Ing Investments the Portfolio Still Provides a Broad Spread of Promising Opportunities
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ING Private Equity Access Limited ABN 48 107 843 381 Level 12, 83 Clarence Street Sydney NSW 2000 Australia 29 August 2012 The Manager, Listings Company Announcements Office Australian Securities Exchange Level 4, Exchange Centre 20 Bridge Street SYDNEY NSW 2000 2012 Annual Report and Annual General Meeting Attached are: The Company’s 2012 Annual Report; The Notice of Meeting and a sample Proxy Form for the Company’s Annual General Meeting which is to be held on 24 October 2012. The Notice of Meeting and Proxy Form will be sent to shareholders on 3 September 2011 along with the Company’s Annual Report for those shareholders who have elected to receive a hard copy. The Annual Report, Notice of Meeting and sample Proxy Form will also be posted on the Company’s website: www.ingpeal.com.au. Yours sincerely Sam Jackson Company Secretary For personal use only ING Private Equity Access Limited P 1 of 1 ING Private Equity Access Limited ANNUAL REPORT 30 JUNE 2012 ABN 48 107 843 381 For personal use only This page has been left blank intentionally. For personal use only Contents Calendar iv Summary 2012 1 Statement by the Chairman 2 Investment Strategy 3 Review of Operations 4 Portfolio Diversifi cation 10 Private Equity Fund Profi les 11 Directors’ Report 19 Corporate Governance Statement 26 Financial Statements 31 Notes 35 Directors’ Declaration 60 Independent Audit Report 61 Additional ASX Disclosures 63 Directory 66 Disclaimer For personal use only The information contained in this report has been prepared with all reasonable care by ING Private Equity Access Limited who accepts no responsibility or liability for any errors, omissions or misstatements. It is provided as general securities information only and is not in any way intended to constitute a securities investment recommendation or fi nancial advice. Page iii ING Private Equity Access Limited Calendar OCTOBER 2012 NOVEMBER 2012 DECEMBER 2012 Friday, 12 October Monday, 12 November Wednesday, 12 December Monthly NTA Release Monthly NTA Release Monthly NTA Release Wednesday, 24 October Annual General meeting JANUARY 2013 FEBRUARY 2013 MARCH 2013 Friday, 11 January Tuesday, 12 February Tuesday, 12 March Monthly NTA Release Monthly NTA Release Monthly NTA Release Friday, 22 February Half Yearly Results Release APRIL 2013 MAY 2013 JUNE 2013 Thursday, 11 April Monday, 13 May Wednesday, 12 June Monthly NTA Release Monthly NTA Release Monthly NTA Release JULY 2013 AUGUST 2013 SEPTEMBER 2013 Thursday, 11 July Tuesday, 13 August Thursday, 12 September Monthly NTA Release Monthly NTA Release Monthly NTA Release Friday, 23 August Annual Results Release 2012 ANNUAL GENERAL MEETING The 2012 Annual General Meeting (AGM) for ING Private Equity Access Limited will be held as follows: Date: Wednesday, 24 October 2012 Time: 2.00pm for 2.30pm start For personal use only Venue: Macquarie Graduate School of Management, CBD Executive Conference Centre at Level 7, 37 Pitt Street, Sydney, NSW Details about the items of business to be considered at the AGM are contained in the separate Notice of 2012 Annual General Meeting sent to investors. Page iv Summary 2012 NET ASSET VALUE (pre tax cents per share) NET PROFIT AFTER TAX ($m) 2012 47 2012 -0.86 2011 52 2011 1.95 2010 50 2010 5.14 2009 73 2009 -10.94 2008 112 2008 2.40 0 20 40 60 80 100 120 -12 -10 -8 -6 -4 -2 0246 DIVIDENDS (cents per share) NET BANK DEBT ($m) 2012 2.50 2012 nil 2011 nil 2011 8.8 2010 nil 2010 5.4 2009 nil 2009 13.8 2008 7.95 2008 nil 012345678 0 3691215 TOTAL RETURN (pre tax NAV + dividends %) UNDRAWN PRIVATE EQUITY COMMITMENTS ($m) 2012 -4 2012 18 2011 7 2011 24 2010 14 2010 34 2009 -21 2009 43 2008 1 2008 49 -25 -20 -15 -10 -5 0 51015 0 10 20 30 40 50 “The year ended on a high note with no debt For personal use only and a pleasing dividend payment.” Geoff Brunsdon Chairman Page 1 ING Private Equity Access Limited Statement by the Chairman Despite uncertain market conditions, the year ended on On behalf of the Board, thank a very positive note with no debt and the fi rst dividend you for your continued support payment for a number of years. and I hope that you will be able to join us at this year’s Annual The portfolio benefi ted from a range of exits of underlying General Meeting which will be investments which generated substantial cash-infl ows. held on Wednesday, 24 October, These funded both the repayment of debt and ongoing at the Macquarie Graduate private equity drawdowns placing the Company in its School of Management in strongest position for some years. With that backdrop, Sydney. and the support of our banker, the Company was able to negotiate an extension of its debt facility for another two years at a reduced cost and amount. Continued expectations of cash infl ows then enabled the declaration of a 2.5 cents per share dividend with signifi cant tax Geoff Brunsdon benefi ts attached. Chairman 24 August 2012 We hope that these two milestones signal the start of a regular fl ow of cash to shareholders in line with our strategy of winding down the portfolio. That hope, however, must be tempered by the ongoing volatility and lack of confi dence exhibited in fi nancial markets’ behaviour. It is currently diffi cult to point to many indicators of sustained market stability so we expect activity within the private equity sector to be relatively subdued over the next 12 months. For personal use only Page 2 Investment Strategy The Company provides investors with the opportunity funding for the remaining commitments will be to access investments in private equity not normally generated by drawing on a debt facility and re-cycling available to the individual or smaller investor. cash that may be generated by the portfolio. Sales of part of the portfolio or equity raising would also be The private equity program has been developed on a considered as “reserve” sources of funding; multi-manager (or “fund of funds”) basis over time, with the aim of building a well diversifi ed portfolio of private dividends and capital returns will be paid to investors equity funds managed by a selection of professional as the portfolio is wound down. private equity managers. The current position and strategy is: From 1 July 2011, Pomona Australia Pty Limited (“Pomona”) ABN 65 146 787 091 has acted as manager to commitments to 16 private equity funds have been implement the Company’s investment strategy. made in order to build the Company’s exposure to private equity investments; commitments were made to ensure steady “vintage year” diversifi cation but there will be no further commitments following the change in strategy announced in June 2009; as private equity funds generally operate on a partly paid basis, the Company’s private equity commitments are funded gradually over many years; Australia’s only listed private equity fund of funds. For personal use only Page 3 ING Private Equity Access Limited Review of Operations KEY POINTS Strongly positive cash-fl ows Dividend payment of 2.50 cents per share Debt facility reduced and extended on improved terms No debt at year end Value uplifts on realisations Commitments reduced by 25% CASH FLOW AND EARNINGS The dividend was only declared after careful consideration While the investment portfolio generated very strong of the Company’s portfolio outlook, expectations of cash infl ows during the year from the sale of underlying net cash-fl ows, debt capital availability and the level of assets, the Company experienced a modest loss after tax undrawn private equity commitments. All of those factors of $0.86 million, refl ecting the impact of uncertain market will continue to be assessed on a regular basis but it is conditions on current year valuations. The loss compared hoped that the Company will now be able to pay dividends to a small profi t after tax for the prior year of $1.95 million. on a more regular basis. The main driver of the change was a modest decline in unrealised valuations which more than off set the NET ASSET BACKING revenue generated by the realisations that the portfolio The underlying value of the investment portfolio is enjoyed. (For accounting purposes a realisation produces captured in the net tangible assets (“NTA”) disclosed “distribution revenue” but also generates a decline in the monthly to the ASX. “fair value of investments” which may have produced profi ts in prior periods.) The NTA at 30 June was $68.5 million. With the 2.5 cent dividend taken into account, pre-tax NTA per share was The most signifi cant realisations, and cash generators, were little changed over the period – moving from $0.52 ($0.53 the exits of: post-tax) at 30 June 2011 to $0.47 ($0.50 post-tax) at Freshmax by Wolseley Partners Fund I; balance date. GoBus by Direct Capital Partners III; Many of the realisations that took place during the year iNova Pharmaceuticals by Archer Funds 3 and 4; were at values above their recent carrying values with positive consequences for the NTA. These, however, were MYOB by Archer Capital Fund 4; and off set by a number of write-off s or devaluations which Rebel Group by Archer Capital Funds 3 and 4. refl ect the diffi cult fi nancial market conditions, particularly in the second half of the year under review. These realisations, plus more modest contributions from Catalyst, Pacifi c Equity Partners, NBC Capital, Propel Private The Company’s return over the year (based on changes Equity and Quadrant Private Equity, generated cash for in pre-tax NAV and dividends paid) was (4.15)%.