SVG Capital Plc Annual Report and Accounts 2008 Welcome to SVG Capital Plc
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SVG Capital plc Annual Report and Accounts 2008 Welcome to SVG Capital plc Our business Private equity investment SVG Capital invests in a portfolio of private equity funds, the majority of which are advised by Permira, a leading international private equity specialist. Information on our investment portfolio is included on pages 9 to 19. Fund management SVG Capital’s fund management business, SVG Advisers, structures, markets, manages and advises products for investment in private and public equity using private equity techniques. More information on this area of our business can be found on page 5. Welcome to SVG Capital plc Portfolio review 09 Financial information Company information Largest investments 16 Independent auditors’ report 43 Company summary 82 Overview 20 largest underlying companies 16 Consolidated income statement 44 Notice of Annual General Meeting 83 Financial and operating 02 SVG Advisers 20 Company income statement 45 Advisers 86 highlights 2008 Contractual arrangements 20 Consolidated statement 46 Financial calendar 86 Portfolio overview 03 of changes in equity Risks and risk management 20 Glossary 87 Chairman’s statement 04 Company statement 47 of changes in equity E-communications for shareholders 88 Finance Director’s report 06 Corporate information Consolidated balance sheet 48 List of investments (Group) 24 Company balance sheet 49 Business review Directors 26 Consolidated cash flow statement 50 Investment objective 08 Report of the Directors 28 Company cash flow statement 51 Investment policy 08 Remuneration report 32 Notes to the accounts 52 Key performance indicators 08 Corporate governance 39 Strategy 09 Corporate social responsibility 42 Marketplace 09 Financial review 09 Overview Business review Corporate information Financial information Company information Company profile SVG Capital is a private equity investor and fund management business listed on the London Stock Exchange. Our investment objective SVG Capital’s investment objective is to achieve capital appreciation by investing principally in private equity funds that are managed or advised by Permira, a leading international private equity specialist. In addition, the Company invests in private equity funds that invest in Japan, North America, Asia and the life sciences sectors, and in unquoted and quoted businesses through specialist funds and co-investments alongside these funds. The Company may also invest in other private equity related assets and alternative asset classes. To complement this investment objective and create capital and income for the Company, its fund management business structures, markets, manages and advises products for investment in private equity, private equity related assets, alternative asset classes and in public equity using private equity techniques. SVG Capital plc 01 Annual Report and Accounts 2008 Financial and operating highlights 2008 Balance sheet Total assets of £901.6 million Net investment portfolio of £741.1 million 1. £595.8 million in private equity funds (80.4%) 2. £111.5 million in private equity funds of funds (15.1%) 3. £19.5 million in public equity funds and co-investments (2.6%) 4. £14.3 million in other investments (1.9%) Net assets per share 348.1p Net assets per share of 348.1p (including the 31 December 2008 unaudited Directors’ valuation of SVG Advisers of 40.0p) with Shareholders’ funds of 308.1p per share. Average multiple of 2.2x cost on realisations since 1996 Since listing in 1996, SVG Capital’s average net multiple on realisations has been 2.2x cost. SVG Advisers Funds and commitments under management €4.2 billion Since 2001 SVG Advisers has grown its funds and commitments under management to €4.2 billion and now advises: 1. Eight diversified private equity fund of funds, investing in Europe, US and Asia 2. Five single manager funds (all investing in Permira Funds) 3. Five public equity funds using private equity techniques investing in European listed companies that are considered to be undervalued or could benefit from strategic, operational or management initiatives 4. Two collateralised loan obligation equity funds Recurring external revenue £28.0 million The fund management business reported recurring external revenue of £28.0 million, an increase of 27% on 2007. Total revenue £35.8 million Including fees paid by SVG Capital, total revenue was £35.8 million. SVG Capital plc 02 Annual Report and Accounts 2008 Overview Business review Corporate information Financial information Company information Portfolio overview 20 largest underlying companies* by value at 31 December 2008 Company Country Cost £’000 Value £’000 Arysta LifeScience Japan 149,852 84,204 Valentino Fashion Group/Hugo Boss Italy 161,678 78,646 TDC Denmark 40,317 65,381 Acromas (The AA & Saga) UK 41,461 41,421 Provimi The Netherlands 52,306 39,333 Birds Eye iglo UK 32,264 38,925 Legico Luxembourg 50,388 34,803 debitel/Freenet Germany 171 24,978 Freescale US 144,920 22,527 DinoSol Supermercados Spain 9,509 20,427 Marazzi Italy 41,853 20,424 Telepizza Spain 12,165 19,153 Galaxy Greater China 109,168 14,644 New Look UK 472 11,650 All3Media UK 11,033 11,533 SEAT Pagine Gialle Italy 22,221 9,939 Britvic UK 9,497 9,896 Cognis Group Germany 1,831 7,827 Principal Hayley Group UK 19,490 6,990 Strides Arcolab India 3,235 4,330 * See pages 16 to 19 for further details SVG Capital plc 03 Annual Report and Accounts 2008 Chairman’s statement The second half of 2008 was the most difficult period in the • A cap on our original commitment to Permira IV at 60%, Company’s history. In late September the collapse of Lehman reducing our uncalled commitments to £493 million. Brothers led to a radically changed financial market, which when In return for this the Limited Partners (LPs) who elected combined with a worsening economic environment had two to cap their commitment, agreed that 25% of all future significant potential implications for the Company: realisations from our holdings in Permira IV would go to those LPs who chose not to cap their commitments. First, the normal pattern of calls and distributions would not In addition, those LPs who elected to cap their commitment apply. Historically recessions have seen a low incidence of both to the fund, would also continue to pay a full fund calls and distributions. We foresaw a long period with few, if any, management fee on Permira IV for the investment distributions, while at the same time, given the availability period and would not participate in any of the fund’s of uncalled private equity money and the likelihood of many new investments. companies being equity starved, we could see the potential for rising equity investments starting in the latter part of 2009. • A Rights Issue and Placing of approximately £209 million, with £70 million placed, and £100 million either irrevocably Second, the dramatic fall in public market comparable earnings applied for, or underwritten by JP Morgan Cazenove. multiples signalled major falls in value, given the leveraged nature of our investments. This could have in turn affected our ability An Extraordinary General Meeting was held on 3 February to to meet our loan to value covenant ratios for our credit lines, approve the Rights Issue and Placing and all resolutions were which would be needed to support our outstanding passed with an average vote in favour (across all the resolutions) commitments, including to Permira IV. of 99%. The Rights Issue was completed at the end of February, with £101.3 million raised taking total proceeds raised between The Board therefore reviewed the Company’s financing strategy the Rights Issue and Placing to £171.3 million. and the structure of its balance sheet in the light of the radically changed environment, with the objective of strengthening the None of this could have been achieved without the considerable capital resources of the Company and reducing the effective support of our shareholders, Senior Note holders, bankers, leverage in the balance sheet. In December we announced advisers and, not least, our staff for which we are very grateful. the following: Your Board moved swiftly and decisively to solve what might • An increase in the Company’s loan to value covenants on have become a major problem for the Company. The successful its senior borrowings and its bank line in return for a reduction conclusion of all of the initiatives announced in December has in the amount of Senior Notes outstanding and a decrease strengthened the Company’s balance sheet considerably. in the size of the bank line. Your Board moved swiftly and decisively to solve what might have become a major problem for the Company. The successful conclusion of all of the initiatives announced in December has strengthened the Company’s balance sheet considerably. Nicholas Ferguson Chairman 5 March 2009 SVG Capital plc 04 Annual Report and Accounts 2008 Overview Business review Corporate information Financial information Company information The Board is committed to restoring shareholder value and While the environment in which we are operating remains with the radical change in the economic outlook it is necessary difficult, we believe that there is good potential to grow to have a complete review of our investment strategy. Following SVG Advisers over the next three to five years. As part of the consultation with all our major shareholders, we are well along strategic review, we are looking at opportunities and initiatives with the process and we will report back to shareholders on the that may enhance and diversify the business and believe this outcome of this strategic review at the end of April, as stated market could present some significant opportunities for us in the recent prospectus. to capitalise on. Investment portfolio performance Board The dramatic fall in public markets comparable earnings multiples Andrew Williams, Director and Chief Executive of SVG Advisers, and share prices that impacted valuations in June has continued will shortly be leaving the Group by mutual agreement.