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ACP CAPITAL LIMITED
Preliminary Results for the Year Ended 31 December 2007

29 February 2008

ACP Capital Limited ("ACP Capital" or the "Company": APL.LN), the Jersey-incorporated asset management and niche integrated finance company focused on European small and medium-sized enterprises ("SMEs"), today announces its preliminary and unaudited results for the year ended 31 December 2007 (the "Period").

Highlights
  • Operating income1 of £17.5 million (2006: £4.0 million) and net operating income2 of £13.2 million (2006: £0.1 million)
  • Net asset value per share at the end of the Period of £1.17 per share (31 Dec 2006:£1.12) - no distressed assets, no credit losses and no exposure to US subprime markets
  • Recommended final dividend of 3.5p per share (2006: 3.0p per share), in line with the target stated at the time of the secondary placing in March 2007
  • Substantial capital raise in March 2007, increasing the Company's share capital by £150 million before costs - no anticipated need for additional equity capital to support the intended development plans for 2008
  • Investments in two local origination platforms - Leasecom in France and GCI Management in Germany
  • ACP Mezzanine, the sub-investment grade lender that ACP Capital manages, reported strong 2007 results with a dividend of €0.095 per share, surpassing its dividend target of €0.09 per share stated at the time of its listing
  • Preparation for move from AIM to the Official List of the London Stock Exchange - expected by the end of 2008
  • £30 million of senior debt assets warehoused for the future managed vehicle ACP Capital High Income, supported by a dedicated £125 million, committed funding line

(1) Operating income: Investment income and Fees receivable
(2) Net operating income: Profit before Change in fair value of investments, Net foreign exchange gains (losses) and Income taxes

Derek Vago, Chief Executive Officer of ACP Capital Limited, commented:

"With the establishment of ACP Capital's business model, operations have shown strong progress during 2007, generating £17 million of diversified operating income and £13 million of net operating income. During the Period we established our first two local origination platforms and our managed vehicle, ACP Mezzanine, had excellent performance. Equally satisfying are the continued development of Leasecom into a diversified lending business and our close collaboration with GCI anagement.

We will continue focus on establishing additional local SME origination platforms in the core countries of France, Germany, Italy and the UK, and shortly expect to announce further progress in this area. With a cash balance of £60 million at the end of 2007, we have significant capital and do not anticipate any need for additional equity capital to support our growth in 2008.

Our asset management business has progressed not only with the performance of ACP Mezzanine, but also through our efforts in creating further managed vehicles. We are currently warehousing £30 million of senior debt assets for ACP Capital High Income and have put in place a committed leverage facility. We are also in discussions with potential joint venture partners in various niche infrastructure sectors as part of our preparations for the launch of ACP Capital Infrastructure."

Director's Review

ACP Capital's operations have performed strongly in its second year of trading, generating operating income of £17.5 million (up from £4.0 million in 2006), consisting of interest income of £7.3 million, dividend income of £4.4 million and fees receivable of £5.7 million, and net operating income of £13.2 million (up from £0.1 million in 2006). Following mark-
to-market declines in fair value of investments of £(14.6) million, with a majority relating to long-term equity investments in ACP Mezzanine Ltd ("ACP Mezzanine": ACPM.LN) and the SME origination platforms (2006: gain of £15.8 million), the overall business generated a net income of £1.4 million during the Period, representing diluted earnings per share of 0.79p. The Directors have recommended a total dividend of 3.5p per share, which is in line with the target stated at the time of the secondary placing in March 2007. The dividend will be paid on 7 April 2008, subject to shareholder approval at the Annual General Meeting on 3 April 2008.

As at 31 December 2007, the Company had a total asset base of £244.3 million after £(14.6) million of mark-to-market declines in fair value of investments and £2.9 million of foreign exchange gains during the Period. Total liabilities amounted to £11.2 million, which resulted in net assets at the end of the Period of £233 million, or £1.17 per share (2006: £1.12 per
share). ACP Capital has no exposure to assets in the US, no exposure to the US subprime market, and negligible exposure to UK residential mortgages.

Importantly, ACP Capital has reached three critical milestones during the Period:

  • Following the substantial capital raise of £150 million before costs, ACP Capital foresees no immediate need to raise further equity to fulfil its short-term development plans;
  • The establishment of its first two local origination businesses through the investments in Leasecom Group SAS ("Leasecom") and GCI Management AG ("GCI Management: GCI.GR"); and
  • An operating business that has positive cash flow and consistent improvements in operating income and net operating income.

ACP Capital will continue its preparations for a move from AIM to the Official List of the London Stock Exchange. The Rule 6 letter was submitted in July 2007 and the change of listing is expected to occur by the end of 2008.

Strategic Highlights

In March 2007, ACP Capital raised £150 million before costs in a secondary capital raise targeting primarily UK and US institutional investors. The proceeds are intended to be used in the establishment of ACP Capital's pan-European origination network targeting the SME segment as well as for the growth of its asset management business.

In July 2007, ACP Capital provided a senior debt bridge of €142 million for IFR Capital plc's ("IFR Capital": IFR.LN) acquisition of Homann Chilled Food GmbH, alongside a €75 million bridge provided by ACP Mezzanine. This unrated senior debt bridge was refinanced in December 2007 and syndicated into rated senior term facilities.

ACP Capital operates within the two main business areas of Asset Management and SME Origination, which target the SME segment in Europe and with a predominant focus on France, Germany, Italy and the UK. The Company views this segment as an 'under-served' market with vast opportunities:

  • The European SME market consists of a number of privately owned, smaller corporations with broad but small-scale financing needs, which presently are not adequately serviced;
  • Larger banks are increasingly reviewing their efforts in this market due to new regulatory constraints (i.e. Basel II) which may restrict them to low margin senior debt lending to these smaller companies; and
  • There is a preference among many SMEs for 'one-stop-provider' solutions that creates an opportunity for independent integrated finance players, such as ACP Capital, that can provide financing across the capital structure.

Through its managed vehicles, such as its sub-investment grade lender ACP Mezzanine, ACP Capital intends to offer the European SME market a variety of financing solutions, from senior debt to equity, and often combined into an integrated finance offering. To facilitate origination in this segment, ACP Capital is in the process of developing a network of localised established origination businesses in France, Germany, Italy and the UK. During the Period, ACP Capital established two such origination businesses through investments in Leasecom in France and GCI Management in Germany.

Leasecom Group SAS - In June 2007, ACP Capital acquired approximately 45% of Leasecom Group SAS, the holding company for France's leading independent IT lease finance broker. Leasecom has approximately 200 employees in nine offices, and approximately 15,000 SME customers. ACP Capital sees great potential in developing Leasecom into a diversified lender to the French SME sector, extending its balance sheet and operational capabilities, and enhancing its ability to manage its portfolio and refine its origination and pricing strategy. The progress so far can be summarised as follows:

  • ACP Mezzanine has agreed to provide a €100 million committed funding line;
  • A new scoring system is being implemented;
  • A new car leasing subsidiary is being established; and
  • Leasecom is in the process of applying for a Banque de France license in order to be able to launch a new corporate debt offering.

GCI Management AG - During the Period, ACP Capital has acquired, through participation in secondary capital increases and market purchases, an approximate 29% equity stake in GCI Management, which is listed in Frankfurt. GCI Management is a leading German SME- focused private equity and consultancy company targeting German-speaking markets in Europe. It has approximately 30 employees, five offices and is headquartered in Munich. One of its key holdings is an investment together with management in a German lending platform for the Mittelstand, Vantargis. GCI Management has been collaborating closely with ACP Capital, sourcing both equity investment and lending opportunities.

These two separate businesses mirror ACP Capital's origination strategy, with two distinct origination routes to target the ultimate customer:

  • In the smaller part of the SME sector (with enterprise values generally below €50 million), margins are traditionally quite high but companies can be difficult to access as a result of the sector's diversified and fragmented nature. These smaller SMEs are accessed via a 'wholesale' strategy, e.g. providing a committed funding line to a company like
    Leasecom, which then provides its financing products directly.
  • Larger SME companies (with enterprise values generally between €50 million and €250 million) offer sufficient economic scale to be accessed directly, e.g. by providing smaller leveraged loan packages. Such opportunities are sourced via companies such as GCI Management, who are often interested in direct investments in the equity of these SMEs.

Asset Management
Through its subsidiary ACP Investment Management Limited, ACP Capital is currently the mandated manager of ACP Mezzanine. ACP Mezzanine is ACP Capital's first managed vehicle and is designed to take advantage of the planned flow of asset opportunities generated primarily from the Company's localised origination platforms.

ACP Mezzanine
ACP Mezzanine, the sub-investment grade lender with a primary strategy of originating, structuring and underwriting sub-investment grade loans to the SME market, showed substantial progress during 2007. The managed vehicle reported diluted earnings per share of €0.10 and exceeded its dividend target with a recommended total dividend for 2007 of €0.095 per share. Through the raising of a new committed five-year facility from Deutsche Bank, ACP Mezzanine also eliminated any short-term financing risk. The facility amounted to €150 million and was entered into on improved terms over ACP Mezzanine's previous leverage facility, including lower financing costs, the option of leveraging unrated assets and extending the maturity from two years to five years. In light of the successful performance and its robust pipeline of possible investments, ACP Mezzanine intends to launch a secondary capital raise, targeting up to €200 million of new equity. Conditional on the
completion of this equity capital raise, ACP Mezzanine expects, subject to shareholder approval, to change its listing from AIM to Euronext Amsterdam.

Further managed vehicles
ACP Capital is currently in the process of creating three further managed vehicles: ACP Capital High Income, ACP Capital Infrastructure and ACP Capital Strategic Equity. Prior to the launch of any of the proposed managed vehicles, ACP Capital envisages acquiring and warehousing assets to be transferred at the time of launch as well as having the appropriate financing structure in place. All managed vehicles will be managed by ACP Capital either directly or through any of its subsidiaries and will have agreements with management and performance fee elements.

ACP Capital High Income - a tailored senior debt fund with capital protection intending to invest in a diverse range of European and US senior debt assets across industry sectors and asset classes, to be sourced from ACP Capital's localised origination businesses and the secondary market. As at 31 December 2007, ACP Capital had £30 million of senior debt assets warehoused for ACP Capital High Income and a £125 million committed funding line in place, provided by Deutsche Bank. ACP Capital has started discussions with potential fund raisers regarding the launch of this vehicle.

ACP Capital Infrastructure - intends to invest in infrastructure assets within niche sectors, such as renewable energy, transport and public finance initiatives (PFI). For each asset class, ACP Capital Infrastructure intends to have management agreements in place with
experienced asset managers who are to be responsible for the day-to-day management of the assets. ACP Capital is currently in discussions regarding two to three potential joint ventures, with a targeted launch in 2008.

ACP Capital Strategic Equity - an equity fund that intends to make direct equity investments in European SME companies as well as invest in and being co-sponsor (and as such participating in the carry structure) of localised SME-focused private equity funds. The target is to build up a portfolio of diversified European equity assets across different geographies, industry sectors and company sizes. This vehicle is expected to accelerate as local origination platforms, such as GCI Management in Germany, are further developed. Further collaborations in ACP Capital's key markets are anticipated to be announced shortly.

Dividend

The Directors of ACP Capital recommend a dividend for 2007 of 3.5p per share. The dividend is subject to shareholder approval at the Annual General Meeting to be held on 3 April 2008, and, should it be approved at that meeting, will be paid on 7 April 2008 to all shareholders on the register at close of business on 14 March 2008.

Liquidity Analysis

As at 31 December 2007, the Company had £59.8 million of cash and cash equivalents. ACP Capital's ongoing costs are fully covered by the income generated by the Company's operations.

Net Asset Value

The Company's net asset value at 31 December 2007 amounted to £233.1 million or £1.17 per share. This compares with net asset value of £86.7 million and £1.12 per share as at 31 December 2006.

The net asset value at the end of the Period consisted of:


Asset Management
ACP Mezzanine 31,055 47.5 million shares at share price of €0.89
 
SME Origination
Leasecom Group SAS 24,349 Circa 45% shareholding, valued at initial investment
GCI Management AG 11,978 4.1 million shares at share price of €3.95
Davenham Group plc 16,135 7.6 million shares at share price of £2.125
 
Other Assets, including warehoused
assets for future managed vehicles    
Senior debt assets 49,254 Senior debt assets (no credit impairments or losses)
IFR Capital 30,207 55.9 million shares at share price of €0.735
IFR Preferred Equity 17,711  
Cash and cash equivalents 59,835  
Other assets 3,797  
 
Total Assets 244,321  
 
Interest-bearing
    Relates to leverage against warehoused assets for
Loans and borrowings 9,188 ACP Capital High Income
 
Non-interest bearing
Total current liabilities 2,054  
 
Total Liabilities 11,242  
 
Total Net Asset Value 233,079  
 
Net asset value per share 1.17 199.53 million shares outstanding

Note: ACP Capital share price as at 31 December 2007: £0.725

Enquiries:
Rob Bailhache & Nick Henderson, Financial Dynamics
(Media Relations)
+44 (0) 207 269 7200
Sacha Macintosh, ACP Capital UK LLP +44 (0) 844 800 4530
Chris Wells, Stewart Wallace, Collins Stewart +44 (0) 207 523 8350

For further information on ACP Capital, please visit www.acpcapital.com.

Analyst Presentation

There will be an analyst presentation to discuss the results at 9:30 am on 29 February 2008 at Financial Dynamics, Holborn Gate, 26 Southampton Buildings, WC2A 1PB.

Those analysts wishing to attend or to register to dial-in on the conference call are asked to contact Rob Bailhache / Nick Henderson at Financial Dynamics on +44 20 7269 7200 / +44 20 7269 7114 or at robert.bailhache@fd.com / nick.henderson@fd.com.

About ACP Capital

ACP Capital Limited (LSE AIM: APL) is a Jersey-incorporated specialist integrated finance and asset management company focused on European small and mid-sized enterprises. ACP Capital provides equity, mezzanine and senior debt to companies targeting an integrated finance solution across their capital structure. ACP Capital aims to benefit from the strong growth in SME demand for integrated finance to optimise corporate profitability and the reduced appetite for SME lending among traditional banks owing to higher regulatory capital requirements. ACP Capital is establishing localised origination platforms in France, Germany, Italy, and the United Kingdom to originate lending and investment opportunities to generate interest and fee income. In addition ACP Capital earns management and performance-related fees from its listed investment vehicles ACP Mezzanine Limited and IFR Capital Plc. Since January 2006 ACP Capital has raised £215 million of public equity from leading institutional investors in primary and secondary transactions.

Consolidated Income Statement

  Year Ended
31 December 2007
Unaudited
£

Period Ended
31 December 2006
Audited
£
Operating Income
   
Investment income
11,720,249 2,234,929
Fees receivable 5,734,489 1,798,883
Total Operating Income 17,454,738 4,033,812
     
Operating Expenses
   
Interest payable and other related financing costs
(281,021)  
Other operating expenses (2,724,100) (1,553,746)
Equity-settled share-based payments

(1,207,248)

(2,369,867)
Total Operating Expenses

(4,212,368)

(3,923,613)
     
Net Operating Income 13,242,369 110,199
     

Change in fair value of investments

(14,618,172) 15,771,223

Net foreign exchange gains (losses)

2,879,364 (804,686)
     

Profit before tax

1,503,562 15,076,736
     

Income taxes

(95,101) (69,061)
     

Profit for the period attributable to the equity shareholders

1,408,461 15,007,675
     
Earnings per share    
Basic (pence) 0.81p 22.92p
Diluted (pence) 0.79p 21.50p

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