EIH PLC : Final Results

RNS Number : 7990D

EIH PLC

22 May 2012

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22 May 2012

EIH plc (the "Company")

Final Results

EIH plc reports its results for the financial year ended 31 December 2011. A copy of this announcement will shortly be available for inspection athttp://www.eihplc.co.uk/regnews.aspx .

Printed copies of the Annual Report together with the Notice of 2012 Annual General Meeting will be posted to shareholders in due course.

For further information, please contact:

EIH plc

Rhys Davies

Tel: [phone]

Singer Capital Markets (Nominated Adviser)

James Maxwell / Nick Donovan

[phone]

Chairman's Statement

At 31 December 2011, the net asset value of EIH plc ("the Company") was US$0.794 per share as compared with US$1.136 per share a year earlier, representing a decrease of 30.1%. Based on the weighted average number of ordinary shares, the loss per share for the year was US$0.1631 (2010: profit per share US$0.1742).

It is noted that during the year in review the Company distributed 18 cents per share, equivalent to approximately US$11.7m, to shareholders and repurchased 500,000 shares for cancellation (US$0.3m). The Company today separately reported that it will distribute a further 3 cents per share with a payment date of 8 June 2012.

During the year in review, the Company received distributions of US$2.5m from the Evolvence India Fund PCC ("EIF"), and invested a further US$2.5m in EIF.

Total operating costs during the year were US$0.5m. This figure represents approximately 1% of the Company's Financial Assets at fair value. In addition, the Company paid certain annual management fees and expenses to EIF in respect of its commitment. These costs are embedded in the capital accounts for those two funds and do not appear in the Company's statement of comprehensive income.

The Company's portfolio now comprises the following (based on year end Fair Values):

Table 1. Investments	Capital Commitment	Capital invested	Capital Distribution	Fair value adjustment	Fair      Value
	US$	US$	US$	US$	US$
Fund Investments (equity)
Evolvence India Fund PCC	45,120,000	41,579,573	(12,967,996)	798,741	29,410,318
Direct Investments (equity)
EIF Co Invest VII (RSB Group)	6,969,600	6,969,600	(29,235)	49,825	6,990,190
EIF Co Invest X (Gland Pharma Limited)	4,510,000	4,510,000	-	5,692,644	10,202,644
	56,599,600	53,059,173	(12,997,231)	6,541,210	46,603,152

EIF

At the year end the Company had US$28.6m invested in EIF (capital called less refund capital contributions), equivalent to 44.4 cents per share. At the reporting date the fair value of the Company's investment in EIF was US$29.4m, equivalent to 45.6 cents per share, representing a 1.03 times multiple over cost.

On 9 February 2012, the Company reported that, following a cash call of US$3.5m, 100% of EIF's committed capital had been drawn down and EIH had no outstanding commitment to EIF.

The Company today separately reported that it has received a distribution from EIF of US$1.8m. Approximately US$0.5m represents a partial return of the capital drawn down by EIF in February 2012, such that EIF now has technically only drawn down 98.85% of its committed capital, with 1.15% remaining undrawn. However, EIF's managers have informed us that this unfunded commitment will likely be adjusted against future distributions, such that no further cash calls are likely to be made by EIF.

During the year in review the BSE SENSEX and BSE MIDCAP Indian stock market indices declined by 24.6% and 34.2% respectively in local currency. It is also noted that the Indian Rupee ("INR") declined by 16.4% against the US Dollar during the year in review.

Against this challenging environment EIF's underlying private equity funds performed relatively well. On the basis of beginning and end period fair values, and adjusting for drawdowns and distributions made during the period, the fair value of EIF's underlying funds declined by approximately 17% in US Dollar terms, while in INR terms this decline was approximately 1%. On the same basis of measurement, EIF's direct investments moderately outperformed its underlying funds although there was a wide dispersion of performance.

Both EIF's underlying funds and its direct investments hold exposure to listed equities and EIF's overall weighting was approximately 9% at the year end.

EIF's sector exposure is weighted towards Infrastructure (28%) and Real Estate (19%). Investments in the Infrastructure sector, and to a lesser extent in Real Estate, tend to be structured in such a way as to afford mid-to-high teens expected returns. EIF's next highest sector weightings are to Healthcare and Pharmaceuticals (16%), Manufacturing (13%), and Information Technology (7%). EIF's investments in these sectors may be broadly understood as classic "growth capital" investments where expected returns are largely a function of the underlying growth in investee cash flow and profitability, and to a lesser extent by exit multiples.

The majority of EIF's ten underlying private equity funds have fully drawn down their committed capital from EIF, and EIF's remaining commitments are concentrated in two funds (HI-REF International LLC Fund and NYLIM Jacob Ballas India Fund III). During the year in review, EIF received net distributions from most of its mature funds while its drawdowns were concentrated in the two aforementioned funds.

At the period end the fair value of the Company's interest in EIF's ten underlying private equity funds was US$15.8m, equivalent to 24.5 cents per share, while EIF's direct investments had a fair value of US$12.6m, equivalent to 19.6 cents per share (see Table 2, below).

The Directors have reviewed certain underlying financial information provided to us by EIF's Investment Manager and we remain confident that as EIF's underlying portfolio matures and further realizations are achieved, further cash distributions will be received by the Company.

From the period end until 30 April 2012, the BSE SENSEX and BSE MIDCAP Indian stock market indices had advanced by 12.1% and 23.0% respectively in INR terms. It is also noted that in the same period the INR strengthened by 2.5% against the US Dollar.

EILSF

The Company's interest in EILSF was disposed of in June 2011.

Gland Pharma Limited ("Gland")

Gland is a specialized generic pharmaceuticals company based in Hyderabad. Gland has delivered strong compound revenue growth and stable EBITDA margins over the past three years. Moreover, it has a portfolio of US Food and Drugs Administration ("FDA") approved products and a promising pipeline. The Company's direct investment in Gland is held through EIF Co Invest X. The shareholders in EIF Co Invest X are the Company and EIF, which invested US$4.5m and US$12.5m respectively, for a total investment of US$17.0m. No fees are payable on the Company's investment in EIF Co Invest X, while the Company's indirect investments in Gland (through its interest in EIF) attract standard management and carried interest fee arrangements. Through the above arrangements, and on a look-through basis, the Company has a total of US$6.8m invested in Gland (at cost) compared to the US$4.5m invested in Gland through EIF Co Invest X.

Through the above arrangements, and on a look-through basis, the fair value of Company's interest in Gland is 23.7 cents per share; while the fair value of the Company's interest in Gland held through EIF Co Invest X is valued at 15.8 cents per share (see Table 2, below). These values represent a 2.3 times multiple over cost. The Directors have reviewed certain underlying financial information pertaining to Gland and the valuation basis employed in the fair valuation calculation thereof.

RSB Group ("RSB")

RSB is a large automotive components group based in Pune with a multi-product portfolio comprising of propeller shafts, gears, axles, machined engine components, trailers and construction equipment parts. The Company's direct investment in RSB is held through EIF Co Invest VII. The shareholders in EIF Co Invest VII are the Company and EIF, which invested US$7.0m and US$10.0m respectively, for a total investment of US$17.0m. No fees are payable on the Company's investment in EIF Co Invest VII, while the Company's indirect investment in RSB (through its interest in EIF) attracts standard management and carried interest fee arrangements. Through the above arrangements, and on a look-through basis, the Company has a total of US$8.7m invested in RSB (at cost) compared to the US$7.0m invested in RSB through EIF Co Invest VII.

Through the above arrangements, and on a look-through basis, the fair value of Company's interest in RSB is 13.6 cents per share; while the fair value of the Company's interest in RSB held through EIF Co Invest VII is 10.8 cents per share (see Table 2, below). These values represent a 1.0 times multiple over cost. The Directors have reviewed certain underlying financial information pertaining to RSB and the valuation basis employed in the fair valuation calculation thereof.

The decline in the fair value of the Company's interest in RSB from 1.6 times multiple over cost at the prior period end is largely due to the decline in trading multiples of the comparable group as well as currency effects. In INR terms, RSB was valued at 1.4 times multiple over cost at the year end.

Table 2. Investments (Fair Values)	As per LP reports	RSB (EIF)	Gland (EIF)	Pro-forma
	US$	US$	US$	US$
Fund Investments
EIF (PE funds)	15,821,884			15,821,884
EIF (direct investments)	12,662,328	(1,806,984)	(5,113,950)	5,741,394
EIF (other)	926,106			926,106
Direct Investments
RSB Group	6,990,190	1,806,984		8,797,174
Gland Pharma Limited	10,202,644		5,113,950	15,316,594
	46,603,152	-	-	46,603,152

Table 2 extracts the Company's "look through" interests in the Gland and RSB (from EIF) and adds them to the Company's direct interests in Gland and RSB (held by EIF Co Invest X and EIF Co Invest VII respectively).  On this basis, 51.7% of the Company's Financial Assets at Fair Value (US$24.1m, equivalent to 37.4 cents per share), is accounted for by its interests in Gland and RSB on an underlying pro-forma basis.

The table also shows that a further 33.9% of the Company's Financial Assets at Fair Value is accounted for by its interests in EIF's ten PE fund investments, a further 12.3% by its interests in EIF's direct investments (excluding Gland and RSB).

Other matters

The Company repurchased 500,000 shares for cancellation (US$0.3 million) during the year.

At the date of this report the Company holds US$3.0m in net cash balances, equivalent to 4.7 cents per share.

As a Board we will continue to manage operating costs carefully. Our objective is to realize assets at the appropriate time and value, and to return the proceeds less expenses to our shareholders.

Respectfully yours,

Rhys Cathan Davies
21 May 2012

Statement of Comprehensive Income

for the year ended 31 December 2011

	Note	31 December 2011	31 December 2010
		US$	US$
Income
Interest income on cash balances		9,795	48,847
Fair value movement on investments at fair value through profit or loss	7	(11,169,830)	12,441,576
Profit on disposal of investments at fair value through profit or loss	7	1,133,000	-
Other income		1,798	1,763
Net investment (expense)/income		(10,025,237)	12,492,186
Expenses
Administrative expenses	9.2	(281,010)	(274,230)
Legal and other professional fees		(220,045)	(991,543)
Audit fees		(52,018)	(40,396)
Value Added Tax recovered		-	134,993
Total operating expenses		(553,073)	(1,171,176)
(Loss)/profit before tax		(10,578,310)	11,321,010
Income tax expense	16	-	-
(Loss)/profit for the year		(10,578,310)	11,321,010
Other comprehensive income		-	-
Total comprehensive (expense)/income for the year		(10,578,310)	11,321,010
Basic and fully diluted (loss)/earnings per share (cents)	14	(16.31)	17.42

The Directors consider that all results derive from continuing activities.

The accompanying notes form an integral part of these financial statements.

Statement of Financial Position
as at 31 December 2011

	Note		31 December 2011	31 December 2010
			US$	US$
Non-current assets
Financial assets at fair value through profit or loss	7		46,603,152	61,669,218
Total non-current assets			46,603,152	61,669,218
Current assets
Trade and other receivables	11		42,085	88,237
Cash and cash equivalents	10		4,652,483	12,319,933
Total current assets			4,694,568	12,408,170
Total assets			51,297,720	74,077,388
Issued share capital	13		1,264,706	1,274,510
Share premium			46,589,924	58,580,120
Retained earnings			3,372,616	13,950,926
Total equity			51,227,246	73,805,556
Trade and other payables	12		70,474	271,832
Total current liabilities			70,474	271,832
Total liabilities			70,474	271,832
Total equity and liabilities			51,297,720	74,077,388

The financial statements were approved by the Board of Directors on 21 May 2012 and signed on their behalf by:

Rhys DaviesBrett Miller

Director                                                                         Director

The accompanying notes form an integral part of these financial statements

Statement of Changes in Equity

for the year ended 31 December 2011

	Share Capital	Share Premium	Retained Earnings	Total
	US$	US$	US$	US$
Balance at 1 January 2010	1,274,510	58,580,120	2,629,916	62,484,546
Total comprehensive income
Profit  for the year	-	-	11,321,010	11,321,010
Total comprehensive income	-	-	11,321,010	11,321,010
Balance at 31 December 2010	1,274,510	58,580,120	13,950,926	73,805,556
Balance at 1 January 2011	1,274,510	58,580,120	13,950,926	73,805,556
Total comprehensive income
Loss for the year	-	-	(10,578,310)	(10,578,310)
Other comprehensive income	-	-	-	-
Total comprehensive income	-	-	(10,578,310)	(10,578,310)
Transactions with shareholders
Share buy-backs	(9,804)	(290,196)	-	(300,000)
Return of capital to shareholders	-	(11,700,000)	-	(11,700,000)
Total transactions with shareholders	(9,804)	(11,990,196)	-	(12,000,000)
Balance at 31 December 2011	1,264,706	46,589,924	3,372,616	51,227,246

The accompanying notes form an integral part of these financial statements

Statement of Cash Flows

for the year ended 31 December 2011

	Note	31 December 2011	31 December 2010
		US$	US$
Cash flows from operating activities
(Loss)/profit before tax		(10,578,310)	11,321,010
Adjustments:
Interest income on cash balances		(9,795)	(48,847)
Fair value movement on investments at fair value through profit or loss		11,169,830	(12,441,576)
Profit on disposal of investments at fair value through profit or loss		(1,133,000)	-
Operating loss before working capital changes		(551,275)	(1,169,413)
Decrease in trade and other receivables		37,153	26,306
(Decrease)/Increase in trade and other payables		(201,358)	58,370
Cash used in operations		(715,480)	(1,084,737)
Interest received		18,794	54,398
Net cash used by operating activities		(696,686)	(1,030,339)
Cash flows from investing activities
Proceeds from sale of investment	7	5,000,000	-
Capital calls	7	(2,482,067)	(4,447,505)
Repayment of short term loan		-	2,500,000
Capital distribution received	7	2,511,303	4,806,305
Net cash generated from investing activities		5,029,236	2,858,800
Cash flows from financing activities
Share buy-backs		(300,000)	-
Return of capital to shareholders		(11,700,000)	-
Net cash used by financing activities		(12,000,000)	-
Net (decrease)/increase in cash and cash equivalents		(7,667,450)	1,828,461
Cash and cash equivalents at beginning of the year		12,319,933	10,491,472
Cash and cash equivalents at end of year	10	4,652,483	12,319,933

The accompanying notes form an integral part of these financial statements

Notes to the Financial Statements

for the year ended 31 December 2011

1          The Company

EIH plc was incorporated and registered in the Isle of Man under the Isle of Man Companies Act 1931-2004 on 10 November 2006 as a public company with registration number 118297C. The company re-registered under the Isle of Man Companies Act 2006 on 28 March 2011 with registration number 006738V.

Pursuant to a prospectus dated 19 March 2007 there was a placing of up to 65,000,000 Ordinary Shares of £0.01 each. The number of Ordinary Shares in issue immediately following the placing was 65,000,002. The shares of the Company were admitted to trading on AIM, a market of that name operated by the London Stock Exchange plc following the closing of the placing on 23 March 2007.  The Company purchased 500,000 of its own shares for US$ 0.60 each on 30 September 2011.

The Company's agents perform all significant functions. Accordingly, the Company itself has no employees.

The Company currently does not have a fixed life but the Board considers it desirable that Shareholders should have the opportunity to review the future of the Company at appropriate intervals. Accordingly, at the annual general meeting of the Company in 2012 a resolution will be proposed that the Company ceases to continue as presently constituted. Shareholders holding at least fifty per cent of the shares must vote in favour of this resolution for it to be passed. If the resolution is not passed, a similar resolution will be proposed at every third annual general meeting of the Company thereafter. If the resolution is passed, the Directors will be required, within 3 months of the resolution, to formulate proposals to be put to Shareholders to reorganise, unitise or reconstruct the Company or for the Company to be wound up.

2          Basis of preparation

2.1        Statement of compliance

These financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRSs").

The financial statements were authorised for issue by the Board of Directors on 21 May 2012.

2.2        Basis of measurement

The financial statements have been prepared on the historical cost basis except for financial assets at fair value through profit or loss that are measured at fair value in the statement of financial position.

2.3        Functional and presentation currency

These financial statements are presented in US Dollars, which is the Company's functional currency. All financial information presented in US Dollars has been rounded to the nearest Dollar.

2.4        Use of estimates and judgements

The preparation of financial statements in conformity with IFRSs requires the Directors to make judgements, estimates and assumptions that affect the application of policies and the reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities which are not readily apparent from other sources. Actual results may differ from these estimates.

Judgements made by the Directors in the application of IFRSs that have a significant impact on the financial statements and estimates with a significant risk of material adjustment in the next financial year relate to valuation of financial assets at fair value through profit or loss - see note 4.

3          Significant accounting policies

The accounting policies set out below have been applied consistently to all periods presented in these financial statements.

3.1        Investments at fair value through profit or loss

Investments are designated as financial assets at fair value through profit or loss. They are measured at fair value with gains and losses recognised through the profit or loss

The fair value of investments at fair value through profit or loss in unlisted equity investments is estimated by the Directors, with input from Evolvence India Advisors Inc. In estimating the fair value of the Company's investments in private equity funds consideration is taken of the valuations of underlying investments performed by the directors and managers of those funds. The valuation of the unlisted holdings in the co-investments and underlying funds investments are performed by using the most appropriate valuation techniques, including the use of recent arms' length market transactions, use of market comparables, use of discounted cash flows or any other valuation technique that provides a reliable estimate. Under the discounted cash flow method, free cash flows have been discounted using an appropriate weighted cost of capital.

Listed holdings in the co-investments and underlying funds are valued based upon prevailing market prices as of the date of valuation. The exited investments have been valued using the respective exited multiples.

3.2        Foreign currency translation

The US dollar is the functional currency and the presentation currency. Transactions in foreign currencies are translated to the functional currency of the Company at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the date of these financial statements are translated to US dollars at exchange rates prevailing on that date. All resulting exchange differences are recognised in the profit or loss.

3.3        Interest income and dividend income

Interest income is recognised on a time-proportionate basis using the effective interest rate method. Dividend income is recognised when the right to receive payment is established.

3.4        Cash and cash equivalents

Cash comprises current deposits with banks. Cash equivalents are short-term highly liquid investments that are readily convertible to known amounts of cash, are subject to an insignificant risk of changes in value, and are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes.

3.5        Earnings per share

The Company presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding, adjusted for the effects of all dilutive potential ordinary shares.

3.6        Segment reporting

The Company has one segment focusing on maximising total returns through investing in an Indian private equity portfolio of investments. No additional disclosure is included in relation to segment reporting, as the Company's activities are limited to one business and geographic segment.

3.7        Future changes in accounting policies

IASB (International Accounting Standards Board) and IFRIC (International Financial Reporting Interpretations Committee) have issued the following standards and interpretations with an effective date after the date of these financial statements:

New/Revised International Financial Reporting Standards (IAS/IFRS)	Effective date (accounting periods commencing  on or after)
IAS 1 Presentation of Financial Statements - Amendments to revise the way other comprehensive income is presented (June 2011)	1 July 2012
IAS 12 Income Taxes - Limited scope amendment (recovery of underlying assets) (December 2010)	1 January 2012
IAS 19 Employee Benefits - Amendment resulting from Post-Employment Benefits and Termination Benefits projects (as amended in June 2011)	1 January 2013
IAS 27 Consolidated and Separate Financial Statements - Reissued as IAS 27 Separate Financial Statements (as amended in May 2011) IAS 28 Investments in Associates - Reissued as IAS 28 Investments in Associates and Joint Ventures (as amended in May 2011) IAS 32 Financial Instruments Presentation - Amendments to application guidance on the offsetting of financial assets and financial liabilities (December 2011)	1 January 2013 1 January 2013 1 January 2013
IFRS 7 Financial Instruments: Disclosures - Amendments enhancing disclosures about transfers of financial assets (October 2010)	1 July 2011
IFRS 7 Financial Instruments: Disclosures - Amendments enhancing disclosures about offsetting of financial assets and financial liabilities (December 2011)	1 January 2013
IFRS 7 Financial Instruments: Disclosures - Amendments requiring disclosures about initial applicability of IFRS 9 (December 2011) IFRS 9 Financial Instruments - Classification and measurement of financial assets (as amended in December 2011) IFRS 9 Financial Instruments - Accounting for financial liabilities and derecognition (as amended in December 2011) IFRS 10 Consolidated Financial Statements (May 2011) IFRS 11 Joint Arrangements (May 2011) IFRS 12 Disclosure of Interests in Other Entities (May 2011)	1 January 2015 1 January 2015 1 January 2015 1 January 2013 1 January 2013 1 January 2013
IFRS 13 Fair Value Measurement (May 2011)	1 January 2013
IFRIC Interpretation
IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments	1 January 2013

The Directors do not expect the adoption of the standards and interpretations to have a material impact on the Company's financial statements in the period of initial application. However, IFRS 9 Financial Instruments will change classification of financial assets.

IFRS 9 deals with the classification and measurement of financial assets and its requirements represent a significant change from the existing IAS 39 in respect of financial assets. The standard contains two primary measurement categories for financial assets: at amortised cost and fair value.

A financial asset would be measured at amortised cost if it is held within a business model whose objective is to hold assets in order to collect contractual cash flows, and the asset's contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal outstanding. All other financial assets would be measured at fair value. The standard eliminates the existing IAS 39 categories of held to maturity, available for sale and loans and receivables.

For an investment in an equity instrument that is not held for trading, the standard permits an irrevocable election, on initial recognition, on an individual share-by-share basis, to present all fair value changes from the investment in other comprehensive income. No amount recognised in other comprehensive income would ever be reclassified to profit or loss. However, dividends on such investments are recognised in profit or loss, rather than other comprehensive income unless they clearly represent a partial recovery of the cost of the investment. Investments in equity instruments in respect of which the entity does not expect to present fair value changes in other comprehensive income would be measured at fair value with changes in fair value recognised in profit or loss.

The standard is not expected to have an impact on the measurement basis of the financial assets since the majority of the Company's financial assets are measured at fair value through profit or loss.

4          Use of estimates and judgements

These disclosures supplement the commentary on financial risk management (see note 17).

Key sources of estimation uncertainty

Determining fair values

The determination of fair values for financial assets for which there is no observable market prices requires the use of valuation techniques as described in accounting policy 3.1. For financial instruments that trade infrequently and have little price transparency, fair value is less objective, and requires varying degrees of judgement depending on liquidity, concentration, uncertainty of market factors, pricing assumptions and other risks affecting the specific instrument. See also "Valuation of financial instruments" below.

Critical judgements in applying the Company's accounting policies

Valuation of financial instruments

The Company's accounting policy on fair value measurements is discussed in accounting policy 3.1. The Company measures fair value using the following hierarchy that reflects the significant of inputs used in making the measurements:

·      Level 1: Quoted market price (unadjusted) in an active market for an identical instrument.

·      Level 2: Valuation techniques based on observable inputs, either directly (i.e., as prices) or indirectly (i.e., derived from prices). This category included instruments valued using: quoted market prices in active markets for similar instruments: quoted market prices for identical or similar instruments in markets that are considered less than active; or other valuation techniques where all significant inputs are directly or indirectly observable from market data.