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2011: the Year of Venture<br />

<strong>fundraising</strong><br />

<strong>special</strong><br />

A guide to raising capital<br />

BriefingJanuary 2011<br />

Healthcare provision in the UK Q&A: fred Wakeman<br />

January 2011 <strong>BVCA</strong> Briefing 1


The FT calls us the<br />

‘go-to’ law firm.<br />

So why go anywhere else?<br />

Talk to a law firm whose Private Equity and Venture Capital<br />

teams have worked with some of the biggest success stories.<br />

To find out more please visit www.olswang.com or contact<br />

Stephen Rosen at stephen.rosen@olswang.com


January 2011<br />

Contributors<br />

Special thanks to Noel Ainsworth,<br />

Bryony Livingstone, David Bailey,<br />

Anthony Tulloch, Fred Wakeman,<br />

Alexander Pankov and Simon Jamieson<br />

Contact us<br />

1st Floor North, Brettenham House<br />

Lancaster Place, London WC2E 7EN<br />

T: +44 (0)20 7420 1800<br />

F: +44 (0)20 7420 1801<br />

E: bvca@bvca.co.uk<br />

bvca.co.uk<br />

editor<br />

Tom Allchorne<br />

+44 (0)20 7420 1807<br />

research<br />

Nicola Smart<br />

+44 (0)20 7420 1817<br />

Commercial Opportunities<br />

Leon de Bono<br />

+44 (0)20 7420 1853<br />

events<br />

Kristina Gauzel<br />

+44 (0)20 7420 1824<br />

Training<br />

Leonie Pilgrim<br />

+44 (0)20 7420 1823<br />

Contents<br />

Letter from the CeO 3<br />

<strong>fundraising</strong> <strong>special</strong><br />

A guide for first-timers 4<br />

Venture on the <strong>fundraising</strong> trails 6<br />

new fund, new challenges 7<br />

Mid-market hits the road 8<br />

in-house or outsource? 9<br />

The legal and regulatory checklist 10<br />

Mega funds chase the money 11<br />

The Year of Venture 12<br />

Q&A with fred Wakeman, Advent international 14<br />

The future of healthcare provision 17<br />

<strong>BVCA</strong> Portfolio Company Management Awards 2011 19<br />

The russian Private equity initiative 20<br />

Public policy update 22<br />

industry index 25<br />

Market statistics 26<br />

Transaction tracker 29<br />

LP voice with Simon Jamieson, ff&P 32<br />

Kurt geiger case study 33<br />

reserve your copy of the next bvcaBriefing<br />

The next issue of the bvcaBRIEFING will be published in April 2011.<br />

To guarantee you receive your copy of the next edition please email<br />

Rob Hammond, rhammond@bvca.co.uk<br />

To advertise in the next bvcaBriefing please contact Leon de Bono,<br />

+44 (0)20 7420 1853 / ldebono@bvca.co.uk<br />

January 2011 <strong>BVCA</strong> Briefing 1


NEW<br />

Investor Relations<br />

and Fundraising<br />

course<br />

21 June 2011<br />

As firms join the <strong>fundraising</strong> trail at an unprecedented<br />

rate, the investor relations role has never been so crucial.<br />

With this in mind the <strong>BVCA</strong> has developed a new Investor<br />

Relations and Fundraising course, examining what<br />

institutional investors really want and how to best manage<br />

relationships.<br />

Speakers include leading industry practitioners<br />

and representatives from the <strong>BVCA</strong> investor<br />

relations Committee.<br />

Topics include:<br />

• Why the role is now more crucial than ever<br />

• The IR role in private equity<br />

• How to establish the IR function<br />

• Technical expertise for the role<br />

• Key concerns of LPs<br />

• Fundraising and managing the process<br />

• LP reporting<br />

• Investor relations management<br />

• Crisis management, communication<br />

and transparency<br />

Investing<br />

in training,<br />

enhancing<br />

returns<br />

Training and<br />

Professional<br />

Development<br />

in-house training options<br />

also available<br />

Open to members<br />

and non-members<br />

For further details please<br />

contact Leonie Pilgrim,<br />

Training Manager<br />

lpilgrim@bvca.co.uk<br />

T: +44 (0) 207 420 1823


CeO<br />

Simon<br />

Walker<br />

Happy New Year and welcome to the first edition of the <strong>BVCA</strong><br />

Briefing of 2011. An exciting year awaits all of us I feel, not least<br />

of all myself for this will be, sadly, my last column as CEO.<br />

I will leave any lengthy valedictory address for another time but suffice to say that the last<br />

three plus years have been anything but dull. When I joined in 2007, private equity was<br />

pretty much enemy number one. Coming from a corporate communications and public<br />

affairs background, one of my main tasks was mutual education: that is educating the<br />

private equity industry as to the nature of the media and government, and then educating<br />

politicians and journalists as to what the private equity model really involves.<br />

Contrasting then and now, I think it is fair to say that the reputation of private equity is in<br />

a better state than it was. Obviously I am going to say this, but I think even objectively it is<br />

the case, helped in no small part by the new stance on disclosure and transparency, which<br />

started with the Walker Report in late 2007.<br />

As an industry I believe that private equity now understands far better than it did how the media<br />

and government operates and at the <strong>BVCA</strong> we have certainly adapted our communications<br />

strategy to manage bad news or attempting to convey more positive information.<br />

And as my tenure started when the industry was under intense political scrutiny, so it closes<br />

as the industry finds itself on the cusp of new regulatory scrutiny. Whilst the first phase<br />

of the Alternative Investment Fund Managers (AIFM) Directive may be over, the next two<br />

years will be crucial in ensuring the application of the Directive is fair and appropriate to<br />

our industry, and I have every faith that the <strong>BVCA</strong> will work tirelessly to that end.<br />

On that note, I wish to thank everyone at the <strong>BVCA</strong> for their hard work and dedication,<br />

and all those within the industry who have been, and continue to be, a constant source of<br />

support and advice for the organisation.<br />

I also wish the best of luck to my successor, the extremely capable and distinguished<br />

Mark Florman. Mark, with a background in politics and finance, including a stint at<br />

Doughty Hanson, will no doubt lead the <strong>BVCA</strong> to even greater heights, although I must<br />

admit I can’t help but be slightly envious that he joins at a time when the industry is on<br />

an upward swing rather than at its lowest ebb like I did. I’ll be sure to let him know how<br />

lucky he is on a regular basis.<br />

Simon Walker<br />

Letter from<br />

the CeO<br />

January 2011 <strong>BVCA</strong> Briefing 3


Comment<br />

noel Ainsworth, a partner at law firm Simmons & Simmons, takes you through the legal and<br />

commercial considerations for first-time private equity funds.<br />

First time private equity fund GPs come in a variety of guises: they<br />

may be an existing team spinning-out from a PE house or a bank;<br />

a collection of principals from a number of firms with a common<br />

vision, or a group of corporate executives that are looking to leverage<br />

their operational expertise. In each case there are a number of key<br />

issues, both legal and commercial, that a first time GP will need to<br />

bear in mind when looking to successfully raise a debut fund.<br />

The first and most important consideration is to establish what<br />

it is that differentiates the new offering from the other funds in<br />

the market – this may be a novel investment strategy, particular<br />

operational or geographical expertise or simply an outstanding<br />

investment track record. Whatever it may be, LPs will need to be<br />

persuaded that the product being marketed is not something they<br />

can get from other, more established firms with more substantial<br />

track records.<br />

The offering itself is not all – as one of the doyens of private equity,<br />

Henry Kravis, has said “you only have one thing to sell in life, and that’s<br />

yourself”. The investment team is being sold to LPs as much as the<br />

fund product, and LPs are looking for a team that can demonstrate<br />

a complete skill set, from sourcing investments, making operational<br />

improvements and executing successful exits, and one which they<br />

can partner with for the long term – after all, they will be entrusting<br />

significant funds to their chosen manager for an extended period.<br />

The team’s skill set should also be supported by a verifiable track<br />

record which is consistent with the proposed fund’s investment<br />

strategy, which in some instances may be hard to compile, or<br />

subject to confidentiality constraints. In extreme cases, a trawl<br />

through publicly available data may be required to put together the<br />

track record.<br />

LPs also look to partner with their GPs on a multi-fund basis, so that<br />

in order to attract investors, new GPs need to have an appropriate<br />

long-term outlook for their business which can convince potential<br />

investors that the relationship they intend to build can succeed<br />

for a number of funds, and not just for the purposes of the initial<br />

<strong>fundraising</strong>.<br />

4 January 2011 <strong>BVCA</strong> Briefing<br />

A first time<br />

for everything<br />

The terms of the fund are also key. These should be at least in line<br />

with, or more generous than, prevailing market standards. Economic<br />

provisions are fundamental – LPs will look for a management fee<br />

which is based on budgeted costs and overheads (and may well<br />

ask to see how these are calculated) and a carried interest based<br />

on a ‘fund-as-a-whole’ waterfall, with appropriate clawbacks and<br />

guarantees from the investment team. LPs will also almost certainly<br />

want to see a substantial amount of investment in the fund from<br />

the principals to further align interests between GP and LP, although<br />

investors are likely to be reasonable with first-time GPs, taking into<br />

account the financial position of the principals.<br />

For new funds targeting institutional money, the Institutional Limited<br />

Partners Association (ILPA) represents a powerful investor lobby, and<br />

adherence to the guidelines set out in ILPA’s Private Equity Principles<br />

is also a means for a new GP to stand out from the crowd. A word of<br />

caution, however: while the majority of the principles are reasonable<br />

and many either are or are becoming market standard, some are<br />

more controversial and should be less acceptable to managers. It is<br />

important when discussing these to ensure that the fund has legal<br />

advisers that are attuned to the latest market developments and<br />

can advise on what is and what is not acceptable when looking to<br />

embrace the Private Equity Principles.<br />

Along with choosing the correct legal adviser, new GPs should ensure<br />

that their other advisers (including placement agents, <strong>admin</strong>istrators,<br />

compliance consultants and auditors) are experienced in the<br />

establishment of private equity fund businesses so that these<br />

advisers are able to give tailored support to the GP in matters where<br />

the investment team may not have detailed or extensive experience.<br />

We regularly advise new GPs on the structuring of their private<br />

equity fund management businesses and the launch of their debut<br />

funds, and are a trusted strategic partner of the <strong>BVCA</strong> in providing<br />

training to debut private equity fund businesses.<br />

If you have any questions on any aspect of establishing a new<br />

private equity fund business, please do not hesitate to contact us.


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January 2011 <strong>BVCA</strong> Briefing 5


Comment<br />

6 January 2011 <strong>BVCA</strong> Briefing<br />

Venturing on the<br />

<strong>fundraising</strong> trail<br />

Ahead of the much-anticipated wave of funds set to hit the market this year, Patrick McCurry<br />

reports on the hopes and fears of Britain’s venture capital community.<br />

The venture capital industry in the UK and Europe is facing tough<br />

<strong>fundraising</strong> conditions. This is partly due to the general squeeze<br />

on available investment capital from LPs as well as the asset class’s<br />

poor returns in recent years.<br />

“We see the <strong>fundraising</strong> environment as challenging in the short<br />

term, as returns for the venture sector as a whole have been poor<br />

since the dot-com bubble, both in terms of IRR and liquidity,” says<br />

Richard Anton, a partner at Amadeus Capital Partners. But he believes<br />

that this situation will change in the longer term, as improved venture<br />

performance starts to show through in the industry figures.<br />

He adds that it is ironic that the current <strong>fundraising</strong> challenges come<br />

against a backdrop in which venture investing and realisations<br />

are looking very positive: “Deal flow is good at the moment and<br />

portfolio companies are of high quality. Also, pricing on entry is<br />

reasonable and portfolio companies are performing well because<br />

the market segments venture is invested in are doing well. Our<br />

businesses have done well through the recession and afterwards.”<br />

Calum Paterson, managing partner of Scottish Equity Partners<br />

(SEP), argues that successful <strong>fundraising</strong> in this asset class will<br />

come down more to the long-term performance of individual<br />

firms rather than the venture industry as a whole.<br />

“Clearly, these have been tough market conditions but what’s<br />

important is how firms have responded to the challenges and the<br />

extent to which they’ve been able to navigate their way through<br />

choppy waters,” he says.<br />

Paterson believes that general <strong>fundraising</strong> conditions for venture<br />

are unlikely to become more benign for a long time: “But our<br />

investors are more interested in track record over the long haul<br />

than the pace of exits over the last couple of years. They want<br />

to see a credible investment model, experienced team and strong<br />

leadership.<br />

“Maintaining good investor relations is also important, not just<br />

when you’re embarking on a <strong>fundraising</strong> drive but throughout<br />

the life cycle of a fund so that investors are aware of the strategic<br />

milestones that have been achieved and the value created.”<br />

Amadeus’s Richard Anton says that the exit environment is<br />

becoming rosier for venture, which should have a knock-on effect<br />

on <strong>fundraising</strong> in the longer term: “Trade buyers came back to the<br />

market in 2010, as many corporates in technology are cash rich<br />

and need to buy in technology innovation. The IPO market has not<br />

really re-opened, however.”<br />

He believes there will be only modest <strong>fundraising</strong> in 2011, with<br />

only a relatively small number of venture firms tapping the market.<br />

But those who do embark on raising capital may reach their goals,<br />

he believes, because of limited competition.<br />

“Most people in the venture capital industry are positive about<br />

the longer-term trends for the sector,” he says: “Trade buyers are<br />

making more acquisitions, which means more competition for<br />

assets and that pushes up prices.<br />

“It is also the case that the cohort of companies in the portfolio<br />

of many VC firms is more mature, because until recently the exit<br />

market has been subdued. That means that those more mature<br />

portfolio companies are generating higher earnings than might<br />

normally be expected and their underlying operational growth is<br />

good. A much higher proportion of our portfolio companies are<br />

now profitable than ever before and that means they are more<br />

attractive to more classes of acquirer and so will fetch higher<br />

values at exit.”


Comment<br />

New fund,<br />

new challenges<br />

The heavier regulatory burden on financial services means new managers of start up and spin<br />

out funds are facing an increasingly complex regulatory landscape, writes Bryony Livingstone,<br />

a member at Kinetic Partners.<br />

In the early stages of establishing a new group, the key concerns<br />

centre around structuring the fund, building the investment<br />

team and determining whether or not the fund is likely to attract<br />

enough investors to get off the ground. There are now a number<br />

of challenges facing new managers which mean that regulatory<br />

issues need to be considered even earlier on in the process than was<br />

previously the case.<br />

One of the practical challenges facing new managers is that the<br />

lead time to become authorised by the Financial Services Authority<br />

(FSA) has increased considerably in the last two years. The statutory<br />

timescales for processing applications have not changed and remain<br />

up to a year (for incomplete applications). Previously the FSA worked<br />

to and often exceeded its voluntary service standards of processing<br />

75% of new managers’ complete applications within three months<br />

of receipt. However, this is no longer the case and to reduce the<br />

possibility of delays to first close (by when managers would need<br />

to be regulated), applications for regulation need to be submitted<br />

much earlier in the process.<br />

Together with the longer approval process, the regulator is adopting<br />

a more forensic approach to its scrutiny of new applications. Case<br />

officers dealing with applications request detailed information<br />

and will require drafts of legal documentation so that some of the<br />

decisions and drafting that a new manager could often in the past<br />

delay to nearer to close now have to be carried out much earlier in<br />

the <strong>fundraising</strong> process. Consequently lawyers’ and other advisors’<br />

fees are likewise incurred earlier on when there is less certainty that<br />

the business will succeed.<br />

The FSA’s prudential requirements require firms to provide at least<br />

12 months’ month-by-month P&L, cash flow and proof of adequate<br />

capital, amongst other things. The amount of capital required will<br />

be dependent upon cash burn and start up costs as well as the FSA’s<br />

‘headline’ financial resources requirement which tends to be low<br />

for most venture capital managers. The FSA stress tests financial<br />

projections, for example to determine whether a fund can cope with<br />

several months’ delay to closing.<br />

There is a range of non-prudential regulatory requirements that new<br />

managers need to consider, including requirements for adequate<br />

systems and controls to be in place on authorisation, establishment<br />

of effective governance, conflicts policies, and compliance with<br />

five key threshold conditions. From the financial crime perspective,<br />

rigorous anti-money laundering controls are required including<br />

detailed processes for KYC/source of funds identification for<br />

investors and KYC/due diligence processes for potential investments<br />

of the fund. The new bribery provisions are an additional area of<br />

compliance that will attract greater regulatory focus in 2011.<br />

The unprecedented regulatory burden does not stop with the UK’s<br />

regime. In the US the Dodd-Frank Reform Act raises more regulatory<br />

considerations which will require some managers to also become<br />

registered with the SEC from 21 July, 2011 and for others to provide<br />

information to the SEC as “Exempt Reporting Advisers”. Those<br />

requiring dual regulation will need to submit applications to the SEC<br />

as well as to the FSA and to comply with both sets of regulations.<br />

Although the regime has not yet been finalised, the SEC has<br />

proposed that Exempt Reporting Advisers will include “Venture<br />

Capital” managers (narrowly defined), and a further category<br />

entitled “Private Fund Advisers”. The proposal is that these Exempt<br />

Reporting Advisers will be required to submit reports including<br />

detailed information about both the manager and the funds to the<br />

SEC, and that this information will be publicly disclosed. The SEC<br />

would have access to the books and records of Exempt Reporting<br />

Advisers as the proposals are currently drafted. The only managers<br />

who would not be subject to either SEC reporting or registration<br />

would be those who: have no place of business in the US; manage<br />

less than US$25m of investments from US investors; have fewer<br />

than 15 US investors; and do not hold themselves out generally to<br />

the public in the US as an asset manager.<br />

At the European level the AIFM Directive is due to be implemented<br />

by member states within two years and will affect the way managers<br />

and their funds are structured. The wide ranging provisions of the<br />

Directive add yet another layer of requirements and disclosures to<br />

be considered by start-ups and spin out managers. New managers<br />

need to plan ahead and structure funds to take account of the<br />

provisions of the Directive on their business.<br />

New managers are increasingly required to satisfy many and<br />

complex regulatory conditions early on in their formation process.<br />

Long lead times for FSA authorisation in the UK mean that forward<br />

planning and early decisions are required, whilst European and US<br />

driven regulations add to the burden. It is important, e<strong>special</strong>ly for<br />

first time managers, to tackle these regulatory challenges early on<br />

in the process, and if necessary, to seek <strong>special</strong>ist advice to ensure<br />

compliance at each stage of the authorization process, across all<br />

relevant jurisdictions.<br />

January 2011 <strong>BVCA</strong> Briefing 7


Comment<br />

8 January 2011 <strong>BVCA</strong> Briefing<br />

Mid-market prepares<br />

to run the gamut<br />

While it is likely to be a difficult <strong>fundraising</strong> year for mid-market firms, those with achievable targets<br />

and that have a good track record and experienced team stand a good chance of success.<br />

Overall, <strong>fundraising</strong> numbers for UK firms in 2011 are likely to be<br />

a little up on 2010, says Jeremy Lytle, investor relations director at<br />

ECI Partners, which successfully fundraised in 2008. But this year will<br />

still be tough, he adds, pointing to surveys suggesting a substantial<br />

number of UK LPs do not intend to invest in private equity this year.<br />

“LPs are cautious, but there were some successful <strong>fundraising</strong>s last<br />

year by smaller funds – those with good performance and a stable<br />

and experienced team,” he says.<br />

One trend that mid-market funds may be able to take advantage of<br />

is the disaffection with mega funds among some LPs: “Some of the<br />

big LPs, who invested purely in large buyout funds in the early 2000s<br />

to 2007, are now looking at the mid and lower mid-market in order<br />

to diversify their allocation.”<br />

Rod Richards, managing partner at Graphite Capital, agrees that<br />

the mid-market could benefit from a shift in perspective among<br />

investors: “It may be easier for mid-market firms to raise money than<br />

larger firms, but only those firms that have a good track record will<br />

succeed.”<br />

He adds that firms will be judged by investors on what they have<br />

done over many years, not just in the good times: “People will be<br />

looking at what firms have done in the run-up to the downturn and<br />

afterwards and will want evidence that firms have invested well in<br />

the new market conditions. There will be some skepticism about<br />

returns made pre-crash.”<br />

If mid-market firms in the <strong>fundraising</strong> cycle can demonstrate to<br />

investors their ability to add value to investments, they stand a good<br />

chance of winning over some LPs that would have traditionally only<br />

backed mega funds, says Richards.<br />

LPs will be looking at whether a particular firm really offers them<br />

what they are seeking, says William Gilmore, investment director at<br />

Scottish Widows Investment Partnership: “LPs will need to decide<br />

whether they want a pan-European focus or a country focus. For<br />

smaller markets and southern Europe, many LPs may be satisfied<br />

with having those covered in a pan-European fund.” Differentiation<br />

will also be important for mid-market firms, he says, whether that be<br />

how they source deals or a sectoral <strong>special</strong>ism.<br />

Overall, the <strong>fundraising</strong> market for private equity is likely to be very<br />

competitive in 2011 because there are expected to be more firms<br />

seeking capital. This will put a lot of pressure on GPs, who will find<br />

it harder to meet LPs and have to meet much tougher demands as<br />

part of LPs’ due diligence.<br />

Having said that, the mid-market and lower mid-market have<br />

certain strengths, says Andrew Bentley, a partner at advisory firm<br />

Campbell Lutyens: “It is perhaps easier to see how GPs can add<br />

more operational value and therefore less of a reliance on debt and<br />

structuring than bigger firms. LPs are assuming that multiple growth<br />

and leverage will play far less of a role in successful investments in<br />

the next few years than before.”<br />

A key ingredient in successful <strong>fundraising</strong> by mid-market firms this<br />

year will be keeping on board a high proportion of their existing<br />

LPs, says Jeremy Lytle. Five years ago the general expectation for<br />

<strong>fundraising</strong> firms was to have 60%-70% of existing shareholders recommitting:<br />

“Today, while the figure is likely to be a bit lower than<br />

that, GPs will want to keep as many of their existing LPs as possible<br />

committed because then they have less of a shortfall to fill with new<br />

investors.”


Comment<br />

To do or not to do,<br />

that is the question<br />

The dilemma over whether to outsource back office activities remains as pointed as ever.<br />

David Bailey, managing partner at Augentius Fund Administration explores the issues.<br />

With higher levels of regulation, increasing demands from LPs and<br />

greater needs for transparency, the GPs world is getting more and<br />

more complex. More often than not GP groups, particularly new<br />

GPs, do not have the capabilities to meet and service all the specific<br />

demands being made of them. GPs are expert in identifying portfolio<br />

companies, enhancing their value and then taking a profit. They are<br />

not necessarily expert in IFRS or US GAAP, putting in place disaster<br />

recovery technology and strategies or implementing accounting<br />

technology installations and updates.<br />

Similarly fund structures have become more complex and diverse.<br />

The reality is that life has got far more complex and, with impending<br />

legislation, is likely to get even more complex, i.e., the need to produce<br />

multiple GAAP accounts plus the need for compliance with the AIFM<br />

and the regular production of NAV calculations.<br />

In recent years more and more GPs have turned to <strong>special</strong>ised private<br />

equity fund <strong>admin</strong>istrators to provide a professional and expert service<br />

to their fund. Initially only located in offshore locations, the private<br />

equity fund <strong>admin</strong>istration business has come ‘onshore’ over the last<br />

10 years and now provides full service to GPs across a wide range of<br />

domiciles. With <strong>admin</strong>istrators expanding their global spread it is now<br />

possible to appoint one <strong>admin</strong>istrator to deal with all the entities in<br />

a multi-jurisdictional fund/structure thus streamlining processing and<br />

reducing costs elsewhere.<br />

Fund <strong>admin</strong>istrators whether they are servicing onshore or offshore<br />

structures generally deal with all aspects of the ‘back office’ work of<br />

the fund. This includes:<br />

• Operational reviews of fund documentation<br />

• Design and setting up of all drawdown/distribution notices;<br />

quarterly and annual accounts in the ‘look and feel’ of each GP<br />

group. Everything should be tailored to each individual manager –<br />

the use of a fund <strong>admin</strong>istrator should not lead to ‘standardization’<br />

if this is not appropriate<br />

• Carrying out all limited partner due diligence to include AML and<br />

KYC checks as appropriate along with ongoing annual checks<br />

• Maintenance of all accounting/financial records to include regular<br />

reconciliation of bank accounts with financial records<br />

• Generation and distribution of all call letters to cover costs/deals<br />

and monitoring for receipt of cash from all LPs<br />

• Payment of all expenses in accordance with instructions from<br />

the GP<br />

• Calculation and payment of all management fees on a quarterly<br />

basis – or as per the agreement<br />

• Modeling and systemisation of carry distribution and subsequent<br />

calculation and payment of carry once payable<br />

• Calculation and payment of all distribution monies, taking into<br />

account all ‘opt-outs’<br />

• Preparation and distribution of quarterly/periodic investor<br />

reporting to all LPs to include individual capital statements for<br />

each LP<br />

• Preparation of annual audited accounts, management of the audit<br />

process and subsequent distribution to individual LPs<br />

The quality of staff and systems are the key components that<br />

determine the quality of service provided by any <strong>admin</strong>istrator. Given<br />

the nature of the complexity of the structures involved it is imperative<br />

the funds are serviced on a day to day basis by properly qualified staff,<br />

who understand private equity structures and the processes involved.<br />

A service level agreement (tailored to the individual needs of the fund<br />

and client) should be put in place and actual performance should be<br />

monitored against the SLA on a regular basis. Given the pressures from<br />

LPs it is imperative that all reporting is delivered within all promised<br />

deadlines. LPs do actually monitor who delivers what and when – and<br />

late delivery may mean a reluctance to re-up in future funds.<br />

But people change from time to time and it is important that any<br />

<strong>admin</strong>istrator has sophisticated technology to aid LP reporting and to<br />

ensure both the integrity and security of data. Without proper systems<br />

(which does not include Excel!!), the opportunity to automate many of<br />

the processes will be lost and errors will be made. Again, this can only<br />

create problems and the potential for criticism from LPs. In addition<br />

proper disaster recovery facilities must be in place – it’s a regulatory<br />

requirement.<br />

It goes without saying that ‘you get what you pay for’. Some<br />

<strong>admin</strong>istrators will provide a cheap service, using lower quality staff,<br />

minimal technology and inflexible service levels. Others provide a hitech<br />

environment ensuring the integrity of data and use fully qualified<br />

professional staff providing a tailor-made solution. Each GP will<br />

determine the solution that suits them best but they should be aware<br />

of the cheap solutions – economy in the first instance can give rise to<br />

higher costs in the future if errors are made or data lost. In any event<br />

the cost of a professional <strong>admin</strong>istrator (which is generally paid for out<br />

of the fund) is rarely little more than a few basis points. A small price to<br />

pay for complete piece of mind.<br />

January 2011 <strong>BVCA</strong> Briefing 9


Comment<br />

10 January 2011 <strong>BVCA</strong> Briefing<br />

The <strong>fundraising</strong><br />

checklist<br />

There are several key issues every GP raising a fund needs to consider, explains Anthony Tulloch,<br />

partner in the corporate group and head of investment funds at international law firm Olswang<br />

Overarching perceptions of private equity across the market are<br />

strong; studies have shown that the vast majority of private equity<br />

backed companies believe they would not have enjoyed the same<br />

level of accelerated success without private equity funding, and<br />

banks perceive private equity funds to be comparatively low risk and<br />

therefore their propensity to lend to them is higher.<br />

Nevertheless, recent research from data provider Preqin highlights<br />

the problems facing the sector. The reality is that thanks to liquidity<br />

issues among investors and a lack of confidence throughout the<br />

marketplace, private equity <strong>fundraising</strong> fell to a six year low in 2010.<br />

Overpayment for portfolio companies before the crisis and premature<br />

maturity of bank loans due to the contravention of covenants have<br />

meant that many funds have performed poorly.<br />

However, discussions with our clients indicate that conditions are set<br />

to improve in 2011 and research shows that 54% of investors plan to<br />

invest more capital in 2011 than 2010.<br />

In anticipation of this shift, we at Olswang are working with GPs to<br />

maximise investment opportunities in the coming year. Though<br />

conditions are set to improve, LPs are more cautious and new<br />

legislation has operated to increase the obligations of the GP,<br />

requiring a more steadfast approach to <strong>fundraising</strong> than ever before.<br />

In anticipation of these challenges, below is a sample of just some<br />

of the issues we recommend our clients consider to ensure the<br />

expectations of 2011 become a reality:<br />

fees<br />

Management and transaction fees are coming under more scrutiny<br />

than ever before. GPs should expect discussion both on the gross<br />

amount of the management fee and on the offset for transaction<br />

and other fees.<br />

However, where costs are being squeezed by investors, GPs should<br />

simultaneously be looking for ways to minimise the costs of their<br />

own professional services providers. For example, here at Olswang<br />

we maintain that clear, simplified legal documentation should be<br />

used with our business partners to minimise bureaucracy and the<br />

risk of error whilst ensuring that time and money is not wasted on<br />

deciphering legalese. Our experience tells us that finding smart<br />

and efficient professional service partners who are willing to work<br />

alongside you to minimise costs will ultimately permit the GP to<br />

translate these savings into savings for their investors.<br />

Legislation<br />

The European Union’s Directive on Alternative Investment Fund<br />

Managers (AIFMD) intends to harmonise the regulatory standards<br />

of private equity funds. The final version seems to be a lot less<br />

problematic than was initially feared. Where this potentially creates<br />

an issue, however, is for smaller venture capital houses that fall<br />

beneath the threshold of the Directive. Their lack of regulation<br />

may prove a deterrent to investors and therefore they may need to<br />

register themselves voluntarily.<br />

The Bribery Act, enacted but not yet in force, and already under<br />

scrutiny by the new government, is also impacting GPs, requiring<br />

procedures to be in place to ensure no companies within the<br />

portfolio contravene the particulars of this legislation.<br />

responsible investment<br />

Many of today’s investors are not only looking for an entrepreneurial,<br />

unique product but a package that takes responsible investment into<br />

consideration. Seeing beyond the greenwash and appreciating how<br />

maintaining procedures that ensure compliance with guidelines such<br />

as those of the UN on environmental and social responsibility and<br />

corporate governance will ultimately help to safeguard the value of<br />

their investments.<br />

Transparency<br />

Though investment may increase in 2011, so too will the requirement<br />

for accountability. The Walker guidelines are set to be more stringently<br />

adhered to and investors will expect transparency as to the status of<br />

their investments and the performance of portfolio companies, to a<br />

far greater extent than is common with public companies.<br />

Private equity in partnership<br />

At such a challenging time for the GP, insight from your professional<br />

service providers will become increasingly important. Through<br />

selecting a partner who shares your values, understands your concerns<br />

and intelligently anticipates and responds to market conditions, there<br />

is no reason why 2011 should fail to meet expectations.<br />

Our client, Piraeus Clean Energy agrees: “Our clean energy fund,<br />

sponsored by Piraeus Bank as its cornerstone investor, is approaching<br />

international investors at a time which, due to the international<br />

economic climate, is a very difficult one for <strong>fundraising</strong>. Throughout<br />

the process, Olswang have given us great advice on terms and<br />

conditions in today’s market, and on the matters that are of concern<br />

to investors today.”<br />

For more information on Olswang’s Investment Funds team, contact<br />

anthony.tulloch@olswang.com.


Comment<br />

Mega funds<br />

or mega flops?<br />

Amid increased LP scrutiny, question marks have been raised over the ability of the world’s<br />

largest firms to raise the sorts of capital they are used to. Patrick McCurry reports.<br />

In the boom years many LPs were desperate to invest in large,<br />

or mega, buyout funds. But since the financial crisis LPs have<br />

questioned a business model that appears to rely on high leverage, a<br />

rising market and financial engineering to achieve results.<br />

That does not mean that all mega funds will struggle to raise capital<br />

going forward, but LPs have become choosier and future fund sizes<br />

are unlikely to match some of the huge sums raised in the past.<br />

Some traditional investors, such as endowments and foundations,<br />

have reduced their commitments to private equity and less<br />

sophisticated LPs, such as some family offices, have withdrawn. But<br />

insurance companies are still interested and there have also been<br />

some new entrants, such as sovereign wealth funds, who have lots<br />

of liquidity but are also very demanding.<br />

Kurt Bjorklund, co-managing partner at Permira, is positive on the<br />

future trends for <strong>fundraising</strong>: “Even LPs that have had a rough ride<br />

are now starting to see significant capital returns and an improving<br />

macro environment.” Private equity is relatively attractive to these<br />

investors, he says, as bond returns are threatened by inflation.<br />

“LPs are returning to a more normal investment approach, though<br />

funds are likely to be a little smaller than in the past,” he says, adding<br />

that although the mega funds were out of fashion a year ago things<br />

have moved on. “The industry hasn’t seen the widespread busts in<br />

portfolio companies that some were predicting and in our latest<br />

fund we’ve seen EBITDA growth of 40% in the past year.”<br />

An indication of the environment for large funds will be how well<br />

BC Partners does this year in its attempt to raise nearly €6bn – the<br />

largest European <strong>fundraising</strong> since the collapse of Lehman Brothers.<br />

Cinven is also planning to fundraise.<br />

If these two manage to successfully meet their targets, and the initial<br />

indications are encouraging according to people in the market, it will<br />

send out a positive message for other large funds.<br />

Andrew Bentley, a partner at advisory firm Campbell Lutyens, says<br />

the sheer size of mega funds brings its own challenges given the<br />

liquidity issues facing LPs: “To raise a similar sized fund as in the past<br />

a mega fund may need to deal with twice as many investors, which<br />

means the <strong>fundraising</strong> is likely to take longer.”<br />

He adds that there has been some disaffection with larger funds and a<br />

backlash against fees. “There’s a perception that they did well in a rising<br />

market but will find it harder in today’s climate, so GPs really need to<br />

demonstrate that they know the companies and sectors they invest<br />

in extremely well and can add value at a strategic and operating level.”<br />

Moose Guen, founder of PE advisers MVision, says that the mega<br />

funds have experienced a hit to their reputations since the credit<br />

crunch, which has not always been justified: “Every market segment<br />

has had its disasters and whether a firm does well can come down<br />

to luck, as well as the competency of GPs and the DNA of the fund.”<br />

He adds that across the board LPs are reducing the number of PE<br />

relationships they have, which means it will be harder to reach first<br />

close and, even more so, final close. “It will be crucial that fund<br />

targets are of an achievable size and that GPs have the support of<br />

both existing and new investors,” he says.<br />

William Gilmore, investment director at Scottish Widows<br />

Investment Partnership, says he expects there will be some<br />

consolidation in investment relationships, with LPs feeling they<br />

don’t necessarily have to be in every fund. “There will be some<br />

haves and other have nots in the <strong>fundraising</strong> market, because<br />

we’re in a period of capital rationing, so some long-term investor<br />

relationships will fall by the wayside.”<br />

He adds that if an LP has historically been invested in four very large<br />

funds it may decide only to invest with two going forward, partly<br />

because of capital rationing and partly because of a perception that<br />

the number of transactions executed by larger funds will be smaller<br />

in the future.<br />

January 2011 <strong>BVCA</strong> Briefing 11


Here & now<br />

The <strong>BVCA</strong> exists to promote venture capital and its interests all of the time. There are, though,<br />

moments when it is highly opportune to place a <strong>special</strong> emphasis on the sector and at the<br />

loudest possible volume.<br />

We are all aware that the dot com boom and bust has cast a long<br />

shadow from which it has been difficult for UK venture capital to<br />

escape entirely. However, there are now real grounds for optimism<br />

that 2011 will be an e<strong>special</strong>ly significant year for the venture<br />

capital community which will signal the start of a decade of new<br />

commercial opportunities.<br />

There are three particular signals which lead us to this assessment.<br />

The first is the prospect of a series of prominent exits and<br />

IPOs over the next 12 months which will involve well-known<br />

companies whose roots are in the support they have received<br />

from the venture capital sector. The second is the accumulating<br />

evidence that the United Kingdom is entrenching its role as<br />

12 January 2011 <strong>BVCA</strong> Briefing<br />

2011: Year of Venture<br />

Launching a new <strong>BVCA</strong> campaign<br />

(Left to right) Simon Walker, CeO, <strong>BVCA</strong>; richard Anton, Vice Chairman, <strong>BVCA</strong>; Joanna Shields, vice president,<br />

eMeA, facebook; and Simon Clark, Chairman of the <strong>BVCA</strong>’s Venture Capital Committee<br />

the European hub for venture capital. The third is the evident<br />

enthusiasm of the coalition government here for expanding the<br />

venture sector. The most prominent aspect of this has been<br />

David Cameron’s support for the enhancement of the East<br />

London Tech City cluster but that headline policy comes with<br />

numerous other initiatives attached. The Government is right to<br />

want to champion venture capital and we are pleased that Boris<br />

Johnson, the Mayor of London, is now set to play a leading part<br />

in this enterprise as well.<br />

In that light, the <strong>BVCA</strong> has designated 2011 as ‘The Year of<br />

Venture’. The coming 12 months will witness a number of<br />

high-profile events, meetings and publicity drives. The first of


these was the Inaugural Venture Capital Entrepreneur Lecture<br />

which took place on January 17th (photos below) where<br />

Joanna Shields, Vice President, Europe, Middle East and Africa,<br />

addressed an audience of venture capitalists, portfolio company<br />

executives, parliamentarians and the media on the future of<br />

venture capital in Europe. There will be future events in the<br />

course of the year in co-operation with the Mayor of London’s<br />

office and an enterprise reception at the House of Commons in<br />

July. We are also keen to collaborate with student entrepreneurs<br />

to encourage the emergence of the venture capitalists of the<br />

future. Other activity will include a monthly series of lunches with<br />

key external stakeholders and a portfolio company of the week<br />

It is absolutely vital<br />

that the themes<br />

of ‘enterprise’ and<br />

‘venture capital’<br />

become synonymous<br />

in the minds of<br />

policymakers.<br />

highlighted on the <strong>BVCA</strong>’s website. This is the year in which to<br />

associate venture capital with the theme of economic growth in<br />

the short-term and the re-balancing of the UK economy in the<br />

medium term.<br />

All of this will, though, only be as effective as the support which we<br />

receive from the sector itself. The Year of Venture offers venture<br />

capital the chance to showcase itself anew. It is absolutely vital<br />

that the themes of ‘enterprise’ and ‘venture capital’ become<br />

synonymous in the minds of policymakers. It is only if that link is<br />

understood that Britain can make the sort of economic progress<br />

in the year and indeed the decade ahead that we would all wish<br />

to see.<br />

January 2011 <strong>BVCA</strong> Briefing 13


Q&A<br />

Q1. You’ve been working in private equity for 15 years<br />

now. Obviously the industry has changed significantly<br />

in that time, but what for you are the main differences<br />

between now and the mid-1990s?<br />

A. The UK and European private equity markets have become<br />

significantly more competitive since the mid 90s. To produce<br />

top quartile returns today, one needs to identify deals where<br />

there are operational opportunities above and beyond the<br />

financial engineering and “buyout effects” that sufficed a decade<br />

ago. Leading private equity sponsors now must have a greater<br />

understanding of the industries in which they invest as well as<br />

access to world-class operational capabilities.<br />

Q2. How has Advent international changed since you<br />

joined in 1998?<br />

A. When I joined Advent, we had fewer than 100 deal<br />

professionals in the firm and now we have more than 160. We<br />

have also expanded geographically from 11 offices 10 years<br />

ago to 18 today. Our main buyout fund programmes have also<br />

expanded with cumulative capital increasing from US$2bn in<br />

2000 to US$26bn today.<br />

We strive to continually improve the way in which we do business<br />

and whilst we essentially have the same buyout and operational<br />

growth strategy, we are much better resourced. We now have a<br />

more sophisticated toolkit- the support of our very experienced<br />

Operating Partners, a <strong>special</strong>ist debt team, portfolio support<br />

to provide analysis and management tools for our portfolio<br />

companies plus the lessons we have learned over the years and<br />

the huge benefits of global sector coordination. Much energy<br />

continues to be dedicated to preserving our unique culture of<br />

collaboration, intellectual honesty, integrity and stewardship that<br />

has enabled Advent to successfully grow and develop over time.<br />

Q3. focusing on the last two to three years in<br />

particular, the recession obviously had a severe impact<br />

on private equity. How did Advent adjust to the<br />

changing conditions?<br />

A. Economies work in cycles and the tactics that you adopt<br />

need to vary according to the prevailing phase of the cycle.<br />

We adapt our tactics, but our underlying strategy of looking for<br />

opportunities to add operational value and to grow companies<br />

for long term success hasn’t changed.<br />

14 January 2011 <strong>BVCA</strong> Briefing<br />

with<br />

Fred Wakeman<br />

Managing Partner and Head of<br />

Advent international’s London office<br />

During 2007, when the market was frothy, we raised funds and<br />

we exited businesses which were ready to move on to their next<br />

phase of ownership and development. During the tough two<br />

years that followed, we focused on our portfolio companies,<br />

ensuring that they had enough resources to continue to grow<br />

and support operations. Our deal teams split their time between<br />

working closely with their portfolio company management teams,<br />

adapting plans to the new economic environment and looking<br />

for businesses to invest in. We are a well resourced business and<br />

this enabled us to maintain the pace of our investments and our<br />

exits throughout this difficult trading period despite the debt<br />

markets being very difficult indeed.<br />

Q4. What do you look for when deciding to invest?<br />

A. The first question has to be, ‘Is there potential for a good<br />

operational growth story here?’<br />

We spend a great deal of time working within key sectors<br />

on sourcing proprietary potential deals and extensive due<br />

diligence. We look for management teams that we can partner<br />

with who have an interesting growth strategy that they believe<br />

in. We use our Operating Partners, with their many years of<br />

specific industry experience, to help us identify where the<br />

operational opportunities to add value lie and how we can grow<br />

and develop the business for success both during and beyond<br />

our ownership. From this work, we develop a very clear growth<br />

and development ‘story’ for the business and a clear picture of<br />

the potential value of the business and therefore its price in the<br />

market today.<br />

Q5. What lessons do you think the industry should<br />

learn, or has learnt, from the recession?<br />

A. Financial engineering is not a successful long term business<br />

strategy for a portfolio company and private equity, and the<br />

benefits it brings to businesses and the wider economy, need<br />

to be more clearly explained. It is not well understood by<br />

businessmen, politicians, industry commentators or the general<br />

public and this lack of understanding is even more the case<br />

outside the UK and US markets.<br />

Q6. With the decrease in the number of mega-buyout<br />

opportunities, have you seen, or do you expect to see,<br />

more competition for assets in the upper mid-market<br />

space, Advent’s traditional home?


We are size agnostic when we look at deals. We look by sector<br />

and with a specific eye for operational growth potential. We are<br />

also particularly adept at complex deals such as carve outs that<br />

require high levels of operational capability and a good degree<br />

of planning and patience. Consequently, we meet different<br />

competitors in different deal situations and in different regions.<br />

Pricing discipline, supported by extensive due diligence, is critical<br />

in highly competitive situations.<br />

Q7. What sectors are Advent particularly focused on at<br />

the moment?<br />

A. We focus on five key sectors; business and financial services,<br />

retail, consumer and leisure, industrial, healthcare and TMT. There<br />

are a number of opportunities around complex carve outs, buy<br />

and build and industry consolidation that look interesting at the<br />

moment and of course geography has a part to play too. We closed<br />

our largest Latin American fund of US$1.6bn in March 2010 and<br />

are opening our fourth office in the region of Columbia in 2011.<br />

Investment<br />

Foundation course<br />

14–16 March 2011<br />

Our programme, aimed at investment professionals with 3 to 18 months experience<br />

in the venture capital industry, provides a thorough introduction to the industry along<br />

with the opportunity to network.<br />

Course sessions include:<br />

• introduction to VC<br />

• VC modelling<br />

• Assessing technology risk<br />

• entrepreneurs session<br />

• Due-diligence<br />

• Transformational growth<br />

• Legal agreements<br />

• fund structuring<br />

great introduction to venture capital, would<br />

recommend to anyone starting out in the industry.<br />

Daniel Jones, fidelity growth Partners<br />

Q8. What is your outlook for the year ahead?<br />

A. 2011 will still be a tough year. Growth in the economy is likely<br />

to be flat in mature markets as a result of sluggish consumer<br />

spending, persistent high unemployment, and increasing<br />

inflation. As in 2010, price discipline on deals will continue to be<br />

important as much money will be chasing few deals.<br />

Q9. if you had just one minute with the man on the<br />

Clapham omnibus to extol the benefits of private<br />

equity, what would you say?<br />

A. Private equity is a force for growth in the economy. Without<br />

it, many good companies would never reach their potential and<br />

provide much needed employment and other economic benefits<br />

to their local communities. Furthermore, private equity is an<br />

attractive asset class for your pension fund that has proven to<br />

provide high returns for pensioners.<br />

SAVe<br />

20%<br />

when you book<br />

by 15 february<br />

2011<br />

Investing<br />

in training,<br />

enhancing<br />

returns<br />

Open to members<br />

and non-members<br />

in-house training<br />

options also available<br />

For further details please<br />

contact Leonie Pilgrim or<br />

Nariah Goldring<br />

training@bvca.co.uk<br />

T: +44 (0) 207 420 1823/1814<br />

CPD Accreditation available with ACCA, BSB, CiSi, iCAeW and SrA.<br />

January 2011 <strong>BVCA</strong> Briefing 15


16 January 2011 <strong>BVCA</strong> Briefing<br />

Private Equity Services<br />

Making ESG as simple as ABC<br />

Let Waterman’s award-winning advisory team steer you<br />

through the changing Responsible Investment landscape<br />

There are increasing pressures on both LPs and GPs to<br />

demonstrate well-defined and implemented Responsible<br />

Investment Strategies. Talk to an expert who can help<br />

make sense of these requirements in the context of your<br />

current and future investments. We can help:<br />

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For further information or a free consultation meeting, contact:<br />

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t 020 7928 7888


iHealthcare<br />

Just as Apple revolutionised music consumption, the Government’s plans for the NHS want to do<br />

something similar by putting the end user in charge. Simon Horner, <strong>BVCA</strong>, explores what could be<br />

the biggest shake-up in healthcare provision since 1945.<br />

When Margaret Thatcher famously declared in 1983 that the NHS<br />

was “safe in our hands” it was indicative of the limits of radical reform<br />

– tinkering yes, privatisation no. A health service publically provided<br />

and free at the point of use is perhaps the last post-war shibboleth<br />

still standing in modern public policy discourse. It stood in 1983 as<br />

Thatcher tacked back towards the political centre and it stands true<br />

today, with David Cameron spelling out his priorities in 2006 in three<br />

letters, “N-H-S”. Or does it?<br />

The election campaign was dominated by public spending cuts and<br />

education reform. Since then welfare reform has also risen up the<br />

political agenda. But this month sees the publication of a new NHS<br />

Bill, the biggest in the history of the health service and bigger indeed<br />

than the one that created it in 1945. In effect it shifts the NHS<br />

from a system of direct public management to one of competing<br />

(potentially private) providers. There will be a failure regime for<br />

hospitals and other services, with no power for the Secretary of<br />

State to prop them up. Consortia of GPs will be responsible for<br />

commissioning services. These are far reaching changes that have<br />

attracted very little attention, so much so that questions are being<br />

asked as to whether the Coalition even has a mandate for them.<br />

But the Prime Minister’s speech urges full steam ahead. So what do<br />

these reforms mean for investment in healthcare?<br />

A system that doesn’t allow for entry and exit of providers or even<br />

recycling of healthcare assets will score low marks for implementing<br />

new and innovative practice and technology. So it is with the NHS.<br />

At inception, 80% of surgery was in-patient, now it is as low as 20%.<br />

Yet the assets used are the same. No amount of efficiency drives can<br />

rescue a service run from outdated assets. There is little scope to<br />

invest in new and innovative ways of delivering outpatient services<br />

because we are still wholly committed to our hospital behemoths<br />

of yesteryear. Competing providers will face not the rigours of the<br />

market in proving that they can deliver better services for less, but<br />

‘save our local hospital’ campaigns, driven by local politicians and<br />

unions. A 2008 report by Westminster think tank Policy Exchange -<br />

‘All Change Please’ - found that the UK was slower in implementing<br />

new technologies and practices than our competitor nations, even<br />

when backed by clear evidence. NHS managers were not measured<br />

by how innovative they were but whether they met central<br />

government targets and stayed within their budget. But if this week’s<br />

reforms deliver what they are suppose to, this could all change.<br />

‘Any willing provider’ will be the watch words for service delivery<br />

with GP consortia incentivised to select on grounds of quality and<br />

cost (the only thing that may not be subject to the rigours of choice<br />

and competitions is the GPs themselves). As new providers enter the<br />

market, service delivery could be designed around new technology<br />

rather than the other way around, with clear incentives to invest<br />

in healthcare innovation. Different innovations could be applied in<br />

different areas of the country rather than imposed uniformly giving<br />

rise to a new sense of localism in healthcare provision.<br />

Similarly new providers who design a service with the patients’<br />

needs and wants in mind rather than trying to retrofit them as an<br />

afterthought will come to the fore. Shoshanna Zuboff, writing in<br />

the McKinsey Quarterly, describes an age of ‘distributed capitalism’<br />

where instead of asking ‘what do we have and how can we sell it to<br />

you?’ we ask ‘who are you?’ and ‘what do you need? So just as iTunes<br />

revolutionised the way we consume music by putting the end user in<br />

charge, so we must invest in a similar revolution is healthcare. It need<br />

no longer be about adapting our hospitals to convince users we have<br />

understood their needs, but rather redesigning the entire delivery<br />

mechanism around how people want to consume healthcare.<br />

There are already encouraging signs that such thinking already exists<br />

at the margins where some private provision already exists. Circle<br />

Health is a private provider which has delivered 98% consumer<br />

satisfaction by redesigning outpatient services putting the individual<br />

in charge. For example, the NHS’s notoriously poor food provision<br />

has been replaced with an on-site Michelin starred chef because<br />

that is what people wanted. This might be an extreme example but it<br />

highlights an emerging trend. As these reforms take root this thinking<br />

will move from the margins to the mainstream and the investment<br />

community must ready themselves to keep up with a new cohort of<br />

healthcare entrepreneurs like those at Circle Health.<br />

It should be the role of private equity and venture capital to lower<br />

the barriers to entry for these new providers and models of service<br />

delivery. With the Labour Opposition apparently against these<br />

reforms, political risk may way heavy on the minds of would-be<br />

investors but they should first consider the following: with public<br />

spending being cut and a demographic time bomb ticking in the<br />

background, these reforms are no longer ‘nice to haves’, they are<br />

absolutely essential. It is hard to see how even political ideology can<br />

row back against this onrushing tide. A concerted effort from the<br />

investment community could make such a reversal impossible.<br />

January 2011 <strong>BVCA</strong> Briefing 17


<strong>BVCA</strong> launches bespoke<br />

personal insurance facility<br />

with Chubb Insurance<br />

<strong>BVCA</strong> Insurance Services is delighted to announce the launch of a bespoke personal<br />

insurance facility with Chubb Insurance supported by leading personal lines broker,<br />

Quantum Underwriting Solutions Plc. Chubb have recently been voted “Personal Lines<br />

Insurer of the Year 2010” in the Insurance Times Awards, for the eighth time in eleven<br />

years. Their market-leading Masterpiece policy covers any number of houses, cars and<br />

possessions under one policy, with one renewal date serviced by a dedicated personal<br />

account manager at Quantum.<br />

Individuals within <strong>BVCA</strong> Member firms can benefit from a free personal consultation, either at home or at work,<br />

to review whether their current insurance arrangements meet their needs and if not, find a better solution.<br />

<strong>BVCA</strong> Members are also offered the exclusive benefit of interest free credit, regardless of premium amount.<br />

Explaining the reasons behind this initiative Andrew Graham, COO of the <strong>BVCA</strong>, commented: “Following<br />

the development of <strong>BVCA</strong> Insurance Services we continue to explore new partnerships with insurance<br />

providers to deliver exclusive benefits to our Members. After carrying out extensive market research and<br />

<strong>BVCA</strong> Member assisted due diligence, we chose Quantum due to their unwavering commitment to an<br />

advice and service-led proposition.”<br />

Simon Mobey, Chubb European Personal Lines Manager, added: “Chubb Insurance is proud to be partnering<br />

with the <strong>BVCA</strong> and Quantum on this initiative. Like Quantum, we <strong>special</strong>ise in serving the insurance needs of<br />

those with more to protect, and for whom standard products are simply inadequate. Chubb’s service has won<br />

an unparalleled number of awards, and therefore our product will be the perfect match for the <strong>BVCA</strong> members<br />

who rightly demand a bespoke service.”<br />

Quantum was founded in 2004 and deals only with personal insurance for individuals with more to protect.<br />

Quantum are Chubb’s largest privately owned niche broker insuring over 1,500 clients covering collective assets<br />

in excess of £1.5Bn. Quantum is headquartered in Solihull with offices in London and Farnborough. Founding<br />

director, James Wasdell commented: “We are delighted to partner with the <strong>BVCA</strong> to offer market leading<br />

insurance products from a highly rated insurer”. He added: “We have been meeting new clients for six years and<br />

continue to see wholly inappropriate insurance cover that does not match the client’s lifestyle or asset-base.”<br />

For more information you can visit www.quantumplc.com/bvca.<br />

To book your personal consultation you can email bvca@quantumplc.com<br />

or call Quantum on 0870 402 1900.<br />

Alternatively contact Nathan Sewell, nsewell@bvca.co.uk<br />

18 January 2011 <strong>BVCA</strong> Briefing<br />

<strong>BVCA</strong> Insurance Services is authorised and regulated by the Financial Services Authority


<strong>BVCA</strong> Portfolio<br />

Company Management<br />

Awards 2011<br />

Nominations are now open for only event that celebrates portfolio management teams.<br />

For the third year running, the <strong>BVCA</strong> is hosting one of the most<br />

important events on the private equity calendar, the Portfolio<br />

Company Management Awards 2011.<br />

The purpose of these awards is two-fold. Firstly, it is a chance to<br />

recognise and applaud the tireless work undertaken every day of<br />

every year by the management teams of companies backed by<br />

venture capital and private equity. It is these teams which are<br />

responsible for the performance of their businesses. It is therefore<br />

important that the Portfolio Company Management Awards,<br />

or PCMs for short, exist. Leadership and managerial excellence<br />

deserve to be celebrated.<br />

The second reason the <strong>BVCA</strong> holds such an event is to showcase<br />

to the wider world – be this government, the media or investors<br />

– exactly what it is private equity and venture capital does. It is<br />

an opportunity for the industry to demonstrate why it is good for<br />

British businesses, and in turn good for British employment and<br />

good for the British economy.<br />

With this in mind, the <strong>BVCA</strong> would like to encourage you to<br />

nominate any portfolio company which you feel has excelled over<br />

the past financial year (i.e., from April 1 2010). Nominations are<br />

now open and close at midnight 4 March. Regional winners will be<br />

Principal sponsor<br />

Co-sponsor<br />

Supporter<br />

announced in May and will automatically go head-to-head in the<br />

national finals, the winners of which will be revealed on 30 June<br />

2011 at an awards ceremony at a top London venue<br />

For more information and to nominate, pleased head over to<br />

www.bvcapcmawards.com, and good luck!<br />

national winners of the PCM Awards 2010<br />

Category Winner Pe or VC Backer<br />

Large Buyout Private Equity-Backed<br />

Management Team of the Year<br />

Card Factory LDC<br />

Mid Market Private Equity-Backed<br />

Management Team of the Year<br />

British Salt LDC<br />

Venture Capital-Backed Management<br />

Team of the Year<br />

International Impact Management<br />

Team of the Year<br />

R5<br />

Pharmaceuticals<br />

Catapult Venture<br />

Managers and Biocity<br />

DiGiCo Matrix Private Equity<br />

Partners<br />

Exit Management Team of the Year Pets at Home KKR and Bridgepoint<br />

Environmental Social and Governance<br />

Management Team of the Year<br />

OSS Holdings Dunedin Capital Partners<br />

Corporate Social Responsibility<br />

Management Team of the Year<br />

Major Impact to Industry – CEO of<br />

the Year<br />

Portfolio Company<br />

Awards 2011<br />

30 June 2011<br />

www.bvcapcmawards.com<br />

United Biscuits The Blackstone Group<br />

and PAI Partners<br />

Michael Fort, Lyceum Capital<br />

Synexus<br />

Celebrating<br />

leadership<br />

& managerial<br />

excellence<br />

January 2011 <strong>BVCA</strong> Briefing 19


Country<br />

Profile<br />

Despite the size of Russia’s economy, it’s private equity industry punches well below its weight.<br />

Alexander Pankov of Troika Dialog explains how the Russian Private Equity Initiative (RPEI) aims to<br />

beef up the market.<br />

The Russian private equity market represents one of the last untapped<br />

territories for international investors. Despite almost 20 years of liberal<br />

reforms and a fairly robust economic growth, the local alternative<br />

investment industry is still nascent and strikingly small relative to GDP,<br />

size of the consumer market and population. This phenomenon<br />

makes Russia an outlier among other BRICs enjoying a steady flow of<br />

foreign direct investment and a huge interest from global investment<br />

firms. According to the Emerging Market Private Equity Association<br />

(EMPEA), private equity penetration in Russia stands at 0.02% lagging<br />

behind not only India and China (0.32% and 0.13% respectively), but<br />

also Turkey (0.08%) and MENA (0.11%).<br />

A turbulent rise of the local market in 2004 to 2008 (first LBOs, first<br />

US$500m+ funds raised by Baring Vostok Capital Partners, Russia<br />

Partners, etc.) and cash overhang was followed then by unprecedented<br />

capital drought and industry deterioration caused by the credit<br />

crunch. EMPEA figures point out that in 2009 Russia-focused firms<br />

raised US$455m compared to almost US$4bn accumulated in India<br />

and close to US$7bn in China. As a result the local private equity<br />

20 January 2011 <strong>BVCA</strong> Briefing<br />

The Russian<br />

Private Equity<br />

initiative<br />

landscape has changed dramatically. The financial crisis has sparked<br />

further consolidation of the market, strengthening the position of the<br />

well-established players and nearly stalling the operations of many<br />

first-time funds launched prior to the crisis. Debt-laden portfolio<br />

companies have experienced great difficulties in restructuring and<br />

the deleveraging process has been extremely painful.<br />

In this environment many captive fund managers were spun out<br />

and several institutional investors completely exited the asset class.<br />

The drastic reshuffle coupled with the scarcity of capital and the<br />

macro-economic uncertainty of the last few years resulted in a major<br />

impediment for further development of the local private equity<br />

industry. In 2009 total investments made by institutional funds were<br />

well below US$300m, according to our estimates.<br />

As a preliminary step to address these challenges and misperceptions<br />

the Russian private equity community has reached a broad consensus<br />

to join forces and improve the local private capital market. A group<br />

of 15 leading GPs and service providers launched the Russian Private<br />

Equity Initiative (RPEI) in the middle of last year as part of the<br />

industry-wide effort to promote the Russia private equity asset class<br />

domestically and internationally.<br />

The four main goals of the RPEI:<br />

• Raise awareness of private equity among Russian institutional<br />

investors (predominately public and corporate pension schemes,<br />

insurance companies, banks and sovereign entities)<br />

• Create a more favourable legal environment for raising capital,<br />

investment and management of private equity domiciled both in<br />

Russia and other jurisdictions<br />

• Promote Russian private equity in the global LP/GP community<br />

and enhance its market position among other emerging<br />

economies<br />

• Set standards of professional conduct in corporate governance,<br />

reporting and SRI, improving industry-specific business education<br />

and professional qualifications<br />

A critical element of this initiative is the Russian Private Equity<br />

Performance Survey the RPEI has launched with Thomson Reuters,


which will collect comprehensive and reliable data from the entire<br />

industry in order to move towards building an efficient capital market.<br />

The first results of this study will be available in the middle of 2011 in<br />

the form of an IRR index, which will serve as the official benchmark of<br />

our industry. This effort is aimed at making the Russian market more<br />

transparent and comparable to other key private equity destinations.<br />

RPEI is actively involved in the interaction with local asset allocators,<br />

regulators and entrepreneurs in addition to collaborating with leading<br />

international media groups and investment consultants serving<br />

as major distributors of the industry-specific data. The group also<br />

publishes the Russian Private Equity Magazine, the first of its kind in<br />

Russia specifically for the local private equity sector and acting as the<br />

official voice for the industry.<br />

The RPEI also hosts the annual Russian Private Equity Congress<br />

in partnership with other key organisations in Russia which has<br />

become a successful platform for facilitating dialogue between the<br />

opinion-leaders and key decision-makers in the Russian finance and<br />

government worlds. In much the same way, the RPEI is also partner<br />

ing with the <strong>BVCA</strong> (along with the Russian Venture Capital Association<br />

and the Russian Venture Company) and will host a forum in London<br />

on 22 March which is part of the <strong>BVCA</strong> International Series and<br />

hopes to strike a dialogue with international institutional investors<br />

based in Western Europe, British GPs and policymakers.<br />

In the recent years the federal government has acknowledged the<br />

necessity of improving the Russian investment climate and already<br />

made a number of important steps in fostering international<br />

technological cooperation and investments. As private equity plays a<br />

<strong>BVCA</strong> at the Wimbledon<br />

Championships 2011<br />

crucial role in unlocking the entrepreneurial potential there is a clear<br />

understanding among all key stakeholders and market participants<br />

that interests of public and private sectors shall be aligned in respect<br />

to the development of the local private equity market.<br />

All of this lays the foundation for the establishment of the National<br />

Alternative Investment Management Association (NAIMA) in Russia,<br />

the trade body that will be instituted in 2011 to represent the<br />

interests of the industry in its interaction with regulators and other key<br />

stakeholders. The same way <strong>BVCA</strong> and EVCA have led the industry’s<br />

response and campaign against the more detrimental portions of the<br />

Alternative Investment Fund Managers Directive, NAIMA and the<br />

RPEI hope to make the case for strong local capital markets industry.<br />

Despite being in an embryonic stage of its development Russian<br />

private equity industry is poised to be an attractive target region<br />

for global investors. The largest consumer base in Europe, stable<br />

political regime and fiscal policy, commitment of the government<br />

to decline its shareholding in the economy through a massive<br />

US$60bn+ privatisation effort – all this makes the Russian market a<br />

compelling value proposition in the long run. If Russian policy-makers<br />

can consolidate and empower the nation to a gradual and consistent<br />

transformation, then investments in Russian private equity will prove<br />

to be extremely successful. The RPEI, together with other key industry<br />

players within Russia, will be the force that sees this through.<br />

For further information regarding the Russia Private Equity Initiative<br />

(RPEI) or the <strong>BVCA</strong> International Series and the upcoming Russian<br />

Forum in London on 22 March 2011, please contact Kawika Solidum,<br />

<strong>BVCA</strong>: ksolidum@bvca.co.uk.<br />

We are pleased to host the third annual <strong>BVCA</strong> day at Wimbledon. This promises to be yet<br />

another successful day of networking, combined with an excellent day of tennis at the<br />

Wimbledon Championships. The event will take place on Tuesday 21 June 2011<br />

and is open to <strong>BVCA</strong> members, their guests and other non-members.<br />

Join <strong>BVCA</strong> members on Centre Court or Court No 1 to enjoy a day of first rate tennis from the world’s greatest competitors.<br />

This event is open to <strong>BVCA</strong> members, non-members and guests and tickets are competitively priced.<br />

Find out more at: http://www.bvca.co.uk/events/Wimbledonno1.<br />

for further information and to discuss your requirements,<br />

please contact Tommy Nguyen, Commercial Manger, tnguyen@bvca.co.uk.<br />

January 2011 <strong>BVCA</strong> Briefing 21


Public<br />

Policy<br />

Update<br />

Coalition Politics<br />

This year promises to be a difficult one for the Government.<br />

The consequences of the Comprehensive Spending Review<br />

will become all too real for some people and relations within<br />

the Coalition much more fractious as a result. Indeed we<br />

have already seen signs of discontent within the Coalition and<br />

rioting on the streets during the passage of measures to raise<br />

tuition fees. Expect more of the same, particularly the former<br />

if the motion to introduce the new Alternative Vote system is<br />

defeated in May’s referendum.<br />

Yet both Coalition partners are playing the long game. They are<br />

banking on delivering economic growth over a five year period and<br />

banking on all else paling into insignificance if they are successful.<br />

As such this year’s Budget will not be about fiscal consolidation<br />

but about growth. This represents a window of opportunity for<br />

the private equity and venture capital industry.<br />

The Government has recognised that the arteries of bank finance<br />

are clogged with uncertainty and risk aversion and are looking<br />

for alternative sources of capital to help grow the UK economy.<br />

We must rise to this challenge by putting forward our policy<br />

ideas and better communicating our existing contribution to<br />

economic growth so that we can enlist the Government’s support<br />

in delivering a competitive system of tax and regulation.<br />

The window of opportunity to do this is now. If you would like<br />

to contribute to the <strong>BVCA</strong>’s 2011 budget submission then please<br />

contact <strong>BVCA</strong> public affairs manager Simon Horner at shorner@<br />

bvca.co.uk<br />

22 January 2011 <strong>BVCA</strong> Briefing<br />

An update on the latest public policy issues and their<br />

impact on private equity and venture capital<br />

green investment<br />

Bank<br />

As announced in the Comprehensive Spending Review, the<br />

Green Investment Bank (GIB) will be capitalised with £1bn of<br />

public money, with additional funds to come from the private<br />

sector and asset sales. However before we get carried away<br />

talking about how much there will be to invest in greening our<br />

economy, the final form and function of the GIB is yet to be<br />

decided.<br />

An important debate is now taking place in Whitehall to discuss<br />

how the bank will operate and whether it will be strictly speaking<br />

a bank (as opposed to a fund). We have seen this debate spill out<br />

onto the pages of the national press, notably in the Guardian<br />

with Energy Secretary Chris Huhne supporting a bank model and<br />

pitching himself against Treasury ministers and officials dragging<br />

their feet.<br />

In her testimony to the Environmental Audit Committee,<br />

Economic Secretary to the Treasury Justine Greening remained<br />

open to either possibility. Members of the Committee, including<br />

noted environmental campaigner Zach Goldsmith, accused her<br />

of attempting to neuter the bank model and expressed concern<br />

for continued Treasury involvement in what they saw as a<br />

Department of Energy and Climate Change policy issue.<br />

The <strong>BVCA</strong> has expressed a preference for the bank model over<br />

the fund. However we do understand that were the GIB to have<br />

bond issuing powers, some Treasury involvement is necessary<br />

and inevitable. It is also important to keep in mind the Coalition’s<br />

overall deficit reduction strategy which impacts on <strong>BVCA</strong><br />

members in the broadest sense and also enjoys our backing<br />

- any possible bond issuance from the GIB takes place in the<br />

context of this debate. That said, if it is at all possible to square<br />

this circle then every effort should be made to do so, particularly<br />

if we are to raise anything like the £550bn demanded by the<br />

independent GIB Commission.


AifM Directive<br />

The <strong>BVCA</strong> Regulatory Committee this month submitted our response to the Committee<br />

of European Securities Regulators (CESR) call for evidence on implementing measures for<br />

the Alternative Investment Fund Managers Directive (AIFMD) – the next key stage in the<br />

process. There are numerous Delegated Acts to work through with much still to play for<br />

and we will continue to push for sensible interpretations on all of our key issues, at both<br />

Commission level and to make sure there is no sense of ‘gold-plating’ by the FSA.<br />

Furthermore, we recently saw the creation of ESMA, the new markets supervisory<br />

authority (to supersede CESR), which now has responsibility for AIFMD and regulation of<br />

our industry more generally. It will be vital that we secure a significant UK presence within<br />

ESMA and a significant private equity and venture capital presence in an advisory capacity.<br />

These were the key messages put forward by CEO Simon Walker when giving evidence<br />

to the Treasury Select Committee in December and he urged questioners to put similar<br />

points to Commissioner Barnier when he testified a week later. Policy leads have been<br />

apportioned to national regulators and it is important that the UK will be responsible for<br />

transparency (leverage) though we will need to keep a close eye on depositories as the<br />

policy lead has gone to France (completing the quartet are Germany with responsibility<br />

for authorisation and Ireland for scope).<br />

The FSA has also convened six working groups to study the detail of the various provisions<br />

and the <strong>BVCA</strong> has successfully nominated individuals to all of those groups. The European<br />

Commission is still looking at implementation in early 2013 though this looks to be a very<br />

optimistic timetable. Nevertheless we will continue to work with all the key stakeholders<br />

to bring a speedy end to a process that has produced so much investor uncertainty.<br />

Takeover Panel<br />

At the end of October the UK Takeover Panel published its response to a wide-ranging<br />

consultative review of UK takeover rules and issues. Whilst the proposals are still in outline,<br />

in many areas the proposed changes are significant and could have a considerable impact<br />

on the private equity industry. The key issues include:<br />

• Break fees and other inducement fees will no longer be permitted.<br />

• Potential bidders will have to be publically named in any ‘possible offer’ announcements.<br />

• Greater disclosure will be necessary as bidders must reveal details of their financing and<br />

advisory fees. Each party must also provide estimates for advisory and financing fees.<br />

The <strong>BVCA</strong> urges member firms which may be affected to write to the Panel to express<br />

their dismay at the negative impact these changes will have on takeover activity and more<br />

importantly on shareholder value. A template letter is available on request.<br />

<strong>BVCA</strong> consultation responses<br />

<strong>BVCA</strong><br />

Post-election<br />

Breakfast<br />

Briefing<br />

As 2010 drew to a close, so did one<br />

of the <strong>BVCA</strong>’s most successful events:<br />

the Post-Election Breakfast Briefing<br />

Series. Between June and December,<br />

the <strong>BVCA</strong>, in partnership with Baker<br />

& McKenzie who kindly supplied the<br />

venue, held a series of speeches from<br />

distinguished political and economic<br />

commentators offering their expert<br />

insights across a wide range of themes.<br />

Tim Hames – former leader writer at<br />

the Times and then <strong>special</strong> adviser<br />

to the Speaker of the House of<br />

Commons, and now at the <strong>BVCA</strong> –<br />

kicked off the series with a talk about<br />

how a Coalition Government is likely<br />

to work. The next saw Brian Groom,<br />

business & employment editor at the<br />

Financial Times, give his thoughts<br />

on the British economy, and then<br />

Julian Astle, director at liberal think<br />

tank Centreforum, gave the Liberal<br />

Democrat perspective on the future<br />

of the Coalition. In November, the<br />

<strong>BVCA</strong>’s Colin Ellis, chief economist, gave<br />

an overview of the macro-economic<br />

situation, before proceedings were<br />

wrapped up in December by Rt Hon<br />

Peter Riddell, a senior fellow of the<br />

Institute for Government and former<br />

political commentator for the Times.<br />

This is not the end of the story. The<br />

<strong>BVCA</strong> along with our partners Baker<br />

& McKenzie will be producing a white<br />

paper based on the series in February.<br />

For more information please contact<br />

Leon De Bono, +44 (0)20 7420 1853,<br />

ldebono@bvca.co.uk.<br />

The <strong>BVCA</strong>’s technical committees have responded to a number of consultations in recent months, ensuring the industry remains active<br />

in policy discussions. Recent submissions include:<br />

• The Department of Energy and Climate Change consultation on simplifying Carbon Reduction Commitments<br />

• BIS Consultation on the long term future of corporate Britain<br />

• ESMA call for evidence on AIFMD Level II<br />

• Science and Technology Select Committee enquiry into Technology and Innovation Centres<br />

All of these are available to view on the <strong>BVCA</strong>’s website: http://www.bvca.co.uk/Newsroom/Government-submissions.<br />

January 2011 <strong>BVCA</strong> Briefing 23


LP Seminar<br />

5–7pm<br />

12 October 2011<br />

London (venue TBC)<br />

This unique event hosted<br />

and developed by the <strong>BVCA</strong><br />

Limited Partner (LP) Advisory<br />

Board will discuss topics that<br />

are at the forefront of the<br />

debate regarding the outlook<br />

for Europe’s private equity and<br />

venture capital industry.<br />

To facilitate candid and<br />

thorough discussion, attendance<br />

is strictly reserved for LPs:<br />

pension funds, foundations,<br />

endowments, family offices and<br />

fund-of-funds.<br />

24 January 2011 <strong>BVCA</strong> Briefing<br />

DAteS<br />

for your Diary<br />

This Autumn, three of the industry’s flagship events will be held<br />

in London. You can reserve your place today by contacting the<br />

<strong>BVCA</strong> Events team and registering your interest.<br />

<strong>BVCA</strong> LP–GP<br />

Dinner<br />

7–10.30pm<br />

12 October 2011<br />

London (venue TBC)<br />

Taking place after the Seminar,<br />

the <strong>BVCA</strong> LP–GP Dinner will<br />

commence for the most senior<br />

general practitioners from<br />

<strong>BVCA</strong> member firms and the LP<br />

community.<br />

The evening’s agenda is<br />

carefully constructed to<br />

facilitate first-class networking<br />

and knowledge-building<br />

opportunities.<br />

<strong>BVCA</strong> Summit<br />

A World of Opportunity;<br />

Everything you need to know.<br />

Everyone you need to meet.<br />

In one day.<br />

13 October 2011<br />

London (venue TBC)<br />

Europe’s premier one-day<br />

private equity and venture<br />

capital conference returns<br />

for a third year in London this<br />

Autumn. Bringing together<br />

industry professionals, investors,<br />

advisors, government, officials,<br />

MPs, media and academics, the<br />

Summit is a comprehensive day<br />

offering invaluable networking<br />

and the opportunity to debate<br />

the key issues facing the<br />

industry.<br />

To find out more about<br />

any these flagship events<br />

contact the <strong>BVCA</strong> Events<br />

team at:<br />

e: kgauzel@bvca.co.uk<br />

t: +44 (0)20 7420 1824


industry<br />

index<br />

The real reasons<br />

to invest in<br />

private equity<br />

‘The real reasons to invest in private equity’,<br />

is a study by Oliver Gottschalg at HEC Paris.<br />

This study uses data from 701 mature<br />

buyout funds, based in the US and EU, with<br />

an aggregate size of US$360bn. It uses a<br />

modified internal rate of return (MIRR), which<br />

makes assumptions about the financing<br />

and re-investment rates that funds face: in<br />

particular, cash inflows are re-invested at<br />

the annualised rate of market return over<br />

the remaining life of the fund, and outflows<br />

are financed at the annualised market<br />

return over the life of the fund so far. These<br />

assumptions are important when calculating<br />

MIRRs, but the authors’ sensitivity analysis<br />

suggests that they are not critical in terms of<br />

his broad results.<br />

Gottschalg decomposes MIRRs in a similar<br />

way to the <strong>BVCA</strong>-funded paper (Private<br />

Equity Fund Level Return Attribution:<br />

Evidence from UK Based Buyout Funds),<br />

although he splits timing and industrymatching<br />

into two separate categories,<br />

giving five in total.<br />

Using the whole sample, Gottschalg finds an<br />

average buyout MIRR of 7.6%, compared with<br />

an industry-matched leveraged return of<br />

6.8%, indicating alpha of just 80bps. Although<br />

this is statistically significant, the author<br />

notes that it probably does not compensate<br />

for illiquidity and unpredictability. However,<br />

the paper also finds that top-quartile<br />

funds deliver a higher MIRR of 13.6%, and<br />

significantly outperform equally risky public<br />

market investments, which return 8.5%. This<br />

alpha estimate of 510bps is statistically (and<br />

economically) significant. Finally, the author<br />

then uses a modelling strategy to try to<br />

identify future top performing funds.<br />

endowments and the financial crisis<br />

Private colleges have increased their allocation to alternative investments steadily over the<br />

past 20 years, owing to good returns seen pre-2009. However, the financial crisis hit and<br />

college endowments suffered negative returns during 2009, leading to questions about the<br />

attractiveness of the asset class and the increasing allocations to it.<br />

‘The Impact of Alternative Investments on Private Colleges’ Endowment Investment<br />

Returns’ by Donald L. Basch at Simmons College finds that an increased allocation to<br />

alternatives did lead to a decline in private colleges’ investment returns in 2009. Yet the<br />

full impact on these returns is perhaps smaller than it is perceived to be; evidence for the<br />

ten-year period ending 2009 shows that this emphasis on alternative investments tends to<br />

significantly increase colleges’ cumulative investment return.<br />

How exchange rates affect returns<br />

The question of whether currency fluctuations have an impact on private equity returns<br />

was examined in a recent <strong>BVCA</strong> Research Note (www.bvca.co.uk/research). Using data<br />

from 470 PE funds invested by UK managers in the past 30 years, the study converted<br />

the individual cash flows from these funds into sterling, dollar and euro denomination.<br />

Benchmarking the resulting returns against each other, the study found that exchange<br />

rates appeared to have little major impact on returns over the long term, a result borne<br />

out by repeating the process using the Purchasing Power Parity (PPP) measure.<br />

The note found, however, that on a three-year IRR horizon, exchange rates did play a<br />

significant role on the returns of sterling compared to dollars and euros. Given the<br />

fluctuations in currency seen during the recent financial crisis, and the significant<br />

depreciation of sterling in 2008, this is perhaps unsurprising.<br />

end of year cheer<br />

December saw the publication of the <strong>BVCA</strong>‘s Third Annual Report on the Performance of<br />

Portfolio Companies, produced by Ernst and Young. The report looks at a population based<br />

on the latest annual audited reports of the 43 portfolio companies owned by PE firms that<br />

are voluntarily subject to the Walker Guidelines on transparency and disclosure.<br />

The report finds that the year-on-year growth rates in revenue and profits slowed from<br />

previous years, but remained positive in the range of 3-4%, on both measures of organic<br />

growth and bolt-ons. Further, benchmarking against both UK economy labour statistics<br />

and the FTSE All-Share Index, PE companies outperformed on almost all metrics, with only<br />

operating capital employed within PE portfolio companies (-3.9%) being lower than the<br />

comparable sector-weighted FTSE numbers (5.6%).<br />

Whilst the report found that PE-backed portfolio companies were affected by the recession<br />

- performance in 2009 was down compared to 2008 performance metrics – the news that<br />

they continued to outperform their publicly quoted peers was welcomed by the buyout<br />

community.<br />

Staying power<br />

PE-backed buyouts are observed to have fewer early exits within 12 months and less<br />

liquidations than their pure, non PE-backed counterparts. This is the key finding from<br />

a recent study – ‘Staying Power of UK Buyouts’ – by Ranko Jelic at the University of<br />

Birmingham. Using a dataset spanning 1966-2004 and covering 1,089 deals worldwide,<br />

the study found that the total number of early exits across all buyouts has declined over<br />

time. However, the PE-backed subsample exhibited lower levels of early exits compared<br />

with the non PE-backed subsample. The study also found that only 2% of PE-backed<br />

buyouts resulted in liquidations, which is lower than the average for the whole sample<br />

and the failure rate of 3% for all UK private companies.<br />

January 2011 <strong>BVCA</strong> Briefing 25


Market<br />

Statistics<br />

UK private equity<br />

raised £5.8bn last year<br />

according to Thomson<br />

Reuters, up more than a<br />

£1bn from 2009 which<br />

saw £4.6bn committed.<br />

Globally, the picture is<br />

similar, with the industry<br />

raising more last year<br />

than it did in 2009 –<br />

from £94bn to £107bn.<br />

26 January 2011 <strong>BVCA</strong> Briefing<br />

fUnDrAiSing<br />

UK Quarterly Pe <strong>fundraising</strong><br />

Amount raised (£bn)<br />

Amount raised (£bn)<br />

16<br />

14<br />

12<br />

10<br />

8<br />

6<br />

4<br />

2<br />

0<br />

90<br />

80<br />

70<br />

60<br />

50<br />

40<br />

30<br />

20<br />

10<br />

0<br />

7.3<br />

Q1<br />

2007<br />

55.6<br />

Q1<br />

2007<br />

9.1<br />

66.6<br />

5.0<br />

52.6<br />

11.7<br />

79.4<br />

14.1<br />

global Quarterly Pe <strong>fundraising</strong><br />

85.7<br />

3.0<br />

69.7<br />

3.6<br />

59.3<br />

6.3<br />

Q2<br />

2007 Q3<br />

2007 Q4<br />

2007 Q1<br />

2008 Q2<br />

2008 Q3<br />

2008 Q4<br />

2008<br />

49.2<br />

Q2<br />

2007 Q3<br />

2007 Q4<br />

2007 Q1<br />

2008 Q2<br />

2008 Q3<br />

2008 Q4<br />

2008<br />

2.8<br />

Q1<br />

2009<br />

36.9<br />

Q1<br />

2009<br />

1.2<br />

Q2<br />

2009<br />

29.2<br />

Q2<br />

2009<br />

0.2<br />

Q3<br />

2009<br />

16.9<br />

Q3<br />

2009<br />

0.4<br />

Q4<br />

2009<br />

10.7<br />

Q4<br />

2009<br />

2.2<br />

Q1<br />

2010<br />

30.0<br />

Q1<br />

2010<br />

1.0<br />

Q2<br />

2010<br />

27.3<br />

Q2<br />

2010<br />

1.3<br />

Q3<br />

2010<br />

24.5<br />

Q3<br />

2010<br />

1.2<br />

Q4<br />

2010<br />

Source: Thomson Reuters ThomsonOne<br />

24.9<br />

Q4<br />

2010<br />

Source: Thomson Reuters ThomsonOne


2010 UK Pe <strong>fundraising</strong> by Stage focus<br />

Amount raised (£m)<br />

1600<br />

1400<br />

1200<br />

1000<br />

800<br />

600<br />

400<br />

200<br />

0<br />

Generalist<br />

1357.3<br />

1<br />

Secondary<br />

funds<br />

1298.7<br />

7<br />

Buyouts<br />

1129.1<br />

2010 global Pe <strong>fundraising</strong> by Stage focus<br />

Net period amount raised (£m)<br />

35,000<br />

30,000<br />

25,000<br />

20,000<br />

15,000<br />

10,000<br />

5,000<br />

0<br />

12,981.1<br />

178<br />

Balanced<br />

stage<br />

113<br />

4<br />

875.1<br />

Mezzanine<br />

stage<br />

168<br />

Balanced<br />

stage<br />

Net period amount raised (£m) Number of funds<br />

6<br />

432.7<br />

3<br />

Fund of<br />

funds<br />

406.8<br />

2<br />

Early<br />

stage<br />

185.3<br />

1 1 1<br />

88.9<br />

Turnaround/<br />

Distressed debt<br />

25.5 1.9<br />

Energy Seed<br />

stage<br />

January 2011 <strong>BVCA</strong> Briefing 27<br />

8<br />

7<br />

6<br />

5<br />

4<br />

3<br />

2<br />

1<br />

0<br />

Number of funds<br />

Source: Thomson Reuters ThomsonOne<br />

Net period amount raised (£m) Number of funds<br />

58<br />

44<br />

50<br />

47<br />

60<br />

34<br />

31<br />

40<br />

14<br />

9<br />

26<br />

15<br />

20<br />

0<br />

Energy Early<br />

stage<br />

Fund of<br />

funds<br />

Buyouts Later<br />

stage<br />

Mezzanine<br />

stage<br />

Other<br />

private equity<br />

Generalist Real<br />

estate<br />

Seed<br />

stage<br />

Secondary<br />

funds<br />

Turnaround<br />

5,281.7<br />

4,500.1<br />

6,507.0<br />

31,894.3<br />

3,242.4<br />

7,184.5<br />

3,394.3<br />

3,585.6<br />

8,204.8<br />

999.3<br />

7,554.5<br />

11,389.5<br />

200<br />

180<br />

160<br />

140<br />

120<br />

100<br />

80<br />

Number of funds<br />

Source: Thomson Reuters ThomsonOne


number and Aggregate Value of global Pe Deals 2010<br />

Number of Exits<br />

Percentage Deals<br />

100<br />

300<br />

250<br />

200<br />

150<br />

100<br />

50<br />

90<br />

80<br />

70<br />

60<br />

50<br />

40<br />

30<br />

20<br />

10<br />

0<br />

0<br />

Q1<br />

2006<br />

Q2<br />

2006<br />

3<br />

4<br />

20<br />

23<br />

47<br />

Number of deals<br />

global number of Pe-Backed exits by Type and Aggregate exit Value: Q1 2006 – Q4 2010<br />

Q3<br />

2006<br />

Q4<br />

2006<br />

28 January 2011 <strong>BVCA</strong> Briefing<br />

Q1<br />

2007<br />

Q2<br />

2007<br />

4<br />

26<br />

3<br />

7<br />

7<br />

53<br />

Aggregate value of deals<br />

number and Aggregate Value of global Pe Deals by Value Band 2010<br />

Percentage Deals<br />

100<br />

90<br />

80<br />

70<br />

60<br />

50<br />

40<br />

30<br />

20<br />

10<br />

0<br />

6<br />

9<br />

9<br />

20<br />

55<br />

Number of deals<br />

46<br />

12<br />

24<br />

12<br />

6<br />

Aggregate value of deals<br />

Q3<br />

2007<br />

Q4<br />

2007<br />

Q1<br />

2008<br />

Q2<br />

2008<br />

Buyout<br />

Add-on<br />

Growth<br />

capital<br />

Recapitalisation<br />

Public to private<br />

PIPE<br />

Q3<br />

2008<br />

Q4<br />

2008<br />

Source: Preqin<br />

< US$100m<br />

US$100m – US$249m<br />

US$500m – US$999m<br />

US$250m – US$499m<br />

> US$1bn<br />

Source: Preqin<br />

IPO<br />

Restructuring<br />

Sale to GP<br />

Trade sale<br />

Aggregate exit<br />

value US$bn<br />

Q1<br />

2009<br />

Q2<br />

2009<br />

Q3<br />

2009<br />

Q4<br />

2009<br />

Q1<br />

2010<br />

Q2<br />

2010<br />

Q3<br />

2010<br />

Q4<br />

2010<br />

80<br />

70<br />

60<br />

50<br />

40<br />

30<br />

20<br />

10<br />

0<br />

Aggregate Exit Value: US$bn<br />

Source: Preqin


The <strong>BVCA</strong> Transaction Tracker is (a) a list of venture capital and private equity deals involving UK<br />

targets and (b) a record of those deals completed by UK-headquartered firms outside of the country<br />

(excluding those firms which invest solely outside of the UK, such as emerging market funds).<br />

The investments listed below took place between 29 October 2010 and 13 January 2011.<br />

Data provided by Thomson Reuters.<br />

UK private equity deals<br />

investment<br />

date<br />

Transaction<br />

tracker<br />

Company name Location Business description investors<br />

29/10/2010 i-plas Halifax Manufactures recycled plastic products Foresight Group<br />

01/11/2010 Lumison Newbridge Provides connectivity, hosting and managed IT services Bridgepoint Development Capital<br />

01/11/2010 National Fostering Agency Uxbridge Provides foster care services Sovereign Capital<br />

01/11/2010 Shetland Wind Power Lerwick Provide wind power installation services Nevis Capital<br />

03/11/2010 Euroffice London Retails office products and services to the SME market through<br />

online<br />

03/11/2010 Nigel Wright Consultancy Newcastle Provides recruitment services Baird Capital Partners<br />

Darwin Private Equity, Undisclosed Investor<br />

04/11/2010 BDO Investment Management London Provides financial and investment advisory services Oakley Capital Investment<br />

05/11/2010 High Speed 1 London Owns and operates railway infrastructure and stations Borealis Infrastructure Management, Inc,Ontario Teachers' Pension<br />

Plan<br />

05/11/2010 IECHP (UK and Eire) Scotland Develops fuel cell power system Scottish Enterprise<br />

08/11/2010 G-volution Newport, Gwent Provides fuel efficiency technology Finance Wales, Undisclosed Investor,Undisclosed Investor<br />

08/11/2010 SenseLogix Conwy Manufactures enterprise-wide energy reduction products Beringea, Finance Wales, Undisclosed Investor<br />

08/11/2010 Sirigen Hampshire Provides fluorescent labeling and amplification technology Undisclosed Investor,IQ Capital Partners<br />

08/11/2010 Xeros Rotherham Develops a prototype washing machine Enterprise Ventures,Entrepreneurs Fund Management, IP Group,<br />

Undisclosed Investor<br />

09/11/2010 RDL Corporation London Operates as an employment agency Matrix Private Equity Partners, Undisclosed Investor<br />

09/11/2010 Staff Management Sevenoaks Provides live-out care service to children and adults August Equity<br />

11/11/2010 Eversholt Rail Group London Provides rolling stock and management services for railways 3i Infrastructure, Morgan Stanley Private Equity,STAR Capital<br />

Partners<br />

11/11/2010 Movirtu London Provides mobile technology solution Gray Ghost Ventures,TLcom Capital<br />

11/11/2010 Procarta Biosystems Norwich Develops technology to defeat antibiotic-resistant superbugs Javelin Ventures,Midven,Morningside Venture Investments<br />

11/11/2010 Syntaxin Abingdon, Oxon Develops drugs to treat neurological, respiratory, and metabolic<br />

diseases<br />

12/11/2010 Durham Graphene Science Durham Operates as a research and development firm to produce<br />

graphene<br />

Abingworth Management,Johnson & Johnson Development<br />

Corporation,Life Sciences Partners BV,Quest Management NV,SR<br />

One,Seventure Partners SA,Lundbeckfond Ventures<br />

North East Finance<br />

12/11/2010 Vertical Wind Energy Ponteland Develops and installs vertical axis wind turbines Finance South East,North East Finance,Undisclosed<br />

Investor,Clarendon Fund Managers<br />

16/11/2010 Pulse Staffing Hertfordshire Provides temporary/permanent staffing solutions to the<br />

healthcare sector<br />

Blackstone Group<br />

17/11/2010 Choice Care Group Reading Provide learning disability support services Sovereign Capital<br />

January 2011 <strong>BVCA</strong> Briefing 29


Transaction tracker: UK private equity deals<br />

19/11/2010 KemFine UK Grangemouth Manufactures chemicals for agriculture and pharmaceutical<br />

sectors<br />

30 January 2011 <strong>BVCA</strong> Briefing<br />

Aurelius AG<br />

22/11/2010 Britax Excelsior Limited Andover, Hampshire Manufactures children's car seats, pushchairs and travel systems Nordic Capital<br />

22/11/2010 iprism Underwriting Agency London Develops electronic insurance trading platform Magenta Partners<br />

22/11/2010 Ubisense Trading Cambridge Develops real-time location systems Canaccord Genuity,Undisclosed Investor<br />

23/11/2010 Handmade Mobile Entertainment London Handmade Mobile provides consumer applications for mobile<br />

phones<br />

Oxford Capital Partners<br />

23/11/2010 MyThings (UK) London Operates as an online personalized retargeting company Accel Partners,Carmel Ventures,T-Venture Holding,Undisclosed<br />

Investor<br />

23/11/2010 Xention Cambridge Operates as a drug discovery company focusing on ion channels BTG International,Credit Agricole Private Equity,Forbion Capital<br />

Partners,MVM Life Science Partners,Seroba Kernel Life Sciences<br />

24/11/2010 Advent Life Sciences London Manages a venture capital and private equity fund European Investment Fund<br />

24/11/2010 Aquamarine Power Edinburgh Operates as a marine energy company Undisclosed Investor<br />

24/11/2010 Iroko Financial Products London Provide fixed income banking services TLG Capital<br />

25/11/2010 Icera, Inc Bristol Develops electronic processors Accel Partners,Amadeus Capital Partners,Atlas Venture,Balderton<br />

Capital Management<br />

25/11/2010 Time Out Group London Operates as a publishing company Oakley Capital Investment<br />

26/11/2010 Cambridge Broadband Networks Cambridge Develops technology for broadband wireless networks Accel Partners,Adara Venture Partners,Amadeus Capital<br />

Partners,Samsung Venture Investment Corporation,TVM Capital<br />

01/12/2010 Indigix Oxford Provides research and development services Imperial Innovations,Undisclosed Investor<br />

01/12/2010 Survitec Group Belfast Survitec Group manufactures safety and survival equipment Warburg Pincus<br />

02/12/2010 Asperity Employee Benefits London Provide integrated employee benefits Inflexion<br />

02/12/2010 Building Automation Solutions Altrincham Develops building energy management systems Bridgepoint Development Capital,Undisclosed Investor<br />

02/12/2010 Oakland Care Centre Birmingham Operates as a care centers for dementia patients Albion Ventures<br />

02/12/2010 Polestar Foods Leamington Spa Produces frozen desserts Privet Capital<br />

06/12/2010 Biotec Services International Limited Bridgent Provides pharmaceutical services Finance Wales, Undisclosed Investor<br />

06/12/2010 CitySprint (UK) Redhill, Surrey Provides courier services Dunedin Capital Partners<br />

06/12/2010 IMS Group, The London Provides consulting and business support services to securities<br />

industry<br />

Sovereign Capital<br />

07/12/2010 Gym Group, The London Operates a chain of fitness clubs and gyms Bridges Ventures<br />

07/12/2010 zonzoo group Mitcham Provides mobile phone recycling services StoneMan,Undisclosed Investor,Cleantech Invest<br />

08/12/2010 CitySocialisingcom London Operates a social networking website PROfounders Capital,Undisclosed Investor<br />

08/12/2010 Diverse Energy Limited Slinfold, West Sussex Develops low-carbon mobile phone tower technology Octopus Ventures<br />

08/12/2010 Performance Horizon Group Boldon Colliery Provide performance marketing technology DN Capital<br />

10/12/2010 Attraction World Birmingham Provides ticket reservation services Maven Capital Partners UK, Undisclosed Investor<br />

10/12/2010 Tayside Flow Technologies Dundee Tayside Flow Technologies develops cardiovascular devices Braveheart Ventures,Undisclosed Investor,Scottish<br />

Enterprise,Undisclosed Investor<br />

11/12/2010 Tyrrells Group Holdings Leominster Produces hand fried potato chips in the UK Langholm Capital<br />

13/12/2010 Bourn Hall Clinic Cambridge Provides medical services TVM Capital GmbH<br />

13/12/2010 Cawood Scientific Group Cawood Provides analytical testing services to land based industries Northern Venture Managers Limited,Undisclosed Investor<br />

13/12/2010 Faversham House Group South Croydon Operates as a media company Matrix Private Equity Partners, Undisclosed Investor<br />

14/12/2010 Asalus Medical Instruments Limited Cardiff Manufactures surgical devices Finance Wales, IP Group, Undisclosed Investor<br />

14/12/2010 Dr J D Hull & Associate St Mellons Operates a chain of dental clinics throughout UK AXA Private Equity SA<br />

14/12/2010 NGenTec Edinburgh Manufactures direct drive permanent magnet generators Scottish Enterprise,SET Venture Partners<br />

14/12/2010 TynTec Isle of Man Provides mobile messaging services Iris Capital Management<br />

15/12/2010 Bladon Jets (UK) Limited Ellesmere Develops micro gas turbine engines for hybrid cars Oxfordshire Investment Opportunity Network<br />

15/12/2010 PsiOxus Therapeutics London Operates as a biotechnology company Imperial Innovations,Undisclosed Investor,West Midlands<br />

Enterprise<br />

15/12/2010 Zoopla London Operates a destination website for UK residential property data Atlas Venture,Octopus Ventures,Undisclosed Investor<br />

16/12/2010 AVISA Aviation Safety Systems Barcombe Provides aviation airworthiness and safety management services ENEX Group SA<br />

16/12/2010 L M Funerals Wolverhampton LM Funerals provides funeral services Sovereign Capital<br />

16/12/2010 OFFICE London Operates a chain of footwear stores Silverfleet Capital<br />

16/12/2010 South East Water Limited Snodland, Kent Provides drinking water supply services CDP Capital - Technology Ventures<br />

17/12/2010 Chargemaster London Develops electric vehicle charging stations Braveheart Ventures<br />

17/12/2010 Longbow Real Estate Capita London Provides mezzanine finance and debt Intermediate Capital Group


Transaction tracker: UK private equity deals<br />

20/12/2010 Chemigraphic Crawley Manufactures and develops printed circuit boards RJD Partners,Undisclosed Investor<br />

20/12/2010 Crysalin London Develops technology for protein structure determination IP Group, Oxford Technology Management,Undisclosed Investor<br />

20/12/2010 Engensa London Supplies and installs solar power system Albion Ventures<br />

21/12/2010 Alexandalexacom London Operates as an online retailer of children's clothes MMC Ventures<br />

21/12/2010 President Engineering Group Limited Sheffield Manufactures and wholesales safety solutions for industrial<br />

sector<br />

non-UK private equity deals by UK firms<br />

investment<br />

date<br />

Company name Location Company description investors<br />

17/11/2010 GameGround United States Novel TMT Ventures,Sequoia Capital,SoftBank Capital,Vodafone<br />

Ventures<br />

17/11/2010 ZONARE Medical Systems United States Apposite Capital LLP,Earlybird Venture Capital,Frazier Healthcare<br />

and Technology Ventures<br />

Operates a personalized online gaming center.<br />

Develops ultrasound imaging devices.<br />

19/11/2010 SensorTran United States Advantage Capital Partners,WHEB Venture Partners Develops fiber optic-based sensors.<br />

22/11/2010 Tolven United States Reed Elsevier Ventures Provides an open source, clinical informatics platform.<br />

23/11/2010 nlyte Software United States Balderton Capital Management,NGEN Partners,Undisclosed<br />

Investor<br />

30/11/2010 Abiquo United States Balderton Capital Management,Kreos Capital,Nauta<br />

Capital,Undisclosed Investor<br />

Provides data center management solutions.<br />

Develops an open-source cloud-computing software platform.<br />

06/12/2010 Banco BTG Pactual Brazil J.C. Flowers & Co.,RIT Capital Partners Provides investment banking services.<br />

07/12/2010 ESTECH United States NBGI Private Equity, Ltd.,Saints Ventures,Telegraph Hill<br />

Partners,Tullis Health Investors<br />

Develops and sells products for minimally invasive cardiovascular<br />

surgery.<br />

13/12/2010 Mobixell Networks United States Escalate Capital,Intel Capital,smac partners,Azini Capital Partners Develops mobile multimedia and advertising solutions.<br />

15/12/2010 Bumble Bee Foods United States Lion Capital Operates manufacturing facilities.<br />

20/12/2010 Siesta Logistics India Alchemy Partners Provides logistics services.<br />

04/01/2011 SCVNGR United States Balderton Capital Management,Google Ventures,Highland<br />

Capital Partners<br />

Undisclosed Investor,YFM Group<br />

21/12/2010 Provesica Limited Pampisford, Cambridge Operates as a drug development company Forbion Capital Partners,Seroba Kernel Life Sciences<br />

21/12/2010 Sky-hook Screen and Digital Print Cardiff Operates as a shell scheme company and exhibition contractor Finance Wales, Undisclosed Investor<br />

22/12/2010 Kognitio Bracknell Provides analytic database services Corporate Finance Partners CFP Beratungs<br />

22/12/2010 Recite Me Tyne and Wear Develops software for dyslexic and visually impaired users North East Finance<br />

29/12/2010 OpenGamma London Develops analytics and risk management software solutions Accel Partners,FirstMark Capital<br />

31/12/2010 Apex Linvar Milton Keynes Manufactures adjustable pallet racking solutions and shelving<br />

systems<br />

Saints Chamonix<br />

31/12/2010 Caldicot Metal Decorating London Provides printing services on tinplate and aluminum sheet Saints Chamonix<br />

31/12/2010 Intellident Stockport Provides self-service and stock management solutions Saints Chamonix<br />

31/12/2010 Leafield Environmental Corsham Manufactures litter, recycling and street furniture products Saints Chamonix<br />

31/12/2010 Regain Polymers Castleford Recycles post-use rigid plastic into specified recycled compounds Saints Chamonix<br />

31/12/2010 Westler Foods Malton Operates hot dog stands and produces canned food products RCapital Partners<br />

04/01/2011 M&C Energy Group Fife Operates as an independent energy consultancy company Lyceum Capital Partners<br />

05/01/2011 Automated Systems Group Cambridge Provides and supplies printing and copying services Matrix Private Equity Partners, Undisclosed Investor<br />

05/01/2011 Exploration Logistics Group Mitcheldean Provides remote site medical, health, safety and mine clearance<br />

services<br />

MML Capital Partners<br />

06/01/2011 Dene Group, The Newcastle Upon Tyne Produces film and television programmes NEL Fund Managers,Undisclosed Investor<br />

06/01/2011 Liberata UK London Provides business process outsourcing services Endless<br />

10/01/2011 e2train Cirencester Provides learning and performance management systems WestBridge Capital<br />

10/01/2011 Name Your Number Manchester Provides the technology platform telecommunication operators Undisclosed Investor,Undisclosed Investor,YFM Group<br />

11/01/2011 Celtique Energie London Develops prospects for oil and natural gas in shore basins Avista Capital Holdings, LP,Undisclosed Investor<br />

11/01/2011 Niagara LaSalle (UK) Willenhall Manufactures steel bars Endless<br />

Provides cellular technology to operate a scavenger hunt.<br />

05/01/2011 Interswitch Nigeria Adlevo Capital Managers,Helios Investment Partners Operates an electronic transaction payment processing company.<br />

January 2011 <strong>BVCA</strong> Briefing 31


LP Voice<br />

Q1 Why does ff&P Asset Management invest in<br />

private equity?<br />

FF&P Asset Management invests in private equity on behalf of its clients<br />

because the asset class has shown it can deliver superior outperformance<br />

of public markets over the long term. The clients are mostly individuals<br />

and families with medium to long term investment horizons and a<br />

requirement for absolute returns and cash generation.<br />

Q2 What is your investment strategy?<br />

We are discerning private equity investors and believe extensive<br />

research and due diligence on opportunities and managers is crucial.<br />

Private equity can offer the largest spread of returns when compared<br />

to other asset classes. The difference between a top quartile private<br />

equity fund and a bottom quartile private equity fund can be expected<br />

to be larger than most, if not all, asset classes. It is also the case that<br />

when an investment is made into a private equity fund you expect to be<br />

invested for a long time, often more than ten years. It is vital, therefore,<br />

to establish a high degree of conviction in the investment case of all<br />

investments at the outset. We believe our approach to due diligence<br />

sets us apart from other managers.<br />

While it is often frustrating for new managers, we do have a preference<br />

to invest in managers with proven track records.<br />

Q3 How do you decide which funds to invest in?<br />

FF&P Asset Management has a global portfolio of private equity funds.<br />

The common thread is that they are all experienced fund managers with<br />

proven performance track records. We tend to work with experienced<br />

managers who have performed well for us and who demonstrate<br />

proven flair and investment acumen in their portfolio selections. A lot<br />

of work is undertaken to see if the dynamics in the management team,<br />

which contributed to its success, are still in place and the extent to which<br />

macro factors are likely to contribute to continued outperformance.<br />

In practice this often causes us to be loyal investors but the manager<br />

always earns and deserves our loyalty.<br />

This bottom up focus has to be matched with a top down approach<br />

to ensure that the portfolio is balanced in the direction agreed by our<br />

investment committee.<br />

It is worthwhile noting that while we have benefitted from a healthy<br />

exposure to emerging markets funds for many years, we do believe<br />

that the global financial crisis of 2008 has created a lot of very attractive<br />

investment opportunities in developed markets.<br />

Q4 How do you think the industry has changed over the<br />

last three years from the boom times to post-recession?<br />

Over the last three years we have seen both peaks of greed and deep<br />

valleys of fear. The widespread deleveraging that followed the financial<br />

crisis has served to shorten investment horizons and place a higher note<br />

32 January 2011 <strong>BVCA</strong> Briefing<br />

with<br />

Simon Jamieson<br />

Director<br />

ff&P Asset Management Limited<br />

premium on less liquid investments. This has and will continue to lead<br />

to a shakeout and a degree of <strong>special</strong>isation. Managers with poor and<br />

indifferent performance spanning multiple funds will struggle to raise<br />

new fund capital.<br />

The general partners and the limited partners have also had to adjust to<br />

longer holding periods – stretching now to seven or eight years in the<br />

venture space. A consequence of this is that limited partners can have<br />

less cash to commit to the sector.<br />

Q5 Over the last two years there has been much talk of<br />

LP discontent over the way they were treated by some<br />

of managers back in the boom days. Do you think this is<br />

justified and how has investor sentiment been affected by<br />

the recession?<br />

A Scottish rooted house like FF&P has struggled with some of the terms<br />

in the LP agreement, particularly relating to management and other fees.<br />

However, these tend to be clearly stated and have been agreed to by<br />

ourselves so there seems little ground for complaint.<br />

Investor sentiment will have been impacted by the recession. In<br />

previous cycles we have seen a rush to liquidity and a reduction in the<br />

availability of private equity, which has in turn caused a period of good<br />

returns for the asset class. This cycle may yet turn out to follow the<br />

same pattern.<br />

Q6 in recent months the private equity industry has been<br />

challenged over its performance, and investors questioned<br />

over why they continue to back the asset class in the way<br />

that they do. As ff&P Asset Management has invested in<br />

private equity for some considerable time, where do you<br />

stand in the debate?<br />

FF&P continues to believe that backing a good manager who invests in<br />

good businesses over the long term is a proven way to create wealth<br />

over the long term.<br />

There will be periods of underperformance, e<strong>special</strong>ly when public<br />

markets are so volatile. However, this long proven form of wealth<br />

creation perhaps lends itself best to private equity with its long term<br />

focus and structure.<br />

Q7 What to you think are the biggest challenges that the<br />

private equity industry faces in the coming months and<br />

years, and what, as an investor, would you most like to see<br />

change?<br />

A challenge for the industry going forward is the valuation volatility in<br />

many private equity portfolios, caused by the volatility in the public<br />

markets being reflected through the Fair Market Value Accounting<br />

principles. This lack of stability reduces the differential between public<br />

and private equity and has consequently chipped away at one of the<br />

historic characteristics of the asset class.


Case study The Right Fit<br />

Kurt Geiger<br />

Private equity helps to grow one of<br />

Britain’s best known footwear retailers<br />

Funded by<br />

Kurt Geiger is among the most recognised shoe brands in the world and a genuine UK<br />

success story. Opening its doors for the fi rst time in 1963, Kurt Geiger today sells more<br />

than two million pairs of shoes a year, or 10 pairs every minute.<br />

In 2008, UK private equity house Graphite Capital led a £95m management buyout (MBO)<br />

of the business, which has since opened 20 stand-alone stores across the country and<br />

created more than 600 new jobs. And, despite the recession, recorded a 17% increase in<br />

turnover and a 21% increase in earnings in 2009.<br />

Strategy<br />

With the help of Graphite’s expertise in the retail sector, the MBO offered Kurt Geiger the<br />

opportunity to grow both nationally and internationally across all its distribution channels.<br />

In the UK the business had identifi ed a roadmap for rolling out its highly successful ownstore<br />

model to additional high street and airport locations. There was also strong scope to<br />

strengthen the company’s existing partnerships with premium department store groups<br />

where Kurt Geiger operates all aspects of the multi-branded shoe departments.<br />

The company’s international footprint was still relatively limited at the time of the MBO,<br />

meaning there was an opportunity to target new territories. Other business areas, such as<br />

licensing and online sales, were underdeveloped and offered potential for growth.<br />

Achievements<br />

Since the MBO, the group has opened over 20 stand-alone Kurt Geiger stores in the UK,<br />

including a new fl agship concept store in Covent Garden.<br />

Under Graphite’s ownership, the company has won a number of new contracts, including<br />

further selling space within the Selfridges and Fenwick’s store groups as well as a new<br />

contract with Debenhams. It has also signed an exclusive UK distribution agreement with<br />

Nine West, a US-based footwear brand.<br />

Internationally, it has expanded its franchise agreement in the Middle East, with stores<br />

opening in Dubai, Kuwait, Qatar and Bahrain. More recently, it has signed agreements with<br />

franchise partners in Russia, Turkey and Malaysia.<br />

Performance<br />

Despite the challenging economic backdrop for retailers, Kurt Geiger has performed<br />

strongly, thanks to its focus on luxury and premium product, geographic spread and multichannel,<br />

multi-brand business model.<br />

EBITDA (earnings before interest, taxes, depreciation, and amortization) has risen by more<br />

than 20% in each of the past two fi nancial years to a record £14.7m in the year to January<br />

2010. Like-for-like sales have risen strongly, with designer shoe sales within department<br />

store partners Harrods, Selfridges and Liberty at a record high. Internet sales trebled and<br />

now account for 15% of own brand sales.<br />

Job creation<br />

Kurt Geiger has created more than 600 new jobs since its acquisition by Graphite in<br />

January 2008, refl ecting the rapid expansion of its sales channels and international<br />

penetration. With original design as a core principle, the group has more than doubled the<br />

size of its design team since the MBO.<br />

Investor: Graphite Capital<br />

Location: London<br />

Sector: Retail<br />

Stage: MBO-2008<br />

Exit: Currently in portfolio<br />

Company Website: www.kurtgeiger.com<br />

Investor Website: www.graphitecapital.com<br />

“We were impressed by<br />

Graphite’s strong track record<br />

of successful investments in<br />

retail and consumer businesses.<br />

We offer some of the world’s<br />

best shoes in an unrivalled<br />

retail environment and are well<br />

recognised for the quality of<br />

our range and the high standard<br />

of our customer service. With<br />

Graphite’s retail expertise and<br />

support we are pursuing our<br />

strategic objective of becoming<br />

the leading global luxury and<br />

premium shoe retailer.”<br />

Neil Clifford, chief executive, Kurt Geiger<br />

January 2011 <strong>BVCA</strong> Briefing 33


For further information<br />

contact the <strong>BVCA</strong><br />

1st Floor North, Brettenham House<br />

Lancaster Place, London WC2E 7EN<br />

T: +44 (0)20 7420 1800<br />

F: +44 (0)20 7420 1801<br />

E: bvca@bvca.co.uk<br />

bvca.co.uk

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