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Annual Financial Report

1 Jul 2015 07:00

RNS Number : 7572R
Aberdeen Private Equity Fund Ltd
01 July 2015
 



ABERDEEN PRIVATE EQUITY FUND LIMITED

AUDITED ANNUAL FINANCIAL REPORT ANNOUNCEMENT

for the year ended 31 March 2015

 

 

STRATEGIC REPORT - COMPANY SUMMARY AND FINANCIAL HIGHLIGHTS

 

The Company

Aberdeen Private Equity Fund Limited (the "Company") is a closed-ended investment company registered in Guernsey and its Ordinary Shares ("Shares") are listed on the premium segment of the Official List of the UK Listing Authority and traded on the London Stock Exchange. The Company was incorporated on 5 January 2007 in Guernsey, Channel Islands with registered number 46192. Trading in the Company's Shares commenced on 9 July 2007.

 

Investment Objective

The investment objective of the Company is to generate long-term capital gains.

 

Investment Policy

The Company aims to achieve its objective through investment in a diversified portfolio of private equity investments.

 

Company Benchmark

The Company invests with the aim of maximising absolute returns and does not have a benchmark.

 

Manager

The Investment Manager of the Company is Aberdeen SVG Private Equity Managers Limited ("ASVG") a wholly owned subsidiary of Aberdeen Asset Management PLC ("AAM")

 

Website

Up-to-date information can be found on the Company's website - www.aberdeenprivateequity.co.uk

 

 

Financial Highlights

2015

2014

Net Asset Value total return

+18.2%

-0.2%

Share price total return

+15.5%

-10.0%

 

 

 

STRATEGIC REPORT - OVERVIEW OF STRATEGY

 

Introduction

The business of the Company is that of a closed-ended investment company registered in Guernsey and the Directors do not envisage any change in this activity in the foreseeable future.

 

The Company's Financial Highlights are shown below. A review of the Company's activities is given in the Chairman's Statement and the Manager's Review. This includes a review of the business of the Company and its principal activities, likely future developments of the business and the recommended dividend.

 

Strategy and Business Model

The Company aims to attract long-term private and institutional investors wanting to benefit from the growth prospects from a diversified portfolio of private equity investments.

 

Duration

The Articles of Incorporation require the Company to propose a continuation vote at every third Annual General Meeting. The next continuation resolution, proposing that the Company continue its business as a closed-ended investment company, will be proposed at the Annual General Meeting to be held in 2016.

 

Investment Policy and Approach

The investment objective of the Company, as adopted by shareholders at the Extraordinary General Meeting and Class Meeting held on 3 June 2010, is to generate long-term capital gains and on the same date shareholders approved a new investment policy under which the Company seeks to achieve its objective through investment in a diversified portfolio of private equity investments.

 

The Company may also hold direct holdings, as an ancillary part of its portfolio, in hedge funds, other specialty funds, unquoted companies and unquoted securities, including fixed interest securities, cash-equivalent investments and cash.

 

The Company will not invest more than 10 per cent., in aggregate, of the value of its gross assets in other investment trusts or investment companies admitted to the Official List, provided that this restriction does not apply to investments in any such investment trusts or investment companies which themselves have stated investment policies to invest no more than 15 per cent. of their gross assets in other investment trusts or investment companies admitted to the Official List. In any event, the Company will not invest more than 15 per cent. of its gross assets in other investment trusts or investment companies admitted to the Official List.

 

Investment Process and Investment Opportunities

The Manager's key objective is to select private equity managers which it believes will produce, over time, superior risk-adjusted returns in their chosen investment strategy and which can demonstrate significant competitive advantages compared with other funds in their peer group. The focus is on the individual merits of investments, but the industry and economic environment in which that manager is operating is also taken into consideration.

 

The investment process is systematic and disciplined. Due diligence is at its heart and typically around three to four months are spent analysing a potential manager, a process which includes a number of on-site visits with that manager. The process culminates in the provision of a detailed report that is then presented to, and discussed by, the Manager's Investment Committee (the "Investment Committee"), where a selection decision is made on all potential funds. The Investment Committee has to approve an investment before it can be recommended to the Company's Board for approval. The Manager will also conduct operational and legal due diligence on the potential manager and proposed investment.

 

On-going monitoring is similarly robust, and includes regular reviews of market conditions and their potential effect on the underlying funds and any direct private equity investment. In response to the conclusions drawn from this process, the Investment Committee recommends to the Company's Board whether or not to retain an investment.

 

Asset Allocation

The Company seeks to hold a broadly diversified portfolio of investments by industry sector, investment stage and size of investment, as well as by strategy. The Company intends to invest the majority of its portfolio in the buyout, growth capital, distressed and venture capital funds sectors.

 

Risk Diversification

The Manager actively monitors the Company's portfolio and attempts to mitigate risk through diversification. Not more than 20% of the Net Asset Value, at the time of investment, is permitted to be invested in any single investment. If the Company acquires a portfolio of investments in a single transaction, this limitation will be applied individually to each of the underlying investments acquired and not to the portfolio as a whole.

 

Gearing

On 4 August 2014 the Company entered into a new secured £15 million three year committed revolving credit facility, with Lloyds Bank Plc ("Lloyds") which replaced an expiring facility provided by The Royal Bank of Scotland plc ("RBS"). The credit facility is available for general corporate and working capital purposes including bridging capital contribution commitments in accordance with the investment policy. The Company's formal policy with respect to gearing is to ensure that its aggregate borrowings do not exceed a maximum of 25% of Net Asset Value. During the year to 31 March 2015 and up to the date of this report, the Company has not made any drawings under the Lloyds facility (and did not make any drawings under the expired RBS facility).

 

Risk

An investment in the Shares is only suitable for investors capable of evaluating the risks (including the potential risk of capital loss) and merits of such investment and who have sufficient resources to bear any loss which may result from such investment. Furthermore, an investment in the Shares should constitute part of a diversified investment portfolio. The risks described below are the principal risks which are considered by the Directors to be material to shareholders and potential investors in the Company. Greater detail on these risks is provided in note 19 to the financial statements.

 

Principal Risk Factors

Shares

The market price and the realisable value of the Company's Shares, as well as being affected by their underlying net asset value, also reflect supply and demand for the Company's Shares, market conditions and general investor sentiment. As a result, the market value and the realisable value of the Shares may fluctuate and vary considerably from the net asset value of the Shares and investors may not be able to realise the value of their original investment.

 

Borrowings

The Company may borrow up to 25% of the NAV of the Company. Whilst the use of borrowings should enhance the total return on the Shares where the return on the Company's underlying assets is positive and exceeds the cost of borrowing, it will have the opposite effect where the underlying return is less than the cost of borrowing, further reducing the total return on the Shares or increasing the scale of any losses.

 

Market Risks

The fair value or future cash flows of a financial instrument held by the Company may fluctuate because of changes in market prices. Market risk comprises three elements: interest rate risk, currency risk and other price risk. Further details of these risks are disclosed in note 19 to the financial statements. Investment in private equity securities involves a greater degree of risk than that usually associated with investment in listed securities markets.

 

General

Shareholders have no right to redeem their Shares and in normal circumstances will only be able to realise their investment through the market. The Articles of Incorporation require the Company to propose a continuation vote at every third Annual General Meeting. The next continuation resolution, proposing that the Company continue its business as a closed-ended investment company, will be proposed at the Annual General Meeting to be held in 2016. If the continuation resolution is not passed, the Directors shall put proposals to shareholders for the restructuring or reorganisation of the Company.

 

Taxation and Exchange Controls

Any change in the Company's tax status or in taxation legislation and/or the imposition of exchange controls (including the tax treatment of dividends or other investment income received by the Company) could affect the value of the investments held by the Company, affect the Company's ability to provide returns to shareholders or alter the post-tax returns to shareholders.

 

Investment Strategy and Performance

Inappropriate long-term investment strategies in terms of, inter alia, asset allocation, level of gearing or manager selection may result in underperformance of the Company against the companies within the peer group. The Board regularly considers the Company's investment strategy and monitors performance at each Board meeting.

 

Portfolio Risks

Private equity investments are long-term in nature and they may take a considerable period to be realised. A substantial proportion of the Company's assets are invested in limited partnerships which invest in private companies. These unquoted investments are less readily realisable than quoted securities. Such investments may therefore carry a higher degree of risk than quoted securities. In valuing its investments in private equity funds, co-investments or limited partnerships and in calculating its NAV, the Company relies to a significant extent on the accuracy of financial and other information provided by these funds to the Manager. Limited partnerships typically provide updated (unaudited) valuations on a quarterly or six-monthly basis. Further details on the valuation methodology are disclosed in note 2 to the financial statements.

 

Alternative Investment Fund Managers Directive

The transition period for those funds and managers subject to the Alternative Investment Fund Managers Directive (the "Directive") came to an end on 22 July 2014. To ensure compliance with the Directive, during the year the Company entered into a new management agreement with Aberdeen SVG Private Equity Managers Limited. Fees payable under the new agreement are the same as were payable under the previous agreement. In addition, the Company has appointed Ipes Depositary (UK) Limited as its depositary, in accordance with the Directive. Further detail on the changes in the Company's management arrangements is provided in the Annual Report.

 

 

Key Performance Indicators (KPIs)

At each Board meeting, the Directors consider a number of performance measures to assess the Company's success in achieving its objectives. Below are the main KPIs which have been identified by the Board for determining the progress of the Company:

 

Net Asset Value and NAV Total Return

Share Price and Share Price Total Return

Discount of Share Price to NAV

Ongoing Charges

 

A record of these measures is provided under Financial Highlights below.

 

Board Diversity

The Board recognises the importance of having a range of skilled, experienced individuals with the right knowledge in order to enable the Board to fulfill its obligations. At 31 March 2015, there were four male Directors. The Company has no employees. The Board's statement on diversity is set out in the Annual Report.

 

Environmental, Social and Human Rights Issues

The Company has no employees as all its executive functions are undertaken by the Manager and other service providers. There are therefore no disclosures to be made in respect of employees. The Company's socially responsible investment policy is outlined in the Annual Report.

 

Global Greenhouse Gas Emissions

The Company has no greenhouse gas emissions to report from the operations of its business, nor does it have responsibility for any other emissions producing sources.

 

 

 

Howard Myles

Chairman

30 June 2015

 

STRATEGIC REPORT - CHAIRMAN'S STATEMENT

 

I am pleased to present to shareholders the Annual Report and financial statements of the Company for the financial year ended 31 March 2015.

 

Performance and Dividend

During the period under review the Net Asset Value ("NAV") per Share rose by 16.1% to 127.4p. Inclusive of the 2.0p dividend paid in September 2014, shareholders received a NAV total return of 18.2% for the period under review.

 

For the year under review the Company benefited from the strong performance of its investment portfolio, much of which is US Dollar denominated. Additional performance came from net translational gains from currency following a strengthening in the US Dollar versus Sterling over the period.

 

On 31 March 2015 the share price discount to NAV stood at 30.8%. Since the period end the NAV has decreased to 123.1p per Share (based upon 29 May 2015 figures being the latest available information) and the discount has narrowed to 26.9% based on the Share price at that date.

 

Owing to differences in the nature and timing of commitments to underlying investments the Company does not have a benchmark with which to compare performance. The Board however regularly reviews the NAV performance both in absolute and relative terms against the Company's peer group.

 

In 2012 the Board implemented a distribution policy whereby the Company will return a proportion of the net distributions that it receives from its investments by way of a dividend to shareholders. The Board stated then that it intended to distribute approximately 10% of the received distributions (net of recallable distributions) each year, subject to a minimum of at least 1p per Share per annum regardless of the distributions received. Accordingly, we are pleased to be able to recommend to shareholders the payment of a dividend of 2.2p (2014 - 2.0p) per Share which, subject to approval of shareholders at the AGM on 15 September 2015, will be payable on 18 September 2015 to Shareholders on the register on 21 August 2015.

 

Amendment to Performance Fee

We are pleased to have agreed certain favourable amendments to the way that performance fees are calculated which are highlighted below. Applicable for the year ending 31 March 2016, the performance fee will incorporate a three year 8% per annum compound return hurdle rate. In order to earn a performance fee all of the following criteria must be met in a performance fee year:

 

The NAV must have risen by more than 8% in the performance fee year

The NAV must exceed the high watermark (at which a fee was last paid)

The NAV must have risen by more than 8% pa compound over the previous three performance fee years

 

The performance fee itself will now be calculated at 10% of the NAV gain above the hurdle rate in the latest performance fee year, rather than at 10% of the entire NAV gain. Furthermore the total fees payable to the Manager in any performance period will be capped at 3% (previously 4.99%).

 

This new Performance Fee takes effect for the year ending 31 March 2016. For the year ended 31 March 2015 the performance fee has been calculated at the rate of 10% of the NAV gain above the current 8% hurdle rate, rather than 10% of the entire NAV gain from when a performance fee was last paid which had been applicable in previous years.

 

Share Capital Management

During the period under review no Shares were purchased in the market. The Board will continue to monitor the level of discount to NAV at which the shares trade, both in absolute terms and against the discounts of comparable companies. Accordingly, the Board is seeking to renew the shareholder authority to buy back up to 14.99% of the Company's Share capital at the forthcoming Annual General Meeting.

 

Gearing

As we confirmed last year in the Company's Half Yearly Report, the Company agreed a £15m revolving credit facility with Lloyds. The facility is available for the purposes of bridging capital contribution commitments in accordance with the Company's investment policy and will provide the Company with increased financial flexibility if required in the future.

 

Continuation Vote

At the Annual General Meeting on 25 September 2013 the resolution for the continuation of the Company was passed. The next continuation vote will be in September 2016.

 

Portfolio

The Board is pleased to note the positive NAV performance, and that performance has been uniformly distributed across a wide range of Limited Partner ("LP") vintages, ranging from 2007 to 2012. Thoma Bravo IX Fund has again been the Company's best performing investment over the year, its gains having been driven by both the strong exit market (with their Tripwire sale to Belden Inc) and uplifts from operational improvements that the general partner ("GP") was able to implement in portfolio companies.

 

The Board is particularly pleased to note the important contributions from more recent investments including Northzone VI (2010), Lion Capital III (2010), Apax 8 (2012) and the co-investment in Dell (2012).

 

I discussed Northzone VI's performance in the Half Yearly Report last year, that fund having then seen a material uplift in its underlying Russian classified advertising business, Avito. Post the publication of the Half Yearly Report, Avito saw a significant reduction in translated value in the year end valuation of Northzone VI owing to pronounced Russian Rouble weakness[1]. I am pleased to note following the publication of Northzone's Q1 2015 report that the recent strengthening of the Rouble has been reflected in a write back of Avito's Rouble losses. Avito appears to be continuing to grow, though we do not rule out further volatility in the valuation of this investment which remains Aberdeen Private Equity Fund's largest underlying holding on a look through basis.

 

The Manager has been active during the year, adding four new funds (CCMP Capital Investors III, The Resolute Fund III, FFL IV and Exponent III) and one co-investment (The Hillman Group, alongside CCMP III). The Manager also disposed of two non-core positions (DFJ Athena and PineBridge Latin America Partners II).

 

Outlook

Demand for private equity owned assets continues to be strong from public market investors, trade buyers and in many cases from private equity itself (via secondary transactions). In the absence of a major geopolitical or economic global shock, it is likely that good returns from private equity investment strategies will continue for the immediately foreseeable future. Nonetheless, with purchase multiples for new private equity buyouts having hit the highs of 2007[2] at 9.7x trailing earnings, it has become ever harder for managers to source and transact on compelling and differentiated investment plans. Looking further out, and arguably within the investment life of some of our more recent commitments, it is the Board and your Manager's view that we could see a return to more straitened times for private equity. Any constraint on the current relatively easy availability of debt for leveraged buyout deals, combined with these higher purchase costs could well act as a brake to the outsized returns we have seen more recently.

 

As I concluded in last year's Half Yearly Report, with much of the portfolio allocated to mid-market buyout many of the Company's underlying investments have a strong operational improvement potential, which can help deliver returns beyond simple financial engineering or earnings multiple increases. Further, private equity GPs are, on the whole, being more discerning in investing in companies with greater resilience of cash flows which should provide some support to the portfolio should we see any renewed global weakness.

 

Board of Directors/Apprenticeship

As indicated in last year's Annual Report, Jonathan Carr retired from the Board as Chairman and a Director at the conclusion of the AGM in September 2014. I would like to take this opportunity to reiterate the Board's thanks for his extensive contribution to the Company.

 

The Board is committed to improving the opportunities for people from a diverse range of backgrounds to understand and prepare for membership of corporate boards. During the period under review we agreed to appoint an apprentice from Board Apprentice Limited, which is a not-for-profit organisation dedicated to increasing diversity on boards by widening the pool of board-ready candidates. For a period of one year from 1 May 2015, we have appointed Katie Hutchins as a Board apprentice, and in that capacity Katie will attend all Board and Committee meetings as an observer for educational purposes and can take part in discussions if invited to do so by the Board. Katie receives no expenses or remuneration from the Company.

 

 

Howard Myles

Chairman

30 June 2015

STRATEGIC REPORT - MANAGER'S REVIEW

 

At the end of March 2015, 81.2% of the Company's portfolio was invested in 26 private equity funds and 3.9% in four co-investments alongside existing GPs.

 

Performance Commentary

The 26 private equity funds in the Company's portfolio invest across a wide range of sectors, geographies and market capitalisations, providing exposure in aggregate to 335 underlying companies[3].

 

In local currency terms, the portfolio generated a positive total return of 14.6%[4] for the period under review. This reflects strong performance from a wide range of our holdings. Key drivers for this have included maturing portfolios (and consequent valuation uplifts due to the effect of operational improvement and/or uplifts in comparative valuation multiples), positive sentiment in quoted equity markets and a supportive M&A environment.

 

Movement of the Company's investment portfolio from the opening value to the closing value in US Dollar terms[5]:

 

FMV 31 March 2014 $163.5m

New Investments +$31.5m

Distributions -$39.3m

Investment Performance +$28.9m

FX -$9.5m

FMV 31 March 2015 $175.1m

 

The portfolio's investment performance has been helped by a broad spread of investments, with more recent vintage funds contributing in similar measure to the Company's legacy investments. Thoma Bravo Fund IX, Lion Capital Fund III and Northzone VI, respectively 2008, 2010 and 2010 vintage investments, accounted for 45.0% of the total portfolio performance for the year. As per the previous financial year, the Company's investment in Thoma Bravo Fund IX proved to be our best performing investment.

 

As we remarked in the 2014 Half Yearly Report, we have seen encouraging results from the Company's co-investment portfolio, and our investment in Dell is now marked substantially above cost, and for the year under review, was our 8th best performing investment in Dollar terms.

 

Largest Performance by Fund[6]

Fund

Performance ($m)

Thoma Bravo Fund IX Fund LP

+4.5

Lion Capital Fund III LP

+4.5

Northzone VI LP

+4.0

Thomas H Lee Parallel Fund VI LP

+3.2

Silver Lake Partners III LP

+2.7

Rest of the portfolio

+10.0

_____

Total

+28.9

_____

 

Thoma Bravo Fund IX, a US growth and buyout fund, performed well due to on-going good performance in all bar one of their remaining portfolio companies. However it was the sale of Tripwire (a provider of automated compliance and security management solutions) to Belden Inc, for more than 5x its purchase cost, which has been the major contributor to this fund's performance. Thoma Bravo was able to drive rapid operational improvements which also contributed to the success of the Tripwire investment.

 

Lion Capital III, a consumer focused buyout fund saw valuation improvements over the period from its investments in French frozen food retailer Picard which has enjoyed continuing momentum in EBITDA. Picard has also been partially sold, and had a dividend recapitalisation. The manager also continues to see strong progress with fashion retailers AllSaints and John Varvatos. During the year Lion Capital III also executed a debt refinancing for its Alain Afflelou optical retailing business. Whilst Alain Afflelou continues to be impacted by the weakness in the French economy, it has seen a strong rebound in sales from its Spanish store base.

 

The valuation uplift seen in Thomas H Lee Parallel Fund VI was partly the result of an increase in the valuation of Acosta, a US supermarket sales and marketing agency, owing to its pending sale to the Carlyle Group, and an increase in the valuation of Comdata as a result of its pending merger with FleetCor Technologies. During the year the GP also sold a number of holdings including Nielsen Holdings and Moneygram International.

 

Silver Lake Partners III's performance is attributable to the significant uplift in the valuation of its holding in Alibaba which went public in the US in early September 2014 at a premium to held value (though performance post November last year of the quoted stock has been weak). Dell, in which the Company also has a direct co-investment, was also a strong contributor, with its valuation being marked up due to strong operating performance and market share gains. Dell's valuation has also been helped by competitors' valuation multiple uplifts. Electronic market maker, Virtu, also improved following a partial sale to Temasek in 2014.

 

The performance of Northzone VI has again been strong, though this masks some intra-year volatility in connection with Avito. As we reported in the Half Yearly Report for the six months ended 30 September 2014, this business (a Russian online classified advertising business) has seen exceptionally strong growth in page views and revenues, such that its investment performance took it to being the largest holding in this fund. The subsequent Russian Rouble crisis that developed in the latter part of 2014 significantly impacted the end-2014 valuation for Northzone VI; however, the recovery the Rouble experienced over Q1 2015 saw much of that earlier translational loss being recovered[7]. Other notable progress in this fund came from Trustpilot, a web based consumer review platform, which increased in value following a new financing round at a higher implied valuation.

 

Portfolio Activity

The Company was particularly active during the year making a number of new primary commitments and also secondary disposals into the private equity secondary market.

 

Commitments were made to CCMP Capital Investors III (July 2014, $15m), The Resolute Fund III (June 2014, $15m), FFL Parallel Fund IV (February 2015, $10m) and Exponent III (March 2015, £10m). These new commitments are discussed in the Calls for New Investment section below. We also made a $1.5m co-investment into The Hillman Group, a supplier of fasteners and fixings to the US home improvement industry, alongside CCMP Capital Investors III.

 

We sold the Company's investment in DFJ Athena L.P (a 2007 vintage investment) for $2.22m in September 2014 to a secondary purchaser, which was executed at a small uplift to held value. We had previously written DFJ Athena down by 80% in September 2013 following increased concern over the outlook for the underlying portfolio companies. DFJ Athena is a specialist South Korean technology venture capital fund. We also took the opportunity to dispose of PineBridge Latin America Partners II (a 2007 vintage investment) for $0.07m at a small discount to held value. The PineBridge fund was no longer a core holding having had a difficult start (a key man clause had been triggered some years ago) and a series of compromised underlying investments.

 

Calls for new investments

The Company paid calls of $31.5m over the year (2014: $19m)[8] funding 45 new underlying investments and a number of follow-on investments.

 

Five Largest Aggregate Fund Calls (excluding Co - investments)

US$m

CCMP Capital Investors III LP

6.4

Lion Capital Fund III LP

3.9

Resolute Fund III LP

3.6

Gores Capital Partners III LP

2.6

Exponent Private Equity Partners III LP

1.7

 

The Company committed to CCMP Capital Investors III in July 2014. CCMP is a US and London based private equity business focusing on predominantly US mid-market buyout transactions. The fund called $6.4m during the period to fund purchases of interests in The Hillman Group, Solvay Eco Services, a US based chemical manufacturer and the leader in sulphuric acid production; and, PQ Holdings, another specialty chemical manufacturer.

 

Lion Capital III called $3.9m over the period to fund new investments in Alex & Ani, Perricone MD, PittaRosso and follow on investments into ghd and John Varvatos. Alex & Ani is a niche US jewellery brand, Perricone MD is the eponymously named skin care business set up by Dr Nicholas Perricone, and PittaRosso is an Italian shoe retailer. John Varvatos is a now global men's designer clothing brand and ghd is a UK based hair products manufacturing business, well known for their high quality heated hair straightening tools.

 

The Company committed to The Resolute Fund III in June 2014. This fund is managed by The Jordan Company, who typically make investments in US mid-market businesses with enterprise values between $100m and $2bn. Calls totalling $3.6m were made over the period for their investments into Capstone Logistics, Transilwrap, RFJ Autos and American Freight of Ohio. Capstone Logistics is a leading US logistic consultancy business, Transilwrap is a US leader in the plastic film industry, RFJ autos is a company set up to buy (and build up into a larger concern) US automotive dealerships, and American Freight is an eastern-US discount furniture business.

 

Gores Capital Partners III called $2.6m over the period to fund new investments into Tweddle Group and Hovis. Tweddle is a provider of service and instruction manuals for cars to automotive OEMs[9]. Hovis is a carve-out from, and joint venture with, Premier Foods and encompasses core businesses in bread and milling (they are the third largest bread bakery in the UK). Gores also called capital for a part funding of two-bolt on acquisitions for the German automotive component manufacturer The Hay Group. The GP also had to call capital from their LPs to fund a loan guarantee made to Mexx, a retail fashion business, which was pushed into bankruptcy during the year.

 

The Company committed to Exponent III in March 2015. Exponent is a UK focussed upper mid-market buyout manager, investing in deals with an Enterprise Value of £75m to £300m. Exponent made their first investment shortly afterwards, a buyout of Big Bus Tours. Big Bus Tours are an industry leader in city bus tours and operate in a number of cities around the world.

 

Distributions

The Company received cash distributions[10] of $39.2m during the period under review (2014: $36.7m).

 

Five Largest Aggregate Fund Distributions (excluding sold investments)

US$m

Thomas H Lee Parallel Fund VI LP

6.5

Thoma Bravo IX Fund LP

5.2

Coller International Partners V LP

3.8

Tenaya Capital V LP

3.7

Silver Lake Partners III LP

2.7

 

Thomas H Lee Parallel Fund VI distributed most of the proceeds following its exit of Acosta, a US supermarket sales and marketing company and on-going sales of their now quoted holding in Neilson, the global information and measurement Company. The figure also includes payments from West Corporation, Umpqua, 1-800 CONTACTS, and share sales of Aramark and Neilson. The Company also received an in specie transfer of shares in GrubHub Inc, which were subsequently disposed of at a small loss relative to the price on the date at which they were transferred, though at a profit to the IPO price, the IPO having occurred whilst still in the Thomas H Lee Fund.

 

Thoma Bravo Fund IX's distributions came from the sale Tripwire Inc, an automated compliance and security management solutions business, to Belden Inc. Also included in the figure for the year was a dividend (and redemption of preference stock) from Flexera, a business that had been part disposed of previously to Ontario based teachers' Private Capital in 2011. The figure also includes escrow releases from the previous sales of fund investments including Entrust, Roadnet and Manatron.

 

The Coller International Partners V distribution comprised realisations from a variety of different underlying fund investments. It also included cash flow stemming from public market activity including the Polypipe IPO (formerly held in Coller's Cavendish Square Partners investment), SVG Capital's tender offer during the period and the realisation of remaining shares in Deutsche Annington. Coller also saw realisations from Zeitecs B.V and A-Power GmbH from within the Shell Technology Ventures Fund 1 portfolio and from Forbion (ABN Life Sciences) following the sales of shares in the underlying portfolio company, Bluebird Bio.

 

Tenaya Capital V sold their holding in VideoIQ for below cost and also distributed proceeds from their IPO sale of Qunar shares. Qunar is a leading Chinese travel search and booking website and this sale brought the fund's distributed to paid in ("DPI") ratio to 0.99, thus effectively taking the investment to the point where it has distributed back all of its original commitment.

 

The distributions from Silver Lake Partners III relate to the final sale of their holding in US listed company Groupon and part of their stake in Alibaba, which went public in the US in early September. It also includes distributions relating to the sale of Mercury Payment Systems (sold in June to Vantiv Inc, a US payment processing services provider) and the exit of Gerson Lehrman Group ("GLG"). Silver Lake were also able to benefit from an escrow release related to the August 2013 sale of SMART storage systems to SanDisk.

 

Market News and Private Equity Environment

A broad global economic recovery continued over the Company's financial year, with equity markets around the world having risen strongly and with several reaching record highs by the end of March[11]. However, this recovery continues to remain vulnerable owing to on-going deflationary risks and concerns around Greece, the Eurozone, geopolitical tensions and cooling growth across Asia, particularly in China.

 

The recovery has been strongest in the US where real GDP grew 2.4% in 2014, up from 2.2% in 2013, driven by a number of factors, such as the increase in consumer spending, improving business sentiment, stronger job creation and falling oil prices[12]. In October 2014, the US Federal Reserve ended its quantitative easing ("QE") program in a decision that was underpinned by the economy's continued recovery and a consensus view that (although frequently changing) US interest rates are likely to remain low for some time. The falling oil price, which was one of the major impacts on financial markets this year, and gains in employment should mean that consumer spending continues for the time being, helping the US not to succumb to a global trend of weaker growth. This resulted in the IMF revising its prediction for the country's growth from 3.1% to 3.6% for 2015.[13]

 

Whilst this is encouraging, particularly for a Company with a long standing bias to US investments, we recognise that risks to the US economy remain. Although there has been a small rally in the oil price post the year end, any further setbacks could have significant ramifications for oil related capital expenditure. A further area of concern is the US Dollar which remains strong and will undoubtedly hamper some exports, particularly for manufacturing, an area that has enjoyed a nascent recovery over the last few years, in many cases driven by the phenomena of 'onshoring'[14].

 

Europe's recovery has continued, though at a slower pace, with most recent GDP growth data (for Q4 2014) up 0.3% over the prior quarter, which turned out to be greater than expected[15]. However this has not been a broad based recovery and has been again led by Germany. The peripheral European countries have made limited advances as they contend with heavy debt burdens, structural headwinds and the knock-on effect of Russia's sanctions. The threat of deflation has showed no signs of retreating and we have now seen the European Central Bank become one of the last major central banks to devise a programme of QE. Europe will be dominated this year by on-going fears over a Greek exit from the Euro and noise from the preparations for a UK referendum on the UK's membership of the European Union, which needs to take place by 2017. The UK outlook remains strong and headline GDP is expected to continue with its positive progress. As such the UK remains the strongest of the large European economies[16] and with the May 2015 General Election returning a majority Conservative government, there are likely to be positive implications for business confidence and investment.

 

In Asia, recent news flow has been dominated by growth expectations for the Chinese economy, the country having grown in Q1 2015 by 7.0%, substantially down on growth rates shown in the recent past. Whilst the Chinese Government has described this slowing growth rate as the "new normal"[17], industrial overcapacity, rising debt levels and a property slump are likely to continue to inhibit exceptional levels of growth for some time. Whilst there are multiple growth and reform initiatives underway within the country, and the Chinese Communist Party have made it clear that state-owned enterprises will face increased pressure to raise their productivity, and more competition will be introduced in state-dominated sectors such as banking[18], there is no immediate panacea for the decline in Chinese growth rates.

 

Turning to the private equity environment, 2014 was a record year for realisations with a total of 1,719 private equity-backed exits globally. These were worth an aggregate value of US$443 billion, up 29% (by value) on 2013 and the highest value ever recorded[19]. North America accounted for the majority of these exits, closely followed by Europe and then Asia. As has been the trend historically, trade sales accounted for the majority of exits, representing approximately 50% of the total in 2014, followed by secondary sales at 30%. The window remained open for private equity backed IPOs in 2014 as evidenced by the 293 listings (17% of total private equity backed exits, broadly flat with 2013) and the high-profile, record breaking US listing of Alibaba in September (an underlying Company holding, via the investment in Silver Lake Partners III). One of the key questions for 2015 is whether this level of exit activity is sustainable in light of concerns regarding buyers' willingness to pay higher prices for companies and potential turbulence of global markets.

 

Alibaba's exit was a significant uplift event for the Company and we note that the Company's total look-through exposure to listed companies is approximately 17%[20], and this could rise further if there is a significant increase in IPO levels. However private equity remains a disciplined industry in exiting public investments once mandatory lock-ups are finished and our expectation is that it is the look-through composition of our public equity exposure that could change significantly as GPs move to fund raising mode (and thus need to demonstrate clear exits) and new IPOs take place. We set out the largest five underlying public equity positions below:

 

 

 

Company

 

 

Fund

 

 

Sector

APEF NAV weight

Alibaba Group

Silver Lake Partners III

Consumer / Tech

2.7%

EnTie Commerical Bank

Longreach Capital Partners 1

Financials

1.9%

Standard Pacific Homes

MatlinPatterson Global Opportunities Fund

Housebuilder

1.7%

New Relic

Tenaya Capital V

Tech - software

1.2%

Essent Group

PineBrook Capital Partners

Financials

1.1%

 

Fuelled by this strong exit activity, higher than usual cash distributions back to investors have aided fundraising efforts, with a total of US$495 billion[21] raised globally in 2014, up 15% from 2013, where a total of US$432 billion was raised[22]. The fundraising market has been extremely vibrant with many managers closing funds in record time, on the same core fee basis and above their indicated target size. However, the number of funds raised in 2014 fell by 17% from the prior year indicating that the average size of funds increased quite substantially. Many first time GPs have been unsuccessful in attracting LP commitments, raising only 7% of the total capital raised in 2014, an historic low. With the industry's capital overhang increasing by US$128 billion in 2014 to US$1.2 trillion, concerns exist over how this latest round of fundraisings might push up deal prices and impact returns.

 

Levels of deal activity have also been supportive to the overall market, with global buyout activity up 8% from 2013, and deal value increasing 13% over the same period, with activity driven by larger transactions. Deal pricing continued to trend upwards in 2014[23], due to increasing levels of competition for assets arising from a combination of the industry's high levels of dry powder, much of which is approaching the end of its investment period, and increased competition from strategic buyers who have become key competitors for private equity assets. Indeed, strong origination skills at GP firms will be of paramount importance for sourcing new deals. Going forward, it is likely that GPs will continue to face tough competition for acquisitions, and given the levels of debt available will also mean that they need to be disciplined and capable of walking away from certain transactions.

 

The coming financial year should be another busy one for private equity activity, especially in the US where economic recovery has been strongest and there is an active M&A market and large volumes of capital to be invested.

 

Portfolio Strategy and Outlook

As we comment above, Private Equity as an asset class has had a strong year, with good momentum seen in fundraising, exits and value accretion within portfolios. What has often been missing from the headlines is the work that is happening behind the scenes to build value, particularly in the area of operational intervention. Much of the uplift in valuation that we are seeing in portfolios is coming from these efforts, though we recognise that increases in comparable valuation multiples are also playing an important role in this value creation story.

 

Our due diligence on managers is heavily orientated towards those managers, particularly in the buyout space, that have significant operational enhancement capability. The three most recent US funds we have added to the portfolio - CCMP III, Resolute Fund III and FFL IV - all have that, as does Exponent a UK manager (our most recent commitment is Exponent III) whose approach is to identify and put in place an operating chairman at the very start of their involvement. We will continue to prioritise those types of managers, and also those who bring a very specific strength to their overall proposition.

 

We see it as vital to work with managers that have significant differentiation in their modus operandi - it is this ability to bring something slightly different to the table that will help protect (but never fully insulate) from the inevitable mean reversion that will happen to currently buoyant private equity returns. We don't know when the cycle will end or for how long strong returns will continue but believe it reasonable to assume that the chances of a recently raised primary fund encountering recessionary-like conditions within in its investment life are greater now than they were 12-18 months ago.

 

We do not see an immediate cessation to the steady rate of exits and returns over and above valuations at which businesses are being held at, or demand for private equity owned businesses from trade buyers which is fuelling exits. At some stage, however, the effect of increasing purchase price multiples could impact on exit multiples and compress eventual returns to investors in this asset class. Consequently our likely focus over the coming year will remain on trying to access managers, geographies and sectors where we perceive there is a greater ability to capture value opportunities. Europe remains attractive on that basis, though we do not rule out further allocations to the US. From a stage perspective we remain fully weighted in Venture and are unlikely to make a new commitment in this area without a meaningful alteration to our existing portfolio.

 

With regard to the secondary funds market we have seen significant firming in pricing this year. Our approach with regard to secondaries remains opportunistic, and if we see better opportunities being presented via primary funds and co-investment opportunities it is likely we will lean towards those areas. We are, however, mindful of the potential benefits to the portfolio of including secondaries, particularly in terms of bringing forward returns.

 

The Company's co-investment strategy remains on target and though the programme remains in its early days, initial performance and pace of deployment has been positive. We have now made four co-investments, investing alongside existing funds in the portfolio, across a range of industries and geographies. Dell has been marked up appreciably reflecting good progress on their transformation plan into an enterprise solutions business, and robust PC sales globally. Likewise Via Mechanics, has seen a strong valuation uplift based on financial performance and free cash flow generation. Alain Afflelou remains valued at cost, though is making sound progress in its business plan. The Hillman Group, a fixtures and fasteners distributor, was purchased during the year and is consequently still valued at cost.

 

Our objective remains to build a larger co-investment portfolio, allowing us to reduce some of the fee drag inherent in a 'fund of funds' strategy, and to increase our weighting to those names where we have a high degree of conviction.

 

In conclusion, we remain positive on our market and the opportunities that are presenting themselves. We expect the remainder of 2015 and into 2016 to be another active period for the portfolio.

 

 

Alexander Barr

Aberdeen SVG Private Equity Managers Limited

30 June 2015

STRATEGIC REPORT - RESULTS

 

As at 31 March 2015

 

Financial Highlights

31 March 2015

31 March 2014

% change

Total assetsA (US$'000)

205,785

199,174

+3.3

Total equity shareholders' funds (net assets) (US$'000)

205,785

199,174

+3.3

Share price (mid market) (pence)

88.13

78.25

+12.6

Net asset value per Share (pence)

127.41

109.73

+16.1

Discount to net asset value

30.8%

28.7%

Dividend and earnings

Return per ShareB (pence)

6.29

9.88

Dividend per Share (pence)

2.20

2.00

Ongoing chargesC

Excluding performance fee

1.79%

1.92%

Including performance fee

2.57%

1.92%

A Total Assets less current liabilities (before deducting prior charges)

B Measures the relevant earnings for the year divided by the weighted average number of shares in issue.

C Ongoing charges ratio calculated in accordance with guidance issued by the AIC as the total of the investment management fee and administrative expenses divided by the average cum income net asset value throughout the year.

 

 

Performance (total returnA)

1 year

3 year

5 year

% return

% return

% return

Share price

+15.5%

+71.3%

+76.4%

Net asset value

+18.2%

+27.3%

+50.4%

Source: Aberdeen Asset Management & Morningstar

ATotal return represents capital return plus dividends reinvested.

 

 

Dividends

Rate

Ex dividend date

Record date

Payment date

Dividend 2015

2.20p

20 August 2015

21 August 2015

18 September 2015

Dividend 2014

2.00p

20 August 2014

22 August 2014

19 September 2014

 

 

Investment Portfolio - Schedule of Investments

As at 31 March 2015

Total

Investment

Investments

Commitments

called/costC

Fair Value

% of

Private Equity PortfolioA

US$'000B

US$'000

US$'000

NAV

Apax 8 (A8-A (feeder)) L.P.

€ 10,000

3,824

4,749

2.3

CCMP Capital Investors III L.P.

15,000

5,903

6,137

3.0

Coller International Partners V L.P.

15,000

-

5,247

2.5

CVC Capital Partners Asia Pacific IV L.P.

10,000

818

796

0.3

Exponent Private Equity Partners III, LP

£10,000

1,536

1,595

0.8

FFL Parallel Fund IV LP

10,000

1,195

1,181

0.6

Goldman Sachs Capital Partners VI L.P.

15,000

5,719

5,160

2.5

Gores Capital Partners III L.P.

10,000

6,276

7,916

3.8

HIG Bayside Debt & LBO Fund II L.P.

15,000

7,079

9,190

4.5

Lion Capital Fund III L.P.

€ 10,000

8,848

12,821

6.2

Longreach Capital Partners Ireland 1, L.P.

7,425

8,385

5,202

2.5

Longreach Capital Partners 2 - USD, L.P.

7,500

4,057

5,427

2.6

MatlinPatterson Global Opportunities Partners III L.P.

10,000

7,388

6,990

3.4

Northzone Ventures VI L.P.

€ 10,000

6,363

14,757

7.2

Oaktree OCM Opportunities Fund VIIb L.P.

15,000

-

2,229

1.1

Pangaea Two Parallel L.P.

5,000

1,827

1,924

0.9

Pine Brook Capital Partners L.P.

10,000

6,289

7,373

3.6

Resolute Fund III L.P.

15,000

2,098

2,400

1.2

Resonant Music I L.P.

5,453

4,183

4,174

2.0

Rho Ventures VI L.P.

10,000

9,384

8,628

4.2

Silver Lake Partners III L.P.

15,000

7,312

11,838

5.8

StepStone International Investors III L.P. (formerly Greenpark International Investors III L.P.)

€ 14,600

8,020

6,474

3.1

Tenaya Capital V L.P.

12,500

7,739

9,812

4.8

Tenaya Capital VI L.P.

5,000

3,391

3,950

1.9

Thoma Bravo Fund IX L.P.

10,000

2,864

9,200

4.5

Thomas H Lee Parallel Fund VI L.P.

15,000

5,887

11,895

5.8

Co-investmentsD

5,224

5,224

______

8,060

______

3.9

____

131,609

______

175,125

______

85.1

____

Fixed-term deposits

Standard Chartered

7,012

3.4

Aberdeen Liquidity Funds

Euro Fund Income

2,042

1.0

Sterling Fund Income

474

0.3

US Dollar Fund Income

22,472

______

10.9

____

24,988

______

12.2

____

Cash

649

______

0.3

____

Cash and cash equivalentsE

32,649

15.9

Other assets less liabilities

(1,989)

______

(1.0)

____

Net current assets

30,660

______

14.9

____

Net assets

205,785

______

100.0

____

A Includes direct investments and co-investments.

B All commitments are in US$ unless otherwise stated.

C Investments called/cost represents commitments drawn down less net distributions.

D Co-investment made in four co-investment vehicles.

E Represents sum of fixed term deposits and Aberdeen liquidity funds and cash.

 

Private Equity Portfolio

As at 31 March 2015

 

 

Strategy

 

Geography

 

Fund Size

Vintage Year

NAV Weighting

Apax 8 (A8-A (feeder)) L.P.

Buyout

Global

€5.8 billion

2012

2.3%

Apax Partners is a large global private equity partnership investing in growth companies across four key sectors: Consumer, Healthcare, Services and Technology and Telecommunications. The firm has a strong operational intervention capability and actively uses this resource to help improve operational efficiencies in their portfolio companies. This fund is currently in its investment period.

CCMP Capital Investors III L.P.

Buyout

US

US$3.6 billion

2013

3.0%

CCMP is a US (and London) based private equity business focusing on predominantly US mid-market buyout transactions. They invest across four sectors: Consumer / Retail, Industrial, Healthcare and Energy. The fund is currently in its investment period and has made its first investments.

Coller International Partners V L.P.

Secondaries

Global

US$4.8 billion

2006

2.5%

Coller Capital is a leading global investor in the private equity secondary market where they seek to make investments in both Limited Partnership interests and portfolios of private companies. Coller have also bought listed private equity funds at deep discounts to Net Asset Value. This fund was originally selected for the portfolio to provide the Company with vintage year diversification and a degree of j-curve mitigation. The fund has completed its investment period but continues to make follow on investments.

CVC Capital Partners Asia Pacific IV L.P.

Buyout

Asia

US$3.2 billion

2013

0.3%

CVC Asia is one of the more established private equity partnerships in the Asia-Pacific region. Founded in 1999, CVC Asia has now raised four funds. This, their fourth fund, will invest in 15-20 control or significant minority positions across the Asian region, equally split between South East Asia, China, Japan, Korea, and other regional markets. The fund is currently in its investment period and has made its first investments.

Exponent Private Equity Partners III L.P.

Buyout & Growth

UK

US$1 billion

2015

0.8%

Exponent is a London based GP, focusing on UK upper mid-market deals with an EV of £75m to £300m. Most of its transactions will involve buying UK domiciled businesses, though such is the EV range, many of these businesses could have significant overseas elements to manufacturing and/or sales. The fund has now made its first investment and is at the start of its investment period.

FFL Parallel Fund IV L.P.

Buyout

US

US$1.5 billion

2014

0.6%

FFL was established in 1997 to undertake buyout and growth investments in US-middle market companies incorporating top down macro analysis and industry themes within their four core sectors: Business Services, Consumer, Financial Services and Healthcare. The fund is at the start of its investment period and, at the time of writing, has made three investments.

Goldman Sachs Capital Partners VI L.P.

Buyout

Global

US$20.3 billion

2006

2.5%

Goldman Sachs Capital Partners make private equity investments globally across all market capitalisations. This fund did not focus on any particular sector and invested in buy-outs, minority stakes, listed and unlisted companies and across a variety of industries. It also allocated a proportion of the portfolio to stressed and distressed opportunities. The fund has completed its investment period and remains in distribution mode.

Gores Capital Partners III L.P.

Buyout

Global

£2.0 billion

2009

3.8%

Gores is a Los Angeles based global private equity business which invests in both mature and growing businesses. Its approach combines experienced M&A transaction capability with a strong operational angle. It aims to improve the operating performance of its portfolio companies, many of which are mature or have encountered growth problems. It typically sells its investments to strategic buyers once the businesses have regained a sound footing. This fund is currently in its investment period and still actively investing.

HIG Bayside Debt & LBO Fund II L.P.

Distressed

US

US$3.0 billion

2008

4.5%

HIG Capital is a global private equity firm with a number of distinct businesses, including Bayside Capital which invests across several segments of the primary and secondary debt capital markets. Bayside focuses upon three types of transactions: 1) Debt-for-control investments in companies' debt obligations with the intention to take control; 2) LBOs of underperforming, stressed or distressed companies; and 3) Non-control distressed debt opportunistic investments. The fund's investment period finished in May 2014 and we now expect it to move to divestment mode.

Lion Capital Fund III L.P.

Buyout

Europe & US

€1.5 billion

2010

6.2%

Lion Capital is a buyout manager focused on the consumer sector, with a historical bias to Europe although it has also invested in the US. We committed to Lion in order to provide greater exposure to an eventual European consumer recovery, and at a time of competitive European transaction valuations. The fund has invested at a good pace, and whilst the fund is still in its investment period it has already been able to refinance and exit some of its underlying businesses.

Longreach Capital Partners Ireland 1, L.P.

Buyout

Japan, North Asia

US$750 million

2012

2.5%

Longreach is based in Hong Kong and invests in Northern Asia with a particular focus on Japan. Its core strategy is to buy non-core businesses from Japanese conglomerates before selling them subsequently as operationally improved businesses. It also looks at investment opportunities elsewhere in the region and not necessarily with Japan connections. The fund is now past its investment period, in an approved formal extension period and is actively seeking to divest its remaining holdings.

Longreach Capital Partners 2, L.P.

Buyout

Japan, North Asia

US$220 million

2012

2.6%

Longreach is based in Hong Kong and invests in Northern Asia with a particular focus on Japan. Its core strategy is to buy non-core businesses from Japanese conglomerates before selling them subsequently as operationally improved businesses. It also looks at investment opportunities elsewhere in the region and not necessarily with Japan connections. The fund is currently in its investment period and has made its first investments.

MatlinPatterson Global Opportunities Partners III L.P.

Distressed

Global

US$5.0 billion

2007

3.4%

MatlinPatterson is a "distressed for control" manager investing on a global basis. The fund invested in companies in distressed situations with the aim of controlling the financial and operational restructuring of the company, and also took minority positions in stressed and distressed situations. The fund has completed its investment period although it is still calling capital for follow on investments.

Northzone Ventures VI L.P.

Venture capital

Nordics

€130.0 million

2010

7.2%

Northzone primarily invests in technology companies either in the Nordic region or with strong Nordic components that have global potential. The management team looks for opportunities arising from major market transformation. It particularly focuses on consumer focused internet services, new delivery platforms and network infrastructure. The fund is still in its investment period, although it will only call capital to fund follow-on investments.

Oaktree OCM Opportunities Fund VIIb L.P.

Distressed debt

Global

US$10.9 billion

2007

1.1%

Oaktree is a distressed debt manager and focuses on acquiring debt securities at discounted prices during stressed and distressed cycles. The manager is capable of taking control and driving the financial and operational restructuring if it does not feel that it is getting the right value from a transaction. The fund has now completed its investment period and is in active divestment mode.

Pangaea Two Parallel L.P.

Growth

Global

US$910 million

2011

0.9%

The manager of this fund is Cartesian Capital, which was founded in 2006 by Peter Yu and the former senior management team from AIG Capital Partners. The firm is a global, opportunistic growth capital investor, with a focus on emerging markets. The investment strategy is based on long-term continuities, driving economic change via technology, politics or demographics. This fund is still in its investment period.

Pine Brook Capital Partners L.P.

Growth

Global

US$1.15 billion

2007

3.6%

Pine Brook is a growth equity manager focusing on mid-to-large-cap growth equity investments in the Energy and Financial Services sectors. The fund's strategy was to invest ahead of current industry practices and trends and to then take advantage of under-served markets. It is a differentiated model in as much as it is willing to invest in start-up entities albeit with established management teams. The fund has now completed its investment period and is in active divestment mode; however, it will still make selective follow-on equity injections to underlying businesses.

Resolute Fund III L.P.

Specialist

US

US$3.2 billion

2013

1.2%

Resolute Fund III is managed by The Jordan Company, a US mid-market private equity business. Its investment focus covers a wide array of industries including Industrial Products and Services, Energy, Chemical, Healthcare and Financial Services. It aims to invest in companies with an enterprise value of between $100m and $2bn and help drive growth via operational improvements. The Company committed to this Fund in 2014 and as such it is within its investment period.

Resonant Music I L.P.

Specialist

US & UK

US$13.3 million

2008

2.0%

Resonant was established by Cutting Edge Music Holdings, a diversified music investment and services business based in London and Los Angeles. The fund was conceived by Cutting Edge to exploit an anomaly in the music-for-film and TV industry, acquiring copyright to original scores for the music in feature films and TV. Active commercial exploitation is providing a longer term income stream from the underlying royalties. The fund has now completed its investment period.

Rho Ventures VI L.P.

Venture capital

US

US$510 million

2008

4.2%

Rho Ventures takes minority positions in start-up entities, principally in the Technology and Life Sciences sectors. The manager takes a top-down view as to which sectors have the most favourable conditions and has taken a pragmatic approach to changing investment focus. The fund has now completed its investment period and, although it is still making follow on investments, will divest where appropriate.

Silver Lake Partners III L.P.

Buyout & Growth

Global

US$9.4 billion

2007

5.8%

Silver Lake is a prominent large cap technology investor. The firm invests globally in established, cash-flow generative businesses which are leaders in their respective industries. Silver Lake acts as a partner to management teams, investing with experienced participants to take advantage of opportunities in technology and technology-enabled industries. The fund has now completed its investment period but can still call for capital to fund follow on investments.

StepStone International Investors III LP (formerly Greenpark International Investors III L.P.)

Secondaries

Europe

€732.3 million

2006

3.1%

StepStone is a global private markets firm which took over the management of this fund from Greenpark Capital in 2013. Greenpark's focus had been on purchasing limited partnership interests in private equity funds on the secondary market with a focus on Europe. The holding in this fund was originally acquired by the Company to provide vintage diversification and some j-curve mitigation. The fund has now completed its investment period, but continues to make follow on investments (as capital calls are made from underlying funds).

Tenaya Capital V L.P.

Venture capital

US

US$365 million

2007

4.8%

The manager co-invests in the mid to late stage rounds of venture financing of revenue positive, privately held technology companies alongside many of the top-tier venture capital firms in the US. Its aim is to diversify across the technology spectrum, and to actively manage those companies in which it is invested. The fund has now completed its investment period.

Tenaya Capital VI L.P.

Venture capital

US

US$200 million

2012

1.9%

The manager co-invests in the mid to late stage rounds of venture financing of revenue positive, privately held technology companies alongside many of the top-tier venture capital firms in the US. Its aim is to diversify across the technology spectrum, and to actively manage those companies in which it is invested. This fund is currently in its investment period.

Thoma Bravo Fund IX L.P.

Buyout & Growth

US

US$823 million

2008

4.5%

Thoma Bravo is a long-established US equity private equity business with a focus on investing in Software, Services and other Consolidating Industries. It does this by identifying talented management teams operating in a niche industry segment upon which additional acquisitions can be added, in combination with organic growth. The fund has completed its investment period and in divestment mode.

Thomas H Lee Parallel Fund VI L.P.

Buyout

US

US$8.2 billion

2006

5.8%

Thomas H Lee is a long-established US private equity business with a focus on investing in Business & Financial Services; Consumer & Healthcare; and Media & Information services. It uses its wide network to source deals and deploy management teams to operate the businesses. Thomas H Lee only takes deals where the valuations are attractive and where it believes it will be possible to grow revenues by at least high single digit percentages. The fund has now completed its investment period and whilst it still calls for capital to fund follow on investments, it is in divestment mode.

 

 

Principles of Valuation

Investments in private equity funds and co-investments may not have a readily available market and are therefore valued based on the fair value of each private equity fund or co-investment as reported by the respective general partner as per the capital account summary statement, which includes estimates made by those general partners. The Board and Manager believe that this value, in most cases, represents fair value as of the relevant statement date, although, if other factors lead the Board or Manager to conclude that the fair value attributed by the general partner does not match their estimate of actual fair value, the Board and Manager will adjust the value of the investment from the general partner's estimate. The Board and Manager estimate fair value using publicly available information and the most recent financial information provided by the general partners, as adjusted for cash flows since the date of the most recent financial information. 95% of the portfolio has been valued using 31 March 2015 valuations, 3% has been valued using an estimate of value at 31 March 2015 and 2% has been valued using valuations based upon 31 December 2014. For further information please refer to note 11 of the financial statements.

 

 

 

 

TOP TEN HOLDINGS

As at 31 March 2015

 

Fair

Book

Market

NAV

Cost

Value

Weighting

Holding

Strategy

US$m

US$m

%

Northzone Ventures VI L.P.

Venture capital

6.4

14.8

7.2

Lion Capital Fund III L.P.

Buyout

8.8

12.8

6.2

Thomas H Lee Parallel Fund VI L.P.

Buyout

5.9

11.9

5.8

Silver Lake Partners III L.P.

Buyout & Growth

7.3

11.8

5.8

Tenaya Capital V L.P.

Venture capital

7.7

9.8

4.8

Thoma Bravo Fund IX L.P.

Buyout & Growth

2.9

9.2

4.5

HIG Bayside Debt & LBO Fund II L.P.

Distressed

7.1

9.2

4.5

Rho Ventures VI L.P.

Venture capital

9.4

8.6

4.2

Co-investments

Growth equity

5.2

8.1

3.9

Gores Capital Partners III L.P.

Buyout

6.3

7.9

3.8

_____

_____

_____

Top 10 Holdings

67.0

104.1

50.7

_____

_____

_____

 

As at 31 March 2014

 

Fair

Book

Market

NAV

Cost

Value

Weighting

Holding

Strategy

US$m

US$m

%

Northzone Ventures VI L.P.

Venture capital

7.3

15.2

7.6

Thomas H Lee Parallel Fund VI L.P.

Buyout

8.9

14.3

7.2

Tenaya Capital V L.P.

Venture capital

7.7

12.7

6.4

Silver Lake Partners III L.P.

Buyout & Growth

8.0

10.9

5.5

Thoma Bravo Fund IX L.P.

Growth & Buyout

4.0

9.9

5.0

Lion Capital Fund III L.P.

Buyout

6.1

9.4

4.7

StepStone International Investors III LP (formerly Greenpark International Investors III L.P.)

Secondaries

9.2

8.9

4.5

Rho Ventures VI L.P.

Venture capital

9.1

8.8

4.4

Pine Brook Capital Partners L.P.

Growth

5.7

8.6

4.3

Coller International Partners V L.P.

Secondaries

2.1

7.8

3.9

_____

_____

_____

Top 10 Holdings

68.1

106.5

53.5

_____

_____

_____

 

Extracts from the Directors' Report

 

The Directors present their report and the audited financial statements for the year ended 31 March 2015.

 

Status

The Company is a Guernsey authorised closed-ended investment company listed on the London Stock Exchange. The Company was incorporated on 5 January 2007 in Guernsey, Channel Islands with registered number 46192. Trading in the Company's Shares commenced on 9 July 2007.

 

The Company is a member of the Association of Investment Companies ("AIC").

 

The Company intends to manage its affairs so as to be a qualifying investment for inclusion in the stocks and shares component of an Individual Savings Account ('ISA') and it is the Directors' intention that the Company should continue to be a qualifying investment.

 

The Company currently conducts its affairs so that its securities can be recommended by IFAs to ordinary retail investors in accordance with the Financial Conduct Authority's rules in relation to non-mainstream investment products and intends to continue to do so for the foreseeable future. The Company's securities are excluded from the Financial Conduct Authority's restrictions which apply to non-mainstream pooled investments (NMPIs) because the Company would qualify as an investment trust if the Company were incorporated in the UK.

 

Strategic Report

A review of the Company's activities is given in the Strategic Report which encompasses the Chairman's Statement and the Manager's Review. This includes a review of the business of the Company and its principal activities, the likely future developments of the business and the major risks associated with the Company. The Key Performance Indicators for the Company including NAV performance and Share price performance are detailed under Strategic Report - Results below.

 

Results and Dividend

Details of the Company's results are shown under Strategic Report - Results. The Company's policy is to distribute approximately 10% of the received distributions net of recallable distributions each year subject to a minimum of at least 1p per Share per annum. For the year ended 31 March 2015 the Directors are recommending the payment of a dividend of 2.2p per Share which, subject to shareholder approval at the AGM on 15 September 2015, will be payable on 18 September 2015 to shareholders on the register on 21 August 2015.

 

Share Capital

As at 31 March 2015 there were 109,131,199 Shares in issue. During the year no Shares were issued or purchased in the market for cancellation.

 

Directors

The current Directors are Messrs H Myles, D Copperwaite, P Hebson and D Staples. Mr Staples will retire by rotation at the Annual General Meeting and, being eligible, will offer himself for re-election. At the Annual General Meeting held on 16 September 2014 Mr Jonathan Carr retired from the Board and did not seek reappointment and Mr Myles was appointed as Chairman of the Board.

 

The Directors submit themselves for re-election every three years. The Board considers that there is a balance of skills and experience within the Board relevant to the leadership and direction of the Company and that all Directors contribute effectively.

 

Annual General Meeting

The Company's Annual General Meeting is convened for 10.30 a.m. on 15 September 2015 at the offices of Ipes (Guernsey) Limited, 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey, GY1 2HL.

 

Corporate Governance

The Statement of Corporate Governance forms part of this Directors' Report and covers the Company's compliance with the UK Corporate Governance Code and is shown in the Annual Report.

 

Going Concern

The Company's Directors believe that the Company has adequate resources to continue in operational existence for the foreseeable future. Note 19 to the financial statements includes the Company's objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and its exposure to credit risk and liquidity risk. The Directors have undertaken a rigorous review of the Company's ability to continue as a going concern including reviewing the level of the Company's assets and significant areas of financial risk including the level of liquidity, the estimated draw down of commitments and timing of realisations from the portfolio.

 

Management Agreement

The Company entered into an investment management agreement dated 19 November 2009 pursuant to which the Manager agreed to provide discretionary investment management services to the Company (the "Agreement").

 

With effect from June 2013 the Company has been managed by Aberdeen SVG Private Equity Managers Limited ("ASVG"). As of 30 June 2015 ASVG became a wholly owned subsidiary of Aberdeen Asset Management plc ("AAM"), the company having formerly been a Joint Venture 49.9% owned by SVG Capital plc (''SVGC''), a London listed Investment Trust, and 50.1% owned by AAM.

 

The management agreement for Aberdeen Private Equity Fund Limited will be novated back to Aberdeen Asset Managers Limited during the remainder of the Company's current financial year.

 

Under the Agreement (as amended and to be novated), the Manager is paid by the Company a monthly fee equal to:

 

one twelfth of 1.5% of the Net Asset Value ("NAV") of the Company before deduction of any performance fee but after deducting liabilities (excluding from such liabilities the amount of any long-term structured bank debt approved by the Board) and deducting cash at bank, short-term deposits and the value of holdings in money market funds; plus

one twelfth of 0.75% of the value of all cash at bank, short-term deposits and holdings in money market funds (together the "Fee")

 

The Fee is calculated and accrued as at the last business day of each month and is paid monthly in arrears.

 

There is a performance fee element to the management agreement and further details of this are outlined below.

 

The Agreement will continue in force until the Company is wound-up unless and until terminated earlier by either party giving to the other not less than 12 months' written notice. In certain circumstances the Agreement may be terminated forthwith by notice in writing by a party to the other party, including where key persons depart from the Manager or the Manager is no longer authorised to carry on investment business in the United Kingdom.

 

The Agreement contains indemnities from the Company in favour of the Manager and its associates which are restricted to exclude matters arising by reason of the negligence, wilful default, fraud or breach of the Agreement of or by the Manager or any of its associates. Furthermore, neither the Manager nor any of its associates will be liable to the Company for any loss suffered by the Company in connection with the Agreement, unless the Company has suffered such loss due to the negligence, wilful default, fraud or breach of the Agreement of or by the Manager or any of its associates.

 

Performance Fee

Under the Management Agreement in force during the year there was also a 10% performance fee payable subject to the achievement of an 8% return on the audited NAV adjusted for Share buybacks and dividend payments to shareholders, with a high water mark. Performance fees (i) are only payable in respect of the audited year end NAV as adjusted; (ii) performance fee payments are not crystallised upon the purchase by the Company of its own shares, in the market, for cancellation; and, (iii) audited NAVs used in performance fee calculations are adjusted to add back the value of any dividends that have been paid during the period to shareholders. The aggregate fees payable by the Company to the Manager pursuant to the Agreement in respect of the financial year ended 31 March 2014 were capped at 4.99 per cent. of the audited, unadjusted Net Asset Value of the Company as at 31 March in the immediately preceding calendar year (as reported in the relevant annual financial statements of the Company).

 

Amendments to Performance Fee

Applicable for the year ending 31 March 2016, the performance fee element of the management fee has been amended and will incorporate a three year 8% per annum compound return hurdle rate. In order to earn a performance fee all of the following criteria must be met in a performance fee year:

 

The NAV must have risen by more than 8% in the performance fee year

The NAV must exceed the high watermark (at which a fee was last paid)

The NAV must have risen by more than 8% pa compound over the previous three performance fee years

 

The performance fee itself will now be calculated at 10% of the NAV gain above the hurdle rate, rather than at 10% of the entire NAV gain. Furthermore the total fees payable to the Manager in any performance period will be capped at 3% (previously 4.99%).

 

This new Performance Fee takes effect for the year ending 31 March 2016. For the year ended 31 March 2015 the performance fee has been calculated at the rate of 10% of the NAV gain above the current 8% hurdle rate, rather than 10% of the entire NAV gain from when a performance fee was last paid which had been applicable in previous years.

 

The Directors review the terms of the Agreement on a regular basis and have confirmed that, owing to the investment skills, experience and commitment of the Manager, in their opinion the continuing appointment of Aberdeen SVG, on the terms agreed, is in the interests of shareholders as a whole.

 

By order of the Board

 

David Staples

Director

 

Registered Office:

1 Royal Plaza, Royal Avenue

St Peter Port, Guernsey

GY1 2HL

 

30 June 2015

STATEMENT OF DIRECTORS' RESPONSIBILITIES

 

The Directors are responsible for preparing financial statements for each financial year which give a true and fair view in accordance with applicable Guernsey law and International Financial Reporting Standards, of the state of affairs of the Company and of the profit or loss of the Company for that year. In preparing the financial statements, the Directors are required to:

 

select suitable accounting policies and apply them consistently;

make judgements and estimates that are reasonable and prudent;

state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business; and

assess whether the Annual Report and financial statements, taken as a whole, is 'fair, balanced and understandable'.

 

The Directors confirm to the best of their knowledge that:

 

they have complied with the above requirements in preparing the financial statements;

there is no relevant audit information of which the Company's auditors are unaware.

 

In accordance with Disclosure and Transparency Rule 4.1.12:

 

The Directors confirm to the best of their knowledge that:

 

the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and

the Directors' Report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that they face.

 

The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with The Companies (Guernsey) Law, 2008. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Each Director confirms that, so far as he is aware, there is no relevant audit information of which the Company's auditors are unaware, and he has taken all the steps that he ought to have taken as a Director in order to make himself aware of any relevant audit information and to establish that the Company's auditors are aware of that information. Additionally, all important events since the year end are properly disclosed in the financial statements.

 

The maintenance and integrity of the Company's website is the responsibility of the Directors; the work carried out by the auditors does not involve consideration of the maintenance and integrity of this website and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the website. Legislation in Guernsey governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

 

For Aberdeen Private Equity Fund Limited

 

 

 

David Staples

Director

30 June 2015

 

 

STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 March 2015

 

Year ended

Year ended

31 March 2015

31 March 2014

Notes

US$'000

US$'000

Gains on investments

12

16,783

22,020

Income

4

52

71

Currency (losses)/gains

(1,009)

207

Investment management fee

5

(2,685)

(2,669)

Performance fee

5

(1,568)

-

Other operating expenses

6

(1,372)

(1,256)

Tax incurred on distribution income

7

(46)

(441)

_____

_____

Profit attributable to equity shareholders

10,155

17,932

_____

_____

Earnings per share (pence)

9

6.29

9.88

_____

_____

The Company does not have any income or expense that is not included in profit for the year, and therefore the "Profit attributable to equity shareholders" is also the "Total comprehensive income for the year", as defined in IAS 1 (revised).

All of the profit and total comprehensive income is attributable to the equity holders of the Company.

All items in the above statement derive from continuing operations.

The accompanying notes are an integral part of the financial statements.

 

BALANCE SHEET

 

As at 31 March 2015

 

As at

As at

31 March 2015

31 March 2014

Notes

US$'000

US$'000

Non-current assets

Financial assets held at fair value through profit or loss

10

175,125

163,509

Current assets

Cash and cash equivalents

32,649

35,969

Tax receivable

7

35

113

Trade and other receivables

13

29

29

______

______

32,713

36,111

______

______

Creditors: amounts falling due within one year

Trade and other payables

14

(2,053)

(446)

______

______

Net current assets

30,660

35,665

______

______

Net assets

205,785

199,174

______

______

Share capital and reserves

Share capital

15

-

-

Share premium

15

229,199

229,199

Revenue reserves

16

(23,414)

(30,025)

______

______

Equity shareholders' funds

205,785

199,174

______

______

Net asset value per share (sterling pence)

17

127.41

109.73

______

______

The accompanying notes are an integral part of the financial statements.

 

 

STATEMENT OF CHANGES IN EQUITY

 

For the year ended 31 March 2015

Share capital &

Revenue

Share premium

reserves

Total

US$'000

US$'000

US$'000

Balance at 31 March 2014

229,199

(30,025)

199,174

Dividend paid

-

(3,544)

(3,544)

Profit attributable to equity shareholders

-

10,155

10,155

_______

_______

_______

Balance at 31 March 2015

229,199

(23,414)

205,785

_______

_______

_______

For the year ended 31 March 2014

Share capital &

Revenue

Share premium

reserves

Total

US$'000

US$'000

US$'000

Balance at 31 March 2013

229,199

(44,576)

184,623

Dividend paid

-

(3,381)

(3,381)

Profit attributable to equity shareholders

-

17,932

17,932

_______

_______

_______

Balance at 31 March 2014

229,199

(30,025)

199,174

_______

_______

_______

The accompanying notes are an integral part of the financial statements.

 

STATEMENT OF CASH FLOWS

 

Year ended

Year ended

31 March 2015

31 March 2014

US$'000

US$'000

Cash flows from operating activities

Profit for the year

10,155

17,932

Net interest income from cash and cash equivalents

(52)

(71)

Gains on investments

(16,783)

(22,020)

Increase/(decrease) in trade and other payables

1,607

(1,599)

Decrease in trade and other receivables

78

170

______

______

Net cash outflow from operating activities

(4,995)

(5,588)

Cash flows from investing activities

Net interest income from cash and cash equivalents

52

71

Distribution income from investments

4,932

3,271

Realised gains on investee distributions

13,415

11,374

Capital calls in relation to investee expenses

(3,069)

(2,509)

Purchases of investments including calls

(31,520)

(22,085)

Sales of investments and returns of capital

21,409

25,162

______

______

Net cash inflow from investing activities

5,219

15,284

Cash flows from financing activities

Equity dividends paid

(3,544)

(3,381)

______

______

Net cash outflow from financing activities

(3,544)

(3,381)

______

______

Net change in cash and cash equivalents for the year

(3,320)

6,315

______

______

Cash and cash equivalents at beginning of the year

35,969

29,654

______

______

Cash and cash equivalents at the end of the year

32,649

35,969

______

______

 

NOTES TO THE FINANCIAL STATEMENTS:

 

For the year ended 31 March 2015

 

1.

General information

Aberdeen Private Equity Fund Limited (the "Company") was incorporated with limited liability and registered in Guernsey on 5 January 2007. The Company's shares were listed on 9 July 2007 whereupon the Company became a closed-ended investment company, domiciled in Guernsey. The Company is authorised by the Guernsey Financial Services Commission.

 

 

2.

Accounting policies

The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the Company's financial statements;

(a)

Basis of preparation

The financial statements are prepared on a going concern basis under the historical cost convention, as modified by the revaluation of financial assets and financial liabilities at fair value through profit or loss.

The Directors had, at the time of approving the financial statements, a reasonable expectation that the Company had adequate resources to continue in operational existence for the foreseeable future. Thus they have continued to adopt the going concern basis of accounting in preparing the financial statements. Further detail is included in the Annual Report.

The financial statements are prepared in accordance with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB"), and interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC").

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates which requires management to exercise its judgement in the process of applying the accounting policies. Actual results may differ from these estimates. It is in the area of valuation in investments where management are required to exercise judgement in the adoption of critical estimates and judgements which can impact the carrying values of investments.

IFRS 10 Consolidated Financial Statements

IFRS 10 introduces a single control model to determine whether an investee company should be consolidated. The new control model focuses on the concept of power, variability of returns and linkage between the two.

There is no impact on the classification of any of the Company's investees held during the year and as a consequence the Company continues to measure investees at fair value.

IFRS 12 Disclosures of Interests in Other Entities

IFRS 12 does not affect the amounts recognised in the financial statements, but requires new disclosures about judgements made by the Board to determine whether control exists and to require summarised information on the Company's investees.

Assessment of investees as structured entities

The Company has assessed whether the investees in which it invests should be classified as structured entities. The Company has considered the voting rights and other similar rights afforded to investors in these investees, including the rights to remove the general partner or liquidate the investee. The Company has concluded that these rights or the contractual agreement with the general partner is the dominant factor in controlling the investee.

Unconsolidated structured entities

The Company invests in investment funds which meet the definition of unconsolidated structured entities in accordance with IFRS - Disclosure of Interests in Other Entities. The investment funds are closed-ended private equity limited partnerships or investment companies which invest in underlying companies for the purposes of capital appreciation. These entities are generally financed through committed capital from limited partners or shareholders, with cash being drawn down for financing investment activity.

As at 31 March 2015, the Company's maximum exposure to loss attributable to these entities comprises the current carrying value of the assets, along with the uncalled committed capital relating to those investments, as summarised below:

31 March 2015

31 March 2014

US$'000

US$'000

Financial assets held at fair value through profit or loss

175,125

163,509

Uncalled commitments

92,422

71,589

______

______

Maximum loss exposure

267,547

235,098

______

______

At the date of authorisation of these financial statements, the following Standards and Interpretations were in issue but not yet effective;

IFRS 9 - Financial Instruments (revised, early adoption permitted) (effective for annual periods beginning on or after 1 January 2018).

IFRS 10 and IAS 28 - Sale or Contribution of Assets between an Investor and its Associate or Joint Venture

IFRS 15 - Revenue from Contracts with Customers

IAS 1 - Disclosure Initiative

IAS 16 and IAS 38 - Clarification of Acceptable Methods of Depreciation and Amortisation

IAS 27 - Equity Method in Separate Financial Statements

The Directors do not anticipate that the adoption of these Standards and Interpretations in future periods will materially impact the Company's financial results in the period of initial application although there will be revised presentations to the Financial Statements and additional disclosures. The Company intends to adopt the Standards in the reporting period when they become effective.

(b)

Financial assets

i)

Classification

A financial asset or financial liability at fair value through profit or loss is a financial asset or liability that is classified as held-for-trading or designated at fair value through profit or loss on inception.

Financial assets that are not held at fair value through profit or loss include certain balances due from brokers and accounts receivable. Financial liabilities that are not at fair value through profit or loss include certain balances due to brokers and accounts payable.

ii)

Recognition

The Company recognises financial assets and financial liabilities on the date it becomes party to the contractual provisions of the investment. Purchases and sales of financial assets and financial liabilities are recognised using trade date accounting. From trade date, any gains and losses arising from changes in fair value of the financial assets or financial liabilities are recorded in the Statement of Comprehensive Income.

iii)

Fair value measurement principles

Financial assets and liabilities are initially recorded at their transaction price and then measured at fair value subsequent to initial recognition. Gains and losses arising from changes in the fair value of the 'financial assets or financial liabilities at fair value through profit or loss' category are presented in the Statement of Comprehensive Income for the period in which they arise.

Financial assets classified as receivables are carried at cost less any impairment losses. Financial liabilities, other than those at fair value through profit or loss, are measured at amortised cost using the effective interest rate method.

IFRS 13 'Fair Value Measurement' aims to improve consistency and reduce complexity by providing a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRSs. The requirements do not extend the use of fair value accounting but provide guidance on how it should be applied where its use is already required or permitted by other standards within IFRS.

iv)

Investees

The Company's investments in investees (that is, limited partnerships, co-investments and companies in the investment portfolio) are subject to the terms and conditions of the respective investee's offering documentation. The investments in the investees are valued based on the reported Net Asset Value ("NAV") of such assets as determined by the administrator or general partner of the investee and adjusted by the Directors in consultation with the Manager to take account of concerns such as liquidity so as to ensure that investments held at fair value through profit or loss are carried at fair value. The reported NAV is net of applicable fees and expenses including carried interest amounts of the investees and the underlying investments held by each investee are accounted for, as defined in the respective investee's offering documentation. While the underlying fund managers may utilise various model-based approaches to value their investment portfolios, on which the Company's valuations are based, no such models are used directly in the preparation of fair values of the investments. The NAV of investees reported by the administrators may subsequently be adjusted when such results are subject to audit and audit adjustments may be material to the Company.

v)

Cash and cash equivalents

Cash and cash equivalents consist principally of cash on hand, demand deposits and short-term, highly liquid investments with original maturities of three months or less.

vi)

Listed securities

Listed investments are designated upon initial recognition as at fair value through profit or loss. Investments are recognised on the trade date at cost. Listed investments are derecognised when the right to receive cash flows from the investments has expired or the Company has transferred substantially all risks and rewards of ownership. Subsequent to initial recognition, investments are valued at fair value which for listed investments is deemed to be last trade market prices. If an asset or a liability measured at fair value has a bid price and an ask price, the standard requires valuation to be based on a price within the bid-ask spread that is most representative of fair value and allows the use of mid-market pricing or other pricing conventions that are used by market participants as a practical expedient for fair value measurement within a bid-ask spread. On adoption of the standard, the Company elected to use last traded price for valuing listed assets, where this falls between the bid-ask spread. Gains and losses arising from changes in fair value are presented in the Statement of Comprehensive Income for the period in which they arise.

(c)

Interest income and dividend/distribution income

Interest income on cash and cash equivalents is accrued using the effective interest method. Dividend income and income from investees is recognised in gains on investments when the right to receive payment is established. Dividend income and income from investees is recognised gross of tax deducted at source, which is recognised as an operating expense.

(d)

Realised and unrealised gains and losses

Realised gains and losses arising on the disposal of investments are calculated by reference to the proceeds received on disposal and the average cost attributable to those investments, and are recognised in the Statement of Comprehensive Income. Unrealised gains and losses on investments held at fair value through profit or loss are also recognised in the Statement of Comprehensive Income.

(e)

Foreign currency

i)

Functional and presentation currency

The investments which the Company makes are primarily denominated in US Dollars. The Board of Directors considers US Dollars as the currency that most faithfully represents the economic effects of the underlying transactions, events and conditions. The financial statements are presented in US Dollars, which is the Company's functional and presentation currency.

ii)

Transactions and balances

Foreign currency transactions are translated into the functional and presentation currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies other than US Dollars are recognised in the Statement of Comprehensive Income.

(f)

Expenses

All expenses recognised in the Statement of Comprehensive Income are on an accruals basis.

(g)

Share issue expenses

Expenses which are directly incurred only on the issue of shares are written off against the share premium account.

(h)

Statement of Cash Flows

For the purpose of the Statement of Cash Flows, the Company considers balances due to and from banks as cash and cash equivalents.

(i)

Dividends payable

Dividends which are proposed as final dividends for shareholder approval are recognised upon shareholder approval being granted. Interim dividends which are declared by the Board and do not require shareholder approval are recognised upon their declaration.

(j)

Distributions in-specie

Distributions in-specie have been designated upon initial recognition as at fair value through profit or loss. Thereafter the assets are valued at fair value and in line with the relevant accounting policy.

(k)

Other receivables and payables

Other receivables do not carry any interest and are short-term in nature, and are, accordingly, stated at their amortised cost. Other payables are non-interest bearing and are stated at their amortised cost.

 

 

3.

Segment information

The Company engaged in a single segment of business during the year: Investment in the Private Equity Funds portfolio. A reconciliation of movements in value during the year can be found in notes 10 and 12 where additional analysis has been provided for the benefit of shareholders. Whilst the Company details holdings of investments in Private Equity Funds (including direct and co-investments) and Quoted Equities, these are considered a single business segment and are not monitored or reported on separately to management. The holdings in Quoted Equities were acquired as part of an in-specie distribution from one of the underlying Private Equity investments and were not deemed to be a separate activity or investment strategy of the Company prior to the disposal of the final remaining holding during the year.

The Company is domiciled in Guernsey. All of the Company's income from investments is from underlying investments that are incorporated in countries other than Guernsey.

The Company has a highly diversified portfolio of investments and no single investment accounts for more than 20% of the Company's gross assets at the date of investment.

 

 

2015

2014

4.

Income

US'000

US'000

Net interest income from cash and cash equivalents

52

71

______

______

 

 

2015

2014

5.

Management fees

US'000

US'000

Investment management fee

2,685

2,669

______

______

During the year Aberdeen SVG Private Equity Managers Limited provided management services to the Company.

Under the terms of the management agreement the basis of the monthly fee to be paid to the Manager is equal to one-twelfth of 1.5% of the NAV of the Company (before deduction of any performance fee) and one-twelfth of 0.75% of cash and cash equivalents. The fee is calculated and accrued as at the last business day of each month and is paid monthly in arrears. At 31 March 2015 US$239,000 was outstanding (31 March 2014 - US$226,000).

At the time of the launch of the Company the previous manager entered into agreements to share part of its management fee with certain shareholders that had subscribed to the original offer. These arrangements are continuing to the extent that original shareholders have remained continuously interested in the Company's shares.

2015

2014

US$'000

US$'000

Performance fee

1,568

_____

-

_____

In addition, the Manager is entitled to a performance fee subject to certain conditions.

For the year ended 31 March 2015, the basis on which the performance fee has been calculated is consistent with the basis applied in prior years, with the exception of one adjustment, which is that the fee has been calculated as 10% of the excess of the audited NAV above the 8% hurdle NAV, instead of 10% of the total increase in the audited NAV at which the last performance fee was paid. The 8% hurdle NAV continued to be calculated based on the last audited NAV. In order for a performance fee to be paid the following two criteria - having adjusted for any buybacks or issues of shares and dividends paid in the period - must be met (i) the Manager must achieve returns in excess of 8% in the performance period over the last audited NAV; and (ii) the audited NAV must exceed the audited NAV at the end of the performance period in respect of which a performance fee was last paid.

For the year ended 31 March 2015, the hurdle NAV is 120.67p based on the last audited NAV adjusted for dividends paid during the performance period. As at 31 March 2015 an accrual has been made in respect of a performance fee being payable of US$1,568,000 (31 March 2014 - nil).

The basis of payment of a performance fee for the year ended 31 March 2015 is; (i) performance fee is only payable in respect of the audited year end NAV as adjusted; (ii) a performance fee payment is not crystallised upon the purchase by the Company of its own shares, in the market, for cancellation; and (iii) audited NAVs used in performance fee calculations will be adjusted to add back the value of any dividends that have been paid during the period to shareholders. The payment calculation is performed in Sterling currency terms and presented in US Dollars at the exchange rate ruling at the Balance Sheet date.

It was also agreed that the aggregate fees payable by the Company to the Manager pursuant to this Agreement in respect of each financial year would be capped at 4.99% of the audited, unadjusted Net Asset Value of the Company as at 31 March in the immediately preceding calendar year (as reported in the relevant annual financial statements of the Company); this cap has now been decreased as described in the Chairman's Statement and is applicable for the year ending 31 March 2016 onwards. The amount of aggregate fees payable for the year ended 31 March 2015 is below the 4.99% cap applicable for this performance period.

From the financial year commencing 1 April 2015 a new performance fee basis has been agreed with the Investment Manager as described in the Chairman's Statement.

 

 

2015

2014

6.

Operating expenses

US'000

US'000

Administration feesA

192

167

Auditors' fees:

- audit

80

65

- for review of the interim report

26

21

- for taxation servicesB

61

33

Bank charges

5

5

Brokerage fees

56

54

Custody fees

18

-

Depositary fees

31

-

Directors' fees

237

237

Directors' and officers' insurance

24

23

Legal and professional feesC

197

14

Loan facility fees

269

341

Printing and communicationD

91

165

Travel expenses

11

13

Listing fee

9

9

Registrar's fees

31

29

Regulatory fees

7

20

Subscription fees

19

54

Other expenses

8

_____

6

_____

1,372

_____

1,256

_____

A The Administrator is paid by the Company a fee of £105,000 per annum plus disbursements. The contract notice period is 90 days. At 31 March 2015 £28,000 was outstanding (31 March 2014 - £28,000).

B Taxation services include tax planning and advice in respect of determining the Company's reporting obligations in the US as a result of taxes being incurred on distributions. These services have been approved by the Audit Committee and appropriate safeguards have been put in place to ensure the auditors' independence is not impacted. The auditors are PwC CI LLP and the Audit Committee notes that PwC CI LLP is a separate network firm from PwC US.

C Included within the total are costs of US$100,000 attributable to the renewal of the loan facility and costs of US$62,000 related to taxation services provided by EY.

D Included in the total are costs attributable to the Company's agreement with Aberdeen Asset Managers Limited ('AAM') for the provision of promotional activities in relation to the Company's participation in the Aberdeen Investment Trust Share Plan and ISA. The total fees paid and payable under the agreement were £40,000 (2014 - £91,000) and the sum due to AAM at the year end was £6,000 (2014 - £23,000).

 

 

7.

Taxation

The Company is subject to federal and state tax on effectively connected income ("ECI") received from certain of its underlying portfolio holdings in the US. Such taxes are deducted by the investee from income before being paid to the Company. Upon filing the Company's annual tax return with US authorities the Company will be able to assess whether any ECI tax paid on its behalf may be recoverable. The amount identified as recoverable at 31 March 2015 was US$35,000 (31 March 2014 - US$113,000). In certain circumstances, the Company is also in a position to receive recoverable withholding taxes on distribution income from underlying holdings. During the year ended 31 March 2015, the Company incurred state taxes of US$21,000 and withholding tax expenses of US$301,000 and received withholding tax refunds of US$241,000, therefore amounting to a net tax gain/loss for the year of US$46,000. The Company is domiciled and registered for taxation purposes in Guernsey where it pays an annual exempt status fee (which is currently £1,200) under The Income Tax (Exempt Bodies) (Guernsey) Ordinances 1989 (as amended). Consequently, the Company does not pay income or corporation taxes there and, other than in the US as noted above, does not currently suffer such taxes anywhere else.

 

 

2015

2014

8.

Dividends

US$'000

US$'000

Proposed dividend for 2015 - 2.20p (2014 - 2.00p)

3,553

_____

3,630

_____

The proposed dividend for 2015 has not been included as a liability in these financial statements as it is subject to shareholders' approval at the Annual General Meeting which is scheduled for 15 September 2015 (2014 - $nil).

 

 

9.

Earnings per share

The basic earnings per share is calculated by dividing the returns attributable to shareholders by the weighted average number of shares in that class in issue during the year. There were no potentially dilutive shares in issue at 31 March 2015 (31 March 2014 - nil).

 

 

2015

2014

10.

Financial assets at fair value through profit or loss

US'000

US'000

Cost at beginning of year

129,221

131,736

Additions

31,520

22,085

Disposals

(21,409)

(25,162)

Realised (losses)/gains on investments

(7,723)

______

562

______

Cost at end of year

131,609

129,221

Unrealised gains on investments

43,516

______

34,288

______

Fair value at end of year

175,125

______

163,509

______

The financial assets held at fair value through profit or loss are analysed below. As at 31 March 2015 there was one operating segment, being Private Equity Funds (including direct and co-investments).

Private Equity

Quoted Equities

Funds

Total

31 March 2015

US$'000

US$'000

US$'000

Cost at beginning of year

391

128,830

129,221

Additions

414

31,106

31,520

Disposals

(851)

(20,558)

(21,409)

Realised gains/(losses) on investments

46

______

(7,769)

______

(7,723)

______

Cost at end of year

-

131,609

131,609

Unrealised gains on investments

-

______

43,516

______

43,516

______

Fair value at end of year

-

______

175,125

______

175,125

______

Private Equity

Quoted Equities

Funds

Total

31 March 2014

US$'000

US$'000

US$'000

Cost at beginning of year

-

131,736

131,736

Additions

3,094

18,991

22,085

Disposals

(3,265)

(21,897)

(25,162)

Realised gains on investments

562

_____

-

_____

562

_____

Cost at end of year

391

128,830

129,221

Unrealised gains on investments

137

_____

34,151

_____

34,288

_____

Fair value at end of year

528

_____

162,981

_____

163,509

_____

 

 

11.

Fair value hierarchy

IFRS 7 'Financial Instruments: Disclosures' requires an entity to classify fair value measurements using a fair value hierarchy that reflects the subjectivity of the inputs used in making measurements.

Fair value estimation

The Company has adopted IFRS 13 'Fair Value Measurement'. The fair value of financial assets and liabilities traded in active markets is based on quoted market prices at the close of trading on the period end. If a significant movement in fair value occurs immediately subsequent to the close of trading on the period end date, valuation techniques will be applied to determine the fair value. An active market is a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis.

Investments in private equity funds, including co-investments, may not have a readily available market and are therefore valued based on the fair value of each private equity fund as reported by the respective general partner as per the capital account summary statement, normally updated and received on a calendar quarterly basis, which includes estimates made by those general partners. The Board and Manager believe that this value, in most cases, represents fair value as of the relevant statement date, although, if other factors lead the Board or Manager to conclude that the fair value attributed by the general partner does not match their estimate of actual fair value, the Board and Manager will adjust the value of the investment from the general partner's estimate. The Board and Manager estimate fair value using publicly available information and the most recent financial information provided by the general partners, as adjusted for cash flows since the date of the most recent financial information. As the key input into the model is official valuation statements, we do not consider it appropriate to put forward a sensitivity analysis on the basis insufficient benefit is likely to be derived by the end user. 95% by value of the portfolio has been valued using 31 March 2015 quarter-end valuations, 3% has been valued using an estimate of value at 31 March 2015 and 2% has been valued using valuations based on the 31 December 2014 quarter-end, updated to include cash flows in the quarter to 31 March 2015.

The Company has classified 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:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: inputs other than quoted prices included within Level 1 that are observable for the assets or liability, either directly (ie as prices) or indirectly (ie derived from prices); and

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement of the instrument in its entirety. For this purpose, the significance of an input is assessed against the fair value measurement in its entirety. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a level 3 measurement. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgement, considering factors specific to the financial asset or liability.

The determination of what constitutes "observable" requires significant judgement by the Directors in consultation with the Investment Manager. The Directors consider observable data to be that market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.

The following tables summarise by level within the fair value hierarchy the Company's financial assets and liabilities at fair value as follows:

Level 1

Level 2

Level 3

Total

31 March 2015

US'000

US'000

US'000

US'000

Financial assets at fair value through profit and loss

-

_____

-

_____

175,125

_____

175,125

_____

Level 1

Level 2

Level 3

Total

31 March 2014

US'000

US'000

US'000

US'000

Financial assets at fair value through profit and loss

528

_____

-

_____

162,981

_____

163,509

_____

A reconciliation of fair value measurements in Level 3 is set out in the following table (Private Equity Funds includes co-investments):

Private Equity

Funds

Year ended 31 March 2015

US'000

Opening balance

162,981

Purchases

31,106

Sales

(20,558)

Total gains or losses on investments included in Statement of Comprehensive Income:

- on assets sold

(7,769)

- on assets held at the year end

9,365

______

175,125

______

Private Equity

Funds

Year ended 31 March 2014

US'000

Opening balance

156,702

Purchases

18,991

Sales

(21,897)

Total gains or losses on investments included in Statement of Comprehensive Income:

- on assets sold

-

- on assets held at the year end

9,185

______

162,981

______

 

12.

Net changes in fair value of financial assets at fair value through profit or loss

The net realised and unrealised investment gain or loss from financial assets at fair value through profit or loss shown in the Statement of Comprehensive Income is analysed as follows:

2015

2014

US$'000

US$'000

Unrealised gains on investments

9,228

9,322

Capital calls in relation to investee expensesA

(3,069)

(2,509)

Realised (losses)/gains on disposal of investments

(7,723)

562

Realised gains on investee distributions

13,415

11,374

Distribution income from investments

4,932

_____

3,271

_____

16,783

_____

22,020

_____

ACapital call expenses relate to management fees and other expenses paid to investees.

 

 

2015

2014

13.

Trade and other receivables

US'000

US'000

Prepayments

25

25

Accrued interest

4

_____

4

_____

29

_____

29

_____

The fair value of trade and other receivables approximates carrying value due to the short-term nature of these instruments.

 

 

2015

2014

14.

Trade and other payables

US'000

US'000

Management fees

239

226

Performance fee

1,568

-

Other expenses

246

_____

220

_____

2,053

_____

446

_____

The fair value of trade payables approximates carrying value due to the short-term maturity of these instruments.

 

 

2015

2014

15.

Share capital and share premium

US'000

US'000

Share capital

Management shares

Authorised: 10,000 shares of £1.00 each

2 Management shares of £1.00 each

-

_____

-

_____

-

_____

-

_____

 

2015

2014

US'000

US'000

Ordinary shares

Authorised: unlimited number of shares of no par value

Share capital and share premium issued and fully paid

Opening balance of 109,131,199 (2014 - 109,131,199) Sterling shares

229,199

229,199

Nil (2014 - nil) Sterling shares repurchased/issued during the year

-

______

-

______

Closing balance of 109,131,199 Sterling shares

229,199

______

229,199

______

The authorised share capital of the Company on incorporation was £10,000 divided into 10,000 shares of £1.00 each. On 31 May 2007 a special resolution was passed by the Company to increase the share capital to an unlimited number of participating shares of no par value ("shares"), which upon issue, the Directors were able to designate as Sterling shares, US Dollar shares or otherwise as determined by the Directors at the time of issue, and 10,000 Management shares of £1.00 each.

The shares were issued on 4 July 2007 as a result of the Company announcing the placing and offer for subscription of its shares on 6 June 2007. Shareholders' rights attaching to the Sterling shares are detailed within the "Glossary of Terms and Definitions" in the Annual Report.

Following approval by shareholders of the Share Conversion Proposal on 3 June 2010, all the US Dollar shares were converted into new Sterling shares on 2 July 2010, on the basis of 0.5810 new Sterling shares for every US Dollar share held.

The Company's Sterling shares give shareholders the entitlement to all of the capital growth in the Company's assets and to all the income from the Company that is resolved to be distributed. The Sterling shares are in registered form and traded on the London Stock Exchange's Main Market. Subject to the Articles of Incorporation, on a show of hands every registered holder of Shares (a shareholder) who is present in person (or, being a corporation, by representative) shall have one vote. On a poll every shareholder present in person (or, being a corporation, by representative) or by proxy shall be entitled to one vote in respect of each Share held by him. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the Shares. On a winding up of the Company, following payment to the holders of Management Shares of any sums up to the nominal amount paid up thereon, the assets of the Shares available for distribution among the holders of Shares shall be distributed amongst the holders pro rata to the number of such Participating Shares held by each shareholder and no holder of Shares shall have any claim against the Company or any remaining assets of the Company in respect of any shortfall.

 

 

2015

2014

16.

Revenue reserves

US'000

US'000

Opening revenue reserves

(30,025)

(44,576)

Profit attributable to equity shareholders

10,155

17,932

Dividend paid

(3,544)

______

(3,381)

______

Closing revenue reserves

(23,414)

______

(30,025)

______

Revenue reserves attributable to shareholders

(23,414)

______

(30,025)

______

 

 

17.

Net asset value

The net asset value of each share is determined by dividing the net assets of the Company attributable to the shares of £139,044,000 (US$205,785,000); (2014 - £119,753,000 (US$199,174,000)) by 109,131,199 (2014 - 109,131,199), being the number of shares in issue at the year end.

 

 

18.

Commitments

The table below summarises commitments to the underlying investments of the Company at 31 March 2015

Total

Outstanding

Currency

Commitments

Currency

Commitments

'000

US$'000

'000

US$'000

Apax 8 (A8-A (feeder)) L.P.

€ 10,000

10,819

€ 6,768

7,322

CCMP Capital Investors III L.P.

15,000

8,699

Coller International Partners V L.P.

15,000

3,270

CVC Capital Partners V-A L.P.

10,000

8,983

Exponent Private Equity Partners III, LP

£10,000

14,800

£8,862

13,117

FFL Parallel Fund IV LP

10,000

8,687

Goldman Sachs Capital Partners VI L.P.

15,000

3,535

Gores Capital Partners III L.P.

10,000

1,902

HIG Bayside Debt & LBO Fund II L.P.

15,000

3,375

Lion Capital Fund III L.P.

€ 10,000

10,819

€ 2,145

2,320

Longreach Capital Partners Ireland 1, L.P

7,425

280

Longreach Capital Partners 2 - USD, L.P.

7,500

2,854

MatlinPatterson Global Opportunities Partners III L.P.

10,000

683

Northzone Ventures VI L.P.

€ 10,000

10,819

€ 1,624

1,757

Oaktree OCM Opportunities Fund VIIb L.P.

15,000

1,500

Pangaea Two Parallel L.P.

5,000

2,871

Pine Brook Capital Partners L.P.

10,000

1,546

Resolute Fund III L.P.

15,000

12,632

Resonant Music I L.P.

5,453

-

Rho Ventures VI L.P.

10,000

125

Silver Lake Partners III L.P.

15,000

2,369

StepStone International Investors III LP(formerly Greenpark International Investors III L.P.)

€ 14,600

15,795

€ 560

606

Tenaya Capital V L.P.

12,500

1,241

Tenaya Capital VI L.P.

5,000

1,324

Thoma Bravo Fund IX L.P.

10,000

-

Thomas H Lee Parallel Fund VI L.P.

15,000

1,421

Co-investments

5,224

______

3

______

As at 31 March 2015

301,154

______

92,422

______

 

 

 

19.

Financial risk management

The Company maintains positions in a variety of investees as determined by its investment management strategy.

The investees' own investing activities expose the Company to various types of risks that are associated with the financial investments and markets in which they invest. The significant types of financial risks, to which the Company is exposed are market risk, credit risk and liquidity risk.

Asset allocation is determined by the Company's Manager which manages the allocation of assets to achieve the investment objectives as detailed in the Strategic Report. Achievement of the investment objectives involves taking risks. The Manager exercises judgement based on analysis, research and risk management techniques when making investment decisions. Adherence to target asset allocations and the composition of the portfolio is monitored by the Board.

The significant types of risk that the Company is exposed to are detailed below:

a)

Capital management risk

- the Company may not be able to continue as a going concern, and

- the balance between equity capital and debt may become inappropriate resulting in an adverse impact on shareholders returns.

The capital of the Company is represented by the net assets attributable to the holders of the Company's shares.

It is the Board's policy to monitor and review the broad structure of the Company's capital on an ongoing basis. This review includes the nature and planned level of gearing, which takes account of the Manager's views on the market and the extent to which any return of capital may be made to equity shareholders via dividends or share repurchases. The Board normally seeks to limit gearing to 25% of the net assets. Capital transactions undertaken during the year are disclosed in the Chairman's Statement.

b)

Market risk

The potential for adverse changes in the fair value of the Company's investment portfolio is referred to as market risk. Commonly used categories of market risk include currency risk, interest rate risk and other price risk.

- Currency risk may result from exposure to changes in spot prices, forward prices and volatilities of currency exchange rates.

- Interest rate risk may result from exposures to changes in the level, slope and curvature of the various yield curves, the volatility of interest rates, and credit spreads.

- Other price risk is the risk that the value of an instrument will fluctuate as a result of changes in market prices other than those arising from currency risk or interest rate risk.

i) Market risk management

The Company's unlisted equity securities are susceptible to market price risk arising from uncertainties about future values of the investment securities. The Manager provides the Company with investment recommendations that are consistent with the Company's objectives.

The valuation method of these investments is described within the accounting policies. The nature of some of the Company's investments, which are unquoted investments in private equity funds and co-investments, means that the investments are valued by the Manager on behalf of the Company after due consideration of the most recent available information from the underlying investments as adjusted where relevant by the Directors. While the underlying fund managers may utilise various model-based approaches to value their investment portfolios, on which the Company's valuations are based, no such models are used directly in the preparation of fair values of the investments.

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The investments of the Company are subject to normal market fluctuations and the risks inherent with investment in financial markets. The maximum risk resulting from financial instruments held by the Company is determined by the fair value of the financial instruments. The Manager moderates this risk through careful selection of funds managed by experienced fund managers, which meet the investment objectives outlined in the Strategic Report; the Company's market risk is managed through diversification of the investment portfolio. Through a variety of analytical techniques, the Manager monitors, on a daily basis, the Company's overall market positions, as well as its exposure to market risk.

ii) Currency risk

The Company has assets and liabilities denominated in currencies other than US Dollars, its functional currency. The Company is therefore exposed to currency risk, as the value of the assets and liabilities denominated in other currencies fluctuates due to changes in exchange rates. During the twelve months to 31 March 2015, the value of Sterling decreased by 11.01% (2014 - increased 10.04%) against the US Dollar, resulting in a decrease of US$158,000 in the US$ NAV. At 31 March 2015, an opposite movement of a similar scale in the value of Sterling against the US Dollar would, with all other variables held constant, increase the NAV of the Company by approximately US$158,000 (2014 - US$212,000).

During the twelve months to 31 March 2015, the value of the Euro decreased by 20.13% (2014 - increased 7.61%) against the US Dollar, resulting in a decrease of US$8,255,000 in US$ NAV. At 31 March 2015, an opposite movement of a similar scale in the value of the Euro against the US Dollar would, with all other variables held constant, increase the NAV of the Company by approximately US$8,255,000 (2014 - US$2,139,000).

The table below summarises the Company's exposure in US Dollars to currency risks at the year end:

As at 31 March 2015

US'000

£'000

€'000

Total

Assets/(liabilities)

Financial assets at fair value through profit or loss

133,865

1,595

39,665

175,125

Cash and fixed deposits

29,856

534

2,259

32,649

Other assets and liabilities

(1,989)

______

-

______

-

______

(1,989)

______

Total at 31 March 2015

161,732

______

2,129

______

41,924

______

205,785

_____

As at 31 March 2014

US'000

£'000

€'000

Total

Assets/(liabilities)

Financial assets at fair value through profit or loss

125,178

528

37,803

163,509

Cash and fixed deposits

32,149

2,977

843

35,969

Other assets and liabilities

(304)

______

-

______

-

______

(304)

______

Total at 31 March 2014

157,023

______

3,505

______

38,646

______

199,174

______

iii) Interest rate risk

The Company is exposed to interest rate risk. The Company invests primarily in private equity funds and private equity like funds that are non interest bearing investments, mainly subject to market risk. Interest receivable on bank deposits or payable on loan positions will be affected by fluctuations in interest rates. Changes to prevailing interest rates or changes in expectations of future rates may result in an increase or decrease in the value of the securities held. In general, if interest rates rise, the value of fixed income securities will decline. A decline in interest rates will, in general, have the opposite effect.

Although the majority of the Company's financial assets and liabilities are non interest bearing, cash and cash equivalents represent 15% of the Company's NAV (31 March 2014 - 18%). As a result, the Company is subject to some risk due to fluctuations in the prevailing levels of market interest rates. Any excess cash and cash equivalents are invested at short-term market interest rates.

As at 31 March 2015 the Company's interest bearing assets and liabilities, all of which receive or pay interest at a variable rate, were as follows:

2015

2014

US'000

US'000

Cash and cash equivalents

32,649

______

35,969

______

Based on the cash and cash equivalents held at 31 March 2015, a movement of 1% in market interest rates would impact the Company's annual income by approximately US$326,000 per annum (2014 - US$360,000 per annum).

 

 

iv) Other price risk

Other price risk is the risk that the value of the investees' financial investments will fluctuate as a result of changes in market prices, other than those changes arising from currency risk or interest rate risk whether caused by factors specific to an individual investment, its issuer or any factor affecting financial investments traded in the market.

As the Company's investments are carried at fair value with fair value changes recognised in the Statement of Comprehensive Income, all changes in market conditions will directly affect the overall NAV.

The investments are valued based on the latest available unaudited price of such shares or interests as determined by the administrator or general partner of each investee. Furthermore, valuations received from the administrators or general partners of the investees may be estimates and such values are generally used to calculate the net asset value of the Company. Such estimates provided by the administrators or general partner of the investees may be subject to subsequent revisions which may not be restated for the purpose of the Company's final month-end NAV.

Currency, interest rate and other price risk are managed by the Company's Manager as part of the integrated market risk management processes.

c)

Credit risk

The Company takes on exposure to credit risk, which is the risk that a counterparty will be unable to pay amounts in full when due. The Manager has adopted procedures to reduce credit risk related to the Company's dealings with counterparties. Before transacting with any counterparty, the Manager or its affiliates evaluate both creditworthiness and reputation by conducting a credit analysis of the party, its business and its reputation. The credit risk of approved counterparties is then monitored on an ongoing basis, including periodic reviews of financial statements and interim financial reports as needed. Impairment provisions are provided for losses, if any, that have been incurred by the Balance Sheet date.

At 31 March 2015 and 31 March 2014, the following financial assets were exposed to counterparty credit risk: cash and cash equivalents and other receivables. The carrying amounts of financial assets best represent the maximum credit risk exposure at the year end date.

The Company places cash deposits with counterparties whose credit ratings are all investment graded. Ratings for fixed deposits, as rated primarily by Moody's that subject the Company to credit risk at 31 March 2015 and 31 March 2014 are noted below:

2015

2014

Credit ratings for short-term notes

Rating

% of NAV

Rating

% of NAV

Standard Chartered

A1

3.4

A1

3.5

Barclays Bank

A2

0.3

A2

1.2

The Company has also placed funds within Aberdeen Liquidity Funds which are rated by S&P at 31 March 2015 and 31 March 2014 as noted below:

2015

2014

Credit ratings for short-term funds

Rating

% of NAV

Rating

% of NAV

Sterling Fund Income

A-1

0.2

A-1

1.4

Euro Fund Income

A-1

1.0

A-1

0.3

US Dollar Fund Income

A-1

10.9

A-1

11.6

d)

Liquidity risk

The Company's financial instruments include investments in unlisted securities, which are not traded in an organised public market and may generally be illiquid. Although this illiquidity is considered as part of the investment valuations, should the Company be required to dispose of such investments in a short time-frame, an action that is not consistent with the Company's investment objective, the Company may have difficulty liquidating quickly its investments in these instruments at an amount close to fair value in order to respond to its liquidity requirements or to specific events.

The financial liabilities of the Company comprise accrued expenses and creditors. The Company will generally retain sufficient cash and cash equivalent balances to satisfy accrued expenses and creditors as they fall due.

The Company's outstanding commitments are detailed in note 18. When an over-commitment approach is followed, the aggregate amount of capital committed by the Company to investments at any given time may exceed the aggregate amount of cash that the Company has available for immediate investment, so there is a risk that the Company might not be able to meet capital calls when they fall due. To manage this risk, the Company holds an appropriate amount of its assets in cash and cash equivalents together with a selection of readily realisable investments.

In planning the Company's commitments, the Manager takes into account expected cash flows to and from the portfolio of fund interests and, from time to time, may use borrowings to meet draw downs; these expected cash flows are monitored against actual draw downs and distributions on a monthly basis to assess the level of additional commitments that can be made and how much cash needs to be kept on hand. The Directors have resolved that the Company may borrow up to 25% of its NAV for short-term or long-term purposes. As at 31 March 2015, the Company had a revolving credit facility in place of £15 million (2014 - $10 million).

The table below sets out the liquidity risk of the Company as at 31 March 2015 and 31 March 2014. All liabilities represent amounts falling due within 12 months. Amounts due within 12 months equal their carrying balances.

Less than one year

Less than one year

2015

2014

Financial liabilities

US'000

US'000

Trade and other payables

2,053

_____

446

_____

Based on on-going communications with General Partners and the Manager's best estimates as at 31 March 2015, the outstanding commitments could be drawn down with the following maturity profile:

2015

2014

Maturity

US$ million

US$ million

Less than 3 months

12

7

3-6 months

9

7

6-12 months

13

12

1-2 years

23

19

Greater than 2 years

35

_____

27

_____

92

_____

72

_____

There is no guarantee of this call rate. Any new investments or secondary sales made will alter these figures and assumptions.

As at 31 March 2015, an analysis of the financial instruments by category shows assets at fair value through profit or loss of US$175,125,000 (2014 - US$ 163,509,000), deposits and receivables of US$32,653,000 (2014 - US$35,973,000) and other financial liabilities totalling US$2,053,000 (2014 - US$446,000).

 

20.

Related party transactions and transactions with Service Providers

Fees payable during the year to the Directors and their interests in shares of the Company are disclosed within the Directors' Remuneration Report in the Annual Report.

The Company has an agreement with Aberdeen SVG Private Equity Managers Limited for the provision of management services, an agreement with Aberdeen Asset Managers Limited for the provision of promotional activities, an agreement with IPES (Guernsey) Limited for the provision of administration and secretarial services, an agreement with IPES (UK) Limited for the provision of depositary services and an agreement with BNP Paribas Securities Services Guernsey for the provision of custody services. Details of certain transactions during the year and balances outstanding at the year end are disclosed in notes 5 and 6.

 

 

21.

Controlling party

In the opinion of the Directors on the basis of shareholdings advised to them, the Company has no immediate or ultimate controlling party.

 

 

22.

Exchange rates

As at 31 March 2015 and 31 March 2014, the exchange rates used (against US$) in preparation of these financial statements are as follows:

2015

2014

US$

US$

Sterling

1.4800

1.6632

Euro

1.0819

_____

1.3747

_____

 

 

23.

Geographical analysis

Geographic breakdown is determined by the geographical area in which each Fund has indicated that it will invest:

2015

2014

US$m

US$m

North America

65.7

63.5

Global

64.8

61.6

Europe

30.0

26.3

Asia & Other

14.6

_____

12.1

_____

The Company engages in a single segment of business as detailed in note 3 to the financial statements and geographical analysis is provided as supplemental information.

 

 

24.

Subsequent events

There have been no reportable events subsequent to the Balance Sheet date.

 

 

 

 

Please note that past performance is not necessarily a guide to the future and that the value of investments and the income from them may fall as well as rise and may be affected by exchange rate movements. Investors may not get back the amount they originally invested.

 

The above financial information does not constitute statutory financial statements as defined in Section 262 of The Companies (Guernsey) Law, 2008. The comparative information is based on the statutory financial statements for the year ended 31 March 2014. Those financial statements, upon which the auditors issued an unqualified opinion, have been delivered to the Registrar of Companies. Statutory financial statements for the year ended 31 March 2015 will be filed in due course.

 

The Annual General Meeting of the Company will be held at 10.30 a.m. on 15 September 2015 at 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey GY1 2HL.

 

The audited Annual Report and Financial Statements incorporating the Notice of Annual General Meeting will be posted to shareholders during July. Copies may be obtained during normal business hours from the Company's Registered Office, 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey GY1 2HL Channel Islands or from the Manager, Bow Bells House, 1 Bread Street, London EC4M 9HH. Further copies will be available for download from the Company's website www.aberdeenprivateequity.co.uk.

 

Neither the content of the Company's website nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is (or is deemed to be) incorporated into, or forms (or is deemed to form) part of this announcement.

 

By order of the Board

Ipes (Guernsey) Limited

Company Secretary

30 June 2015

 

 


[1] Whilst Avito is in most respects a wholly Russian entity and thus fully exposed to the Russian Rouble (RUB) it is a Swedish Krone (SEK) denominated business and thus is valued on a translational basis in Northzone VI in SEK. The fund itself is Euro (EUR) denominated and there is therefore a further SEK/EUR translation for the Limited Partnership valuation. The Manager, throughout the period of Rouble weakening, manually adjusted the Northzone VI EUR valuation on a monthly basis to reflect the look through impact from the weakening RUB on Avito.

[2] "Deal multiples for Leveraged Buyouts Reach 2007 levels", WSJ Blogs, Dec 31 2014.

[3] Excludes holdings in Secondary investment vehicles (Coller V, StepStone III) and the royalty streams from Resonant Music. It also excludes non-material sub-portfolios in the HIG Bayside and Oaktree portfolios.

[4] This figure includes performance from existing investments and from any new investments made during the year. It is also inclusive of fees charged by underlying managers during the year, including accruals for GPs' performance fees ("carried interest") but does not include management and/or any performance fees charged to Aberdeen Private Equity Fund Limited.

[5] For the purposes of this analysis, income from investments has been capitalised into the distributions figure.

[6] Source: Aberdeen Asset Management, in local currency and inclusive of income distribution.

[7] We made a series of monthly adjustments throughout this period to the Northzone VI Euro denominated carrying valuation to reflect the Rouble's weakness. These adjustments were reported in monthly factsheets that are published after the release of Aberdeen Private Equity Fund's monthly NAVs. We do not rule out further currency related volatility in respect of this underlying investment.

[8] In addition the Company also paid calls for this period of $3.1m in relation to GPs' fees and expenses.

[9] Original Equipment Manufacturers.

[10] The Company incurred $0.06m of withholding tax on these distributions

[11] CNN Money, 'Pat yourself on the back if you had money in the stock market today', 24 February 2015.

[12] US Department of Economic Analysis, 'National Income and Product Accounts Gross Domestic Product: Fourth Quarter and Annual 2014 (Second Estimate)', 27 February 2015.

[13] World Economic Outlook Update, 'Cross Currents', 20 January 2015.

[14] The return of industries to a domestic economy that in many cases had previously moved overseas. Onshoring is being driven by a number of factors which include massive efficiency gains from technology, re-skilling of workforces, consumer demand for domestically produced 'authentic' product and rising production costs (in many cases specifically rising unit labour costs) in foreign markets.

[15] Trading Economics, 'Euro Area Economy Grows More Than Expected', 13 February 2015.

[16] Predictions for the UK economy, PWC, January 2015.

[17] "China GDP growth slowest since global crisis" Financial times October 21 2014.

[18] Economist Intelligence Unit (EIU) China economic overview, 1 May 2015.

[19] Preqin Buyout Deals Analyst. Data run on 20 March 2015.

[20] Of NAV and as at end December 2014. This includes a manual adjustment for recent IPOs which have subsequently performed well and where that performance is not yet reflected in GPs' statements. Source, Aberdeen Asset Management.

[21] Preqin, '2015 Preqin Global Private Equity & Venture Capital Report', 2015.

[22] Preqin, '2013 Private Equity Fundraising', January 2014.

[23] S&P LCD European Leveraged Buyout Review Q4 2014.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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