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Altamir

Interim / Quarterly Report Aug 29, 2014

1100_ir_2014-08-29_bcf47b83-c941-458d-bdc4-72d9ddb10eac.pdf

Interim / Quarterly Report

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Altamir First-half 2014 management report

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.

1) Operations and performance in the first half of 2014

A) Performance

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).

B) Investments and divestments in the first half of 2014

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:

  • Altamir invested €0.3m in Genex Services Inc., an American provider of integrated managed care services in the Workers' Compensation sector. The company's "Speciality Networks" division was sold to One Call Care, a company acquired in December 2013. This investment was carried out via the Apax VIII LP fund,
  • o Altamir invested an additional €3.0m in holding company Altrafin in order to increase its stake in Altran.
  • o In June, the Company made a commitment to invest €28.4m in SK FireSafety Group via the Apax VIII-B fund. Based in the Netherlands, SKG is a leader in security equipment in Northern Europe, specialised in three sectors: the sale and maintenance of fire safety products (extinguishers, hoses, etc.), the design and installation of fire detection and extinction systems (B-to-B and oil & gas), and the maintenance of airborne safety equipment (extinguishers, oxygen masks, life rafts, etc. for use in airplane cabins).

<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:

  • o In early April, Altamir finalised the sale of Buy Way for €40.0m, or 8.3x its initial investment, including the dividend received in 2013. The transaction includes two earn-outs in 2015 and 2016 equivalent to 1.2x the acquisition price. These earn outs have not been included in the accounts at 30th June 2014.
  • o Altamir sold shares of the listed company DBV Technologies into the market, generating proceeds of €1.3m. DBV is the last venture capital company remaining in Altamir's portfolio.
  • o Altamir received a distribution of €0.8m from Garda as the result of a refinancing.
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.

E) Cash holdings

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.

F) Other events during the first half of 2014

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.

G) Key events since 30 June 2014

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.

Il Financial information

A) Valuation of the securities in the portfolio

The methods used to value portfolio securities are described in detail in the notes to the consolidated (IFRS) financial statements.

Summary:

Altamir uses valuation methods based on International Private Equity Valuation (IPEV) guidelines, which in turn comply with IFRS (fair value).

B) First-half 2014 consolidated financial statements Consolidated (IFRS) income statement

(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.

Consolidated (IFRS) balance sheet

(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

C) Associated companies

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.

D) Shareholders

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:

  • Above 10% and 15% of the share capital and voting rights of Altamir, to 18.03% of the share capital and voting rights of the Company, by virtue of proxies that it received prior to Altamir's Annual General Meeting;
  • Below 15% and 10% of the share capital and voting rights of the Company, to 9.97% of the share capital and voting rights of the Company, following the expiry of these proxies.

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.

E) Directors

Attendance fees paid to members of the Supervisory Board with respect to 2013 totalled €260,000.

III) Principal risks

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.

IV) Certification of the first-half financial report

"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

CHANGES IN IFRS SHAREHOLDERS' EQUITY - ALTAMIR

(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

CHANGES IN IFRS SHAREHOLDERS' EQUITY - ALTAMIR

(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

(in euros) Share capital Share premium Treasury shares Reserves Net income for the period TOTAL SHAREHOLDERS' EQUITY as of 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 as of 30 June 2014 219,259,626 102,492,980 -301,356 205,008,261 48,133,743 574,593,255

CHANGES IN IFRS SHAREHOLDERS' EQUITY - ALTAMIR

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

6.1 Entity presenting the financial statements

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).

  • 6.2 Basis of preparation
  • a) Declaration of conformity

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:

  • financial instruments for which the Company has chosen the "fair value through profit or loss" option, pursuant to the provisions of IAS 28 and IAS 31 for "venture capital organisations" whose purpose is to hold a portfolio of securities with a view to selling them in the short or medium term;
  • derivative financial instruments;
  • the portions attributable to the general partner and Class B shareholders;
  • the portions attributable to Apax France VIII-B Class C unitholders.

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.

  • 6.3 Principal accounting methods
  • 6.3.1 Method of consolidation of equity interest securities

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.

6.3.2 Other accounting methods

The accounting methods described below have been applied consistently to all periods presented in the consolidated (IFRS) financial statements.

(a) Portfolio valuation

Equity instruments

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.

(b) Debt and shareholders' equity

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.

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 noncurrent liabilities on the balance sheet.

In accordance with IAS 32, treasury shares are recognised as a contra-account to shareholders' equity.

(c) Cash equivalents and other short-term investments

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".

(d) Tax treatment

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:

Category 1 shares

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.

Category 2 shares

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.

Category 3 shares

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

Investments through the Apax France VIII-B fund:

  • o Sales to managers and repayment of a shareholder loan, which decreased our acquisition cost by €0.05m.
  • o €0.01m in the INSEEC Group

Investments through the Apax VIII LP fund:

  • o Following the definitive closing of the Apax VIII LP fund, Altamir's percentage stake in GlobalLogic was adjusted, leading to a €0.2m reduction in the purchase price;
  • o Following the definitive closing of the Apax VIII LP fund, Altamir's percentage stake in Garda World Security Corporation was increased, leading to a €0.009m increase in the purchase price;
  • o Following the definitive closing of the Apax VIII LP fund, Altamir's percentage stake in One Call / Align was increased, leading to a €0.015m increase in the purchase price;
  • o Following the definitive closing of the Apax VIII LP fund, Altamir's percentage stake in Rhiag was increased, leading to a €0.004m increase in the purchase price;
  • o Following the definitive closing of the Apax VIII LP fund, Altamir's percentage stake in rue21 was increased, leading to a €0.008m increase in the purchase price;
  • o Altamir invested €0.3m in Genex Services Inc., a US healthcare company, and subsequently sold the company's "Speciality Networks" division to One Call Care, a company acquired in December 2013.

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:

  • Buy Way (€40.05m), with the transaction including two earn-outs in 2015 and 2016 worth an additional amount of 1.2x the acquisition price;
  • DBV Technologies (€1.3m);
  • Financière Season (€0.05m).

Garda was partially sold for €0.9m.

6.5.2 Other events

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.

6.5.3 Key events since 30 June 2014

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

6.6.1

(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

(b) Consolidated income statement

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

Changes in fair value of the portfolio (1)*

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

6.7 Changes in fair value

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".

6.10 Sundry receivables

This amount corresponds primarily to a receivable for Vizada for a total of €3.9m.

6.11 Other current financial assets

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:

  • Heavily weight underlyings such as interest rates, exchange rates and commodities while also investing in energy, shares and convertible bonds.
  • Apply investment methodologies which range from a discretionary short-term approach, to fundamental methodologies based on mathematical models and value analysis.

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.

6.13 Shareholders' equity

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).

6.14 Portion attributable to general partner and Class B shareholders

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.

6.17 Valuation differences on divestments during the period

(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.

6.18 Other portfolio income

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.

6.19 Purchases and other external expenses (including taxes)

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.

6.21 Other income

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".

6.22 Other expenses

The balance in this account corresponds primarily to attendance fees paid in 2014.

6.23 Related interest, income and expenses

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).

6.24 Sensitivity

Altamir does not use derivative instruments to hedge or gain exposure to market risks (share prices, interest rates, currencies or credit).

  • (a) Risks related to fluctuations in listed share prices
  • 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 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.

  • (b) Interest rate risks
  • 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 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.

6.25 Earnings per share

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

(c) Principal directors

Attendance fees paid to members of the Supervisory Board totalled €190,000 in H1 2014 (€205,000 in all of 2013).

6.27 Contingent liabilities

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.

(a) Investment commitments

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

Liability guarantees

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:

  • A portion of the proceeds from the sale of Mobsat Group Holding was placed in escrow by Chrysaor and the managers' holding companies. Altamir's share of the escrow balance was €9,666,771 as of 31 December 2011, based on a €/\$ exchange rate of 1.2939. Altamir recognises part of this escrow balance as a receivable from Chrysaor. The first instalment, of one-third of the escrow balance, was released after six months, in June 2012. The two remaining tranches, representing a total of €4,683,151 based on a €/\$ exchange rate of 1.369, will be released in December 2014 (25%), and in December 2016 (the remaining 75%).

Other off-balance-sheet commitments

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.

Other income to be received

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.

Pledged securities

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:

  • to support two credit lines totalling €8m, undrawn as of 30 June 2014.

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:

    • to support a credit line of €5m, undrawn as of 30 June 2014.

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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