RNS Number:7693Q
ACP Capital Limited
06 February 2007
Date: 6 February 2007
On behalf of: ACP Capital Limited ("ACP Capital or "the Company")
Embargoed until: 0700hrs
ACP Capital Limited (AIM: APL)
ACP Capital announces today its preliminary results.
ACP Capital, a Jersey-incorporated niche investment and fund manager whose
ordinary shares were admitted to trading on AIM in January 2006, announces its
preliminary results for the period 30 August 2005 to 31 December 2006 (the
"Period").
Highlights
The Company generated total income and increase in fair value of investments of
#19.0 million and a net profit of #15.0 million with diluted earnings per
ordinary share of 21.5 pence for the Period.
Two managed vehicles were established during the Period - ACP Mezzanine Limited
("ACP Mezzanine") which was admitted to AIM in July 2006 and IFR Capital Plc
("IFR Capital") which was admitted to AIM in November 2006.
In the Period, the Company's trading and revenues were ahead of its directors'
(the "Directors") original targets and as a result the Directors declare their
intention to recommend to the shareholders, at the Annual General Meeting, a
dividend of 3.0 pence per ordinary share, representing an increase from the
target of 2.0 pence per ordinary share stated in the Company's AIM admission
document published in December 2005.
The Company's activities to date have been funded through an initial seed
funding of circa #7.1 million for 14,194,018 ordinary shares, a placing of
50,000,000 ordinary shares at the time of the Company's admission to AIM in
January 2006 that raised circa #50 million (before costs) and a further #15
million (before costs) raised by way of a placing of 13,043,479 ordinary shares
in December 2006 (the "Secondary Placing").
There are 77,237,497 ordinary shares in issue as at 6 February 2007.
Notable personnel hires during the year included Eric Youngblood as Chief
Financial Officer, Nikolaj Larsen as Head of Strategic Investments, and Jeff
Bennett as CIO for ACP Mezzanine. At the end of the Period, the Company and its
subsidiaries employed in total eleven employees.
Dividend Recommendation
The Directors declare their intention to recommend a dividend for the Period of
3.0 pence per ordinary share, increased from the 2.0 pence per ordinary share
targeted in the Company's AIM admission document. The dividend is subject to
shareholder approval at the Annual General Meeting to be held on 28 February
2007, and is proposed to be paid on 2 March 2007 to all shareholders on the
register at close of business on 16 February 2007, with the exception of the
ordinary shares issued in relation to the Secondary Placing and trading under
ticker APLR, which are not eligible for dividends for the Period.
Establishment of Managed Vehicles
IFR Capital (AIM: IFR)
In May 2006, the Company undertook its first integrated finance transaction in
the European SME sector, investing Euro3.3 million for a 12.2% equity stake in
Kamps Food Retail Investments S.A. ("KFRI"), the owner of Nordsee GmbH
("Nordsee"), and also providing a Euro9.25 million corporate loan and underwriting
Euro20 million of mezzanine facilities to KFRI. Subsequently, in November 2006, the
Company and Heiner Kamps, one of its non-executive Directors, established and
listed IFR Capital Plc ("IFR Capital") on AIM, raising Euro135 million before
costs, with the Company taking a 12.9% shareholding. Following its Admission,
IFR Capital made an offer to acquire KFRI, valuing the business at Euro130 million
(equity value). The acquisition of KFRI was completed in January 2007 with the
Company now holding, directly or indirectly, approximately 17.1% of IFR
Capital's share capital.
The KFRI investment has been a financial success for the Company, resulting in a
non-realised mark-to-market gain during the Period of circa #12.0 million based
on IFR Capital's closing price on 31 December 2006.
IFR Capital has been established as an acquisition vehicle targeting the
continental European food retail market, combining the operational experience of
Heiner Kamps with the financing capabilities of the Company. As mandated
financial adviser, the Company receives a management fee equaling Euro1.5m for the
first year of IFR Capital's operation and 0.3% of IFR Capital's enterprise value
thereafter. The Company also participates in a performance-based share option
scheme whereby, subject to performance, it will be awarded options over
approximately 2.16% of the issued share capital of IFR Capital for each of the
first three years of IFR Capital's operation (each set of options vesting over
three years).
In conjunction with the acquisition of KFRI by IFR Capital, the Company also
participated, alongside ACP Mezzanine (described below), in underwriting an Euro80
million refinancing of the Nordsee senior debt in December 2006, illustrating
the Company's integrated finance capabilities alongside its Managed Vehicles
(see definition below).
The Directors believe that IFR Capital provides an important entry for the
Company into the German SME market and expect it to generate further
opportunities for the continued roll-out of its integrated finance platform.
ACP Mezzanine (AIM: ACPM)
On 26 July 2006, the Company successfully listed ACP Mezzanine, its first
Managed Vehicle, on AIM, raising Euro100 million, and also arranged a leverage
facility of Euro125 million with the Royal Bank of Scotland.
ACP Mezzanine underwrites and lends mezzanine debt, both on a standalone basis
and in a complementary role alongside the Company's equity and senior debt
capabilities. ACP Mezzanine continues to focus on the continental European SME
sub-investment grade market across all sectors with an ability to underwrite up
to Euro75 million per transaction. ACP Mezzanine's investment strategy is
implemented and managed by a subsidiary of the Company through an investment
management agreement.
Through its subsidiary the Company, receives an annual management fee of 1.75%
of gross shareholders' equity and a performance fee equivalent to 25% of returns
above a benchmark return (minimum 2% per quarter).
The Company holds a circa 46% stake in ACP Mezzanine, and has benefited from
favourable share price appreciation during the Period, on a mark-to-market
basis.
ACP Mezzanine disclosed its preliminary year-end results for the period 31 May
2006 to 31 December 2006 on 1 February 2007, announcing revenue of Euro3.0 million
and a profit for the period of Euro2.0 million. ACP Mezzanine's directors have
recommended a dividend of 2 Euro cents per ordinary share, exceeding the target
of 1 Euro cent per ordinary share stated in its admission document.
ACP Mezzanine made Euro62.5 million of investments over the period stated above
which translates to an annualized origination volume of approximately Euro145
million, approximately 20% above of its targeted year one run rate. ACP
Mezzanine currently has a total investment portfolio of Euro107.5 million.
Financing Activities
As a result of activity in the Company's first full year, the Directors
recognised a need for a further equity raising as a bridge to its larger
secondary placing, planned for the first quarter in 2007. Hence, following its
seed financing and IPO, the Company carried out the Secondary Placing, raising
#15 million, before costs, in December 2006 at a share price of #1.15. The
ordinary shares, placed pursuant to the Secondary Placing and trading under
ticker APLR, are not eligible for dividends attributable for the Period.
Following declaration of the dividend, these ordinary shares placed pursuant to
the Secondary Placing will enjoy all rights attributable to ordinary shares of
the Company (including entitlement to dividends going forward) and will start
trading under the Company's main ticker, APL.
Human Resources
The Company and its subsidiaries made notable appointments during the Period,
including Eric Youngblood as Chief Financial Officer, Nikolaj Larsen as Managing
Director and Head of Strategic Investments, and Jeff Bennett as CIO for ACP
Mezzanine. The Company and its subsidiaries had, at the end of the Period, a
total of eleven employees.
Given its increasing advisory role, ACP Capital UK LLP intends to continue to
recruit in London with an intention to increase its team by a further three to
five persons in 2007.
The Company is putting in place its administrative functions in Jersey and has
hired its Financial Controller, Antony Perez, who will commence employment at
the end of March 2007. Antony Perez will work closely with R&H Fund Services
(Jersey) Limited, who act as the Company's administrators and company secretary.
The Company is currently intending to open up an office in Munich, building up a
team of five to eight people and an office in Milan, likely through a joint
venture with Italian investment firm Eurinvest Finanza Stabile Srl
("Eurinvest"), as part of its continued focus on developing its activities in
these key markets.
By the end of 2007, the Company, its subsidiaries and through joint ventures,
intends to have a total of approximately 25 employees.
Planned Growth Strategy
To further develop its integrated finance and asset management business in the
European SME market, the Company plans to develop the following:
Managed Vehicles
The Company intends to continue to establish vehicles which it will manage
through an asset management agreement. Such vehicles could include a dedicated
high income vehicle ("ACP High Income"), a dedicated real estate sale/leaseback
vehicle ("ACP PropCo"), an infrastructure vehicle ("ACP Infrastructure I") and a
strategic equity vehicle ("ACP Strategic Equity") through which the Company
intends to hold its equity position in companies and vehicles such as its
current holding in IFR Capital.
Funding Facilities
The Company plans to extend its current financing capabilities to include
investment grade financing, non-investment grade senior debt (leveraged loans)
and a Pfandbrief product (the principal funding instrument used by German
mortgage banks) to complement its existing equity and mezzanine facilities. This
should allow the Company to undertake individual transactions of up to Euro250
million in size on a sole basis comprising up to Euro150 million senior debt, Euro25
million of equity capital and Euro75 million of mezzanine debt through ACP
Mezzanine.
The Company's intended senior debt initiatives include:
*a Euro150 million leveraged loan underwriting facility ("Senior Debt
Underwriting Vehicle") which will provide non-investment grade senior
funding to the SME sector while syndicating the majority of the loans that
it underwrites; and
*an Investment Grade Funding Vehicle which will enable the Company to
offer funding lines for diversified pools of assets to its Strategic
Platforms set out below, such as equipment leasing or container/railcar
leasing.
Strategic Platforms
These are vehicles, in which the Company may take significant minority equity
stakes, that would be focused primarily on the provision of a series of
financing products to the SME sector. The Company believes that it could, as a
preferred funder, provide competitive financing to enable these Strategic
Platforms to expand their various loan products into areas such as senior and
subordinated corporate loans (secured and unsecured), off balance sheet
financing (i.e. sale-leasebacks) and equipment financing such as IT hardware,
telecommunications and motor vehicles.
By enabling such Strategic Platforms to increase their product ranges, the
Company would seek to benefit from an ongoing source of funding origination that
would provide a flow of opportunities for its Funding Facilities and its Managed
Vehicles. The Directors believe that the Company would benefit, as a
shareholder, from any potential increase in the equity value of these Strategic
Platforms. The Company has entered into advanced discussions or heads of terms
with a number of potential Strategic Platforms including:
*an Italian SME focused finance business in partnership with Eurinvest
with whom the Company would look to take an equity stake;
*a French SME financing business for which the Company has already
submitted an offer letter for a significant minority stake;
*a German financing platform involving either the potential purchase of a
significant stake in a small German bank with a license to issue Pfandbrief,
or, alternatively, the Company acquiring its own Pfandbrief; and
*a UK SME focused finance platform (the Company is presently in
discussions with two established companies). The Company has recently
acquired a shareholding in excess of 8% in one of these companies, Davenham
Group plc, and intends to investigate further opportunities in this sector.
Implementation of the development plans could allow the Company to:
* establish its presence as a specialised integrated finance provider in
the European SME market where the Directors believe that a significant
market opportunity exists;
* offer, through its own and its Managed Vehicles' Funding Facilities, a
comprehensive range of financing alternatives to the SME market;
* broaden, through additional Strategic Platforms, the origination of
investment and funding opportunities for itself and its Managed Vehicles;
and
* achieve substantial revenue diversification, with a particular focus on
the expansion of cash revenue from its asset management business and funding
lines, targeted to represent in excess of 50% of total revenue by the end of
2008, arising from management / performance fees, dividend income, net
interest income, and underwriting fees.
In order to implement the development plans, the Company proposes to raise circa
#150 million in a proposed placing.
Derek Vago, Chief Executive Officer said:
"The Company has developed strongly during its first year and exceeded the
objectives set out at the time of its admission and we have therefore increased
our dividend recommendation from 2.0 pence per ordinary share to 3.0 pence per
ordinary share.
In 2006 we have built an experienced team and launched our first two Managed
Vehicles. We now have a strong base from which to grow. We have today announced
plans to raise circa #150 million through a placing, which could enable us to
grow the company further, in order for it to attain its pan-European integrated
finance objectives for the SME sector and enabling it to generate cash revenue
from diversified sources such as management / performance fees, dividends, net
interest income and underwriting fees.
We believe in having a local presence in our key markets to develop our SME
business and therefore we aim to establish offices in Munich and, through a
potential joint venture with Eurinvest, in Milan during the first half of this
year.
Finally, I would like to take this opportunity to thank our shareholders for
their continued support and belief in us during the Period and look forward to
delivering increased value to them through the Company's development plans."
ACP Capital Limited
Preliminary and unaudited Consolidated Income Statement
For the period from 30 August 2005 to 31 December 2006
These accounts do not constitute full statutory accounts within the meaning
of Article 104 Companies (Jersey) Law 1991
#
Increase in fair value of investments 15,771,223
Interest income 2,234,929
Fees receivable 1,798,883
Exchange movements (804,686)
-----------
19,000,349
Equity- settled share- based payments (2,369,867)
Operating expenses (1,553,746)
-----------
Profit before tax 15,076,736
Income taxes (69,061)
-----------
Profit for the period attributable to the equity shareholders 15,007,675
===========
Earnings per share
Basic 22.92p
Diluted 21.50p
All activities relate to continuing operations
There are no recognised gains and losses other than the profit for the period
stated above. Accordingly, a separate consolidated statement of recognised
income and expense is not presented in these financial statements.
ACP Capital Limited
Preliminary and unaudited Balance Sheet Statement
As at 31 December 2006
These accounts do not constitute full statutory accounts within the meaning
of Article 104 Companies (Jersey) Law 1991
#
Assets
Non-current assets
Investments
Equity investments at fair value through profit or loss 62,281,436
Loans and receivables 13,588,149
----------
75,869,585
Property, plant and equipment 24,787
----------
Total non-current assets 75,894,372
----------
Current assets
Trade & other receivables 677,759
Cash and cash equivalents 10,769,468
----------
Total current assets 11,447,227
----------
----------
Total assets 87,341,599
==========
Equity & Reserves
Issued capital 77,237
Share premium 69,231,328
Share-based payments reserve 2,415,803
Retained earnings 15,007,675
----------
Equity Shareholders' funds 86,732,043
----------
Current liabilities
Trade and other payables 540,495
Current income taxes 69,061
----------
Total current liabilities 609,556
----------
----------
Total liabilities 609,556
----------
----------
Total equity and liabilities 87,341,599
==========
ACP Capital Limited
Preliminary and unaudited Cash Flow Statement
For the period from 30 August 2005 to 31 December 2006
These accounts do not constitute full statutory accounts within the meaning
of Article 104 Companies (Jersey) Law 1991
#
Cash flow from operating activities
Purchase of investments (86,586,881)
Sale of investments 26,246,652
Investment income 1,672,110
Fees received 1,140,576
Operating expenses (1,359,164)
------------
Net cash outflow from operations (58,886,707)
------------
Cash flow from financing activities
Proceeds from issues of share capital 72,097,008
Amounts received from employees in respect of shares to be
issued 334,983
Costs of issues of share capital (2,742,507)
-----------
Net cash inflow from financing activities 69,689,484
-----------
Cash flow from investing activities
Purchase of property, plant and equipment (33,309)
-----------
Net cash outflow from investing activities (33,309)
-----------
-----------
Closing cash and cash equivalents 10,769,468
===========
ACP Capital Limited
Preliminary and unaudited Movement in Equity
As at 31 December 2006
These accounts do not constitute full statutory accounts within the meaning
of Article 104 Companies (Jersey) Law 1991
Movement in equity
Share Share Share-based Retained Total
capital premium payment earnings
reserve
# # # # #
Profit for the
period - - - 15,007,675 15,007,675
Share options
granted - - 2,369,867 - 2,369,867
Issue of shares 77,237 72,019,771 - - 72,097,008
Costs of share
issue - (2,742,507) - - (2,742,507)
Equity-
settled share
-based
payments - (45,936) 45,936 - -
-------- ----------- --------- ---------- ----------
At 31 December
2006 77,237 69,231,328 2,415,803 15,007,675 86,732,043
======== =========== ========= ========== ==========
Share Capital
#
Authorised,called up and fully paid.
77,237,497
ordinary
shares of 0.1p
par value. 77,237
=========
All proceeds from the issue of shares are dealt with in Share premium.
There is no limit on the number of shares that may be issued by the company.
Share premium
This comprises:
Shares issued in the period:
Date Shares Issued Proceeds(Net
of issue)costs
#
Issued to founders as
initial seed capital
at #0.50 per share 01-Dec-05 14,194,018 7,097,009
Issued on
Placing in conjunction
with admission to
AIM at #1 per share 01-Jan-06 50,000,000 47,712,498
Issued on secondary
placing at #1.15 a share 01-Dec-06 13,043,479 14,545,001
---------- ----------
77,237,497 69,354,508
==========
Equity settled share-based payments for issue costs ----------
At 31 December 2006 69,354,508
==========
This release does not constitute, in any way, an offer to sell shares in the
Company. Reference is made to the circular to shareholders dated today's date,
which can be accessed on the Company's website (www.acpcapital.com), and in
particular to the section headed "Risk Factors" in Part II thereof, and this
release should be read in conjunction with the information contained therein.
For further information please contact:
Redleaf Communications
Rob Bain - +44 (0) 20 7822 0200
Notes to Editors:
ACP Capital Limited
ACP Capital is a Jersey-incorporated niche integrated finance provider
specialising in the European SME market whose shares were admitted to trading on
AIM in January 2006. As an integrated finance specialist, ACP Capital can offer
a combination of equity, mezzanine and senior debt to companies in niche
markets, such as the German "Mittelstand" (small and middle-sized
privately-owned companies), and for asset backed transactions, for example, in
the real estate and infrastructure sectors.
As an asset manager, ACP Capital manages a series of investment vehicles that
can provide the required funding for its integrated finance capabilities. ACP
Capital intends to launch at least 2 managed vehicles each year in specific
sectors in its target markets.
ACP Capital's strategy is to develop strong synergies between its broad funding
capabilities and its various managed vehicles, providing optimal financing
solutions to its clients while securing a strong flow of recurring revenue for
its core business.
ACP Capital's CEO is Derek Vago, who is assisted on the Board by Non-executive
Directors Heiner Kamps, Francois Georges, Alan Braxton and Executive Directors
Nikolaj Larsen and Eric Youngblood (as well as two other Non-Executive
Directors). A further key team member is Jeff Bennett, who is the Group's Chief
Investment Officer for ACP Mezzanine.
For more information please see www.acpcapital.com
ACP Mezzanine Limited
ACP Mezzanine Limited is a Jersey-incorporated company which listed on AIM in
July 2006 and whose strategy is to pursue a primary strategy as a mezzanine
lender, originating, structuring and underwriting the majority of its mezzanine
investments. ACP Mezzanine's investment strategy is implemented and managed by a
subsidiary of ACP Capital through an Investment Management Agreement. ACP
Mezzanine's strategy is different from that followed by a number of participants
in the mezzanine financing market, which focus on acquiring assets directly from
third parties through a syndication process.
ACP Mezzanine lends primarily across Europe, with origination arising through a
direct integrated finance approach alongside ACP Capital's strategic platforms
and managed vehicles, and, to a lesser extent, purchases assets in the secondary
market if the expected risk adjusted returns are attractive. It is expected that
the integrated finance approach will account for at least two thirds of ACP
Mezzanine's investments over time.
ACP Mezzanine's Board includes Derek Vago, Jeff Bennett, Christophe Tanghe and 2
other Non-Executive Directors. In addition, Wolfgang Mellinghoff is expected to
be appointed to the Board in the near future.
IFR Capital Plc
IFR Capital Plc ("IFRC"), which was admitted to the AIM list of the London Stock
exchange in a circa Euro135m flotation in November 2006, has been established to
act as an acquisition platform intending to target small and mid-sized
businesses in the continental European food industry, within three sub-sectors:
retail (mainly shops/restaurants), industry (wholesale and production) and
distribution. IFRC will firstly focus on the retail and industry segments as the
Directors of the Company believe that these areas offer an initial opportunity
for achieving synergies and shareholder returns. The Directors believe that the
distribution segment of the industry is to be relevant but only once IFRC has
reached a certain scale.
The Directors believe there is a unique consolidation opportunity in the food
retail sector in Continental Europe, and especially Germany, and anticipate a
need for cross border consolidation with an increasing focus on brands and
chains. At the same time, the Directors believe that the succession problems for
many small and mid sized companies may lead to a number of potential acquisition
opportunities. The Directors believe that Heiner Kamps with his track record
will be viewed positively as an entrepreneur within the food industry,
especially as the Directors believe that there is a hesitant view both among
owners and managers of small and medium-sized enterprises towards private equity
investment companies. As such, the Directors believe that IFRC has an
opportunity to approach various targets in Germany 'off the market'.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR OKAKQBBKKNBK
ACP Capital (LSE:APL)
Historical Stock Chart
From Jun 2024 to Jul 2024
ACP Capital (LSE:APL)
Historical Stock Chart
From Jul 2023 to Jul 2024
