolidating its business inthe core European markets while growing in new market segments including `Home'and `Health' and penetrating new geographies such as Latin America, Middle Eastand Asia Pacific. Technogym was appointed as the official supplier of fitness equipment for theLondon 2012 Olympics and equipped 20 gyms for the 15,000 athletes taking partin both the Olympic and Paralympic Games. This was Technogym's fourthconsecutive Olympics in this capacity.

In 2013, Technogym will continue to focus on growth through further investmentin sales and increased exposure to high growth emerging markets.

The investment has been written up by £2.4 million (11p per share), after anadverse currency impact of £0.2 million.

Company website www.technogym.com 5 Qioptiq Industry sector: Industrials Geography: UK Date of investment: December 2005 Residual cost of investment £m: 6.8 Directors' valuation £m: 8.2 Change over prior valuation £m:

(2.3)

Effective equity interest (fully 5.4%diluted): % of Candover's net assets: 6.2% Basis of valuation: Multiple of earnings Dividends received £m: - Year end: December 2011 Sales: US$392m Earnings1: US$71m Qioptiq is one of the world's leaders in the manufacture of high precisionoptical components, modules and solutions for military and civil applications.This involves the shaping, polishing and coating of glass to create highprecision lenses for sale as components or the design, assembly and integrationof these manufactured components into modules for use within a multitude ofsystems. Trading in 2012 was down on 2011 both in revenue and EBITDA, mainly due to thegap between some large defence programmes and cuts by Governments in defencespending. Following an in-depth review of the market, Qioptiq's strategy for the businesswas re-focused to be more closely aligned to its end markets: Commercial andDefence. Qioptiq's end markets are in industrial manufacturing, medical & lifesciences and defence.

The commercial division performed in line with expectations during the year andis expected to grow in the coming years with a pick-up in activity in 2013resulting from a number of large programme wins.

Qioptiq's defence business has also managed to secure work on some significantprogrammes, although the general environment around defence spending continuesto be difficult and 2013 should therefore be a year of consolidation. The valuation has been adjusted downwards by £2.3 million (11p per share), £0.2million of that decline being attributable to adverse foreign currencymovements. Company website www.qioptiq.com 6 Innovia Films Industry sector: Industrials Geography: UK Date of investment: September 2004 Residual cost of investment £m: 2.7 Directors' valuation £m: 6.6 Change over prior valuation £m:

2.0

Effective equity interest (fully 5.7%diluted): % of Candover's net assets: 5.0% Basis of valuation: Multiple of earnings Dividends received £m: - Year end: December 2011 Sales: €454m Earnings1: €58m Innovia Films manufactures speciality films primarily for packaging and is anestablished manufacturer of polymer bank note substrate in the world through ajoint venture (Securency) with the Reserve Bank of Australia. The businessenjoys strong positions in niche markets and focuses on higher value-addedapplications. The films are used primarily in the packaging sector, such astobacco overwrap, transparent self-adhesive bottle labels and technicallyadvanced food packaging applications. The films are also used as a substratefor banknotes manufactured and supplied by Securency. Innovia traded in line with expectations in 2012. Securency performedparticularly strongly with a combination of existing and new customers orderingin volume. The company now supplies over 20 countries with its Guardiansubstrate banknotes. Canada is the first G8 country to switch to polymerbanknotes and the successful conversion will support Securency's credibilityfor future growth. In the core business, market dynamics have been changing with recentconsolidation amongst Innovia's competitors. The business has successfullymanaged to navigate the input price volatility seen in 2012 and continues toinvest in technology to help insulate the business from future swings. In 2013Innovia will focus on growing underlying volumes though its R&D programme,product launches and the expansion of its labels and polymer banknote business.

After the year end, Innovia announced the acquisition of Securency from itsjoint venture partner, the Reserve Bank of Australia. This acquisition wasfunded from existing cash reserves and completed at the end of February 2013.

The valuation has been increased by £2.0 million, an increase of 9p per shareafter adverse currency movements of £0.1 million.

Company website www.innoviafilms.com 7 Hilding Anders Industry sector: Industrials Geography: Sweden Date of investment: December 2006 Residual cost of investment £m: 24.3 Directors' valuation £m: 3.8 Change over prior valuation £m: - Effective equity interest (fully 4.3%diluted): % of Candover's net assets: 2.9% Basis of valuation: Multiple of earnings Dividends received £m: - Year end: December 2011 Sales: SEK 7,077m Earnings1: SEK 966m

Hilding Anders is Europe's largest bed and mattress manufacturer and isheadquartered in Sweden. It has leading market positions in more than 40countries in Europe and Asia, has over 25 manufacturing facilities and circa7,600 employees. Hilding Anders has an innovative and diverse portfolio ofproducts sold as private label or branded products. It has grown bothorganically and through acquisitions and, in more recent years, hassignificantly reinforced its presence in emerging markets.

The arrival of Anders Pettersson as Chief Executive, Roland Schylit asExecutive Vice President of Operations, as well as new management in Asia andFrance signalled further change. Together, the new executive team set out toimplement a refreshed growth strategy and an organisational restructuring whichhad begun under the previous regime. Already, trading across almost all regionshas been better than anticipated. In 2012 the business recorded encouraging topline growth, driven by a particularly strong performance in Russia.

The outlook for 2013 is similar to last year with a high expectation ofcontinued growth in emerging markets. The team continues to drive throughchange, with a particular focus on operational efficiencies in a number ofcountries such as Holland.

The December 2011 valuation has been retained. There has been no foreignexchange impact. Company website www.hildinganders.com 8 Get Industry sector: Services Geography: Norway Date of investment: December 2007 Residual cost of investment £m: 1.7 Directors' valuation £m: 3.6 Change over prior valuation £m:

1.1

Effective equity interest (fully 0.5%diluted): % of Candover's net assets: 2.8% Basis of valuation: Multiple of earnings Dividends received £m: - Year end: December 2012 Sales: NOK 1,927mX Earnings1: NOK 809mX

GET, a cable network operator, operates in Oslo and the major cities ofsouthern Norway, passing around 55% of households in Norway's metropolitanregions. It is the only cable operator within its franchise area and offers`triple play' services - TV, high speed broadband and telephony - to theresidential market. GET was sold in December 2007, with Candover and theCandover 2005 Fund reinvesting some of the exit proceeds for a small minoritystake.

In December 2012 GET completed a recapitalisation, which led to a distributionto GET shareholders. As a result, Arle received €12.5m of proceeds from itsholding in the Company's preference shares and convertible preference shares. The valuation of Candover's reinvestment has increased by £1.1 million (6p pershare). Company website www.GET.no 9 DX Group Industry sector: Services Geography: UK Date of investment: September 2006 Residual cost of investment £m: 21.4 Directors' valuation £m: 2.7 Change over prior valuation £m: - Effective equity interest (fully 4.0%diluted): % of Candover's net assets: 2.0% Basis of valuation: Multiple of earnings Dividends received £m: - Year end: June 2012 Sales: £207m Earnings1: £32m DX is the largest independent mail, courier and logistics operator in the UKand Ireland. Servicing businesses, the public sector and consumers, DX deliversand collects more than 1 million letters and parcels per day, reaching 99.7% ofthe UK's residents.

DX specialises in the delivery of time sensitive, high value and businesscritical items, and delivers passports and visas for the UK Government andforeign embassies. Key customers include the legal sector, financialinstitutions, national and local government agencies, the health andpharmaceutical sector, high street retailers and e-retailers.

In 2012, DX has performed in line with expectation and outperformed market withrevenues growing by 3% and profits up 1% year on year. In the spring of 2012,DX acquired Nightfreight, the market leader for larger and heavier parceltraffic in the UK B2C and B2B markets with over 7 million deliveries perannum. This acquisition was financed by DX from existing balance sheetreserves and through asset backed lending facilities. The enlarged group isnow one of the UK and Ireland's leading independent mail, courier and logisticsoperators. In 2012, Nightfreight reported positive revenue growth, up 8%, but a slightdecline in EBITDA because of cost overruns and lower average prices from recentcontract wins. The turnaround of the business continues and will bemanagement's priority in 2013. Planning for an integration of the two networkswill then begin.

The outlook remains positive for the business with further deleveraging throughcash flow generation.

The investment valuation is unchanged.

Company website www.thedx.co.uk 10 Ono Industry sector: Services Geography: Spain Date of investment: November 2005 Residual cost of investment £m: 2.2 Directors' valuation £m: 1.7 Change over prior valuation £m:

0.1

Effective equity interest (fully 0.1%diluted): % of Candover's net assets: 1.3% Basis of valuation: Multiple of earnings Dividends received £m: - Year end: December 2011 Sales: €1,485m Earnings1: €748m

Ono is the leading Spanish cable operator in which Candover and the Candover2001 Fund have a small minority interest.

The investment has been written up by £0.1 million (1p per share).

Company website www.ono.es Notes: 1 Earnings figures are taken from the portfolio company's most recent auditedaccounts or financial statements filed with regulatory bodies. The figuresshown are the total earnings on ordinary activities before exceptional items,depreciation, goodwill amortisation, interest and tax for the period.

Other investments

1 Alma Consulting Group

Alma Consulting Group (`Alma') is one of the European leaders in cost reductionand optimisation, offering a wide range of consulting services.

In 2012, Alma reported a fall in both revenues and EBITDA due to tradingsoftness in the Innovation division, a difficult regulatory environment andstrong competition.

Since the arrival of new CEO Vincent Taupin, formerly CEO of Boursorama andCredit du Nord who joined in January 2012, significant progress has been madeon a number of strategic actions. These include the disposals of non-coreassets, improved efficiency, a review of the organisational structure and anewly planned international strategy. He is now completing the first year of athree year plan to re-energise the business and recover growth. The outlook for 2013, which was initially expected to see a return to growth,has changed significantly following a deterioration in trading in the secondhalf of 2012. This decline could only be marginally offset by cost reductionprogrammes. In anticipation of these negative trading pressures continuing in 2013, coupledwith additional downside risk linked to regulatory issues, the valuation hasbeen marked down.

2 Candover 2001 Fund carried interestCandover's share of the Candover 2001 Fund carried interest was valued at £8.0million, unchanged over the prior year.

Update on Fund terms

Following two extensions to the original eight year life of the Candover 2001Fund, the Fund terminates on 12th June 2013. The Fund has two investmentsremaining, Qioptiq and Innovia. It has been agreed with the Company and the2001 Fund investors that these investments will continue to be actively managedby Arle until they can be realised at an optimum time and value. At the year end, outstanding commitments to the Candover 2005 Fund totalled €73million of which Candover's share is €7.3 million (£5.9 million). The follow oninvestment period for the Candover 2005 Fund terminates on 26th August 2013following a two year extension. The ten year term of the Fund comes to an endon 26th August 2015. The investment period for the Candover 2008 Fund terminated on 12th January2010. Follow on investments can be made until 12th January 2015 with €42mavailable for follow on investment in Expro. In total, €69 million is availableto draw-down on Expro from the 2008 Fund and the maximum further drawdown thatcan be funded pro rata to respective shareholdings from the 2005 Fund inrespect of Expro. Candover has no remaining commitment in respect of the 2008Fund. Outlook for 2013 Looking forward, warnings that the prevailing economic uncertainty willcontinue have been sounded across many sectors of the economy. For the buyoutmarket, the credit headache of past excesses remains. There are, however, somepositive signs emerging, underlining a gradual return to health of the debtmarket and the availability of undrawn funds which have yet to be invested. We believe that there is reason for more optimism in 2013 and that there arepockets of untapped value waiting to be unlocked in some sectors andgeographies. However systemic challenges still remain for the private equityindustry.

During 2013, Arle will continue to actively manage the portfolio companies tosafeguard and secure value throughout this volatile period and continue toprepare the remaining businesses for sale in the coming years.

Arle Capital Partners Limited

1st March 2013 Ten largest investments at 31st December 2012 Movement Effective Residual from equity % of Date of cost of Directors' 31st Dec interest Candover's Basis ofInvestment investment investment valuation 2011 (fully d net assets valuation £m £m iluted) Stork Jan-08 42.5 46.0 (4.3) 4.6% 34.6% MultipleEngineering ofconglomerate earnings Parques Reunidos Mar-07 30.0 34.8 (7.2) 3.9% 26.2% MultipleOperator of ofattraction parks earnings Expro Jul-08 92.1 31.6 (6.3) 4.7% 23.8% MultipleInternational ofOilfield services earnings Technogym Aug-08 29.2 16.0 2.4 3.2% 12.0% MultiplePremium fitness ofequipment and earningswellness products Qioptiq Dec-05 6.8 8.2 (2.3) 5.4% 6.2% MultipleOptical ofengineering earnings Innovia Films Sep-04 2.7 6.6 2.0 5.7% 5.0% MultipleTransparent and ofcoated films and earningspolymer banknotes Hilding Anders Dec-06 24.3 3.8 - 4.3% 2.9% MultipleBed and mattress ofmanufacturer earnings GET Dec-07 1.7 3.6 1.1 0.5% 2.8% MultipleNorwegian cable ofnetwork operator earnings DX Group Sep-06 21.4 2.7 - 4.0% 2.0% MultipleMail services of earnings ONO Nov-05 2.2 1.7 0.1 0.1% 1.3% MultipleSpanish cable ofoperator earnings Ten largest investments Analysis by value at 31st December 2012 (representing 94.8% of the portfolio) By valuation method By sector 1. Multiple of earnings 100% 1. Industrials 52% 2. Services 28% 3. Energy & Natural Resources 20% By region By age 1. United Kingdom 32% 1. 4 - 5 years 60% 2. Benelux 30% 2. >5 years 40% 3. Spain 23% 4. Italy 10% 5. Nordic 5%

Group statement of comprehensive income

for the year ended 31st December 2012

Unaudited Audited Year to 31st December Year to 31st December 2012 2011 Notes Revenue Capital Total1 Revenue Capital Total1 £m £m £m £m £m £m Gains/(losses) on financialinstruments at fair valuethrough profit and loss Realised gains - 1.8 1.8 - - - Unrealised losses - (13.0) (13.0) - (20.0) (20.0) Total - (11.2) (11.2) - (20.0) (20.0) (Expense)/revenue Investment and other income (5.8) - (5.8) 15.3 - 15.3 Total (5.8) - (5.8) 15.3 - 15.3 Recurring administrative (4.0) (1.3) (5.3) (4.5) (2.0) (6.5)expenses Exceptional non-recurring 2 2.0 - 2.0 (3.5) - (3.5)gains/(losses) (Loss)/profitbefore finance (7.8) (12.5) (20.3) 7.3 (22.0) (14.7)costs and taxation Finance costs (2.8) (2.8) (5.6) (2.1) (2.1) (4.2) Movement in the fair value of - - - - (0.3) (0.3)derivatives Exchange movements on - 4.6 4.6 - (0.1) (0.1)borrowings (Loss)/profitbefore taxation (10.6) (10.7) (21.3) 5.2 (24.5) (19.3) Analysed between: (Loss)/profit before (12.6) (10.7) (23.3) 8.7 (24.5) (15.8)exceptional non-recurringgains/(costs) Exceptional non-recurring 2.0 - 2.0 (3.5) - (3.5)gains/(costs) Taxation (2.5) - (2.5) - - - (Loss)/profitafter taxation (13.1) (10.7) (23.8) 5.2 (24.5)

(19.3)

from continuing operations

Loss from CPL disposal group 3 - - - (1.8) -

(1.8)(discontinued operations) - - - (1.8) - (1.8) (Loss)/profitafter taxation (13.1) (10.7) (23.8) 3.4 (24.5)

(21.1)

Other comprehensive income: Exchange differences on - - - (0.2) - (0.2)translation of foreignoperations Total comprehensive income (13.1) (10.7) (23.8) 3.2 (24.5)

(21.3)

Earnings per ordinary share:

Continuing operations - basic (60p) (49p) (109p) 24p (112p)

(88p)and diluted Discontinued operations - - - - (8p) - (8p)basic and diluted Total earnings per share (60p) (49p) (109p) 16p (112p) (96p) (continuing and discontinued operations) - basic anddiluted

1 The total column represents the Group statement of comprehensive income underIFRS

i All of the loss for the year and the total comprehensive income for the yearare attributable to the owners of the Company

ii The supplementary revenue and capital columns are presented for informationpurposes as recommended by the Statement of Recommended Practice issued by theAssociation of Investment Companies

iii The CPL disposal group result reflects the trading activities of CPL,including costs recharged to CPL by other parts of the Group, which will notform part of the continuing operations

Group statement of changes in equity

for the year ended 31st December 2012

Unaudited Called Share Other Capital Capital Revenue Total up premium reserves reserves reserves - reserve Equity share account -realised unrealised capital £m £m £m £m £m £m £m Balance at 1stJanuary 5.5 1.2 (0.1) 311.6 (163.0) 1.4 156.62012 Net revenue after tax - - - - - (13.1) (13.1) Unrealised loss on - - - - (13.0) - (13.0)financial instruments Realised gain/(loss) - - - 12.9 (11.1) - 1.8on financialinstruments Exchange movements on - - - - 4.6 - 4.6borrowing Costs net of tax - - - (4.1) - - (4.1) Profit after tax - - - 8.8 (19.5) (13.1) (23.8) Total comprehensive - - - 8.8 (19.5) (13.1) (23.8)income Balance at 31st 5.5 1.2 (0.1) 320.4 (182.5) (11.7) 132.8December2012 Audited Called Share Other Capital Capital Revenue Total up premium reserves reserves reserves - reserve Equity share account -realised unrealised capital £m £m £m £m £m £m £m Balance at 1stJanuary 5.5 1.2 0.1 360.5 (187.4) (2.0) 177.92011 Net revenue after tax - - - - - 3.4 3.4 Unrealised loss on - - - - (20.0) - (20.0)financial instruments Realised (loss)/gain - - - (44.8) 44.8 - -on financialinstruments Movement in fair valueof derivatives - continuing - - - - (0.3) - (0.3)operations Exchange movements on - - - - (0.1) - (0.1)borrowing Costs net of tax - - - (4.1) - - (4.1) Profit after tax - - - (48.9) 24.4 3.4 (21.1) Exchange differences - - (0.2) - - - (0.2)on translation of foreign operations Total comprehensive - - (0.2) (48.9) 24.4 3.4 (21.3)income Balance at 31st 5.5 1.2 (0.1) 311.6 (163.0) 1.4 156.6December 2011

Group statement of financial position

at 31st December 2012 Unaudited Audited 31st December 2012 31st December 2011 £m £m £m £m Non-current assets Financial investments designated atfair value through profit and loss Portfolio companies 155.1 166.4 Other financial investments 8.4 8.4 163.5 174.8 Trade and other receivables 8.5 8.1 Deferred tax asset 1.0 3.5 173.0 186.4 Current assets Trade and other receivables 0.7 0.1 Current tax asset - 0.1 Cash and cash equivalents 117.7 118.1 118.4 118.3 Financial investments held for sale - 29.2 118.4 147.5 Current liabilities Other payables (5.0) (3.6) Provisions (2.6) (6.6) (7.6) (10.2) Net current assets 110.8 137.3 Total assets less current 283.8 323.7liabilities Non-current liabilities Loans and borrowings (151.0) (167.1) Net assets 132.8 156.6 Equity attributable to equity holders Called up share capital 5.5 5.5 Share premium account 1.2 1.2 Other reserves (0.1) (0.1) Capital reserve - realised 320.4 311.6 Capital reserve - unrealised (182.5) (163.0) Revenue reserve (11.7) 1.4 Total equity 132.8 156.6 Net asset value per share Basic 608p 717p Diluted 608p 717p Group cash flow statement

for the year ended 31st December 2012

Unaudited Audited Year to 31st December Year to 31st 2012 December 2011 £m £m £m £m Cash flows from operatingactivities Cash flow from operations 3.8 (13.2) Interest paid (10.0) (7.0) Tax received - - Net cash outflow from operating (6.2) (20.2)activities Cash flows from investingactivities Purchase of financial investments (8.3) (20.3) Sale of financial investments 23.1 89.2 Net cash inflow from investing 14.8 68.9activities Cash flows from financingactivities Swap sale proceeds - 12.8 Loan notes repayment (7.5) (27.2) Net cash outflow from financing (7.5) (14.4)activities Increase in cash and cash 1.1 34.3equivalents Opening cash and cash equivalents 118.1 79.9 Effect of exchange rates and (1.5) 3.9revaluation on cash and cashequivalents Closing cash and cash equivalents 117.7

118.1

Notesto the financial statements

Note 1

The preliminary results for the year ended 31st December 2012 are unaudited.The financial information included in this statement does not constitute theGroup's statutory accounts within the meaning of Section 434 of the CompaniesAct 2006. Statutory accounts for the year ended 31st December 2012 will befinalised on the basis of the financial information presented by the directorsin this preliminary announcement and will be delivered to the Registrar ofCompanies in due course. The information given as comparative figures for the year ended 31st December2011 does not constitute the Company's statutory accounts for those financialperiods. Statutory accounts for the year ended 31st December 2011, prepared inaccordance with International Financial Reporting Standards as adopted by theEuropean Union, have been reported on by the Company's auditors and deliveredto the Registrar of Companies. The report of the auditors was unqualified anddid not contain a statement under Section 498 (2) or (3) of Companies Act 2006.

Note 2

Exceptional non-recurring gains/(losses)for the continuing group.

Exceptional non-recurring gains for the continuing group include the write backof a provision of £2.0m in respect of an onerous lease (2011: losses £3.5m).

Note 3

Loss from CPL disposal group ("discontinued operations")

2012 2011 £m

£m

Management fees from third parties - 4.5 Management fees charged to continuing Group - 1.5 Total fee income - 6.0 Payroll and administrative expenses - (6.6) Redundancy costs - (0.3) Net operating deficit - (0.9) Write-off on deferred tax asset - - Net loss before exceptional non-recurring - (0.9)administrative expenses Exceptional non-recurring charges: Discretionary contribution to EBT - - Payment of future deferred incentives - - Advisor costs - (0.9) Bond consent fee - - Write-off of property, plant and equipment - - Accelerated write-off on deferred incentive - -arrangements Placing agents - - Loss from CPL disposal group ("discontinued - (1.8)operations") The disposal of CPL to Arle, an entity formed by the executives of CPL, wascompleted on 19th April 2011. Under the terms of the sale and purchaseagreement the disposal for nominal consideration was structured by reference tothe 31st December 2010 balance sheet of CPL at which point CPL retained netassets equivalent to the minimum required level of regulatory capital of £50,000. In addition, under the terms of the disposal, the right to the economicinterest in CPL, the discontinued business of Candover, passed to Arleeffective from 1st January 2011. Whilst final completion was subject to anumber of remaining conditions, notably regulatory clearances, restrictionswere agreed in the sale and purchase agreement to prevent the distribution ofdividends from CPL as well as requirements as to how CPL would be managed inthe ordinary course of business up to the point the transaction becameunconditional in all respects. As the disposal completed on the terms set outin both the circular to shareholders dated 6th December 2010 and consistentwith the presentation of the results for the year ended 31st December 2010,Arle assumed the risk and reward of the economic interest in CPL from the 1stJanuary 2011.

In the year ended 31st December 2011 additional costs relating to thediscontinued Candover Group of £1.8 million were provided for, coveringadditional advisor costs of £0.9 million due to the extended timeline tocomplete the disposals, redundancy costs of £0.3 million and £0.6 million ofadministrative costs relating to the separation of the businesses.


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