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Value8 N.V.

Interim / Quarterly Report Aug 8, 2024

3893_ir_2024-08-08-095159_1e6ab744-bc09-43fd-8aae-97772371fa8e.pdf

Interim / Quarterly Report

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Condensed interim financial report for the six-month period ended 30 June 2024

Value8 NV

Contents

1. Condensed Statement of Financial Position 2
2. Condensed Income Statement for the first half year 4
3. Condensed Statement of Changes in Equity 6
4. Condensed Cash Flow Statement for the first half year 7
5. Accounting policies of Value8 NV 9
6. Private equity investments 10
7. Listed investments 11
8. Overview of private equity investments 13
9. List of listed investments (associates) 13
10. Equity 14
11. Loans granted by related parties 14
12. Loans granted by others 14
13. Income taxes 14
14. Related Party Transactions 14
15. Dividend payments to the shareholders of Value8 NV 14
16. Segmented information 15
17. Events after the balance sheet date 15
18. Contingent liabilities 15
19. Board statement 15

1. Condensed Statement of Financial Position

(after profit appropriation)

(x € 1,000) 30-June-2024 31-Dec-2023
Assets
Fixed assets
Tangible fixed assets 249 312
Property investments 715 715
Private equity investments 21,168 21,045
Loans granted to private equity investments 925 951
Loans granted to listed investments 12,341 11,327
Loans granted to others 387 327
Options listed investments 2,185 513
Listed investments 43,890 39,492
Total fixed assets 81,860 74,682
Loans granted to private equity investments - 689
Listed investments 32,014 32,202
Receivables and accruals 35 348
Cash 640 794
Total current assets 32,689 34,033
Total assets 114,549 108,715
(x € 1,000) 30-June-2024 31-Dec-2023
Equity
Share capital 3,740 3,740
5% Cumulative preference shares 537 537
Share premium 33,864 33,864
Share premium 5% cumulative preference shares 9,054 9,054
Revaluation reserve 6,005 6,005
Other reserves 43,938 38,202
Result 8,873 5,820
Total equity attributable to shareholders of the company 106,011 97,222
Long-term liabilities
Lease and rent liabilities 85 151
Total long-term liabilities 85 151
Current liabilities
Current account with credit institutions 4,504 4,462
Loans granted by related parties 2,277 2,541
Loans granted by others - 2,610
Lease and rent commitments 129 129
Trade and other payables 1,543 1,600
Total current liabilities 8,453 11,342
Total liabilities 8,538 11,493
Total equity and liabilities 114,549 108,715
(x € 1,000) 2024 2023
Operating income
Fair value changes private equity investments - -
Fair value changes listed investments 4,779 1,445
Fair value changes options listed investments 1,672 - 169
Expected credit loss
charge loans to private equity
- 87 - 217
investments
Expected credit loss
charge loans to listed investments
25 -
Interest on loans granted to private equity investments 102 91
Interest on loans granted to listed investments 552 295
Interest on loans granted to others 16 1
Realised results listed investments -
72
-
14
Other income (non-recurring) - 135
Dividends 2,999 1,597
Total operating income 9,986 3,164
Operating costs
Wages, salaries, and payroll taxes 561 548
Other operating expenses 227 278
Depreciation and amortisation 62 61
Total operating expenses 850 887
Finance income and finance expenses
Financial expenses -
263
-
206
Net finance income (expense) 8,873 2,071
Result before tax 8,873 2,071
Income taxes - -
Result after tax 8,873 2,071

2. Condensed Income Statement for the first half year

(x € 1,000) 2024 2023
Attributable to:
Shareholders of the company 8,873 2,071
Result for the financial year 8,873 2,071
Earnings per share attributable to shareholders
Earnings per share attributable to shareholders 0,91 0,20
Statement of comprehensive income
Result for the financial period 8,873 2,071
Total net realised and unrealised results for the financial year 8,873 2,071
Attributable to:
Shareholders of the company 8,873 2,071
Total result for the financial year 8,873 2,071

3. Condensed Statement of Changes in Equity

(x € 1,000) Share
capital
5%
Cumulative
preference
shares
Share
premium
Share
premium
5%
Cumulative
preference
shares
Revaluation
reserve
Other
reserves
Retained
earnings
Total
equity
Balance on 31 December 2022 3,740 412 36,095 6,948 5,829 41,403 - 2,531 91,896
Changes
Profit appropriation 2022 - - - - - -
2,531
2,531 -
Issue of shares - 125 - 2,106 - - - 2,231
Changes in revaluations - - - - 176 -
176
- -
Realised result 2023 - - - - - - 5,820 5,820
Cash dividend - - - - - -
494
- -
494
Stock dividend - - -
2,231
- - - - -
2,231
Balance on 31 December 2023 3,740 537 33,864 9,054 6,005 38,202 5,820 97,222
Changes
Profit appropriation 2023 - - - - - 5,820 -
5,820
-
Realised result 2024 - - - - - 8,873 8,873
Cash dividend - - - - - -
84
- -
84
Balance on 30 June 2024 3,740 537 33,864 9,054 6,005 43,938 8,873 106,011

Ultimo December 2023, the net asset value per share was € 9.37. The net asset value per share as of 30 June 2024 is € 10.28 on an ex-dividend (€ 0.19) basis.

(x € 1,000) 2024 2023
Net profit 8,873 2,071
Depreciation and amortisation 62 61
8,935 2,132
Adjustments for:
Net finance expense 263 205
Fair value changes private equity investments - -
589
Fair value changes listed investments -
4,779
-
856
Fair value changes options listed investments -
1,672
169
Expected credit loss
charge loans to private equity
87 217
investments
Expected credit loss
charge loans to listed investments
-
25
-
Interest on loans to private equity investments -
102
-
91
Interest on loans granted to listed investments -
552
-
295
Interest on loans granted to others -
16
-
1
Operating activities
Private equity investments -
123
-
1,400
Investments in listed interests -
2,179
-
Divestments in listed interests 2,487 458
Loans granted to listed investments -
437
-
60
Redemption of loans to private equity investments 730 410
Loans granted to others -
55
-
305
Realised results listed investments 72 14
Changes in receivables and accruals 314 21
Changes in trade payables and other payables -
57
-
464
Finance costs paid -
263
-
121
Cash flow from operating activities 2,628 -
556

4. Condensed Cash Flow Statement for the first half year

(x € 1,000) 2024 2023
Cash flow from financing activities:
Dividend payment -
181
-
130
Redemption of loans granted by related parties -
33
-
45
Redemption of loans granted by others -
2,610
-
1,865
Loans granted by others - 2,500
Cash flow from financing activities -
2,824
460
Net change in cash and cash equivalents -
196
-
96
Cash and cash equivalents on 1 January -
3,668
-
2,098
Cash and cash equivalents on 30 June -
3,864
-
2,194
Presented in the Statement of Financial position:
Cash and cash equivalents 640 2,121
Amounts owed to credit institutions -
4,504
-
4,315
-
3,864
-
2,194

The cash flow from operating activities cannot be traced euro-for-euro to the amounts in the specifications and statements of changes referenced. The reason is that the changes in investments in those specifications and statements are reported at book value. The following non-cash transaction took place in the first half of 2024: a € 303 dividend from Amsterdamgold.com BV was settled with the loan granted to Value8 of € 303.

5. Accounting policies of Value8 NV

General

Value8 NV's statutory seat is in Amsterdam, the Netherlands (office address: Brediusweg 33, Bussum, the Netherlands. Chamber of Commerce number: 09048032).

Value8 NV's financial year runs from 1 January to 31 December, inclusive. The financial year 2023 ran from 1 January 2023 to 31 December 2023, inclusive. The management prepared this half-year report on 7 August 2024.

Value8 qualifies as an investment company under IFRS.

The main activities of the company are participating in, financing and lending money to natural and/or legal persons and providing guarantees and/or other security towards third parties for its own obligations and/or for obligations for companies in the investment portfolio. The shares of Value8 NV are listed on the official market of Euronext Amsterdam.

The interim financial statements have not been audited. The figures as of 31/12/2023 are derived from the 2023 annual accounts. The 2023 annual accounts have not been audited. This half-year report should be read in conjunction with the press release issued on 1 August 2024.

Significant accounting policies

International Financial Reporting Standards

The interim financial statements for the period of 1 January to 30 June 2024, inclusive, have been prepared in accordance with IAS 34 "Interim Financial Reporting" and do not contain all the information and disclosures required for annual financial reporting. These interim financial statements have been prepared on the same basis as those set out in the financial statements for the period of 1 January 2023 to 31 December 2023 (published 30 April 2024).

The interim financial statements for the period of 1 January to 30 June 2024, inclusive, should be read in conjunction with the 2023 financial statements published on 30 April 2024.

The principles have not changed compared to the previous interim financial statements for the first half of 2023.

IFRS standards and interpretations effective from 1 January 2024 have no material impact on the accounting policies of Value8 NV.

Estimates

The interim financial statements for the first half of 2024 have been prepared in accordance with IAS 34 "Interim Financial Reporting" which requires management to make estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income, and expenses. Realized amounts may differ from these estimates.

6. Private equity investments

Value8 finances companies in its investment portfolio with loans where appropriate. Value8 monitors the fair value of its private equity investments based on the total asset value of the underlying investment.

30 June 2024 31 December 2023
Private equity investments Equity
investment
Loans
granted
Total IFRS
Level
Equity
investment
Loans
granted
Total IFRS
Level
Amsterdamgold.com
BV
5,757 - 5,757 3 5,757 *-
303
5,454 3
Concordia Holding
NV
5,520 - 5,520 3 5,520 - 5,520 3
Deal Value Group
BV
4,273 - 4,273 3 4,150 - 4,150 3
BK Group International
BV
1,895 - 1,895 3 1,895 689 2,584 3
Skysource Holding
BV
2,011 125 2,136 3 2,011 151 2,162 3
AA Circular
BV
1,630 - 1,630 3 1,630 - 1,630 3
Other private equity
investments
82 800 882 3 82 800 882 3
21,168 925 22,093 21,045 1,337 22,382

* The loan granted to Value8 by Amsterdamgold.com in September 2023 is presented in current liabilities in the Statement of Financial Position (Loans from related parties) per 31 December 2023. All private equity investments and loans listed above are presented as fixed assets. In accordance with IFRS 9, provisions are made on loans granted based on the estimated risk profile and the security provided.

Private equity investment valuations as of 30 June 2024

Private equity investments in the company's investment portfolio include unlisted associates as well as unlisted investments (available for sale). With these investments, the intention is to dispose of the interest after a medium term. Because these investments relate to unlisted companies (therefore not liquid), these interests are classified as non-current assets. Private equity investments are accounted for based on fair value with fair value movements recognized through profit or loss. Given the underlying characteristics of the private equity investments in the investment portfolio (unlisted large, medium-sized, and small SMEs), the fair value is mostly determined based on

the price of a recent transaction (IFRS Level 3) or based on a DCF calculation (IFRS Level 3). In other cases, the multiplier method (IFRS Level 3) is used, but only when the underlying characteristics of the investment justify the application of a multiplier method. The fair value of investments in which no future cash flows are expected, except for the settlement of the company to be liquidated, is determined using the net assets method (IFRS Level 3).

Regarding the enterprise value of the private equity investments as per 30 June 2024, the principles used in the 2023 financial statements are followed. If the company's prospects on the publication date of the 2024 interim financial report for the six months ended 30 June 2024 deviate substantially from the prospects on the publication date of the 2023 financial statements, the enterprise value is re-determined by means of a DCF calculation. Managers of the companies in which Value8 invests, report monthly on the financial and operational performance of the company, on the basis of which Value8 is able to monitor the fair value development of the investments.

7. Listed investments

The listed investments in Value8's portfolio are traded on a (regulated) market. A characteristic of a (regulated) market is that the closing prices of listed investments are both available and representative of the fair value of the listed investments. In accordance with IFRS 13-B34, shares of a listed companies in an active market are valued at the closing price on the valuation date. In principle, for investments in listed companies in an inactive market, the closing price on the balance sheet date is initially used if there are frequent transactions during the reporting year. If there are no frequent transactions during the financial year in an inactive market, a discount is applied to the share price on the balance sheet date.

If shares are held in a listed investment that is not listed "letter shares", a discount is applied to the share price on the balance sheet date for illiquidity reasons.

30 June 2024 31 December 2023
Listed investments Equity
investment
Loans
granted
Total IFRS
Level
Equity
investment
Loans
granted
Total IFRS
Level
Renewi plc 14,922 - 14,922 1 13,991 - 13,991 1
Ctac NV 12,769 - 12,769 1 13,168 - 13,168 1
Almunda Professionals NV 12,591 322 12,913 1/3 12,898 - 12,898 1/3
Morefield Group NV 24,450 11,361 35,811 1/3 18,338 10,740 29,078 1/3
MKB Nedsense NV 3,834 - 3,834 1/3 4,929 - 4,929 1/3
IEX Group NV 2,565 - 2,565 1 2,810 - 2,810 1
Cumulex
NV
450 658 1,108 3 517 587 1,104 3
Other listed securities* 4,323 - 4,323 1 5,043 - 5,043 1
75,904 12,341 88,245 71,694 11,327 83,021

* Regarding one of the other investments (TABS Holland), a discount was applied to the share price because of the limited number of trades in this share (Level 3).

Listed investments, equity and loans granted 30 June 2024 31 December 2023
Presented
as non-current assets
56,231 50,819
Presented
as current assets
32,014 32,202
88,245 83,021

In accordance with IFRS 9, provisions are formed on loans granted based on the estimated risk profile and the security provided. Assumptions and estimates used in the methods applied (particularly for valuations that are not based on or derived

from stock exchange listings) have an important influence on the valuation. If, upon realization, reality deviates from the assumptions and estimates used, there is a possibility that the valuation used may differ from the realization.

8. Overview of private equity investments

Private equity investment City/country Participation in Participation in
% 30-06-2024 % 31-12-2023
Amsterdamgold.com BV Amsterdam, the Netherlands 100% 100%
Concordia Holding NV Meppel, the Netherlands 25% 25%
Deal Value Group BV Amsterdam, the Netherlands 31% 31%
BK Group International BV Amsterdam, the Netherlands 100% 100%
AA Circular BV Rijsenhout, the Netherlands 65% 65%
Skysource Holding BV Eindhoven, the Netherlands 100% 100%
Other private equity investments:
PAVO Zorghuizen BV Tegelen, the Netherlands 100% 100%
DS Petcare BV Amsterdam, the Netherlands 100% 100%
Buhrs International Group BV Amsterdam, the Netherlands 100% 100%
Portan NV Amsterdam, the Netherlands 100% 100%
Kersten Healthcare BV Amsterdam, the Netherlands 85% 85%

9. List of listed investments (associates)

Listed investment City/country Participation in Participation in
% 30-06-2024 % 31-12-2023
Morefield Group NV Willemstad, Curaçao 87% 87%
Ctac NV Den Bosch, the Netherlands 29% 29%
Almunda Professionals NV Nieuwegein, the Netherlands 50% 50%
MKB Nedsense NV Amsterdam, the Netherlands 60% 60%
IEX Group NV Amsterdam, the Netherlands 37% 37%
Cumulex NV Diegem, Belgium 76% 76%

10. Equity

Value8's authorized capital as of 30 June 2024 amounts to € 7,280 and consists of: 2.8 million A shares (with a nominal value of € 0.35), 14 million B shares (with a nominal value of € 0.35) and 4 million cumulative preference C shares (with a nominal value of € 0.35).

As of 30 June 2024:

  • 10,685,792 B shares with a nominal value of € 0.35 were issued and fully paid up. Value8 has 1,081,905 treasury B shares in its portfolio, bringing the number of outstanding shares to 9,603,887.
  • 1,534,612 cumulative preference financing C shares with a nominal value of € 0.35 were issued and fully paid up. Value8 has 420,390 treasury C shares in its portfolio.

A and B shares have the same rights, except B shares are listed on Euronext Amsterdam. The revaluation reserve is restricted and nondistributable.

The cumulative preference C shares pay a dividend equal to 5% calculated on the nominal amount, plus the amount of share premium that was paid up with the first issued C share (base value € 6.25 per C share issued). The cumulative preference C shares are listed on the official market of Euronext Amsterdam.

Earnings per share

The calculation of the earnings per share for the first half of 2024 is based on the € 8,873 result attributable to shareholders, less the 5% cumulative preference dividend attributable to the holders of cumulative preference C shares and the average number of outstanding shares of 9,603,887 from 1 January to 30 June 2024, inclusive.

Earnings per share for the first half year of 2024 amount to € 0.91 (€ 0.20 for the period of 1 January 2023 to 30 June 2023, inclusive).

The diluted earnings per share are equal to the earnings per share as there are no exercisable rights to shares in Value8 NV.

11. Loans granted by related parties

Value8 has previously received a short term loan from MKB Nedsense. The loan terms are similar to third party loan terms. The entire amount of the loan is € 2,277.

The loan granted by Amsterdamgold.com BV of € 303 was settled with the 2023 dividend distribution in May 2024.

12. Loans granted by others

Additional financing of € 2,610 (31 December 2023) is repaid early 2024.

13. Income taxes

Corporate income tax is accounted for based on the prevailing corporate income tax rate. To a significant extent, Value8's result can be offset by results that fall under the participation exemption for tax purposes.

14. Related Party Transactions

Transactions with associates are conducted on an arm's length basis on terms similar to transactions with third parties.

15. Dividend payments to the shareholders of Value8 NV

On 10 May 2024, € 0.075 dividend per cumulative preference C share was paid for the first quarter of 2024. On 22 July, € 0.075 per C share was paid for the second quarter. An optional dividend for 2023 of € 0.19 per share, whereby shareholders can choose between a cash dividend or a stock dividend, is subject to approval by the General Shareholders Meeting, to be held later this year.

16. Segmented information

can be made in the form of equity or loans. This results in the following segmentation.

Value8 invests in private companies (private equity investments) and in listed companies. Investments

30 June 2024 31 December 2023
Sectors Equity
investment
Loans
granted to
Total Equity
investment
Loans
granted to
Total
Private equity investments 21,168 925 22,093 21,045 1,640 22,685
Listed investments 78,089 12,341 90,430 72,207 11,327 83,534
99,257 13,266 112,523 93,252 12,967 106,219
1 January until 30 June 2024 1 January until 30 June 2023
Sectors Fair value
changes
Realised
results
Total Fair value
changes
Realised
results
Total
Private equity investments - 87 2,535 2,448 216 1,155 1,371
Listed investments 6,476 1,046 7,522 4,546 2,124 6,670
Other income - 16 16 - 142 142
6,389 3,597 9,986 4,762 3,421 8,183

17. Events after the balance sheet date

There are no events after the balance sheet date.

18. Contingent liabilities

As of 30 June 2024, there is an undrawn contingent liability of € 4,700 on current account facilities issued by Value8 to associates within the portfolio.

19. Board statement

The Board of Directors declares that, to the best of their knowledge:

  1. the 2024 semi-annual report provides a true and fair view of the company's assets, liabilities, financial position, and results; and that

  2. the semi-annual report provides a fair view of the important events that occurred in the first six months of 2024 and their effect on the semi-annual financial statements, as well as a description of the main risks and uncertainties for the remaining six months of the financial year.

Bussum, 7 August 2024

P.P.F. de Vries, CEO G.P. Hettinga, board member

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