28th Aug 2013 07:00
CANDOVER INVESTMENTS PLC - Interim Results - 30 June 2013CANDOVER INVESTMENTS PLC - Interim Results - 30 June 2013
PR Newswire
London, August 27
28th August 2013 Candover Investments plc Interim results for the half year ended 30th June 2013 * Net assets per share of 627p (31st December 2012: 608p) a 3% increase over the six months to 30th June * Candover's1 investment portfolio increased in value by £12.7 million, an 8% increase since the year end. Constant currency valuations increased by £5.2 million, with favourable currency movements on investments totalling £7.5 million * Strong trading results at Expro International resulted in a £13.9m write up before currency movements. Stork was written down by £12.0 million before currency effects, reflecting weaker than expected first half trading at Stork Technical Services * Net debt of £37.9 million at 30th June, up from £26.7 million at the year end. No realisation proceeds received to offset the cost of interest charges, operating expenses and adverse foreign currency effects of £3.1 million. Loan-to-value ratio up from 18.1% at the year end to 23.9% at 30th June * Outstanding Candover 2005 Fund commitments of £6.2 million (€7.3 million) at 30th June. Since the period end, £4.9 million (€5.7 million) drawn down for future investment. The remaining £1.3 million (€1.6 million) has now lapsed in line with the termination of the follow-on investment period Malcolm Fallen, Chief Executive Officer, said: "There are some encouraging signs of a recovery in value within parts of theportfolio, and Arle's2 task of positioning the companies for realisation isprogressing steadily. We will continue to track our manager's progress towardsoptimising and realising value over the course of the next three years.Returning cash to shareholders as soon as practicable remains our overridingobjective". 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 plc Malcolm Fallen, CEO +44 20 7489 9848 Business and financial review Overview Net assets per share increased by 3% or 19p per share during the six months to30th June 2013 compared to an increase in the FTSE All-Share of 6% over thesame period. NAV growth is dependent upon the valuation of the portfolio,managed by Arle, increasing and thereby offsetting the costs of running thebusiness. Overall, the value of the portfolio increased by £12.7 million, with£7.5 million attributable to currency effects as the Euro and the US Dollarstrengthened against Sterling. Particularly strong trading results led toenhanced valuations of Expro International ('Expro') and Innovia. Exproregained its position as Candover's largest portfolio company by NAV, with anincrease in its valuation, before currency movements, of £13.9 million. Theuplift reflected strong full year results with Expro achieving significantincreases in both headline revenues and profits. However, valuation upliftswere offset by a significant writedown of £12.0 million, before currencymovements, at Stork which was due to weaker than expected trading at StorkTechnical Services. Candover's net debt increased to £37.9 million during the first six months, upfrom £26.7 million at the year end, due to a combination of interest charges,operating expenses and an adverse impact of exchange rate movements of £3.1million during the period. The loan to value ratio of the Company's net debtincreased correspondingly, from 18.1% at the year end to 23.9% at 30th June. Asoutlined in the results for the year ended 31st December 2012, the US privateplacement loan notes are due to be repaid from the end of 2014 onwards. Basedon Arle's current realisation projections, we should have received sufficientcash by then to meet these repayments. However, a risk remains that there couldbe a shortfall if, for various reasons, these realisations do not materialise.Whilst we are not expecting a material change in the assumptions behind Arle'srealisation projections, we have thought it sensible to begin to review a rangeof contingency plans such as refinancing the existing facilities, or obtainingnew finance and this review continues to make good progress. There were no realisations or follow-on investments during the first sixmonths. After the period end, the Candover 2005 Fund drew down a proportion ofits residual commitments, ahead of the follow-on investment period expiry date.The funds were drawn down for future investment in Parques Reunidos ('Parques')and Stork and are expected to be committed by the year-end. Candover's share ofthis equated to €5.7 million (£4.9 million) and our residual undrawncommitments of €1.6 million (£1.3 million) have now lapsed. Over the course of the last year we have been progressively restructuring andliquidating subsidiary entities within the Candover Group, including a range ofoverseas entities, ahead of returning cash to shareholders. This process isdrawing to a close, with the Group now comprising only two active legalentities: Candover Investments plc and Candover Services Limited. Net asset value per share Net assets per share increased by 3% from 608p to 627p over the six months to30th June 2013. The increase of 19p per share was split between an increase ininvestment values before currency (24p), overall favourable currency movements(18p), and the adverse effect of ongoing business costs (23p). In the firsthalf, these comprised the net interest costs associated with the loan notes andinvestment manager's fee, offset by interest income. Table 1 £m p/share Net asset value at 31stDecember 2012as reported 132.8 608 Gain on financial instruments and other income1 5.2 24 Recurring administrative expenses (2.3) (10) Finance costs (3.0) (14) Others (including tax) 0.3 1 Currency impact: - Unrealised investments 7.5 34 - Retranslation of cash and cash equivalents 3.6 16 - Translation of loan and fair value hedge adjustment (7.1) (32)balances Net asset value at 30thJune 2013 as reported 137.0 627 1 Stated before favourable currency impact of £7.5 million Investments The valuation of investments at 30th June 2013, including carried interest andaccrued loan note interest, was £176.2 million. Valuations increased in theperiod, before currency effects, by £5.2 million, representing an increase of3.2% in the value of these investments over their 31st December 2012 value. Theoverall increase in the valuation of the portfolio in the period was £12.7million representing an uplift of 7.8%. Table 2 £m Investments at 31st December 2012 163.5 Disposals at valuation - Additions at cost - Investments adjusted for additions and disposals 163.5 Revaluation of investments: - Valuation movements before currency impact 5.2 - Currency impact on unrealised investments 7.5 Investments at 30th June 2013 176.2 Net debt position and loan-to-value covenant Candover's net debt has increased from £26.7 million at 31st December 2012 to £37.9 million at 30th June 2013. This reflects cash interest charges of £5.0million, operating expenses and adverse exchange rate movements of £3.1 millionin the period. The loan-to-value ratio of the Company's net debt was 23.9%compared to 18.1% at the year end. Table 3 30th June 31st December 2013 2012 £m £m Loans and borrowings 156.2 151.0 Less fair value hedge adjustment (5.4) (7.0) Deferred costs 0.3 0.4 Value of bonds 151.1 144.4 Cash (113.2) (117.7) Net debt 37.9 26.7 The outstanding commitment to the Candover 2005 Fund was €7.3 million (£6.2million) at 30th June 2013. Following the period end, Candover provided fundingfor follow-on investments in Stork and Parques. As a result the outstandingcommitments were reduced to €1.6 million (£1.3 million). The follow-oninvestment period of the Candover 2005 Fund expired on 26th August 2013 andCandover's remaining commitments have now lapsed. Profit before and after tax Net revenue before exceptional items and tax was £nil compared to a loss of £7.6 million in the comparable period. Including capitalised costs of £2.1 million, total administrative and financecosts in the period were £5.3 million (2012: £5.1 million), which included £1.2million of management fees payable to Arle linked to the value of investmentsmanaged and £3.0 million of financing costs (2012: £2.6 million). The increasein financing costs reflects the weakness of Sterling against the US Dollar,increasing the reported cost of servicing the US Dollar denominated loan notes. Exceptional costs relate to liquidation of subsidiaries. Board There were no changes to the Board during the period. Dividend The Board is not recommending a dividend payment, but the payments of dividendsin the future will be reviewed in the context of our focus on delivering aprogressive return of cash to shareholders over time. Outlook There are some encouraging signs of a recovery of value within parts of theportfolio, and Arle's task of positioning the companies for realisation isprogressing steadily. Optimising the long term value of the portfolio in orderto return cash to shareholders as soon as is practical remains our overridingobjective. We will therefore continue to track our manager's progress closelyas it aims to both optimise value and realise the portfolio over the course ofthe next three years. Manager's report Arle Capital Partners Limited (`Arle') Arle is a London based independent private equity business that acts as GeneralPartner of the Candover 2001 Fund and as Manager of the Candover 2005 Fund andCandover 2008 Fund (together 'the Funds'). Arle acts as investment manager forCandover which is a co-investor alongside the Funds. At 30th June 2013, theFunds comprised investments in the energy & natural resources, industrials andservices sectors. Portfolio overview Across the Funds, the valuation of the Candover 2001 Fund increased by 4% inthe first half of 2013, the Candover 2008 Fund increased by 30%, whilst theCandover 2005 Fund reported a 6% decline following a reduction in the value ofStork due to the first half underperformance of Stork Technical Services. Thiswritedown more than offset upward valuations of Expro, Innovia and Get. As aresult, the combined value of the Funds fell by 1% to €1.867 billion comparedto the valuation at 31st December 2012 (in constant currency). With the exception of Stork, the Funds grew in value by €124 million or 9% overthe period, with all of the other investments either increasing in value ormaintaining their prior valuation. Of particular note, Expro (Candover 2005 and2008 Funds) delivered an uplift of €92 million (30%). Candover's portfolio increased in value by 8% or £12.7 million (58p per share)in the first six months of 2013 including a £7.5 million gain from foreignexchange movements in the period. The difference between Candover's valuationand the valuation of the Funds is partly due to the foreign currencytranslation between the Euro, the Funds' base currency, and Sterling,Candover's currency for reporting purposes. In addition, Candover holds adisproportionate interest in Expro compared to the Funds and so benefittedfurther from the uplift in the period, with a gain of £13.9 million (beforecurrency impacts). These were offset by the reduction in value of Stork notedabove. More than 75% of the value in the Funds is concentrated in the largest fourinvestments: Expro, Stork, Parques and Technogym which together have an averageinvestment age of approximately five years. The portfolio as a whole performed well in the first half of 2013, reporting a3.0% increase in EBITDA compared to the prior six months. Excluding STS, EBITDAacross the portfolio grew by 7.7% in the first half of 2013. This was drivenpredominantly by strong earnings growth at Expro and Innovia. Stork Stork comprises two discrete and separately financed entities: Stork TechnicalServices and Fokker Technologies. Stork Technical Services (`STS') STS provides technical services to the energy, power and chemicals industries.Whilst reported revenues in the first half were slightly above last year,EBITDA at STS was significantly weaker than expected in the first half of 2013,due to a combination of exceptional market and operational issues. Trading in Benelux and Germany was negatively affected in the first quarter ofthe year, where the chemicals and power markets were particularly depressed. InQ2 2013, however, trading improved with this trend continuing in Q3. Three subsidiary businesses: STS Core Services Europe, STS Solutions andColombia all reported weaker first half trading due to one-off circumstancesrelating to contract terminations and customer strikes. A new Chief Executive Officer, Arnold Steenbakker, has been appointed to driverapid improvement in the performance of the business. Fokker Technologies Fokker Technologies is a specialist in aero structures, electrical systems,landing gear and services for the aerospace industry. It traded in line withexpectations, winning a series of key new contracts with Boeing and LockheedMartin. Looking ahead, Fokker's order book remains strong for the next twoyears. Overall, the valuation of Stork has been marked down by £10.0 million (45p pershare) after including a foreign currency gain of £2.0 million to reflect theweak first half performance at STS. Expro International Expro is an international oilfield services company with a significant focus onsubsea. It continued to perform strongly in the first half of 2013 and as aresult its valuation has been increased by £15.8 million (72p per share)including a £1.9 million foreign currency gain. Expro's results for the yearended 31st March 2013 showed that revenues increased by almost 20% to $1.2billion and EBITDA grew by circa. 45% to $291 million. In July, Expro raised a further $100.0 million through a bond issuance of 8.50%secured senior notes. The proceeds will be re-invested in the business tosupport its strong growth plans. Expro will continue to invest in its asset base, as well as to expand anddevelop its work force. With a strong order book and continued commitment tosafe and effective service delivery, the business is confident of deliveringsustained growth for the remainder of the year. Parques Reunidos Parques is a leading operator and owner of attraction parks around the world.In Europe, Parques had a quiet start to the year due to poor weather conditionsand the impact of the economic crisis in Southern European countries. However,trading over the initial weeks of the summer has been positive, with betterattendance and revenue figures compared to the prior year. This, coupled withthe cost reductions implemented across the business, has reversed the initialdecline in profit. The US business is more seasonal with the larger theme parks and water parksopening in mid-May. The opening of the east coast US parks coincided with poorweather conditions which continued until the end of June and deterred visitorsto the parks. This has had a negative effect overall on US trading which hasnot been offset by the smaller west-coast parks. The valuation has been held constant before favourable currency movements of £1.6 million (7p per share). Technogym Technogym is the global leader in premium fitness equipment and wellnesssolutions. It traded in line with expectations during the first half of 2013and while the valuation remained flat, Technogym benefitted from a £0.6 millionforeign currency gain (3p per share). Other Innovia traded well in the first half of the year, resulting in a valuationuplift of £1.9 million (8p per share including currency). The company completedthe acquisition of its 50% share in Securency International, from 50/50 jointventure partner the Reserve Bank of Australia. The acquisition was funded fromInnovia's cash reserves. The business, renamed Innovia Security is a world leader in banknotecounterfeit prevention through the manufacture and supply of its advancedGuardian® banknote substrate. This polymer-based substrate makes banknoteshighly durable and among the safest and most secure in the world. Securency'sGuardian® banknote substrate is currently in issue in 21 countries around theworld including Australia, Canada and Mexico. Candover's interest in the Candover 2001 Fund carried interest increased by £1.1 million (5p per share) to £9.1 million. Realisations and investments There were no realisations or follow on investments made in the portfolioduring the first half of 2013. Update on the Funds Candover 2001 Fund The Candover 2001 Fund lapsed in June 2013. Arle will continue to manage theCandover 2001 Fund's three remaining investments (Qioptiq, Innovia, and ONO)through to realisation. Candover 2005 Fund The Candover 2005 Fund is due to expire on 16th August 2015 but may be extendedfor up to two years in accordance with the terms of the Limited PartnershipAgreement ('LPA'). The post-investment period of the Candover 2005 Fund expiredon 26th August 2013, after which follow-on investments are not permitted. Candover's remaining commitment to the Candover 2005 Fund at 30th June 2013 was€7.3 million, of which €5.7 million was drawn down on 19th July 2013 and 26thAugust 2013, with no further draw down anticipated following the expiry of thepost-investment period. Candover 2008 Fund The Candover 2008 Fund is due to expire on 26th August 2018 but may be extendedfor two years in accordance with the terms of the LPA. The follow-on investmentperiod will terminate on 12th January 2015. Candover has no remainingcommitment to the Candover 2008 Fund following the restructuring that tookplace on 12th January 2010. Table 6 Portfolio valuations Residual Valuation Additions Valuation Valuation Valuation Valuation cost1 at 31st and movement movement at 30th movement December disposals excluding attributable JunePortfolio 2012 FX2 to FX2 2013 pence percompany £m £m £m £m £m £m share2 Expro 92.1 31.6 - 13.9 1.9 47.4 72International Parques 30.0 34.8 - - 1.6 36.4 7Reunidos Stork 42.5 46.0 - (12.0) 2.0 36.0 (45) Technogym 29.2 16.0 - - 0.6 16.6 3 Qioptiq 6.8 8.2 - - 0.3 8.5 2 Innovia Films 2.7 6.6 - 1.5 0.4 8.5 8 Get 1.7 3.6 - 0.8 0.2 4.6 5 Hilding 24.3 3.8 - - - 3.8 1Anders DX Group 21.4 2.7 - - - 2.7 - Ono 2.2 1.7 - 0.2 0.2 2.1 1 Ten largest 252.9 155.0 - 4.4 7.2 166.6 53investments3 Candover 2001 - 8.0 - 0.7 0.4 9.1 5Fund carriedinterest Other 18.0 0.5 - - - 0.5 - Other 18.0 8.5 - 0.8 0.4 9.6 5investments Total 270.9 163.5 - 5.2 7.5 176.2 58 1 Residual cost is original cost less realisations to date 2 Compared to the valuation at 31st December 2012 or acquisition date, if later 3 Excluding Candover 2001 Fund carried interest Valuations The investments are largely based in Western Europe but their operations extendinto more than 140 countries. The investments are in the energy and naturalresources, services and industrial sectors, with the principal exposure beingto Industrials via investments in Stork, Qioptiq, Innovia, Technogym andHilding Anders. The ten largest investments are shown in Table 6 above. Outlook During the remainder of 2013, Arle will continue to focus on maximising thegrowth of all investments, while continuing to prepare and execute realisationswith a near term focus on those investments in the Candover 2001 Fund. We willseek to realise the remaining investments in the Funds over the next threeyears. Arle Capital Partners Limited 28th August 2013 Ten largest investments Analysis by value at 30th June 2013 (representing 94.4% of the portfolio) By valuation method By sector 1. Multiple of earnings 100% 1. Industrials 44% 2. Services 27% 3. Energy & natural resources 29% By region By age 1. United Kingdom 40% 1. 4 - 5 years 10% 2. Benelux 22% 2. Greater than 5 years 90% 3. Spain 23% 4. Italy 10% 5. Nordic 5% Ten largest investments at 30th June 2013 Valuation Valuation Valuation Valuation Residual at movement movement at Effective cost of 31st Dec excluding attributable 30thJune equity % ofInvestment investment 2012 FX to FX 2013 interest Candover's Basis of £m £m1 £m £m £m (fully net assets valuation diluted) Expro 92.1 31.6 13.9 1.9 47.4 4.7% 34.5% MultipleInternational ofOilfield earningsservices Parques 30.0 34.8 - 1.6 36.4 3.9% 26.6% MultipleReunidos ofOperator of earningsattractionparks Stork 42.5 46.0 (12.0) 2.0 36.0 4.6% 26.3% MultipleEngineering ofconglomerate earnings Technogym 29.2 16.0 - 0.6 16.6 3.2% 12.1% MultiplePremium offitness earningsequipment andwellnessproducts Qioptiq 6.8 8.2 - 0.3 8.5 5.4% 6.2% MultipleOptical ofengineering earnings Innovia Films 2.7 6.6 1.5 0.4 8.5 5.7% 6.1% MultipleTransparent ofand coated earningsfilms andpolymer banknotes Get 1.7 3.6 0.8 0.2 4.6 0.5% 3.3% MultipleCable TV of earnings Hilding 24.3 3.8 - - 3.8 4.3% 2.7% MultipleAnders ofBed and earningsmattressmanufacturer DX Group 21.4 2.7 - - 2.7 4.0% 2.0% MultipleMail services of earnings ONO 2.2 1.7 0.2 0.2 2.1 0.1% 1.5% MultipleCable TV and ofinternet earningsservices 1 Adjusted for additions and disposals in the period Principal risks and uncertainties Details of the principal risks and uncertainties facing the Group were set outin the Risk review on pages 44 to 46 of the 2012 Report and Accounts, a copy ofwhich is available on our website (www.candoverinvestments.com). The principal risks and uncertainties identified in the 2012 Report andAccounts, and the policies and procedures for minimising these risks anduncertainties, remain unchanged and each of them has the potential to affectthe Group's results during the remainder of 2013. Our views on the currentmarket conditions are reflected in the Business and financial review and theManager's report. Statement of Directors' responsibilities The Directors of Candover Investments plc confirm that, to the best of theirknowledge, the condensed set of financial statements in this interim reporthave been prepared in accordance with International Accounting Standard 34`Interim Financial Reporting' as adopted by the EU, and give a fair view of theassets, liabilities, financial position and profit or loss of CandoverInvestments plc, and the undertakings included in the consolidation as a whole,and that the Manager's report includes a fair review of the informationrequired by DTR 4.2.7R and DTR 4.2.8R. By order of the Board Ipes (UK) Limited Company Secretary 28th August 2013 Independent review report to Candover Investments plc Introduction We have reviewed the condensed set of financial statements in the half-yearlyfinancial report of Candover Investments plc for the six months ended 30th June2013 which comprises the Group statement of comprehensive income, Groupstatement of changes in equity, Group statement of financial position, Groupcash flow statement and the related notes. We have read the other informationcontained in the half yearly financial report and considered whether itcontains any apparent misstatements or material inconsistencies with theinformation in the condensed set of financial statements. This report is made solely to the Company's members, as a body, in accordancewith International Standard on Review Engagements (UK and Ireland) 2410,`Review of Interim Financial Information performed by the Independent Auditorof the Entity'. Our review work has been undertaken so that we might state tothe Company's members those matters we are required to state to them in anindependent review report and for no other purpose. To the fullest extentpermitted by law, we do not accept or assume responsibility to anyone otherthan the Company and the Company's members as a body, for our review work, forthis report, or for the conclusion we have formed. Directors' responsibilities The half-yearly financial report is the responsibility of, and has beenapproved by, the Directors. The Directors are responsible for preparing thehalf-yearly financial report in accordance with the Disclosure and TransparencyRules of the United Kingdom's Financial Conduct Authority. As disclosed in note 2, the annual financial statements of the Group areprepared in accordance with International Financial Reporting Standards asadopted by the European Union. The condensed set of financial statementsincluded in this half-yearly financial report has been prepared in accordancewith International Accounting Standard 34, `Interim Financial Reporting', asadopted by the European Union. Our responsibility Our responsibility is to express a conclusion on the condensed set of financialstatements in the half-yearly financial report based on our review. Scope of review We conducted our review in accordance with International Standard on ReviewEngagements (UK and Ireland) 2410, `Review of Interim Financial InformationPerformed by the Independent Auditor of the Entity'. A review of interimfinancial information consists of making enquiries, primarily of personsresponsible for financial and accounting matters, and applying analytical andother review procedures. A review is substantially less in scope than an auditconducted in accordance with International Standards on Auditing (UK andIreland) and consequently does not enable us to obtain assurance that we wouldbecome aware of all significant matters that might be identified in an audit.Accordingly, we do not express an audit opinion. Conclusion Based on our review, nothing has come to our attention that causes us tobelieve that the condensed set of financial statements in the half-yearlyfinancial report for the six months ended 30th June 2013 is not prepared, inall material respects, in accordance with International Accounting Standard 34,`Interim Financial Reporting', as adopted by the European Union and theDisclosure and Transparency Rules of the United Kingdom's Financial ConductAuthority. Grant Thornton UK LLPAuditor London 28th August 2013 Group statement of comprehensive income for the period ended 30th June 2013 £ million Six months to 30th Six months to Year to 31st June 2013 30th June 2012 December 2012 Unaudited Revenue Capital Total Revenue Capital Total Revenue Capital Total Gain/(loss) onfinancialinstrumentsat fair valuethrough profitand loss Realised gains - - - - 12.0 12.0 - 1.8 1.8 Unrealised - 13.4 13.4 - (16.3) (16.3) - (13.0) (13.0)gains/(losses) - 13.4 13.4 - (4.3) (4.3) - (11.2) (11.2) Revenue Investment and 3.2 - 3.2 (4.5) - (4.5) (5.8) - (5.8)other income Recurring (1.7) (0.6) (2.3) (1.8) (0.7) (2.5) (4.0) (1.3) (5.3)administrativeexpenses Exceptional (0.4) - (0.4) - - - 2.0 - 2.0non-recurring(losses)/gains Profit/(loss) 1.1 12.8 13.9 (6.3) (5.0) (11.3) (7.8) (12.5) (20.3)before financecosts andtaxation Finance costs (1.5) (1.5) (3.0) (1.3) (1.3) (2.6) (2.8) (2.8) (5.6) Exchange - (6.7) (6.7) - 0.2 0.2 - 4.6 4.6movements onborrowings Profit/(loss) (0.4) 4.6 4.2 (7.6) (6.1) (13.7) (10.6) (10.7) (21.3)beforetaxation Analysedbetween: Profit/(loss) - 4.6 4.6 (7.6) (6.1) (13.7) (12.6) (10.7) (23.3)beforeexceptionalnon-recurringcosts Exceptional (0.4) - (0.4) - - - 2.0 - 2.0non-recurring(losses)/gains Taxation - - - (2.5) - (2.5) (2.5) - (2.5) Profit/(loss) (0.4) 4.6 4.2 (10.1) (6.1) (16.2) (13.1) (10.7) (23.8)after taxation Total (0.4) 4.6 4.2 (10.1) (6.1) (16.2) (13.1) (10.7) (23.8)comprehensiveincome Earnings perordinaryshare: Total earnings (2p) 21p 19p (46p) (28p) (74p) (60p) (49p) (109p)per share - basic anddiluted Dividends paid - - - - - - - - -(£ millions) The total column represents the Group statement of comprehensive income underIFRS. The supplementary revenue and capital columns are presented forinformation purposes as recommended by the Statement of Recommended Practiceissued by the Association of Investment Companies All of the gain for the period and the total comprehensive income for theperiod are attributable to the owners of the Company No interim dividend is proposed Group statement of changes in equity for the period ended 30th June 2013 Unaudited Called Share Other Capital Capital Revenue Total up share premium reserves reserves - reserves - reserve equity capital account realised unrealised £m £m £m £m £m £m £m Balance at 1st January 2013 5.5 1.2 (0.1) 320.4 (182.5) (11.7) 132.8 Net revenue after tax - - - - - (0.4) (0.4) Unrealised gain on financial - - - - 13.4 - 13.4instruments Realised gain/(loss) on financial - - - 0.3 (0.3) - -instruments Exchange movements on borrowing - - - - (6.7) - (6.7) Costs net of tax - - - (2.1) - - (2.1) Profit/(loss) after tax - - - (1.8) 6.4 (0.4) 4.2 Total comprehensive income - - - (1.8) 6.4 (0.4) 4.2 Balance at 30th June 2013 5.5 1.2 (0.1) 318.6 (176.1) (12.1) 137.0 Unaudited Balance at 1st January 2012 5.5 1.2 (0.1) 311.6 (163.0) 1.4 156.6 Net revenue after tax - - - - - (10.1) (10.1) Unrealised loss on financial - - - - (6.1) - (6.1)instruments Realised gain/(loss) on financial - - 12.0 (10.2) - 1.8instruments Exchange movements on borrowing - - - - 0.2 - 0.2 Costs net of tax - - - (2.0) - - (2.0) Profit/(loss) after tax - - - 10.0 (16.1) (10.1) (16.2) Total comprehensive income - - - 10.0 (16.1) (10.1) (16.2) Balance at 30th June 2012 5.5 1.2 (0.1) 321.6 (179.1) (8.7) 140.4 Audited Balance at 1st January 2012 5.5 1.2 (0.1) 311.6 (163.0) 1.4 156.6 Net revenue after tax - - - - - (13.1) (13.1) Unrealised loss on financial - - - - (13.0) - (13.0)instruments Realised gain/(loss) on financial - - - 12.9 (11.1) - 1.8instruments Exchange movements on borrowing - - - - 4.6 - 4.6 Costs net of tax - - - (4.1) - - (4.1) Profit/(loss) after tax - - - 8.8 (19.5) (13.1) (23.8) Total comprehensive income - - - 8.8 (19.5) (13.1) (23.8) Balance at 31st December 2012 5.5 1.2 (0.1) 320.4 (182.5) (11.7) 132.8 Group statement of financial position at 30th June 2013 £ million Notes 30th June 30th June 31st DecemberUnaudited 2013 2012 2012 Non-current assets Financial investments designated atfair value through profit and loss Investee companies 4 166.6 155.5 155.1 Other financial investments 4 9.6 8.5 8.4 176.2 164.0 163.5 Trade and other receivables 8.9 7.6 8.5 Deferred tax asset 1.0 1.0 1.0 186.1 172.6 173.0 Current assets Trade and other receivables 0.3 2.2 0.7 Current tax asset 0.1 0.2 - Cash and cash equivalents 113.2 131.7 117.7 113.6 134.1 118.4 Current liabilities Trade and other payables (4.4) (3.5) (5.0) Provisions (2.1) (5.7) (2.6) (6.5) (9.2) (7.6) Net current assets 107.1 124.9 110.8 Total assets less current 293.2 297.5 283.8liabilities Non-current liabilities Loans and borrowings (156.2) (157.1) (151.0) Net assets 137.0 140.4 132.8 Equity attributable to equityholders Called up share capital 5.5 5.5 5.5 Share premium account 1.2 1.2 1.2 Other reserves (0.1) (0.1) (0.1) Capital reserve - realised 318.6 321.6 320.4 Capital reserve - unrealised (176.1) (179.1) (182.5) Revenue reserve (12.1) (8.7) (11.7) Total equity 137.0 140.4 132.8 Net asset value per share Basic 627p 642p 608p Diluted 627p 642p 608p Group cash flow statement for the period ended 30th June 2013 £ million Notes Six months Six months Year toUnaudited to to 31st December 30th June 30th June 2012 2013 2012 Cash flows from operating activities Cash flow from operations 3 (3.1) 7.5 3.8 Interest paid (5.0) (5.1) (10.0) Net cash (outflow)/inflow from operating a (8.1) 2.4 (6.2)ctivities Cash flows from investing activities Purchase of financial investments - (0.5) (8.3) Sale of financial investments - 19.5 23.1 Net cash inflow from investing activities - 19.0 14.8 Cash flows from financing activities Loan notes repayment - (7.5) (7.5) Net cash outflow from financing activities - (7.5) (7.5) (Decrease)/increase in cash and cash (8.1) 13.9 1.1equivalents Opening cash and cash equivalents 117.7 118.1 118.1 Effect of exchange rates and revaluation on 3.6 (0.3) (1.5)cash and cash equivalents Closing cash and cash equivalents 113.2 131.7 117.7 Notes to the financial statements for the period ended 30th June 2013 Note 1 General information This condensed consolidated half-year financial information does not comprisestatutory accounts within the meaning of Section 434 of the Companies Act 2006.Statutory accounts for the year ended 31st December 2012 were approved on 28thMarch 2013. These accounts, which contained an unqualified audit report underSection 495 of the Companies Act 2006 and which did not make any statementsunder Section 498 of the Companies Act 2006, have been delivered to theRegistrar of Companies in accordance with Section 441 of the Companies Act2006. Note 2 Basis of accounting The Group financial statements are prepared under International FinancialReporting Standards ('IFRS') as adopted by the European Union. This statementhas been prepared using accounting policies and presentation consistent withthose applied in the preparation of the accounts for the Group for the yearended 31st December 2012, and in accordance with IAS 34 `Interim FinancialReporting' (Revised). Note 3 Reconciliation of operating income to net cash flow from operatingactivities £ million Six months to Six months to Year to 30th June 2013 30th June 2012 31st December 2012 Total income 3.2 (4.5) (5.8) Administrative expenses (2.3) (2.5) (5.3) Operating profit 0.9 (7.0) (11.1) (Increase)/decrease in (2.9) 15.8 16.5trade and otherreceivables Decrease in trade and (1.1) (1.3) (1.6)other payables Net cash (outflow)/inflow (3.1) 7.5 3.8from operating activities Note 4 - Financial investments designated at fair value through profit and loss £ million Six months to Six months to Year to 30th June 2013 30th June 2012 31st December 2012 Opening valuation 163.5 204.0 204.0 Disposals at valuation - (29.2) (29.2) Additions at cost - 0.5 8.3 Valuation movements 12.7 (11.3) (19.6) Closing valuation 176.2 164.0 163.5 Note 5 Related party transactions The nature of the Company's interest in the Candover 1997, 2001, 2005 and 2008Funds is disclosed in note 11 on page 74 of the 2012 Report and Accounts. As at 30th June 2013, Candover's investments as a Special Limited Partner inthe Candover 2001 and 2005 Funds were valued at £9.1 million and £0.4 millionrespectively (31st December 2012: Candover 2001 Fund £8.0 million, and Candover2005 Fund £0.4 million). The movement in valuation of the Candover 2001 Fund isdue mainly to movements in underlying investments. Note 6 Outstanding commitments At 30th June 2013, the Company had an outstanding commitment to fundinvestments alongside the Candover 2005 Fund of £6.2 million (31st December2012: £5.9 million). Note 7 Subsequent events After the period end, Candover provided funding for follow-on investments inStork and Parques. As a result the outstanding commitments have reduced to €1.6million (£1.3 million). The follow-on investment period of the Candover 2005Fund expired on 26th August 2013 and Candover's remaining commitments have nowlapsed.
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