2.7Private Equity and Venture CapitalProfessor Colin Mason, Hunter Centre for Entrepreneurship, University of Strathclyde, GlasgowIntroductionPrivate equity can be defined as the equity financing of unquoted com-panies at various stages in the life cycle of a company, from start-up to expansion, as well as management buyouts (MBOs) and buy-ins (MBIs) of parts of established companies or even entire companies. The key features of private equity are as follows:●investments in unquoted companies;●providing equity capital;●medium- to long-term investment horizon;●targeted at companies with growth potential;●returns mostly realized through a trade sale or flotation on the pub-lic market;●generally a hands-on investment style, with investors seeking to addvalue to their investee companies.In the past, the term ‘venture capital’ was used to describe this form of investing. However, the term venture capital is now confined to the seed to expansion stages of investment, while ‘private equity’ is used for investments in established companies that are undergoing various forms of restructuring, notably the MBO or MBI of divisions or sub-sidiaries of larger companies, businesses in receivership, family busi-nesses with succession problems, and privatizations.1Increasingly, private equity firms are now often involved in leading such investment opportunities rather than waiting to be approached by management teams (institutional buyouts). Private equity firms are also funding public to private deals, which involve buying out the shareholders of smaller, publicly listed companies where a public listing is no longer useful, to take them into private ownership for subsequent re-sale.Venture capitalists and private equity investors, therefore, have very different skill sets. Venture capitalists invest in young businesses with the potential to become significant companies in their markets.The skills of venture capitalists are, therefore, in opportunity evalua-tion, the assessment of management teams and the provision of ‘hands on’ support to their investee companies. Private equity investors, on the other hand, are investing in established companies in situations where there is the potential to achieve growth and unlock value. Their skill sets are financial engineering and deal crafting. However, in both cases the objective is to achieve returns through capital gains.Given this focus on investing in companies with growth potential, it is not surprising to find that venture capital and private equity (VC/PE)-backed companies make a significant contribution to the economy.Research published by the British Venture Capital Association 2reveals the performance of VC/PE-backed companies in the five years to 2003/04:●Their sales rose 23 per cent per annum, more than twice the rate of FTSE100 companies.●Their exports rose by 20 per cent per annum compared with a national growth of 3.3 per cent per annum.●Their investment rose five per cent per annum compared with a national increase of 1.9 per cent.●Their employment increased by an average of 19 per cent per annum (82 per cent of which was organic rather than due to acquisition),just over five times that of FTSE100 companies and three times that of FTSE mid-250 companies.Private equity-backed companies in the UK employ 2.7 million people – 18 per cent of the private sector workforce. In view of this, it is not surprising that government is supportive of the industry, with the Chancellor of the Exchequer recently noting that ‘a flourishing British venture capital and private equity industry is vital to growth’.Principal Investment Sectors92Private Equity and Venture Capital93 StructureThe UK’s VC/PE industry is both the longest established and the largest outside of the United States. The industry was established with the creation of the British Venture Capital Association (BVCA) in 1983, with 34 founding members. However, some venture capital firms existed before the creation of the BVCA, notably Charterhouse Indus-trial Development Company, which was formed in the 1930s, and ICFC, the precursor of today’s 3i plc, which was created in 1945. Cur-rently, there are over 170 full members of the BVCA.There are two main types of VC/PE firm. The larger category is independent firms that are structured as limited partnerships and raise their funds from the financial institutions and other investors (for example, companies, wealthy families, government). The other main category is ‘captives’, which are the in-house private equity sub-sidiaries of financial institutions (for example, banks).However, private individuals can invest in private equity through any of the 18 publicly quoted ‘Venture and Development Capital Investment Trusts’ and also through Venture Capital Trusts (VCTs) (discussed later) that are quoted on the London Stock Exchange. Many of the larger fund managers are hybrids, operating both captive and limited partnership funds (and sometimes quoted Venture and Devel-opment Capital Investment Trusts and VCTs as well).Private equity firms are characterized by a great range in size in terms of their funds under management, from under £1 million to over £5 billion. The smaller funds tend to focus on venture capital and have an investment focus that is restricted to a specific geographical area, whereas the larger funds focus on MBOs/MBIs and related invest-ments and operate on a pan-European basis. Over time, private equity has come to dominate in terms of the volume of funds invested. SizeIn terms of its size, The PricewaterhouseCoopers/3i Global Private Equity2004 report identifies the UK as being the second largest mar-ket for VC/PE in the world in 2003 (see Table 2.7.1), based on both investment value (US$15.86 billion) and funds raised (US$17.56 bil-lion). This report also identifies the UK as being the second largest private equity market in terms of high-tech investment (US$4.8 bil-lion), expansion investment (US$2.3 billion) and buy-out investment (US$11.1 billion) (see Table 2.7.2). To further emphasize the relative size of the UK’s private equity market, it accounted for 28.1 per centof private equity invested in Western Europe in 2003 and 56 per cent of the amount raised.3Table 2.7.1 The 20 largest countries for private equity based on investments and funds raised in 2003Country ranking for investment Investment value (US$ billion)Funds raised (US$ billion)1US 59.2043.982UK 15.8617.563Japan 7.19 1.364France 4.98 2.395Italy 3.56 2.276Australia 2.930.207Germany 2.91 1.408Korea 2.840.279China 1.670.3410Spain 1.57 1.0311Netherlands 1.28 2.4012Sweden 1.19 2.5213Canada 1.00 1.3514India 0.86 1.1115South Africa 0.82 1.1116Israel 0.77-17Indonesia 0.65-18Singapore 0.540.1019Finland 0.520.1820Denmark0.480.25Source: PricewaterhouseCoopers: Global Private Equity 2004Principal Investment Sectors94Table 2.7.2 High-tech, expansion and buyout investment in 2003High-tech investment (US$ billion)Expansion investment(US$ billion)Buy-out investment(US$ billion)1US19.61USA9.91USA41.0 2UK 4.82UK 2.32UK11.1 3Japan 2.53France 1.23Japan 3.5 4France 1.84Japan 1.04France 2.9 5Italy 1.55Spain 1.05Italy 2.6 6Korea 1.16Italy0.76Germany 2.1 7China 1.17Germany0.57Korea 1.9 8Sweden0.88Netherlands0.58Australia 1.4 9Germany0.89Canada0.49Netherlands0.7 10Australia0.510Australia0.410Sweden0.7 Source: PricewaterhouseCoopers: Global Private Equity 2004Furthermore, the UK accounted for 42.1 per cent of Western Europe’s technology investments by value and 41.7 per cent of its buy-out invest-ments by value in 2003.4 Private equity investments in the UK in 2002 were equivalent to 0.62 per cent of its GDP, compared with just 0.29 per cent for Western Europe as a whole, and much higher than for France (0.39 per cent), the Netherlands (0.39 per cent), Italy (0.21 per cent) and Germany (0.12 per cent).5Investment trendsThe UK VC/PE industry, like its counterparts in other parts of the world, expanded at a massive rate during the 1990s. Institutional investors were attracted by the high returns that VC/PE funds were generating from the mid-1990s, while demand for VC/PE was fuelled by the growing numbers of technology companies and financial pres-sures on the corporate sector that created opportunities for MBOs and MBIs. Indeed, since the mid-1990s the bigger funds have begun to take an active, rather than passive, role in seeking investment opportuni-ties by pioneering institutional buy-outs (in which they lead the trans-action rather than backing a management team), and public to private deals, taking publicly listed companies private. Secondary buy-out funds6 have also emerged. Table 2.7.3 demonstrates that, although accounting for only a small proportion of investments, because of theirPrivate Equity and Venture Capital95huge size, these types of investment account for a disproportionate share of the amount invested.Table 2.7.3 MBO and MBI investments above £100 million in 2004Buy-out name Value (£m)Buy-out source Saga Group1350Secondary buy-out Chelsfield Group (Duelguide)896Public-private New Look (Trinitybrook)699Public-private DFS Furniture 507Public-private Swift Advances 314Founder Regent Medical173SSL International Southern Cross Healthcare 162Secondary buy-out Jarvis Hotels (Kayterm)159Public-private Survitec Group/SGL Holdings 146Secondary buy-out Amalgamated Metal Corp 139TUI AG (Germany)Morris Homes/Morris Group 127Secondary buy-out Swarfega/Deb Group/Dualwise 120Secondary buy-out Hillary’s Blinds/Hillary’s Group 115Secondary buy-out Delaware International 112Lincoln National Corp Hobbs111Secondary buy-out Cabot Financial 107Secondary buy-out Burndene Investments 102Public-private Red Funnel Group 102Secondary buy-out Iris Software102Secondary buy-outSource: Centre for Management Buyout Research, Nottingham Business SchoolThe amounts raised by independent VC/PE funds, shown in Table 2.7.4, rose enormously during the 1990s, up from £749 million in 1995 to a peak of £13.6 billion in 2001, before falling back in subse-quent years. Pension funds have been the biggest single source of investment in VC/PE funds, followed by banks and insurance compa-nies. However, the main feature has been the increasing inflow of funds from overseas – especially US investors. From accounting for under half of the funds raised by independent VC/PE funds in the UK in the mid-1990s, the overseas investors’ share rose to around 70 per cent by 2001 and has remained close to this proportion in subsequent years.Principal Investment Sectors96The fall in equity markets, which has reduced the commitment by pension funds, in particular, to equity-based investments, created dif-ficult fundraising conditions for VC/PE firms in the immediate after-math of the technology downturn. However, fund managers report that the climate for fundraising has improved since the start of 2004.7 Table 2.7.4 Investors in UK independent private equity firms1995199619971998199920002001200220032004Amount raised (£m)UK pensionfunds1707346225534378171,64079681359Overseaspensionfunds1915191,3971,8751,6102,7593,8531,0432,080512UKinsurancecompanies1312211,16015253345745173920874Overseasinsurancecompanies121045051933839311,022*********UKcorporateinvestors3229376831382991952363072Overseascorporateinvestors1851428432447414100410138119UK banks7682383833503326611,051473108 Overseasbanks421534676407865751,376495676373UK funds-of-funds*n/a n/a n/a n/a587994742821,05498Overseasfunds-of-funds*n/a n/a n/a n/a3524271,705778925497UKgovernmentagencies*n/a n/a n/a n/a n/a6131284795Overseas government agencies n/a n/a n/a n/a n/a2415618271,16375Private Equity and Venture Capital971995199619971998199920002001200220032004Amount raised (£m)UKacademic institutions 45610529138655325Overseas academic institutions 63822344341224739410318096UK private individuals 436816415717536321410867220Overseas private individuals 41081421521002114291197578UK other sources 25207228182561251739011779Overseas other sources 745525329237179287113330291UK total 4121,3832,7981,5151,7763,2113,9073,4852,8091,110Overseas total 3371,0623,6984,0554,0375,7849,7274,3426,0802,189Grand total7492,4456,4965,5705,8138,99513,6347,8278,8893,299Note: * Earlier years were included as part of ‘Other Sources’.Sources: BVCA Report on Investment Activity 2002, Appendix 6O and BVCA Report on Investment Activity 2004, Summary, Table 18.The scale of investment activity by UK VC/PE funds has reflected this massive increase in fundraising and is exhibited in Table 2.7.5. Total funds invested (including non-UK ) rose from £1.4 billion in 1992 to £4.9 billion in 1998, and then – driven by rising valuations – almost doubled to a peak of £8.3 billion in 2000, before falling back to £5.5 billion in 2002 in the aftermath of the stock market crash. The industry has recovered since then, reaching a new peak of £9.7 billion in 2004. Paralleling the rise in investment activity during the 1990s,has been the increasing share of funds that have been invested outside the UK, rising from around 14 per cent in the early 1990s to 45 per cent in 2004. Investment in the UK has followed the same trend as for over-all investment, rising from £1.3 million in 1992 to peak at £6.4 million in 2000, and falling back to £4.1 million in 2003 as both valuations and investment activity dropped. The rise in both the number of invest-ments and in the amounts invested in the UK in 2004 suggests that the industry is now at the start of a new cycle of investment activity.Principal Investment Sectors98Table 2.7.5 Investment trends 1992–2004Year No of companiesfinanced in theUK Amountinvested in theUK (£m)Amountinvestedoverseas (£m)Total amountinvested (£m)19921,1471,2511831,43419931,0661,2311911,42219941,1011,6684062,07419951,0302,1403952,53519961,0602,8064333,23919971,1163,0661,1184,18419981,1223,7751,1444,91919991,1096,1691,6787,84720001,1826,3711,8858,25620011,3074,7521,4126,16420021,1964,4809865,46620031,2744,0742,2836,35720041,3015,3364,3439,679Sources: BVCA Report on Investment Activity 2002, Appendix 6A 6O and BVCA Report onInvestment Activity 2004, Summary, Tables 2 and 3.Stage of investmentThe dichotomous nature of the VC/PE industry is evident from recent investment trends. Table 2.7.6 shows that early-stage investments account for around one-third of all investments but only around five per cent of the amount invested. In contrast, MBOs/MBIs and related types of investment have represented 15–20 per cent of investments in recent years but because many of these investments are large, they accounted for over 70 per cent of the total amount invested. Indeed, as Table 2.7.7 demonstrates, large MBOs (over £50 million) accounted for just seven per cent of all MBOs in 2003 but 44 per cent of the amount invested in MBOs and almost one-third of the total amount invested.However, early stage investments increased in significance in the late 1990s, rising from 16 per cent of investments in 1995 to around one-third since 2000. In terms of value, early stage investments have risen from under five per cent in 1995 to peak at 11 per cent in 2000, but have fallen back since then to five per cent in 2004. At the same time, MBO/MBI investments became slightly less dominant for a whilePrivate Equity and Venture Capital99but have increased in dominance again since 2002. Their share of investment activity accounted for 20 per cent of the total in 2004, while in terms of value they accounted for 77 per cent. Although the relatively small number of big MBO investments dominate in terms of the amount invested, the ‘typical’ VC/PE-backed company is an SME (a business with less than 250 employees) that raises less than £5 million (89 per cent; 67 per cent less than £1 million).8Table 2.7.6 UK investment by stage(a) Amount invested (£m)Early stageExpansion MBO/MBI Total 1992823628071,2511993693937691,2311994764801,1121,6681995854951,5602,140199613159220832,80619971599072,0003,06619982888222,6653,77519993471,1564,6666,16920007032,1223,5466,37120013901,6362,7264,75220022951,3742,8114,48020032638672,9444,07420042849544,0985,336(b) Number of UK companiesEarly stageExpansion MBO/MBI Total 19951675283351,03019961845203561,06019972195483491,11619982415613201,12219992605393101,10920004095482251,18220014086532461,307Principal Investment Sectors10020023986191791,196 20034276452021,274 20044545802671,301Note: Before 1995, data were calculated on the basis on number of ‘financings’. This is not comparable because companies can have more than one financing in a year.Sources: BVCA Report on Investment Activity 2002, Appendix 6Ci and Cii 6O and BVCA Report on Investment Activity 2004, Summary, Table 4Table 2.7.7 MBO investments in 2003 by sizeSize of investment Number Amount investedNo%£m%Under £2m5436803£2m–£10m45302409£10m–£50m362484632Over £50m15101,49356Total1501002,659100 Source: BVCA Report on Investment Activity 2003, Table 5a Sectoral investment patternsInvestments occur across virtually all sectors of the economy. However, the sectors containing the most VC/PE-backed companies in 2004 were software and computer services, pharmaceuticals and biotechnology and support services. The most significant sectors in terms of the amount invested – reflecting the sectoral composiiton of MBOs – are retail, support services and financial services. Technology sectors have withstood the worst of the post-2000 downturn in VC/PE investing. Although the number of technology investments fell 15 per cent between 2000 and 2004, even in 2004, they still accounted for half of all investments (Table 2.7.8). Virtually all of these investments were either early-stage (54 per cent) or expansion-financing (42 per cent). However, the amount invested in technology sectors dropped by over half over the same period, although the effect of this drop is simply to bring technology investing back to the level of the 1990s before the boom.9 Computer software was the technology category that attracted most investments.Table 2.7.8 Trends in technology investments 2000–0420002001200220032004 No of companies772690641701657 % of all UK companies6553545550 Amount invested (£m)1,6151,658546817678 % of amount invested in all UK companies2535122013 Source: BVCA Report on Investment Activity 2004, Table 8Geographical characteristicsVC/PE displays distinctive geographical characteristics. The majority of private equity firms are based in London and investment activity has tended to favour London and the South East. During the 1990s, however, there was significant growth in investment activity in some of the English regions – notably the East and West Midlands and the North West – although London and the South East continued to attract a disproportionate share of investments. The growth of VC/PE outside of the South East is clearly linked to the emergence of small clusters of VC/PE firms in such cities as Birmingham and Manchester.However, the growth of private equity investments in the regions has been largely driven by MBO and MBI investments: early stage invest-ing has continued to be disproportionately concentrated in London and the South East (38 per cent of investments and 49 per cent of the amount invested in 2003). The investment downturn since 2000 has had less of an impact on London, the South East and the East of England.10Investment performanceThe latest BVCA Performance Measurement Survey (conducted in con-junction with PricewaterhouseCoopers and Capital Dynamics) notes that UK independent private equity funds have outperformed the Total UK Pensions Assets over three, five and 10 years.11 Looking at returns from fund inception, the best performers, for which data are given in Table 2.7.9, have been the large MBO funds and non-technology funds, whereas early stage funds and technology funds have performed poorly. This differential investment performance clearly helps to explain the dominance of private equity funds over venture capital funds.Table 2.7.9 Overall performance of independent UK private equity firms by investment stage: returns since inceptionNo. of funds To Dec2004To Dec2003To Dec2002To Dec2001To Dec2000To Dec1999To Dec1998Earlystage31-2.9 4.711.514.115.09.88.3Develop-ment458.29.810.19.710.012.29.1MidMBO5011.39.711.014.216.316.716.5LargeMBO4016.016.416.818.818.717.119.2Gener-alist4513.213.815.416.216.416.813.5 Total21113.013.614.616.216.415.914.9 UK17513.614.114.515.416.216.515.5 Non-UK3611.812.615.118.717.512.49.8 Tech-nology490.97.410.712.112.89.58.4Non-tech-nology16214.214.515.317.017.316.515.6 Source: PricewaterhouseCoopers/BVCA (2002) Performance Measurement Survey 2004 Government support for the early-stage venture capital marketThe UK is well served for larger private equity deals. However, there has been periodic concern that there is a lack of early-stage funding available, especially for technology-based firms, and for amounts of under £250,000. Over the years, these concerns have prompted gov-ernment intervention. The present government has been particularly active in establishing various funding initiatives to ensure the supply of early-stage finance.12University Challenge FundsFirst, it has established University Challenge Funds (UCFs). They are seed funds that help the commercialization of university research and were established in response to a perceived funding gap for bringing university research discoveries to a point where their commercial use-fulness can be demonstrated to a sufficient extent that successful approaches can be made to investors for finance or to companies to take out a licence. They were funded by two charities (The Wellcome Trust, which contributed £18 million, and the Gatsby Charitable Foundation, which contributed £2 million) and the government (£25 million). In June 1998, universities were invited to bid on their own or in consortia for a share of the money. Each recipient had to match 25 per cent of the amount awarded from its own resources. A total of 15 seed funds were established (involving 31 universities and six institutes). In 2000, the government contributed a further £15 million, which was awarded to five funds involving 38 institutions. The funds are all professionally managed. UCFs have invested £36 million in 186 university spin-outs over the past three years, which has led to the development of 102 patents and 15 licences.13 However, because of the investment down-turn a number of the fund managers have reported difficulties in attracting follow-on funding for the investments that they have already made.Regional Venture Capital FundsSecond, the government has established Regional Venture Capital Funds in each of the nine English regions, to focus on sub-£500,000 investments. They are profiled in Table 2.7.10. The devolved nations of Scotland, Wales and Northern Ireland have their own separate pub-licly supported institutional arrangements for early-stage venture cap-ital. The funds have commercial objectives and are professionally managed. Their aims are threefold:●to increase the amount of equity-based finance for growing SMEs;●to ensure all regions have access to viable regionally-based venturecapital funds;●to demonstrate to potential investors that commercial returns canbe made by funds that invest in the SME ‘equity gap’.Table 2.7.10 The Regional Venture Capital FundsRegion Fund manager Size offund (£m)No of investments Total invested(£m) at May2003North West North WestFund Manager35.57 1.834North East NorthernEnterprise Ltd1512 1.775Yorkshire and the Humber YorkshireEnterprise2510.250East of England Create PartnersLtd20––West Midlands Midven Ltd2030.450East Midlands CatapultVentureManagers Ltd3011 1.433South West South WestVentures2510.250South East South EastGrowth Fund3012 2.900London London FundManagers5010.250Source: PricewaterhouseCoopers (2003) Early Evaluation of the Regional Venture Capital Funds: Report to the Small Business ServiceThe funds have raised a total of £250 million, ranging from £15 million to £50 million. In each fund approximately 50 per cent of the finance has been contributed by the European Investment Bank (EIB) and the UK government, with the remainder raised by the fund managers from private sources (mainly banks and local authority pension funds). To help the fund managers attract private capital, the government has subordinated its investment position by putting a ‘cap’ on its invest-ment return, thereby boosting the anticipated returns to the private sector and the EIB, and agreed to act as ‘first loss’. In other words, in the event of the erosion of the fund’s capital base the government’s investment will suffer the first loss. The funds, which have to be the first external investor in a business, are limited to a maximum invest-ment of £250,000, with up to a further £250,000 in a follow-up invest-ment. If the investment is syndicated, the total deal size cannot exceed £250,000. Eight of the nine funds were established during the 2002/03 financial year. By May 2003, these funds had made 48 investments intotal, averaging £195,000, which suggests that the majority of invest-ments have been close to the £250,000 limit.14The Early Growth programme and the UK High Technology FundTwo further initiatives complement the Regional Venture Capital Funds. The Early Growth programme provides smaller amounts of risk capital (average of £50,000) for start-ups and early-stage businesses.The initiatives funded under this programme have mainly been in the form of co-investment schemes. The UK High Technology Fund, a fund-of-funds, supports early-stage high technology businesses by investing in technology-oriented funds. Using £20 million of government fund-ing, it has leveraged £100 million of private sector money. To date, it has committed £123 million to nine specialist venture capital funds, which have made over 110 investments throughout the UK.15 Venture Capital TrustsThird, the government has continued with Venture Capital Trusts (VCTs), which were established in 1995 by the previous Conservative government. The aim is to help individuals invest in small higher-risk trading companies whose shares are not listed on a recognized stock market. VCTs, which are listed on the London Stock Exchange, are similar to investment trusts. They are run by fund managers. Investors subscribe for shares in VCTs, which use the money that is raised to invest in unquoted companies and companies listed on the Alternative Investment Market (AIM) and over-the-counter markets, providing them with the finance to start up and grow. There are four types of VCTs: (i) generalist funds, which invest in a number of industry sec-tors, mainly in unquoted companies; (ii) specialist funds, which invest in specific sectors; (iii) technology funds, investing mainly in unquoted technology companies; and (iv) AIM funds, which invest mainly in AIM stocks.UK-based companies (with certain restrictions) can raise up to £1 million a year from VCTs. Investors gain both income tax and cap-ital gains tax relief. This comprises 20 per cent (the basic rate) relief on amounts invested in new VCT shares up to a maximum of £200,000 per year. However, the average investment is £25,000. Shares must be retained for a minimum of three years. Investors also receive relief on any dividends paid by VCTs. Capital gains can also be deferred if re-invested in VCTs. However, capital gains arising on the disposal of VCT shares are no longer free of tax, following changes made in the 2003 Finance Act.。