Quarterly Report • Aug 4, 2011
Quarterly Report
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The quantitative data contained in this report comes from the Company's customary accounting process. The report has been prepared by the Management Company, presented to the Supervisory Board on 29 July 2011 and reviewed by the statutory auditors.
Net Asset Value per share1 was €12.68 at 30 June 2011, compared to €11.59 at 31 December 2010, up 9.4% over the first half of 2011 and up 4.2% from 31 March 2011 (€12.17). This first-half performance reflects a rise in the share prices of listed companies in the portfolio (Altran Technologies, GFI Informatique), the revaluation of companies being sold (Prosodie, Outremer Telecom), and the operational performance of portfolio companies.
The IFRS consolidated financial statements show net income of €39.8m (compared to a profit of €4.4m at 30 June 2010).
Since the beginning of 2011, Altamir Amboise has followed a new process for investing in Apax Partners funds. The company now invests directly in the Apax France VIII fund through a dedicated private equity fund (FCPR), Apax France VIII-B, and no longer in co-investment with the funds as before.
Through this fund, the company has invested €43.3m in three new companies:
1 NAV net of tax liabilities, share of the Limited Partners holding ordinary shares
- Numericable Belgium/Luxembourg (€17.3m): This company, which has an attractive triple play offer, is the leading cable operator in the Brussels region (approximately 100,000 subscribers) and has 25% of the Luxembourg market (about 30,000 subscribers).
These disposals primarily include:
These transactions generated €8.7m of gain net of reversals and related revenues (€5.8m at 30 June 2010).
At 30 June 2011, the Altamir Amboise portfolio was made up of 30 holdings. The top 10 investments represented 79% of the portfolio at fair value, compared to 88% at 31 December 2010.
| Consolidated portfolio Altamir Amboise/Ahau30/France VIII - B |
Cost (€ million) |
Fair value (€ million) |
% of portfolio at fair value |
|---|---|---|---|
| Prosodie (Camelia Participations) | 17.1 | 77.6 | 16.4% |
| Vizada | 18.9 | 44.1 | 9.3% |
| Altran | 46.5 | 40.5 | 8.5% |
| THOM Europe (Histoire d'Or-Marc | |||
| Orian) | 40.2 | 40.2 | 8.5% |
| Maisons du Monde | 26.3 | 32.8 | 6.9% |
| Séchilienne | 37.6 | 32.2 | 6.8% |
| Infopro | 28.2 | 31.6 | 6.7% |
| Afflelou | 10.7 | 28.8 | 6.1% |
| Capio | 20.8 | 23.9 | 5.0% |
| Buy Way (Wallet) | 5.5 | 23.1 | 4.9% |
| Total 10 holdings | 251.8 | 374.7 | 79.0% |
At 30 June 2011, the value of the portfolio was €474.0m (79% in unlisted holdings and 18% in listed holdings).
Apax Partners, together with Altamir Amboise and the Prosodie management team, signed an exclusive agreement with Capgemini for the sale of Prosodie, a leading multichannel transaction services provider, based on an enterprise value of €382 million.
Apax Partners, together with Altamir Amboise, and Jean-Michel Hégésippe, CEO and founder of Outremer Telecom, signed an agreement with Axa Private Equity for the sale of all of their shares of Groupe Outremer Telecom, representing 52.26% of the company's capital, for a price of €12 per share.
The valuations of these companies at 30 June 2011 reflect their sale price.
As part of a liability guarantee to save a portion of the sale price being deposited in escrow, Altamir Amboise received a demand guarantee from a bank in the amount of €1,916,146. This includes the guarantee given to FCPR Ahau 30.
In light of the disposals of Prosodie and Groupe Outremer Telecom, the Management Company determined that Altamir Amboise had sufficient resources to increase its commitment to the Apax FR VIII-B fund. After consultation with the Supervisory Board on 16 June 2011, it decided:
to increase Altamir Amboise's subscription commitment in the Apax France VIII-B fund from an amount of between €125m and €200m, to an amount of between €200m and €280m
to maintain Altamir Amboise's share in any new investment at the upper range of its commitment, from 16 June 2011 until 31 January 2012.
Accordingly, and given the new subscription commitments received by the Apax France VIII-A fund, the rate of investment of Apax France VIII-B with Apax France VIII-A for this period was increased to 40% (Amplitude, Numericable Belgium/Luxembourg), versus 30% for the initial investment made previously (Vocalcom).
At end-June 2011, the Apax France VIII fund reached a final amount of €705m in subscriptions between Apax France VIII-B (dedicated to Altamir Amboise) and Apax France VIII-A (combining the Fund's other investors).
In the event that Altamir Amboise is led to co-invest in a new investment in the second half of 2011 jointly with FCPR Apax France VII, which has a balance of subscriptions receivable, the Management Company has decided to set Altamir Amboise's co-investment rate at 43%, consistent with the rate applied since 1 July 2007.
Altamir Amboise uses valuation methods based on the International Private Equity Valuation (IPEV) organisation guidelines, which are IFRS compliant (fair value).
In applying these standards, Altamir Amboise uses the following valuation policy:
a. Listed securities are valued at their latest market price, without discount, except for securities subject to tradability restrictions, which are carried at a discount of between 5% and 25%.
b. Unlisted securities, after a 12-month holding period, are valued using multiples of comparable companies at a discount of up to 30%. The sample of comparable multiples used includes those of listed companies as well multiples of recent transactions.
One company in the portfolio was revalued before 12 months based on its net assets, which were significantly higher than its cost.
c. Some securities, mainly venture capital, are valued at the last round of financing with or without discount or on the basis of fixed values.
| (€ thousands) | 30 June 2011 6 months |
30 June 2010 6 months |
31 December 2010 12 months |
|---|---|---|---|
| Changes in fair value of the portfolio Valuation differences on |
45,207 | 10,459 | 6,486 |
| disposals during the period | 144 | 1,043 | 20,895 |
| Other portfolio income | 8,825 | 78 | 8,974 |
| Income from equity portfolio | 54,176 | 11,580 | 36,355 |
| Gross operating income | 49,868 | 7,290 | 27,306 |
| Net operating income | 39,661 | 6,193 | 55,240 |
| Net income attributable to ordinary shareholders |
39,822 | 4,394 | 20,345 |
| Basic earnings per share in euros |
1.09 | 0.12 | 0.56 |
Income from the equity portfolio in the first half of 2011 reflects:
a. Capital gains realised, calculated as the difference between the actual disposal price of the securities sold (mainly the full disposals of Cegid, Corvalve, Evotec, Hubwoo and the partial disposal of Hybrigenics) and their IFRS fair value at 31 December of the previous year;
b. The change in fair value since 31 December of the previous year;
c. Interest received on the Capio Spain transaction.
Gross operating income includes operating expenses for the period.
Net operating income is the difference between the gross operating income and the share of income 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.
| (€ thousands) | 30 June 2011 |
31 December 2010 |
|---|---|---|
| TOTAL NON-CURRENT ASSETS | 474,339 | 405,715 |
| TOTAL CURRENT ASSETS | 12,684 | 30,833 |
| TOTAL ASSETS | 487,023 | 436,549 |
| TOTAL SHAREHOLDERS' EQUITY | 462,975 | 423,132 |
| SHARE ATTRIBUTABLE TO GENERAL PARTNERS AND CLASS B SHAREHOLDERS OTHER NON-CURRENT LIABILITIES |
21,674 1,532 |
11,467 1,635 |
| OTHER CURRENT LIABILITIES | 842 | 315 |
| TOTAL LIABILITIES AND |
Significant influence is presumed when the percentage of the Company's voting rights is higher than 20%.
SHAREHOLDERS' EQUITY 487,023 436,549
Investments subject to significant influence are not accounted for by the equity method, as allowed under IAS 28. However, they are related parties. Closing balances, as well as transactions from the period, are presented in the notes to the consolidated financial statements.
At 30 June 2011, the number of shares totalled 36,512,301.
On that date, the partners of Apax Partners owned 9,027,841 shares or 24.72% of the capital, compared to 8,160,689 shares representing 22.35% of the capital at 31 December 2010.
Crossing of ownership thresholds:
This increase was confirmed by three successive letters posted by Apax Partners SNC to the AMF (French financial markets regulator), the last dated 10 March 2011. Apax Partners SNC reported that it had crossed the threshold of 20% of the share capital and voting rights of the company Altamir Amboise, and owned 7,340,953 shares representing 20.11% of the capital.
On that same date, Apax Partners SNC, Apax Partners SA and the partners of Apax Partners together owned 8,426,028 shares or 23.08% of Altamir Amboise's capital.
The attendance fees paid in 2011 to members of the Supervisory Board for the 2010 financial year amounted to €90,000 (the same amount as last year).
The Management Company has not identified additional risks to those indicated in the 2010 Reference Document filed on 8 March 2011 under number D.11-0105. This document is available on the company website: www.altamir-amboise.fr The risk factors are listed in Section VII of the supplemental disclosures, on pages 141 et seq.
"I hereby certify, to the best of my knowledge, that the complete financial statements for the halfyear ended have been prepared in conformity with applicable accounting standards, and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the businesses included in the consolidation, and that the half-year financial report appended hereto presents a true and fair picture of the key events that occurred during the first six months of the financial year, their impact on the financial statements, the principal transactions between related parties, and a description of the principal risks and uncertainties for the six remaining months of the year".
Maurice Tchenio Chairman of the Management Company of Altamir Amboise
| 30 June 2011 | 31 December 2010 | 30 June 2010 | ||
|---|---|---|---|---|
| (in euros) | Note | 6 months | 12 months | 6 months |
| Changes in fair value of portfolio | 45,206,700 | 6,486,350 | 10,459,223 | |
| Valuation premiums over disposals during the period | 5.11 | 144,343 | 20,894,982 | 1,042,999 |
| Other portfolio income | 5.12 | 8,825,255 | 8,973,568 | 77,749 |
| Income from investment portfolio | 54,176,298 | 36,354,900 | 11,579,971 | |
| Purchases and other external charges | 5.13 | -4,291,880 | -8,910,344 | -4,258,910 |
| Duties, taxes and similar payments | -16,337 | -138,234 | -31,220 | |
| Other income | 0 | 0 | 0 | |
| Other expenses | 0 | 0 | 0 | |
| Gross operating income | 49,868,082 | 27,306,322 | 7,289,841 | |
| Share corresponding to general partners and B shareholders |
5.10 | -10,206,816 | -5,066,507 | -1,096,898 |
| Net operating income | 39,661,266 | 22,239,815 | 6,192,943 | |
| Income from cash investments | 251,017 | 162,762 | 42,650 | |
| Net income from disposal of marketable securities | 387 | 138 | 8 | |
| Interest, similar revenue and expenses | -22 | -4,205 | -4,205 | |
| Other financial expenses | -90,000 | -2,053,330 | -1,837,253 | |
| Net income accruing to ordinary shareholders | 39,822,646 | 20,345,180 | 4,394,143 | |
| Income per share | 5.15 | 1.09 | 0.56 | 0.12 |
| Income per diluted share | 5.15 | 1.09 | 0.56 | 0.00 |
The company has no revenue or expense items not recognised in the income statement that would impact the statement of comprehensive income.
| (in euros) | Note | 30 June 2011 | 31 December 2010 | 30 June 2010 |
|---|---|---|---|---|
| NON-CURRENT ASSETS | ||||
| Intangible fixed assets | 0 | 0 | 0 | |
| Investment portfolio | 5.7 | 474,031,760 | 405,429,578 | 437,277,971 |
| Other financial assets | 307,431 | 285,575 | 147,227 | |
| TOTAL NON-CURRENT ASSETS | 474,339,191 | 405,715,153 | 437,425,198 | |
| CURRENT ASSETS | ||||
| Other receivables | 200,588 | 182,958 | 648,860 | |
| Other current financial assets | 0 | 0 | 0 | |
| Cash and cash equivalents | 5.8 | 12,482,918 | 30,650,481 | 8,192,591 |
| TOTAL CURRENT ASSETS | 12,683,506 | 30,833,439 | 8,841,451 | |
| TOTAL ASSETS | 487,022,697 | 436,548,592 | 446,266,649 | |
| SHAREHOLDERS' EQUITY | ||||
| Share capital | 5.9 | 219,259,626 | 219,259,626 | 219,259,626 |
| Premiums | 102,492,980 | 102,492,980 | 102,492,980 | |
| Reserves | 101,399,542 | 81,034,443 | 80,896,088 | |
| Income for the fiscal year | 39,822,646 | 20,345,180 | 4,394,143 | |
| TOTAL SHAREHOLDERS' EQUITY | 462,974,795 | 423,132,229 | 407,042,837 | |
| SHARE CORRESPONDING TO GENERAL PARTNERS AND B SHAREHOLDERS |
5.10 | 21,673,804 | 11,466,988 | 7,497,379 |
| Provisions | 1,532,401 | 1,634,566 | 1,530,618 | |
| OTHER NON-CURRENT LIABILITIES | 1,532,401 | 1,634,566 | 1,530,618 | |
| Other financial debts | 14,993 | 14,993 | 27,739,445 | |
| Trade notes and accounts payable | 706,418 | 298,154 | 323,309 | |
| Other debts | 120,287 | 1,662 | 2,133,055 | |
| OTHER CURRENT LIABILITIES | 841,698 | 314,809 | 30,195,809 | |
| TOTAL LIABILITIES | 487,022,697 | 436,548,592 | 446,266,649 |
| (in euros) | Share capital |
Premium | Treasury shares |
Reserves | Income for the year |
TOTAL |
|---|---|---|---|---|---|---|
| SHAREHOLDERS' EQUITY 31 December 2009 | 219,259,626 | 102,492,980 | -325,873 | 36,508,194 | 44,673,772 | 402,608,699 |
| 4,393,143 | 4,393,143 | |||||
| Total income and expenses accrued for the period | 0 | 0 | 0 | 0 | 4,393,143 | 4,393,143 |
| Transactions on own shares | 8,530 | 34,108 | -2,645 | 39,993 | ||
| Allocation of income | 44,671,126 | - 44,671,126 |
0 | |||
| 0 | ||||||
| SHAREHOLDERS' EQUITY 30 June 2010 | 219,259,626 | 102,492,980 | -317,343 | 81,213,431 | 4,393,143 | 407,041,837 |
| CHANGE IN CONSOLIDATED IFRS SHAREHOLDERS' EQUITY - ALTAMIR AMBOISE (in euros) |
Share capital |
Premium | Treasury shares |
Reserves | Income for the year |
TOTAL |
| SHAREHOLDERS' EQUITY 31 December 2009 | 219,259,626 | 102,492,980 | -325,873 | 36,508,194 | 44,673,772 | 402,608,699 |
| Income for the period | 20,345,180 | 20,345,180 | ||||
| Total income and expenses accrued for the period | 0 | 0 | 0 | 0 | 20,345,180 | 20,345,180 |
| Transactions on own shares | 99,234 | 81,753 | -2,645 | 178,342 | ||
| Allocation of income | 44,671,126 | - 44,671,126 |
0 0 |
| (in euros) | Share capital |
Premium | Treasury shares |
Reserves | Income for the year |
TOTAL |
|---|---|---|---|---|---|---|
| SHAREHOLDERS' EQUITY 31 December 2010 | 219,259,626 | 102,492,980 | -226,639 | 81,261,082 | 20,345,180 | 423,132,229 |
| Income for the period | 39,822,646 | 39,822,646 | ||||
| Total revenue and expenses accrued for the period | 0 | 0 | 0 | 0 | 39,822,646 | 39,822,646 |
| Transactions on own shares | -32,101 | 53,956 | 21,855 | |||
| Apax France VIIIB income, previous years | 0 | -1,936 | 0 | -1,936 | ||
| Allocation of income | 20,345,180 | - 20,345,180 |
0 | |||
| SHAREHOLDERS' EQUITY 30/06/11 | 219,259,626 | 102,492,980 | -258,740 | 101,658,282 | 39,822,646 | 462,974,795 |
| 30 June 2011 | 31 December 2010 | 30 June 2010 | ||
|---|---|---|---|---|
| (in euros) | Note | 6 months | 12 months | 6 months |
| Acquisition of holdings | -43,997,319 | -61,505,011 | -15,564,019 | |
| Current account funds granted to portfolio companies Repayment of current account funds from portfolio |
-2,923,954 | -4,936,705 | -938,000 | |
| companies | 8,556,614 | 1,490,652 | 1,413,630 | |
| Disposal of holdings | 14,918,524 | 108,704,943 | 11,114,765 | |
| Disposal of securities | 0 | 27,001,494 | 0 | |
| Disposal of securities held for investment | 0 | 0 | 0 | |
| Distribution | 0 | -32,333,470 | -3,015,398 | |
| Portfolio interest deposited | 8,575,345 | 8,591,222 | -2,395 | |
| Dividends deposited | 249,910 | 382,346 | 80,144 | |
| Operating expenses | -4,040,593 | -10,112,008 | -5,898,255 | |
| Investment income deposited | 251,404 | 162,900 | 41,586 | |
| Operating cash flow | -18,410,073 | 37,446,363 | -12,767,942 | |
| Dividends paid to A shareholders | ||||
| Capital increase (net of issuance expenses) | ||||
| Issuance of Ahau 30 shares | ||||
| Disposal of Ahau 30 shares | 27,756,415 | |||
| Ahau 30 seller credit | 928,683 | 928,683 | ||
| Apax France VIIIB call for funds | 46,831,770 | |||
| Transactions involving treasury shares Share corresponding to general partners and B shareholders |
||||
| Change in bank overdrafts | -8,380,358 | -8,380,358 | ||
| Financing cash flow | 46,831,770 | -7,451,675 | 20,304,740 | |
| Net change in cash and cash equivalents | 28,421,703 | 29,994,696 | 7,536,807 | |
| Cash and cash equivalents at opening * | 5.8 | 30,846,157 | 655,784 | 655,784 |
| Cash and cash equivalents at closing | 5.8 | 59,267,860 | 30,650,481 | 8,192,591 |
* At 30/06/11, opening cash included Apax France VIIIB cash
Altamir Amboise presents the consolidated financial statements which include the FCPR (private equity fund) Ahau 30 and the FCPR Apax France VIII-B. Altamir Amboise (the "Company") is a French limited partnership by shares (Société en Commandite par Actions, or SCA) governed by Articles L.226.1 to L.226.14 of the French Commercial Code. Its major activity is the acquisition of equity interests in all types of companies. The Company opted for the status of SCR (Société de Capital Risque), a private equity company, as of the 1996 financial year.
The Company is domiciled in France. The registered office is located at 45 Avenue Kléber, 75016 Paris.
a) Declaration of conformity
Pursuant to European Regulation 1606/2002 of 19 July 2002, the half-year consolidated financial statements of Altamir Amboise at 30 June 2011 have been prepared in conformity with IAS (international accounting standards) and IFRS (international financial reporting standards) as adopted by the European Union and available on the website http://ec.europa.eu/internal\_market/accounting/ias/index\_en.htm.
The accounting policies used to prepare the half-year consolidated financial statements are identical to those used to prepare the consolidated financial statements at 31 December 2010.
These consolidated financial statements cover the period of 1 January to 30 June 2011. They were approved by the Manager on 29 July 2011.
b) Valuation bases
The IFRS financial statements are prepared on a historical cost basis, with the exception of the following items, which are measured at fair value:
The methods used to measure fair value are discussed in Note 5.4.
c) Operating and presentation currency
The 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 the management to formulate judgements and to use estimates and assumptions that may impact the application of the accounting methods and the amounts of the assets and liabilities, income and expenses. Actual values may differ from these estimates.
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 order to apply the accounting methods that have the most significant impact on the amounts recorded in the financial statements is provided in Note 5.4 on the determination of fair value.
e) Assumptions
Continuity of operations is based on key assumptions including availability of sufficient cash flow until 31 December 2012. The Company has available credit lines totalling €22m and had a positive cash flow of €12.5m at 30 June 2011. No credit lines had been drawn at the balance sheet date. Note that as a private equity company (Société de Capital Risque, or SCR), Altamir Amboise's debt may not exceed 10% of its net asset value, i.e. €30.6m at 31 December 2010.
At 31 December 2010, there was a situation of sole control of FCPR Ahau 30 and FCPR Apax France VIII-B in which Altamir Amboise holds more than 50% of the units.
Pursuant to IAS 27, Ahau 30 and Apax France VIII-B are consolidated using the full consolidation method.
Since these are interests in which the percentage of control held by Altamir Amboise ranges from 20% to 50%, Altamir Amboise does not have a representative on the executive body of the company and is therefore not in a position of sharing the control of its business activity. As a result, all equity interests for which the percentage of control ranges between 20% and 50% are deemed to be under significant influence.
Moreover, all equity interests that are under significant influence or that are jointly controlled are excluded from the scope of consolidation by application of the option offered by IAS 28 and IAS 31 for venture capital entities. Altamir Amboise has therefore designated all such equity interests, as of their initial recognition, as at fair value through profit or loss.
The accounting methods described below have been applied consistently to all periods presented in the IFRS financial statements.
The Company has chosen the "fair value through profit and loss" option provided for by IAS 39 as the method for valuing the equity instruments of companies on which it has no significant influence. The monitoring of the performance and management of these securities is thus done on the basis of fair value. 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 entities 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 recorded in profit or loss for the period.
The methods for measuring fair value are detailed in Note 5.4.
Hybrid securities instruments
In acquiring its equity interests, Altamir Amboise may subscribe to hybrid instruments such as bonds convertible into shares and bonds redeemable in shares. For this type of instrument with embedded derivatives, Altamir Amboise has opted for recognition at fair value through profit or loss in accordance with IAS 39. At each balance sheet date, the hybrid instruments held are remeasured at fair value with changes in fair value (positive or negative) taken to the income statement.
Accrued interest not intended to be paid to Altamir Amboise is 100% depreciated and is included in the valuation of the securities.
These hybrid instruments are presented under "Investment portfolio" on the balance sheet and the impact of changes in fair value is presented under "Changes in fair value" on the income statement.
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 recorded in profit and loss for the period. The fair value is determined mainly according to the intrinsic value of the conversion option, based on the price of the underlying shares estimated on the balance sheet date.
Pursuant to IAS 39, these investments are classified for accounting purposes under "Loans and receivables" and carried at their amortised cost. The associated interest income is recorded in profit and loss for the period according to the effective interest rate method.
The Company has issued B shares that entitle their holders to a preferential dividend (carried interest) equal to 18% of the net statutory income adjusted for investment income and negative retained earnings. In addition, a sum equal to 2% calculated on the same basis must be paid to the general partner.
Remuneration of the B shareholders and the general partners is payable as soon as an adjusted net profit is recorded. Remuneration of such shares and the shares themselves are considered debt under the analysis criteria of IAS 32.
Under the Articles of Association, the remuneration payable to the B shareholders and the general partner is calculated by taking account of unrealised capital gains and losses and is recognised in the income statement. The debt is recorded in liabilities on the balance sheet.
The Company has issued B warrants.
B warrants entitle their holders to subscribe to one B share of the Company for each B warrant held, at a subscription price of €10. These B warrants allow the manager, the sole holder, to adjust the distribution of B shares between members of the management teams. From the point of view of the issuer, Altamir Amboise, the value of the B warrants is therefore not dependent on the value of B shares and must be maintained in the IFRS financial statements at their subscription price. B warrants are recorded in non-current liabilities on the balance sheet.
Finally, in accordance with IAS 32, treasury shares are deducted from shareholders' equity.
The Company's surplus cash, when it exists, is invested in units of Euro money market funds (SICAVs), medium-term notes, and certificates of deposit that meet the definition of cash equivalents under IAS 7 (readily convertible to known amounts of cash and subject to an immaterial risk of change in value).
The Company has also adopted, as a principle for the valuation of this portfolio, the fair value option provided for by IAS 39. The unrealised capital gains or losses at the reporting date are thus recorded as profit and loss for the period.
(d) Tax treatment
The Company opted for the tax status of a Société de Capital Risque, or private equity company, on 1 January 1996. As a result, no deferred tax is recorded in the financial statements. The Company does not recover VAT. Non-deductible VAT is recorded in the income statement.
The Company carries out private equity activities only, and invests mainly in the euro zone.
The principles of fair value measurement used are IFRS compliant:
These are companies whose shares are traded on a regulated market ("listed").
The shares of listed companies are valued at the last stock market price, without discount. For listed shares that are subject to a temporary limitation of contractual transfer (lock-up clause), the fair value used may, however, differ from the last listed price in order to take account of this clause in the valuation of the share. The impacts of lock-up clauses are considered as a component of the securities' value.
These are companies whose shares are not traded on a regulated market ("unlisted"), but which are valued in reference to comparables of listed securities or recent transactions:
Generally speaking, for growth and LBO investments, when a company (i) has been in the portfolio for at least 12 months, (ii) has shown a profit for two consecutive years, and (iii) its profitability is likely to be recurrent, the holding may be valued on the basis of comparable listed securities. A tradability discount is applied to the valuation thus obtained, up to a maximum of 30%, according to the ability of Apax Partners to organise the disinvestment from the company. The tradability discount makes it possible to arrive at a bid price.
These are also companies whose shares are not traded on a regulated market ("unlisted"): This category includes four valuation methods:
Recent acquisitions, up to 12 months in principle: the securities are measured at cost.
Specific situations may lead the manager to revalue or devalue certain investments over the first 12 months. This method is applied for the revaluation of a holding in the portfolio at 30 June 2011.
Venture capital transactions, growth capital operations, and some LBOs: price of the last financing round that brought in a third party for a significant amount. The last round may be that during which Apax entities were involved. In this case, the price of the last financing round, used to determine the fair value of the investment, is retained for as long as there is no major change in the factors used for determining the fair value. The search for signs of any modification of the appraisal factors includes the identification of any shortage of cash for meeting payment dates until the planned organisation of a new financing round.
This subcategory also includes companies in the exit negotiation phase. The disposal price may be used at the closure of a six-month period if the status of the project suggests a strong probability of success in the short term and the disposal price is known with sufficient precision.
A risk rate is applied to the price used, according to how firm the buyer's commitment is and the possible variation in the final price.
Also included are holdings carried at a fixed amount.
This price is adjusted downward by 25% to 100% according to recognised risk factors such as delays in their roadmap or cash flow difficulties.
Since the beginning of 2011, Altamir Amboise has implemented new rules for investing in Apax Partners funds. The company now invests directly in the Apax France VIII Fund through a dedicated private equity fund (FCPR), Apax France VIII-B, and no longer in co-investment with the Funds as before. Altamir Amboise's subscription commitment in the Apax France VIII-B Fund is between €200 million and €280 million.
In the first half of 2011, Altamir Amboise invested and committed €38m through Apax France VIII-B, mainly in the companies Vocalcom, Amplitude and Numericable.
The Company recorded €23.5m from disposals, inclusive of interest. These included three full disposals (Cegid, CoreValve earn-out, Hubwoo), one partial disposal (Hybrigenics) and a divestiture of operations (Capio Spain).
In 2009, in common with the majority of private equity companies, Altamir Amboise received a business tax reassessment for 2006 and 2007 in the amount of €1.2m, which was fully provisioned. The Company initiated review proceedings in 2009 which are still in process. In the first half of 2011, Altamir Amboise received another business tax reassessment for 2008 and 2009 in the amount of €0.2m, which was fully provisioned. The Company has initiated review proceedings.
At 30 June 2011, provisions for these disputes totalled €1.5m (principal plus penalty interest).
All the securities of companies Prosodie and Outremer Telecom were sold for a total of €86.2m, inclusive of interest and net of expenses. The valuation of securities at 30 June 2011 reflects this sale price.
On 20 July 2011, the 383,229,300 A units of FCPR Apax France VIII-B were pledged to Banque d'Escompte as collateral for a demand guarantee issued by this bank to Cap Gemini in connection with the disposal of Camelia Participations.
(a) Balance sheet
| Fair value by income statement | Loans and receivables |
Financial debts / Cash at cost |
Non-financial instruments |
Total | ||
|---|---|---|---|---|---|---|
| (euros) | On option | Derivatives | ||||
| ASSETS | ||||||
| Intangible fixed assets | ||||||
| Investment portfolio (1) | 384,300,273 | 19,925,955 | 69,805,532 | 474,031,760 | ||
| Other financial assets | 307,431 | 307,431 | ||||
| Total non-current assets | 384,300,273 | 19,925,955 | 70,112,963 | 0 | 0 | 474,339,191 |
| Other receivables | 200,588 | 200,588 | ||||
| Other current financial assets | 0 | |||||
| Cash and cash equivalents | 12,424,492 | 58,426 | 12,482,918 | |||
| Non-current assets held for purposes of sale | 0 | |||||
| Derivatives | 0 | |||||
| Total current assets | 12,424,492 | 0 | 0 | 58,426 | 200,588 | 12,683,506 |
| Total assets | 396,724,765 | 19,925,955 | 70,112,963 | 58,426 | 200,588 | 487,022,697 |
| LIABILITIES | ||||||
| Share corresponding to general partners and B shareholders |
21,670,080 | 0 | 0 | 3,724 | 0 | 21,673,804 |
| Provisions | 1,532,401 | 1,532,401 | ||||
| Other non-current liabilities | 0 | 0 | 0 | 0 | 1,532,401 | 1,532,401 |
| Other financial debts | 14,993 | 14,993 | ||||
| Trade notes and accounts payable | 706,418 | 706,418 | ||||
| Other debts | 120,287 | 120,287 | ||||
| Other current liabilities | 0 | 0 | 0 | 841,698 | 0 | 841,698 |
| Total liabilities | 21,670,080 | 0 | 0 | 845,422 | 1,532,401 | 24,047,903 |
| Investment portfolio (1)* | ||||||
| level 1 - traded on an asset market | 93,424,351 | |||||
| level 2 - evaluation in accordance with valuation techniques based on observable market data |
206,742,659 | |||||
level 3 - based on non-observable data 173,864,750
| Fair value by income statement | Loans and receivables |
Financial Non-financial debts / Cash instruments |
||||
|---|---|---|---|---|---|---|
| (euros) | On options | Derivatives | at cost | Total | ||
| ASSETS | ||||||
| Intangible fixed assets | ||||||
| Investment portfolio (1) | 331,322,180 | 17,915,771 | 56,191,627 | 405,429,578 | ||
| Other financial assets | 285,575 | 285,575 | ||||
| Total non-current assets | 331,322,180 | 17,915,771 | 56,477,202 | 0 | 0 | 405,715,153 |
| Other receivables | 182,958 | 182,958 | ||||
| Other current financial assets | 0 | |||||
| Cash and cash equivalents | 30,594,473 | 56,008 | 30,650,481 | |||
| Non-current assets held for purposes of sale | 0 | |||||
| Derivatives | 0 | |||||
| Total current assets | 30,594,473 | 0 | 0 | 56,008 | 182,958 | 30,833,439 |
| Total assets | 361,916,653 | 17,915,771 | 56,477,202 | 56,008 | 182,958 | 436,548,592 |
| LIABILITIES | ||||||
| Share corresponding to general partners and B shareholders |
11,463,264 | 0 | 0 | 3,724 | 0 | 11,466,988 |
| Stock warrants - non-current portion | 0 | |||||
| Provisions | 1,634,566 | 1,634,566 | ||||
| Other non-current liabilities | 0 | 0 | 0 | 0 | 1,634,566 | 1,634,566 |
| Other financial debts | 14,993 | 14,993 | ||||
| Trade notes and accounts payable | 298,154 | 298,154 | ||||
| Other debts | 1,662 | 1,662 | ||||
| Other current liabilities | 0 | 0 | 0 | 314,809 | 0 | 314,809 |
| Total liabilities | 11,463,264 | 0 | 0 | 318,533 | 1,634,566 | 13,416,363 |
| Investment portfolio (1)* | ||||||
| level 1 - traded on an asset market | 80,821,452 | |||||
| level 2 - evaluation in accordance with valuation techniques based on observable market data |
279,083,462 |
31 December 2010
level 3 - based on non-observable data 45,524,664
| 30 June 2011 | ||||||
|---|---|---|---|---|---|---|
| Fair value by income statement | Loans and receivables |
Financial debts at cost |
Non financial instruments |
Total | ||
| On options | Derivatives | |||||
| Changes in fair value of portfolio (1) | 41,022,192 | 2,011,996 | 2,172,512 | 45,206,700 | ||
| Valuation premiums over disposals during the period | 141,043 | 3,300 | 144,343 | |||
| Other portfolio income | 249,910 | 8,575,345 | 8,825,255 | |||
| Income from investment portfolio | 41,413,145 | 2,015,296 | 10,747,857 | 0 | 0 | 54,176,298 |
| Purchases and other external charges | -4,291,880 | -4,291,880 | ||||
| Duties, taxes and similar payments | -16,337 | -16,337 | ||||
| Other income | 0 | 0 | ||||
| Other expenses | 0 | 0 | ||||
| Gross operating income | 41,413,145 | 2,015,296 | 10,747,857 | 0 | -4,308,217 | 49,868,082 |
| Share corresponding to general partners and B shareholders |
-10,206,816 | -10,206,816 | ||||
| Net operating income | 31,206,329 | 2,015,296 | 10,747,857 | 0 | -4,308,217 | 39,661,266 |
| Income from cash investments | 251,017 | 251,017 | ||||
| Net income from disposal of marketable securities | 387 | 387 | ||||
| Interest, similar revenue and expenses | -22 | -22 | ||||
| Other financial expenses | -90,000 | -90,000 | ||||
| Net income accruing to ordinary shareholders | 31,367,733 | 2,015,274 | 10,747,857 | 0 | -4,308,217 | 39,822,646 |
| Changes in fair value of portfolio (1)* | ||||||
| level 1 - traded on an asset market | 25,291,422 | |||||
| level 2 - evaluation in accordance with valuation techniques based on observable market data |
1,268,942 | |||||
| level 3 - based on non-observable data | 18,646,336 | |||||
| 31 December 2010 | ||||||
| Fair value by income statement | Loans and receivables |
Financial debts at cost |
Non financial |
Total | ||
| On options | Derivatives | instruments | ||||
| On options | Derivatives | instruments | ||||
|---|---|---|---|---|---|---|
| Changes in fair value of portfolio (1) | 15,693,119 | -9,472,401 | 265,632 | 6,486,350 | ||
| Valuation premiums over disposals during the period | 22,073,699 | 0 | -1,178,717 | 20,894,982 | ||
| Other portfolio income | 382,346 | 8,591,222 | 8,973,568 | |||
| Income from portfolio of holdings | 38,149,164 | -9,472,401 | 7,678,137 | 0 | 0 | 36,354,900 |
| Purchases and other external charges Duties, taxes and similar payments Other income Other expenses |
-8,910,344 -138,234 0 0 |
-8,910,344 -138,234 0 0 |
||||
| Gross operating income | 38,149,164 | -9,472,401 | 7,678,137 | 0 | -9,048,578 | 27,306,322 |
| Share corresponding to general partners and B shareholders |
-5,066,507 | -5,066,507 | ||||
| Net operating income | 33,082,657 | -9,472,401 | 7,678,137 | 0 | -9,048,578 | 22,239,815 |
| Income from cash investments Net income from disposal of marketable securities Interest, similar income and expenses Other financial expenses |
162,762 138 -2,053,330 |
-4,205 | 162,762 138 -4,205 -2,053,330 |
|||
| Net income accruing to ordinary shareholders | 31,192,227 | -9,476,606 | 7,678,137 | 0 | -9,048,578 | 20,345,180 |
| Changes in fair value of portfolio (1)* | ||||||
| level 1 - traded on an asset market level 2 - evaluation in accordance with valuation techniques based on observable market data |
-30,088,670 35,876,434 |
|||||
| level 3 - based on non-observable data | 698,586 |
Changes in the portfolio over the period were as follows:
| (in euros) | Portfolio |
|---|---|
| Fair value at 31 December 2010 | 405,429,578 |
| FVIII-B restatements (*) | - 400,000 |
| 205,001 | |
| Acquisitions | 43,997,319 |
| Current account movements | - 5,632,660 |
| Disposals | - 14,774,180 |
| Changes in fair value | 45,206,700 |
| Fair value at 30 June 2011 | 474,031,760 |
| Of which, positive changes in fair value | 71,027,303 |
| Of which, negative changes in fair value | - 25,820,603 |
(*) As FVIII-B was not consolidated at 31.12.10, these restatements are aimed at adjusting the opening portfolio so that it can be compared to the portfolio at 30.06.11, which consolidates FVIII-B in Altamir Amboise
Changes during the period, in the portfolio of level-3 holdings, are as follows:
| (in euros) | Portfolio | |||
|---|---|---|---|---|
| Fair value at 31 December 2010 | 45,524,664 | |||
| Acquisitions | 43,456,667 | |||
| Disposals | - 608,968 |
|||
| Change of category | 66,846,051 | |||
| Changes in fair value | 18,646,336 | |||
| Fair value at 30 June 2011 | 173,864,750 |
Valuation methods are based on the determination of fair value as described in Paragraph 5.4
| 30 June 2011 | 31 December 2010 | |
|---|---|---|
| % of listed securities in the portfolio | 19.7% | 19.9% |
| % of listed securities in the NAV | 20.2% | 19.1% |
The portfolio breaks down as follows according to the degree of maturity of the investments:
| 426,463,134 | 375,169,034 |
|---|---|
| 40,740,549 | 22,748,620 |
| 6,828,077 | 7,511,924 |
| 474,031,760 | 405,429,578 |
* Venture: creation/startup and financing of young companies with proven sources of revenue
| (in euros) | 30 June 2011 | 31 December 2010 |
|---|---|---|
| Industry | ||
| Financial services to companies | 55,293,221 | 57,338,073 |
| Telecommunications and information | 199,579,326 | 148,360,370 |
| technology | ||
| Retail and consumer items | 112,922,510 | 112,514,644 |
| Healthcare | 57,325,130 | 58,402,082 |
| Media | 48,911,573 | 28,414,409 |
| Other | - | 400,000 |
| Total portfolio | 474,031,760 | 405,429,578 |
| This item breaks down as follows: | ||
|---|---|---|
| (in euros) | June 30, 2011 | December 31, 2010 |
| Investment securities | " " 12,424,492 |
30,594,473 |
| Liquid assets | " " 58,426 |
56,008 |
| Cash and cash equivalents | 12,482,918 | 30,650,481 |
Marketable securities consist of euro money market funds (SICAVs) and certificates of deposit.
| 30 June 2011 | 31 December 2010 | |||||
|---|---|---|---|---|---|---|
| (number of shares) | Common shares | B Shares | Common shares | B Shares | ||
| Shares issued at start of period | 36,512,301 | 18,582 | 36,512,301 | 18,582 | ||
| Shares issued at period-end | 36,512,301 | 18,582 | 36,512,301 | 18,582 | ||
| Treasury shares held | 33,087 | - | 35,302 | - | ||
| Shares outstanding at period-end | 36,479,214 | 18,582 | 36,476,999 | 18,582 | ||
| NAV per common share | 12.69 | 11.60 | ||||
| (IFRS net equity / No. of common shares) | ||||||
| 30 June 2011 | 31 December 2010 | |||||
| (euros) | Common shares | B Shares | Total | Common shares | B Shares | Total |
| Nominal value at period end | 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 |
No dividends were paid to the limited partner shareholders or to the general partners or the holders of Class B shares for the 2010 financial year. The NAV per ordinary share was €12.69 at 30 June 2011 (€11.60 per share at 31 December 2010).
This item breaks down as follows:
| (in euros) | 30 June 2011 | 31 December 2010 |
|---|---|---|
| Share corresponding to general partners and B shareholders | 21,670,080 | 11,463,264 |
| B stock warrants | 3,724 | 3,724 |
| Total share corresponding to general partners and B shareholders | 21,673,804 | 11,466,988 |
The change in the portion attributable to the general partners and B shareholders over the period is detailed below:
| detailed below: | |
|---|---|
| (in euros | Total |
| 31 December 2010 " " |
11,463,264 |
| Amount paid in 2011 " " |
- |
| Share corresponding to general partners and B shareholders of | |
| 2011 income | 10,206,816 |
| Share corresponding to general partners and B shareholders | 21,670,080 |
| (in euros) | 30 June 2011 | 30 June 2010 |
|---|---|---|
| Sale price | 14,918,524 | 11,114,765 |
| Fair value at start of period | 14,774,181 | 10,071,766 |
| Impact on income | 144,343 | 1,042,999 |
| Of which, positive sale valuation premiums | 144,343 | 1,079,971 |
| Of which, negative sale valuation premiums | - 36,972 |
Other portfolio income breaks down as follows:
| (in euros) | 30 June 2011 | 30 June 2010 |
|---|---|---|
| Interest | 8,575,345 | -2,395 |
| Dividends | 249,910 | 80,144 |
| Total | 8,825,255 | 77,749 |
Purchases and external expenses break down as follows:
| (in euros) | 30 June 2011 | 30 June 2010 |
|---|---|---|
| Management and investment advising fees | 3,167,093 | 3,660,991 |
| Other fees | 1,062,998 | 518,382 |
| Non-recoverable VAT* | 11,939 | 5,211 |
| Other expenses | 49,851 | 74,325 |
| Total | 4,291,880 | 4,258,910 |
* Since 1/1/10, the non-recoverable VAT of Altamir Amboise has been posted to the principal expense account, and consequently only the Ahau 30 and Apax France VIII-B VAT remain under this item.
Remuneration to the Management Company and investment advisors for the first half of 2011, inclusive of tax, should have been €4,723,893 according to Article 17.1 of Altamir Amboise's Articles of Association.
However, this document also stipulates that all fees, directors' fees and commissions received by the manager or the investment advisors in the context of transactions on the assets of Altamir Amboise and the fees paid by the portfolio companies, up to the percentage held by Altamir Amboise, must be deducted from the investment advisors' fees. The sum total share of fees paid by the portfolio companies for the first half of 2011 was €1,515,742, inclusive of tax.
In addition, this article was amended through an Annual Ordinary and Extraordinary General Meeting on 24 March 2010, and also stipulates that the remuneration of the Management Company, inclusive of tax, shall be reduced by an amount equal to the product of the nominal value of the units held by
Altamir Amboise in the FCPR Apax France VIII-B times the average annual rate, inclusive of tax, of the fund management fees. The amount deducted at 30 June 2011 amounted to €39,587.
Net expenses for management and investment advisory fees are therefore equal to the difference between these two amounts, i.e. €3,168,563 inclusive of tax (of which €1,470 in VAT unrecoverable by Ahau 30). Remuneration of the investment advisors for Apax France VIII-B is invoiced by the management company Apax Partners Midmarket and is not subject to VAT.
Other fees mainly represent auditors' and lawyers' fees to be paid by the Company as a result of investment projects that did not come to fruition.
Other expenses include such items as advertising and publication expenses.
Altamir Amboise does not use derivative instruments for hedging or exposure to market risks (stock market, interest rate, foreign exchange or credit).
Risks linked to the stock market price of portfolio companies
Investment in listed securities is not Altamir Amboise's main activity. However, Altamir Amboise may hold listed shares due to initial public offerings by companies in which it holds a stake, or as payment of the sale price of holdings in its portfolio. These securities may, on occasion, be subject to retention or "lock-up" clauses signed at the time of the initial public offering. Even without such clauses, Altamir Amboise may deem it appropriate to keep newly listed securities in its portfolio for a certain period of time to eventually obtain a better valuation, though there can be no guarantee of such an objective. Moreover, Altamir Amboise is not prohibited from investing directly or indirectly in the capital of a company on the sole grounds that it is listed on the stock market, provided that the company falls within the scope of its investment strategy.
As a result, Altamir Amboise holds a certain number of listed companies, either directly or indirectly through holding companies, and may therefore be affected by a downturn in the stock market. 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 recorded in the income statement as a loss under "Changes in fair value of the portfolio".
Finally, a drop in market prices might also impact the capital gains or losses realised when such shares are sold by Altamir Amboise.
Listed companies at 30 June 2011 made up 19.7% of the portfolio (19.9% at 31 December 2010) or 20.2% of the total Net Asset Value (19.1% at 31 December 2010). These are shares of portfolio companies listed on the stock market or those obtained as payment for disposals as well as LBOs on listed companies. They will be sold on the market as and when valuations and liquidity conditions are favourable.
A 10% drop in the market prices of these listed securities would have an impact of €14.4m on the valuation of the portfolio at 30 June 2011.
In addition, some unlisted securities are valued in part on the basis of multiples of comparable listed companies, and in part on multiples of recent private transactions.
Moreover, a change in the market prices of the comparables 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 over-the-counter trades, which are unlisted transactions in which the strategic position of the companies or their ability to generate cash flow takes precedence over the market comparables. For the record, sensitivity of minus 10% of the multiples of comparable listed companies amounts to €15.9m.
In the context of leveraged operations, Altamir Amboise is indirectly subject to the risk of an increase in the cost of debt and the risk of not finding financing or not being able to finance the new planned operations under conditions that ensure satisfactory profitability.
Risks linked to 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. It is assumed that these financial assets will be redeemed or converted at maturity. As a result, they do not present any rate risk as such.
Altamir Amboise has no significant financial liabilities subject to interest rate risk.
The objective of Altamir Amboise is to invest primarily in France or in the euro zone. However, some investments made by Altamir Amboise to date are denominated in foreign currencies, and consequently their value may vary according to exchange rates.
At 30 June 2011, the only assets denominated in foreign currencies were the securities and receivables of two portfolio companies, which represented €0.1m or 0.17% of the investment portfolio (€1.4m or 0.35% of the investment portfolio at 31 December 2010).
The portfolio's exposure by currency is as follows:
| 30 June 2011 | |
|---|---|
| Equity interests | US Dollars (USD) |
| Assets in euros | 827,937 |
| Liabilities | |
| Net position before management | 827,937 |
| Off-balance sheet position | |
| Net position after management | 827,937 |
| Impact in euros of a 10% change in the foreign exchange rate |
82,794 |
| 31 December 2010 | |
|---|---|
| Equity interests | US Dollars (USD) |
| Assets in euros | 1,436,905 |
| Liabilities | |
| Net position before management | 1,436,905 |
| Off-balance sheet position | |
| Net position after management | 1,436,905 |
| Impact in euros of a 10% change | 143,691 |
| in the foreign exchange rate |
Altamir Amboise does not hedge against currency fluctuations, because the foreign exchange impact is immaterial with respect to the expected gains in absolute value on the securities concerned.
The weighted average number of shares outstanding is determined by taking into account the cancellation of treasury shares.
| Normal earnings per share | 30 June 2011 | 30 June 2010 |
|---|---|---|
| Numerator (in euros) | ||
| Income for the period attributable to common shareholders | 39,822,646 | 4,394,143 |
| Denominator | ||
| Number of shares at start of period | 36,512,301 | 36,512,301 |
| Effect of treasury shares | - 34,195 |
- 53,298 |
| Effect of capital increase | - | - |
| Weighted average number of shares during the period (normal) |
36,478,107 | 36,459,004 |
| Earnings per share (normal) | 1.09 | 0.12 |
| Earnings per share (diluted) | 1.09 | 0.12 |
In accordance with IAS 24, related parties are as follows:
Apax Partners SA and Apax Partners Midmarket, as investment advisors, and Altamir Amboise Gérance, as the Manager, invoiced the Company for total fees of €2,907,682, inclusive of tax, for the first half of 2011 (€7,449,821 for the full year in 2010).
The amount remaining due at the end of the period was €510,475 (€77,192 at 31 December 2010).
A 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. However, they are related parties. The closing balances and transactions for the period with these companies are presented below:
| (in euros) | 30 June 2011 | 30 June 2010 |
|---|---|---|
| Income statement | ||
| Valuation premiums over disposals during the period | 9,701 | - 36,969 |
| Changes in portfolio fair value | 27,856,115 | - 5,510,018 |
| Other portfolio income | 5,618 | - |
| Balance sheet | 30 June 2011 | 30 June 2010 |
| Investment portfolio | 271,090,703 | 234,430,537 |
| Interest accrued | - | - |
Attendance fees paid to members of the Supervisory Board totalled €90,000 at 30 June 2011 (€90,000 at 31 December 2010).
The contingent liabilities of the Company break down as follows:
| (in euros) | 30 June 2011 | 31 December 2010 | |
|---|---|---|---|
| Irrevocable purchase obligations (investment commitments) | 0 | 382,648 | |
| Other long-term obligations (liability and other guarantees) | 461,857 1,358,081 |
||
| Total | 461,857 | 1,740,729 |
| Companies | Commitments at 31/12/2010 |
Investments during period |
Cancellation of commitments at 30/06/2011 |
New commitments at 30/06/2011 |
Commitments at 30/06/2011 |
|---|---|---|---|---|---|
| Listed shares Gfi Informatique (Itefin Part.) |
341,093 | 341,093 | 0 | ||
| Non-listed shares ETAI (InfoPro communications) |
41,555 | 41,555 | 0 | ||
| Total | 382,648 | 382,648 | 0 | 0 | 0 |
(b) Liability guarantees and other commitments
A portion of the proceeds from the sale of Odyssey by Odyfinance was placed in escrow by Odyfinance under a liability guarantee, or €318,841 which includes €106,280 over four months and €212,561 over 10 months. This escrow account is carried in the company's accounts with respective discounts of 10% and 15%.
Within the context of a bank loan to F2L, Altamir Amboise issued a counter-guarantee of €143,016 in favour of Alain Afflelou and Bridgepoint, following the issuing of guarantees by these companies.
A collateral top-up clause was signed by Itefin Participations, whereby, if the base price of GFI Informatique should fall below a certain threshold, Altamir Amboise has agreed to pay a limited cash collateral amount, of which a portion has already been paid.
A first-call guarantee was signed by Altamir Amboise in favour of a bank. This guarantee may be called on in the event that the average market price of certain listed investments in a given period is below a certain threshold.
A commitment was given to certain managers of the companies Prosodie, Financière Season, Maison du Monde, ETAI, Faceo and Vizada to buy out their shares and obligations in the event of their departure. These commitments do not represent a material risk that would require the establishment of a provision for risks and contingencies.
Altamir Amboise has a subscription commitment for a minimum of €200m and a maximum of €280m to the Apax France VIII-B fund. At 30 June 2011, the remaining balance on this commitment represents a minimum of €152.8m and a maximum of €232.8m.
In favour of Neuflize OBC bank:
At 30 June 2011, 13,926,941 B units of FCPR Ahau 30 and 2,500,000 shares of Afflelou (3AC Finance) were pledged in favour of Neuflize OBC bank:
The pledged securities cover 150% of the amounts granted based on the valuation of the 3AC Finance shares and FCPR Ahau 30 units at 31 December 2010.
In favour of BESV bank:
At 30 June 2011, the following securities were pledged in favour of BESV bank in the context of a €10m credit line which is still undrawn:
1,252,819 Afflelou (3AC Finance) shares 261,300 Rue du Commerce shares 534,689 Prosodie (Camelia Participations) shares 21,394 Royer SA shares
The pledged securities cover 150% of the amounts granted based on the valuation of the above shares at 31 December 2009.
In favour of Palatine Bank
At 30 June 2011, 7,587,598 B units of FCPR Ahau 30 were pledged to Palatine Bank:
The pledged securities cover 150% of the amounts granted based on the valuation of the FCPR Ahau 30 units at 30 June 2010.
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