LEVERATOR PLC INTERIM REPORT 1 JANUARY – 30 SEPTEMBER 2009


Leverator Plc     Stock Exchange Release                30 October 2009 at 11.45 a.m.

 

Business

Leverator Plc’s (Leverator) business consists of the issue of bonds and the grant of loans to CapMan Mezzanine IV L.P. mezzanine fund (CMM IV). Leverator’s result is formed by the difference between interest received from CMM IV’s loans and interest paid to bondholders. The issued bonds are listed on the Helsinki Exchanges (Nasdaq OMX Helsinki).

Bonds

Leverator has issued a serial loan with a fixed coupon interest of 8.162%. The bonds were issued in five tranches in accordance with the loan capital needed by CMM IV, and investors subscribed all five tranches according to their commitments. The final size of the bond totalled MEUR 192.

The bonds’ trading lot is MEUR 0.5 and the final loan maturity is 21 June 2016. Leverator has a call option to repay the bonds or part thereof not earlier than 22 June 2009. In the event that the bonds are called prior to 22 June 2011, a premature payment premium is paid as specified in the listing particulars.

Issued tranches and Leverator’s financial performance

 

Issued tranches (trading code LEVJ816216)
Tranche Issue date Size of the tranche, MEUR Date of listing Subscription price, %
1st tranche 12 July 2004 8.0 13 July 2004 100.00
2nd tranche 5 June 2006 40.0 13 June 2006 99.137
3rd tranche 28 March 2007 48.0 13 April 2007 98.290
4th tranche 28 April 2009 36.0 5 May 2009 97.389
5th tranche 18 June 2009 60.0 25 June 2009 98.468

 

Leverator issued fourth and fifth tranches during the review period. The size of the fourth tranche was MEUR 36.0 and the subscription price was 97.389%. The tranche was listed on 5 May 2009. The size of the fifth tranche was MEUR 60.0 and the subscription price was 98.468 %. The fifth and last tranche was listed on 25 June 2009.

During the review period Leverator forwarded a total of MEUR 96.0 loan to CMM IV from the proceeds received from the issue of the fourth and fifth tranches.

Leverator’s turnover for the review period was EUR 0, because the Company’s interest earnings and interest expenses are presented as financial items in the income statement. Leverator’s operating loss was EUR 61,124 (EUR 37,380 for the review period 1 January – 30 September 2008) and financial income and expenses totalled EUR 134,175 (EUR 102,837). The result for the review period was EUR 43,392 (EUR 36,645).

Leverator’s solvency and risks

The security for the bonds is Leverator’s receivable from CMM IV. The security for this receivable to Leverator is CMM IV’s mezzanine loan receivables from portfolio companies as well as associated options and portfolio company shares that are possibly subscribed on the basis of those options.

Leverator’s solvency to pay the bonds’ interest and principal is based on CMM IV’s solvency to pay the loan receivable and interest to Leverator. CMM IV’s solvency is dependent on its mezzanine loan receivables from portfolio companies and on the value of associated options or shares as well as on CMM IV’s right to call the commitments and clawback of the Fund’s Limited Partners. The most significant risks or uncertainty factors in Leverator’s operations are that the portfolio companies would not be able to pay their debt to the fund, that the fund’s Limited Partners would not be able to fulfil their obligations in accordance with fund agreement or that the fund’s solvency would be put at risk due to some other cause.

An examination of CMM IV’s solvency to manage the loan receivable to Leverator is first carried out in order to determine Leverator’s solvency.

CMM IV’s solvency

  MEUR
Outstanding balance to Leverator   192.0
   
CMM IV’s mezzanine loans and associated options and shares:  
     - acquisition cost 164.8
     - value appreciation -3.3
Net cash assets 40.9
Commitments at call from Limited Partners 10.0
Clawback at call 10.9
Total 223.3

The values given above are reported by CMM IV’s management company. Net cash assets MEUR 40.9 include MEUR 5 interest receivables, which CMM IV’s portfolio companies have been unable to pay in accordance with original loan terms to CMM IV due to restrictions in the portfolio companies’ senior loan agreements. The management company’s assessment of the value appreciation of mezzanine loans and associated options and shares is based on reporting principles common to the private equity industry. These principles aim at take into account risk factors caused by the general economic environment. The amount of commitments and clawback that the fund has a right to call from the Fund’s Limited Partners is based on CMM IV’s fund agreement.

Leverator’s solvency

  MEUR
Balance of bonds at nominal value 192.0
   
Leverator’s receivable from CMM IV at nominal value 192.0
Net cash assets 0.6
Total 192.5

Leverator’s solvency exceeds the balance of the bonds.

Leverator’s more detailed financial position is presented in the income statement, balance sheet, and cash flow statement in Appendix 1. There are no exceptional liabilities of Leverator or CMM IV in the knowledge of Leverator’s Board of Directors that should be considered in the above calculations.

Leverator’s ownership

The owners of Leverator Plc are CapMan Plc, Etera Mutual Pension Insurance Company, Foundation for Economic Education, Ilmarinen Mutual Pension Insurance Company, OP Life Assurance Company Ltd, Pharmacy Pension Fund, Mandatum Life Insurance Company Limited, Varma Mutual Pension Insurance Company and Yleisradio Pension Fund with equal holdings.

Leverator’s management

On 12 May 2009 the shareholders of Leverator Plc elected the following members to the Company’s Board of Directors: Mr Risto Autio, Mr Karri Alameri, Mr Kari Joutsa, Mr Harri Lemmetti, Mr Olli Liitola, Mr Jyrki Orpana, Mr Jorma Tammenaho, Mr Hannu Tarkkonen and Mr Kyösti Ylikortes. The members elected Mr Jyrki Orpana as Chairman of the Board.

Future outlook

Developments in the general market environment in the next few years may continue to cause difficulties in the ability of fund’s portfolio companies to pay interest on their mezzanine loans and repay principal to the fund in accordance with original loan terms. The amount of unpaid interest receivables mentioned under CMM IV’s solvency is expected to rise during 2009–2010. These, in turn, might weaken the fund’s ability to meet in full its debt to Leverator Plc, which would affect Leverator Plc’s solvency.

It is highly probable that the Company’s interest earnings will cover its interest payable and other

expenses in 2009 and 2010.

Leverator Plc will publish its Financial Statements 1 January – 31 December 2009 on 5 February 2010.

Helsinki 30 October 2009

LEVERATOR PLC

Board of Directors

 

For further information, please contact:
Martti Timgren, CEO, tel. +358 207 207 582 or mobile +358 50 531 9772

DISTRIBUTION
Helsinki Exchanges
Principal media
Bondholders

APPENDIX 1.                     Income statement, balance sheet, cash flow statement and statement of changes in equity

Interim Report 1 January – 30 September 2009 has been prepared in compliance with International Financial Reporting Standards (IFRS)  and the accounting principles applied in the Interim Report are the same as in the financial statements for 2008. The Interim Report has not been audited.

APPENDIX 1.             INCOME STATEMENT, BALANCE SHEET, STATEMENT OF CHANGES IN EQUITY AND CASH FLOW STATEMENT

 

INCOME STATEMENT, IFRS          
           
EUR 1.7.- 30.9.2009 1.1.- 30.9.2009 1.7.-
30.9.2008
1.1.- 30.9.2008 1.1.- 31.12.2008
           
Turnover 0 0 0 0 0
           
Personnel expenses 0 0 0 0 -23 200
Other operating expenses -27 187 -61 124 -8 949 -37 380 -52 963
           
Operating loss -27 187 -61 124 -8 949 -37 380 -76 163
           
Financial income and expenses 60 409 134 175 34 890 102 837 161 429
           
Profit/loss before taxes 33 222 73 051 25 941 65 457 85 266
           
Income taxes -13 013 -29 659 -11 933 -28 812 -35 758
           
Profit/loss for the financial year 20 209 43 392 14 008 36 645 49 508
           
           
           
Earnings per share          
           
Earnings per share, € 0,0196 0,0422 0,0136 0,0356 0,0481

 

BALANCE SHEET, IFRS      
       
EUR 30.9.2009 30.9.2008 31.12.2008
       
ASSETS      
       
Fixed assets      
       
Investments      
Other investments 189 622 237 95 165 361 95 289 749
       
Total fixed assets 189 622 237 95 165 361 95 289 749
       
Current assets      
       
Deferred tax assets 0 0 0
Short-term receivables 4 756 858 2 573 133 508 144
Cash and bank 466 563 286 513 377 480
       
Total current assets 5 223 421 2 859 646 885 624
       
TOTAL ASSETS 194 845 658 98 025 007 96 175 373
       
SHAREHOLDERS' EQUITY AND LIABILITIES    
       
Shareholders' equity      
       
Share capital 102 857 102 857 102 857
Other reserves 231 989 231 989 231 989
Retained earnings -89 528 -139 036 -139 036
Profit/loss for the financial year 43 392 36 645 49 508
       
Total shareholders' equity 288 710 232 455 245 318
       
       
Liabilities      
       
Capital loan 600 000 545 319 558 915
Long-term liabilities 189 226 474 94 980 008 95 132 348
Short-term liabilities 4 665 196 2 238 552 203 173
Deferred tax liabilities 65 278 28 673 35 619
       
Total liabilities 194 556 948 97 792 552 95 930 055
       
TOTAL SHAREHOLDERS' EQUITY      
AND LIABILITIES 194 845 658 98 025 007 96 175 373

 

STATEMENT OF CHANGES IN EQUITY, IFRS    
         
  Share capital Other reserves Retained   earnings Total equity
Equity on 31.12.2008 102 857 231 989 -89 528 245 318
Profit for the financial year     43 392 43 392
Equity on 30.9.2009 102 857 231 989 -46 136 288 710
         
  Share capital Other reserves Retained earnings Total equity
Equity on 31.12.2007 102 857 231 989 -139 036 195 810
Profit for the financial year     36 645 36 645
Equity on 30.9.2008 102 857 231 989 -102 391 232 455

 

CASH FLOW STATEMENT, IFRS      
       
EUR 1-9/2009 1-9/2008 1-12/2008
       
Cash flow from operations      
Operating profit/loss 43 392 36 645 49 508
Other adjustments to operating profit -111 241 -91 592 -136 513
Interest paid -7 835 520 -3 917 760 -7 835 520
Interest received 4 548 088 4 039 965 8 080 750
Cash flow from operations -3 355 281 67 258 158 225
       
Cash flow from investments      
Investments in other placements -94 140 840 0 0
Cash flow from investments -94 140 840 0 0
       
Financial cash flow      
Change in long-term liabilities 97 585 204 0 0
Financial cash flow 97 585 204 0 0
       
Change in cash funds 89 083 67 258 158 225
Cash funds at start of the period 377 480 219 255 219 255
Cash funds at end of the period 466 563 286 513 377 480