BPET.L Regulatory News (BPET)

F&C Private Equity Trust plc

F&C Private Equity Trust plc today announces its unaudited financial results for the year ended 31 December 2012.

·; NAV total return for the year of 6.8 per cent for the Ordinary Shares.

·; Adoption of a new dividend policy - total dividend of 10.03p per Ordinary Share - equivalent to an annualised dividend yield of 5.4 per cent at the year end.

·; Cancellation of Restricted Voting Shares since the year end.

·; Good investment opportunities in funds and co-investments.

·; Strengthened Balance Sheet.

Chairman's Statement

Your Company made good progress during the year under review. Its net assets at 31 December 2012 were £187.4 million. The Ordinary Pool had net assets of £186.3 million, giving a diluted net asset value ('NAV') per share of 254.38p. Taking into account the 2011 final dividend per share of 0.80p paid on 8 June and the 2012 interim dividend of 4.96p paid on 2 November, the NAV total return of the Ordinary Shares was 6.8 per cent. Encouragingly, the Ordinary Share price total return was 31.7 per cent during 2012 and the discount narrowed significantly during the year to 27.0 per cent. The share price has increased further since the year end and the current discount to NAV is now around 20 per cent. Whilst the discount is at its narrowest for five years it is strikingly wide when the Company's record of realisations well above book value is considered.

This is the last time I will report on the Restricted Voting Pool, which had net assets at 31 December 2012 of £1.1 million giving a NAV per share of 1.67p. Taking into account the special dividends of 1.60p and 3.30p per share paid on 27 January and 28 September, the NAV total return for the year was -1.3 per cent. As previously noted, the share pool at this size no longer justified a separate listing. Following consultations with shareholders, the Company brought forward proposals for the Ordinary Pool to acquire the remaining assets of the Restricted Voting Pool for cash at NAV. On 17 January 2013, the Company held a General Meeting and a Class Meeting of Restricted Voting Shareholders at which resolutions to effect the transfer of the assets of the Restricted Voting Pool to the Ordinary Pool, and the subsequent cancellation of the Restricted Voting Shares, were passed. The final dividend relating to the Restricted Voting Pool, of 1.675p per share, was paid on 14 February 2013 and the next day the shares and the listing were cancelled. Since the inception of the Company almost exactly 14 years ago, £118 million has been paid to Restricted Voting Shareholders. This equates to a NAV total return of 14.4 per cent. The equivalent figure for the FTSE All-Share Index over the same period is 4.4 per cent. This 'finished result' demonstrates clearly the additional value to be gained from investment in a private equity portfolio over the long term.

The Company's portfolio has had an active year with total realisations, including rolled-up income, of £60.6 million, up by nearly 60 per cent on 2011. This considerably exceeded the £31.7 million of drawdowns and new investments, and the Company's balance sheet has strengthened significantly. The Ordinary Pool had cash of £12.4 million at the year end. Taking into account the accrued liability for the Zero Dividend Preference Shares of £38.2 million, total net debt was £25.8 million, giving gearing of 12.2 per cent. Outstanding undrawn commitments at 31 December were £66.1 million. Including commitments made since the year end, outstanding undrawn commitments are currently £69 million. The revolving credit facility of £50 million is completely undrawn.

The new performance fee introduced last year, and approved by shareholders at the Annual General Meeting on 23 May, has a hurdle rate IRR of 8 per cent. The IRR of the NAV for 2012 was 6.8 per cent and, accordingly, a performance fee is not payable in respect of 2012.

Dividends

The new dividend policy, described in last year's Annual Report and accompanying circular, has been welcomed by shareholders. Under the new policy, the Company aims to pay semi-annual dividends with an annual yield equivalent to not less than 4 per cent of the average of the published NAVs per Ordinary Share as at the end of each of its last four financial quarters prior to the announcement of the relevant semi-annual dividend or, if higher, equal (in terms of pence per share) to the highest semi-annual dividend previously paid.

The first semi-annual interim dividend of 4.96p per Ordinary Share was, as stated above, paid on 2 November. The Board recommends payment of a final dividend of 5.07p per Ordinary Share, payable on 31 May 2013 to shareholders on the register on 3 May 2013. The total dividend for the year under the new policy amounts to 10.03p per Ordinary Share, equivalent to a dividend yield of 5.4 per cent at the year end.

Annual General Meeting

The Annual General Meeting will be held on Thursday 30 May 2013 at 12 noon at the offices of F&C Asset Management plc, Exchange House, Primrose Street, London EC2A 2NY.

Outlook

The Company's portfolio is broadly based and continues to perform well against a challenging economic background. Private equity as an asset class has fared strongly through both expansionary and recessionary periods and this sustained performance is rooted in the twin characteristics of deeply committed involvement and the adoption of a long term investment horizon that distinguishes private equity from other asset classes. The Company's well diversified portfolio and expert cadre of investment partners makes this attractive asset class available to a wide audience. Notwithstanding the current drag effect of the Eurozone's travails there is real value to be found in the thousands of mid-sized private companies in Europe and further afield, and current conditions provide numerous buying opportunities for suitably skilled investors.

Mark Tennant

Chairman

Manager's Review

The Company's portfolio made good progress during the year. It is clear that the ongoing concerns in the Eurozone and more generally in Europe have acted as a partial brake on investment activity and business confidence. Our investment partners, who have been cautiously optimistic for some time, exhibited more caution than optimism at periods during the year. The stuttering recovery, which has included a number of setbacks, is affecting individual companies, sometimes severely. Looking at the European private equity market as a whole, preliminary figures suggest that, despite a marked pick up in the fourth quarter, the overall volume and value of deals was down by between 10 and 20 per cent compared with 2011. However, the general picture for the portfolio is one of growth in revenues and profits and of associated value creation.

There are many excellent opportunities to be found across the mid-market of Europe and further afield. The deals that are being done generally look attractively priced, holding good prospects for the excellent returns traditionally expected from private equity. The private equity model, which is based upon a direct alignment between the interests of investors, private equity fund managers and the management of underlying companies, has been well tested during the recession and appears robust. Specifically, the application of expertise in aiding the management of companies to grow profits during challenging times has been conspicuous in private equity backed companies. Indeed these are considered by many commentators to be more efficient than the corporate sector in general.

The current environment is attractive for new investment in mid-market buyouts. Prices for new deals are typically at around 7x EV:EBITDA or lower. The proportion of debt in the deals is around 50 per cent of enterprise value and for companies with stable or growing profits good returns should be made over the next few years. Debt for buy-outs is available to well established private equity groups but it is not generally available in large quantum. Equity for private equity deals is, if anything, becoming scarcer as the 'dry powder' from older funds is used up and is not fully replaced by new funds.

Fundraising is as difficult as it has been for a decade but these difficulties are felt unevenly. Private equity managers who have an unequivocally strong record and who have fared well in the recession have been able to raise funds satisfactorily whereas the others are taking longer to raise more modest amounts. Given the buying opportunity noted above most of the money raised has a good chance of delivering excellent returns. Another positive side effect is that the availability of co-investments has improved. This is a function of private equity groups husbanding resources as funds use up capital, or of groups which are between or before fund raisings.

New Investments

At the year end the Company's outstanding undrawn commitments totalled £66.1 million, a further reduction over the year. These commitments are an essential part of keeping the portfolio fully invested and properly diversified. During the year a small number of new commitments were made and one co-investment was added. Subsequent to the year end some additional commitments have been made.

Nearly all the new commitments are to European mid-market buy-out funds or co-investments. However, the Company has the flexibility to invest selectively in North American and emerging markets private equity funds and we expect to use this from time to time.

We committed to two UK focused funds during the year: £4.0 million to Lyceum Capital III and £6.0 million to Inflexion 2012 Co-investment Fund. We have backed Lyceum previously in one of our other fund of funds and Inflexion is one of our longstanding core relationships. Inflexion's fund already has two investments in place. Since the year end we have also committed £3.5 million to GCP Capital Partners Europe II LP. This mainly UK focused European fund was acquired in a secondary transaction, so the Company has immediately gained exposure to six companies at a 10 per cent discount to the latest NAV.

Northern Europe has been a strong and attractive market and we added to the exposure there during the year and more recently. €4 million was committed to Stockholm based Nordic specialist Procuritas for their fund V, the second of their funds which we have backed. In Germany we again committed to DBAG for their fund VI with €5 million. Since the year end we have made our first investment in Finland by committing €3 million to Vaaka Buy-Out Fund II. This will give the Company exposure to this small but attractive market. Further south, another first was accomplished through the commitment of €3 million to Polish mid-market fund, Avallon MBO Fund II, again since the year end.

We made one commitment outside Europe during 2012. $5 million was committed to HealthpointCapital Partners III, a New York based healthcare fund which specialises in the orthopaedic sector. This fund is what we could term an 'advanced primary' with an initial portfolio which is already showing strong signs of success.

The Company's co-investment component is currently just 11.4 per cent of the portfolio. It has reduced principally as a result of successful exits during the last few years. We are actively seeking to increase this and some initial progress has been made. In November we invested £2.3 million in funeral plans business Avalon (note different spelling from the Polish Buy-out fund) for a 9.5 per cent stake in the company which sells funeral plans in the UK and increasingly in other markets such as Spain. This deal was led by the emerging private equity group Lonsdale. Since the year end we have invested £2.0 million for a 15 per cent stake in UK furniture company David Phillips. Based in Becton, East London, David Phillips is the UK's largest specialist supplier to the residential property market, providing a B2B furniture service to landlords, agents, developers and local authorities. This investment is led by the private equity division of Fleming Family and Partners. A number of other co-investment opportunities are under consideration.

Drawdowns

Including co-investments, total drawdowns for 2012 were £31.7 million. 2012 saw drawdowns from a wide range of funds across Europe and further afield.

In the UK a number of interesting new investments were made by our investment partners. RJD Partners Equity Fund II invested £1.0 million in debt advisory business Harrington Brooks. The Company already had exposure to this through Inflexion which sold the company from two of its funds. Inflexion has also been an investor in a different but related area with an investment by its 2012 Co-investment fund of £0.6 million into Martson Group, the UK's largest provider of High Court and Civil enforcement services. £0.8 million was invested by Primary Capital III in Leisure Pass Group, the world's leading provider of smart card based multi-attraction tourist passes and associated operating systems. August Equity Partners II invested £0.7 million in SecureData, a provider of IT security solutions and managed services to mid sized and smaller enterprises. Hutton Collins III made two different investments with £0.6 million into each of premium wellington boot company Hunter and London based bar chain Novus.

In Continental Europe the larger new investments were equally diverse. TDR Capital II, a pan-European fund, invested a further £1.0 million in the global combination of modular buildings company Algeco/Scotsman/Ausco. In Spain, N+1 Private Equity II invested £1.1 million in on street parking company EYSA. In Poland, Pinebridge New Europe II invested £0.5 million in TMS, one of the country's leading foreign exchange brokerages. In Germany, Capvis III invested £0.7 million in medical pendant manufacturer Ondal and £0.5 million in Hessnatur, the multi-channel retailer of natural and ecological apparel and home textiles. DBAG V invested £0.6 million in Heytex Bramsche, a manufacturer of technical textiles which are used for print media in the advertising industry and also in industrial applications such as truck tarpaulins. Lastly, in the Nordic area, Stirling Square Capital Partners II invested £1.4 million in SAR, a waste management provider to the Norwegian oil and gas industry and Herkules Private Equity III invested £0.5 million into Sweden's leading coffee chain Espresso House.

Realisations

Realisations were strong during 2012 with the total, including rolled up income, amounting to £60.6 million, a significant increase on the 2011 total of £38.3 million.

During the year two of the co-investment holdings were realised and another was partially realised. The August Equity led investment in the UK's largest provider of supported living for disabled adults, Lifeways, was sold to the Canadian pension fund OMERS. The investment multiple was 3.0x and the IRR 25 per cent. Including the position held through the August Equity Partners I fund, proceeds totalled £13.5 million. Bartec, the German based explosion protection systems manufacturer, was sold by Capvis III to the larger private equity house Charterhouse. The investment multiple was 3.1x, the IRR 33 per cent and total proceeds to the Company of £7.0 million. 3si, the anti-theft security systems company, was recapitalised which led to a distribution to the Company of £2.6 million.

Within the fund holdings there were many realisations during the year. The larger individual ones give a strong affirmation of the strength of the private equity investment model over recent years, since most of these holdings have been held through the most severe period of economic contraction in recent memory.

In the UK, August Equity Partners II exited home care specialist Enara through its sale to MITIE plc. The investment multiple was 2.5x, IRR 24 per cent and proceeds £3.7 million. Arle sold Capital Safety Group to KKR achieving a multiple of 2.7x with an IRR of 26 per cent and proceeds to the Company of £1.2 million. As mentioned above, Inflexion sold debt advisory specialist Harrington Brooks to RJD Partners Equity Fund II. The investment multiple was 3.1x, the IRR 19 per cent and proceeds £1.2 million. Penta F&C Co-investment Fund exited telecoms masts company Wireless Infrastructure Group for 1.0x cost returning £1.2 million.

Despite the travails of the Eurozone there has been significant exit activity there also. In addition to Bartec noted above, in Germany DBAG sold machinery company Coperion to US listed trade buyer Hillenbrand. This yielded £2.5 million which was 3.7x cost and an IRR of 30 per cent. There is scope for further proceeds to bring the multiple to over 4x.

Contrary to received wisdom there is successful private equity activity in Southern Europe. In Spain, Nmas 1 Private Equity Fund sold ZIV, a control and metering products provider for power utilities to the Indian company Crompton Greaves. This yielded £0.8 million which was 3.5x cost. Portobello Capital II sold civil explosives company Maxam to Advent yielding £1.6 million, 3.4x cost and an IRR of 28 per cent. In Italy, Alto Capital II sold Monviso, the Turin based producer of bread substitutes and gluten free products, to private equity group PM&Partners achieving 1.9x cost, an IRR of 16 per cent and proceeds of £0.5 million.

In Northern Europe, a notable success was the sale by Procuritas IV of tyre services company Dackia to Pirelli for a spectacular 9x cost and an IRR of 110 per cent. The Company's share of this exit was £2.1 million. Further afield there have also been good exits. A notable example was the sale of QSR (Quality Synthetic Rubber) by Blue Point Capital II for 3.7x cost and an IRR of 35 per cent. The Company's share was £1.4 million.

Lastly, the final realisation of the Company's longstanding holding in International Mezzanine Investment was accomplished with the full exit of IAC and the receipt of proceeds from previously agreed exits of Hallmark and Waterbury. The last distributions totalled £3.4 million effectively terminating this 17 year old fund which has achieved a 1.9x investment multiple and 9 per cent IRR. This facilitated the final winding up of the Restricted Voting Pool described in the Chairman's Statement.

Valuation Changes

In a positive year upgrades in valuation significantly outnumber downgrades. The largest uplifts are usually from a combination of exits above the most recent valuation and the reflection of strong trading in an increase in carrying value. In the former category August Equity Partners II contributed £2.7 million. Through the Lifeways exit there was a £2.1 million uplift and August Equity Partners I also contributed £0.8 million. Capvis III and DBAG V, which each had excellent exits from Bartec and Coperion respectively, were uplifted by £1.7 million each. The Bartec co-investment exit added £1.6 million to the valuation. As a result of trading improvements, metal locker and pallet racking company Whittan was uplifted by £1.5 million. Other significant contributions came from Primary Capital III (£1.4 million), SEP III (£1.3 million) and Camden Partners IV (£1.1 million). There were numerous smaller contributions to value growth.

Inevitably there are investments which are experiencing difficulty or which have simply not worked out and these give rise to downgrades. The Italian co-investment in security company Axitea was reduced by £1.8 million over the year. The company has seen a reduction in business which is directly or indirectly related to arduous economic conditions in its main domestic market. The business retains healthy margins and the support of its banks and we expect an improvement in due course. The holdings through the co-investment fund with Penta Capital have been affected by challenging economic conditions closer to home and the fund is down by £1.7 million. The Hutton Collins Mezzanine Funds II and III have also had some setbacks, most notably the recent failure of IT services company 2e2. Unexpectedly weak trading towards the end of 2012 led to the breach of banking covenants and administration. Between the two funds the adverse impact was £1.7 million.

Currency movements during the year reduced the portfolio value by approximately 2 per cent.

Financing

Over the course of the year the Company's Ordinary Pool has moved from a position of net debt of £6.5 million to net cash of £12.4 million. When added to the accrued liability for the Zero Dividend Preference Shares of £38.2 million, total net debt was £25.8 million resulting in gearing of 12.2 per cent.

The new dividend policy was effective from November and this entailed a first semi-annual dividend of £3.6 million. The strong surplus of realisations over drawdowns and new investments has strengthened the balance sheet considerably. The Company's £50 million revolving credit facility, which was arranged in February 2012 and runs for four years until 2016, is currently completely undrawn. Outstanding undrawn commitments at the year end were £66.1 million and, of this, a significant component - at least £15 million - is outside the relevant funds' investment periods and hence unlikely to be drawn. Our projections indicate a healthy continuing surplus of realisations over drawdowns and new investments and we would expect the financial resources of the Company to improve further.

Outlook

Private equity seeks to back companies which can grow profits and create value largely independently of the prevailing economic conditions. Often these businesses are exposed to, and indeed can create, strong growth trends in the demand for their products or services and management's task, aided by the private equity managers, is to maximise the financial benefit of these trends. In general, and in aggregate, private equity companies have grown profits and value impressively during the recent recessionary years. In certain markets and sectors, macroeconomic factors act as significant 'headwinds' and the uncertainty which continues to persist in the Eurozone is a rather dramatic example of this. Increasingly, businesses are explicitly factoring Eurozone uncertainty, including 'tail risks', into their business planning and because of this the underlying momentum of recovery across Europe is unlikely to be seriously interrupted.

Private equity is an innately conservative, patient and long term investment asset class and the private equity managers are under no compunction to deal if they cannot clearly discern long term value. Our investment partners have, in aggregate, many centuries of investment experience with the accompanying insight and judgement. Your Company benefits from this and it provides the basis of our confidence that the portfolio will continue to deliver strong long term returns.

Hamish Mair

Investment Manager

F&C Investment Business Limited

F&C Private Equity Trust plc

Consolidated Statement of Comprehensive Income for the

year ended 31 December 2012

F&C Private Equity Trust plc

Consolidated Statement of Comprehensive Income for the

year ended 31 December 2011

F&C Private Equity Trust plc

Consolidated Balance Sheet

F&C Private Equity Trust plc

Consolidated Statement of Changes in Equity

F&C Private Equity Trust plc

Notes (unaudited)

1. The unaudited financial results, which were approved by the Board on 27 March 2013, have been prepared in accordance with the Companies Act 2006 and International Financial Reporting Standards ('IFRS') as adopted by the European Union. Where presentation guidance set out in the Statement of Recommended Practice "Financial Statements of Investment Trust Companies and Venture Capital Trusts" ('SORP') issued by the Association of Investment Companies in January 2009 is consistent with the requirements of IFRS, the Directors have sought to prepare the financial statements on a basis compliant with the recommendations of the SORP.

The accounting policies adopted are consistent with those of the previous financial year.

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

Basic: 72,282,273 (2011: 72,282,273)

Diluted: 74,241,429 (2011: 74,241,429)

Returns per Restricted Voting Share are based on the weighted average number of shares in issue during the year of 67,084,807 (2011: 67,084,807).

Basic net asset value per Ordinary Share is based on 72,282,273 (2011: 72,282,273) shares in issue at the year end. Diluted net asset value per Ordinary Share is based on 74,241,429 (2011: 74,241,429) shares in issue at the year end.

Net asset value per Restricted Voting Share is based on 67,084,807 (2011: 67,084,807) shares in issue at the year end.

3. The Board has proposed a final dividend of 5.07p per Ordinary Share, payable on 31 May 2013 to those shareholders on the register on 3 May 2013.

4. This results announcement is based on the Group's unaudited financial statements for the year ended 31 December 2012 which have been prepared in accordance with International Financial Reporting Standards as adopted by the EU ('IFRS').

5. This announcement is not the Group's statutory accounts. The full audited accounts for the year ended 31 December 2011, which were unqualified, have been lodged with the Registrar of Companies. The statutory accounts for the year to 31 December 2012 (on which the audit report has not been signed) will be delivered to the Registrar of Companies following the Company's Annual General Meeting which will be held at the offices of F&C Asset Management plc, Exchange House, Primrose Street, London, EC2A 2NY on 30 May 2013 at 12 noon.

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

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