Intermediate Capital Group PLC Annual Report and Accounts 2005
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Intermediate Capital Group PLC Annual Report and Accounts 2005 Contents 02 Chairman’s Statement 05 Business and Financial Review 11 The Portfolio 16 Directors’ Report 18 Corporate Governance 22 Corporate Social Responsibility 23 Report of the Remuneration Committee 29 Statement of Directors’ Responsibilities 30 Independent Auditors’ Report 32 Consolidated Profit and Loss Account 33 Balance Sheets 34 Consolidated Cash Flow Statement 35 Notes to the Accounts 50 Notice of Meeting 52 Company Information 53 Directors and Management Highlights • Core income up 21% to £75.1m • Capital gains reach a record level of £62.9m • Pre-tax profits up 48% to £95.5m • Earnings per share up by 27% to 89.4p • Proposed final dividend of 28.2p net per share making 40.0p per share for the year, a 16% increase • The loan book increases by 8% to £1.18bn • Funds under management rise to £2.4bn Restated 2005 2004 £m £m Net interest income 75.1 64.0 Core income 75.1 62.2 Profit before tax 95.5 64.6 Loans and investments 1,182.8 1,093.9 Shareholders’ funds 359.5 322.8 The definition of core income may be found on page 9 under results for the year Ten Year Record Core income £m Pre-tax profit £m Loans and investments £m 100 100 1200 90 90 1000 80 80 70 70 800 60 60 50 50 600 40 40 400 30 30 20 20 200 10 10 0 0 0 96 97 98 99 00 01 02 03 04 05 96 97 98 99 00 01 02 03 04 05 96 97 98 99 00 01 02 03 04 05 1 Intermediate Capital Group PLC Chairman’s Statement Introduction The dividend will be paid to 2 It gives me great pleasure to shareholders on the register on 8 report excellent results for our 6 May 2005. 1 financial year ended 31 January 2005. Pre-tax profits increased The year’s dividend is covered 2.2 10 6 to £95.5m as a result of strong times by post tax earnings. 4 growth in both core income 3 and capital gains. The loan portfolio 9 We had an excellent year for new We have had another record year lending. We arranged or provided 5 7 for new lending, which resulted a record total of £778m of new from the high demand for investments, up 19% on the mezzanine in Europe and our previous year, of which £409m (2004 participation in a number of large – £354m) was invested on our mezzanine financings. Consequently balance sheet and £283m (2004 – Portfolio by country the loan book increased by 8% to £202m) taken by fund management 1 Denmark £26.4m £1.18bn despite a high-level of clients with the balance being 2 Finland £3.1m loan repayments and a more syndicated to third parties. 3 France £426.6m 4 Germany £152.7m competitive mezzanine market. 5 Italy £11.2m Most of the investments we made 6 Netherlands £52.2m Last year we also saw a further during the year were in medium 7 Spain £27.5m advance in the scale of our fund sized transactions in the middle 8 Sweden £37.6m management activities with the market but, in addition, we 9 Switzerland £46.2m € 10 UK £399.3m closing of a new 350m loan fund. participated in four large mezzanine financings (two of which were Results in the UK and two in France). Core Income, the most important These two countries represented element of ICG’s profits, increased by our largest markets for new 21% to £75.1m, primarily as a result investments, with £166m invested of increased net interest income and in the UK in 11 new loans and fund management fees. £147m invested in France in nine new loans. We also made two Gross capital gains increased by investments in both Germany 140% to £62.9m, a new record. and Sweden and one in each of Taking into account provisions and Denmark, Italy, the Netherlands payments under the management and Switzerland. incentive scheme, profit before tax amounted to £95.5m, an increase Loan repayment levels were of 48% over the previous year. particularly high last year with 23 mezzanine investments totalling Dividends £315m being repaid, which was The Board is recommending a final nearly double the level of repayments dividend of 28.2p net per share to experienced in the previous year. be paid on 27 May 2005, which, In what was a good year for exits, with the interim dividend of 11.8p £215m was repaid as a result of net per share, brings the total for trade sales and IPOs. In addition the year to 40.0p net per share, there was an unusually high level an increase of 16% over last of prepayments amounting to year’s dividend. £100m, arising principally because of the strong debt markets, which Our policy remains to provide double- encouraged banks to offer digit dividend growth on the back of refinancing of mezzanine with continuing growth in core income. cheaper bank debt. 2 Intermediate Capital Group PLC The overall performance of the leaving us currently with over to finance buyouts as a result of the portfolio continued to be £600m of unutilised facilities. We very high levels of liquidity in the debt satisfactory. However, we did see therefore have substantial spare markets. Senior bank debt was being underperformance on three of our capacity enabling us to grow our offered aggressively across the market loans, against which we have taken loan book in the future. and the high yield bond market significant provisions for the first became active again with a continued time, and further underperformance Fund management reduction in pricing. In addition, on two of our loans where we had Last year we made a further advance mezzanine was again in demand with already taken some provisions. in the development of our fund its use in European buyouts in 2004 management business with the reaching approximately £3.0bn As a result of the levels of new closing in November 2004 of a new compared with £2.3bn in 2003. lending, repayments and provisioning, €350m Loan Fund. We now manage as well as the increase in the sterling six CDOs/Loan Funds, and have The increased demand for value of the portfolio by £8m due to €2.2bn (£1.5bn) under management mezzanine was more than matched currency movements, our portfolio in this area. All of these funds were by increased supply, not only from grew by 8% to £1.18 bn in the year. in compliance with their covenants traditional sources such as banks at 31 January 2005. Growing this and independent mezzanine funds, At 31 January 2005 our portfolio of sub-investment grade fund of which there were some new warrants and quoted shares was management business is, however, entrants in the market last year, but valued at £146m in excess of their becoming increasingly challenging also from new sources in the form nominal Balance Sheet cost compared despite a benign fund-raising of hedge funds and other structured with £82m in previous year. environment, as competition for debt funds. This led to increased attractive higher yielding assets is competition for mezzanine assets, At the year end our portfolio now very strong. We have therefore particularly at the larger end of the comprised loans to 86 companies recently committed to fund the market, which often resulted in in 26 different industry sectors purchase of a €450m (£310m) increased leverage levels and thus across 10 different countries. portfolio of leveraged loans from a more risk and in some cases bank exiting the London market reduced pricing. Consequently, Funding which will be transferred to current while we have invested in a number At 31 January 2005 we had and future fund management of large mezzanine transactions, borrowings outstanding of £848m, clients, thus facilitating the raising we turned down more mezzanine which represented a conservative of further funds in the current year. opportunities last year than we gearing ratio of 2.4:1. have done in previous years. Our €1.5bn (£1.0bn) 2003 During the course of the year we Mezzanine Fund has made good In the middle market, which is undertook a number of initiatives progress and is now over 45% where ICG does most of its business, on the funding side in order to take invested. We are pleased with the the competitive pressures, although advantage of attractive borrowing quality of the portfolio in terms of increased, were not as acute and conditions. We went back to the US credit worthiness and diversification. consequently the adverse affect on and UK private placement market, leverage levels and pricing has not raising £140m, and undertook a We expect further growth in our been as great. In this market ICG tap issue under the previous year’s fund management business in the continues to benefit from its large securitisation, raising £40m. In year ahead. experienced pan-European team of addition, we have, since the year investment professionals and its local end, refinanced all of our existing The European mezzanine market presence in most of the principal revolving credit bank bank facilities 2004 was an active year for buyouts financial centres in Europe. of £372m on more attractive terms in Western Europe, with recorded with a new five year revolving credit transactions totalling £53bn over the Another trend that we saw during facility of £845m. period compared with £43bn in the year was an increase in 2003. This was because of the large prepayment levels resulting from Following these fund raising cash resources in the hands of the the exceptional level of liquidity in initiatives we have in place total private equity investors and the ever the debt markets.