Graphite Enterprise Trust PLC 31 January 2015
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Graphite Enterprise Trust PLC Trust Graphite Enterprise 31 January 2015 31 Graphite Enterprise Trust PLC Investing in long term growth Report and Accounts 31 January 2015 Contents Overview Financial Information Highlights of the Year 1 Consolidated Income Statement 44 About Graphite Enterprise 2 Consolidated Balance Sheet 45 Chairman’s Statement 4 Consolidated Cash Flow Statement 46 Strategic Report 10 Consolidated Statement of Case Study – Education Personnel 12 Changes in Equity 47 Parent Company Balance Sheet 48 Parent Company Cash Flow Statement 49 Manager’s Review Parent Company Statement of Changes in Equity 50 Case Study – London Square 14 Notes to the Accounts 51 Portfolio Review 15 Statement of Directors’ Market Review 20 Responsibilities 74 Graphite Capital Team 24 Independent Auditors’ Report 75 Graphite Capital 25 Case Study – Card Factory 26 Governance Supplementary Information The Board 84 Report of the Directors 85 The 30 Largest Fund Investments 28 Directors Remuneration 90 The 30 Largest Report of the Audit Committee 94 Underlying Investments 30 Additional disclosures required Analysis of the 30 Largest by the Alternative Investment Underlying Investments 32 Fund Managers Directive 96 Portfolio Analysis 33 Investment Policy 97 Investment Activity 35 The Annual General Meeting 99 Realisation Activity 36 Notice of Meeting 100 Commitments Analysis 37 Notice of Meeting Notes 102 Currency 41 Dividend and shareholder analysis 42 General Information Understanding Private Equity 104 How to Invest in Graphite Enterprise 106 Useful information 108 Highlights of the Year Overview Graphite Enterprise made further progress in the year to January 2015, with the net asset value per +5.0% +4.6% share, including the dividend, rising Net asset value per share Share price by 5%. The portfolio continued to The NAV per share increased to 695p, The share price increased to 575p in the perform well and the net asset and has outperformed the FTSE year and has more than doubled over value growth would have been All-Share index over the medium and 5 years, materially outperforming the higher if the fall in the euro had not long term. Net assets were £507m. FTSE All-Share Index over that period. reduced the value of our euro- denominated investments. +12.3% 15.5p Both realisations and new Underlying value of the portfolio in Dividend maintained investments increased materially local currencies The total dividend will remain at the over the previous year, with the The portfolio grew strongly, driven record level of 15.5p. The final dividend portfolio generating £142 million by underlying earnings growth will be increased by 33% to 10.0p of cash of which £125 million was and realisations. with the balance payable as a re-invested. As a result cash is special dividend**. higher than anticipated and we are considering a programme of share buy-backs to help reduce the £142m £125m balance. Realisation proceeds* Investment in the portfolio Our flexible strategy, our Proceeds were 20% higher than This represented a very significant the prior year with 33% of the increase of 38% over the prior year. investment discipline and the opening portfolio being realised. strong underlying performance of the portfolio position Graphite * Excluding secondary sales of fund interests. Enterprise well for future growth. ** Subject to approval by shareholders. Mark Fane Chairman Financial summary 31 January 31 January Total 2015 2014 return Net asset value per share 695.2p 677.2p +5.0% Share price 575.0p 563.5p +4.6% Final dividend per share 10.0p 7.5p +33.3% FTSE All-Share Index 3,622 3,497 +7.1% Graphite Enterprise Trust PLC | 1 About Graphite Enterprise Since inception, Graphite Enterprise (“the Company”) aims to provide shareholders with long term capital growth through investment in unquoted the Company has companies. To achieve this, the Company invests in private equity generated a return funds and also directly in private companies. of over 28 times the The Company was listed in 1981 and has invested exclusively in private equity and been managed by Graphite Capital throughout amount subscribed its life. Graphite Enterprise provides access to a diverse portfolio of buy-outs of mature, profitable companies in established European private equity markets. The Company invests in UK mid-market companies through funds managed directly by Graphite Capital. Typically these will make up 20-25% of the portfolio. Investments in other UK companies and in overseas markets are made through funds managed by third parties. The Company does not invest in third party funds that invest in start ups or early stage businesses. Direct investments in companies may be made alongside both Graphite Capital and third party funds. The Board has a conservative approach to portfolio and balance sheet management. As a result the Company has a strong performance record over its 34 year history. 2 | Graphite Enterprise Trust PLC Overview Experienced and cohesive team can produce strong, repeatable Graphite Capital’s Graphite Capital is a long-established investment returns. Graphite Capital’s direct investing and well known UK mid-market direct investment experience helps it to buy-out firm. The senior team has appraise the companies in which a experience is a worked together for 18 years and has manager has invested, which we believe an average of over 21 years of is key to evaluating performance. significant advantage experience in private equity. in assessing primary, Balanced between diversification In addition to direct buy-out and concentration co-investment and investments, Graphite Capital has been The Company aims to provide exposure making third party fund investments to a portfolio which is diversified but secondary for more than two decades. Unusually, where the success of the larger opportunities the team that manages the third party investments can have a noticeable fund portfolio also has extensive direct impact on overall performance. The investing experience, which places Company is invested in a portfolio of them in an ideal position to judge other more than 350 underlying companies private equity managers. The insight managed by 33 private equity firms. and market knowledge of Graphite The largest 30 companies account for Capital’s direct investment team is also over 45% of the value. a significant advantage in assessing co-investment and secondary Access to the private equity asset opportunities. class for the price of a share Investors can gain exposure to this Distinctive approach where quality of diversified private equity portfolio for the manager is key the price of a share. As the shares are Graphite Capital’s approach to fund listed, there is daily liquidity and the investing is rigorous and analytical. value of the shares is known at any The choice of funds in which to invest is point in time. driven primarily by the quality of the manager. Factors such as coverage of For these reasons, purchasing shares in specific geographic areas or sectors of the Company may be an attractive way the economy are given less emphasis. to gain access to the private equity asset class for many types of investor, The main focus in determining whether and particularly for private to invest with a third party fund shareholders and small institutions. manager is whether its current team About Graphite Enterprise Fig: 1.1 Graphite Enterprise (”the Company”) invests in Graphite Capital (”the anager”) Third party Direct co-investment Private equity funds manages private equity funds alongside fund managers managed by Graphite Capital Underlying companies Graphite Enterprise Trust PLC | 3 Chairman’s Statement Over three, five Summary Graphite Enterprise made further progress in the year to and ten years, 31 January 2015. The portfolio performed well once more, the share price advancing by more than 12% in local currencies, with the net asset value per share rising by 5.0% including the dividend. The impact has comfortably of the portfolio growth on the net asset value would have been outperformed the greater if the fall in the value of the euro had not reduced the 1 sterling value of our euro-denominated investments. The net asset FTSE All-Share Index value per share has nonetheless risen in each of the last five years and over that period has increased by well over 50%. The share price, inclusive of the dividend, rose by marginally less than the net asset value, increasing by 4.6% in the year and closing at 575p. Reflecting this small differential, the discount to the net asset value per share widened slightly from 16.8% to 17.3%. The rise in the share price compares with a rise of 7.1% in the FTSE All-Share Index over the same period. Over three, five and ten years, the share price has comfortably outperformed the Index. The portfolio has been performing consistently well for many years. This was the sixth consecutive year in which it has increased strongly in local currencies, with the underlying rate of growth averaging almost 17% annually over this period. As a result of the fall in the euro against sterling, the 12.3% rise in local currencies in the year converted into growth in the portfolio of 8.4% in sterling. The effect of holding relatively high levels of cash and of management costs and expenses limited the overall increase in the net asset value to 5.0%. At 31 January, total assets had risen to £517 million of which 84% was invested in the portfolio and the balance held in cash. The value of the portfolio remained virtually unchanged at £432 million, with very high levels of realisations balanced by high levels of investment and the growth in value of the assets. Cash balances rose by £22 million in the year to £90 million and we also have undrawn bank facilities of £96 million.