Annual General Meeting 8 July 2009 1 Safety announcement In the - - PowerPoint PPT Presentation

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Annual General Meeting 8 July 2009 1 Safety announcement In the - - PowerPoint PPT Presentation

May 09, 2023 33 likes •524 views

Annual General Meeting 8 July 2009 1 Safety announcement In the event of an emergency, a two-tone fire alarm will commence An announcement over the public address system will follow; it will ask you to listen for further instructions

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1

Annual General Meeting

8 July 2009

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Safety announcement

  • In the event of an emergency, a two-tone fire alarm will commence
  • An announcement over the public address system will follow;

it will ask you to listen for further instructions

  • Take a look now for your nearest fire escape sign
  • Should an evacuation become necessary, instructions will be given
  • ver the public address system
  • When told, you should leave the building quickly by the nearest exit
  • Walk, do not run, do not stop for belongings, do not use the lifts
  • Assistance will be provided for those with restricted sight, hearing
  • r impaired mobility
  • Your assembly point is opposite the QEII Conference Centre’s

main entrance

  • Please take care when crossing the road
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3

Baroness Hogg

Chairman

3

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The Board of Directors

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Willem Mesdag

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Robert Swannell

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Oliver Stocken

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Michael Queen

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Julia Wilson

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Kevin Dunn

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Lord Smith of Kelvin

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Christine Morin-Postel

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Richard Meddings

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John Allan and Alistair Cox

John Allan Alistair Cox

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Share price and diluted NAV per share

Note: the share price and diluted NAV per share were adjusted to take the rights issue and the acquisition of QPE into account.

200 400 600 800 1000 1200 Dec 94 Jun 95 Dec 95 Ju n 96 Dec 96 Ju n 97 Dec 97 Jun 98 Dec 98 Jun 99 Dec 99 Jun 00 Dec 00 Jun 01 Dec 01 Jun 02 Dec 02 Jun 03 Dec 03 Jun 04 Dec 04 Jun 05 Dec 05 Jun 06 Dec 06 Jun 07 Dec 07 Jun 08 Dec 08 Jun 09 3i Group FTSE All Share (reb ased vs 3i) 3i Group Diluted NAV Pence per share

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Key themes

  • A challenging year
  • Change to leadership
  • Strengthen balance sheet
  • Maintain financial discipline
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Share price performance since January 2009

100 120 140 160 180 200 220 240 260 280 300 Jan 09 Feb 09 Mar 09 Apr 09 May 09 Jun 09 Jul 09 3i FTSE All Share (rebased vs 3i) FTSE General Financial (rebased vs 3i) Pence per share

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Michael Queen

Chief Executive

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A focused private equity business

3i Group Buyouts

Mid-market transactions in Europe and Asia Transaction size: EV up to €1bn Investments made through LP private equity funds Three funds currently under management Companies in portfolio: 55

Growth Capital Infrastructure

Minority investments in established and profitable businesses across Europe, Asia and the North America Transaction size: up to €150m Investments typically made on balance sheet Companies in portfolio: 118 Investing principally in transportation, utilities and social infrastructure Investments made through:

  • 3i Infrastructure plc, a quoted

company advised by 3i

  • 3i India Infrastructure Fund
  • on balance sheet

Companies in portfolio: 11*

(as at 31 March 2009)

Assets under management (£m) Own balance sheet 1,467 External funds 2,312 3,779 Assets under management (£m) Own balance sheet 1,574 External funds 157 1,731 Assets under management (£m) Own balance sheet 371 External funds 1,287 1,658

* Includes 4 investments directly held by 3i Note: 3i’s non-core portfolio includes: Venture Capital (£314m), SMI (£153m), holding in 3i Quoted Private Equity plc (£171 million).

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Strong cash flow generation

Year to 31 March

Demonstrated capacity to generate cash through economic cycles and periods of market volatility.

(4,000) (3,000) (2,000) (1,000) 1,000 2,000 3,000 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2009*

  • 90%
  • 70%
  • 50%
  • 30%
  • 10%

10% 30% 50% 70% 90% 110%

Investment (£m) Return flow (£m) Other (£m) Gearing (%, RH Axis) Net cash flow (£m)

Year to 31 March

* On the basis of the rights issue of £732m (pre expenses) and post QPE transaction

*

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Management actions in year to 31 March 2009

  • £1.3 billion realisations
  • Acquisition of 3i QPE plc
  • Sale of 9.5% of 3i Infrastructure (£61m)
  • Action to reduce expenses by c.15%
  • CIO role created
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Management actions in three months to 30 June 2009

  • Rights issue of £732m

– reduced pro forma gearing from 103% to 42% – strengthened the balance sheet to protect against further falls in value – enables the Group to manage existing portfolio over time to maximise returns – provides capital for new investment assets at a valuation low point

  • Significant new investment by employees alongside shareholders
  • Received £110m from QPE transaction
  • Realisations of £163m
  • Net debt reduced to £961m
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Pro forma balance sheet

Investment assets 4,022 4,050 6,016 Other net liabilities (276) (276) (321) 3,746 3,774 5,695 Net borrowings 1,103 1,912 1,638 Equity 2,643 1,862 4,057 3,746 3,774 5,695

March 2008 £m March 2009 pro forma* £m March 2009 £m

Gearing 42% 103% 40%

* On the basis of the fundraising of £732m (pre expenses) and post QPE transaction

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Capital structure and liquidity

  • Target is a conservative capital structure:

– want to significantly reduce net debt to approximately £1bn – target an investment grade rating in order to enable access to debt capital markets – lower net debt reduces financial risk and returns volatility

  • Our gross debt has:

– no material maturities within the next 12 months – no covenants – is attractively priced

  • Pro forma* liquidity post rights issue and QPE is £1.8bn

* On the basis of the fundraising of £732m (pre expenses) and post QPE transaction

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New investment opportunities

  • Growth Capital

– companies short of capital – limited competition

  • Infrastructure

– economic stimulus in developed world – new build in developing world

  • Buyouts

– M&A activity – corporates selling non-core assets

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Interim Management Statement

  • Net debt reduced to £961m at 30 June 2009
  • Realisations for the first quarter of £163m at a modest uplift to
  • pening valuation
  • Investment of £76m for the three months

“Given our view of the general economic outlook, we will continue to take a cautious approach to new investment, maintain our focus on the portfolio and ensure that we build upon our strong positions in the mid-market buyout, growth capital and infrastructure markets.”

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The Resolutions

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Resolutions commentary

  • AGM

– 15 resolutions – normal annual business – re-purchase of ordinary and B shares – 14 days’ notice for calling a General Meeting (other than an AGM)

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Questions

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Poll card

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Resolution 1

“THAT the Company’s Accounts for the year to 31 March 2009 and the Directors’ report, the Auditors’ report and the auditable part of the Directors’ remuneration report be and they are hereby received and considered”

Proxy votes lodged for this Resolution: 97.80% For, 0.07% Discretionary, 0.21% Against and 1.92% Abstain

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Resolution 2

“THAT the Directors’ remuneration report for the year to 31 March 2009 be and it is hereby approved”

Proxy votes lodged for this Resolution: 90.56% For, 0.07% Discretionary, 2.33% Against and 7.04% Abstain

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Resolution 3

Proxy votes lodged for this Resolution: 96.34% For, 0.07% Discretionary, 1.67% Against and 1.92% Abstain

“THAT Mr M J Queen be and he is hereby reappointed as a Director of the Company”

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Resolution 4

Proxy votes lodged for this Resolution: 99.45% For, 0.07% Discretionary, 0.44% Against and 0.04% Abstain

“THAT Mr R H Meddings be and he is hereby reappointed as a Director of the Company”

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Resolution 5

Proxy votes lodged for this Resolution: 97.57% For, 0.07% Discretionary, 0.44% Against and 1.92% Abstain

“THAT Mme C J M Morin-Postel be and she is hereby reappointed as a Director of the Company”

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Resolution 6

Proxy votes lodged for this Resolution: 97.14% For, 0.07% Discretionary, 0.87% Against and 1.92% Abstain

“THAT Mr O H J Stocken be and he is hereby reappointed as a Director of the Company”

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Resolution 7

“THAT Mrs J S Wilson be and she is hereby reappointed as a Director of the Company”

Proxy votes lodged for this Resolution: 99.63% For, 0.07% Discretionary, 0.26% Against and 0.04% Abstain

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Resolution 8

“THAT Ernst & Young LLP be and they are hereby reappointed as Auditors of the Company to hold office until the conclusion of the next General meeting at which Accounts are laid before the members”

Proxy votes lodged for this Resolution: 96.99% For, 0.07% Discretionary, 0.20% Against and 2.74% Abstain

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Resolution 9

“THAT the Board be and it is hereby authorised to fix the Auditors’ remuneration”

Proxy votes lodged for this Resolution: 99.03% For, 0.07% Discretionary, 0.03% Against and 0.87% Abstain

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Resolution 10

To renew the authority to incur political expenditure

Proxy votes lodged for this Resolution: 98.59% For, 0.07% Discretionary, 1.28% Against and 0.06% Abstain (The full text of this Resolution is set out in the Notice of AGM)

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Resolution 11

To renew the Directors’ authority to allot shares

Proxy votes lodged for this Resolution: 99.81% For, 0.07% Discretionary, 0.10% Against and 0.03% Abstain (The full text of this Resolution is set out in the Notice of AGM)

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Resolution 12

Special Resolution To renew the Directors’ authority to allot shares for cash

Proxy votes lodged for this Resolution: 99.71% For, 0.07% Discretionary, 0.17% Against and 0.04% Abstain (The full text of this Resolution is set out in the Notice of AGM)

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Resolution 13

Special Resolution To renew the Company’s authority to purchase its own

  • rdinary shares

Proxy votes lodged for this Resolution: 99.87% For, 0.07% Discretionary, 0.04% Against and 0.02% Abstain (The full text of this Resolution is set out in the Notice of AGM)

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Resolution 14

Special Resolution To renew the Company’s authority to purchase its own B shares

Proxy votes lodged for this Resolution: 98.97% For, 0.07% Discretionary, 0.94% Against and 0.03% Abstain (The full text of this Resolution is set out in the Notice of AGM)

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Resolution 15

Special Resolution “THAT a General Meeting other than an Annual General Meeting may be called on not less than 14 clear days’ notice”

Proxy votes lodged for this Resolution: 98.88% For, 0.07% Discretionary, 0.96% Against and 0.09% Abstain

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