Interim / Quarterly Report • Sep 1, 2015
Interim / Quarterly Report
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The quantitative data contained in this report derive from the Company's customary accounting process. The report was prepared by the Management Company, presented to the Supervisory Board on 31 August 2015 and reviewed by the Statutory Auditors.
Net asset value per share1 stood at €16.95 as of 30 June 2015, after payment of a dividend of €0.50 per share, vs. €16.04 as of 31 December 2014, representing an increase of 5.7% (8.8% including the dividend) and an increase of 5.4% from 31 March 2015 (€16.08).
Just over half of the NAV increase came as a result of the average EBITDA growth of the portfolio companies over the first half, with 5.7% in the French portfolio and 6.9% in the portfolio held by Apax VIII LP2 . The remainder of the NAV increase was due to an increase in the weighted average valuation multiple from 9.46x to 10.03x LTM EBITDA. The increase in this multiple was principally generated by Amplitude Surgical's IPO value. On the UK portfolio, this multiple declined from 11.9x to 11.5x.
The Company finalised two investments to which it had committed €6.6m last year:
French partnership limited by shares (société en commandite par actions) with share capital of €219,259,626 – Paris Companies Register no. B390 658 878
1 Ordinary shareholders' portion of NAV, net of tax payable 2 Apax LLP's LTM EBITDA
Furthermore, Altamir has committed to investing €50m via the Apax France VIII B fund to acquire a company whose name cannot be divulged at this time.
o Various adjustments to amounts invested, totalling €-0.6m.
Amounts received from net divestments totalled €24.1m (€42.3m in H1 2014), including income and other related revenue, and was composed of the following items:
As of 30 June 2015, the Altamir portfolio was made up of 29 holdings. The top 10 holdings accounted for 80% of the portfolio at fair value, vs. 82% as of end-December 2014.
| Portfolio | Acquisition cost | Fair value | % of the portfolio at fair value |
|---|---|---|---|
| (in € m) | (in € m) | ||
| Infopro | 31.8 | 93.5 | 19.4% |
| Altran | 50.1 | 91.5 | 19.0% |
| INSEEC | 32.3 | 50.8 | 10.6% |
| GFI | 48.5 | 46.0 | 9.6% |
| Albioma | 50.0 | 39.3 | 8.2% |
| Thom Europe | 29.7 | 38.4 | 8.0% |
| Snacks Développement | 31.8 | 33.2 | 6.9% |
| Amplitude | 14.9 | 32.4 | 6.7% |
| Texa | 20.4 | 28.4 | 5.9% |
| SK FireSafety Group | 27.5 | 27.5 | 5.7% |
| Total 10 companies | 445.9 | 481.2 | 79.5% |
As of 30 June 2015, the value of Altamir's portfolio was €605m. It included 60% unlisted holdings and 40% listed holdings.
The EBITDA3of the portfolio companies increased by an average of 5.7% during the first half of 2015.
3 Excluding companies held via the Apax VIII LP fund
All the companies performed well, except for Answers, whose results were below expectations. LTM EBITDA increased on average by 6.9%, while the overall value of the portfolio at constant scope increased by 24.6%, or €5.4m, during H1 2015.
As of 30 June 2015, Altamir had net cash of €33.4m (compared to €70.1m as of 31 December 2014).
For the period from 1 August 2015 to 31 January 2016, the Management Company has decided to maintain Altamir's share of any new investment made by the Apax France VIII-B fund at the upper limit of its commitment (€280m), i.e. 40% of any new commitment undertaken by the fund.
In May 2015, before the dividend was paid on Class B shares, the Company repurchased 11,173 Class B shares at their par value (€10) from their current holders, but not in proportion to their holdings. These 11,173 Class B shares held by Altamir carry no rights to the dividends that accrue to Class B shares. Following this transaction, Altamir Gérance only holds 1,032 of the 7,409 remaining Class B shares, reducing the percentage of Class B shares it holds from 24.78% as of 31 December 2014 to 13.93%.
On 25 June, Apax Partners SA, the Apax France VI fund's management company and Altamir's investment advisor, distributed more than 95% of the shares of Albioma directly and indirectly held by the fund to its investors. Following the distribution, Altamir's stake remained unchanged at nearly 12%, held directly and via Financière Hélios.
• In early July, the Company received €9m from the sale of part of its directly-held stake in Capio (before exercise of the overallotment option), which was floated on the Stockholm Nasdaq.
Altamir uses valuation methods based on International Private Equity Valuation (IPEV) guidelines, which in turn comply with IFRS (fair value).
| H1 2015 6 months |
H1 2014 6 months |
FY 2014 12 months |
|---|---|---|
| 62,183 | 68,321 | 80,502 |
| 10,898 | -2,529 | 6,823 |
| 342 | 133 | 134 |
| 73,423 | 65,925 | 87,460 |
| 63,192 | 56,774 | 70,152 |
| 50,532 | 47,095 | 57,400 |
| 51,280 | 48,134 | 59,471 |
| 1.63 | ||
| 1.40 | 1.32 |
Income from portfolio investments in the first half of 2015 reflected:
a. changes in fair value since 31 December of the previous year,
b. capital gains, calculated as the difference between the sale price of the shares divested and their fair value under IFRS as of 31 December of the previous year.
Gross operating income is calculated after operating expenses for the period.
Net operating income is equal to gross operating income less the share of earnings attributable to the general partner and the holders of Class B shares.
Net income attributable to ordinary shareholders includes investment income and related interest and expenses.
| (in thousands of euros) | 30 June 2015 | 31 December 2014 |
|---|---|---|
| Total non-current assets | 624,348 | 555,148 |
| Total current assets | 78,804 | 75,149 |
| Total assets | 703,152 | 630,297 |
| Total shareholders' equity | 618,851 | 585,826 |
| Portion attributable to general partner and Class B shareholders |
25,867 | 28,850 |
| Other non-current liabilities | 14,702 | 10,159 |
| Other current liabilities | 43,731 | 5,462 |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY |
703,152 | 630,297 |
Significant influence is presumed when the Company's equity interest exceeds 20%.
Investments subject to significant influence are not accounted for by the equity method, as permitted under IAS 28, but they constitute related parties. Closing balances and transactions for the period are presented in the notes to the consolidated statements.
As of 30 June 2015, the total number of shares was 36,512,301.
SEB Asset Management, domiciled at PO Box 487, L-2014 Luxembourg, declared that on 29 January 2015 it moved above 5% of the share capital and voting rights of Altamir and held 5.02% of the share capital and voting rights of the Company.
Jackson National Asset Management, acting on behalf of the Red Rocks Listed Private Equity Fund, declared that on 2 April 2015 it moved below 5% of the share capital and voting rights of Altamir and held 4.98% of the share capital and voting rights of the Company.
Moneta Asset Management, domiciled at 17 rue de la Paix, 75002 Paris, France, declared that on 23 April 2015 it moved:
Attendance fees paid to members of the Supervisory Board with respect to 2014 totalled €250,500.
The Management Company has not identified any risks in addition to those indicated in the 2014 Registration Document filed on 9 April 2015 under number D15-0313.
This document is available on the Company's website: www.altamir.fr.
The risk factors are listed in Section IV of the Supplementary Information, starting on page 152.
"I hereby certify that, to the best of my knowledge, the condensed financial statements for the halfyear period just ended have been prepared in accordance with applicable accounting standards and present a true and fair view of the assets, financial position and results of the Company and of its consolidated group of companies and that the accompanying first-half management report presents a true and fair picture of the important events that took place during the first six months of the year, of their impact on the financial statements, and of the principal transactions between related parties, as well as a description of the principal risks and uncertainties for the remaining six months of the year."
Maurice Tchenio
Chairman and CEO of the Management Company
| H1 2015 | 2014 | H1 2014 | ||
|---|---|---|---|---|
| (in euros) | Note | 6 months | 12 months | 6 months |
| Changes in fair value | 6.7 | 62 182 931 | 80 502 375 | 68 321 184 |
| Valuation differences on divestments during the period | 6.19 | 10 897 510 | 6 823 494 | -2 529 003 |
| Other portfolio income | 6.20 | 341 640 | 134 417 | 132 642 |
| Income from portfolio investments | 73 422 081 | 87 460 286 | 65 924 823 | |
| Purchases and other external expenses | 6.21 | -9 403 185 | -17 103 091 | -8 565 942 |
| Taxes, fees and similar payments | 6.22 | -933 070 | -694 157 | -726 164 |
| Other income | 6.23 | 357 125 | 678 703 | 331 267 |
| Other expenses | 6.24 | -250 500 | -190 001 | -190 001 |
| Gross operating income | 63 192 452 | 70 151 740 | 56 773 983 | |
| Provision for amount attributable to Apax France VIII-B/Apax VIII LP Class C unitholders | -4 538 457 | -4 276 069 | 405 861 | |
| Provision for amount attributable to the general partner and Class B shareholders | 6.15 | -8 121 782 | -8 475 497 | -10 084 932 |
| Net operating income | 50 532 213 | 57 400 175 | 47 094 912 | |
| Income from cash investments | 6.25 | 589 687 | 1 084 775 | 503 762 |
| Financial income | 6.26 | 303 525 | 1 150 881 | 552 255 |
| Interest and similar expenses | 6.27 | -145 618 | -165 306 | -17 185 |
| Other financial expenses | 0 | 0 | 0 | |
| Net income attributable to ordinary shareholders | 51 279 806 | 59 470 524 | 48 133 743 | |
| Earnings per share | 6.29 | 1,40 | 1,63 | 1,32 |
| Diluted earnings per share | 6.29 | 1,40 | 1,63 | 1,32 |
During the 30 June 2015 closing, the Company decided to change the presentation of financial income and expense. Financial income and financial expense are no longer netted on the same line.
| (in euros) | Note | H1 2015 | 2014 | H1 2014 |
|---|---|---|---|---|
| Net income for the period | 51 279 806 | 59 470 524 | 48 133 743 | |
| Actuarial gains (losses) on post-employment | ||||
| benefits | ||||
| Taxes on items non-recyclable to profit or loss | ||||
| Items non-recyclable to profit or loss | 0 | 0 | 0 | |
| Gains (losses) on financial assets available for sale | ||||
| Gains (losses) on hedging instruments | ||||
| Currency translation adjustments | ||||
| Taxes on items recyclable to profit or loss | ||||
| Items recyclable to profit or loss | 0 | 0 | 0 | |
| Other comprehensive income | 0 | 0 | 0 | |
| CONSOLIDATED COMPREHENSIVE |
||||
| INCOME | 51 279 806 | 59 470 524 | 48 133 743 | |
| Attributable to: | ||||
| * owners of the parent company | ||||
| * non-controlling shareholders |
| 30 June 2015 (in euros) Note |
31 December 2014 | 30 June 2014 | ||
|---|---|---|---|---|
| NON-CURRENT ASSETS | ||||
| Intangible assets | 0 | 0 | 0 | |
| Investment portfolio | 6.8 | 604 950 252 | 543 522 801 | 510 986 271 |
| Other non-current financial assets | 6.9 | 17 000 470 | 7 724 595 | 7 480 897 |
| Sundry receivables | 6.10 | 2 397 636 | 3 900 599 | 3 900 599 |
| TOTAL NON-CURRENT ASSETS | 624 348 357 | 555 147 995 | 522 367 767 | |
| CURRENT ASSETS | ||||
| Sundry receivables | 6.11 | 9 368 141 | 74 755 | 214 141 |
| Other current financial assets | 6.12 | 23 389 616 | 20 735 955 | 46 949 181 |
| Cash and cash equivalents | 6.13 | 46 045 855 | 54 338 699 | 41 465 554 |
| TOTAL CURRENT ASSETS | 78 803 612 | 75 149 409 | 88 628 876 | |
| TOTAL ASSETS | 703 151 969 | 630 297 404 | 610 996 643 | |
| SHAREHOLDERS' EQUITY Share capital |
6.14 | 219 259 626 | 219 259 626 | 219 259 626 |
| Share premiums | 102 492 980 | 102 492 980 | 102 492 980 | |
| Reserves | 245 818 883 | 204 603 168 | 204 706 905 | |
| Net income for the period | 51 279 806 | 59 470 524 | 48 133 743 | |
| TOTAL SHAREHOLDERS' EQUITY | 618 851 296 | 585 826 298 | 574 593 255 | |
| AMOUNT ATTRIBUTABLE TO GENERAL | ||||
| PARTNER AND CLASS B SHAREHOLDERS | 6.15 | 25 867 023 | 28 850 132 | 30 459 567 |
| Other liabilities | 6.16 | 14 702 300 | 10 158 591 | 5 444 811 |
| Provisions | 0 | 0 | 32 080 | |
| OTHER NON-CURRENT LIABILITIES | 14 702 300 | 10 158 591 | 5 476 891 | |
| Other financial liabilities | 6.17 | 36 004 268 | 4 996 799 | 70 000 |
| Trade payables and related accounts | 724 208 | 465 207 | 393 381 | |
| Other liabilities | 6.18 | 7 002 874 | 375 | 3 545 |
| OTHER CURRENT LIABILITIES | 43 731 351 | 5 462 381 | 466 926 | |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 703 151 969 | 630 297 404 | 610 996 643 |
| (in euros) | Share capital | Share premiums |
Treasury shares |
Reserves | Net income for the period |
TOTAL |
|---|---|---|---|---|---|---|
| Shareholders' equity 31 December 2013 | 219 259 626 | 102 492 980 | -193 779 | 155 305 997 | 65 944 160 | 542 808 984 |
| Net income for the period | 48 133 743 | 48 133 743 | ||||
| Total income and expenses recognised in the period | 0 | 0 | 0 | 0 | 48 133 743 | 48 133 743 |
| Transactions on treasury shares | -107 575 | 32 466 | -75 109 | |||
| Allocation of income | 65 944 160 | -65 944 160 | 0 | |||
| Distribution of dividends to ordinary shareholders, May 2014 | -16 274 362 | -16 274 362 | ||||
| SHAREHOLDERS' EQUITY 30 June 2014 | 219 259 626 | 102 492 980 | -301 356 | 205 008 261 | 48 133 743 | 574 593 255 |
| (in euros) | Share capital | Share premiums |
Treasury shares |
Reserves | Net income for the period |
TOTAL |
|---|---|---|---|---|---|---|
| Shareholders' equity 31 December 2013 | 219 259 626 | 102 492 980 | -193 779 | 155 305 997 | 65 944 160 | 542 808 984 |
| Net income for the period | 59 470 524 | 59 470 524 | ||||
| Total income and expenses recognised in the period | 0 | 0 | 0 | 0 | 59 470 524 | 59 470 524 |
| Transactions on treasury shares | -195 109 | 16 262 | -178 847 | |||
| Allocation of income | 65 944 160 | -65 944 160 | 0 | |||
| Distribution of dividends to ordinary shareholders, May 2014 | -16 274 362 | -16 274 362 | ||||
| SHAREHOLDERS' EQUITY 31 December 2014 | 219 259 626 | 102 492 980 | -388 888 | 204 992 057 | 59 470 524 | 585 826 298 |
| Share capital | Share premiums |
Treasury shares |
Reserves | Net income for the period |
TOTAL |
|---|---|---|---|---|---|
| 585 826 298 | |||||
| 51 279 806 | |||||
| 51 279 806 | |||||
| -11 345 | |||||
| 0 | |||||
| -18 243 464 | |||||
| 219 259 626 | 102 492 980 | -413 061 | 246 231 945 | 51 279 806 | 618 851 296 |
| 219 259 626 0 |
102 492 980 0 |
-388 888 0 -24 173 |
204 992 057 0 12 828 59 470 524 -18 243 464 |
59 470 524 51 279 806 51 279 806 -59 470 524 |
| 30 June 2015 | 31 December 2014 | 30 June 2014 | ||
|---|---|---|---|---|
| (in euros) | Note | 6 months | 12 months | 6 months |
| Investments | -11 488 383 | -51 695 696 | -19 013 669 | |
| Shareholder loans to portfolio companies | -1 422 917 | -4 316 606 | -3 046 029 | |
| Repayment of shareholder loans to portfolio companies | 849 937 | 20 298 101 | 18 977 024 | |
| Total investments | -12 061 364 | -35 714 201 | -3 082 674 | |
| Divestment of equity investments | 23 714 354 | 63 855 832 | 42 227 148 | |
| Interest and other portfolio income received | 1 966 | 1 775 | 0 | |
| Dividends received | 339 674 | 132 642 | 132 642 | |
| Operating expenses | -26 490 062 | -17 915 576 | -9 429 213 | |
| Income received on marketable securities | 589 687 | 1 084 775 | 503 762 | |
| Cash flows from operating activities | -13 905 741 | 11 445 248 | 30 351 666 | |
| Dividends paid to ordinary shareholders | -18 243 464 | -16 274 362 | -16 274 362 | |
| AARC investment | 4 060 261 | 26 820 911 | 0 | |
| Apax France VIII-B capital calls | 5 251 | 31 851 | 0 | |
| Transactions on treasury shares | -111 730 | 0 | 0 | |
| Amount attributable to the general partner and Class B shareholders | -11 104 891 | -7 931 110 | -7 931 110 | |
| Borrowings | 32 420 000 | 2 000 000 | 70 000 | |
| Change in bank overdraft | -2 000 000 | 0 | 0 | |
| Cash flows from financing activities | 5 025 428 | 4 647 290 | -24 135 472 | |
| Net change in cash and cash equivalents | -8 880 313 | 16 092 538 | 6 216 192 | |
| Cash and cash equivalents at opening | 51 341 900 | 35 249 362 | 35 249 362 | |
| Cash and cash equivalents at closing | 6.13 | 42 461 587 | 51 341 900 | 41 465 554 |
Altamir (the "Company") is a French partnership limited by shares governed by Articles L.226.1 to L.226.14 of the French Commercial Code. Its principal activity is the acquisition of equity interests in other companies. The Company opted to become a "société de capital risque" (special tax status for certain private equity and other investment companies) as of financial year 1996.
The Company is domiciled in France. On 1 January 2015, Altamir relocated its registered office to 1, rue Paul Cézanne, 75008 Paris (France).
Altamir's consolidated financial statements include the Apax France VIII-B fund, in which it holds a 99.90% stake.
a) Declaration of conformity
Pursuant to European Regulation 1606/2002 of 19 July 2002, the first-half 2015 consolidated financial statements of Altamir have been prepared in compliance with IAS/IFRS international accounting standards as adopted by the European Union and available on its website http://ec.europa.eu/internal\_market/accounting/ias/index\_en.htm.
The accounting rules and methods applied to the first-half financial statements are identical to those used to prepare the consolidated financial statements for financial year ended 31 December 2014.
These consolidated financial statements cover the period from 1 January to 30 June 2015. They were approved by the Management Company on 31 August 2015.
The consolidated financial statements have been prepared on a fair value basis for the following items:
The methods used to measure fair value are discussed in note 6.4.
c) Operating currency and presentation currency
The consolidated (IFRS) financial statements are presented in euros, which is the Company's operating currency.
d) Use of estimates and judgements
The preparation of financial statements under IFRS requires management to formulate judgements and to use estimates and assumptions that may affect the application of accounting methods and the amounts of assets, liabilities, income and expenses. Actual values may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. The impact of changes in accounting estimates is accounted for during the period of the change and in all subsequent periods affected.
More specifically, information about the principal sources of uncertainty regarding the estimates and judgements made in applying the accounting methods that have the most significant impact on the amounts recognised in the financial statements is described in note 6.4 on the determination of fair value.
e) Key assumptions
Continuity of operations is based on key assumptions including the availability of sufficient cash flow until 31 December 2015. The Company has credit lines totalling €47m, of which €36m were drawn as of 30 June 2015, €46m in cash equivalents and €23.4m in other financial assets that the Company considers as cash. As an SCR, Altamir's debt may not exceed 10% of its net asset value, i.e. €48.8m as of 30 June 2015.
As of 30 June 2015, Altamir exercised control over the Apax France VIII-B fund, in which it held more than 50% of the units.
Pursuant to IAS 27, Apax France VIII-B is consolidated using the full consolidation method.
Regarding equity interests in which the percentage of control held by Altamir ranges from 20% to 50%, Altamir does not have a representative on the executive body of these companies and therefore does not share the control of their business activities. All such investments are therefore deemed to be under significant influence.
All equity interests that are under significant influence are excluded from the scope of consolidation by application of the option offered by IAS 28 for "venture capital organisations". As of their initial recognition, therefore, Altamir designates all of these equity investments as fair value through profit or loss.
The accounting methods described below have been applied consistently to all periods presented in the consolidated (IFRS) financial statements.
The performance and management of investments over which the Company has no significant influence is monitored on the basis of fair value. The Company has therefore chosen the "fair value through profit or loss" option provided for by IAS 39 as the method for valuing these investments. Where the Company has a significant influence, the option of recognition at fair value through profit or loss provided by IAS 28 for "venture capital organisations" is also used.
Under the fair value option, these instruments are therefore carried at fair value on the assets side of the balance sheet, with positive and negative changes in fair value being recognised in profit or loss for the period. They are presented in the "Investment portfolio" line item in the balance sheet and the impact of changes in fair value is presented under "Changes in fair value" in the income statement.
The methods for measuring fair value are detailed in note 6.4.
• Hybrid security instruments
In acquiring its equity interests, Altamir may subscribe to hybrid instruments such as bonds convertible or redeemable in shares. For this type of instrument with embedded derivatives, Altamir has opted for recognition at fair value through profit or loss in accordance with IAS 39. At each balance sheet date, hybrid instruments held are remeasured at fair value and changes in fair value (positive or negative) are recognised on the income statement.
These hybrids are presented in the "Investment portfolio" line item in the balance sheet and the impact of changes in fair value is presented under "Changes in fair value" in the income statement.
• Derivative instruments
Pursuant to IAS 39, warrant-type instruments are classified as derivatives and carried on the balance sheet at fair value. Positive and negative changes in fair value are recognised in profit or loss for the period within "Changes in fair value". The fair value is determined in particular according to the intrinsic value of the conversion option, based on the price of the underlying shares estimated on the balance sheet date.
Pursuant to IAS 39, these investments are classified as "Loans and receivables" and carried at their amortised cost. The associated interest income is recognised within "Other portfolio income" in profit or loss for the period according to the effective interest rate method.
The Company has issued Class B shares that entitle their holders to carried interest equal to 18% of adjusted net statutory income, as defined in §25.2 of the Articles of Association. In addition, a sum equal to 2%, calculated on the same basis, is due to the general partner.
Remuneration of the Class B shareholders and the general partner is considered to be payable as soon as an adjusted net income has been earned. Remuneration of these shares and the shares themselves are considered a debt under the analysis criteria of IAS 32.
The remuneration payable to the Class B shareholders and the general partner is calculated taking unrealised capital gains and losses into account and is recognised in the income statement. The debt is recognised as a liability on the balance sheet. Under the Articles of Association, unrealised capital gains are not taken into account in the amounts paid to Class B shareholders and the general partner.
The Company has issued Class B warrants.
Class B warrants entitle their holders to subscribe to one Class B share of the Company for each Class B warrant held, at a subscription price of €10. These Class B warrants allow the manager, the sole holder, to change the distribution of Class B shares between members of the management teams. From the point of view of the issuer, Altamir, the value of the Class B warrants is therefore not dependent on the value of Class B shares and they must be maintained under IFRS at their subscription price. Class B warrants are recognised in non-current liabilities on the balance sheet.
Finally, in accordance with IAS 32, treasury shares are deducted from shareholders' equity.
If the Company has surplus cash, this is generally invested in units of euro-denominated money market funds (SICAVs) and time deposits that meet the definition of cash equivalents under IAS 7 (short-term, highly-liquid investments, readily convertible into known amounts of cash and subject to an insignificant risk of change in value).
The Company values this portfolio using the fair value option provided for by IAS 39. The unrealised capital gains or losses at the balance sheet date are thus recognised in profit or loss for the period. Income from time deposits and mutual funds are included within "Income from cash investments" and "Net income from disposal of marketable securities" respectively.
The Company opted to become a "société de capital risque" (SCR) on 1 January 1996. It is exempt from corporation tax. As a result, no deferred tax is recognised in the financial statements. The Company does not recover VAT. Non-deductible VAT is recognised as an expense in the income statement.
The Company carries out only private equity activities and invests primarily in the euro zone.
6.4 Determination of fair value
Altamir uses principles of fair value measurement that are in accordance with IFRS 13:
Companies whose shares are traded on an active market ("listed").
The shares of listed companies are valued at the last stock market price, without adjustment, except for those cases set out in IFRS 13.
Companies whose shares are not traded on an active market ("unlisted"), but are valued based on directly or indirectly observable data. Observable data are prepared using market information, such as that published on actual events or transactions, and reflect assumptions that market participants would use to determine the price of an asset or liability.
An adjustment to level 2 data that has a significant impact on fair value may cause a reclassification to level 3 if it makes use of unobservable data.
Companies whose shares are not traded on an active market ("unlisted"), and are valued based on unobservable data.
6.5 Significant events during the period
6.5.1 Investments and divestments
The Company invested €12m in H1 2015, which broke down as follows:
Directly:
o An investment in Altimus and repayment of a shareholder loan to Altrafin, which reduced our acquisition cost of the Altran group by €0.4m.
The divestments side of the business generated €24.1m.
o €14.6m from the sale of part of the Company's stake in Amplitude Surgical (before exercise of the overallotment option), which was floated on Euronext Paris. Altamir has received €14.1m of this amount.
Altamir has implemented new overdraft lines totalling €47m, to replace the €26m in existing lines. This transaction extended the maturity of the lines, lowered their cost and will make cash management more flexible.
On 25 June, Apax Partners SA, the Apax VI fund's management company and Altamir's investment advisor, distributed more than 95% of the shares of Albioma directly and indirectly held by the fund to its investors. Following the distribution, Altamir's stake remained unchanged at nearly 12%, held directly and via Financière Hélios.
Altamir extended a shareholder loan of €15.9m to Financière Hélios, of which €7.1m was repaid in early July and carried interest at 5%.
Altamir committed to invest around €3.5m in RFS Holland Holding BV (Wehkamp) via an investment agreement signed on 3 July by the Apax VIII-LP fund. The company is the fashion retailing leader with 60% of the online market for beach clothing in the Netherlands.
On 13 July, Altrafin (the holding company for Altran) signed a €143m debt refinancing agreement. This transaction enabled Altamir to receive €28m or 60% of the amount of the investment.
On 20 July, the funds managed by Apax Partners LLP signed an agreement to acquire AssuredPartners Inc., one of the largest insurance brokers in the United States. The amount of Altamir's commitment is not yet known.
On 24 July, the funds managed by Apax Partners LLP signed an agreement to acquire Spanish company Idealista SA, the largest online real estate marketplace in Spain. The amount of Altamir's commitment is not yet known.
In early July, the company received €9m (recognised as of 30 June 2015 under other current receivables). The overallocation option on Capio was fully exercised in July, thereby allowing for an additional divestment of around €1.7m and bringing Altamir's stake in the company down to 3.28%.
The overallocation option on Amplitude was also partially exercised in July, thereby allowing for an additional divestment of 6% (€0.9m) and bringing Altamir's stake in the company down to 13.01%.
The funds managed by Apax Partners LLP have signed an agreement to acquire Fullbeauty Brands, the direct-to-consumer market leader in the US plus-size apparel market. The amount of Altamir's commitment is not yet known.
Level 3 - inputs not based on observable market data 10 821 623
| 30 June 2015 | ||||||
|---|---|---|---|---|---|---|
| Fair value through profit or loss | Loans and receivables |
Debts, cash and cash equivalents at amortised cost |
Assets outside the scope of IAS 39 |
Total | ||
| (euros) | On option | Derivatives | ||||
| ASSETS | ||||||
| Intangible assets | ||||||
| Investment portfolio (1) | 579 810 945 | 25 139 307 | 604 950 252 | |||
| Other financial assets | 7 822 845 | 9 177 625 | 17 000 470 | |||
| Sundry receivables | 2 397 636 | 2 397 636 | ||||
| Total non-current assets | 590 031 426 | 0 | 34 316 932 | 0 | 0 | 624 348 357 |
| Sundry receivables | 9 288 753 | 79 388 | 9 368 141 | |||
| Other current financial assets | 16 313 651 | 7 075 965 | 23 389 616 | |||
| Cash and cash equivalents | 31 408 063 | 14 637 792 | 46 045 855 | |||
| Non-current assets held for sale | 0 | |||||
| Derivatives | 0 | |||||
| Total current assets | 57 010 467 | 0 | 7 075 965 | 14 637 792 | 79 388 | 78 803 612 |
| Total assets | 647 041 893 | 0 | 41 392 897 | 14 637 792 | 79 388 | 703 151 969 |
| LIABILITIES | ||||||
| Amount attributable to general partner and Class B shareholder | 25 867 023 | 0 | 0 | 0 | 0 | 25 867 023 |
| Other liabilities | 14 702 300 | 14 702 300 | ||||
| Provision | 0 | 0 | ||||
| Other non-current liabilities | 14 702 300 | 0 | 0 | 0 | 0 | 14 702 300 |
| Other financial liabilities | 36 004 268 | 36 004 268 | ||||
| Trade payables and related accounts | 724 208 | 724 208 | ||||
| Other liabilities | 7 002 499 | 375 | 7 002 874 | |||
| Other current liabilities | 7 002 499 | 0 | 0 | 36 728 852 | 0 | 43 731 351 |
| Total liabilities | 47 571 822 | 0 | 0 | 36 728 852 | 0 | 84 300 674 |
| Investment portfolio (1) | ||||||
| Level 1 - quoted on an active market | 239 002 425 | |||||
| Level 2 - valuation based on techniques using observable market data | 355 126 204 |
| 31 December 2014 | ||||||
|---|---|---|---|---|---|---|
| Fair value through profit or loss | Loans and receivables |
Debts, cash and cash equivalents at amortised cost |
Assets outside the scope of IAS 39 |
Total | ||
| (euros) | On option | Derivatives | ||||
| ASSETS | ||||||
| Intangible assets | ||||||
| Investment portfolio (1) | 517 000 260 | 26 522 541 | 543 522 801 | |||
| Other financial assets | 7 465 746 | 258 850 | 7 724 595 | |||
| Sundry receivables | 3 900 599 | 3 900 599 | ||||
| Total non-current assets | 528 366 605 | 0 | 26 781 390 | 0 | 0 | 555 147 995 |
| Sundry receivables | 74 755 | 74 755 | ||||
| Other current financial assets | 20 735 955 | 20 735 955 | ||||
| Cash and cash equivalents | 53 391 112 | 173 047 | 53 564 159 | |||
| Non-current assets held for sale | 0 | |||||
| Derivatives | 0 | |||||
| Total current assets | 74 127 067 | 0 | 0 | 173 047 | 74 755 | 74 374 869 |
| Total assets | 602 493 672 | 0 | 26 781 390 | 173 047 | 74 755 | 629 522 864 |
| LIABILITIES | ||||||
| Amount attributable to general partner and Class B shareholder | 28 850 132 | 0 | 0 | 0 | 0 | 28 850 132 |
| Other liabilities | 10 158 591 | 10 158 591 | ||||
| Provision | 0 | 0 | ||||
| Other non-current liabilities | 10 158 591 | 0 | 0 | 0 | 0 | 10 158 591 |
| Other financial liabilities | 4 996 799 | 4 996 799 | ||||
| Trade payables and related accounts | 465 207 | 465 207 | ||||
| Other liabilities | 375 | 375 | ||||
| Other current liabilities | 0 | 0 | 0 | 5 462 381 | 0 | 5 462 381 |
| Total liabilities | 39 008 723 | 0 | 0 | 5 462 381 | 0 | 44 471 104 |
| Investment portfolio (1) | ||||||
| Level 1 - quoted on an active market | 158 410 121 | |||||
| Level 2 - valuation based on techniques using observable market data | 374 530 832 | |||||
| Level 3 - inputs not based on observable market data | 10 581 848 |
| H1 2015 | ||||||
|---|---|---|---|---|---|---|
| Fair value through profit or loss | Loans and receivables |
Debts at cost | Non-financial instruments |
Total | ||
| On option | Derivatives | |||||
| Changes in fair value (1) | 64 438 864 | -2 255 933 | 62 182 931 10 897 510 |
|||
| Valuation differences on divestments during the period | 10 897 510 | 0 | 341 640 | |||
| Other portfolio income Income from portfolio investments |
339 674 75 676 048 |
0 | 1 966 -2 253 967 |
0 | 0 | 73 422 081 |
| Purchases and other external expenses | -9 403 185 | -9 403 185 | ||||
| Taxes, fees and similar payments | -933 070 | -933 070 | ||||
| Other income | 357 125 | 357 125 | ||||
| Other expenses | -250 500 | -250 500 | ||||
| Gross operating income | 76 033 173 | 0 | -2 253 967 | 0 | -10 586 754 | 63 192 452 |
| Provision for amount attributable to Apax France VIII-B/Apax VIII LP Class C unitholders | -4 538 457 | -4 538 457 | ||||
| Provision for amount attributable to the general partner and Class B shareholders | -8 121 782 | -8 121 782 | ||||
| Net operating income | 63 372 934 | 0 | -2 253 967 | 0 | -10 586 754 | 50 532 213 |
| Income from cash investments | 589 687 | 589 687 | ||||
| Financial income | 303 525 | 303 525 | ||||
| Interest and similar expenses | -145 618 | -145 618 | ||||
| Other financial expenses | 0 | 0 | ||||
| Net income attributable to ordinary shareholders | 64 120 528 | 0 | -2 253 967 | 0 | -10 586 754 | 51 279 806 |
| Changes in fair value of the portfolio (1)* | ||||||
| Level 1 - quoted on an active market | 34 932 109 | |||||
| Level 2 - valuation based on techniques using observable market data | 27 310 766 | |||||
| sur des données de marché observables | ||||||
| Level 3 - inputs not based on observable market data | -59 944 | |||||
| 2014 | ||||||
| Fair value through profit or loss | Loans and receivables |
Debts at cost | Non-financial instruments |
|||
| Total | ||||||
| On option | Derivatives | |||||
| Changes in fair value (1) | 78 238 434 | 2 263 941 | 80 502 375 | |||
| Valuation differences on divestments during the period | 6 772 626 | 50 868 | 6 823 494 | |||
| Other portfolio income | 134 417 | 0 | 134 417 | |||
| Income from portfolio investments | 85 145 477 | 0 | 2 314 809 | 0 | 0 | 87 460 286 |
| -17 103 091 | ||||||
| Purchases and other external expenses | -17 103 091 | -694 157 | ||||
| Taxes, fees and similar payments | -694 157 | 678 703 | ||||
| Other income Other expenses |
678 703 | -190 001 | -190 001 | |||
| Gross operating income | 85 824 180 | 0 | 2 314 809 | 0 | -17 987 249 | 70 151 740 |
| Provision for amount attributable to Apax France VIII-B/Apax VIII LP Class C unitholders | -4 276 069 | -4 276 069 | ||||
| Provision for amount attributable to the general partner and Class B shareholders | -8 475 497 | -8 475 497 | ||||
| Net operating income | 73 072 614 | 0 | 2 314 809 | 0 | -17 987 249 | 57 400 174 |
| Income from cash investments | 1 060 492 | 1 060 492 | ||||
| Net income from sale of mutual funds | 24 283 | 24 283 | ||||
| Related interest, income and expenses | 985 574 | 985 574 | ||||
| Other financial expenses | 0 | 0 | ||||
| Net income attributable to ordinary shareholders | 75 142 963 | 0 | 2 314 809 | 0 | -17 987 249 | 59 470 524 |
| Changes in fair value of the portfolio (1)* | ||||||
| Level 1 - quoted on an active market | 22 321 047 | |||||
| Level 2 - valuation based on techniques using observable market data | 57 395 063 |
The change in fair value for the first half of 2015 broke down as follows:
| (in euros) | 30 June 2015 | 31 December 2014 | 30 June 2014 |
|---|---|---|---|
| Changes in fair value of the portfolio | 62 182 931 | 80 502 375 | 68 321 184 |
| Total changes in fair value | 62 182 931 | 80 502 375 | 68 321 184 |
Changes in the portfolio during the year were as follows:
| (in euros) | Portfolio |
|---|---|
| Fair value as of 31 December 2014 | 543 522 801 |
| Investments | 11 488 383 |
| Changes in shareholder loans | 572 980 |
| Divestments | - 12 816 844 |
| Changes in fair value | 62 182 931 |
| Fair value as of 30 June 2015 | 604 950 252 |
| Of which positive changes in fair value | 74 330 853 |
| Of which negative changes in fair value | - 12 147 922 |
Changes in the Level 3 investment portfolio during the period were as follows:
| (in euros) | Portfolio |
|---|---|
| Fair value as of 31 December 2014 | 10 581 848 |
| Acquisitions | 299 719 |
| Divestments | - |
| Change of category | - |
| Changes in fair value | - 59 944 |
| Fair value as of 30 June 2015 | 10 821 623 |
Changes in the Level 2 investment portfolio during the period were as follows:
| (in euros) | Portfolio | |||
|---|---|---|---|---|
| Fair value as of 31 December 2014 | 374 530 832 | |||
| Acquisitions | 9 755 986 | |||
| Divestments | - | 393 127 | ||
| Change of category | - | 56 078 254 | ||
| Changes in fair value | 27 310 766 | |||
| Fair value as of 30 June 2015 | 355 126 204 |
Valuation methods are based on the determination of fair value as described in paragraph 6.4.
| 30 juin 2015 | 31 décembre 2014 | |
|---|---|---|
| % of listed instruments in the portfolio | 39,5% | 29,1% |
| % of listed instruments in NAV | 38,6% | 27,0% |
Portfolio breakdown according to the degree of maturity of the investments:
| 31 December 2014 | |
|---|---|
| 464 552 395 | |
| 78 970 406 | |
| - | |
| 604 950 252 | 543 522 801 |
| 30 June 2015 500 956 569 103 993 683 - |
*Venture: creation/start-up and financing of young companies with proven revenue
| (in euros) | 30 June 2015 | 31 December 2014 |
|---|---|---|
| Industry | ||
| Business & Financial Services | 160 418 794 | 163 319 624 |
| Telecom, Media & Technology | 257 186 407 | 209 254 361 |
| Retail & Consumer | 102 743 468 | 96 462 721 |
| Healthcare | 84 601 583 | 74 486 095 |
| Portfolio total | 604 950 252 | 543 522 801 |
6.9 Other non-current financial assets
This line item corresponded primarily to the receivable related to Maisons du Monde, valued at €7.8m using the amortised cost method, including capitalised interest, and to two shareholder loans granted to Financière Hélios totalling €8.8m.
This item primarily relates to a €2.4m loan to Vizada. Part of this loan (€1.5m) was repaid during the first half of 2015.
This line item corresponded primarily to €9m in cash not yet received as of 30 June 2015 from the divestment of Capio.
Other current financial assets corresponded primarily to unrealised capital gains on securities held by the AARC fund (€807k), a tax-efficient capitalisation fund (€15.5m) and a shareholder loan granted to Financière Hélios (€7.1m).
In 2013, Altamir invested €15m in an Allianz tax-efficient capitalisation fund. The interest on the fund as of 30 June 2015 was €507k.
A shareholder loan of €7.1m was granted to Financière Hélios and was valued as of 30 June 2015 by the amortised cost method, including capitalised interest of €20k. This loan was repaid to the Company on 6 July 2015.
This item broke down as follows:
| (in euros) | 30 June 2015 | 31 December 2014 | 30 June 2014 |
|---|---|---|---|
| Mutual funds | " 163 276 |
2 320 454 | 488 |
| Time deposits | 31 244 786 | 51 845 198 | 42 222 746 |
| Cash on hand | " 14 637 792 |
173 047 | - 757 680 |
| Cash and cash equivalents | 46 045 855 | 54 338 699 | 41 465 554 |
| Bank overdraft | - 3 584 268 |
- | - |
| Cash on the statement of cash flows | 42 461 586 | 54 338 699 | 41 465 554 |
The number of shares outstanding for each of the categories is presented below:
| 30 June 2015 | 31 December 2014 | |||||
|---|---|---|---|---|---|---|
| (number of shares) | Ordinary shares | Class B shares |
Ordinary shares | Class B shares |
||
| Shares outstanding at start of period | 36 512 301 | 18 582 | 36 512 301 | 18 582 | ||
| Shares outstanding at end of period | 36 512 301 | 18 582 | 36 512 301 | 18 582 | ||
| Shares held in treasury | 28 866 | 11 173 | 37 685 | - | ||
| Shares outstanding at end of period | 36 483 435 | 7 409 | 36 474 616 | 18 582 | ||
| NAV per ordinary share | 16,96 | 16,06 | ||||
| (cons. shareholders' equity/ordinary shares) | ||||||
| 30 June 2015 | 31 December 2014 | |||||
| (euros) | Ordinary shares | Class B shares |
Total | Ordinary shares | Class B shares |
Total |
| Par value at end of period | 6,00 | 10,00 | 6,00 | 10,00 | ||
| Share capital | 219 073 806 | 185 820 | 219 259 626 | 219 073 806 | 185 820 | 219 259 626 |
The dividend paid to the limited shareholders in 2015 for the financial year 2014 was €0.5 per ordinary share outstanding (excluding treasury shares). The NAV per ordinary share (excluding treasury shares) was €16.96 as of 30 June 2015 (€16.06 per share as of 31 December 2014).
This item broke down as follows:
| (in euros) | 30 June 2015 | 31 December 2014 |
|---|---|---|
| Amount attributable to general partner and Class B shareholders | 25 863 299 | 28 846 408 |
| Class B warrants | 3 724 | 3 724 |
| Total amount attributable to general partner and Class B shareho | 25 867 023 | 28 850 132 |
The change in the amount attributable to the general partner and Class B shareholders during the year is detailed below:
| (in euros) | Total |
|---|---|
| 31 December 2014 " |
28 846 408 |
| Amount paid in 2015 " - |
11 104 891 |
| Amount attributable to general partner and Class B shareholders on | 8 121 782 |
| first-half 2015 earnings | |
| Amount attributable to general partner and Class B shareholders | 25 863 299 |
In May 2015, before the dividend was paid on Class B shares, the Company repurchased 11,173 Class B shares at their par value (€10) from their current holders, but not in proportion to their holdings. These 11,173 Class B shares held by Altamir carry no rights to the dividends that accrue to Class B shares.
Other non-current liabilities principally relate to unrealised capital gains owing to Class C unitholders of Apax France VIII-B and Apax VIII LP of €12.9m and €1.8m, respectively, based on these funds' performance. These liabilities are due in more than one year.
Other current financial liabilities as of 30 June 2015 comprised €32.4m drawn down under credit lines and a €3.6m bank overdraft with Banque Transatlantique.
This line item primarily included debts to the Apax VIII LP fund (€7m), corresponding to investments made that Altamir has not yet been asked to fund.
| (in euros) | 30 June 2015 | 30 June 2014 |
|---|---|---|
| Sale price | 23 714 354 | 42 227 148 |
| Fair value at start of period | 12 816 844 | 44 756 150 |
| Impact on income | 10 897 510 | -2 529 003 |
| Of which positive price spread on divestments | 11 154 734 | 645 092 |
| Of which negative price spread on divestments | -257 224 | -3 174 095 |
Other portfolio income is detailed as follows:
| (in euros) | H1 2015 | H1 2014 |
|---|---|---|
| Interest and other portfolio income received | 1 966 | - |
| Dividends | 339 674 | 132 642 |
| Total | 341 640 | 132 642 |
Purchases and other external expenses included the following:
| (in euros) | 30 juin 2015 | 30 juin 2014 |
|---|---|---|
| Direct fees (incl. tax) (1)+(2): | 5 509 207 | 4 939 823 |
| Altamir Gérance management fees (1) | 4 382 273 | 3 939 534 |
| Other fees and expenses (2) | 1 126 934 | 1 000 289 |
| Indirect fees (incl. tax) (3): | ||
| Apax VIII-B and Apax VIII LP (3) | 3 893 978 | 3 626 119 |
| TOTAL EXPENSES AND EXTERNAL PURCHASES (A) = (1)+(2)+(3) | 9 403 185 | 8 565 942 |
| Investment at historical cost | 301 027 081 | 317 572 515 |
| Commitment in the Apax funds | 339 720 000 | 339 720 000 |
| TOTAL CAPITAL COMMITTED AND INVESTED (B) | 640 747 081 | 657 292 515 |
| (A)/(B) | 1,5% | 1,3% |
| (A)/NAV | 1,52% | 1,49% |
(1) Fees paid to the manager and affiliated companies
(2) Expenses specific to the listed Company
(3) Fees and management expenses of the funds in which the Company invests
In the first half of 2015, fees and management expenses, including taxes, represented 1.5% of capital committed and invested and 1.52% of NAV.
The balance of €0.9m corresponded to the 3% tax paid on dividends in 2015 with respect to the 2014 financial year.
Following the reclassification of the Maisons du Monde investment into "Other non-current financial assets", the change in fair value of this investment, amounting to €357k, was recorded in "Other income".
Other expenses mainly related to attendance fees paid in 2015.
This item related to interest earned or accrued in 2015 on time deposits and money-market mutual funds.
The return on these investments was 2.23% in the first half of 2015.
Financial income corresponded to a change in the unrealised gain and to a gain realised on the AARC fund, totalling €262k, and to a €42k increase in the unrealised gain on the Allianz tax-efficient capitalisation fund.
This line item corresponded principally to interest on the credit lines and on the bank overdraft line.
Altamir does not use derivative instruments to hedge or gain exposure to market risks (equities, interest rates, currencies or credit).
• Risks related to listed share prices of portfolio companies
It is not Altamir's primary objective to invest in the shares of listed companies. However, Altamir may hold listed shares as a result of initial public offerings of companies
in which it holds an interest, or it may receive them as payment of the sale price of equity interests in its portfolio. These securities may, on occasion, be subject to lock-up clauses signed at the time of the IPO. Even without such clauses, Altamir may deem it appropriate to keep newly listed shares in its portfolio for a certain period of time to possibly obtain a better valuation in due course, although there can be no guarantee of such an objective being achieved. Moreover, Altamir does not rule out investing directly or indirectly in the capital of a company on the sole grounds that it is listed on the stock exchange, provided that the company falls within the scope of its investment strategy.
As a result, Altamir holds a certain number of listed shares, either directly or indirectly through holding companies, and may therefore be affected by a downturn in the market prices of these companies' shares. A drop in the market price at a given moment would result in the decrease of the portfolio valuation and of the Net Asset Value of the Company. Such a drop would be recognised in the income statement as a loss under "Changes in fair value of the portfolio".
A drop in market prices might also affect realised capital gains or losses when such shares are sold by Altamir.
Listed companies as of 30 June 2015 made up 40.2% of the portfolio (29.1% as of 31 December 2014). These are shares of portfolio companies listed on the stock market or obtained as payment for divestments or as a result of LBOs on listed companies.
A 10% drop in the market prices of these listed securities would have an impact of €28m on the valuation of the portfolio as of 30 June 2015.
In addition, some unlisted securities are valued in part on the basis of peer-group multiples, and in part on multiples of recent private transactions.
Moreover, a change in the market prices of the comparable companies does not represent a risk, because although these comparables provide an element for calculating the fair value at a given date, the final value of the investments will be based on private transactions, unlisted by definition, in which the strategic position of the companies or their ability to generate cash flow takes precedence over the market comparables. For information, valuation sensitivity to a decline of 10% in the multiples of comparable listed companies amounted to €21.8m.
• Risks related to LBO transactions
In the context of leveraged transactions, Altamir is indirectly subject to the risk of an increase in the cost of debt and the risk of not obtaining financing or being unable to finance the planned new transactions at terms that ensure a satisfactory return.
• Risks related to other financial assets and liabilities
Financial assets that have an interest rate component include shareholder loans and securities such as bonds issued by companies in the investment portfolio. These financial assets are assumed to be redeemed or converted at maturity. As a result, they do not present any interest rate risk per se.
Altamir has no significant financial liabilities subject to interest rate risk.
The objective of Altamir is to invest primarily in France or in the euro zone. However, some investments made by Altamir to date are indirectly denominated in foreign currencies, and consequently their value may vary according to exchange rates.
As of 30 June 2015, the only assets denominated in foreign currencies were the shares and debts of 12 portfolio companies, which represented €34.3m, or 4.88% of the total assets (€24.4m, or 3.88% of total assets as of 31 December 2014).
The portfolio's exposure by currency was as follows:
| 30 June 2015 | ||
|---|---|---|
| Investment portfolio Canadian dollars (CAD) |
Sundry receivables Canadian dollars (CAD) |
|
| Assets in euros | 5 471 316 | |
| Liabilities | ||
| Net position before management | 5 471 316 | 0 |
| Off-balance-sheet position | ||
| Net position after management | 5 471 316 | 0 |
| Impact in euros of a 10% change in the exchange rate |
547 132 | 0 |
| Investment portfolio | Sundry receivables | |
| US dollars (USD) | US dollars (USD) | |
| Assets in euros | 18 093 941 | 2 394 636 |
| Liabilities | ||
| Net position before management | 18 093 941 | 2 394 636 |
| Off-balance-sheet position | ||
| Net position after management | 18 093 941 | 2 394 636 |
| Impact in euros of a 10% change in the exchange rate |
1 809 394 | 239 464 |
| Investment portfolio Hong Kong dollars (HKD) |
Sundry receivables Hong Kong dollars (HKD) |
|
|---|---|---|
| Assets in euros | 668 277 | |
| Liabilities | ||
| Net position before management | 668 277 | 0 |
| Off-balance-sheet position | ||
| Net position after management | 668 277 | 0 |
| Impact in euros of a 10% change in the exchange rate |
66 828 | 0 |
| Investment portfolio | Sundry receivables | |
| Indian rupee (INR) | Indian rupee (INR) | |
| Assets in euros | 3 635 102 | |
| Liabilities | ||
| Net position before management | 3 635 102 | 0 |
| Off-balance-sheet position | ||
| Net position after management | 3 635 102 | 0 |
| Impact in euros of a 10% change in the exchange rate |
363 510 | 0 |
| Investment portfolio Norwegian Krone |
Sundry receivables Norwegian Krone |
|
| (NOK) | (NOK) | |
| Assets in euros | 4 047 514 | |
| Liabilities | ||
| Net position before management | 4 047 514 | 0 |
| Off-balance-sheet position | ||
| Net position after management | 4 047 514 | 0 |
| Impact in euros of a 10% change in the exchange rate |
404 751 | 0 |
| 31 December 2014 | |||
|---|---|---|---|
| Investment portfolio Canadian dollars (CAD) |
Sundry receivables Canadian dollars (CAD) |
||
| Assets in euros | 3 732 587 | ||
| Liabilities | |||
| Net position before management Off-balance-sheet position |
3 732 587 | 0 | |
| Net position after management | 3 732 587 | 0 | |
| Impact in euros of a 10% change in the exchange rate |
373 259 | 0 | |
| Investment portfolio US dollars (USD) |
Sundry receivables US dollars (USD) |
||
| Assets in euros | 15 310 690 | 3 897 599 | |
| Liabilities | |||
| Net position before management | 15 310 690 | 3 897 599 | |
| Off-balance-sheet position | |||
| Net position after management | 15 310 690 | 3 897 599 | |
| Impact in euros of a 10% change in the exchange rate |
1 531 069 | 389 760 | |
| Investment portfolio Hong Kong dollars (HKD) |
Sundry receivables Hong Kong dollars (HKD) |
||
| Assets in euros | 507 633 | ||
| Liabilities | |||
| Net position before management Off-balance-sheet position |
507 633 | 0 | |
| Net position after management | 507 633 | 0 | |
| Impact in euros of a 10% change in the exchange rate |
50 763 | 0 |
| Investment portfolio | Sundry receivables | ||
|---|---|---|---|
| Indian rupee (INR) | Indian rupee (INR) | ||
| Assets in euros | 993 847 | ||
| Liabilities | |||
| Net position before management | 993 847 | 0 | |
| Off-balance-sheet position | |||
| Net position after management | 993 847 | 0 | |
| Impact in euros of a 10% change in the exchange rate |
99 385 | 0 |
Altamir does not hedge against currency fluctuations, because the foreign exchange impact is not material with respect to the expected gains on the securities in absolute value.
6.29 Earnings per share
The weighted average number of shares outstanding reflects the exclusion of treasury shares.
| Basic earnings per share | H1 2015 | H1 2014 |
|---|---|---|
| Numerator (in euros) | ||
| Income for the period attributable to ordinary shareholders | 51 279 806 | 48 133 743 |
| Denominator | ||
| Number of shares outstanding at start of period | 36 512 301 | 36 512 301 |
| Effect of treasury shares | -33 276 | -22 664 |
| Effect of capital increase | - | - |
| Weighted average number of shares during the period (basic) | 36 479 026 | 36 489 637 |
| Earnings per share (basic) | 1,41 | 1,32 |
| Earnings per share (diluted) | 1,41 | 1,32 |
6.30 Related parties
In accordance with IAS 24, related parties were as follows:
Apax Partners SA as the investment advisor and Altamir Gérance as the Management Company invoiced the Company for total fees of €4,382,273 including VAT, in the first half of 2015 (€8,428,335 including tax in all of 2014).
The amount remaining payable as of 30 June 2015 was €13,586 (€60,136 as of 31 December 2014) and the amount receivable as of 30 June 2015 was €7,618 (none as of 31 December 2014).
A significant influence is presumed when the equity interest of the Company exceeds 20%.
Investments subject to significant influence are not accounted for by the equity method, as permitted under IAS 28, but they constitute related parties. The closing balances and transactions for the period with these companies are presented below:
| (in euros) | H1 2015 | H1 2014 |
|---|---|---|
| Income statement | ||
| Valuation differences on divestments during the period | - | - |
| Changes in fair value | 5 097 815 | 44 263 978 |
| Other portfolio income | - | - |
| 30 June 2015 | 30 June 2014 | |
| Balance sheet | ||
| Investment portfolio | 207 048 397 | 232 206 778 |
| Sundry receivables | 2 394 636 | 3 897 599 |
Attendance fees paid in 2015 to members of the Supervisory Board totalled €240,500 with respect to 2014 and €10,000 with respect to 2013 (€190,000 were paid in 2014 with respect to 2013).
The contingent liabilities of the Company broke down as follows:
| (in euros) | 30 June 2015 | 31 December 2014 | |
|---|---|---|---|
| Irrevocable purchase obligations (investment commitments) | 20 000 000 | 0 | |
| Other long-term obligations (liability guarantees and other) | 6 836 822 | 6 836 822 | |
| Total | 26 836 822 | 6 836 822 | |
| Altamir's investment commitments in Apax France VIII-B | 91 363 175 | 96 609 358 | |
| Altamir's investment commitments in Apax France VIII LP | 36 209 145 | 40 045 111 | |
| Total | 154 409 142 | 143 491 290 |
The tables above reflect the maximum commitment in Apax VIII LP and Apax France VIII-B.
For information, Altamir has committed to investing €60m in Apax VIII LP. As of 30 June 2015, the amount invested was €23.8m.
For information, Altamir has committed to investing €279.7m in Apax France VIII-B. As of 30 June 2015, the amount invested was €188.4m.
| Companies | Commitments as of 31/12/2014during the period commitments |
Investments | Cancellation of as of 30/06/15 |
New commitments as of 30/06/15 |
Commitments as of 30/06/15 |
|---|---|---|---|---|---|
| Listed securities | |||||
| Unlisted securities | |||||
| Makto | 0 | 0 | 0 | 20 000 000 | 20 000 000 |
| Total | 0 | 0 | 0 | 20 000 000 | 20 000 000 |
The following commitment is included in the financial statements and is presented below for information:
Altamir carries out LBO transactions via special-purpose acquisition companies (SPACs).
If the underlying target company is listed, the debt is guaranteed by all or part of that company's assets.
When the share price of these companies falls, and the average share price over a given period drops below a certain threshold, the SPACs become responsible for meeting collateral or margin calls. This involves putting cash in escrow in addition to the collateralised securities so as to maintain the same collateral-to-loan ratio ("collateral top-up clause"). In the event of default, banks may demand repayment of all or part of the loan. This collateral is furnished by the shareholders of the SPACs, including Altamir, in proportion to their share in the capital. They have no impact on Altamir's revenue and NAV (listed companies are valued on the last trading day of the period), but tie up part of its cash.
Conversely, when the share price of these companies rises, all or part of the balance in escrow is released, and the calls repaid.
Sensitivity:
• drops of 10% and 20% in the average market prices of these listed securities compared with the calculation as of 30 June 2015 would trigger no collateral call for Altamir;
A commitment was given to certain managers of Thom Europe and Infopro Digital to repurchase their shares and obligations in the event of their departure. These commitments do not represent a significant risk that would require recognition of a provision for risks and contingencies.
Altamir provided a sale commitment to Financière Royer covering all of the shares of the Royer group, exercisable between 1 January 2015 and 3 January 2019.
Financière Royer provided a purchase commitment to Altamir covering all of the shares of the Royer group, exercisable between 1 January 2015 and 31 December 2018.
A commitment was given to certain managers of Snacks Développement to repurchase their shares in the event of their departure.
A guarantee designed to cover tax risks was provided to Bain Capital as part of the divestment of Maisons du Monde. The amount guaranteed by Altamir has declined over time; it now stands at €652,771 until 31 December 2015. In the event of a guarantee call, the amount will be deducted from the seller financing available to Altamir in Magnolia (BC) Luxco SCA.
As part of the divestment of Buy Way, Altamir provided a guarantee, capped at 15% of the sale price, i.e. €6,184,051, in order to meet any third-party claims, and to cover the sellers' filings and any tax risks.
As part of the divestment of Buy Way to Chenavari Investment Managers, two earn-outs based on insurance revenues may be received in 2015 and 2016.
• Securities pledged to Banque Transatlantique:
As of 30 June 2015, 797,872,341 A units in the Apax France VIII-B fund were pledged to Banque Transatlantique:
The pledged securities cover 150% of the amounts granted based on the valuation of the units in the Apax France VIII-B fund as of 23 December 2014.
• Securities pledged to LCL (bank pool with Société Générale, BNP and Banque Palatine):
As of 30 June 2015, 4,811,320,755 A units in the Apax France VIII-B fund were pledged to LCL:
The pledged securities cover 150% of the amounts granted based on the valuation of the units in the Apax France VIII-B fund as of 31 December 2014.
• Securities pledged to CIC:
As part of the acquisition of the INSEEC group, the Apax France VIII-B fund pledged all of the financial instruments that it holds in Insignis SAS and Insignis Management SAS to the lenders of the LBO debt represented by ECAS as Agent.
As part of the acquisition of the Texa group, the Apax France VIII-B fund pledged all of the financial instruments that it holds in Trocadero Participations SAS and Trocadero Participations II SAS to the lenders of the LBO debt represented by CIC as Agent.
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