TIDMSVI

RNS Number : 8720V

SVG Capital PLC

02 February 2017

Registered Office:

Kean House

6 Kean Street

London WC2B 4AS

Tel +44 (0)20 3457 0000

Fax +44 (0)20 3457 0009

www.svgcapital.com

Press Release

For immediate release 2 February 2017

Preliminary Results for the 45 weeks to 9 December 2016

Highlights:

   --     45% total shareholder return since 31 January 2016 
   --     10% net asset per share growth to 719p (GBP1,125m) 

- Performance was driven by continued strong performance of the investment portfolio and the sale of the investment portfolio to HarbourVest

   -   Aggregate consideration of GBP807m 
   -   0.6% premium to the 31 July 2016 valuation of the investment portfolio 
   --     Return of capital to shareholders and the orderly wind-up of the Company 
   -    GBP1,050m through a series of three tender offers at 715p per share[1] 
   -   GBP350m returned to shareholders on 16 December 2016 
   -   Up to GBP300m tender offer in February 2017 
   -   Up to GBP400m tender offer in March/April 2017 

- Following this series of tender offers, the total amount returned to shareholders since December 2011 will be GBP1.7bn

   -    The winding-up of the Company will complete the return of value to shareholders 

Andrew Sykes, Chairman, commented: "SVG Capital has reported another period of strong growth, with net assets per share increasing by 10% and the share price appreciating by 45%.

"Following shareholder approval of the sale of the investment portfolio and return of value in December 2016, we have worked hard to deliver on our commitment to return GBP1,050 million to shareholders at a share price of 715p by the end of April 2017. This has made good progress, with the first tender offer of GBP350 million completed on 16 December 2016.

"The SVG Capital management team have worked extremely hard since the financial crisis, at first returning the Company to a position of strength and thereafter driving a strategy of selective investment in high quality and sought after opportunities. It is absolutely in their character that they have completed their roles by ensuring that value was maximised for all shareholders with the sale of the investment portfolio at a premium to net asset value. We wish them all the very best in whatever they go on to do."

For further information, please contact:

SVG Capital plc 020 3457 0000

Alice Kain

Maitland 020 7379 5151

Neil Bennett/Tom Eckersley

Copies of the press release and other corporate information can be found on the company website at: http://www.svgcapital.com

Forward-looking statements - this announcement contains certain forward-looking statements with respect to the portfolio of investments of SVG Capital. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon circumstances that may or may not occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements and forecasts. Nothing in this announcement should be construed as a profit forecast.

Chairman's & CEO's statement

SVG Capital has reported another period of strong growth, with net assets per share increasing by 10% to 719p per share (GBP1,125 million) and the share price appreciating by 45%.

In the six months to July 2016, the Company's investment portfolio continued to build on the strong performance of recent years reporting a total return of 13%. This performance was underpinned by a continued favourable exit market and strong revenue and earnings growth across the investment portfolio and further enhanced by the positive currency benefit of a weak sterling, following the EU referendum in June 2016. The Company also continued to make progress towards its strategic goals, committing to three new funds and completing two new co-investments.

In September 2016, an entity controlled by HarbourVest Partners LLC ("HarbourVest"), a Boston headquartered private equity fund of funds manager, announced an unsolicited full and final cash offer for the Company at 650p per share. Whilst the offer was at a premium to the then share price of the Company, it represented a 16.5% discount to the value of the investment portfolio at 31 July 2016 and in the Board's view materially undervalued the Company and its assets.

The Company had a high quality portfolio with considerable scarcity value and in a very short period of time a number of other highly credible and seasoned private equity investors expressed interest and made offers for some or all of the Company's investment portfolio. After careful consideration and having reviewed the Company's strategic options, the Board concluded that shareholder value would be maximised through the sale of the investment portfolio and an orderly wind-up of the Company.

Accordingly, the Board entered into negotiations with two separate consortia of private equity investors, both of which made offers for some or all of the Company's investment portfolio. These offers represented superior shareholder value than the HarbourVest cash offer of 650p for the Company.

On 18 October, HarbourVest lapsed its offer for the Company, having failed to secure the necessary shareholder support, and agreed to purchase the Company's investment portfolio at a 0.6% premium to the July 2016 valuation of the portfolio. Including the Company's net cash resources, and net of all estimated costs, this equated to an approximate aggregate value per share of 715p, a 10% premium to HarbourVest's original offer of 650p per share and one that valued the Company at GBP1,118 million.

The sale of the investment portfolio and return of value was approved by shareholders in December 2016 and we expect to have returned GBP1,050 million to shareholders at a share price of 715p by the end of April 2017, crystallising a 45% gain for shareholders since 31 January 2016. The winding up of the Company will complete the return of value to shareholders with liquidation distributions expected to be made from Q3 2017.

Through the cycle, the returns generated by top performing private equity managers have outperformed public markets. The listed private equity sector provides a wide range of investors, who are unable to invest directly in the asset class, with access to the returns private equity can generate. However, for much of the Company's 20 year history, the sector has traded at a discount to net asset value, despite strong performance from a number of its constituents, including SVG Capital.

At the same time, we have seen intense interest in acquiring private equity portfolios from an increasing number of investment firms in recent years. In our case, the combination of a high quality portfolio, a share price trading at a persistent discount, coupled with the steep depreciation of sterling and our largest shareholder being prepared to exit its investment, meant that SVG Capital was a highly attractive target for an acquisitive US based secondary investor, such as HarbourVest.

Whilst we will be saddened to see SVG Capital wind-up, the Board's role is always to maximise shareholder value and we are pleased we were able to achieve this in a highly pressurised process. Your management team have worked extremely hard since the financial crisis, at first returning the Company to a position of strength and thereafter driving a strategy of selective investment in high quality and sought after opportunities. It is absolutely in their character that they have completed their roles by ensuring that value was maximised for all shareholders with the sale of the investment portfolio at a premium to net asset value. We wish them all the very best in whatever they go on to do.

Andrew Sykes Lynn Fordham

Chairman Chief Executive

2 February 2017

Financial review

In the 45 week period ended 9 December 2016 the Company's NAV rose by 10% to 719p per share.

Sale of investment portfolio

During the period, the Board recommended the sale of substantially all of the Company's investment portfolio to a fund controlled by HarbourVest and a series of tender offers (and associated repurchases) to return cash to shareholders, both of which were approved by shareholders.

Including the Company's net cash resources, and net of all estimated costs, the agreed sale of the investment portfolio equated to an approximate aggregate value per share of 715p. The small increase in net asset value per share to 719p at the period end is predominantly a result of lower than estimated costs associated with winding up the Company.

Tender Offers

The Company will return value to shareholders via a series of three tender offers (and associated repurchases) at 715p per share. The first tender offer of GBP350 million completed on 16 December 2016. The Company had originally expected to launch the second and third tender offers for an amount of up to GBP350 million each. However, as a result of the distributable reserves position of the Company, the second tender offer is for an amount of up to GBP300 million and therefore the third tender offer is expected to be for an amount of up to GBP400 million (totalling GBP700 million as originally expected).The second tender offer will take place in February 2017 and the third tender offer is expected in March/April 2017. A reduction of capital is required in order to create sufficient distributable reserves to enable the Company to carry out the third tender offer and is subject to approval from shareholders and the court. Thereafter, the Company intends to proceed with an orderly liquidation process.

Cash balances and borrowings

The Company had cash balances of GBP334 million at 9 December 2016. The Company also cancelled its undrawn revolving credit facility (RCF) of EUR300 million following the announced sale of its portfolio investments.

Uncalled commitments

Uncalled commitments increased to GBP339 million at 9 December 2016 from GBP332 million at 31 January 2016, mainly reflecting new commitments to AEA Investors, L Catterton and Cinven VI, partially offset by the reduction in commitments arising from the unconditional agreement to dispose of a number of fund interests to HarbourVest, as well as calls paid during the period.

The Company has a strong balance sheet and, subsequent to the balance sheet date, the Company has transferred all of the remaining fund commitments.

 
                                         9 December 2016   31 Jan 2016 
 Investment portfolio                            GBP293m       GBP763m 
                                        ----------------  ------------ 
 Cash                                            GBP334m       GBP330m 
                                        ----------------  ------------ 
 Other assets                                    GBP523m         GBP1m 
                                        ----------------  ------------ 
 Total assets                                  GBP1,150m     GBP1,094m 
                                        ----------------  ------------ 
 Convertible bonds                                     -      (GBP39m) 
                                        ----------------  ------------ 
 Other liabilities                              (GBP25m)       (GBP3m) 
                                        ----------------  ------------ 
 Net assets                                    GBP1,125m     GBP1,052m 
                                        ----------------  ------------ 
 Net assets per share                               719p          654p 
                                        ----------------  ------------ 
 
 Gross debt as a % of gross assets                     -            4% 
                                        ----------------  ------------ 
 Net (cash)/debt as a % of net assets              (30%)         (28%) 
                                        ----------------  ------------ 
 Loan to value ratio (maximum of 30%)                  -             - 
                                        ----------------  ------------ 
 

Asset transfers

With the exception of one small unquoted company, the entire investment portfolio has been sold and in due course the realised proceeds, net of costs, will be returned to shareholders. The Board expects the sale of the remaining unquoted company to take place before the Company enters into liquidation in the second quarter of 2017.

Winding-up

It is expected that the Company will hold a general meeting to approve the winding up resolution on or after 31 May 2017. Distributions are expected to be made as part of the winding up of the Company from Q3 2017.

Principal risks and uncertainties

The Companies Act and FRC require companies to disclose the principal risks and uncertainties the Company faces.

'Principal risks and uncertainties' are defined by the Board as risks with the highest overall potential to affect the achievement of the Company's business objectives. These objectives include: ensuring the ability to meet liabilities as they fall due and meet liabilities in full; and achieving target returns.

Following the Company's change of strategy and now that the sale of the Company's investment portfolio is virtually complete, the principal risks and uncertainties the Company faces relate to the winding-down of the Company's business.

Cash and near-cash holdings

As the Company sells its investment assets in exchange for cash, there is a risk that a counter-party holding cash or near cash holdings fails or charges the Company for taking deposits. Cash and near cash holdings are predominantly held with a number of different institutions in a variety of AAA-rated money market funds denominated in sterling. Such funds can be redeemed on the same day.

Loss of Investment Trust Status

As the Company sells its investment assets in exchange for cash, there is a risk that the Company will lose its investment trust status. This would result in the Company being liable for corporation tax on gains generated by the sale of assets. The Company believes that it will maintain its investment trust status for the current period to 9 December 2016. Gains generated by the sale of assets in the first closing are therefore not expected to be subject to corporation tax. The Company has substantial losses to help mitigate any gains generated by subsequent sales of assets in the event that it is deemed that the Company subsequently loses its investment trust status. There is a risk that losses may no longer be available to the Company to offset gains under change of ownership rules. No such change of ownership has occurred as at 30 January, but there can be no guarantee that a change of ownership event will not occur in the future.

Liquidation of the Company

The Company intends to seek shareholder approval of the appointment of a liquidator at a shareholder meeting on or around 31 May 2017. While management has undertaken an exercise to identify all liabilities of the Company, there can be no guarantee that unforeseen liabilities or operating costs will not arise which may impact the amount available for distribution to shareholders.

Reduction in size of the Company

The tender offer that took place in December and the proposed two tender offers due to take place in 2017 will reduce the size of the Company. This may affect the liquidity of the shares.

Cyber security threats

The potential loss of operation of core systems or sensitive data would lead to damage and disruption to our business. This risk was assessed as stable in the year. The following steps have been taken to mitigate this risk: an IT consultant has been retained to assist with the monitoring of the Group's information security monitoring system (ISMS) which identifies material risks and threats to them; a Group employee has been assigned the responsibility of Information Security Officer to ensure the ISMS is maintained and implemented; a non-executive Director, Simon Bax, has been appointed as the Board's representative to monitor the ISMS; ongoing staff training to identify potential threats and prevent unauthorised access is provided; a culture of awareness is promoted through ongoing communication of issues and methods of dealing with potential threats.

Statement of Directors' responsibilities

Each of the Directors, whose names and functions are set out in this report, confirms that, to the best of their knowledge:

-- the condensed accounts, which have been prepared in accordance with IFRS as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and net return of the Company; and

-- the Report of the Directors 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 it faces.

The Directors of SVG Capital plc and their functions are listed below:

Andrew Sykes, Chairman

Lynn Fordham, Chief Executive

Simon Bax, Non--executive Director

Stephen Duckett, Non--executive Director

Helen Mahy, Non--executive Director

David Robins, Non--executive Director

Consolidated statement of comprehensive income

 
                                      For the period ended                  For the year ended 
                                         9 December 2016                       31 January 2016 
                                           (unaudited)                            (audited) 
                          -------------------------------------------  ----------------------------  ------------- 
                                Revenue        Capital                       Revenue        Capital 
                                 return         return          Total         return         return          Total 
                   Notes        GBP'000        GBP'000        GBP'000        GBP'000        GBP'000        GBP'000 
----------------  ------  -------------  -------------  -------------  -------------  -------------  ------------- 
 Gains on 
  investments at 
  fair value 
  through profit 
  and loss                            -        112,677        112,677              -         72,928         72,928 
 Movement in 
  fair value of 
  subsidiaries                        -          (345)          (345)              -        (1,572)        (1,572) 
 Fair value loss 
  of derivative 
  contracts                           -        (8,671)        (8,671) 
 Net foreign 
  currency gains                      -         36,321         36,321              -         12,525         12,525 
                                      -        139,982        139,982              -         83,881         83,881 
----------------  ------  -------------  -------------  -------------  -------------  -------------  ------------- 
 Operating 
 income 
 Investment 
  income                          4,559              -          4,559         33,487              -         33,487 
 Other operating 
  income                            395              -            395              3              -              3 
----------------  ------  -------------  -------------  -------------  -------------  -------------  ------------- 
 Total operating 
  income               3          4,954              -          4,954         33,490              -         33,490 
----------------  ------  -------------  -------------  -------------  -------------  -------------  ------------- 
 Operating 
 expenses 
 Administrative 
  expenses             4       (20,686)       (19,468)       (40,154)       (10,539)              -       (10,539) 
----------------  ------  -------------  -------------  -------------  -------------  -------------  ------------- 
 Total operating 
  expenses                     (20,686)       (19,468)       (40,154)       (10,539)              -       (10,539) 
----------------  ------  -------------  -------------  -------------  -------------  -------------  ------------- 
 Operating 
  profit                       (15,732)       (19,468)       (35,200)         22,951              -         22,951 
 Finance costs         6        (3,574)              -        (3,574)       (14,971)              -       (14,971) 
----------------  ------  -------------  -------------  -------------  -------------  -------------  ------------- 
 (Loss)/profit 
  before tax                   (19,306)        120,514        101,208          7,980         83,881         91,861 
 Tax                                  -          (135)          (135)              -          (852)          (852) 
----------------  ------  -------------  -------------  -------------  -------------  -------------  ------------- 
 (Loss)/profit 
  for the period               (19,306)        120,379        101,073          7,980         83,029         91,009 
 
 Earnings per 
 share 
 From continuing 
 activities 
 Basic                 7                                        64.5p                                        51.6p 
----------------  ------  -------------  -------------  -------------  -------------  -------------  ------------- 
 Diluted               7                                        64.4p                                        51.5p 
----------------  ------  -------------  -------------  -------------  -------------  -------------  ------------- 
 
 

There is no other comprehensive income and therefore the profit for the period is the total comprehensive income for the period.

The total column of this statement represents the Group's income statement, prepared in accordance with IFRS. The supplementary revenue return and capital return columns are both prepared under guidance published by the Association of Investment Companies. All items in the above statement derive from continuing operations.

Company statement of comprehensive income

 
                                      For the period ended                  For the year ended 
                                         9 December 2016                       31 January 2016 
                                           (unaudited)                           (audited) 
                          -------------------------------------------  ----------------------------  ------------- 
                                Revenue        Capital                       Revenue        Capital 
                                 return         return          Total         return         return          Total 
                   Notes        GBP'000        GBP'000        GBP'000        GBP'000        GBP'000        GBP'000 
----------------  ------  -------------  -------------  -------------  -------------  -------------  ------------- 
 Gains on 
  investments at 
  fair value 
  through profit 
  and loss                            -        112,677        112,677              -         72,928         72,928 
 Movement in 
  fair value of 
  subsidiaries                        -        (3,790)        (3,790)              -        (1,572)        (1,572) 
 Fair value loss 
  of derivative 
  contracts                           -        (8,671)        (8,671) 
 Net foreign 
  currency gains                      -         36,321         36,321              -         12,525         12,525 
                                      -        136,537        136,537              -         83,881         83,881 
----------------  ------  -------------  -------------  -------------  -------------  -------------  ------------- 
 Operating 
 income 
 Investment 
  income                          4,559              -          4,559         33,487              -         33,487 
 Other operating 
  income                             30              -             30              3              -              3 
----------------  ------  -------------  -------------  -------------  -------------  -------------  ------------- 
 Total operating 
  income               3          4,589              -          4,589         33,490              -         33,490 
----------------  ------  -------------  -------------  -------------  -------------  -------------  ------------- 
 Operating 
 expenses 
 Administrative 
  expenses             4       (17,069)       (19,468)       (36,537)       (10,419)              -       (10,419) 
----------------  ------  -------------  -------------  -------------  -------------  -------------  ------------- 
 Total operating 
  expenses                     (17,069)       (19,468)       (36,537)       (10,419)              -       (10,419) 
----------------  ------  -------------  -------------  -------------  -------------  -------------  ------------- 
 Operating 
  profit                       (12,480)       (19,468)       (31,948)         23,071              -         23,071 
 Finance costs         6        (3,574)              -        (3,574)       (14,971)              -       (14,971) 
----------------  ------  -------------  -------------  -------------  -------------  -------------  ------------- 
 (Loss)/profit 
  before tax                   (16,054)        117,069        101,015          8,100         83,881         91,981 
 Tax                                  -          (135)          (135)              -          (852)          (852) 
----------------  ------  -------------  -------------  -------------  -------------  -------------  ------------- 
 (Loss)/profit 
  for the period               (16,054)        116,934        100,880          8,100         83,029         91,129 
 
 Earnings per 
 share 
 From continuing 
 activities 
 Basic                 7                                        64.4p                                        51.6p 
----------------  ------  -------------  -------------  -------------  -------------  -------------  ------------- 
 Diluted               7                                        64.3p                                        51.5p 
----------------  ------  -------------  -------------  -------------  -------------  -------------  ------------- 
 
 

There is no other comprehensive income and therefore the profit for the period is the total comprehensive income for the period.

The total column of this statement represents the Company's income statement, prepared in accordance with IFRS. The supplementary revenue return and capital return columns are both prepared under guidance published by the Association of Investment Companies. All items in the above statement derive from continuing operations.

Consolidated statement of changes in equity

 
                                                                                       Share 
                      Share          Own        Share      Revenue      Capital       option     Other(1) 
                    capital       shares      premium      reserve      reserve      reserve     reserves        Total 
                (unaudited)  (unaudited)  (unaudited)  (unaudited)  (unaudited)  (unaudited)  (unaudited)  (unaudited) 
                    GBP'000      GBP'000      GBP'000      GBP'000      GBP'000      GBP'000      GBP'000      GBP'000 
--------------  -----------  -----------  -----------  -----------  -----------  -----------  -----------  ----------- 
For the period 
ended 
9 December 
2016 
Balance at 31 
 January 
 2016               231,790        (900)      131,230    (147,130)      809,420       19,356        8,002    1,051,768 
(Loss)/profit 
 for the 
 period                   -            -            -     (19,306)      120,379            -            -      101,073 
Fair value 
 charge of 
 performance 
 share awards             -            -            -            -            -        2,444            -        2,444 
Buy-back of 
 convertible 
 loan notes               -            -            -        4,798            -            -      (4,798)            - 
Purchase of 
 treasury 
 shares                   -      (1,335)            -            -     (29,247)            -            -     (30,582) 
Own shares 
 disposed 
 by EBT to 
 settle 
 performance 
 share awards             -        2,133            -            -      (2,133)            -            -            - 
Cancellation 
 of shares         (60,000)            -            -            -            -            -       60,000            - 
Transfer of 
 previously 
 cancelled 
 shares                   -            -            -            -     (78,618)            -       78,618            - 
Balance at 9 
 December 
 2016               171,790        (102)      131,230    (161,638)      819,801       21,800      141,822    1,124,703 
--------------  -----------  -----------  -----------  -----------  -----------  -----------  -----------  ----------- 
 
 
                                                                                         Share 
                             Share         Own       Share     Revenue     Capital      option    Other(1) 
                           capital      shares     premium     reserve     reserve     reserve    reserves       Total 
                         (audited)   (audited)   (audited)   (audited)   (audited)   (audited)   (audited)   (audited) 
                           GBP'000     GBP'000     GBP'000     GBP'000     GBP'000     GBP'000     GBP'000     GBP'000 
----------------------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ---------- 
For the year ended 
 31 January 2016 
Balance at 31 January 
 2015                      253,724     (1,479)     131,230   (162,664)     871,827      18,911      15,556   1,127,105 
Profit for the year              -           -           -       7,980      83,029           -           -      91,009 
Fair value charge of 
 performance share 
 awards                          -           -           -           -           -         445           -         445 
Buy-back of 
 convertible 
 loan notes                      -           -           -       7,554           -           -     (7,554)           - 
Purchase of treasury 
 shares                          -           -           -           -   (166,791)           -           -   (166,791) 
Own shares disposed 
 by EBT to settle 
 performance share 
 awards                          -         579           -           -       (579)           -           -           - 
Cancellation of shares    (21,934)           -           -           -      21,934           -           -           - 
Balance at 31 January 
 2016                      231,790       (900)     131,230   (147,130)     809,420      19,356       8,002   1,051,768 
----------------------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ---------- 
 
   (1)    Included within other reserves are the capital redemption and convertible loan note reserves 

Company statement of changes in equity

 
                                                                                       Share 
                      Share          Own        Share      Revenue      Capital       option     Other(1) 
                    capital       shares      premium      reserve      reserve      reserve     reserves        Total 
                (unaudited)  (unaudited)  (unaudited)  (unaudited)  (unaudited)  (unaudited)  (unaudited)  (unaudited) 
                    GBP'000      GBP'000      GBP'000      GBP'000      GBP'000      GBP'000      GBP'000      GBP'000 
--------------  -----------  -----------  -----------  -----------  -----------  -----------  -----------  ----------- 
For the period 
ended 
9 December 
2016 
Balance at 31 
 January 
 2016               231,790        (900)      131,230    (147,010)      809,420       19,356        8,002    1,051,888 
(Loss)/profit 
 for the 
 period                   -            -            -     (16,054)      116,934            -            -      100,880 
Fair value 
 charge of 
 performance 
 share awards             -            -            -            -            -        2,444            -        2,444 
Buy-back of 
 convertible 
 loan notes               -            -            -        4,798            -            -      (4,798)            - 
Purchase of 
 treasury 
 shares                   -      (1,335)            -            -     (29,247)            -            -     (30,582) 
Own shares 
 disposed 
 by EBT to 
 settle 
 performance 
 share awards             -        2,133            -            -      (2,133)            -            -            - 
Cancellation 
 of shares         (60,000)            -            -            -            -            -       60,000            - 
Transfer of 
 previously 
 cancelled 
 shares                   -            -            -            -     (78,618)            -       78,618            - 
Balance at 9 
 December 
 2016               171,790        (102)      131,230    (158,266)      816,356       21,800      141,822    1,124,630 
--------------  -----------  -----------  -----------  -----------  -----------  -----------  -----------  ----------- 
 
 
                                                                                         Share 
                             Share         Own       Share     Revenue     Capital      option    Other(1) 
                           capital      shares     premium     reserve     reserve     reserve    reserves       Total 
                         (audited)   (audited)   (audited)   (audited)   (audited)   (audited)   (audited)   (audited) 
                           GBP'000     GBP'000     GBP'000     GBP'000     GBP'000     GBP'000     GBP'000     GBP'000 
----------------------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ---------- 
For the year ended 
 31 January 2016 
Balance at 31 January 
 2015                      253,724     (1,479)     131,230   (162,664)     871,827      18,911      15,556   1,127,105 
Profit for the year              -           -           -       8,100      83,029           -           -      91,129 
Fair value charge of 
 performance share 
 awards                          -           -           -           -           -         445           -         445 
Buy-back of 
 convertible 
 loan notes                      -           -           -       7,554           -           -     (7,554)           - 
Purchase of treasury 
 shares                          -           -           -           -   (166,791)           -           -   (166,791) 
Own shares disposed 
 by EBT to settle 
 performance share 
 awards                          -         579           -           -       (579)           -           -           - 
Cancellation of shares    (21,934)           -           -           -      21,934           -           -           - 
Balance at 31 January 
 2016                      231,790       (900)     131,230   (147,010)     809,420      19,356       8,002   1,051,888 
----------------------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ---------- 
 
   (1)    Included within other reserves are the capital redemption and convertible loan note reserves 

Consolidated balance sheet

 
                                                                 As at          As at 
                                                            9 December     31 January 
                                                                  2016           2016 
                                                           (unaudited)      (audited) 
                                                 Notes         GBP'000        GBP'000 
----------------------------------------------  ------  --------------  ------------- 
 Non-current assets 
 Investments designated as fair value through 
  profit and loss                                    8               -        763,455 
 Investment in subsidiaries                          9               -             79 
                                                                     -        763,534 
----------------------------------------------  ------  --------------  ------------- 
 Current assets 
 Investments designated as fair value through 
  profit and loss                                    8         292,840              - 
 Other receivables                                             523,204            362 
 Cash and cash equivalents                                     333,778        330,367 
----------------------------------------------  ------  --------------  ------------- 
                                                             1,149,822        330,729 
----------------------------------------------  ------  --------------  ------------- 
 
 Total assets                                                1,149,822      1,094,263 
----------------------------------------------  ------  --------------  ------------- 
 
 Current liabilities 
 Convertible loan notes                             10               -       (38,732) 
 Other payables                                               (14,623)        (3,763) 
 Provision for liquidation costs                              (10,496)              - 
                                                              (25,119)       (42,495) 
----------------------------------------------  ------  --------------  ------------- 
 
 Net assets                                                  1,124,703      1,051,768 
----------------------------------------------  ------  --------------  ------------- 
 
 Equity 
 Called up share capital                            11         171,790        231,790 
 Own shares                                                      (102)          (900) 
 Share premium account                                         131,230        131,230 
 Capital redemption reserve                                    141,822          3,204 
 Share option reserve                                           21,800         19,356 
 Convertible loan notes - equity                                     -          4,798 
 Capital reserve                                               819,801        809,420 
 Revenue reserve                                             (161,638)      (147,130) 
----------------------------------------------  ------  --------------  ------------- 
 Shareholders' funds                                         1,124,703      1,051,768 
----------------------------------------------  ------  --------------  ------------- 
 
 
 Net asset value per ordinary share 
 - undiluted                                        13          720.6p         657.4p 
 - diluted                                          13          719.3p         653.5p 
----------------------------------------------  ------  --------------  ------------- 
 

Company balance sheet

 
                                                                 As at          As at 
                                                            9 December     31 January 
                                                                  2016           2016 
                                                           (unaudited)      (audited) 
                                                 Notes         GBP'000        GBP'000 
----------------------------------------------  ------  --------------  ------------- 
 Non-current assets 
 Investments designated as fair value through 
  profit and loss                                    8               -        763,455 
 Investment in subsidiaries                          9               -          1,329 
                                                                     -        764,784 
----------------------------------------------  ------  --------------  ------------- 
 Current assets 
 Investments designated as fair value through 
  profit and loss                                    8         292,840              - 
 Other receivables                                             528,081            259 
 Cash and cash equivalents                                     325,353        329,452 
----------------------------------------------  ------  --------------  ------------- 
                                                             1,146,274        329,711 
----------------------------------------------  ------  --------------  ------------- 
 
 Total assets                                                1,146,274      1,094,495 
----------------------------------------------  ------  --------------  ------------- 
 
 Current liabilities 
 Convertible loan notes                             10               -       (38,732) 
 Other payables                                               (15,324)        (3,875) 
 Provision for liquidation costs                               (6,320)              - 
                                                              (21,644)       (42,607) 
----------------------------------------------  ------  --------------  ------------- 
 
 Net assets                                                  1,124,630      1,051,888 
----------------------------------------------  ------  --------------  ------------- 
 
 Equity 
 Called up share capital                            11         171,790        231,790 
 Own shares                                                      (102)          (900) 
 Share premium account                                         131,230        131,230 
 Capital redemption reserve                                    141,822          3,204 
 Share option reserve                                           21,800         19,356 
 Convertible loan notes - equity                                     -          4,798 
 Capital reserve                                               816,356        809,420 
 Revenue reserve                                             (158,266)      (147,010) 
----------------------------------------------  ------  --------------  ------------- 
 Shareholders' funds                                         1,124,630      1,051,888 
----------------------------------------------  ------  --------------  ------------- 
 
 
 Net asset value per ordinary share 
 - undiluted                                        13          720.5p         657.5p 
 - diluted                                          13          719.2p         653.6p 
----------------------------------------------  ------  --------------  ------------- 
 

Consolidated cash flow statement

 
                                                          For the 
                                                           period       For the 
                                                            ended    year ended 
                                                       9 December    31 January 
                                                             2016          2016 
                                                      (unaudited)     (audited) 
                                                          GBP'000       GBP'000 
-------------------------------------------------   -------------  ------------ 
 Operating activities 
 Interest income                                            3,245         1,117 
 Dividends from subsidiaries                                    -           902 
 Dividends from associates                                      -        11,973 
 Income distributions                                       1,489        19,783 
 Expenses                                                (22,081)      (11,786) 
 Finance costs                                           (12,790)       (7,535) 
 Tax paid                                                   (135)         (852) 
 Net cash (used in)/ generated from operating 
  activities                                             (30,272)        13,602 
--------------------------------------------------  -------------  ------------ 
 Investing activities 
 Capital distributions from private equity 
  investments                                             215,627       466,708 
 Calls paid to private equity investments               (155,500)      (93,576) 
 Consideration received on disposal of associate                -        29,959 
 Capital distributions from subsidiaries upon 
  liquidation                                                  95           449 
 Investment in subsidiaries                                 (361)         (841) 
 Net cash generated from investing activities              59,861       402,699 
--------------------------------------------------  -------------  ------------ 
 Financing 
 Purchase of own shares into treasury or for 
  cancellation                                           (23,434)     (166,228) 
 Tender offer costs                                             -         (406) 
 Buy-back of convertible loan-notes                      (39,100)      (66,772) 
 Settlement of foreign exchange trades                      (381)           110 
 Net cash used in financing activities                   (62,915)     (233,296) 
--------------------------------------------------  -------------  ------------ 
 Net (decrease)/increase in cash and cash 
  equivalents                                            (33,326)       183,005 
 Cash and cash equivalents at beginning of 
  period                                                  330,367       134,912 
 Effect of foreign exchange rates on cash 
  and cash equivalents                                     36,737        12,450 
--------------------------------------------------  -------------  ------------ 
 Cash and cash equivalents at end of period               333,778       330,367 
--------------------------------------------------  -------------  ------------ 
 

Company cash flow statement

 
                                                          For the 
                                                           period       For the 
                                                            ended    year ended 
                                                       9 December    31 January 
                                                             2016          2016 
                                                      (unaudited)     (audited) 
                                                          GBP'000       GBP'000 
-------------------------------------------------   -------------  ------------ 
 Operating activities 
 Interest income                                            3,244         1,117 
 Dividends from subsidiaries                                    -           902 
 Dividends from associates                                      -        11,973 
 Income distributions                                       1,489        19,783 
 Expenses                                                (18,507)      (11,370) 
 Finance costs                                           (12,790)       (7,535) 
 Tax paid                                                   (135)         (852) 
 Net cash (used in)/generated from operating 
  activities                                             (26,699)        14,018 
--------------------------------------------------  -------------  ------------ 
 Investing activities 
 Capital distributions from core portfolio                215,627       466,708 
 Calls paid to non-core portfolio                       (155,500)      (93,576) 
 Consideration received on disposal of associate                -        29,959 
 Capital distributions from subsidiaries upon 
  liquidation                                                  95           449 
 Investment in subsidiaries                               (1,611)       (2,091) 
 Loans to subsidiaries                                    (9,833)          (81) 
 Net cash generated from investing activities              48,778       401,368 
--------------------------------------------------  -------------  ------------ 
 Financing 
 Purchase of own shares into treasury or for 
  cancellation                                           (23,434)     (166,228) 
 Tender offer costs                                             -         (406) 
 Buy-back of convertible loan-notes                      (39,100)      (66,772) 
 Settlement of foreign exchange trades                      (381)           110 
 Net cash used in financing activities                   (62,915)     (233,296) 
--------------------------------------------------  -------------  ------------ 
 Net (decrease)/increase in cash and cash 
  equivalents                                            (40,836)       182,090 
 Cash and cash equivalents at beginning of 
  period                                                  329,452       134,912 
 Effect of foreign exchange rates on cash 
  and cash equivalents                                     36,737        12,450 
--------------------------------------------------  -------------  ------------ 
 Cash and cash equivalents at end of period               325,353       329,452 
--------------------------------------------------  -------------  ------------ 
 

Notes

1 General information

The preliminary results for the period ended 9 December 2016 are unaudited, and represent the annual financial report announcement, which is regulated information. The financial information included in this statement does not constitute the Company's statutory accounts within the meaning of Section 435 of the Companies Act 2006. The information given as comparative figures for the year ended 31 January 2016 does not constitute the Company's statutory accounts for that financial period. Statutory accounts for the year ended 31 January 2016, prepared in accordance with IFRS as adopted by the European Union, have been reported on by the Company's auditors and delivered to the Registrar of Companies. The report of the auditors was unqualified, did not include a reference to any matters to which the auditors drew attention by way of emphasis of matter and did not contain a statement under Section 498 (2) or (3) of the Companies Act 2006.

This statement was approved by the Board of Directors on 2 February 2017. The audit report on the full financial statements has not yet been signed.

2 Accounting policies

Basis of preparation

In the current period the Company agreed to transfer all but one of its investments to HarbourVest, and following this transfer it is the intention of the Board to distribute proceeds, once liabilities have been settled, to investors and put the Group into liquidation. Therefore these accounts have been prepared on a liquidation basis rather than on a going concern basis. Assets have been stated at their recoverable amounts and liabilities have been stated at their settlement values. All non-current items have been reclassified as current items, and all expected liquidation expenses have been accrued at the period end.

In addition, and in order to safeguard the investment trust status of SVG Capital plc, the period end was changed from 31 January to 9 December, a date which coincides with the unconditional agreement to transfer the first tranche of investment assets to HarbourVest and the crystallisation of associated realised gains. As a result of this reporting date change, performance for the current period is measured over a period of less than 12 months, compared to the 12 month period for the prior year results, and therefore amounts provided in these financial statements are not entirely comparable.

The Group and Company financial statements are presented in sterling and all values are rounded to the nearest thousand pounds (GBP'000) except when otherwise indicated.

The directors do not propose a dividend for the period ended 9 December 2016 (31 January 2016: GBPnil).

3 Operating income

 
                                                    For the        For the        For the 
                                                     period         period           year        For the 
                                                      ended          ended          ended     year ended 
                                                 9 December     9 December     31 January     31 January 
                                                       2016           2016           2016           2016 
                                                      Group        Company          Group        Company 
                                                (unaudited)    (unaudited)    (unaudited)    (unaudited) 
                                                    GBP'000        GBP'000        GBP'000        GBP'000 
--------------------------------------------  -------------  -------------  -------------  ------------- 
 Income from investments: 
 Dividends from subsidiaries                              -              -            902            902 
 Dividends from associates                                -              -         11,973         11,973 
 Income from money market instruments                   928            928            327            327 
 Interest from fund investments                       2,141          2,141            502            502 
 Other income from funds and co-investments           1,490          1,490         19,783         19,783 
 Other operating income: 
 Other interest receivable and other 
  income                                                395             30              3              3 
                                                      4,954          4,589         33,490         33,490 
--------------------------------------------  -------------  -------------  -------------  ------------- 
 Represented by: 
 Interest                                             3,099          3,099            832            832 
 Dividends from subsidiaries and associates               -              -         12,875         12,875 
 Other income from funds and co-investments           1,855          1,490         19,783         19,783 
                                                      4,954          4,589         33,490         33,490 
--------------------------------------------  -------------  -------------  -------------  ------------- 
 

4 Administrative expenses

 
                                               For the        For the        For the 
                                                period         period           year        For the 
                                                 ended          ended          ended     year ended 
                                            9 December     9 December     31 January     31 January 
                                                  2016           2016           2016           2016 
                                                 Group        Company          Group        Company 
                                           (unaudited)    (unaudited)    (unaudited)    (unaudited) 
                                               GBP'000        GBP'000        GBP'000        GBP'000 
---------------------------------------  -------------  -------------  -------------  ------------- 
 Fees payable to Aberdeen SVG                       12             12          3,551          3,551 
 Fees payable to SVGC Managers Limited               -          4,933              -          1,813 
 Staff costs                                     6,113              -          2,890          1,482 
 Directors' remuneration                           274            274            300            300 
 Performance shares and options fair 
  value charge                                   2,444          1,499            445            445 
 General expenses                                6,104          8,713          3,198          2,688 
 Costs related to transfer of assets 
  to HarbourVest 
 - Advisor fees                                  8,000          8,000              -              - 
 - Legal fees                                    4,100          4,100              -              - 
 - Other transaction costs                       7,368          7,368              -              - 
 Estimated liquidation costs 
 - Liquidation professional fees                   180            180              -              - 
 - Other operating costs to wind up              5,283          1,182              -              - 
 Auditors' remuneration 
 - Statutory audit fees: Company                    85             85             98             98 
 - Statutory audit fees: subsidiaries                -              -             15              - 
 - Tax advisory services                            40             40             20             20 
 - Assurance services: interim report 
  review                                            36             36             22             22 
 - Advisory services: NAV basis and 
  comfort letter                                   115            115              -              - 
                                                40,154         36,537         10,539         10,419 
---------------------------------------  -------------  -------------  -------------  ------------- 
 

5 Staff costs

 
                                     For the 
                                      period        For the        For the        For the 
                                       ended     year ended     year ended     year ended 
                                  9 December     31 January     31 January     31 January 
                                        2016           2016           2016           2016 
                                       Group        Company          Group       Company* 
                                 (unaudited)    (unaudited)    (unaudited)    (unaudited) 
                                     GBP'000        GBP'000        GBP'000        GBP'000 
-----------------------------  -------------  -------------  -------------  ------------- 
 Wages, salaries and bonuses           4,974              -          2,405          1,302 
 Social security costs                   811              -            328            180 
 Pension costs                           195              -            128              - 
 Redundancy costs                         52              -              -              - 
 Other staff costs                        81              -             29              - 
                                       6,113              -          2,890          1,482 
-----------------------------  -------------  -------------  -------------  ------------- 
 

* The staff costs incurred by the Company in the year ended 31 January 2016 relate to accrued staff bonuses for the period to 30 September 2015, payable by the company as part of the agreement to sell the associated investments in Aberdeen SVG.

Pension costs for the year relate to contributions to money purchase schemes for employees of SVGCM. Of the GBP195,000 (31 January 2016: GBP128,000) expense for the period, GBP195,000 is in respect of staff (31 January 2016: GBP115,000) and GBPnil is in respect of Directors (31 January 2016: GBP13,000).

The average number of staff employed by the Group and Company was:

 
                   For the        For the        For the        For the 
                year ended     year ended     year ended     year ended 
                9 December     31 January     31 January     31 January 
                      2016           2016           2016           2016 
                     Group        Company          Group        Company 
               (unaudited)    (unaudited)    (unaudited)    (unaudited) 
                   GBP'000        GBP'000        GBP'000        GBP'000 
-----------  -------------  -------------  -------------  ------------- 
 Employees              22              -             20              - 
                        22              -             20              - 
-----------  -------------  -------------  -------------  ------------- 
 

6 Finance costs

 
                                              For the        For the 
                                               period         period        For the        For the 
                                                ended          ended     year ended     year ended 
                                           9 December     9 December     31 January     31 January 
                                                 2016           2016           2016           2016 
                                                Group        Company          Group        Company 
                                          (unaudited)    (unaudited)    (unaudited)    (unaudited) 
                                              GBP'000        GBP'000        GBP'000        GBP'000 
--------------------------------------  -------------  -------------  -------------  ------------- 
 Convertible loan note interest                 1,111          1,111          4,294          4,294 
 Amortisation of issue and listing 
  costs plus premium to redemption 
  on convertible loan notes                       368            368          1,687          1,687 
 Acceleration of premium on buy-back 
  of convertible loan notes                         -              -          1,304          1,304 
 Loss on buy-back of convertible loan 
  notes                                             -              -          5,222          5,222 
 Loan facility finance and amendment 
  costs                                         1,931          1,931          2,412          2,412 
 Other finance costs                              164            164             52             52 
                                                3,574          3,574         14,971         14,971 
--------------------------------------  -------------  -------------  -------------  ------------- 
 

7 Earnings per share

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

 
                                              For the         For the 
                                               period          period         For the         For the 
                                                ended           ended      year ended      year ended 
                                           9 December      9 December      31 January      31 January 
                                                 2016            2016            2016            2016 
                                                Group         Company           Group         Company 
                                          (unaudited)     (unaudited)     (unaudited)     (unaudited) 
                                              GBP'000         GBP'000         GBP'000         GBP'000 
--------------------------------------  -------------  --------------  --------------  -------------- 
 Earnings for the purposes of basic 
  earnings per share being 
  net profit attributable to equity 
  holders                                     101,073         100,880          91,009          91,129 
 
                                               Number          Number          Number          Number 
 Number of shares 
 Weighted average number of ordinary 
  shares for the purposes 
  of basic earnings per share             156,677,050     156,677,050     176,342,230     176,342,230 
 Share options and performance shares         247,738         247,738         481,938         481,938 
 Weighted average number of ordinary 
  shares for the purposes 
  of diluted earnings per share           156,924,788     156,924,788     176,824,168     176,824,168 
--------------------------------------  -------------  --------------  --------------  -------------- 
 Earnings per share 
 Basic                                          64.5p           64.4p           51.6p           51.7p 
--------------------------------------  -------------  --------------  --------------  -------------- 
 Diluted                                        64.4p           64.3p           51.5p           51.5p 
--------------------------------------  -------------  --------------  --------------  -------------- 
 

The convertible loan notes were exercisable at a strike price of 640p and were, for purposes of calculating the diluted earnings per share, not dilutive for the period 31 January 2016. The convertible loan notes were redeemed in full on their maturity date in June 2016, thus not relevant for the current period calculation.

8 Investments

 
 Group and 
 Company                                         9 December 2016                                     31 January 2016 
                 -----------------------------------------------  -------------------------------------------------- 
 Fair value                Funds          Direct           Total            Funds           Direct           Total 
 through profit        portfolio       portfolio     investments        portfolio        portfolio     investments 
 or loss assets          GBP'000         GBP'000         GBP'000          GBP'000          GBP'000         GBP'000 
---------------  ---------------  --------------  --------------  ---------------  ---------------  -------------- 
 Valuation 
  brought 
  forward                763,455               -         763,455        1,052,766                -       1,052,766 
 Calls and 
  purchases              138,248          17,252         155,500           93,640                -          93,640 
 Distributions 
  and sales*           (738,792)               -       (738,792)        (466,708)                -       (466,708) 
 Gains on 
  investments            112,677               -         112,677           83,757                -          83,757 
 Valuation 
  carried 
  forward                275,588          17,252         292,840          763,455                -         763,455 
---------------  ---------------  --------------  --------------  ---------------  ---------------  -------------- 
 

* The distributions detailed above relate to capital distributions only. Income distributions are taken directly to the income statement.

With the exception of a directly held unquoted investment valued at GBP17.2 million, all of the Group's portfolio investments held at 9 December 2016 were sold and transferred to HarbourVest subsequent to the balance sheet date.

The net gain on investments shown above of GBP112,677,000 included realised gains of GBP54,259,000 relating to assets disposed on in the period, while net gains of investments for the year ending 31 January 2016 of GBP83,757,000 includes realised gains of distributions of GBP146,433,000.

The gain of GBP72,928,000 shown in the Group and Company income statements for the prior period ending 31 January 2016 includes a fair value loss on associate during the period of GBP10,829,000. The investment in associate was disposed in the year ending 31 January 2016.

Unconsolidated structured entities

The Group invests in several investment funds which meet the definition of unconsolidated structured entities in accordance with IFRS 12. 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 the investment portfolio has been sold to HarbourVest post period-end, any loss exposure has been mitigated. However for disclosure purposes, based on the latest available information relating to these funds, the total size of the unconsolidated structured entities at 9 December 2016 is GBP3,056.8 million (31 January 2016 : GBP5,785.9 million).

As at 9 December 2016, the Group'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:

 
  Group and Company                                      Carrying Value at 9 December 2016 
                                    ------------------------------------------------------ 
                                                                 Uncalled          Maximum 
                                      Assets   Liabilities    commitments    loss exposure 
 Balance sheet line item of asset    GBP'000       GBP'000        GBP'000          GBP'000 
----------------------------------  --------  ------------  -------------  --------------- 
 Investments designated as fair 
  value through profit and loss      115,668             -        249,402          365,070 
----------------------------------  --------  ------------  -------------  --------------- 
 
 
   Group and Company                                     Carrying Value at 31 January 2016 
                                    ------------------------------------------------------ 
                                                                 Uncalled          Maximum 
                                      Assets   Liabilities    commitments    loss exposure 
 Balance sheet line item of asset    GBP'000       GBP'000        GBP'000          GBP'000 
----------------------------------  --------  ------------  -------------  --------------- 
 Investments designated as fair 
  value through profit and loss      280,491             -        219,141          499,632 
----------------------------------  --------  ------------  -------------  --------------- 
 

9 Investment in subsidiaries

 
                                                 For the                       For the 
                                                  period        For the           year        For the 
                                                   ended     year ended          ended     year ended 
                                              9 December     9 December     31 January     31 January 
                                                    2016           2016           2016           2016 
                                                   Group        Company          Group        Company 
                                             (unaudited)    (unaudited)    (unaudited)    (unaudited) 
                                                 GBP'000        GBP'000        GBP'000        GBP'000 
-----------------------------------------  -------------  -------------  -------------  ------------- 
 Value at the beginning of the period                 79          1,329          1,259          1,259 
 Investment in subsidiaries                          361          2,556            841          2,091 
 Capital distributions upon liquidation 
  of subsidiaries                                   (95)           (95)          (449)          (449) 
 Fair value (net) losses on subsidiaries           (345)        (3,790)        (1,572)        (1,572) 
 Carrying value at the beginning of 
  the period                                           -              -             79          1,329 
-----------------------------------------  -------------  -------------  -------------  ------------- 
 

The Company is classified as an investment entity and IFRS 10 generally requires that such entities should measure subsidiaries at fair value through profit and loss. However as SVGC Managers Limited provides investment management services to the Company and is not an investment entity itself, it has been consolidated into the SVG Capital plc Group in these financial statements.

During the period, SVG North America Inc. and SVG Advisors Inc. were liquidated.

The remaining subsidiaries in the Group as at 9 December 2016 have been written down to GBPnil, which is considered to be the fair value, ahead of the anticipated liquidation of the Company and all its subsidiaries.

10 Borrowings

 
                              9 December      9 December     31 January     31 January 
                                    2016            2016           2016           2016 
                                   Group         Company          Group        Company 
                             (unaudited)     (unaudited)    (unaudited)    (unaudited) 
                                 GBP'000         GBP'000        GBP'000        GBP'000 
------------------------  --------------  --------------  -------------  ------------- 
 Convertible loan notes                -               -         38,732         38,732 
              -                                        -         38,732         38,732 
 --------------  ---------------------------------------  -------------  ------------- 
 

Loan facility

On 18 October 2016, the Group had cancelled its EUR300.0 million loan facility with Lloyds Bank plc, The Royal Bank of Scotland plc and State Street Bank and Trust Company. The facility remained undrawn throughout both this and prior period.

Convertible loan notes

The convertible loan notes were repaid in full on the maturity date of 5 June 2016. At the previous reporting date, the carrying value of the notes were as follows:

 
                                               31 January     31 January 
                                                     2016           2016 
                                                    Group        Company 
                                              (unaudited)    (unaudited) 
                                                  GBP'000        GBP'000 
----------------------------------------    -------------  ------------- 
 8.25% subordinated convertible loan 
  notes 2016 - nominal                             39,100         39,100 
 Unamortised premium, issue and listing 
  costs                                             (368)          (368) 
                                                   38,732         38,732 
  ----------------------------------------  -------------  ------------- 
 

The loan notes were issued on 5 June 2008 and were redeemable at par on 5 June 2016. At issue the conversion option was valued at GBP14,726,000 and this amount was credited to an equity reserve.

11 Share capital

 
                                                         9 December   31 January 
                                                               2016         2016 
                                                        (unaudited)    (audited) 
 Group and Company                                          GBP'000      GBP'000 
---------------------------------------------------  --------------  ----------- 
 Allotted, called up and fully paid: 
 Opening balance of 231,789,499 shares (31 January 
  2016: 253,723,168 shares)                                 231,790      253,724 
 Cancellation of shares                                    (60,000)     (21,934) 
 Closing balance of 171,789,499 shares (31 January 
  2016: 231,789,499 shares)                                 171,790      231,790 
---------------------------------------------------  --------------  ----------- 
 

During the period, the Company purchased 4.3 million shares through on-market buy-backs. The cost of shares purchased were debited to the Capital Reserve, in addition to professional costs associated to the tender offers scheduled to take place subsequent to the reporting date.

In the current period, no shares (31 January 2016: 0.8 million shares) were transferred from treasury to satisfy the exercise of LTIP awards. At 9 December 2016, the Company held 15,697,529 shares in Treasury (31 January 2016: 71,392,872) and shares held by the SVIIT Employee Benefit Trust and the SVIIT USA Employee Benefit Trust totalled 23,320 (31 January 2016: 417,647).

12 Related party transactions

Lynn Fordham is a member of the Advisory Committees of certain funds in the investment portfolio in which the Group invests. She does not receive fees for these services.

No other Director has any material interest in any other contract that is significant to the Group's business.

The Directors of the Group and their beneficial family interests in the Company's share capital during the period to 9 December 2016 are shown in the Remuneration report.

Related party transactions during the period, if any, were made on terms equivalent to those that prevail in arm's-length transactions.

13 Net asset value per ordinary share ("Shareholders' funds")

 
              9 December     9 December     31 January     31 January 
                    2016           2016           2016           2016 
                   Group        Company          Group        Company 
             (unaudited)    (unaudited)    (unaudited)    (unaudited) 
                 GBP'000        GBP'000        GBP'000        GBP'000 
---------  -------------  -------------  -------------  ------------- 
 Basic            720.6p         720.5p         657.4p         657.5p 
 Diluted          719.3p         719.2p         653.5p         653.6p 
---------  -------------  -------------  -------------  ------------- 
 

Calculations of the net asset values per share are based on Group net assets attributable to equity shareholders of the parent of GBP1,124,703,000, Company net assets of GBP1,129,628,000 (31 January 2016: GBP1,051,768,000 and GBP1,051,888,000) and on 156,086,650 (31 January 2016: 159,978,980) ordinary shares in issue at the year end.

The Group and Company diluted net asset value per share assumes that share options, performance shares and deferred shares with a strike price lower than the undiluted net asset value per share are exercised at the balance sheet date. This would result in the issue of 279,509 ordinary shares (31 January 2016: 781,383) for consideration of GBPnil (31 January 2016: GBP nil).

The convertible loan notes 2016 were exercisable at a strike price of 640p, less than the undiluted net asset value per share, and were therefore dilutive at 31 January 2016. Assuming the conversion was exercised at the previous balance sheet date, this would have resulted in the issue of 6,109,375 ordinary shares and an increase in Group and Company net assets of GBP38,732,000 which was the carrying value of the convertible loan notes as at 31 January 2016. The convertible loan notes were redeemed in full in June 2016 and are therefore not dilutive as at 9 December 2016.

Therefore, the calculation of the diluted net asset value per share is based on Group net assets attributable to equity shareholders of GBP1,124,703,000, Company net assets of GBP1,129,628,000 (31 January 2016: GBP1,090,500,000 and GBP1,090,620,000), and on 156,366,159 (31 January 2016: 166,869,738) ordinary shares in issue at the period end.

Reconciliation of NAV per share - basic

 
                                                           Shares in    Basic NAV 
   Group                                       GBP'000         issue    per share 
------------------------------------------  ----------  ------------  ----------- 
 Opening shareholders' funds                 1,051,768   159,978,980        657.4 
 Disposal of own shares                              -       659,327          n/a 
 Purchase of shares                           (30,582)   (4,551,657)        671.9 
------------------------------------------  ----------  ------------  ----------- 
 Opening balances adjusted for 
  share changes                              1,021,186   156,086,650        654.2 
 Gain attributable to equity shareholders      101,073   156,086,650         64.8 
 Other reserve movements during 
  the year                                       2,444   156,086,650          1.6 
------------------------------------------  ----------  ------------  ----------- 
 Closing shareholders' funds                 1,124,703   156,086,650        720.6 
------------------------------------------  ----------  ------------  ----------- 
 

Reconciliation of NAV per share - diluted

 
                                                           Shares in   Diluted NAV 
   Group                                       GBP'000         issue     per share 
------------------------------------------  ----------  ------------  ------------ 
 Opening shareholders' funds - 
  dilutive basis                             1,090,500   166,869,738         653.5 
 Adjustment re lapses and grants 
  of performance shares                              -     (501,874)           n/a 
 Adjustment re conversion of loan 
  notes 2016                                  (38,732)   (6,109,375)         634.0 
 Disposal of own shares                              -       659,327           n/a 
 Purchase of shares                           (30,582)   (4,551,657)         671.9 
 Opening balances adjusted for 
  share changes                              1,021,186   156,366,159         653.1 
 Gain attributable to equity shareholders      101,073   156,366,159          64.6 
 Other reserve movements during 
  the year                                       2,444   156,366,159           1.6 
------------------------------------------  ----------  ------------  ------------ 
 Closing shareholders' funds - 
  dilutive basis                             1,124,703   156,366,159         719.3 
------------------------------------------  ----------  ------------  ------------ 
 
 

14 Ten largest investments (by value)

 
 Group and Company 
                                                                   9 December   31 January 
                                                                         2016         2016 
                                                                  (unaudited)    (audited) 
  Fund                               Manager/Adviser                  GBP'000      GBP'000 
----------------------------------  --------------------------  -------------  ----------- 
 CCMP Capital Investors III          CCMP                              78,038       52,737 
 Clayton, Dubilier & Rice Fund IX    Clayton, Dubilier & Rice          64,502       31,995 
 FFL Capital Partners IV             FFL                               40,121       18,753 
 Hillman (Co-investment)             CCMP                              26,280       17,579 
 P25                                 APEA                              17,884       27,863 
 WSI (Direct investment)             AEP LP Inc                        17,252            - 
 SV Life Sciences Fund IV            Schroders                         13,574       18,328 
 Eyemart (Co-investment)             FFL                               12,838        8,425 
 AEA Investors Fund VI               AEA                                5,770            - 
 Permira Europe II                   Permira                            5,404        3,399 
                                                                      281,663      179,079 
 -------------------------------------------------------------  -------------  ----------- 
 

15 Post balance sheet events

Since the period-end there has been a GBP350 million tender issue and the completion of the asset transfer to HarbourVest at carrying value. A further tender issue of GBP300 million is planned for Q1 2017 out of distributable reserves, following which we will seek Court approval for a reduction of capital to enable a further tender issue in Q2 2017 of around GBP400 million. We expect to appoint a liquidator on or around 31 May 2017 to complete the wind-up process and return remaining capital to shareholders. There have been no other post balance sheet events that require disclosure.

END OF CONDENSED FINANCIAL STATEMENTS

[1] Together with associated repurchases

This information is provided by RNS

The company news service from the London Stock Exchange

END

FR LLFIIFSIFIID

(END) Dow Jones Newswires

February 02, 2017 05:07 ET (10:07 GMT)

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