Interim Management Statement
19 Noviembre 2008 - 11:59AM
UK Regulatory
RNS Number : 5350I
European Capital Limited
19 November 2008
First Floor, Dorey Court
Admiral Park
St. Peter Port, Guernsey GY1 6HJ
FOR IMMEDIATE RELEASE
19 November 2008
Contact:
John Erickson, Director, +1 (301) 951-6122
European Capital Financial Services (Guernsey) Limited
Tom McHale, Director, +1 (301) 951-6122
European Capital Financial Services Limited
Juan Carlos Morales Cortes, Finance Director, +44 (0)207 539 7100
European Capital Financial Services Limited
EUROPEAN CAPITAL LIMITED - INTERIM MANAGEMENT STATEMENT
St. Peter Port, Guernsey - 19 November 2008 -European Capital Limited ("European Capital") today issues its Interim Management Statement
in accordance with the UK Listing Authority's Disclosure and Transparency Rule 4.3.
PROPOSED ACQUISITION BY AMERICAN CAPITAL:
On 10 November 2008, European Capital and American Capital, Ltd. (Nasdaq: ACAS), the 67.7% owner of European Capital, announced that
they had reached agreement on the terms of a recommended all-share offer to be made by American Capital for all of the ordinary shares of
European Capital held by other investors (the "Offer"). The Offer will be implemented by means of a scheme of arrangement provided for under
Guernsey company law. The terms of the Offer call for each European Capital shareholder to receive 0.333 American Capital shares of common
stock for every one ordinary share of European Capital. The Offer has been unanimously approved by the independent directors of European
Capital and the board of directors of American Capital, and is subject to (amongst other things) approval by a special majority of the
shareholders of European Capital (other than American Capital) and the sanction of the Guernsey court. In addition, American Capital's
shareholders will be asked to approve the issuance of its common stock in connection with the transaction.
European Capital and American Capital have entered into an implementation agreement in connection with the Offer. Under the terms of
this agreement, European Capital has agreed not to declare any dividends prior to the completion of the Offer (which is expected to occur in
February or March 2009), without the prior consent of American Capital. Accordingly, and in light of European Capital's financial situation
discussed below, European Capital will not be declaring a dividend for the fourth quarter of 2008.
For further details and to view the full announcement relating to the Offer see the "Recommended All-Share Offer for European Capital
Limited" on our website www.EuropeanCapital.com.
INVESTMENTS AND REALISATIONS:
During the third quarter of 2008, European Capital:
* Invested EUR43 million, compared with EUR429 million in the third quarter of 2007. The third quarter 2008 investments comprised of
a EUR30 million mezzanine investment in CEPL, a leading European logistics provider specialising in the outsourcing of automated
multi-product order preparation, and EUR13 million in two add-on investments.
* Realised proceeds of EUR95 million, compared with EUR123 million in the third quarter of 2007. The third quarter 2008 realisation
included a EUR32 million realised gain from the sale of Avery - Weigh Tronix, resulting in a 53% annual equity return from the sale. Also
included is the repayment of a debt investment at par, leading to the EUR9 million reversal of a previously recognised unrealised
depreciation derived from the FAS 157 market-based measurement valuation approach.
European Capital's top 10 investments as of 30 September 2008 were:
Trading Name of Company Date of investment Type of transaction Description
Spotless Group Nov 2005 Direct Mezzanine Supplier of branded
fabric care products
to the French market
Delsey Feb 2007 Direct Mezzanine Luggage manufacturer
Audika Sep 2007 Direct Investment French distributor
of hearing aids
Devglass Jul 2007 Direct Investment French manufacturer
and distributor of
glass for windows
Farrow & Ball Jul 2006 One Stop Buyout* Manufacturer of
luxury decorative
paints
Metall Technologie Dec 2006 One Stop Buyout* European
manufacturer of
high-end heat
treatment industrial
furnaces
Accantia Jun 2007 Syndicated Mezzanine Supplier of
skincare, toiletry
and cosmetic
products
DX Services Oct 2006 Syndicated Mezzanine Independent mail
network and delivery
of credit
cards/passports to
customers
Miles 33 June 2007 One Stop Buyout* Leading provider of
software to the
publishing and
financial services
sectors
Norma Nov 2007 Direct Mezzanine Global supplier of
metal clamps and
fasteners
CAPITAL RESOURCES:
European Capital has renewed and amended its unsecured revolving credit facility with The Royal Bank of Scotland plc and Bank of
Montreal, London Branch (the "Credit Facility") and obtained an increase in the aggregate commitment under its unsecured, subordinated
revolving credit facility with American Capital (the "Subordinated Credit Facility"):
* The Credit Facility was renewed in November 2008, with an aggregate commitment of EUR100 million. The term of the facility
expires no later than 25 August 2009, unless the facility is extended prior to such date.
* The Subordinated Credit Facility was increased in October 2008 by $250 million to $650 million. The additional $250 million
commitment expires on 27 November 2009 and all obligations there under must be repaid in full at that time. The remaining $400 million
facility commitment expires on 14 February 2011.
European Capital's ability to fund its portfolio investments relies on the availability of debt and equity capital and proceeds from
portfolio realisations. The availability of such funding has deteriorated since mid 2007, and European Capital has only been able to renew
those of its bank facilities that have fallen due in lower amounts, on more expensive terms and with more onerous covenants. Furthermore,
European Capital was only able to renew those facilities for relatively short periods. Consequently, a large proportion of European
Capital's facilities fall due for repayment in 2009 and there is a risk that these facilities may not be renewed, or will only be renewed on
more expensive terms. In connection with certain of its 2008 facility renewals, European Capital has had to rely increasingly on credit
enhancement from American Capital to ensure that it has had adequate capital to grow and finance its business and there can be no guarantee
that this support will be available in the future. Therefore, European Capital has concluded that in this environment, it is not fiscally prudent to pay quarterly dividends for the foreseeable
future.
Based on the net asset value as at 30 September 2008, the Board of European Capital believes that there was no breach of European
Capital's covenants under its existing banking documentation as at that date, but there can be no guarantee that this situation will
continue, given turbulent conditions in the equity and debt markets and the poor outlook for the economic environment more widely. There
remains a risk that European Capital will have difficulty in meeting its covenants under its banking documentation in the near term without
further support from American Capital or an accommodation from its lenders.
Q3 2008 RESULTS:
Net Operating Income ("NOI")
NOI for the third quarter of 2008 decreased 29% to EUR0.15 per share, compared to EUR0.21 per share for the third quarter of 2007.
Realised Earnings
Earnings less appreciation and depreciation ("Realised Earnings") increased 86% to EUR0.39 per share for the third quarter of 2008,
compared to EUR0.21 per share for the third quarter of 2007. Realised Earnings for the year to date ended 30 September 2008 of EUR0.84
covered 183% of the EUR0.46 per share dividend for the year to date ended September 2008.
Earnings
Earnings for the third quarter of 2008 were a loss of EUR0.58 per share, a decrease of EUR0.61 per share from the third quarter of 2007
Earnings of EUR0.03 per share. This loss was primarily driven by EUR91 million of net unrealised depreciation during the third quarter of
2008, offset by EUR41 million of Realised Earnings.
Net Asset Value ("NAV")
European Capital's NAV per share as of 30 September 2008 was EUR7.13, a decrease of EUR2.54 or 26% less than the 31 December 2007 NAV
per share of EUR9.67.
IMPORTANT DISCLOSURES
NAV
Any valuation information relating to the portfolio companies of European Capital stated or referred to in this release has been
determined by the Board of European Capital in good faith, on a basis consistent with past practice and for the purposes of complying with
its reporting obligations under applicable laws. To assist it in determining such valuation information, the Board of European Capital has,
in accordance with past practice, engaged independent valuation firms to perform certain procedures on a predetermined selection of its fair
value determinations. Such procedures are limited in their scope and extent, however, and do not comprise (or form the basis for) a full
valuation of portfolio investments.
European Capital shareholders should note that such valuation information has not been independently determined and, consequently, does
not meet the standards that would be required under Rule 29 of the UK Takeover Code in relation to a valuation given in connection with an
offer and should not be relied on for the purposes of deciding whether or not to vote in favour of the scheme of arrangement and the
associated resolutions to be proposed at the Court Meeting and the EGM of European Capital shareholders to be held in connection with the
Offer. The Board of European Capital considers that its shareholders are best served by receiving valuations which are prepared on a basis
consistent with previous periods and that, given current market turbulence and the volatility affecting the share prices of listed companies
(which are used in the valuation of portfolio companies), it would not be possible for an independent valuer to produce at this point in
time a valuation of the entire portfolio of European Capital that would be objectively reliable or robust. Accordingly, the Board has not commissioned an independent valuer to produce a
valuation for the specific purposes of the Offer.
Forward-looking statements
This document may contain "forward-looking statements." By their nature, forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances. Many of these risks and uncertainties relate to factors beyond European Capital's control or
which cannot be estimated precisely. These factors include, but are not limited to, uncertainties associated with the timing of transaction
closings, changes in interest rates, availability of transactions, changes in regional, national or international economic conditions, and
changes in the conditions of the industries in which European Capital has made investments. Actual outcomes and results may therefore differ
materially from any outcomes or results expressed or implied by any such forward-looking statements.
Performance data quoted above represents past performance of European Capital. Past performance does not guarantee future results and
the investment return and principal value of an investment in European Capital will likely fluctuate. Consequently, an investor's shares,
when sold, may be worth more or less than their original cost. Additionally, European Capital's current performance may be lower or higher
than the performance data quoted above.
Basis of preparation
This interim management statement has been prepared to meet the requirements of the UK Listing Authority's Disclosure and Transparency
Rule 4.3 and should not be relied on by any person for any other purpose. Any financial information in this interim management statement is
based on unaudited management accounts. Nothing in this document is intended to be, or should be construed as, a profit forecast.
ABOUT EUROPEAN CAPITAL
European Capital is a publicly traded investment company for pan-European equity, mezzanine and senior debt investments with current
capital resources of approximately EUR2.7 billion ($3.5 billion). It is managed by European Capital Financial Services (Guernsey) Limited
("ECFSG"), a wholly-owned affiliate of American Capital, Ltd. ECFSG, together with its wholly-owned subsidiary European Capital Financial
Services Ltd. ("ECFS"), is referred to as the "Investment Manager". ECFS has offices in Paris, London, Frankfurt and Madrid. As of 30
September 2008 the Investment Manager had 40 investment professionals and 55 support staff.
European Capital invests in and sponsors management and employee buyouts, invests in private equity buyouts and provides capital
directly to private and public companies headquartered primarily in Europe. European Capital generally invests between EUR5 million and
EUR500 million per transaction in equity, mezzanine debt and senior debt to fund growth, acquisitions and recapitalisations.
The investment objective of European Capital is to provide investors with dividend income and the potential for share value appreciation
by investing in debt and equity investments in private and public companies headquartered primarily in Europe.
European Capital seeks to achieve this through pursuing the following types of investments:
European Capital One Stop Buyouts*
Through our One Stop Buyouts*, European Capital provides equity, mezzanine debt and senior debt as the lead investor in the buyout of
private and public companies.
Mezzanine Direct with Sponsors
European Capital provides one stop financing of subordinated debt and equity financing for buyouts sponsored by private equity firms
where European Capital is either the sole or lead mezzanine debt investor.
Syndicated Mezzanine and Senior Debt
European Capital provides mezzanine financing for buyouts sponsored by private equity firms where European Capital is neither the sole
nor lead mezzanine or senior debt investor.
Direct Investments
European Capital provides debt and equity financing directly to private and public companies, which is used for growth, acquisitions or
recapitalisations, and investing in structured finance vehicles.
ABOUT AMERICAN CAPITAL
American Capital (Nasdaq: ACAS), with $17 billion in capital resources under management, is the only private equity fund and the largest
alternative asset management company in the S&P 500. American Capital, both directly and through its global asset management business,
originates, underwrites and manages investments in private equity, leveraged finance, real estate and structured products. American Capital
and its affiliates invest from $5 million to $800 million per company in North America and EUR5 million to EUR500 million per company in
Europe. American Capital was founded in 1986 and currently has 13 offices in the U.S., Europe and Asia. For further information, please
refer to www.AmericanCapital.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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