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SVG Annual Report SVG Capital plc SVG Capital plc Annual Report and Accounts 2009 SVG Capital plc Head office Annual Report 2009 61 Aldwych London WC2B 4AE Telephone 020 7010 8900 Fax 020 7010 8950 www.svgcapital.com Annual Report and Accounts 2009 This report has been printed on Hello Silk a paper which is certified by the Forest Stewardship Council. The paper is made at a mill with EMAS and ISO 14001 environmental management system accreditation. This report was printed using vegetable oil based inks and 100% renewable energy by a CarbonNeutral® printer certified to ISO 14001 environmental management system and registered to EMAS the Eco Management Audit Scheme. Designed and produced by Radley Yeldar www.ry.com Welcome to SVG Capital plc Company profile SVG Capital is an international 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. Contents Overview Remuneration report 33 Welcome to SVG Capital plc 1 Corporate governance 40 SVG Capital at a glance 2 Corporate social responsibility 44 Chairman’s statement 6 Financial information Chief Executive’s statement 8 Independent auditors’ report 45 Business review Consolidated income statement 46 Investment objective 10 Consolidated statement of comprehensive income 46 Investment policy 10 Company income statement 47 Key performance indicators 10 Company statement of comprehensive income 47 Strategy 11 Consolidated statement of changes in equity 48 Marketplace 12 Company statement of changes in equity 49 Financial review 12 Consolidated balance sheet 50 Portfolio review 14 Company balance sheet 51 Largest investments 14 Consolidated cash flow statement 52 20 largest underlying companies 17 Company cash flow statement 53 SVG Advisers 20 Notes to the accounts 54 Contractual arrangements 20 Company information Risks and risk management 20 Company summary 92 Corporate information Advisers 93 List of investments (Group) 26 Financial calendar 94 Directors 28 Glossary 95 Report of the Directors 30 E-communications for shareholders 96 1 SVG Capital plc Annual Report 2009 Overview Business review Corporate information Financial information Company information Our business £1,060.3m Total assets The Group invests from its own balance sheet as well as on behalf of third-party investors through funds that it manages and/or advises. At 31 December 2009, total assets and commitments under £895.6m management were £4.7 billion, including £3.2 billion* managed Net investment portfolio or advised on behalf of third-parties. +22.5% Private equity investment Since June 2009 SVG Capital invests in a portfolio of private equity funds, the majority of which are advised by Permira, a leading +6.1% Since December 2008 international private equity specialist. Information on our investment portfolio is included on pages 2 to 5, pages 14 to 19 and pages 26 to 27. Investing in private equity and related asset classes Fund management SVG Capital’s fund management business, SVG Advisers, structures, £697.6m markets, manages and advises products for investment in private Net assets of (222.9p per share) and public equity using private equity techniques. More information on this area of our business can be found on page 9. +30.4% Since June 2009 +7.1% Balance sheet Since December 2008 31 December 31 December 2009 2008 Investment portfolio £895.6m £741.1m Including the December 2009 unaudited Cash £144.1m £130.6m valuation of SVG Advisers of £77.2m Other assets £20.6m £30.7m Total assets £1,060.3m £902.4m £620.4m Senior Notes (£220.6m) (£332.2m) Shareholders’ funds Bank facility (£97.7m) – Convertible bond (£100.1m) (£102.6m) Excluding the December 2009 unaudited valuation of SVG Advisers Other liabilities and minority interests (£21.5m) (£33.4m) Shareholders’ funds (audited) £620.4m £434.2m Valuation of SVG Advisers (unaudited) £77. 2m £56.4m Net assets (including SVG Advisers) £ 697.6m £490.6m Net assets per share 222.9p 208.1p ** Loan to value ratios Bank facility (maximum of 50% including value of SVGA) 18.4% 25.9% Loan notes (maximum of 55%) 20.0% 28.0% * This figure excludes SVG Capital’s commitments to SVG Advisers’ managed or advised funds ** Restated for the Rights Issue and Placing SVG Capital at a glance 2 Private equity funds portfolio As at 31 December 2009 2009 2008 Value £731.3m £595.8m Percentage of the investment portfolio 81.7% 80.4% Focus: Investing in 16 funds with an underlying portfolio of 109 companies. 92.6% of the private equity funds portfolio is invested in Permira Funds £m 800 595.8 85.0 (19.9) (0.3) 70.7 731.3 700 600 500 400 300 200 100 0 Opening valuation Calls paid Distributions received Income receivedReturn Closing portfolio Key features of the 12 months: 1. Increase of 10.4% in the value of the private equity funds portfolio over the year and 24.6% over the second half. 2. Early and decisive action by Permira has resulted in performance across the portfolio stabilising and, in many instances, improving. 3. Permira and the underlying management teams have worked together to mitigate the impact of declines in revenue on earnings, ensuring that appropriate cost structures were adopted quickly and operational efficiency improved. 4. A clear priority for Permira continues to be the de-risking of the capital structures of the portfolio companies. Action was taken in 2009 to reduce the Permira Funds portfolio debt by over €4.5 billion. Major unrealised portfolio movements Change in 12 months1 £’000 TDC 25,817 91,198 65,381 Galaxy 25,026 39,671 14,645 Provimi 22,698 62,031 39,333 Saga AA 18,224 59,645 41,421 Birds Eye iglo 18,137 57,062 38,925 New Look 14,034 25,684 11,650 Marazzi (12,392) 8,032 20,424 DinoSol (20,427) Supermercados 20,427 31 Dec 092 £’000 31 Dec 082 £’000 1 Including Permira feeder vehicles 2 Gross of any carried interest provision 3 SVG Capital plc Annual Report 2009 Overview Business review Corporate information Financial information Company information Valuation analysis Top 20 companies By value 4 1 5 3 93% of the gross private equity fund portfolio 2 31 Dec 31 Dec 20 largest underlying companies 2009 2008 % % % of Value gross private Cost December 2009 * 1. Earnings 46 28 Company Fund equity portfolio £’000 £’000 2. Written down – earnings* 36 51 Hugo Boss and Valentino Fashion Group PIV 15.2 205,530 120,846 3. Quoted 11 10 4. Written down 5 6 Arysta LifeScience PIV 11.6 151,544 92,763 5. Cost 1 1 TDC PEII + PEIII 11.5 40,798 91,198 6. Third-party 1 4 Provimi PIV 7.8 52,356 62,031 * Both December 2008 earnings and written down earnings valuation basis have been reclassified. AA Saga PEIII 7. 5 41,756 59,645 Birds Eye iglo PEIII 7. 2 32,487 57,062 Geographical analysis Galaxy PIV 5.0 109,268 39,671 By value Cost* Freescale PIV 4.2 145,058 33,526 5 1 5 1 4 4 Legico PIV 3.9 50,436 30,670 New Look PEII 3.2 480 25,684 3 3 Freenet/debitel PEIII 2.7 138 21,677 2 2 Telepizza PEIII 2.2 12,251 17,724 31 Dec 31 Dec Cognis Group PEII 2.0 1,860 15,895 2009 2008 % % % Cost* All3Media PEIII 1.6 12,074 12,911 1. Global 45 48 36 Sisal PEIII 1.6 16,916 12,635 2. Continental Europe 24 28 28 Maxeda PEIII 1.4 529 11,168 3. UK 20 15 24 4. Asia 7 5 10 Strides Arcolab SVAPF 1.4 3,250 10,787 5. North America 4 4 2 NDS PIV 1.3 7,728 10,351 * Fund reported local currency costs translated at 31 December 2009 foreign exchange rates. Marazzi PIV 1.0 41,892 8,032 SEAT Pagine Gialle PEII 0.8 26,327 5,974 Sector analysis PEI: Permira Europe I (1997 vintage) By value Cost* PEII: Permira Europe II (2001 vintage) 7 8 1 8 9 1 PEIII: Permira Europe III (2003 vintage) 6 9 7 PIV: Permira IV (2006 vintage) 5 6 2 2 4 5 4 3 3 31 Dec 31 Dec 2009 2008 % % % Cost* 1. Retail 24 26 21 2. Chemicals 21 21 20 3. Electronics and communications 21 20 16 4. Consumer 15 15 8 5. Leisure 7 5 16 6. Medical/health 5 4 2 7. Financial 4 5 3 8. Media 2 2 11 9. Other services 1 2 3 * Fund reported local currency costs translated at 31 December 2009 foreign exchange rates. SVG Capital at a glance continued 4 Private equity funds of funds portfolio As at 31 December 2009 2009 2008 Value £85.7m £111.5m Percentage of the investment portfolio 9.6% 15.1% Focus: Investing in six diversified funds of funds, the majority of which are managed or advised by SVG Advisers.
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