By LSE RNS
MITHRAS INVESTMENT TRUST PLC (the "Company")
Interim Financial Results for the six months ended 30 June 2017
Announcement of Unaudited Results
This announcement contains regulated information.
|
Six months ended 30 June 2017 |
|
Six months ended 30 June 2016 |
|
Year ended 31 December 2016 |
Net assets attributable to owners of the Company |
£22.7 million |
|
£26.3 million |
|
£31.5 million |
Number of Ordinary shares in issue at end of period |
10,030,841 |
|
14,228,143 |
|
14,228,143 |
Net Asset Value ("NAV") per Ordinary share |
226.5 pence |
|
185.2 pence |
|
221.2 pence |
Mid market quoted share price |
221.0 pence |
|
152.0 pence |
|
181.3 pence |
Discount |
2.4% |
|
17.9% |
|
18.0% |
Cash distributions to shareholders during the period (dividends paid plus tender offers)
|
|||||
- Dividends paid |
£0.1 million |
|
£0.2 million |
|
£0.2 million |
- - Tender offer proceeds |
£9.2 million |
|
£9.0 million |
|
£9.0 million |
|
----------------- £9.3 million ----------------- |
|
----------------- £9.2 million ----------------- |
|
---------------- £9.2 million ---------------- |
|
|
|
|
|
|
- Tender offer proceeds per Ordinary share |
64.2 pence |
|
45.9 pence |
|
45.9 pence |
Net dividends proposed per Ordinary share |
- |
|
- |
|
1.0 pence |
Total return before tax |
£0.7 million |
|
£1.9 million |
|
£7.0 million |
Ongoing charges (annualised)1 |
1.8% |
|
1.6% |
|
1.6% |
Total expense ratio (annualised)2 |
2.7% |
|
2.4%
|
|
2.4%
|
1 The ongoing charges figures have been calculated using the Association of Investment Companies' ("AIC") recommended methodology and relate to the ongoing costs of running the Company. Subsidiary expenses, such as those incurred by MCP and non-recurring fees are therefore excluded from the calculation.
2 The ratio reflects the ongoing expense for the Group. This follows the AIC guidance in calculating ongoing charges, but includes ongoing expenses of all subsidiaries.
|
6 months |
1 Year |
3 Year |
5 Year |
Since Flotation |
Share price |
22.4 |
46.1 |
55.0 |
122.7 |
477.4 |
NAV* |
2.8 |
22.8 |
49.6 |
63.8 |
368.5 |
FTSE All-Share Index |
5.5 |
18.1 |
23.9 |
65.2 |
425.2 |
*Returns based on NAV per share adjusted for dividends paid. The return since flotation is based on Group total return after tax before dividends, attributable to owners on opening owners' equity.
Summary Financial Information Following the Approval of the Realisation Strategy
|
Net assets* £m |
NAV P |
Share price P |
Discount % |
Dividends paid per Ordinary share** P |
Tender offer proceeds per Ordinary share P |
31 December 2009 |
49.8 |
137.2 |
69.0 |
49.7 |
5.0 |
- |
31 December 2010 |
53.3 |
146.8 |
112.5 |
23.4 |
2.0 |
- |
31 December 2011 |
52.7 |
145.1 |
99.5 |
31.4 |
2.0 |
- |
31 December 2012 |
52.0 |
143.1 |
112.5 |
21.4 |
2.0 |
- |
31 December 2013 |
44.3 |
160.4 |
137.5 |
14.3 |
1.0 |
37.6 |
31 December 2014 |
37.8 |
162.1 |
142.5 |
12.1 |
1.0 |
24.0 |
31 December 2015 |
33.7 |
173.0 |
146.5 |
15.3 |
1.0 |
25.8 |
31 December 2016 |
31.5 |
221.2 |
181.3 |
18.0 |
1.0 |
45.9 |
30 June 2017 |
22.7 |
226.5 |
221.0 |
2.4 |
1.0 |
64.2 |
* Attributable to owners of the Company.
** This is the dividend in pence per Ordinary share paid during the calendar year, declared in the previous year.
Overview of Results for the Six Months ended 30 June 2017
The Company's NAV increased from 221.2 pence per share to 226.5 pence per share in the six months to 30 June 2017, an increase of 2.4%. This increase is after the final dividend of 1.0 pence per share paid to shareholders in May 2017. The Company has enjoyed another period of strong performance, with the exit environment remaining positive. The Company has made significant progress with its realisation strategy. Currency movements continue to impact NAV performance. Whilst the Company benefitted from Sterling weakening by 2.8% against the Euro, a strengthening in the value of the Sterling against the US Dollar by 5.1% negatively impacted performance.
The Company completed its sixth and largest tender offer in April 2017, buying back 29.5% of the remaining Ordinary shares in issue, returning £9.2 million of cash to shareholders. The Company has now returned a gross total of £44.1 million to shareholders by way of tender offers which equates to a total capital return of 119.7 pence per share or the cancellation of approximately 72% of the original shares in issue.
As with previous Interim Reports, these results are based upon the 31 March 2017 underlying fund valuations, being the latest available information. The Board has chosen to make a Directors' revaluation adjustment at 30 June 2017, making a provision of £0.3 million against the current valuation of the MCF portfolio.
During the period, the share price increased from 181.3 pence per share to 221.0 pence per share, an increase of 21.9%. The Company's discount has narrowed significantly from 18.0% to 2.4% reflecting the Company's continued progress with its realisation strategy.
Dividend
As approved by shareholders at the 2017 Annual General Meeting ("AGM"), a final dividend of 1.0 pence per share (2016: 1.0 pence final) was paid in May 2017 in respect of the year ended 31 December 2016. As we have stated consistently since the adoption of the realisation strategy, shareholders should expect the bulk of future returns to be in the form of capital rather than income distributions.
Investment Activity within MCF
Investment activity within MCF during the first six months of 2017 was limited with just £0.2 million of retained distribution proceeds required to meet ongoing obligations to MCF. In addition CVC Europe V acquired Medipole as an add-on acquisition to Elsan, the French private hospital operator, although this add-on acquisition of £0.3 million did not require further capital from the Company.
Realisations from MCF
MCF's mature portfolio has benefitted from a continuation of a sellers market for private equity. We highlighted at the recent AGM that the prospects for distributions in 2017 were excellent. This was borne out in the first half of 2017, with the Company receiving gross distribution proceeds of £14.2 million (June 2016: £6.3 million). OCM Principal Opportunities Fund IV distributed a total of £6.4 million, of which £6.3 million related to AdvancePierre Foods. This exit was completed in two stages; a sell down of shares post IPO in February 2017 and the subsequent sale to Tyson Foods in June 2017. CVC Europe V provided the Company with distribution proceeds of £3.8 million relating to a number of distributions including the sales of Quironsalud for a multiple in excess of 4.0x cost as well the full disposals of AlixPartners and Leslie's Holdings. As previously reported in the 2016 Annual Financial Report, PAI Europe V exited both Xella and Cerba Healthcare at multiples in excess of 2.0x cost with the Company's share of distributed proceeds amounting to £3.0 million. Doughty Hanson V exited LM Wind Power providing the Company with distribution proceeds of £0.8 million and Riverside Europe III provided a small distribution of £0.2 million.
Liquidity and Outstanding Commitments
The Group's liquidity position continues to be strong. During the period the Group's cash position has increased from £5.7 million to £10.0 million. This is after the return of £9.2 million to shareholders from the sixth tender offer in April 2017 and the 1.0 pence per share dividend paid in May 2017.
Excluding subsidiary company cash balances, the Company's cash balance of £9.4 million compares to a maximum outstanding commitment at 30 June 2017 to MCF of £3.2 million although our current expectation is that only up to £0.4 million will be drawn, leaving a cash surplus of £9.0 million at 30 June 2017. The Company is now giving consideration to the timing of its next tender offer.
Principal Risks and Uncertainties
The Company's investment activities expose it to various types of risks that are associated with its investment commitments to private equity limited partnerships. The principal risks are market risk, currency risk and liquidity risk in respect of these investments. Other key risks faced by the Company include investment strategy, management resources, regulatory, operational and financial risks. These risks, and the way in which they are managed, are described in more detail under the heading "Principal Risks and Uncertainties" within the Strategic Report in the Company's Annual Financial Report for the year ended 31 December 2016 as well as note 20 entitled "Financial Instruments, Capital and Risk Management". The Company's principal risks and uncertainties have not changed materially since the date of that Report.
Update on the Realisation Strategy
The Company has made significant progress with its realisation strategy during the first half of 2017. As a result of the realisations, there has been a significant reduction in the size of the investment portfolio to £13.0 million after carried interest (December 2016: £26.1 million). The sale of AdvancePierre Foods has reduced the proportion of pre-2010 vintage investments and the Company's residual underlying portfolio within MCF now comprises 31 portfolio companies.
MCF has moved swiftly through the carried interest catch up phase as highlighted at the 2017 AGM. This means that all future gains on investment will be allocated on a more conventional 90:10 split in favour of investors in MCF. The Company's current share of the carried interest provision within the MCF valuation is £3.0 million.
We expect to make one or two more tender offers before we commence the final stages of the realisation strategy. This should be sometime during the latter half of 2018. We therefore still believe it is appropriate to adopt the going concern basis for this Interim Report.
Outlook
The Company has enjoyed a strong start to 2017 both in terms of share price performance and cash generation. With MCF having moved through the carried interest catch up phase, the Company is now well placed for further growth in NAV. We have good visibility on the remaining residual MCF portfolio. We believe that the remaining portfolio is well positioned to deliver further distributions during the remainder of 2017. The Company's performance remains sensitive to currency movements, although this is now principally Sterling against the Euro. Whilst the political and economic environment remains uncertain, we are confident that the Company will continue to make further progress in delivering the realisation strategy.
Mithras Capital Partners LLP
Investment Manager
26 July 2017
Consolidated Investment Portfolio
At 30 June 2017
|
|
|
Investments at Fair Value |
Fair Value £'000 |
% of Portfolio* |
MCF limited partnership fund investments |
|
|
CVC European Equity Partners V |
6,234 |
39 |
Doughty Hanson & Co V |
3,661 |
23 |
PAI Europe V |
2,591 |
16 |
OCM Principal Opportunities Fund IV |
2,200 |
14 |
Riverside Europe Fund III |
1,602 |
10 |
Net current assets held in MCF |
76 |
- |
Directors' revaluation adjustment |
(341) --------- |
(2) --------- |
Investment portfolio excluding MCF carried interest provision |
16,023 |
100 |
MCF carried interest provision |
(2,985) |
===== |
Total investment portfolio |
--------- 13,038 ===== |
|
Geographical spread of investments by fund currency exposure |
|
|
|
|
|
Continental Europe (EUR) |
13,747 |
86 |
North America (USD) |
2,200 |
14 |
United Kingdom (GBP) |
76 --------- |
- --------- |
|
16,023 |
100 ===== |
MCF carried interest provision |
(2,985) |
|
Total investment portfolio |
--------- 13,038 ===== |
|
* Investment portfolio excluding MCF carried interest provision.
Listed below are the ten largest underlying investments by value which account for 73% of the consolidated investment portfolio. All of these investments are held indirectly through the Company's commitment to MCF.
Top Ten Largest Underlying Investments within MCF
Portfolio Company |
|
Sector |
|
Country |
|
Underlying Fund |
|
Year of Investment |
|
% of Portfolio |
TMF Group
|
|
Services
|
|
Netherlands |
|
Doughty Hanson & Co V
|
|
2008
|
|
19%
|
Cyanco Holdings |
|
Basic Resources |
|
United States |
|
OCM Principal Opportunities Fund IV
|
|
2008
|
|
8%
|
Ista |
|
Services
|
|
Germany |
|
CVC European Equity Partners V
|
|
2013 |
|
7% |
Froneri
|
|
Food & Beverage
|
|
United Kingdom |
|
PAI Europe V |
|
2013 |
|
7% |
Sky Betting & Gaming
|
|
Travel, Leisure & Retail
|
|
United Kingdom |
|
CVC European Equity Partners V |
|
2015 |
|
6% |
OrthoD Group |
|
Healthcare |
|
United Kingdom |
|
Riverside Europe Fund III |
|
2008 |
|
6% |
Ahlsell |
|
Travel, Leisure & Retail
|
|
Sweden |
|
CVC European Equity Partners V |
|
2012
|
|
6%
|
ADB Safegate
|
|
Services |
|
Belgium |
|
PAI Europe V |
|
2013 |
|
5% |
Dayton Superior Corporation
|
|
Industrial Goods & Services |
|
United States |
|
OCM Principal Opportunities Fund IV |
|
2008
|
|
5%
|
Elsan |
|
Healthcare |
|
France
|
|
CVC European Equity Partners V |
|
2014 |
|
4% |
Consolidated Investment Portfolio Analysis
Year |
% |
Pre-2010 |
41 |
2011 |
7 |
2012 |
8 |
2013 |
27 |
2014 |
11 |
2015 |
6 |
Underlying Investments by Continent (by valuation)
Continent |
% |
Europe including UK |
84 |
North America |
16 |
Underlying Investments by Sector (by valuation)
Sector |
% |
Services |
33 |
Travel, Leisure & Retail |
15 |
Industrial Goods & Services |
13 |
Food & Beverage |
11 |
Healthcare |
10 |
Basic Resources |
8 |
Telecoms, Media & Technology |
6 |
Oil, Gas & Chemicals |
2 |
Building Materials & Others |
1 |
Financial Services & Insurance |
1 |
Underlying Investments by Country (by valuation)
Country |
% |
UK |
25 |
Benelux |
23 |
North America |
16 |
France |
13 |
Germany |
8 |
Scandinavia |
7 |
Italy |
4 |
Czech Republic |
4 |
|
|
Six months ended 30 June 2017 |
||
|
|
Revenue |
Capital |
Total |
|
|
return |
return |
return |
|
Notes |
£'000 |
£'000 |
£'000 |
Income |
|
|
|
|
Net gains on investments |
9 |
- |
519 |
519 |
Investment income |
|
365 |
- |
365 |
Other income |
5 |
224 --------- |
- --------- |
224 --------- |
|
|
589 --------- |
519 --------- |
1,108 --------- |
Expenses |
|
|
|
|
Operating expenses |
6 |
(375) --------- |
- --------- |
(375) --------- |
Profit before taxation |
|
214 |
519 |
733 |
Taxation |
|
(95) --------- |
- --------- |
(95) --------- |
Profit and total comprehensive income for the period |
|
119 ===== |
519 ===== |
638 ===== |
Attributable to: |
|
|
|
|
Owners of the Company |
|
103 |
519 |
622 |
Non-controlling Interests |
|
16 |
- |
16 |
Basic and diluted earnings per Ordinary share (pence) |
8 |
0.8 ===== |
4.1 ===== |
4.9 ===== |
The total column of this statement represents the Consolidated Statement of Comprehensive Income, prepared in accordance with International Financial Reporting Standards ("IFRS"). The supplementary revenue return and capital return columns are both prepared under the guidance published by the AIC.
The notes form an integral part of these Condensed Consolidated Interim Financial Statements.
|
|
Six months ended 30 June 2016 |
||
|
|
Revenue |
Capital |
Total |
|
|
return |
return |
return |
|
Notes |
£'000 |
£'000 |
£'000 |
Income |
|
|
|
|
Net gains on investments |
9 |
- |
2,013 |
2,013 |
Investment income |
|
21 |
- |
21 |
Other income |
5 |
232 --------- |
- --------- |
232 --------- |
|
|
253 --------- |
2,013 --------- |
2,266 --------- |
Expenses |
|
|
|
|
Operating expenses |
6 |
(374) --------- |
- --------- |
(374) --------- |
(Loss)/proft before taxation |
|
(121) |
2,013 |
1,892 |
Taxation |
|
(3) --------- |
- --------- |
(3) --------- |
(Loss)/profit and total comprehensive income for the period
|
|
(124) ===== |
2,013 ===== |
1,889 ===== |
Attributable to: |
|
|
|
|
Owners of the Company |
|
(140) |
2,013 |
1,873 |
Non-controlling Interests |
|
16 |
- |
16 |
Basic and diluted (loss)/earnings per Ordinary share (pence) |
8 |
(0.8) ===== |
11.4 ===== |
10.6 ===== |
The total column of this statement represents the Consolidated Statement of Comprehensive Income, prepared in accordance with International Financial Reporting Standards ("IFRS"). The supplementary revenue return and capital return columns are both prepared under the guidance published by the AIC.
The notes form an integral part of these Condensed Consolidated Interim Financial Statements.
|
|
|
|
|||||||
Unaudited Condensed Consolidated Statement of Changes in Equity
|
|
|
|
|||||||
|
|
Total equity |
|
|
||||||
|
|
Capital |
|
|
attributable to owners |
Non- |
|
|||
|
Share |
redemption |
Capital |
Revenue |
of the |
controlling |
Total |
|||
|
capital |
reserve |
reserve |
reserve |
Company |
interest |
equity |
|||
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|||
At 1 January 2017 |
285 |
550 |
26,185 |
4,458 |
31,478 |
21 |
31,499 |
|||
Profit and total comprehensive income for the period |
- |
- |
519 |
103 |
622 |
16 |
638 |
|||
|
--------- |
--------- |
--------- |
--------- |
--------- |
--------- |
--------- |
|||
Contributions by and distributions to owners |
|
|
|
|
|
|
|
|||
Dividends (note 7) |
- |
- |
- |
(142) |
(142) |
- |
(142) |
|||
Profit share paid to members in a subsidiary |
- |
- |
- |
- |
- |
(18) |
(18) |
|||
Cost of shares purchased for cancellation under tender offer |
(84) |
84 |
(9,237) |
- |
(9,237) |
- |
(9,237) |
|||
|
--------- |
--------- |
--------- |
--------- |
--------- |
--------- |
--------- |
|||
Total contributions by and distributions to owners
|
(84) --------- |
84 --------- |
(9,237) --------- |
(142) --------- |
(9,379) --------- |
(18) --------- |
(9,397) --------- |
|||
At 30 June 2017 |
201 ===== |
634 ===== |
17,467 ===== |
4,419 ======= |
22,721 ===== |
19 ===== |
22,740 ====== |
|||
The notes form an integral part of these Condensed Consolidated Interim Financial Statements.
|
||||||||||
Unaudited Condensed Consolidated Statement of Changes in EquityFor the six months ended 30 June 2016 |
|
|
|
|||||||
|
|
|
|
|
Total equity |
|
|
|||
|
|
|
|
|
attributable |
|
|
|||
|
|
Capital |
|
|
to owners |
Non- |
|
|||
|
Share capital |
redemption reserve |
Capital reserve |
Revenue reserve |
of the Company |
controlling interest |
Total equity |
|||
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|||
At 1 January 2016 |
390 |
445 |
28,239 |
4,644 |
33,718 |
21 |
33,739 |
|||
Profit/(loss) and total comprehensive income for the period |
- |
- |
2,013 |
(140) |
1,873 |
16 |
1,889 |
|||
|
--------- |
--------- |
--------- |
--------- |
--------- |
--------- |
--------- |
|||
Contributions by and distributions to owners |
|
|
|
|
|
|
|
|||
Dividends (note 7) |
- |
- |
- |
(195) |
(195) |
- |
(195) |
|||
Profit share paid to members in a subsidiary |
- |
- |
- |
- |
- |
(18) |
(18) |
|||
Cost of shares purchased for cancellation under tender offer |
(105) --------- |
105 --------- |
(9,051) --------- |
- --------- |
(9,051) --------- |
- --------- |
(9,051) --------- |
|||
Total contributions by and distributions to owners |
(105) --------- |
105 --------- |
(9,051) --------- |
(195) --------- |
(9,246) --------- |
(18) --------- |
(9,264) --------- |
|||
At 30 June 2016 |
285 ===== |
550 ===== |
21,201 ===== |
4,309 ======= |
26,345 ===== |
19 ===== |
26,364 ====== |
|||
|
|
|
|
|
|
|
|
|||
The notes form an integral part of these Condensed Consolidated Interim Financial Statements.
|
||||||||
Unaudited Condensed Consolidated Balance Sheet |
||||||||
|
|
Unaudited 30 June |
Audited 31 December |
Unaudited 30 June |
|
|||
|
|
2017 |
2016 |
2016 |
|
|||
|
Notes |
£'000 |
£'000 |
£'000 |
|
|||
Non-current assets |
|
|
|
|
|
|
||
Investments at fair value through profit or loss
|
9 |
13,038 ---------- |
26,113 ---------- |
23,155 ---------- |
|
|||
Current assets |
|
|
|
|
|
|||
Receivables |
|
29 |
20 |
28 |
|
|||
Current tax receivable |
|
- |
42 |
- |
|
|||
Cash and cash equivalents
|
|
10,029 ---------- |
5,691 ---------- |
3,562 ---------- |
|
|||
|
|
10,058 ---------- |
5,753 ---------- |
3,590 ---------- |
|
|||
Total assets |
|
23,096 ---------- |
31,866 ---------- |
26,745 ---------- |
|
|||
Current liabilities |
|
|
|
|
|
|||
Payables |
|
(117) |
(154) |
(139) |
|
|||
Current tax liability |
|
(39) ---------- |
(13) ---------- |
(42) ---------- |
|
|||
|
|
(156) ---------- |
(167) ---------- |
(181) ---------- |
|
|||
Total assets less current liabilities |
|
22,940 ===== |
31,699 ===== |
26,564 ===== |
|
|||
Non-current liabilities Retention arrangement for key management personnel |
12 |
(200) |
(200) |
(200) |
|
|||
|
|
====== |
====== |
====== |
|
|||
Net assets |
|
22,740 |
31,499 |
26,364 |
|
|||
|
|
====== |
====== |
====== |
|
|||
|
|
|
|
|
|
|||
Equity attributable to owners of the Company |
|
|
|
|
|
|||
Share capital |
|
201 |
285 |
285 |
|
|||
Capital redemption reserve |
|
634 |
550 |
550 |
|
|||
Capital reserve |
|
17,467 |
26,185 |
21,201 |
|
|||
Revenue reserve |
|
4,419 ----------- |
4,458 ----------- |
4,309 --------- |
|
|||
Equity attributable to owners of the Company |
|
22,721 |
31,478 |
26,345 |
|
|||
Non-controlling Interest |
|
19 ----------- |
21 ----------- |
19 ---------- |
|
|||
Total equity |
|
22,740 ===== |
31,499 ===== |
26,364 ===== |
|
|||
Net assets per Ordinary share (pence) - basic and diluted
|
10
|
226.5 ===== |
221.2 ===== |
185.2 ===== |
|
|||
The notes form an integral part of these Condensed Consolidated Interim Financial Statements.
Unaudited Condensed Consolidated Cash Flow Statement
|
|
Six months |
Six months |
|
|
|
ended |
ended |
|
|
|
30 June |
30 June |
|
|
|
2017 |
2016 |
|
|
Notes |
£'000 |
£'000 |
|
Cash flows from operating activities |
|
|
|
|
Investment income received |
|
365 |
21 |
|
Interest income received |
|
6 |
15 |
|
Investment management fees received |
|
218 |
219 |
|
Cash paid to service providers |
|
(349) |
(317) |
|
Compensation to key management personnel |
|
(75) |
(75) |
|
Taxation (paid)/received |
|
(27) |
55 |
|
Calls on commitment |
9 |
(297) |
(159) |
|
Proceeds on partial disposal of investment |
9 |
13,891 --------- |
6,235 --------- |
|
Net cash flow from operating activities
|
|
13,732 --------- |
5,994 --------- |
|
Cash flows from financing activities |
|
|
|
|
Equity dividends paid |
|
(142) |
(195) |
|
Profit share distributed to Non-controlling Interest |
|
(18) |
(18) |
|
Tender offer proceeds |
|
(9,234) |
(9,043) |
|
Net cash flow from financing activities |
|
--------- (9,394) --------- |
--------- (9,256) --------- |
|
Net increase/(decrease) in cash and cash equivalents |
|
4,338 |
(3,262) |
|
Cash and cash equivalents at beginning of period |
|
5,691 --------- |
6,824 --------- |
|
Cash and cash equivalents at end of period |
|
10,029 ===== |
3,562 ===== |
|
The notes form an integral part of these Condensed Consolidated Interim Financial Statements.
Notes to the Interim Financial Statements
1. General Information
Mithras Investment Trust plc is a company incorporated and domiciled in the United Kingdom. The Condensed Consolidated Interim Financial Statements of the Group for the six months ended 30 June 2017 comprise the Company and its subsidiaries, Mithras Investments Limited ("MIL"), Mithras Capital Holdings Limited ("MCH"), Mithras Capital Partners LLP ("MCP"), Mithras Capital Partners GP Limited ("MCGP") and Mithras Capital Scottish GP LLP ("MCSGP") together referred to as the "Group". The nature of the Group's operations and its principal activities are set out in note 4 Segment Reporting.
The Group's organisational structure is unchanged from the structure set out in note 17 of the Company's Annual Financial Report for the year ended 31 December 2016.
2. Statement of Compliance
These Condensed Consolidated Interim Financial Statements have been prepared in accordance with the Disclosure Guidance and Transparency and Listing Rules of the Financial Conduct Authority ("FCA") and with International Accounting Standard 34, 'Interim Financial Reporting' as adopted by the EU. They do not include all the information required for a full Annual Financial Report and should be read in conjunction with the Consolidated Financial Statements of the Group for the year ended 31 December 2016, which have been prepared in accordance with IFRS as adopted by the EU.
The Directors have reviewed the guidance issued by the Financial Reporting Council in order to determine whether the going concern basis should be used in preparing the Financial Statements for the six months ended 30 June 2017. In doing so, the Directors have reviewed the likely operational costs and cash flows for the Group for the twelve months from the date of signing this Report and are of the opinion that the Group has adequate resources to continue in operational existence for the foreseeable future. The Directors have agreed that it is appropriate to continue to adopt the going concern basis in the preparation of the Financial Statements as the Company follows its realisation strategy. After due consideration, no material uncertainties have been identified that would cast significant doubt over the ability of the Group to continue as a going concern.
The Condensed Consolidated Interim Financial Statements were authorised and approved for issue by the Board of Directors on 26 July 2017.
The Condensed Consolidated Interim Financial Statements do not comprise Statutory Accounts within the meaning of Section 434 of the Companies Act 2006. Statutory Accounts for the year ended 31 December 2016 were approved by the Board of Directors on 23 February 2017 and delivered to the Registrar of Companies. The Auditors' report on those Financial Statements was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under Section 498 of the Companies Act 2006.
The Interim Report and Financial Statements are being sent to shareholders and copies will be made available to the public at the Registered Office of the Company at 10 Harewood Avenue, London NW1 6AA and on the Company's website www.mithrasinvestmenttrust.com.
3. Significant Accounting Policies
The accounting policies and estimates applied are consistent with those of the Annual Financial Report for the year ended 31 December 2016. Those standards which have become applicable during the period have had no significant impact on the Group.
Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual earnings.
Nothing has been noted in the Update on the Realisation Strategy section of the Investment Manager's Review which would be expected to have a material impact on the accounting policies for the year ended 31 December 2017.
4. Segment Reporting
The chief operating decision-maker has been identified as the Board of Directors. The Board reviews the Group's internal reporting in order to assess performance and allocate resources. The Board has determined the operating segments based on these reports.
The Board considers the operating segments to be investment holdings and private equity fund-of-funds management. The Board assesses the performance of the Group based upon the KPI's as stated in the Strategic Report on pages 12 to 15 of the 2016 Annual Financial Report.
Investment holdings represent the Group and Company's operations and commitment to MCF. Comprehensive income for this segment is derived from gains and losses on investments, income from investments, interest income and other income. The private equity fund-of-funds management business is undertaken by MCP. Revenue for this segment is primarily derived from management services provided to MCF.
|
|
Private equity |
|
|
Investment |
fund-of-funds |
|
|
holdings |
management |
Consolidated |
30 June 2017 |
£'000 |
£'000 |
£'000 |
Net gains on investments |
519 |
- |
519 |
Investment income |
365 |
- |
365 |
Interest income |
6 |
- |
6 |
Other income |
- |
218 |
218 |
Operating expenses |
(239) ---------- |
(136) ----------- |
(375) ----------- |
Profit before taxation |
651 |
82 |
733 |
Taxation |
(95) ---------- |
- ----------- |
(95) ----------- |
Profit for the period
|
556 ===== |
82 ====== |
638 ====== |
Segment assets |
22,955 |
141 |
23,096 |
Segment liabilities |
(345) ---------- |
(11) ----------- |
(356) ----------- |
Net segment assets at 30 June 2017 |
22,610 ===== |
130 ====== |
22,740 ====== |
|
|
Private equity |
|
|
Investment |
fund-of-funds |
|
|
holdings |
management |
Consolidated |
31 December 2016 |
£'000 |
£'000 |
£'000 |
Net gains on investments |
6,992 |
- |
6,992 |
Investment income |
300 |
- |
300 |
Interest income |
19 |
- |
19 |
Other income |
- |
440 |
440 |
Operating expenses |
(468) ---------- |
(260) ----------- |
(728) ----------- |
Profit before taxation |
6,843 |
180 |
7,023 |
Taxation |
12 ---------- |
- ----------- |
12 ----------- |
Profit for the period |
6,855 ====== |
180 ======= |
7,035 ======= |
Segment assets |
31,707 |
159 |
31,866 |
Segment liabilities |
(349) ---------- |
(18) ----------- |
(367) ----------- |
Net segment assets at 31 December 2016 |
31,358 ====== |
141 ======= |
31,499 ======= |
|
|
|
|
|
|
Private equity |
|
|
Investment |
fund-of-funds |
|
|
holdings |
management |
Consolidated |
30 June 2016 |
£'000 |
£'000 |
£'000 |
Net gains on investments |
2,013 |
- |
2,013 |
Investment income |
21 |
- |
21 |
Interest income |
13 |
- |
13 |
Other income |
- |
219 |
219 |
Operating expenses |
(241) ---------- |
(133) ----------- |
(374) ----------- |
Profit before taxation |
1,806 |
86 |
1,892 |
Taxation |
(3) ---------- |
- ----------- |
(3) ----------- |
Profit for the period |
1,803 ===== |
86 ====== |
1,889 ====== |
Segment assets |
26,607 |
138 |
26,745 |
Segment liabilities |
(370) ---------- |
(11) ----------- |
(381) ----------- |
Net segment assets at 30 June 2016 |
26,237 ===== |
127 ====== |
26,364 ====== |
5. Other Income
|
Six months |
Six months |
|
ended |
ended |
|
30 June 2017 |
30 June 2016 |
|
£'000 |
£'000 |
Investment management fee income* |
218 |
219 |
Deposit interest |
6 ----------- |
13 ----------- |
|
224 ====== |
232 ====== |
*Investment management fee income is derived from priority profit share paid by MCF to MCGP. This is calculated at
0.4% of commitments to MCF.
6. Operating Expenses
|
Six months |
Six months |
|
ended |
ended |
|
30 June 2017 |
30 June 2016 |
|
£'000 |
£'000 |
Auditors' remuneration - audit of the Consolidated and Parent Company Financial Statements |
15 |
15 |
Auditor's remuneration - audit of the Company's subsidiaries |
10 |
10 |
Auditor's remuneration - audit related assurance services |
13
|
13
|
Directors' emoluments |
59 |
59 |
Compensation to key management personnel (note 12) |
75 |
75 |
Other administrative expenses |
203 |
202 |
|
----------- |
----------- |
|
375 |
374 |
|
====== |
====== |
Compensation to key management personnel includes payments made to members of MCP but excludes Directors' emoluments.
All expenses include VAT where applicable, with the exception of audit fees which are shown net.
Auditors' remuneration for audit assurance services related to the interim review and fees relating to regulatory reporting. There were no other non-audit services provided by the Auditors.
Other administrative expenditure includes: administration fees, legal and professional fees, general office costs.
The split of expenses incurred by the Company and MCP is disclosed in note 4 above.
7. Dividends
The following dividends were declared by the Company:
|
Six months |
Six months |
|
ended |
ended |
|
30 June 2017 |
30 June 2016 |
|
£'000 |
£'000 |
Final paid in relation to the year ended 31 December 2016: 1.0 pence (2015: 1.0 pence) per Ordinary 2.0 pence share |
142 |
195 |
|
====== |
====== |
The final dividend of 1.0 pence per Ordinary share, for the year ended 31 December 2016, was paid on 5 May 2017 on 14,228,143 shares.
8. Earnings per Ordinary Share
The calculation of the basic and diluted earnings per Ordinary share is based on the following data:
|
Six months ended |
Six months ended |
||||
|
30 June 2017 |
30 June 2016 |
||||
|
Revenue |
Capital |
|
Revenue |
Capital |
|
|
return |
return |
Total |
return |
return |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Earnings for the purpose of basic earnings per Ordinary share being net profit attributable to owners
|
103 ====== |
519 ====== |
622 ====== |
(140) ====== |
2,013 ====== |
1,873 ====== |
Weighted average number of Ordinary shares for the purpose of calculating basic earnings per Ordinary share
|
12,744,014 ========= |
17,640,070 ========= |
There is no dilution effect and therefore no difference between the diluted earnings per Ordinary share and the basic earnings per Ordinary share stated above.
9. Investments at Fair Value Through Profit and Loss
|
Six months ended 30 June 2017 |
Year ended 31 December 2016 |
Six months ended 30 June 2016 |
|
£'000 |
£'000 |
£'000 |
Opening cost at beginning of period |
20,940 |
26,277 |
26,277 |
Gains at beginning of period |
5,173 ---------- |
941 ---------- |
941 ---------- |
Opening fair value at beginning of period |
26,113 ======= |
27,218 ======= |
27,218 ======= |
Movements in the period: |
|
|
|
Call on commitment |
297 |
209 |
159 |
Proceeds on partial disposal of investment |
(13,891) |
(8,306) |
(6,235) |
Gains on partial disposal of investment |
9,087 |
2,760 |
1,656 |
Unrealised fair value movements |
(8,568) ---------- |
4,232 ---------- |
357 ---------- |
Closing fair value at end of period |
13,038 ---------- |
26,113 ---------- |
23,155 ---------- |
Closing cost at end of period |
16,433 |
20,940 |
21,857 |
Gains at end of period |
(3,395) ======= |
5,173 ======= |
1,298 ======= |
Closing fair value at end of period |
13,038 ======= |
26,113 ======= |
23,155 ======= |
Analysis of net gain/(loss) on investments |
|
|
|
Gains on partial disposal of investment |
9,087 |
2,760 |
1,656 |
Fair value movements |
(8,568) --------- 519 ====== |
4,232 --------- 6,992 ====== |
357 --------- 2,013 ====== |
The Group is required to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:
• Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1);
• Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2); and
• Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).
The level of the fair value hierarchy, within which the fair value measurement is categorised, is determined on the basis of the lowest level input that is significant to the fair value of the investment.
All investments of the Group are classified within level 3 for the six months ended 30 June 2017 and for the 2016 financial year.
The valuation of the Group's interest in MCF is calculated in accordance with International Private Equity and Venture Capital Guidelines and is based upon the NAV's of the five Underlying Funds in which MCF has invested. As a starting point, MCF's provisional valuation is based upon the sum of its pro rata share of each of the Underlying Fund's NAV. The Underlying Funds NAV's are themselves derived from the fair value of the 31 portfolio companies held by MCF and are computed by the Underlying Fund investment managers using the most appropriate valuation technique for each individual portfolio company.
The Board then considers whether this MCF NAV requires further adjustment. The Investment Manager prepares a valuation paper at the interim and year end reporting date. This valuation paper considers the valuation processes and techniques of each Underlying Fund investment manager and also the specific valuation methodology of the ten largest investments. This review also considers market conditions and any subsequent investments or realisations post balance sheet. The principal regular adjustment to the provisional MCF NAV is in respect of non co-terminous reporting periods. There is usually a significant delay in the receipt of Underlying Fund reporting and where this is the case, the Investment Manager will seek indications from Underlying Fund investment managers as to the expected valuation movements between the latest available Underlying Fund NAV and the reporting date. The Board then reviews the valuation paper along with any proposed adjustments in respect of non co-terminus reporting periods and these amounts are aggregated to represent a fair value adjustment to the MCF provisional NAV. These represent the Directors' revaluation adjustment. As at 30 June 2017, this represents 3% of the Limited Partnership fair value balance and therefore the Directors' believe that this is not so significant as to warrant further disclosure other than as outlined above. The Investment Manager has visibility over the valuation methodology for over 99% of the underlying portfolio companies in terms of their fair value and the value they contribute to the MCF NAV.
MCF has a carried interest scheme where carried interest of 10% could become payable once MCF has returned all capital contributed by LPs in addition to exceeding a net MCF IRR of 8%. As at 30 June 2017, MCF has a net MCF IRR in excess of 8% and therefore a provision has been made by MCF within its valuation for carried interest. The Company's share of this carried interest provision is £3.0 million.
Given the number of underlying investments, the Directors have not presented a sensitivity analysis at an individual input level for these investments as they do not deem it to be material. The Investment Manager does not prepare an aggregated input sensitivity analysis at a private equity fund level for all of MCF's underlying fund investments or at the limited partnership level. This is because the Company has a diversified mature investment portfolio and a change in the estimate of one input on an individual portfolio company would not be significant in terms of the overall valuation of MCF. While the portfolio companies are concentrated in certain sectors, these portfolio companies within the sectors are located in different countries. Furthermore, the valuation methodology for the portfolio companies has been consistent over time.
There were no transfers between levels for the six months ended 30 June 2017, nor for the year ended 31 December 2016.
10. Net Assets per Ordinary Share
The basic total net assets per Ordinary share is based on the net assets attributable to owners shown in the Balance Sheet as at 30 June 2017, and on 10,030,841 Ordinary shares, being the number of Ordinary shares in issue at 30 June 2017 (30 June 2016: 14,228,143; 31 December 2016: 14,228,143).
There is no dilution effect and therefore no difference between the diluted total net assets per Ordinary share and the basic total net assets per Ordinary share stated above.
11. Guarantees and Commitments
(a) Guarantees
The Company has agreed to provide such financial support to MIL as it may require to continue trading as a going concern.
(b) Commitments
The Company has a maximum outstanding commitment of £3.2 million to MCF at 30 June 2017 (30 June 2016: £3.3 million; 31 December 2016: £3.5 million). This will take the form of capital calls.
12. Related Party Transactions and Disclosures
The following note provides details of the Group and Company's related party disclosures and related party transactions during the period:
(a) Under the Investment Management Agreement, dated 27 March 2009, the Company paid fees of £32,000 (30 June 2016: £32,000; 31 December 2016: £64,000) to MCP, of which £16,000 was outstanding at 30 June 2017 (30 June 2016: £16,000; 31 December 2016: £16,000).
(b) Legal & General Assurance Society Limited held 31.51% of the Ordinary share capital of the Company as at 30 June 2017 (30 June 2016: 32.92%; 31 December 2016: 32.92%).
(c) Mr Boylan, the Managing Partner and Designated Member of MCP, in his personal capacity held 0.40% (30 June 2016: 0.39%; 31 December 2016: 0.39%) of the Ordinary share capital of the Company as at 30 June 2017. Mr Boylan is a member of MCP and has a profit entitlement of 15% of the profits in MCP (30 June 2016: 15%; 31 December 2016: 15%).
(d) Under a Retention Arrangement dated 5 November 2014, Mr Boylan will become entitled, on completion of the realisation strategy, to a sum of £200,000 in consideration for acquiring his 15% minority interest in MCP (referred to as the Non-controlling Interest within the Consolidated Financial Statements). The circumstances that will give rise to the completion of the realisation strategy could vary depending upon the choice of exit route taken by the Company and the arrangement is subject to good leaver provisions.
(e) The compensation payable to key management personnel (which includes members of MCP but excludes Directors of the Company) amounted to £75,000 (30 June 2016: £75,000; 31 December 2016: £149,000) paid as guaranteed drawings. Profit share distributed to the Non-controlling Interests (members of MCP) amounted to £18,000 (30 June 2016: £18,000; 31 December 2016: £34,000).
(f ) The Company invests in MCF, which is managed by MCP. A carried interest scheme operates for the benefit of the founder partners in the scheme. The founder partners are Ms Gillian Brown, Mr Adrian Johnson and Mr Boylan. Carried interest of 10% of investment profits could become payable once MCF has returned all capital contributed by investors as well as exceeding a net IRR of 8% per annum. As at 30 June 2017, MCF's net fund IRR was 8.6% and a provision of £3.0 million was made against the valuation of MCF. No carried interest payments were made during the period or have been since the inception of MCF.
Statement of Directors' Responsibilities
In respect of the Interim Report and Financial Statements for the six months ended 30 June 2017, we confirm that to the best of our knowledge:
• The Interim Report and Financial Statements have been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting' issued by the International Accounting Standards Board, as adopted by the EU and give a true and fair view of the assets, liabilities, financial position and profit of the Company as required by DTR 4.2.4R of the Disclosure Guidance and Transparency Rules;
• The Investment Manager's Review includes a true and fair review of the information required by DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an indication of the important events that have occurred during the first six months of the financial year and their impact on the Interim Report and Financial Statements;
• In accordance with DTR 4.2.8R of the Disclosure Guidance and Transparency Rules and as disclosed in note 12 above, there have been no changes in the nature or magnitude of the related party transactions that have taken place in the first six months of the current financial year and, therefore, there is nothing to report on any material effect by such a transaction on the financial position or the performance of the Company during the period; and
• In accordance with DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, the description of the principal risks and uncertainties as disclosed in the Investment Manager's Review is a fair review of the information required under DTR 4.2.7R for the remaining six months of the year.
On behalf of the Board
Mithras Investment Trust plc
Company Number: 2478424
William Maltby
Chairman
26 July 2017
Interim Report and Financial Statements
The Company's Interim Report and Financial Statements for the six months ended 30 June 2017 will be posted to shareholders in August 2017. Copies of the Interim Report and Financial Statements will be available from the Registered Office of the Company at 10 Harewood Avenue, London NW1 6AA and on the website, www.mithrasinvestmenttrust.com, which is a website maintained by the Company's Investment Manager, MCP. A copy of the Interim Report and Financial Statements for the six months ended 30 June 2017 has been submitted to the National Storage Mechanism of the UK Listing Authority and will shortly be available for inspection at: www.Hemscott.com/nsm.do.
For further information, please contact:
Susan Gledhill
Company Secretary
For and on behalf of
BNP Paribas Secretarial Services Limited
Tel: 020 7410 5971
26 July 2017
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