F&C Private Equity Trust plc

Preliminary Announcement for the Year to 31 December 2016

F&C Private Equity Trust plc today announces its unaudited financial results for the year ended 31 December 2016.

Financial Highlights

·      Share price total return for the year of 27.8 per cent for the Ordinary Shares.

·      Fully diluted Net Asset Value total return for the year of 23.0 per cent for the Ordinary Shares. This compares to a total return from the FTSE All-Share Index for the year of 16.8 per cent.

·      Total dividends of 12.60p per Ordinary Share which represents growth of 10.4 per cent in comparison to the previous year.

·      Dividend yield of 4.3 per cent based on the year-end share price.

Chairman's Statement

I am pleased to report that your Company has achieved a very strong performance during the year ended 31 December 2016. Its net assets at the year-end were £259.5 million giving a net asset value ('NAV') per Ordinary Share of 350.98p. Taking into account dividends paid during the year which total 11.95p, the NAV total return was 23.0 per cent. This compares to a total return from the FTSE All-Share Index for the year of 16.8 per cent. The Ordinary Share price total return for the year was 27.8 per cent and the share price at the year-end was 295.50p, representing a discount to the NAV of 15.8 per cent.

During the year the Company made new investments either through funds or as co-investments, totalling £33.2 million. Realisations and associated income totalled £69.8 million. At the year-end the Company had a net cash position of £23.5 million. Outstanding undrawn commitments at the year-end were £116.8 million of which £17.0 million was to funds where the investment period has expired.

The Company's performance fee arrangements contain a hurdle rate, calculated over rolling three year periods, of an IRR of 8.0 per cent per annum. The annual IRR of the NAV for the three year period ended 31 December 2016 was 13.5 per cent and, consequently, a performance fee of £2.0 million is payable to the Manager, F&C Investment Business Limited, in respect of 2016. This is the fourth consecutive year that a performance fee has been payable, demonstrating consistent performance and providing shareholders with an attractive total return, which includes capital growth and an above average dividend yield.

Dividends

An interim dividend of 6.12p per Ordinary Share was paid on 4 November 2016. In accordance with the Company's stated dividend policy, the Board recommends a final dividend of 6.48p per Ordinary Share, payable on 31 May 2017 to shareholders on the register on 5 May 2017. The total dividend for the year amounts to 12.60p per Ordinary Share, which represents growth of 10.4 per cent in comparison to the previous year. This is equivalent to a dividend yield of 4.3 per cent at the year-end.

Financing

As noted above the Company is currently ungeared with cash balances considerably exceeding the term loan element of the £70 million total loan facility. This is a consequence of the continued strong flow of realisations at good prices which have exceeded the rate of new investments during the year. Although a net cash position has advantages, it is the Company's policy to employ moderate levels of gearing to enhance returns to shareholders. The Company has a very well diversified underlying portfolio of investments and this provides a robust platform on which to base borrowings. As the Managers take advantage of new fund, co-investment and secondary opportunities over the coming months, we expect that a moderate level of gearing will be achieved. A striking feature of the year has been the sharp depreciation of sterling against all major currencies, mainly in the aftermath of the Brexit vote on 23 June 2016. We estimate that this has increased the value of the portfolio by approximately 7.0 per cent over the course of the year.

Share issuance

During the year the Company issued 1,959,156 new shares following the exercise of subscription rights by holders of a corresponding number of management warrants previously issued by the Company.  Following the issue of these new shares by the Company no warrants remain in issue. No shares were bought back by the Company during the year.

Change in Directorate

John Rafferty, who has served on the Board of this Company since March 2000, will retire at the conclusion of the forthcoming Annual General Meeting to be held on 25 May 2017.  The Board and its advisers have greatly valued John's guidance throughout his tenure and thank him for his contribution to the Company's affairs.

In preparation for the retirement of John Rafferty a search company was commissioned to find new directors for the Board.  Following a rigorous selection process Richard Gray was appointed to the Board on 23 March 2017 and Swantje Conrad with effect from 2 April 2017 and the Company will seek shareholder approval of their election at this year's Annual General Meeting.

Richard Gray is vice chairman of leading UK corporate stockbroker and investment bank Panmure Gordon. He has had a long career in the financial markets where he has been involved in numerous flotations and other transactions including those interfacing with the private equity sector.

Swantje Conrad is a German national with a distinguished career in investment banking at JP Morgan. She has held several roles including in corporate finance, equity research and sales and in institutional client relationship management.

We look forward to working with Richard and Swantje and to the fresh perspectives that they will bring to our deliberations.

Annual General Meeting

The Annual General Meeting will be held at 12 noon on 25 May 2017 at the offices of BMO Global Asset Management (EMEA), Exchange House, Primrose Street, London EC2A 2NY.

Outlook

Despite the considerable uncertainty created for the business and investment sector by the vote for the UK to leave the European Union, the private equity sector in general and your Company in particular has shown itself to be formidably resilient. The shareholder returns against a potentially problematic background have been outstanding. After a record breaking year in 2015 for realisations from the portfolio, 2016 has almost matched that total with almost £70 million of realisations. There have been several notable successes but the overall picture is one of a strong performance broadly based. In addition there have been many new investments added across a wide range of sectors and geographies laying the foundations for future performance. Your Company has started 2017 with a strong balance sheet and considerable capacity to take investment opportunities that the managers and their investment partners find.

Mark Tennant

Chairman

Manager's Review

The Company's portfolio has had an excellent year based upon an encouragingly strong flow of realisations and fundamental earnings progress in the underlying portfolio. The investments cover all the private equity regions of Europe as well as selected positions in North America, Asia and Emerging Markets. There are over 80 funds in the portfolio managed by more than 40 management teams. In addition there are 20 co-investments led by 13 different managers. Together this gives exposure to around 400 companies. This diversification means that our returns are not dependent on any one management group or investee company and this goes a long way to moderating the inherently high risks involved in private equity investment. If we select the managers, funds and co-investments well, then over time, we should deliver a high return at moderate levels of risk.

There is persistence of performance in the private equity sector in a way that is not achieved in most other branches of asset management. In other words strongly performing managers tend to continue to be strong. This is based upon the logical conclusion that the better managers secure deals not only on the basis of the cost of their capital but because of their expertise in enabling companies to create value. Company management tend to prefer such managers over those with mere financial power. 

Persistence of performance tends to lead to repeatedly backing successful managers and dropping unsuccessful ones. This is perfectly healthy, but if this process is not accompanied by fresh commitments to newer managers it will lead to an inadvertent build up of manager risk. Our experience is that when a private equity fund management group faces a crisis, potentially due to underperformance or poor succession planning, it can have an 'unravelling' effect on their portfolio with poor implications for investors.

We are continually seeking out new managers where there is the right combination of experience, skills and motivation to make good risk adjusted returns. In some ways this is labour intensive and risky, but in others it acts to reduce the single manager risk which can build up as noted above. One of the best ways to assess an emerging manager can be through participation in a co-investment. The process of reviewing the co-investment and of being invested alongside the manager is hugely instructive in revealing the strengths and weaknesses of the private equity management group. It provides first hand reference points which are not usually available in fund investing and it is our belief that, apart from the benefits from the successful investments themselves, co-investing provides insights which make us better selectors of managers and funds. Accordingly two key planks of our strategy are finding emerging management groups and undertaking co-investments. Both these features have been evident this year.

New Investments

There have been 13 new commitments to funds made during the year and a further three since the year-end. These have been to a mixture of UK focused funds, European regional funds and one US fund. In addition three new co-investments were made during the year and another after the year-end. A number of the commitments were to funds where we have invested with the manager before, but several were to new emerging managers whom we had not backed previously.

In the UK we made commitments to six funds; August Equity IV (£10 million), a long established lower mid market specialist, FPE II (£4 million), a growth equity fund managed by the team which were formerly part of Stonehage Fleming, Piper Private Equity VI (£5 million), consumer brands specialists in the lower mid market, Inflexion Enterprise IV (£3 million) and Inflexion Supplemental Fund IV (£2 million), respectively their lower mid market fund and a co-investment fund investing alongside the main Inflexion funds and lastly SEP V (£7.5 million),  renewing our longstanding link into the venture capital sector.

We have made two commitments to France based funds; Astorg VI (€8 million),  mid market buy-outs in niche B2B companies and Montefiore IV (€5 million), services focused in the enterprise value size range €25 - 250 million. Once again we have backed German specialists DBAG in their main fund VII (€6.3 million) and VII B (€1.2 million), a 'top-up' fund. In the Benelux region we have selected Bencis Buyout V (€9 million), focusing on the €20 - 100 million size bracket. We have strengthened our Nordic exposure through Procuritas VI (€7 million) and in new emerging manager Summa I (€4 million). After the year-end we have committed to Finland focused buy-out fund Vaaka III (€6 million). It is relatively rare for mid market funds to cover multiple markets in Europe, but we have backed emerging manager Agilitas for their 2015 Fund (€5 million). We know them well from former funds prior to the firm's founding and through two co-investments, Ionisos and Recover Nordic.

After a period of careful review of mid market opportunities in the US, after the year end, we committed to Graycliff ($6 million), a spin-out of HSBC Private Equity focusing on US companies in the $20 - 100 million size range.

The total invested in new co-investments during 2016 was £10 million. Three co-investments were made during the year and one after the year-end. €4 million was invested for 6.2 per cent of Calucem, the world's second largest manufacturer of Calcium Aluminate Cement (CAC) which is used in a number of high performance construction and industrial applications. This is a truly international enterprise with a Croatian manufacturing base, German R&D capability and an Italian firm, Ambienta, as lead manager. £4.4 million was invested for 14.3 per cent of Ashtead, an Aberdeen based oil services company which rents and services specialist equipment used in the inspection, maintenance and repair of offshore oilfield subsea installations. The deal is led by Buckthorn, a specialist in energy and energy services investments. £2.6 million was invested for 12 per cent of Babington, the Derby-based provider of apprenticeships and other business training courses. The investment is led by RJD Partners and the investment case is centred around growth in demand for apprenticeships, in part as a result of the introduction of the apprenticeship levy which is due to come into effect in April this year.

After the year end $5 million was invested in North Carolina based company Sigma Electric Manufacturing, a leading manufacturer of metal castings, precision machined components and sub assemblies for the US low voltage electrical products market. Most of the company's distribution is in the US and most of its manufacturing is in India, where it has nine factories. The investment is led by Argand, a mid market specialist team which spun out of the well known US firm Castle Harlan.

Drawdowns

During the year drawdowns from funds totalled £23 million. Taking in the co-investments as well brings the total newly invested up to £33.2 million which is marginally below the total for 2015. The detail of many of the drawdowns earlier in the year has already been reported but the larger drawdowns as well as the notable final quarter investments are described below.

RJD Private Equity III made two investments during the year. In addition to Babington, the apprenticeship company described above (£1.4 million) they invested in Barber of Sheffield (£0.7 million), a provider of consumables for the body art (tattoo) sector which is large and growing. FPE II invested in Questionmark (£0.6 million), a provider of human resources and assessment and certification tools.

In the final quarter drawdowns from funds amounted to £6.4 million. The new deals were typically diverse in sector and geography. France-based pan-European fund Astorg VI called £0.8 million for two investments: HRA (mainly gynaecological pharmaceuticals) and Parkeon (hardware and software for parking meters). In Germany DBAG VI called £0.4 million for Polytech (silicone implants) and £0.5 million for Frimo (tooling for plastic components for car interiors). Inflexion continue to be very active. Inflexion Buyout IV called £0.5 million for two investments: Bedell Trust (independent corporate and trust administration) and Group IMD (cloud based provider of distribution technology for the global advertising industry). Inflexion Partnership Capital I called £0.5 million for Outdoor Plus, the leading provider of high profile digital advertising sites in the UK.  TDR Capital II called £0.7 million for refinancing its longstanding modular buildings company, Algeco Scotsman. In Finland Vaaka Partners Buyout Fund II called £0.5 million for two investments: Tietokeskus (ICT infrastructure services) and Molok (below ground waste bins for municipalities).

Realisations

Following a very strong year for realisations in 2015, 2016 has been almost as impressive. The final quarter was remarkably strong with realisations of £31.3 million bringing the total for the year to £69.8 million (2015: £78.9 million). Earlier in the year we had seen some very impressive exits. These include the sale of the Agilitas led co-investment in Ionisos, the France based cold sterilisation company where radioactive isotope Cobalt 60 is used to sterilise medical equipment and packaging. Ionisos was sold to the large French private equity house Ardian after only 19 months giving proceeds to us of £5.2 million (2.9x and an IRR of 97 per cent). Inflexion achieved another very impressive exit with its sale of Marston, the UK's leading debt enforcement business to ICG. This was held in two funds and the combined proceeds to the Company were £5.4 million.

As noted the final quarter was excellent with £31.3 million coming in. A large proportion of this came from SEP III's spectacular exit of Edinburgh-based flight search engine, Skyscanner, which was sold to NASDAQ-listed Chinese travel group Ctrip for £1.4 billion. The proceeds to the Company were £18.1 million, a magnificent return over its nine year holding period. This is an exceptional example of venture capital going well.

There were some other notable exits during the quarter. Primary Capital III sold Leisure Pass Group (visitor passes and operating systems) to a company backed by private equity house Exponent. Proceeds to the Company were £2.3 million, representing 7x cost and an IRR of 69 per cent. Piper V sold bar chain Loungers to Lion Capital returning £1.1 million (4.1x cost, 36 per cent IRR). DBAG V sold aircraft production machinery company Broetje to a large Chinese listed conglomerate returning £1.3 million (4.2x cost and 35 per cent IRR). Chequers Capital XV sold lessor of ground handling equipment TCR to an infrastructure consortium returning £1.1 million (8.4x cost and 28 per cent IRR). Blue Point Capital II, the US mid-market fund, sold Trademark, a virtual manufacturer and wholesaler of branded and licensed goods to online retailers to Bertram Capital returning £1.0 million. Lastly Argan Capital sold down some more of Swedish healthcare assistance group Humana, which is now listed, returning £0.9 million.

After the quarter end we received the proceeds from the sale of our co-investment in Park Holidays UK, the fourth largest caravan holiday park company in the UK. This Caledonia led investment was sold to ICG for an enterprise value of £197 million. We invested £3.25 million in May 2014 and our proceeds of £7.6 million, in addition to £1.4 million already received, represents 2.8x cost and an IRR of 48 per cent.

Valuation Changes

The valuation changes are a function of the exits noted above and the underlying trading of the companies remaining in the fund portfolios. It is usual for an exit to be achieved at a notable premium to the immediately prior carrying value. SEP III (+£5.4 million), DBAG V (+£2.0 million), Chequers Capital XV (+£1.9 million), Inflexion 2012 Co-investment Fund (+£1.5 million) and Inflexion 2010 (+£1.4 million) each benefitted significantly from realisations. Of the co-investments, Park Holidays was sold after the year end delivering a gain of £3.5 million over the year and the exit of Ionisos added £1.9 million to the valuation.  In addition there were a number of other encouraging upward valuations based on good trading. Ambio Holdings, the MVM-led pharmaceutical manufacturer, is trading well and has been uplifted by £2.0 million to 1.5x cost. Ticketscript, the FPE-led SaaS-based online ticketing solution provider, has been sold to a larger strategic player in its sector, Eventbrite. The consideration was largely in Eventbrite shares which it is hoped will list in the medium term. The valuation ascribed gave an uplift for Ticketscript of £2.0 million to 1.9x cost. There were many other smaller uplifts. There were several downgrades. Of these Pinebridge New Europe II was down by £1.0 million and RJD Partners II by £0.7 million. Of the co-investments, three have been reduced in value to reflect below budget trading; Meter Provida (-£0.8 million), David Phillips (-£0.3 million) and Nutrisure (-£0.3 million).

Outlook

The prevailing theme in the European private equity market at present is that pricing of new deals is edging towards historic highs. This is a function of large fund raisings having added to so called 'dry powder' as well as the combination of a fairly liquid banking sector and proliferating debt funds. The net result is that both the equity and debt components of buyouts are readily available. There are obvious risks of overpaying in such an environment. Fortunately the elevation of prices is markedly less acute in the lower mid-market where most of our commitments, whether to funds or co-investments, are made. This can be seen by the moderate pricing of the new deals in our portfolio. Secondly, the managers we invest with are all well aware of the importance of maintaining pricing discipline. Whilst it may seem strikingly obvious, our own performance data shows there is a very strong correlation between paying a low or moderate price and achieving a high return. A feature of this portfolio over the years has been the very extensive list of niche industries in which the portfolio companies are involved. These companies have been selected from thousands of opportunities principally for their growth potential. This combination of moderate pricing and high growth potential may be temporarily harder to find but because of the skills and networks of our investment partners it remains definitely possible. The other vital ingredient of investment success is the confidence of businesses and investors. Notwithstanding the substantial political shocks of 2016 this remains at good levels. Private equity investors tend not to react reflexively. It is a naturally deliberative investment activity with long lead times, long holding periods and the freedom to plan and adapt is one of its key strengths. Following a strong year in 2016 the Company is well placed to continue to increase shareholder value in 2017.

Hamish Mair

Investment Manager

F&C Investment Business Limited

F&C Private Equity Trust plc

Statement of Comprehensive Income for the

year ended 31 December 2016

F&C Private Equity Trust plc

Statement of Comprehensive Income for the

year ended 31 December 2015

F&C Private Equity Trust plc

Balance Sheet

F&C Private Equity Trust plc

Statement of Changes in Equity

F&C Private Equity Trust plc

Cash Flow Statement

Notes (unaudited)

1.         The unaudited financial results, which were approved by the Board on 23 March 2017, have been prepared in accordance with the Companies Act 2006 and International Financial Reporting Standards ('IFRS') as adopted by the European Union. Where presentation guidance set out in the Statement of Recommended Practice "Financial Statements of Investment Trust Companies and Venture Capital Trusts" ('SORP') issued  by the Association of Investment Companies in November 2014 is consistent with the requirements of IFRS, the Directors have sought to prepare the financial statements on a basis compliant with the recommendations of the SORP. 

The accounting policies adopted are consistent with those of the previous financial year, except that the following new standards have been adopted in the current year:

·      'Annual Improvements to IFRSs 2012-2014 Cycle'. The adoption of these amendments did not have any impact on the current period or any prior period and are not likely to affect future periods.

The following new standards have been issued but are not effective for this accounting period and have not been adopted early:

·    In July 2014, the IASB issued the final version of IFRS 9 'Financial Instruments' which reflects all phases of the financial instruments project and replaces IAS 39 'Financial Instruments: Recognition and Measurements'. The standard introduces new requirements for classification and measurement of financial instruments, a new expected credit loss model for calculating impairment on financial assets, and hedge accounting.  IFRS 9 is effective for annual periods beginning on or after 1 January 2018, with early application permitted.  Retrospective application is required with some exceptions. The adoption of IFRS 9 is unlikely to have a material effect on the classification and measurement of the Company's financial assets or financial liabilities.

·    IASB has issued a new standard for the recognition of revenue, IFRS 15 'Revenue from Contracts with Customers'. This will replace IAS 18 which covers contracts for goods and services.  The new standard is based on the principle that revenue is recognised when control of a good or service transfers to a customer - so the notion of control replaces the existing notion of risks and rewards.  The standard permits a modified retrospective approach for the adoption.  Under this approach entities will recognise transitional adjustments in retained earnings on the date of initial application (eg 1 January 2017), ie without restating the comparative period.  They will only need to apply the new rules to contracts that are not completed as of the date of initial application.  The standard will be effective for annual periods beginning on or after 1 January 2018.  The Company is yet to assess IFRS 15's full impact but it is not currently anticipated that this standard will have any material impact on the Company's financial statements as presented for the current year.

The Company does not consider that the future adoption of any new standards, in the form currently available, will have any material impact on the financial statements as presented.

2.         Returns per Ordinary Share are based on the following weighted average number of shares in issue during the year:

Basic:               73,249,836 (2015: 72,143,369)

Diluted:              73,941,429 (2015: 74,102,525)

The net asset value per Ordinary Share is based on the following number of shares in issue at the year-end:

Basic:               73,941,429 (2015: 71,982,273)

Diluted:             73,941,429 (2015: 73,941,429)

During the year, the Company issued 1,959,156 Ordinary Shares of 1p each in the capital of the Company, following the exercise of subscription rights by holders of a corresponding number of management warrants previously issued by the Company in the capital of the Company.  No warrants remain in issue.

3.         The Board has proposed a final dividend of 6.48p per Ordinary Share, payable on 31 May 2017 to those shareholders on the register on 5 May 2017.

4.         This results announcement is based on the Company's unaudited financial statements for the year ended 31 December 2016 which have been prepared in accordance with International Financial Reporting Standards as adopted by the EU ('IFRS').           

5.         This announcement is not the Company's statutory accounts.  The full audited accounts for the year ended 31 December 2015, which were unqualified, have been lodged with the Registrar of Companies.  The statutory accounts for the year to 31 December 2016 (on which the audit report has not been signed) will be delivered to the Registrar of Companies following the Company's Annual General Meeting which will be held at the offices of BMO Global Asset Management (EMEA), Exchange House, Primrose Street, London, EC2A 2NY on 25 May 2017 at 12 noon.

6.         The Annual Report and Accounts for the year will be sent to shareholders and will be available for inspection at the Company's registered office, 80 George Street, Edinburgh EH2 3BU and the Company's website www.fcpet.co.uk

  For more information, please contact: