BPET.L Regulatory News (BPET)

F&C Private Equity Trust plc

·; Adoption of new dividend policy - interim dividend of 4.96p per Ordinary Share - equivalent to an annualised dividend yield of 6.4 per cent.

·; NAV total return for the six months of 4.5 per cent for the Ordinary Shares.

·; Share price total return for the six months of 7.4 per cent for the Ordinary Shares.

·; Share price total return for the six months of 20.3 per cent for the Restricted Voting Shares.

·; Renewal of loan facility.

Chairman's Statement

As at 30 June 2012 the Company's net asset value ('NAV') was £189.3 million. The Ordinary Share Pool NAV was £185.9 million giving a fully diluted NAV per share of 253.77p, an increase during the period of 4.2 per cent. Taking into account the final dividend of 0.8p per Ordinary Share paid on 8 June 2012 the NAV total return during the period was 4.5 per cent. The Ordinary Share Pool NAV now exceeds its previous peak reached before the onset of the financial crisis in June 2008.

The Restricted Voting Pool's NAV as at 30 June 2012 was £3.4 million, giving a NAV per share of 5.08p and a NAV total return of 0.5 per cent during the period. Since the end of the period the largest remaining holding of the Restricted Voting Pool has been realised and its current cash balance is £2.3 million. It is intended to return this to shareholders through a special dividend of 3.3p per Restricted Voting Share payable on 28 September 2012 to shareholders on the register on 7 September 2012. The remaining assets of the Restricted Voting Pool are valued at £1.1 million and the Board believes that, at this size, the administrative burden and costs of retaining the listing of the Restricted Voting Shares is no longer justifiable. Accordingly, the Board expects to bring forward proposals aimed at returning value to the Restricted Voting Shareholders and simplifying the Company's capital structure by cancelling the Restricted Voting Shares.

At the end of the period the Ordinary Share Pool had net cash of £6.0 million. Together with the accrued liability for the Zero Dividend Preference Shares of £36.5 million the Ordinary Share Pool's total debt was £30.6 million, equivalent to a gearing level of 14.1 per cent. The total outstanding undrawn commitments at 30 June 2012 were £66.8 million, and of this approximately £15 million is to funds where the investment period has expired.

During the first half of the year the Company made good progress, with strong cash inflows and significant gains in valuation. Distributions during the period exceeded £27 million, more than 40 per cent ahead of the same period in 2011 and comfortably ahead of the total drawdowns for the period of £13.0 million. By the end of the period, the Company had repaid all drawings under its four year £50 million revolving credit facility arranged with the Royal Bank of Scotland in February 2012.

During the period the Company announced plans for a new dividend policy which were subsequently approved by shareholders at the Annual General Meeting and a Separate General Meeting of Ordinary Shareholders held on 23 May 2012. The new dividend policy is designed to provide Ordinary Shareholders with greater and predictable dividend payments which will be funded from a combination of the Company's revenue and realised capital profits. Under the new policy, the Company will aim 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.

In accordance with this policy, the Board declares an interim dividend of 4.96p per Ordinary Share, payable on 2 November 2012 to shareholders on the register on 5 October 2012. For illustrative purposes only, this represents an annualised dividend yield of 6.4 per cent based on the Ordinary Share price as at 30 June 2012.

Ordinary Shareholders will be sent documentation regarding a dividend reinvestment plan that will allow them, if they so wish, to use their dividend payments to purchase as many additional Ordinary Shares as possible with each dividend payment made whilst they participate in the plan. Participation in such a plan can be a convenient and easy way to build up an existing shareholding.

The Company's portfolio is performing well, with a number of significant exits being achieved at the expected time and within the targeted valuation ranges. Most notable amongst these have been the sale of co-investments Lifeways and Bartec which are described in more detail in the Manager's Review. There have been several more successful exits so far this year and, including the proceeds of Bartec, which we expect to receive in a few weeks time, the total realisations to date in 2012 now exceeds £40 million which compares well with realisations of £36 million for the whole of 2011. These transactions have allowed the Company to de-gear substantially. The future performance of the Company relies on the portfolio being regularly refreshed with new investments and our investment partners have invested steadily during the first half of the year. We have also made a small number of new commitments, mainly to managers with whom we already have a well established and successful relationship. There will always be room for some promising emerging management groups and for special situations that offer the potential for high returns at acceptable risk.

The general economic background remains challenging but, as has been demonstrated over the last four years, our investment partners have been able to identify and create value in tandem with skilled management teams across a very wide range of mid-market companies, principally in Europe. The serious and unresolved challenges for the Eurozone are undoubtedly affecting business and investor confidence and this remains the principal impediment to growth. The particular investment approach of private equity which is based on medium and long term investment founded on detailed information and expert input with direct alignment of investors' and managements' interests has proven itself capable of delivering excellent returns in spite of the macro-economic headwinds. Within our cohort of investment partners there is a deep reservoir of expertise and judgement and we expect that Ordinary Shareholders will continue to benefit from this as their capital is deployed judiciously over the coming years.

Mark Tennant

Chairman

Manager's Review

Introduction

As noted in the Chairman's Statement there was little help from the economic background during the first half of the year and the Company's progress is a direct result of the specific value-creative actions undertaken by our private equity managers. This is very apparent in the principal exits where the holding period has spanned a severe economic contraction and yet, in general, excellent returns have been achieved. Whilst the volume of private equity deals across Europe has decreased there is little evidence of this within the portfolio where realisations and new investments have been at healthy levels. In general, our investment partners view the current environment as providing a substantial buying opportunity but it is one which may persist for the medium term and accordingly there is time for them to apply detailed diligence and scrutiny to each investment proposition. The fundraising environment is challenging and only the strongest managers with an unequivocal record of successful delivery will reach targeted fund closes. Whilst this poses challenges for private equity managers it is not an entirely unhealthy situation and, from an investors' viewpoint, it does something to simplify the triaging of opportunities. There will be some benefits in terms of enhanced co-investment opportunities and even improvements in fund economics. The principal advantage will be that the reduction in equity capital available coupled with ongoing shortage of debt will mean that private equity deals will be done at attractive prices. We see considerable evidence of this in the new deals entering the portfolio.

New Investments

Two new commitments were made to private equity funds during the period. Since the end of the period another three commitments have been made. In order to maintain asset growth in the medium and longer term it is essential to be deploying an appropriate amount of capital each year in new investments. This comes from a combination of longstanding commitments being drawn, co-investments and new commitments. As drawdowns are made the level of commitments reduce naturally and, additionally, an increasing proportion falls outside the investment period and can only be drawn under limited circumstances. The current total of outstanding undrawn commitments is £75 million. Of this, approximately £15 million is beyond the end of the investment period. As previously noted we do not expect all of the commitments to be drawn before the end of the respective investment periods and not every fund is able to secure investor consent to an extension of the investment period.

Most of the new commitments during the period were made to European mid-market buy-out specialists with whom we have successfully invested in the past. €4 million was committed to Stockholm based Nordic specialist Procuritas Fund V. The Nordic region has proved fairly resilient over the recession and our private equity partners in the region are seeing and capturing good dealflow. €5 million was committed to German fund DBAG VI. This is the third fund by this manager which we have backed. DBAG's mid-market strategy in German speaking countries has delivered good returns over the years and they are also finding excellent companies at low prices. Since the end of the period we have committed $5 million to New York based Orthopaedics Healthcare specialist fund Healthpoint Capital Partners III. Whilst this fund lies within our international mandate it is specialist, focusing on an attractive large niche market. It offers the Company an 'advanced primary' situation where the pre-existing portfolio is showing strong indications of early positive returns. Also since the end of the period, £4 million has been committed to UK mid-market specialist Lyceum Capital Fund III. Lyceum was a spin out of WestLB some years ago and since then we have invested with them through another of our fund of funds. Lastly, we have reinforced another longstanding and successful relationship through a fresh commitment of £6 million to the Inflexion 2012 Co-investment Fund. This will be a fairly concentrated fund investing in certain of the larger Inflexion deals. It starts life with two existing holdings and the economics are more favourable than for a conventional fund. We have invested with Inflexion very successfully for a decade. In addition to these commitments there are a small number of fund and co-investment opportunities under consideration.

Under existing commitments the portfolio continues to be refreshed with a range of new investments across a typically broad range of sectors and geographies.

Drawdowns during the period totalled £13.0 million. The largest individual investment of £1.9 million was for SAR made by Stirling Square Capital Partners II. This is a waste management service provider to the Norwegian oil and gas industry. This position may reduce somewhat following syndication. £1.1 million was called by Spanish manager N+1 Private Equity Fund II for EYSA, the leading company in Spain in the on street parking sector. £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. £0.7 million was invested via August Equity Partners II in SecureData, a provider of IT security solutions and managed services to mid sized and smaller enterprises. £0.6 million was invested via Inflexion 2010 Fund in Marston Group, the UK's largest provider of High Court civil enforcement services including debt collection and enforcement of fines and arrest warrants. £0.6 million was called by Hutton Collins Capital Partners III for a mezzanine investment in premium wellington boot company Hunter and £0.5 million was invested via Pinebridge New Europe Fund II in TMS, one of the leading Polish foreign exchange brokerages.

Realisations

The first half of the year saw a significant upswing in realisations with the total exceeding £27 million, more than 40 per cent ahead of the same period in 2011. The main realisations were in a variety of sectors and geographies. The principal exit was the sale of the August Equity Partners led investment Lifeways, the UK's largest provider of supported living services to adults with learning difficulties. Lifeways was held for nearly five years both through the August Equity Fund I and directly as a co-investment, and was sold in June to Canadian pension fund OMERS (Ontario Municipal Employees' Retirement Scheme), achieving an investment multiple of 3.0x and an IRR of 25 per cent. The Company's combined proceeds were £13.5 million, a premium to the last carrying value of £3.5 million. During August Equity's tenure, Lifeways completed 11 acquisitions and increased the number of service users from 900 to 3,700. In Sweden, Procuritas Capital IV sold tyre services company Dackia, to Pirelli, for an exceptional 9.0x investment multiple and an IRR of 110 per cent. The Company's proceeds were £2.1 million, approximately 80 per cent above the latest valuation. In Spain, Portobello Capital II sold civil explosives company Maxam to Advent, returning £1.6 million, an investment multiple of 3.4x and an IRR of 28 per cent. Arle, the successor to Candover, sold from the Candover 2005 Fund Capital Safety Group, the leading fall protection equipment manufacturer, to KKR, returning £1.2 million which represented an investment multiple of 2.7x and an IRR of 26 per cent. There were several other smaller exits.

Since the end of the period, Capvis, the Zurich based investor in German speaking markets, has announced the sale of explosives protection systems company Bartec to Charterhouse. The Company holds Bartec through both the Capvis III fund and directly as a co-investment. The Company's proceeds, expected within the next few weeks, will be approximately £7.5 million, a premium to the latest valuation of £2.7 million or 57 per cent. Bartec was acquired in August 2008 and against a hostile business environment doubled its profits during Capvis' tenure. Taking into account Bartec, total realisations in 2012 so far exceed £40 million which is more than for the whole of 2011. There are other investments which are expected to exit during the remainder of 2012.

Valuation Changes

There were a number of significant movements in valuation during the period. The larger ones relate to major realisations, either completed or agreed, with Lifeways contributing £3.5 million and Bartec £2.7 million. TDR Capital II was uplifted by £1.4 million reflecting progress from VPS (property management), Stonegate (pub chain) and Ausco (modular construction). DBAG V was uplifted by £1.0 million mainly because of strong performance by machinery company Coperion. In the venture capital component of the portfolio SEP III was uplifted by £0.9 million mainly due to travel research website Skyscanner. There were few substantial downgrades over the period.

Financing

In February 2012 the Company arranged a new revolving credit facility with the Royal Bank of Scotland. The facility is committed for four years and, at £50 million, is £10 million larger than the previous facility. Importantly, it extends for more than a year after the redemption date of the Group's Zero Dividend Preference Shares ('ZDPs') and therefore could, if necessary, be used to fund or part fund this redemption. The cash inflow in the year to date is in line with expectations and is entirely compatible with the projected dividend payments, meeting existing commitments as they are drawn down, a moderate new investment programme, and accumulation of capital for redeeming the ZDPs. The current cash balance of the Ordinary Share Pool is £4.9 million.

Outlook

The first half of 2012 has verified our belief that the mid-market of European private equity remains in good health with a steady flow of realisations and new deal activity creating value accretive turnover in the portfolio. There has been limited progress at a macro-economic level in tackling the Eurozone's fiscal and banking problems and from a business and investment standpoint this is very unsatisfactory. Indeed there is a sharp contrast between the ability of European private equity managers and their management teams to assess and take risk and the absence of such ability and resolution amongst the political and bureaucratic 'leadership' of Europe. The portfolio has made considerable progress with an unhelpful background and our expectation is that, due to the strengths of our investment partners and the efficacy of the private equity investment model, this should continue.

Hamish Mair

Investment Manager

F&C Investment Business Limited

F&C Private Equity Trust plc

Consolidated Statement of Comprehensive Income for the

half year ended 30 June 2012

F&C Private Equity Trust plc

Consolidated Statement of Comprehensive Income for the

half year ended 30 June 2011

F&C Private Equity Trust plc

Consolidated Statement of Comprehensive Income for the

year ended 31 December 2011

F&C Private Equity Trust plc

Amounts Recognised as Dividends

On 7 January 2011 a special dividend of 1.30p per Restricted Voting Share was paid. The total amount paid was £872,000.

On 27 January 2012 a special dividend of 1.60p per Restricted Voting Share was paid. The total amount paid was £1,073,000.

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

Statement of Principal Risks and Uncertainties

The Directors believe that the principal risks and uncertainties faced by the Company include investment and strategic, external, regulatory, operational, financial and funding risks. These risks, and the way in which they are managed, are described in more detail under the heading Principal Risks and Uncertainties and Risk Management within the Business Review in the Company's Annual Report for the year ended 31 December 2011. The Company's principal risks and uncertainties have not changed materially since the date of that report and are not expected to change materially for the remaining six months of the Company's financial year.

Statement of Directors' Responsibilities in Respect of the Half Year Report

We confirm that to the best of our knowledge:

·; the condensed set of financial statements have been prepared in accordance with IAS 34 'Interim Financial Reporting' and give a true and fair view of the assets, liabilities, financial position and profit of the Company;

·; the Chairman's Statement and Manager's Review (together constituting the Interim Management Report) include a fair review of the information required by the Disclosure and Transparency Rules ('DTR') 4.2.7R, being an indication of important events that have occurred during the first six months of the financial year and their impact on the financial statements;

·; the Statement of Principal Risks and Uncertainties shown above is a fair review of the information required by DTR 4.2.7R; and

·; the condensed set of financial statements includes a fair review of the information required by DTR 4.2.8R, being related party transactions that have taken place in the first six months of the financial year and that have materially affected the financial position or performance of the Company during the period, and any changes in the related party transactions described in the last Annual Report that could do so.

On behalf of the Board

Mark Tennant

Chairman

Notes (unaudited)

1. The unaudited half-year results have been prepared on the basis of the accounting policies set out in the statutory accounts of the Group for the year ended 31 December 2011 and in accordance with International Accounting Standard ('IAS') 34.

2. Earnings for the six months to 30 June 2012 should not be taken as a guide to the results for the year to 31 December 2012.

3. Investment management fee:

4. Finance costs:

5. The basic return per Ordinary Share is based on a net return on ordinary activities after taxation of £8,172,000 (30 June 2011 - £13,878,000; 31 December 2011 - £14,134,000) and on 72,282,273 (30 June 2011 - 72,282,273; 31 December 2011 - 72,282,273) shares, being the weighted average number of Ordinary Shares in issue during the period.

The fully diluted return per Ordinary Share is based on a net return on ordinary activities after taxation of £8,172,000 (30 June 2011 - £13,878,000; 31 December 2011 - £14,134,000) and on 74,241,429 (30 June 2011 - 74,241,429; 31 December 2011 - 74,241,429) shares, being the weighted average number of Ordinary Shares in issue during the period after conversion of the Ordinary Share warrants.

The basic return per Restricted Voting Share is based on a net return on ordinary activities after taxation of £2,000 (30 June 2011 - £613,000; 31 December 2011 - £462,000) and on 67,084,807 (30 June 2011 - 67,084,807; 31 December 2011 - 67,084,807) shares, being the weighted average number of Restricted Voting Shares in issue during the period.

6. On 30 April 2007 the Company entered into a five year £40 million multi-currency revolving credit facility. This was cancelled on entering into a new agreement on 21 February 2012. The new agreement is for a four year £50 million unsecured committed multi-currency revolving credit facility. £nil was drawn down at 30 June 2012.

7.  Zero Dividend Preference Shares

The Zero Dividend Preference Shares ('ZDP Shares') of F&C Private Equity Zeros plc were issued on 14 December 2009 at 100 pence per share and redeem on 15 December 2014 at 152.14 pence per share, an effective rate of 8.75 per cent per annum.

The fair value of the ZDP Shares at 30 June 2012 was £40,125,000 based on the quoted offer price of 133.75p per ZDP Share.

8. The basic net asset value per Ordinary Share is based on net assets at the period end of £185,859,000 (30 June 2011 - £178,010,000; 31 December 2011 - £178,264,000) and on 72,282,273 (30 June 2011 - 72,282,273; 31 December 2011 - 72,282,273) shares, being the number of Ordinary Shares in issue at the period end.

The fully diluted net asset value per Ordinary Share is based on net assets at the period end of £188,405,000 (30 June 2011 - £180,555,000; 31 December 2011 - £180,810,000) and on 74,241,429 (30 June 2011 - 74,241,429; 31 December 2011 - 74,241,429) shares, being the number of Ordinary Shares in issue at the period end after conversion of the Ordinary Share warrants.

The basic net asset value per Restricted Voting Share is based on net assets at the period end of £3,411,000 (30 June 2011 - £4,632,000; 31 December 2011 - £4,483,000) and on 67,084,807 (30 June 2011 - 67,084,807; 31 December 2011 - 67,084,807) shares, being the number of Restricted Voting Shares in issue at the period end.

9. These are not statutory accounts in terms of Section 434 of the Companies Act 2006 and have not been audited or reviewed by the Company's auditors. The information for the year ended 31 December 2011 has been extracted from the latest published financial statements which received an unqualified audit report and have been filed with the Registrar of Companies. No statutory accounts in respect of any period after 31 December 2011 have been reported on by the Company's auditors or delivered to the Registrar of Companies. The Half-Year Report is available at the Company's website address, www.fcpet.co.uk.

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