LEVERATOR PLC INTERIM REPORT 1 JANUARY – 31 MARCH 2009


Leverator Plc     Interim Report       12 May 2009 at 11.30 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.

Bonds

Leverator has issued a serial loan with a fixed coupon interest of 8.162%. The bonds will be issued in a maximum of five tranches in accordance with the loan capital needed by CMM IV, and investors have committed to subscribe all five tranches. The last tranche will be issued no later than 18 June 2009.

The tranches have a maximum size of MEUR 60 each. The maximum total issue is 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

No tranches were issued during the review period. 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 10,787 (EUR 9,408 for the review period 1 January – 31 March 2008) and financial income and expenses totalled EUR 31,888 (EUR 34,096). The result for the review period was EUR 12,071 (EUR 14,993).

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 and on the credit limit of CMM IV. 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   96.0
   
CMM IV’s mezzanine loans and associated options and shares:  
     - acquisition cost 151.6
     - value appreciation -7.7
Net cash assets 3.0
Commitments at call from Limited Partners 10.0
Clawback at call 10.9
Credit limit balance -41.8
Total 126.0

The values given above are reported by CMM IV’s management company. 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 96.0
   
Leverator’s receivable from CMM IV at nominal value 96.0
Net cash assets 0.7
Total 96.7

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.

Adoption of IFRS standards (IAS)

As of 1 January 2007, Leverator Plc has adopted International Financial Reporting Standards (IFRS) in its financial reporting.

Events after the review period

Leverator issued the fourth tranche on 28 April 2009. The size of the fourth tranche was MEUR 36.0 and the subscription price was 97.389%. The tranche was listed on 5 May 5009.

After the review period Leverator forwarded a MEUR 36.0 loan to CMM IV from the proceeds received from the issue of the second tranche.

Future outlook 

Developments in the general market environment in the next few years may cause difficulties in the ability of fund’s portfolio companies to pay interest on their mezzanine loans and repay principal to the fund. This, in turn, might weaken the fund’s ability to meet in full its debt to Leverator Plc, which would affect Leverator Plc’s solvency. The last possible date of issue of the last tranche is 18 June 2009. It is highly probable that the Company’s interest earnings will cover its interest payable and other expenses in 2009.

 Leverator Plc will publish its Interim Report 1 January – 31 June 2009 on 7 August 2009.

 Helsinki 12 May 2009

 LEVERATOR PLC

 Board of Directors

 For further information, please contact:

Olli Liitola, Member of the Board of Directors, tel. +358 207 207 506 or mobile +358 400 605 040

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 – 31 March 2009 has been prepared in compliance with International Financial Reporting Standards (IFRS) applying IAS and IFRS standards, as well as SIC and IFRIC interpretations, valid on 31 December 2007. The figures in the Interim Report are unaudited.

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

 

INCOME STATEMENT, IFRS      
       
EUR 1.1.- 31.3.2009 1.1.- 31.3.2008 1.1.- 31.12.2008
       
Turnover 0 0 0
       
Personnel expenses 0 0 -23 200
Other operating expenses -10 787 -9 408 -52 963
       
Operating loss -10 787 -9 408 -76 163
       
Financial income and expenses 31 888 34 096 161 429
       
Profit/loss before taxes 21 101 24 688 85 266
       
Income taxes -9 030 -9 695 -35 758
       
Profit/loss for the financial year 12 071 14 993 49 508
       
       
       
Earnings per share:      
       
Earnings per share, € 0,0117 0,0146 0,0481

 

BALANCE SHEET, IFRS      
       
EUR 31.3.2009 31.3.2008 31.12.2008
       
ASSETS      
       
Fixed assets      
       
Investments      
Other investments 95 289 749 95 046 233 95 289 749
       
Total fixed assets 95 289 749 95 046 233 95 289 749
       
Current assets      
       
Deferred tax assets 0 0 0
Short-term receivables 2 612 177 2 583 611 508 144
Cash and bank 348 978 178 830 377 480
       
Total current assets 2 961 155 2 762 441 885 624
       
TOTAL ASSETS 98 250 904 97 808 674 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 12 071 14 993 49 508
       
Total shareholders' equity 257 389 210 803 245 318
       
       
Liabilities      
       
Capital loan 572 543 519 251 558 915
Long-term liabilities 95 132 348 94 833 982 95 132 348
Short-term liabilities 2 243 975 2 235 082 203 173
Deferred tax liabilities 44 649 9 556 35 619
       
Total liabilities 97 993 515 97 597 871 95 930 055
       
TOTAL SHAREHOLDERS' EQUITY 98 250 904 97 808 674 96 175 373
AND LIABILITIES      

 

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     12 071 12 071
Equity on 31.3.2009 102 857 231 989 -77 457 257 389
         
  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     49 508 49 508
Equity on 31.12.2008 102 857 231 989 -89 528 245 318

 

CASH FLOW STATEMENT, IFRS      
       
EUR 1-3/2009 1-3/2008 1-12/2008
       
Cash flow from operations      
Operating profit/loss 12 071 14 993 49 508
Other adjustments to operating profit -40 573 -55 418 -136 513
Interest paid 0 0 -7 835 520
Interest received 0 0 8 080 750
Cash flow from operations -28 502 -40 425 158 225
       
Cash flow from investments      
Investments in other placements 0 0 0
Cash flow from investments 0 0 0
       
Financial cash flow      
Change in long-term liabilities 0 0 0
Financial cash flow 0 0 0
       
Change in cash funds -28 502 -40 425 158 225
Cash funds at start of the period 377 480 219 255 219 255
Cash funds at end of the period 348 978 178 830 377 480