Interim / Quarterly Report • Aug 29, 2014
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 28 August 2014 and reviewed by the Statutory Auditors.
Net Asset Value per share1 stood at €15.74 as of 30 June 2014, after accounting for the $\epsilon$ 0.452 per share dividend paid in May, vs. $\epsilon$ 14.87 as of 31 December 2013, representing an increase of 5.9% (8.9% including the dividend) and an increase of 4.3% from 31 March 2014 (€15.08).
The NAV increase was attributable to EBITDA growth in the portfolio companies, which averaged 6.6% over the first half3, and to an increase in the average valuation multiple from 8.9 to 9.3 times EBITDA. Multiples increased primarily as a result of the rise in the share prices of the listed companies (GFI and Albioma).
The Company invested and committed $$31.5m$ during the first half of 2014, vs. €17.2m in H1 2013, made up of the following items:
<sup>1 NAV net of taxes payable and the share attributable to the limited partners holding ordinary shares $\frac{2}{3}$ 0.4459 rounded to 0.45
<sup>3 Excluding companies held via the Apax VIII LP fund which saw average EBITDA growth of 10% during the period.
Amounts received from net divestments totalled €42.3m (€36.1m in H1 2013). including income and other related revenue, and was composed of the following items:
| Portfolio Companies | Acquisition cost $(in \in m)$ |
Fair value (in $\epsilon$ m) |
% of the portfolio at fair value |
|---|---|---|---|
| Infopro | 31.8 | 79.9 | 15.6% |
| Altran | 50.5 | 68.6 | 13.4% |
| Albioma (formerly Séchilienne Sidec) | 50.1 | 55.9 | 10.9% |
| GFI | 48.5 | 55.0 | 10.8% |
| THOM Europe (Histoire d'Or - Marc Orian) | 40.2 | 42.0 | 8.2% |
| INSEEC | 32.3 | 32.3 | 6.3% |
| Snacks Développement | 31.9 | 31.9 | 6.2% |
| Capio | 20.9 | 26.8 | 5.2% |
| Amplitude | 21.5 | 26.3 | 5.1% |
| Texa | 20.5 | 25.8 | 5.1% |
| Total for the top 10 holdings | 347.7 | 444.4 | 87.0% |
4
• The portfolio held via the Apax VIII LP fund: all companies (Cole Haan, Garda, Global Logic, One Call, Rhiag) performed well, except for rue21, whose results were below expectations. The overall value of the portfolio increased by 17.2% during H1 2014.
As of 30 June 2014, Altamir had net cash of €88.4m (compared to €82.1m at 31 December 2013).
For the period from 1 August 2014 to 31 January 2015, Altamir Gérance has decided to keep Altamir's share of any new investment by Apax France VIII at the upper end of its commitment range (€280m), i.e. 40% of any new commitment undertaken by the Apax France VIII fund.
The Company distributed a dividend of $\epsilon$ 0.456 per share to limited shareholders on 22 May 2014.
Altamir submitted an analysis to the AMF, arguing that the Company should be entitled to an exemption from the provisions of the AIFM directive (Article L.532-9). The AMF did not raise any objection to this analysis, given current regulations, but nevertheless indicated that the EU or other competent authorities might take a different position in the future.
In June, Altamir was informed by Chenavari, the acquirer of Buy Way, that a Belgian public prosecutor had opened an investigation against Buy Way, following several complaints filed by the Belgian regulator (SPEE). The company risks a fine estimated at €1m.
In July, the funds managed by Apax Partners MidMarket finalised the acquisition of SK FireSafety Group, enabling Altamir to meet its commitment to invest €28.4m.
Following the refinancing of the debt of THOM Europe via a high-yield issue, the company received a distribution $\epsilon$ 16.0m at the end of July, equivalent to 40% of its initial investment in the company.
In July, funds advised by Apax Partners LLP made commitments to acquire a stake in the Chinese financial company China Huarong Asset Management, and to invest in Chola, an Indian listed financial company.
$6$ €0.4459 rounded to €0.45
In August 2014, funds advised by Apax Partners LLP signed an agreement to acquire Answers Corporation, the parent company of Answers.com, a leading American provider of cloud-based solutions that enhance customer acquisition and brand engagement. The acquisition is expected to close in the fourth quarter of 2014.
The methods used to value portfolio securities are described in detail in the notes to the consolidated (IFRS) financial statements.
Altamir uses valuation methods based on International Private Equity Valuation (IPEV) guidelines, which in turn comply with IFRS (fair value).
| (in thousands of euros) | H1 2014 6 months |
H1 2013 6 months |
FY 2013 12 months |
|---|---|---|---|
| pro forma | |||
| Changes in fair value of the portfolio |
68,321 | 22,148 | 86,310 |
| Valuation differences on divestments during the year |
$-2,529$ | 5,228 | 9,577 |
| Other portfolio income | 133 | 127 | 298 |
| portfolio from Income investments |
65,925 | 27,503 | 96,185 |
| Gross operating income | 56,774 | 20,562 | 81,297 |
| Net operating income | 47,095 | 16,479 | 63,944 |
| Net income attributable to ordinary shareholders |
48,134 | 18,052 | 65,944 |
| Earnings per ordinary share $(in \in)$ |
1.32 | 0.49 | 1.81 |
Income from portfolio investments in the first half of 2014 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 shares divested and their fair value under IFRS as of 31 December of the preceding year.
Gross operating income is calculated after operating expenses for the year.
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 2014 | 31 December 2013 |
|---|---|---|
| Total non-current assets | 522,368 | 495,464 |
| Total current assets | 88,629 | 82,361 |
| TOTAL ASSETS | 610,997 | 577,825 |
| Total shareholders' equity | 574,593 | 542,809 |
| Portion attributable to general partner and |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY |
610,997 | 577,825 |
|---|---|---|
| Other current liabilities | 467 | 828. |
| Other non-current liabilities | 5,477 | 5,883 |
| Portion attributable to general partner and Class B shareholders |
30,460 | 28,306 |
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 allowed 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 2014, the total number of shares was 36,512,301.
Moneta Asset Management, domiciled at 17 rue de la Paix, 75002 Paris (France), has declared that on 24 April 2014 it moved:
The concert group formed by Amboise SNC and Apax Partners SA, both domiciled at 45, avenue Kléber, 75784 Paris (France) and controlled by Maurice Tchenio, has disclosed that on 27 May 2014 it moved above 25% of the share capital and voting rights of Altamir and held 25.01% of the share capital and voting rights, distributed as follows:
| Shares and voting rights | % of capital and voting rights |
|
|---|---|---|
| Amboise SNC | 8,904,511 | 24.39 |
| Apax Partners SA | 226,310 | 0.62 |
| Total Maurice Tchenio | 9,130,821 | 25.01 |
This threshold was crossed because Altamir purchased shares in the market.
Attendance fees paid to members of the Supervisory Board with respect to 2013 totalled €260,000.
Altamir Gérance has not identified any risks in addition to those indicated in the 2013 Registration Document filed on 8 April 2014 under number D14-0307.
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 155.
"I hereby certify that, to the best of my knowledge, the complete financial statements for the half-year 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 Altamir Gérance
| H1 2014 | 2013 | H1 2013 pro forma |
||
|---|---|---|---|---|
| (in euros) | Note | 6 months | 12 months | 6 months |
| Changes in fair value | 6.7 | 68,321,184 | 86,310,324 | 22,147,858 |
| Valuation differences on divestments during the year | 6.17 | -2,529,003 | 9,576,944 | 5,228,185 |
| Other portfolio income | 6.18 | 132,642 | 298,045 | 127,369 |
| Income from portfolio investments | 65,924,823 | 96,185,313 | 27,503,412 | |
| Purchases and other external expenses | 6.19 | -8,565,942 | -16,174,337 | -8,256,125 |
| Taxes, fees and similar payments | 6.20 | -726,164 | 1,486,624 | 1,519,198 |
| Other income | 6.21 | 331,267 | 4,000 | 0 |
| Other expenses | 6.22 | -190,001 | -205,001 | -205,001 |
| Gross operating income | 56,773,983 | 81,296,600 | 20,561,484 | |
| Portion attributable to Apax France VIII-B Class C unitholders Portion attributable to the general partner and Class B |
6.14 | 405,861 | -3,073,349 | -2,699,226 |
| shareholders Net operating income |
-10,084,932 47,094,912 |
-14,279,219 63,944,031 |
-1,383,212 16,479,046 |
|
| Income from cash investments | 6.3 | 482,549 | 1,415,608 | 936,253 |
| Net income from sale of marketable securities | 6.3 | 21,213 | 50,771 | 14,085 |
| Related interest, income and expenses | 6.23 | 535,070 | 533,749 | 622,256 |
| Other financial expenses | 0 | 0 | 0 | |
| Net income attributable to ordinary shareholders | 48,133,743 | 65,944,160 | 18,051,640 | |
| Earnings per share | 6.25 | 1.32 | 1.81 | 0.49 |
| Diluted earnings per share | 6.25 | 1.32 | 1.81 | 0.49 |
| (in euros) | Note | H1 2014 | 2013 | H1 2013 |
|---|---|---|---|---|
| Net income for the period | 48,133,743 | 65,944,160 | 18,051,640 | |
| 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 |
48,133,743 | 65,944,160 | 18,051,640 | |
| Attributable to: | ||||
| * owners of the parent company | ||||
| * non-controlling shareholders |
| (in euros) | Note | 30 June 2014 | 31 December 2013 | 30 June 2013 |
|---|---|---|---|---|
| NON-CURRENT ASSETS Intangible assets |
0 | 0 | 0 | |
| Investment portfolio | 6.8 | 510,986,271 | 491,125,584 | 416,633,045 |
| Other non-current financial assets | 6.9 | 7,480,897 | 437,718 | 289,310 |
| Sundry receivables | 6.10 | 3,900,599 | 3,900,599 | 3,900,599 |
| TOTAL NON-CURRENT ASSETS | 522,367,767 | 495,463,901 | 420,822,954 | |
| CURRENT ASSETS | ||||
| Sundry receivables | 214,141 | 284,482 | 195,939 | |
| Other current financial assets | 6.11 | 46,949,181 | 46,827,261 | 32,366,525 |
| Cash and cash equivalents | 6.12 | 41,465,554 | 35,249,362 | 65,119,312 |
| TOTAL CURRENT ASSETS | 88,628,876 | 82,361,105 | 97,681,776 | |
| TOTAL ASSETS | 610,996,643 | 577,825,006 | 518,504,730 | |
| SHAREHOLDERS' EQUITY | ||||
| Share capital | 6.13 | 219,259,626 | 219,259,626 | 219,259,626 |
| Share premiums | 102,492,980 | 102,492,980 | 102,492,980 | |
| Reserves | 204,706,905 | 155,112,218 | 154,962,810 | |
| Net income for the period | 48,133,743 | 65,944,160 | 18,051,640 | |
| TOTAL SHAREHOLDERS' EQUITY | 574,593,255 | 542,808,984 | 494,767,056 | |
| PORTION ATTRIBUTABLE TO THE | ||||
| GENERAL PARTNER AND CLASS B | ||||
| SHAREHOLDERS Other liabilities |
6.14 6.15 |
30,459,567 5,444,811 |
28,305,745 5,850,672 |
15,409,738 5,411,857 |
| Provisions | 6.16 | 32,080 | 32,080 | 0 |
| OTHER NON-CURRENT LIABILITIES | 5,476,891 | 5,882,752 | 5,411,857 | |
| Other financial liabilities | 70,000 | 0 | 0 | |
| Trade payables and related accounts | 393,381 | 826,168 | 2,915,025 | |
| Other liabilities | 3,545 | 1,355 | 1,052 | |
| OTHER CURRENT LIABILITIES | 466,926 | 827,523 | 2,916,077 | |
| TOTAL LIABILITIES AND | ||||
| SHAREHOLDERS' EQUITY | 610,996,643 | 577,825,006 | 518,504,730 |
| (in euros) | Share capital | Share premium |
Treasury shares |
Reserves | Net income for the period |
TOTAL |
|---|---|---|---|---|---|---|
| SHAREHOLDERS' EQUITY as of 31 December 2012 |
219,259,626 | 102,492,980 | -244,200 | 113,127,168 | 57,054,273 | 491,689,848 |
| Net income for the period | 18,051,640 | 18,051,640 | ||||
| Total income and expenses recognised in the period |
0 | 0 | 0 | 0 | 18,051,640 | 18,051,640 |
| Transactions on treasury shares |
-62,832 | 44,585 | 0 | -18,247 | ||
| Allocation of income Distribution of dividends to |
57,054,273 | 57,054,273 | ||||
| ordinary shareholders, April 2012 |
-14,956,185 | -14,956,185 | ||||
| SHAREHOLDERS' EQUITY as of 30 June 2013 |
219,259,626 | 102,492,980 | -307,032 | 155,269,841 | 18,051,640 | 494,767,056 |
| (in euros) | Share capital | Share premium |
Treasury shares |
Reserves | Net income for the period |
TOTAL |
|---|---|---|---|---|---|---|
| SHAREHOLDERS' EQUITY as of 31 December 2012 Net income for the period |
219,259,626 | 102,492,980 | -244,200 | 113,127,168 | 57,054,273 65,944,160 |
491,689,848 65,944,160 |
| Total income and expenses recognised in the period |
0 | 0 | 0 | 0 | 65,944,160 | 65,944,160 |
| Transactions on treasury shares |
50,421 | 79,740 | 130,161 | |||
| Allocation of income Distribution of dividends to |
57,054,273 | -57,054,273 | 0 | |||
| ordinary shareholders, May 2013 |
-14,956,185 | -14,956,185 | ||||
| Divestment of the brand | 1,000 | 1,000 | ||||
| SHAREHOLDERS' EQUITY as of 31 December 2013 |
219,259,626 | 102,492,980 | -193,779 | 155,305,997 | 65,944,160 | 542,808,984 |
| 30 June 2014 | 31 December 2013 |
30 June 2013 | ||
|---|---|---|---|---|
| (in euros) | Note | 6 months | 12 months | 6 months |
| (Pro forma) | ||||
| Investments | -19,013,669 | -92,493,016 | -7,354,343 | |
| Shareholder loans to portfolio companies | -3,046,029 | -268,940 | -78,961 | |
| Repayment of shareholder loans to portfolio companies | 18,977,024 | 598,580 | 539,428 | |
| Divestment of equity investments | 42,227,148 | 115,230,519 | 35,937,334 | |
| Distribution by portfolio companies | 0 | 0 | 0 | |
| Interest and other portfolio income received | 0 | 0 | 0 | |
| Dividends received | 132,643 | 298,045 | 127,369 | |
| Operating expenses | -9,429,213 | -17,727,997 | -8,082,950 | |
| Income received on marketable securities | 503,762 | 1,466,379 | 950,338 | |
| Other exceptional income | 0 | 0 | 0 | |
| Cash flows from operating activities | 30,351,666 | 7,103,570 | 22,038,213 | |
| Dividends paid to ordinary shareholders | -16,274,362 | -14,956,185 | -14,956,185 | |
| AARC investment | 0 | -20,000,000 | -20,000,000 | |
| Allianz investment | 0 | -15,000,000 | 0 | |
| Apax France VIII-B capital calls | 0 | 64,691 | 0 | |
| Portion attributable to the general partner and Class B | ||||
| shareholders | -7,931,110 | -10,055,006 | -10,055,006 | |
| Change in bank overdraft | 70,000 | |||
| Cash flows from financing activities | -24,135,472 | -59,946,500 | -45,011,191 | |
| Net change in cash and cash equivalents | 6,216,192 | -52,842,928 | -22,972,978 | |
| Cash and cash equivalents at opening | 35,249,362 | 88,092,290 | 88,092,290 | |
| Cash and cash equivalents at closing | 6.3 | 41,465,554 | 35,249,362 | 65,119,312 |
Altamir's consolidated financial statements include the Apax France VIII-B equity fund, in which it holds a 99.90% stake. 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 the financial year 1996.
The Company is domiciled in France. The registered office is located at 45 Avenue Kléber, 75016 Paris (France).
Pursuant to European Regulation 1606/2002 of 19 July 2002, the first-half 2014 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 at: http://ec.europa.eu/internal\_market/accounting/ias/index\_en.htm.
The other accounting rules and methods applied to the first-half financial statements are identical to those used to prepare the consolidated financial statements for the financial year ended 31 December 2013.
These consolidated financial statements cover the period from 1 January to 30 June 2014. They were approved by the Management Company on 27 August 2014.
b) Valuation bases
The consolidated financial statements are 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.
The estimates and underlying assumptions are reviewed on an on-going 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 2014. As of 30 June 2014, the Company had credit lines totalling €26m and a positive cash position of €41.4m. A €1m credit line for overdrafts was in use as of the closing date. It should be noted that, as an SCR, Altamir's debt may not exceed 10% of its net asset value, i.e. €50.9m as of 30 June 2014.
As of 30 June 2014, Altamir exercised sole control over the Apax France VIII-B fund, in which it holds 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 the company and therefore does not share the control of its business activity. Therefore, all such investments are 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". Since their initial recognition, therefore, Altamir has valued all these equity interests at 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, the financial instruments held are carried at fair value as assets on the balance sheet with positive and negative changes in fair value being recognised in profit or loss for the period.
The methods for measuring fair value are detailed in note 6.4.
Hybrid securities 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 balance sheet under the "Investment portfolio" 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 under the line item "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.
Loans and receivables
Pursuant to IAS 39, these investments are classified as "loans and receivables" and carried at their amortised cost. The associated interest income is recognised in profit or loss for the period under the line item "Other portfolio income", 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 deemed payable as soon as an adjusted net income has been recognised. 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, amounts paid to Class B shareholders and to the general partner do not take unrealised capital gains into account.
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 noncurrent liabilities on the balance sheet.
In accordance with IAS 32, treasury shares are recognised as a contra-account to shareholders' equity.
If the Company has surplus cash, it is invested in units of euro-denominated money-market mutual funds, medium-term notes and certificates of deposit that meet the definition of cash equivalents under IAS 7 (short-term, highly liquid investments that are readily convertible to known amounts of cash and are subject to negligible risk of a 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 is recognised under the line item "Income from cash investments" and income from mutual funds is recognised under the line item "Net income from the sale of marketable securities".
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.
(e) Segment information
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, with the exception of those cases described 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 data, such as information published on actual events or transactions, and which reflect assumptions that market participants would use to determine the price of an asset or liability.
An adjustment to level 2 data having a major impact on fair value may cause a reclassification to level 3 if it makes use of significant 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 year
6.5.1 Investments and divestments
The Company invested €3.1m in H1 2014, comprised principally of the following items:
Direct investments:
o €3m in Altrafin
The divestments side of the business generated €42.3m, including related and other revenue.
Altamir received proceeds of €41.4m from the sale of its entire holdings in:
Garda was partially sold for €0.9m.
Altamir submitted an analysis to the AMF, arguing that the Company should be entitled to an exemption from the provisions of the AIFM directive (Article L.532-9). The AMF did not raise any objection to this analysis, given current regulations, but nevertheless indicated that the EU or other competent authorities might take a different position in the future.
In July, the funds managed by Apax France finalised the acquisition of SK FireSafety Group, enabling Altamir to meet its commitment to invest €28.4m via the Apax France VIIIB fund.
At the end of July, the Company received €16m, equivalent to 40% of its initial investment in THOM Europe, following the refinancing of that company's debt via a high-yield placement.
In July, funds advised by Apax Partners LLP committed to acquiring a stake in the Chinese financial company China Huarong Asset Management.
In July; funds advised by Apax Partners LLP committed to investing in Chola, a listed financial company in India.
In August 2014, funds advised by Apax Partners LLP signed an agreement to acquire Answers Corporation, the parent company of Answers.com, a leader in cloud based consumer marketing solutions. The transaction is expected to close in the fourth quarter of 2014.
6.6 Details of financial instruments in the balance sheet and consolidated income statement
(a) Balance sheet
| 30 June 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 | ||
| (in euros) | On option | Derivative s |
||||
| ASSETS | ||||||
| Intangible assets | ||||||
| Investment portfolio (1) | 482,750,497 | 28,235,773 | 510,986,2 71 |
|||
| Other financial assets | 7,118,288 | 362,609 | 7,480,897 | |||
| Sundry receivables | 3,900,599 | 3,900,599 | ||||
| Total non-current assets | 493,769,384 | 0 | 28,598,382 | 0 | 0 | 522,367,7 67 |
| Sundry receivables | 214,141 | 214,141 | ||||
| Other current financial assets | 46,949,181 | 46,949,18 1 |
||||
| Cash and cash equivalents | 41,743,641 | -278,087 | 41,465,55 | |||
| Non-current assets held for sale | 4 0 |
|||||
| Derivatives | 0 | |||||
| Total current assets | 88,692,822 | 0 | 0 | -278,087 | 214,141 | 88,628,87 6 |
| Total assets | 582,462,206 | 0 | 28,598,382 | -278,087 | 214,141 | 610,996,6 43 |
| LIABILITIES | ||||||
| Portion attributable to the general partner and Class B shareholders |
30,459,567 | 0 | 0 | 0 | 0 | 30,459,56 7 |
| Other liabilities | 5,444,811 | 5,444,811 | ||||
| Provision | 32,080 | 32,080 | ||||
| Other non-current liabilities | 5,476,891 | 0 | 0 | 0 | 0 | 5,476,891 |
| Other financial liabilities Trade payables and related |
70,000 | 70,000 | ||||
| accounts | 393,381 | 393,381 | ||||
| Other liabilities | 3,545 | 3,545 | ||||
| Other current liabilities | 0 | 0 | 0 | 466,926 | 0 | 466,926 |
| Total liabilities | 35,936,458 | 0 | 0 | 466,926 | 0 | 36,403,38 5 |
| Investment portfolio (1) | ||||||
| Level 1 - quoted on an active market |
182,873,294 | |||||
| Level 2 - valuation based on techniques using observable market data |
318,250,454 | |||||
| Level 3 - inputs based on unobservable data |
9,862,523 |
| 31 December 2013 | ||||||
|---|---|---|---|---|---|---|
| Fair value through profit or loss |
Loans and receivables | Debts, cash and cash equivalents at amortised |
Liabiliti es outside the |
Total | ||
| (in euros) | On option | Derivatives | cost | scope of IAS 39 |
||
| ASSETS | ||||||
| Intangible assets | ||||||
| Investment portfolio (1) | 450,885,490 | 40,240,094 | 491,125,584 | |||
| Other financial assets | 437,718 | 437,718 | ||||
| Sundry receivables | 3,900,599 | 3,900,599 | ||||
| Total non-current assets | 454,786,089 | 0 | 40,677,812 | 0 | 0 | 495,463,901 |
| Sundry receivables | 284,482 | 284,482 | ||||
| Other current financial assets | 46,827,261 | 46,827,261 | ||||
| Cash and cash equivalents | 31,568,366 | 3,680,995 | 35,249,362 | |||
| Non-current assets held for sale | 0 | |||||
| Derivatives | 0 | |||||
| Total current assets | 78,395,627 | 0 | 0 | 3,680,995 | 284,482 | 82,361,105 |
| Total assets | 533,181,716 | 0 | 40,677,812 | 3,680,995 | 284,482 | 577,825,006 |
| LIABILITIES | ||||||
| Portion attributable to the general partner and Class B shareholders |
28,305,745 | 0 | 0 | 0 | 0 | 28,305,745 |
| Other liabilities | 5,850,672 | 5,850,672 | ||||
| Provision | 32,080 | 32,080 | ||||
| Other non-current liabilities | 5,882,752 | 0 | 0 | 0 | 0 | 5,882,752 |
| Other financial liabilities | 0 | 0 | ||||
| Trade payables and related accounts |
826,168 | 826,168 | ||||
| Other liabilities | 1,355 | 1,355 | ||||
| Other current liabilities | 0 | 0 | 0 | 827,523 | 0 | 827,523 |
| Total liabilities | 34,188,497 | 0 | 0 | 827,523 | 0 | 35,016,022 |
| Investment portfolio (1) Level 1 - quoted on an active market |
134,805,213 | |||||
| Level 2 - valuation based on techniques using observable market data |
347,423,944 | |||||
| Level 3 - inputs based on unobservable data |
8,896,427 |
| 30 June 2014 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Fair value through profit or loss |
Loans and Financial Non receivables debt at cost |
financial instruments |
Total | |||||
| On option | Derivatives | |||||||
| Changes in fair value (1) | 64,394,511 | 3,926,673 | 68,321,184 | |||||
| Valuation differences on divestments during the period |
-2,573,362 | 44,359 | -2,529,003 | |||||
| Other portfolio income | 132,642 | 0 | 132,642 | |||||
| Income from portfolio investments | 61,953,791 | 0 | 3,971,032 | 0 | 0 | 65,924,823 | ||
| Purchases and other external expenses | -8,565,942 | -8,565,942 | ||||||
| Taxes, fees and similar payments | -29,091 | -726,164 | ||||||
| Other income | 331,267 | 331,267 | ||||||
| Other expenses | -190,001 | -190,001 | ||||||
| Gross operating income | 62,285,058 | 0 | 3,971,032 | 0 | -9,482,107 | 56,773,983 | ||
| Portion attributable to Apax France VIII-B Class C unitholders |
405,861 | 405,861 | ||||||
| Portion attributable to the general partner and Class B shareholders |
-10,084,932 | - 10,084,932 |
||||||
| Net operating income | 52,605,987 | 0 | 3,971,032 | 0 | -9,482,107 | 47,094,912 | ||
| Income from cash investments Net income from sale of marketable |
482,549 | 482,549 | ||||||
| securities | 21,213 | 21,213 | ||||||
| Related interest, income and expenses | 535,070 | 535,070 | ||||||
| Other financial expenses | 0 | 0 | ||||||
| Net income attributable to ordinary shareholders |
53,644,819 | 0 | 3,971,032 | 0 | -9,482,107 | 48,133,743 | ||
| Level 1 - quoted on an active market | 45,755,711 |
|---|---|
| Level 2 - valuation based on techniques using observable market data |
21,599,376 |
| Level 3 - inputs based on unobservable data |
966,096 |
| Fair value through profit or loss |
31 December 2013 Loans and receivables |
Financial debt at cost |
Non financial instruments |
Total | ||
|---|---|---|---|---|---|---|
| On option | Derivatives | |||||
| Changes in fair value (1) | 86,293,535 | 16,789 | 86,310,324 | |||
| Valuation differences on divestments during the period |
7,326,465 | 2,250,479 | 9,576,944 | |||
| Other portfolio income | 298,045 | 0 | 298,045 | |||
| Income from portfolio investments | 93,918,045 | 0 | 2,267,268 | 0 | 0 | 96,185,313 |
| Purchases and other external expenses | -16,174,337 | - 16,174,337 |
||||
| Taxes, fees and similar payments | 1,486,624 | 1,486,624 | ||||
| Other income | 4,000 | 4,000 | ||||
| Other expenses | -205,001 | -205,001 | ||||
| Gross operating income | 93,918,045 | 0 | 2,267,268 | 0 | -14,888,714 | 81,296,600 |
| Portion attributable to Apax France VIII-B Class C unitholders |
-3,073,349 | -3,073,349 | ||||
| Portion attributable to the general partner and Class B shareholders |
-14,279,219 | - 14,279,219 |
||||
| Net operating income | 76,565,477 | 0 | 2,267,268 | 0 | -14,888,714 | 63,944,031 |
| Income from cash investments | 1,415,608 | 1,415,608 | ||||
| Net income from sale of marketable securities |
50,771 | 50,771 | ||||
| Related interest, income and expenses | 533,749 | 533,749 | ||||
| Other financial expenses | 0 | 0 | ||||
| Net income attributable to ordinary shareholders |
78,565,605 | 0 | 2,267,268 | 0 | -14,888,714 | 65,944,160 |
| Changes in fair value of the portfolio (1)* | ||||||
| Level 1 - quoted on an active market | 33,399,900 | |||||
| Level 2 - valuation based on techniques using observable market data |
53,271,789 |
Level 3 - inputs based on unobservable data -361,364
The change in fair value for the first half of 2014 broke down as follows:
| (in euros) | 30 June 2014 | 31 December 2013 | 30 June 2013 |
|---|---|---|---|
| Changes in fair value of the portfolio | 68,321,184 | 86,310,324 | 22,147,858 |
| Total changes in fair value | 68,321,184 | 86,310,324 | 22,147,858 |
6.8 Investment portfolio
Changes in the portfolio during the first half of the year were as follows:
| (in euros) | Portfolio |
|---|---|
| Fair value as of 31 December 2013 | 491,125,584 |
| Investments | 19,013,669 |
| Changes in shareholder loans | -15,930,995 |
| Divestments | -44,756,150 |
| Changes in fair value | 68,321,184 |
| Changes in fair value | -6,787,022 |
| Fair value as of 30 June 2014 | 510,986,271 |
| Of which positive changes in fair value | 74,679,812 |
| Of which negative changes in fair value | -13,145,650 |
Changes in the Level 3 investment portfolio during the period were as follows:
| (in euros) | Portfolio |
|---|---|
| Fair value as of 31 December 2013 | 8,896,427 |
| Acquisitions | - |
| Divestments | - |
| Change of category | - |
| Changes in fair value | 966,096 |
| Fair value as of 30 June 2014 | 9,862,523 |
Changes in the Level 2 investment portfolio during the period were as follows:
| (in euros) | Portfolio |
|---|---|
| Fair value as of 31 December 2013 | 347,423,944 |
| Acquisitions | 120,146 |
| Divestments | -44,105,990 |
| Change of category | -6,787,022 |
| Changes in fair value | 21,599,376 |
| Fair value as of 30 June 2014 | 318,250,454 |
The line entitled "Change of category" corresponds to the transfer of Maisons du Monde to "Other financial assets".
Valuation methods are based on the determination of fair value as described in paragraph 6.4.
| 30 June 2014 | 31 December 2013 |
|
|---|---|---|
| % of listed instruments in the portfolio | 35.8% | 27.4% |
| % of listed instruments in NAV | 31.8% | 24.8% |
Portfolio breakdown according to the degree of maturity of the investments:
| (in euros) | 30 June 2014 | 31 December 2013 | |
|---|---|---|---|
| Stage of development | |||
| LBO | 431,126,250 | 432,171,774 | |
| Growth capital | 76,435,255 | 56,444,440 | |
| Venture capital * | 3,424,766 | 2,509,370 | |
| Portfolio total | 510,986,271 | 491,125,584 | |
| * Venture capital: creation/start-up and financing of young companies with proven |
revenue
| (in euros) | 30 June 2014 | 31 December 2013 |
|---|---|---|
| Sector | ||
| Business & Financial Services | 118,364,829 | 147,810,200 |
| Technology and Telecom | 135,341,370 | 95,490,679 |
| Retail & Consumer | 105,090,138 | 105,232,611 |
| Healthcare | 72,287,307 | 74,278,631 |
| Media | 79,902,626 | 68,313,463 |
| Portfolio total | 510,986,271 | 491,125,584 |
6.9 Other non-current financial assets
The investment in Maisons du Monde, totalling €7.1m, was removed from the portfolio as of 30 June 2014 and reclassified as "Other non-current financial assets".
This amount corresponds primarily to a receivable for Vizada for a total of €3.9m.
Other financial assets mainly relate to the AARC funds (€31m) and a tax-efficient capitalisation fund (€15.3m). The AARC funds are funds of hedge funds managed by Apax Partners LLP. These funds focus on investing with managers who:
The risks of this investment are the risks linked to the underlying factors noted above, which are highly volatile and therefore pose a high risk of loss of capital. These risks are, however, mitigated by a policy of concentrating the portfolio on a limited number of funds, spreading risks and seeking out non-correlated investments. The unrealised gain on these funds as of 30 June 2014 was €1,000,000.
In 2013, Altamir invested €15m in an Allianz tax-efficient capitalisation fund. Interest on the fund as of 30 June 2014 was €292,220.41.
6.12 Cash and cash equivalents
This item broke down as follows:
| (in euros) | 30 June 2014 | 31 December 2013 |
30 June 2013 |
|---|---|---|---|
| " Marketable securities " |
41,743,644 | 31,568,366 | 61,782,310 |
| " Cash on hand " |
-278,087 | 3,680,995 | 3,337,003 |
| Cash and cash equivalents | 41,465,554 | 35,249,362 | 65,119,312 |
Marketable securities comprise euro-denominated money-market mutual funds and time deposits.
The number of shares outstanding for each of the categories is presented below:
| 30 June 2014 | 31 December 2013 | |||
|---|---|---|---|---|
| (number of shares) | Ordinary shares | Class B shares |
Ordinary shares | Class B shares |
| Shares outstanding at start of year | 36,512,301 | 18,582 | 36,512,301 | 18,582 |
| Shares outstanding at end of year | 36,512,301 | 18,582 | 36,512,301 | 18,582 |
| Shares held in treasury | 26,551 | - | 18,777 | - |
| Shares outstanding at end of year | 36,485,750 | 18,582 | 36,493,524 | 18,582 |
| NAV per ordinary share | 15.75 | 14.87 | ||
| (cons. shareholders' equity/ordinary shares) |
| 30 June 2014 | 31 December 2013 | |||||
|---|---|---|---|---|---|---|
| (in euros) | Ordinary shares |
Class B shares | Total | Ordinary shares | Class B shares |
Total |
| Par value at end of year | 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 2014 for the financial year 2013 was approximately €0.45 (€0.4459 rounded up to €0.45) per ordinary share outstanding (excluding treasury shares). The NAV per ordinary share (excluding treasury shares) was €15.75 as of 30 June 2014 (€14.87 per share as of 31 December 2013).
This item broke down as follows:
| (in euros) | 30 June 2014 | 31 December 2013 |
|---|---|---|
| Portion attributable to the general partner and Class B shareholders |
30,455,843 | 28,302,021 |
| Class B warrants | 3,724 | 3,724 |
| Total portion attributable to general partner and Class B shareholders |
30,459,567 | 28,305,745 |
The change in the portion attributable to the general partner and Class B shareholders during the year is detailed below:
| (in euros) | Total |
|---|---|
| " 31 December 2013 " |
28,302,021 |
| " Amount paid in 2014 " |
-7,931,110 |
| Portion attributable to general partner and Class B shareholders on 2014 earnings |
10,084,932 |
| Portion attributable to general partner and Class B shareholders |
30,455,843 |
6.15 Other non-current liabilities
Other liabilities (non-current) principally relate to unrealised capital gains owing to the Apax France VIII-B Class C unitholders, based on the fund's performance. These liabilities are due in more than one year.
6.16 Provisions
This item contains a provision relating to the additional tax claimed by the French tax authority for the 2011 CVAE tax, which is based on the value-added generated by the company. Altamir has contested this tax liability with the tax authority.
| (in euros) | 30 June 2014 | 30 June 2013 pro forma |
|---|---|---|
| Sale price | 42,227,148 | 35,937,334 |
| Fair value at start of period | 44,756,150 | 30,709,149 |
| Impact on income | -2,529,003 | 5,228,185 |
| Of which positive price spread on divestments | 645,092 | 5,228,185 |
| Of which negative price spread on divestments |
-3,174,095 | - |
A change in the accounting method for income related to the divestment of financial (investment) instruments was adopted in the second half of 2013. As a result of this amendment, the Company has prepared pro forma accounts for 2012 and the first half of 2013 in order to ensure consistency of presentation between the two financial years. This change in accounting method only alters the composition of the individual lines making up the income from portfolio investments and does not affect the total income itself.
Explanation of the change in method: in the past, income related to financial instruments was systematically written down, as the Company considered that the fair value and the divestment price included this income. Nevertheless, from an accounting point of view, the portion of the price corresponding to this interest was recorded on divestment in "Other portfolio income" rather than in "Valuation differences on divestments during the year". This led to the Company systematically presenting a loss on divestment offset by "other income", meaning that the income statement was misleading. Therefore, in order to better reflect the economic reality of its transactions, the Company has amended its IFRS accounting policies such that on divestment, the portion of the transaction price corresponding to "income from financial instruments" is considered to form an integral part of the divestment price.
By following this approach, the divestment price matches the fair value of the investment sold.
Other portfolio income is detailed as follows:
| (in euros) | H1 2014 | H1 2013 pro forma |
|---|---|---|
| Dividends | 132,642 | 127,369 |
| Total | 132,642 | 127,369 |
Pro forma accounts have been prepared following the change in method set out in paragraph 6.16.
Purchases and other external expenses broke down as follows:
| (in euros) | H1 2014 | H1 2013 | |
|---|---|---|---|
| Direct fees including taxes (1)+(2): | 4,939,823 | 5,301,402 | |
| Altamir Gérance fees (1) | 3,939,534 | 6,686,385 | |
| Other fees and expenses (2) | 1,000,289 | 1,042,888 | |
| Indirect fees including taxes (3): | |||
| Apax VIII-B and Apax VIII LP (3) | 3,626,119 | 2,954,723 | |
| TOTAL EXPENSES AND EXTERNAL PURCHASES (A) = | |||
| (1)+(2)+(3) | 8,565,942 | 8,256,125 | |
| Investment at historical cost | 317,572,515 | 327,934,707 | |
| Commitment to the Apax funds | 339,720,000 | 339,720,000 | |
| TOTAL CAPITAL COMMITTED AND INVESTED (B) | 657,292,515 | 667,654,707 | |
| (A)/(B) | 1.3% | 1.2% | |
| (A)/ANR | 1.5% | 1.7% |
(1) Fees charged by the Management Company and related companies
(2) Fees specific to the listed company
(3) Fees and management costs of the funds in which the company has invested
In H1 2014, fees and management expenses, including taxes, represented 1.3% of capital committed and invested and 1.5% of NAV.
6.20 Taxes, fees and similar payments
The balance of €0.7m in this account corresponds to the 3% tax on dividends paid in 2014 on 2013 earnings.
As Maisons du Monde was reclassified in "Other non-current financial assets", the change in the fair value of this investment was recognised in "Other income".
The balance in this account corresponds primarily to attendance fees paid in 2014.
The positive €535k balance in this account was due to a change in unrealised gains on the AARC funds (€352k) and on the Allianz tax-efficient capitalisation fund (€185k).
Altamir does not use derivative instruments to hedge or gain exposure to market risks (share prices, interest rates, currencies or credit).
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 made up 35.8% of the portfolio as of 30 June 2014 (27.40% as of 31 December 2013) or 31.8% of the total Net Asset Value (24.80% as of 31 December 2013). 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 €22.7m on the valuation of the portfolio as of 30 June 2014.
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% of the multiples of comparable listed companies amounts to €24m.
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 associated with other financial assets and liabilities
Financial assets that have an interest rate component include current accounts, 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.
(c) Currency 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 2014, the only assets denominated in foreign currencies were the shares and debts of six portfolio companies, which represented €14.2m, or 2.97% of total assets (€12.3m, or 2.81% of total assets as of 31 December 2013).
The portfolio's exposure by currency was as follows:
| 30 June 2014 | |||
|---|---|---|---|
| Equity investments |
Sundry receivables |
||
| Canadian Dollars (CAD) |
Canadian Dollars (CAD) |
||
| Assets in euros | 4,279,289 | ||
| Liabilities | |||
| Net position before management Off-balance-sheet position |
4,279,289 | 0 | |
| Net position after management | 4,279,289 | 0 | |
| Impact in euros of a 10% change in the exchange rate |
427,929 | 0 | |
| Equity investments |
Sundry receivables |
||
| US Dollars (USD) |
US Dollars (USD) |
||
| Assets in euros Liabilities |
9,946,880 | 3,897,599 | |
| Net position before management Off-balance-sheet position |
9,946,880 | 3,897,599 | |
| Net position after management | 9,946,880 | 3,897,599 | |
| Impact in euros of a 10% change in the exchange rate |
994,688 | 389,760 |
| 31 December 2013 | |||
|---|---|---|---|
| Equity investments |
Sundry receivables |
||
| Canadian Dollars (CAD) |
Canadian Dollars (CAD) |
||
| Assets in euros | 2,673,440 | ||
| Liabilities | |||
| Net position before | |||
| management | 2,673,440 | 0 | |
| Off-balance-sheet position | |||
| Net position after management | 2,673,440 | 0 | |
| Impact in euros of a 10% change in the exchange rate |
267,344 | 0 | |
| Equity investments |
Sundry receivables |
||
| US Dollars | US Dollars | ||
| (USD) | (USD) | ||
| Assets in euros Liabilities |
9,675,810 | 3,897,599 | |
| Net position before management Off-balance-sheet position |
9,675,810 | 3,897,599 | |
| Net position after management | 9,675,810 | 3,897,599 | |
| Impact in euros of a 10% change in the exchange rate |
967,581 | 389,760 |
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.
The weighted average number of shares outstanding reflects the exclusion of treasury shares.
| Basic earnings per share | H1 2014 | H1 2013 |
|---|---|---|
| Numerator (in euros) | ||
| Income for the period attributable to ordinary shareholders | 48,133,743 | 18,051,640 |
| Denominator | ||
| Number of shares outstanding at start of year | 36,512,301 | 36,512,301 |
| Effect of treasury shares | -22,664 | -34,248 |
| Effect of capital increase | - | - |
| Weighted average number of shares during the year (basic) |
36,489,637 | 36,478,054 |
| Earnings per share (basic) | 1.32 | 0.49 |
| Earnings per share (diluted) | 1.32 | 0.49 |
6.26 Related parties
In accordance with IAS 24, related parties are as follows:
(a) Shareholder
Apax Partners SA as the investment advisor and Altamir Gérance as the Management Company invoiced the Company for total fees of €3,939,534, including tax, in H1 2014 (€8,526,019 including tax in all of 2013).
The amount remaining payable as of 30 June 2014 was €32,633 (468,202 as of 31 December 2013).
(b) Associated companies
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 allowed 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 2014 | H1 2013 |
|---|---|---|
| Income statement | ||
| Valuation differences on divestments during the period |
- | 5,153,142 |
| Changes in fair value | 44,263,978 | 25,791,380 |
| Other portfolio income | - | - |
| Balance sheet | 30 June 2014 | 30 June 2013 |
| Investment portfolio | 232,206,778 | 187,688,613 |
| Sundry receivables | 3,897,599 | 3,897,599 |
Attendance fees paid to members of the Supervisory Board totalled €190,000 in H1 2014 (€205,000 in all of 2013).
The contingent liabilities of the Company broke down as follows:
| (in euros) | 30 June 2014 | 31 December 2013 | |
|---|---|---|---|
| Irrevocable purchase obligations (investment commitments) | 21,500 | 0 | |
| Other long-term obligations (liability guarantees and other) | 1,809,624 | 2,351,401 | |
| Total | 1,831,124 | 2,351,401 | |
| Altamir's investment commitments in Apax France VIII-B | 128,428,204 | 128,428,204 | |
| Altamir's investment commitments in Apax France VIII LP | 45,115,111 | 45,180,000 | |
| Total | 175,374,439 | 175,959,605 |
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 2014, the amount invested was €14.9m.
For information, Altamir has committed to investing €279.7m in Apax France VIII-B. As of 30 June 2014, the amount invested was €151.3m.
| Companies | Commitments as of |
Investments during the |
Commitments | New | Commitments |
|---|---|---|---|---|---|
| 31/12/2013 | period | cancelled | commitments | as of 30/06/14 | |
| as of 30/06/14 | as of 30/06/14 | ||||
| Listed shares | |||||
| Unlisted shares | |||||
| * ETAI (DigitalInvest2) |
0 | 21,500 | 21,500 | ||
| Total | 0 | 0 | 0 | 21,500 | 21,500 |
(b) Liability guarantees and other commitments
The Apax France VIII-B fund has committed, until 31 December 2019, to participate in an increase in the capital of Orthofin I (Amplitude) if the outcome of tax litigation leads to covenants being broken. The share of Apax France VIII-B, and thus of Altamir, is €558,479.
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 can 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:
a 10% or 20% drop in the average market prices of these listed securities compared to the calculation performed on 30 June 2014 would trigger no collateral call for Altamir.
A commitment was given to certain managers of Thom Europe and Infopro 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.
A commitment to sell all of the shares of Groupe Royer was extended to Financière Royer and will be exercisable from January 1, 2015 until January 3, 2019.
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 amounts guaranteed by Altamir decline as follows: €1,251,145 until 31 December 2014 and €652,771 until 31 December 2015. In the event the guarantee is called, the amount will be deducted from the seller financing Altamir has with Magnolia (BC) Luxco.
As part of the sale of Buy Way to Chenavari Investment Managers, two earn-outs may be received in March 2015 and March 2016, based on insurance income.
Securities pledged to Palatine Bank:
As of 30 June 2014, 400,000,000 A1 units, 400,000,000 A2 units and 400,000,000 A4 units in the Apax France VIII-B fund were pledged to Palatine Bank:
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 27 September 2013.
Securities pledged to Transatlantique Bank:
As of 30 June 2014, 657,894,737 A units in the Apax France VIII-B fund were pledged to Transatlantique Bank:
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 2012.
Securities pledged to the bank CIC:
As part of the acquisition of the INSEEC group, the Apax France VIII-B fund has 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 has 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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