European Capital - - European Capital Limited - Interim Management Statement
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European Capital

First Floor, Dorey Court
Admiral Park
St. Peter Port, Guernsey
GY1 6HJ
Info@EuropeanCapital.com
www.EuropeanCapital.com


FOR IMMEDIATE RELEASE:
19 November 2008

Contact
John Erickson, Director,
European Capital Financial Services (Guernsey) Limited
+1 (301) 951-6122
Tom McHale, Director,
European Capital Financial Services Limited
+1 (301) 951-6122
Juan Carlos Morales Cortes, Finance Director,
European Capital Financial Services Limited
+44 (0)207 539 7100


EUROPEAN CAPITAL LIMITED – INTERIM MANAGEMENT STATEMENT

St. Peter Port, Guernsey – 19 November 2008 – European Capital Limited (LSE: ECAS) ("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 €43 million, compared with €429 million in the third quarter of 2007. The third quarter 2008 investments comprised of a €30 million mezzanine investment in CEPL, a leading European logistics provider specialising in the outsourcing of automated multi-product order preparation, and €13 million in two add-on investments.
  • Realised proceeds of €95 million, compared with €123 million in the third quarter of 2007. The third quarter 2008 realisation included a €32 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 €9 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 €100 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 €0.15 per share, compared to €0.21 per share for the third quarter of 2007.

Realised Earnings

Earnings less appreciation and depreciation ("Realised Earnings") increased 86% to €0.39 per share for the third quarter of 2008, compared to €0.21 per share for the third quarter of 2007. Realised Earnings for the year to date ended 30 September 2008 of €0.84 covered 183% of the €0.46 per share dividend for the year to date ended September 2008.

Earnings

Earnings for the third quarter of 2008 were a loss of €0.58 per share, a decrease of €0.61 per share from the third quarter of 2007 Earnings of €0.03 per share. This loss was primarily driven by €91 million of net unrealised depreciation during the third quarter of 2008, offset by €41 million of Realised Earnings.

Net Asset Value ("NAV")

European Capital's NAV per share as of 30 September 2008 was €7.13, a decrease of €2.54 or 26% less than the 31 December 2007 NAV per share of €9.67.

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 €2.7 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 €5 million and €500 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 €5 million to €500 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.

EUROPEAN CAPITAL FINANCIAL SERVICES, LTD.
London
25 Bedford Street
London WC2E 9ES
United Kingdom
+44 (0)207 539 7000
+44 (0)207 539 7041 Fax
Frankfurt Branch
Taunusanlage 18
60325 Frankfurt am Main
Germany
++ 49 69 7171 297-0
++ 49 69 7171 297-30 Fax
Madrid Branch
Velázquez, 47, 7°
28001 Madrid
Spain
+34 (91) 423 27 60
+34 (91) 423 27 70 Fax

Paris Branch
112 avenue Kléber
75784 Paris cedex 16
France
+33 (0)1 40 68 06 66
+33 (0)1 40 68 06 88 Fax