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UNIVERSAL PARTNERS LIMITED - Summarised unaudited financial results for the quarter and six months ended 31 December 2021

Release Date: 09/02/2022 12:00
Code(s): UPL     PDF:  
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Summarised unaudited financial results for the quarter and six months ended 31 December 2021

UNIVERSAL PARTNERS LIMITED
(Incorporated in the Republic of Mauritius)
(Registration number: 138035 C1/GBL)
SEM share code: UPL.N0000
JSE share code: UPL
ISIN: MU0526N00007
("Universal Partners", "UPL" or "the Company")


SHORT FORM ANNOUNCEMENT: SUMMARISED UNAUDITED FINANCIAL STATEMENTS FOR THE QUARTER AND SIX MONTHS ENDED 31 DECEMBER 2021

                                                 Quarter        Six months          Quarter        Six months
                                                  ended              ended            ended             ended      Year ended
                                            31 December        31 December      31 December       31 December         30 June
                                                   2021               2021             2020              2020            2021
 Net asset value per share       GBP              1.376              1.376            1.067             1.067           1.453
 (“NAV”) **
 Profit / (loss) for the quarter GBP          9 801 045          9 515 883       (1 109 237)       (2 003 977)     25 897 867
 / year
 Earnings / (loss) per share     pence            13.51              13.13            (1.53)            (2.77)          35.80
 Headline earnings / (loss) per pence             13.51              13.13            (1.53)            (2.77)          35.80
 share
 ** The NAV per share as at 31 December 2021 was GBP 1.376 (30 June 2021: GBP 1.453), post payment of the dividend of
 GBP 0.207 per share in November 2021

Universal Partners has a primary listing on the Official Market of the Stock Exchange of Mauritius Ltd ("SEM") and a secondary
listing on the Alternative Exchange of the JSE Limited ("JSE").

The principal activity of the Company is to hold investments in high quality, growth businesses across Europe, with a focus on the
United Kingdom ("UK"). The Company's investment mandate also allows up to 20% of total funds at the time an investment is
made to be invested outside the UK and Europe.

The Company's primary objective is to achieve strong capital appreciation in Pounds Sterling ("GBP") over the medium to long-
term by investing in businesses that meet the investment criteria set out in the Company's investment policy.

As is the ordinary course of business, the Company continually assesses various opportunities for new acquisitions as well as
disposals of assets in its portfolio. `

Since its listing on the SEM and the JSE, the Company has worked closely with its investment advisor, Argo Investment Managers
("Argo"), to identify potential investments that meet its investment criteria.

In August 2021, the Company completed its maiden exit when it disposed of its shares in Yasa Limited to Mercedes Benz AG for a
total consideration of GBP 42.8 million. Proceeds of GBP 36.4 million have been received and the remainder will be received over
a period of 65 months. The proceeds received were used to settle existing debt facilities from RMB (Mauritius) Limited ("RMB")
and GBP 15 million was distributed to UPL shareholders as a cash distribution in November 2021. The remaining cash, together
with GBP 8 million from a new GBP 10 million term loan facility raised from RMB, was used to purchase additional shares to the
value of GBP 10 million in JSA Services Limited ("JSA").

An update on investments held at the reporting date is presented below.

Dentex Healthcare Group Limited ("Dentex")
www.dentexhealth.co.uk

Dentex is a dental consolidation group focusing on acquiring dental practices in the UK. Dentex completed the acquisition of its
110th practice in January 2022, a significant milestone for the business considering that the group owned 3 dental practices when
Universal Partners first invested in the business in 2017. Around 85% of the practices operate in the Private market, and the
balance serve the NHS market. Dentex is the second largest private market focused dental corporate in the UK and is currently
the only dental corporate that partners with dentists by offering them equity in the holding company.

Dentex continues to trade ahead of budget in respect of the current financial year, which ends on 31 March 2022. Demand for
private dentistry remains high and we expect the strong trading to continue for the balance of the financial year. Dentex benefits
from a well invested central partner support function and has successfully acquired and integrated 40 practices since November
2020. Dentex has a further 12 practices under signed heads of terms that are currently in due diligence and has a significant
pipeline of acquisition opportunities that it is evaluating.

The price at which Dentex issues shares to Dentists as part-payment for the purchase of their practices increased from GBP 1.70
to GBP 2.10 per share with effect from November 2021. Accordingly, UPL has increased the valuation of Dentex to GBP 2.10 per
share, which has increased the overall value of the UPL holding in Dentex by GBP 9.9 million during the quarter, from GBP 42.2
million to GBP 52.1 million.

JSA Services Limited ("JSA")
www.jsagroup.co.uk

During the quarter, UPL acquired shares from the remaining shareholders in JSA for a total consideration of GBP 10 million,
increasing its shareholding to 56%. Since UPL first invested in JSA in May 2018, the business has substantially increased its
customer base and profitability while at the same time expanding its offering through a combination of organic and acquisitive
growth. UPL's initial investment in JSA has been revalued during the quarter to the transaction price at which the additional shares
were acquired. This has resulted in an increase in the value at which this investment is held of GBP 2.3 million.

The last quarter saw continued growth in the number of contractors paid and the level of back-office services provided to
employment agencies. As expected, this growth was partially offset by a decline in the number of PSC customers due to the
ongoing effects of IR35 legislative changes. JSA met its performance and profitability targets for the quarter, the first of its new
financial year.

The acquisition of Eden Outsource was completed in mid-December. This acquisition will add a substantial customer base of
employment agencies and end-hirers who purchase back-office services from JSA. Towards the end of January, JSA completed the
acquisition of 6Cats International, the acknowledged sector leader in cross border contractor payment services in the UK. JSA is
now able to act as the Employer of Record in eight European countries and can pay contractors in a further 70 countries via its
international partnership arrangements.

Further important initiatives that were undertaken during the quarter were the broadening of the management team and the
successful launch of a re-branding campaign that will see JSA trade under the name "Workwell" in future. The re-branding will
consolidate a number of different brands that the group currently trades under.

SC Lowy Partners ("SC Lowy")
www.sclowy.com

SC Lowy Partners is a specialist financial group covering high yield and distressed debt market-making and investment
management, along with its Italian and Korean banking subsidiaries.

The SC Lowy Primary Investments Fund delivered returns in excess of 12% for the year ended 31 December 2021, net of
management and performance fees. Performance in Q4 of 2021 was adversely impacted by volatility in Chinese debt securities.
However, management remains confident that these positions will show good returns in future. SC Lowy continued to deploy
money in the Strategic Investments (Asia) Fund.

Performance fees, trading income and net profit exceeded budget for the 2021 calendar year and showed substantial growth on
the results achieved during the prior year.

SC Lowy management continues to see excellent opportunities arising from the normalisation of financial markets, as evidenced
by increases in global base interest rates.

Xcede Group (Formerly Techstream Group) ("Xcede")
www.xcede.com

During the quarter under review, TechStream Group was rebranded as Xcede Group. Xcede is a global recruitment specialist
operating across the UK, Europe, North America, Africa and Asia. It specialises in the data, technology, cyber, digital, embedded
software and energy sectors and assists clients with the placement of both permanent and contractor candidates.

The business delivered another strong quarter of trading and finished its financial year ended 31 December 2021 ahead of budget.
Under the leadership of a new management team, 2021 was a year of transformational change for the business as significant
progress was made with the integration of its global operations. Demand for specialist recruitment services in Xcede's core
geographies and sectors remains high and management has budgeted for a further increase in profitability during 2022.

Propelair
www.propelair.com

Propelair ended the quarter behind plan, primarily due to further COVID related disruptions in the UK and South Africa that
delayed installations of new units. Good progress was made in new markets in the Gulf Co-operation Council region. Propelair has
had a better than expected start to the 2022 year, with forecast shipments exceeding budget by a small margin.

FINANCIAL REVIEW

Interest income of GBP 84,780 for the quarter was mainly comprised of interest earned from providing a loan to Xcede.

Dividend income of GBP 155,782 relates to an accrual raised on the preferred shares subscribed for by Universal Partners in Xcede.

The Board is of the opinion that, at the end of the quarter under review, the valuation of Xcede should remain unchanged.

The Company's investment in SC Lowy is reflected at its original cost and is denominated in US Dollars ("USD"). During the quarter,
the translation effect of exchange rate movements between the USD and the GBP resulted in a foreign exchange loss of GBP 6,300.

Management fees paid during the quarter amounted to GBP 462,888 incurred in terms of the investment management agreement
between the Company and Argo. General and administrative expenses amounting to GBP 106,082 were incurred. The accrual for
performance fees is calculated on the revaluation of the Company's investments. These fees, which are recalculated quarterly,
only become payable to Argo if the Company realises the expected profit on disposal of the investments. No performance fees
are payable to Argo until a successful exit of an investment has been achieved. These fees are paid as and when each investment
is exited. During the quarter under review, an additional performance fee accrual of GBP 1,876,163 was raised due to the increased
valuations of JSA and Dentex.

The Company incurred interest of GBP 48,704 during the quarter on the new RMB term loan facility.

In accordance with the investment management agreement between the Company and Argo, as part payment of the performance
fee due to Argo, shares to the value of GBP 634,696 were issued to Argo at the Net Asset Value per share prevailing at the
conclusion of the sale of Yasa Limited.

Short-form announcement

This short-form announcement is the responsibility of the directors and is only a summary of the information in the full
announcement and accordingly does not contain full or complete details. The full announcement was published on SENS on
9 February 2022, and can be found on the Company's website www.universalpartners.mu and can be accessed using the following
JSE link https://senspdf.jse.co.za/documents/2022/jse/isse/UPLE/HY22Result.pdf.

Any investment decisions by shareholders and/or investors should be based on the full announcement released on SENS and
published on the Company's website.

Copies of this report are available to the public, free of charge, at the registered office of the Company, c/o Intercontinental Trust
Limited, Level 3 Alexander House, 35 Cybercity, Ebene 72201, Mauritius.

Copies of the statement of direct or indirect interest of the Senior Officers of the Company pursuant to rule 8(2)(m) of the
Securities (Disclosure of Obligations of Reporting Issuers) Rules 2007 are available to the public upon request to the Company
Secretary at the Registered Office of the Company at c/o Intercontinental Trust Limited, Level 3 Alexander House, 35 Cybercity,
Ebene 72201, Mauritius. The Board of Universal Partners accepts full responsibility for the accuracy of the information in this
communique.

A cash distribution of GBP 15 million (GBP 0.207 per share) in relation to the financial year ended 30 June 2021 was paid to
shareholders on 29 November 2021.

In line with the Company's investment strategy to achieve long-term growth in NAV, dividends are not declared on a regular basis.
Accordingly, no dividend has been declared for the period under review.

The Board of Universal Partners accepts full responsibility for the accuracy of the information contained in this announcement.

By order of the Board
Mauritius – 9 February 2022

Company Secretary
Intercontinental Trust Limited


For further information please contact:

                                             SEM authorised representative                        
           JSE sponsor                                and sponsor                                 Company Secretary
          Java Capital                             Perigeum Capital                          Intercontinental Trust Ltd
      Tel: +27 11 722 3050                        Tel: +230 402 0890                             Tel: +230 403 0800

Date: 09-02-2022 12:00:00
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