Lms Capital Regulatory News (LMS)

  24 July 2015

LMS Capital plc

Half Year Results for the six months ended 30 June 2015

The Board of LMS Capital plc, ("LMS Capital" or "the Company"), is pleased to announce the Company's half year results for the six months to 30 June 2015.

· Proceeds of realisations in the period were £26.6 million (2014: £40.5 million, including £31.8 million from the sale of Updata Infrastructure (UK)).

· These proceeds included:

o The sale of five fund positions in the secondary market which raised £9.2 million after costs;

o In March the acquisition of ChyronHego Corporation (one of our US quoted investments) by Vector Capital was completed - the cash proceeds to the Company were £5.1 million;

o Sale of shares in Weatherford International for £3.8 million;

o Voreda Real Estate (one of our UK fund interests) completed the sale of its principal asset, and the Company received £5.3 million as its share of the proceeds of this transaction; 

o Other distributions from funds were £2.0 million - calls to meet fund commitments were £0.2 million.

· Net Asset Value per share at 30 June 2015 was 94p (31 December 2014: 93p). Net Asset Value was £136.1 million (31 December 2014: £135.1 million).

· The investment portfolio showed a net gain of £4.7 million (2014: £19.0 million) before unrealised net currency losses of £0.7 million (2014: net losses of £3.0 million) and carried interest charges of £0.6 million (2014: £2.3 million).

· At 30 June 2015 we had liquid assets of £48.5 million (31 December 2014: £29.6 million), being net cash of £35.3 million (31 December 2014: £9.2 million) and quoted securities of £13.2 million (31 December 2014: £20.4 million). Outstanding commitments to funds were £4.1 million, down from £7.0 million at the end of 2014; approximately £2.3 million of this reduction reflects the secondary sale referred to above.

Martin Knight, Chairman of LMS Capital, said:

"We have continued to make good progress with the realisation strategy during the first half of the year but the Board is mindful that, as the portfolio reduces in size, the management time and costs involved in running the portfolio, together with the requirement to maintain sufficient working capital requirements, could increasingly impact returns to shareholders.

The Board is therefore proposing that the Company adopt a strategy of active investment in the energy sector, full details of which are included in a circular which is being sent to shareholders today".

For further information please contact:

About LMS Capital

LMS Capital is an investment company which, following a general meeting on 30 November 2011, is undertaking a realisation strategy with the aim of achieving a balance between an efficient return of cash to shareholders and optimising the value of the Company's investments. Its investment portfolio consists of small to medium sized companies across a range of sectors.

www.lmscapital.com

Half year review 2015

Overview

During the first half of 2015 the focus of the Company's directors has continued to be the optimisation of realisations from the investment portfolio in line with the realisation strategy approved by shareholders at the general meeting on 30 November 2011. To date £115 million has been returned to shareholders by way of three tender offers and related share buybacks - this total equates to around 48% of the net asset value at the end of 2011 ("Opening Net Asset Value") and approximately 74% of the Company's market capitalisation at the time of the November 2011 general meeting to approve the realisation strategy ("Opening Market Capitalisation").

The Company has today announced proposals to change its investment policy to enable it to invest in opportunities in the energy sector and full details are included in a circular which is being sent to shareholders today.  The Company would continue its realisation programme in respect of its existing portfolio and the disposal proceeds (net of any amount required for working capital purposes) would then be invested in accordance with the proposed investment policy.

The financial information in respect of the six months ended 30 June 2015 has been prepared on the basis of the realisation strategy applicable to that period.

The movement in net asset value during the first half of 2015 was as follows:

 Key performance indicators

The following are the key performance indicators for the first half of 2015:

Cash realisations from the portfolio in the period were as follows:

In the first half of 2015 the proceeds of £26.6 million arose principally from:

· the sale of five fund positions in the secondary market - £9.2 million;

· distributions from funds (including Voreda Real Estate) - £7.4 million;

· the sale of part of our holding in Weatherford International - £3.8 million. We sold 426,000 shares (23% of our shareholding at the start of the year) and currently have 1,419,000 shares in this US quoted oilfield services company; and

· the sale of ChyronHego Corporation (one of our US quoted investments) - £5.1 million.

Follow-on investments included £0.3 million to provide working capital for Elateral, one of our UK direct investments.

For the six months to 30 June 2015, the gains and losses on our portfolio were as follows:

Approximately 61% of the portfolio at 30 June 2015 is denominated in US dollars (31 December 2014: 64%). The slightly weaker US dollar against pound sterling at 30 June 2015 compared to 31 December 2014 resulted in an unrealised foreign currency loss of £0.7 million (2014: unrealised loss of £3.0 million). As is common practice in private equity investment, it is the Board's current policy not to hedge the Company's underlying non-sterling investments.

Details of our ten largest investments by valuation at 30 June 2015, representing approximately 84% of the total portfolio, are set out on page 6.

Financial position

At 30 June 2015 we had liquid assets of £48.5 million (31 December 2014: £29.6 million), being net cash of £35.3 million (31 December 2014: £9.2 million) and quoted securities of £13.2 million (31 December 2014: £20.4 million). Outstanding commitments to funds were £4.1 million, down from £7.0 million at the end of 2014.

Principal risks and uncertainties

The principal risks and uncertainties that affect the Group are described on pages 10 and 11 of the Group's Annual Report for the year ended 31 December 2014. These are still considered the most relevant risks and uncertainties which the Group faces and they could have an impact on the Group's performance in the second half of the financial year.

There are a number of risks which could adversely affect the business of the Group, the most significant of which in the context of current market conditions are:

· The Group is subject to economic factors (such as the market demands of the sectors in which its investments operate) which may negatively impact the performance and growth rates of the Company's investments and which may result in the Company's Net Asset Value and net income declining.

· A lack of liquidity in the capital markets and an increased aversion to risk on the part of potential buyers could mean that the Company may not be able to realise its investments in line with planned timings and values. Under the existing realisation strategy, this could impact the timing and amount of capital returned to shareholders.

· The Group is subject to the impact of changes in market prices for its quoted investments, as well as to movements in interest rates and exchange rates. A significant proportion of our investment portfolio is denominated in a currency other than pounds sterling, principally US dollars. It is the Board's current policy not to hedge the Company's underlying non-sterling investments.

· The experience of the management team is a key factor in mitigating our risk of loss on individual investments.

Outlook

The performance of the investment portfolio and the realisation strategies around individual assets continue to progress and produce results.

Nick Friedlos

Director

24 July 2015

LMS Capital plc

Principal investments by valuation - 30 June 2015

*A portfolio company of San Francisco Equity Partners.

Condensed consolidated income statement

The notes on pages 12 to 15 form part of these financial statements.

Condensed consolidated statement of comprehensive income

The notes on pages 12 to 15 form part of these financial statements.

Condensed consolidated statement of financial position

The financial statements on pages 7 to 15 were approved by the Board on 24 July 2015 and were signed on its behalf by:

N Friedlos

Director

The notes on pages 12 to 15 form part of these financial statements.

Condensed consolidated statement of changes in equity

Six months ended 30 June 2015

Six months ended 30 June 2014

The notes on pages 12 to 15 form part of these financial statements.

Condensed consolidated cash flow statement

The notes on pages 12 to 15 form part of these financial statements.

Notes to the financial information

1. Principal accounting policies

Reporting entity

LMS Capital plc ("the Company") is domiciled in the United Kingdom. These condensed consolidated financial statements are presented in pounds sterling because that is the currency of the principal economic environment of the Company's operations. The condensed consolidated financial statements of the Company for the six months ended 30 June 2015 comprise the Company and its subsidiaries (together "the Group").

These condensed consolidated financial statements do not constitute the statutory accounts of the Group within the meaning of section 434(3) and 435(3) of the Companies Act 2006. The comparative figures for the financial year ended 31 December 2014 are not the Company's statutory accounts for that financial year. Those accounts have been reported on by the Company's auditor and delivered to the registrar of companies. The report of the auditor on the Company's statutory accounts for the financial year ended 31 December 2014 was (i) unqualified and (ii) drew attention by way of emphasis without qualifying their report to the accounts no longer being prepared on a going concern basis and (iii) did not contain a statement under section 498(2) or (3) of the Companies Act 2006.

The Company was formed on 17 March 2006 and commenced operations on 9 June 2006 when it received the demerged investment division of London Merchant Securities. The consolidated financial statements are prepared as if the Group had always been in existence. The difference between the nominal value of the Company's shares issued and the amount of the net assets acquired at the date of demerger has been credited to merger reserve.

Statement of compliance

These condensed consolidated financial statements have been prepared in accordance with IAS 34: Interim Financial Reporting as adopted by the EU. They do not include all of the information required for full annual financial statements and should be read in conjunction with the annual financial statements for the year ended 31 December 2014 which were prepared in accordance with International Financial Reporting Standards as adopted by the EU ("Adopted IFRS").

As required by the Disclosure and Transparency Rules of the Financial Conduct Authority, the condensed consolidated financial statements have been prepared applying the accounting policies and presentation that were applied in the preparation of the Company's published consolidated financial statements for the year ended 31 December 2014.

On 30 November 2011 the shareholders approved a change in the investment policy of the Company with the objective of conducting an orderly realisation of the assets of the Company in a manner that seeks to achieve a balance between an efficient return of cash to shareholders and maximising the value of the Company's investments. Under the current realisation strategy, the Directors intend to liquidate the Company following the realisation and settlement of the remaining net assets, which may be over a number of years, and therefore these condensed consolidated financial statements have not been prepared on a going concern basis.

1. Principal accounting policies (continued)

Taking account of the financial resources available to the Group, the directors believe that the Group is well placed to manage its business risks successfully despite the current uncertain economic outlook. After making enquiries the directors have a reasonable expectation that the Company and the Group have adequate resources for the foreseeable future.

These condensed consolidated financial statements were approved by the Board of Directors on • July 2015.

Significant accounting policies

The significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements for the year ended 31 December 2014.

Basis of consolidation

The Group financial statements comprise the financial statements of the Company and its subsidiary undertakings up to 30 June 2015. Investments measured at fair value through profit or loss are held through a series of intermediate holding companies which are consolidated within the Group financial statements. Note 6 includes details of the companies included in the consolidated financial information.

Use of estimates and judgements

The preparation of condensed consolidated financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

2. Investments

The carrying amounts and gains and losses on investments were as follows:

2. Investments (continued)

3. Earnings per ordinary share

The calculation of the basic and diluted earnings per share, in accordance with IAS 33, is based on the following data:

4. Capital commitments

The outstanding commitments to funds comprise unpaid calls in respect of funds where a member of the Group is a limited partner.

5. Related party transactions

Transactions with related parties during the period were consistent in nature and scope with those disclosed in Note 19 to the Group's annual financial statements for the year ended 31 December 2014.

6. Subsidiaries

The Group's principal subsidiaries are as follows:

In addition to the above, certain of the Group's carried interest arrangements are operated through five limited partnerships (LMS Capital 2007 LP, LMS Capital 2008 LP, LMS Capital 2009 LP, LMS Capital 2010 LP and LMS Capital 2011 LP) which are registered in Bermuda.

Statement of Directors' responsibilities

The Directors who served during the six months ended 30 June 2015 and their respective responsibilities are as set out on page 12 of the Group's Annual Report for the year ended 31 December 2014.

We confirm that to the best of our knowledge:

a the condensed consolidated financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU; and

b the interim management report includes a fair review of the information required by:

i DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the current financial year and their impact on the condensed consolidated financial statements, and a description of the principal risks and uncertainties for the remaining six months of the year; and

ii DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the Group during that period; and any changes in the related party transactions described in the last annual report that could do so.

24 July 2015

Independent review report to LMS Capital plc

Introduction

We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2015 which comprises the condensed consolidated income statement, the condensed consolidated statement of comprehensive income, the condensed consolidated statement of financial position, the condensed consolidated statement of changes in equity, the condensed consolidated cash flow statement and the related explanatory notes. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

This report is made solely to the Company in accordance with the terms of our engagement to assist the Company in meeting the requirements of the Disclosure and Transparency Rules ("the DTR") of the UK's Financial Conduct Authority ("the UK FCA"). Our review has been undertaken so that we might state to the Company those matters we are required to state to it in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company for our review work, for this report, or for the conclusions we have reached.

Directors' responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the half-yearly financial report in accordance with the DTR of the UK FCA.

As disclosed in note 1, the annual financial statements of the Group are prepared in accordance with IFRSs as adopted by the EU. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU.

Our responsibility

Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.

Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the Auditing Practices Board for use in the UK. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2015 is not prepared, in all material respects, in accordance with IAS 34 as adopted by the EU and the DTR of the UK FCA.

Iain Bannatyne

for and on behalf of KPMG LLPChartered Accountants15 Canada Square

London E14 5GL

24 July 2015