FOR IMMEDIATE RELEASE:
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| 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. | ||
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