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DEA Capital Earnings Release 2019

Nov 7, 2019

4211_rns_2019-11-07_25b3f797-4bad-485b-9e06-1e77c3ba1562.pdf

Earnings Release

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PRESS RELEASE

BOARD OF DIRECTORS APPROVES INTERIM MANAGEMENT REPORT AT 30 SEPTEMBER 2019

  • ASSETS UNDER MANAGEMENT AND COMMISSION INCOME UP ON Q3 2018, RESPECTIVELY EUR 11,800 MILLION (+EUR 360 MILLION) AND EUR 47.2 MILLION (+4.7%)
  • NET OPERATING PROFIT OF THE ALTERNATIVE ASSET MANAGEMENT PLATFORM UP TO EUR 11.2 MILLION (+9.8%)
  • NET FINANCIAL POSITION OF THE HOLDING COMPANIES POSITIVE BY EUR 78.6 MILLION

***

QUAESTIO GROUP AGREEMENTS COMPLETED:

  • NPL MANAGEMENT BUSINESS UNIT OF QUAESTIO SGR ACQUIRED
  • ENTRANCE IN SHARE CAPITAL OF PARENT COMPANY QUAESTIO HOLDING, WHICH WHOLLY OWNS QUAESTIO SGR, WITH A RELATIVE MAJORITY INTEREST PURCHASED OF 38,8%

FOLLOWING CLOSING OF AGREEMENTS, COMBINED AUM (*) OF OVER EUR 21,500 MILLION

Milan, 7 November 2019 – The Board of Directors of DeA Capital S.p.A., chaired by Lorenzo Pellicioli, met today to examine and approve the Interim Management Report at 30 September 2019.

Consolidated Results at 30 September 2019

  • At 30 September 2019, Assets under Management (AuM) came to EUR 11,764 million (EUR 11,404 million at the end of Q3 2018), with commission income of EUR 47.2 million (EUR 45.1 million in Q3 2018).
  • In detail, at 30 September 2019:
  • - DeA Capital Alternative Funds SGR reported an increase in its AuM of around EUR 300 million on the same period of the previous year, together with an increase in management fees of over EUR 3 million;
  • - DeA Capital Real Estate SGR increased its AuM by approximately EUR 60 million, this increase was due to the launch of eight new funds, which more than offset the disposal of the assets in portfolio;

DeA Capital S.p.A., Registered Office in Milan, Via Brera 21, 20121 Milan – Italy, Tel. +39 02 6249951, fax +39 02 62499599 1 Controlled and coordinated by De Agostini S.p.A., Registered Office in Novara, Via G. da Verrazano 15, 28100 Novara – Italy Authorised share capital of EUR 266,612,100, fully paid up. Tax Code, VAT reg. and Milan Companies Register No 07918170015, Milan REA (Administrative Economic Register) 1833926

(*) "Combined Assets under Management" means the assets under management of the management companies in which the Group holds an absolute or relative majority interest, as well as assets managed by the foreign subsidiaries. With reference to Private Equity funds, total commitments are considered.

  • - The net operating profit of the AAM platform was EUR 11.2 million, compared to EUR 10.2 million in Q3 2018;
  • - The net profit attributable to the Group amounted to EUR 6.5 million compared with a profit of EUR 6.9 million in the third quarter of 2018;
  • - The net financial position of the holding companies was a positive EUR 78.6 million, compared to EUR 65.3 million at 31 December 2018 (adjusted for the distribution of the extraordinary dividend of approximately EUR 31.2 million paid in May 2019 and the effect of the application of IFRS 16 from 1 January 2019). Consolidated net financial position came to EUR 111.5 million at 30 September 2019, compared with EUR 101.0 million at 31 December 2018;
  • - Net asset value (NAV) per share was EUR 1.73, compared with EUR 1.72 at 31 December 2018 (adjusted for the distribution of the above-mentioned extraordinary dividend of EUR 0.12 per share). Total NAV (Group equity) was EUR 450.5 million, compared with EUR 435.3 million at the end of 2018.

Significant events after the end of the period

In execution of the agreements entered into on 31 July 2019 with Quaestio SGR and its main shareholders, the following acquisitions were closed on 5/6 November 2019:

  • the NPL management business unit of Quaestio SGR, including the management of the Atlante fund and Italian Recovery Fund, with assets under management of EUR 2,353 million (for an outlay of EUR 12.2 million);
  • the relative majority interest (approximately 38.8%) in Quaestio Holding, of which Quaestio SGR is a fully owned subsidiary; following the sale of the NPL management business, Quaestio SGR refocused on investment solutions for institutional investors ("Asset Management"), with assets under management of over EUR 7,500 million (for an outlay at closing of EUR 14.1 million, considering the exercise of the warrants purchased on the same date).

The ownership structure of Quaestio Holding following the above transactions is as follows:

  • - DeA Capital S.p.A. with a 38.82% interest;
  • - Cariplo Foundation with a 34.01% interest;
  • - other institutional investors (Cassa Italiana di Previdenza ed Assistenza dei Geometri Liberi Professionisti, Cassa di Risparmio di Forlì Foundation and Direzione Generale Opere Don Bosco) with an overall interest of 27.17%.

With reference to the Quaestio Holding operation, it should be noted that the agreements provide for a post-closing price adjustment based on net financial position and income on the sale of assets other than Asset Management.

Moreover, a new five-year shareholders' agreement between the shareholders of Quaestio Holding was also signed establishing the corporate governance structure for the Quaestio Group.

2

Outlook

The outlook for the business is that it will continue to focus on developing the Asset Management Platform, with the short-term goal of reaching full implementation of the acquisitions mentioned above.

Specifically, the DeA Capital Group intends to consolidate its strategic positioning in the NPL / UTP segments – extremely current and attractive to investors – as well as to integrate operations with investment solutions and capital allocation strategies with greater added value.

In Alternative Investment, work will continue on the valorisation of the investments in portfolio, while also taking advantage of the available capital to support the initiatives launched by the Asset Management Platform according to a sponsorship/co-investment approach.

In terms of its capital position, DeA Capital S.p.A. will continue to maintain a solid financial structure, ensuring that shareholders receive attractive cash returns, primarily dividends, based on the available liquidity.

***

The Interim Management Report at 30 September 2019 will be made available to the public on 12 November 2019, at the Company's registered office, on the authorised storage facility () and on the web page: http://www.deacapital.it/EN/29/Annual%20and%20Quarterly%20Reports.aspx.

DECLARATION BY THE MANAGER RESPONSIBLE FOR PREPARING THE COMPANY'S ACCOUNTS

Manolo Santilli, Chief Financial Officer and the Manager responsible for preparing the Company's accounts, hereby declares, pursuant to Article 154bis, paragraph 2 of the Consolidated Finance Act (TUF), that the financial information contained in this press release accurately represents the figures in the Company's accounting records.

For further information, please contact:

DeA Capital S.p.A. - Investor Relations Alberto Barucci / Anna Majocchi Tel. +39 02 6249951 [email protected]

De Agostini S.p.A. - Press Office Elena Dalle Rive Tel. +39 02 62499592 /335 7835912 [email protected]

DeA Capital (www.deacapital.com). DeA Capital S.p.A., a De Agostini Group company, is one of Italy's largest alternative investment companies. The Company, which operates in Asset Management and Alternative Investment, has approximately EUR 11,800 million in assets under management and is listed in the STAR segment of the MTA market of the Milan Stock Exchange.

The Group's operating performance and financial position, along with a summary of the financial results of the asset management companies, are summarised below.

Net Asset Value

30 September 2019 31 December 2018
"adjusted"
M€ €/Sh. M€ €/Sh.
Alternative Asset Management
- DeA Capital Real Estate SGR 138.0 0.53 140.4 0.56
- DeA Capital Alternative Funds SGR 42.6 0.16 43.4 0.17
- Other (YARD, DeA Capital RE France, Iberia) 7.4 0.03 6.8 0.03
Total AAM (A) 188.0 0.72 190.6 0.76
Alternative Investment
- Funds 119.4 0.46 125.0 0.49
- Shareholdings 61.5 0.24 51.0 0.20
Total AI (B) 180.9 0.70 176.0 0.69
Investment Portfolio (A+B) 368.9 1.42 366.6 1.45
Other net assets (liabilities) 3.0 0.01 3.4 0.01
Net Financial Position Holdings 78.6 0.30 65.3 0.26
NAV 450.5 1.73 435.3 1.72

4

Consolidated Statement of Financial Position

30.9.2019 1.1.2019
restated for IFRS
16 (*)
31.12.2018
"as reported"
(EUR thousand)
ASSETS
Non-current assets
Intangible and tangible assets
Goodwill 93,745 93,745 93,745
Intangible assets 20,354 21,023 21,023
Property, plant and equipment 14,995 16,924 854
- Building in Leasing
- Other leased assets
14,065
321
15,681
389
0
0
- Other property, plant and equipment 609 854 854
Total intangible and tangible assets 129,094 131,692 115,622
Investments
Investments at equity 16,417 20,892 20,892
Investments held by Funds at Fair Value through P&L 16,417 23,511 23,511
Other Investments at Fair Value through P&L 60,063 50,953 50,953
Funds at Fair Value through P&L 145,920 153,551 153,551
Other financial assets at Fair Value through P&L 47 36 36
Total financial Investments
Other non-current assets
238,864 248,943 248,943
Deferred tax assets 1,475 2,183 2,183
Loans and receivables 2,482 752 752
Receivables for deferment of placement costs 403 482 482
Financial receivables for leasing - non current position 1,374 1,558 0
Other non-current assets 4,721 4,668 4,668
Total other non-current assets 10,455 9,643 8,085
Total non-current assets 384,608 390,278 372,650
Current assets
Trade receivables 9,931 14,678 14,678
Financial assets at Fair Value 14,211 6,316 6,316
Financial receivables 0 500 500
Financial receivables for leasing - current position 244 240 0
Tax receivables from parent companies
Other tax receivables
1,839
3,233
374
15,760
374
15,760
Other receivables 2,626 4,051 4,051
Cash and cash equivalents 114,595 143,767 143,767
Total current assets 146,679 185,686 185,446
Total current assets 146,679 185,686 185,446
TOTAL ASSETS 531,287 575,964 558,096
SHAREHOLDERS' EQUITY AND LIABILITIES
SHAREHOLDERS' EQUITY
Share capital 266,612 306,612 306,612
Share premium reserve 186,882 240,859 240,859
Legal reserve 61,322 61,322 61,322
Own share reserve (10,415) (82,766) (82,766)
Fair value reserve 422 (179) (179)
Other reserves
Retained earnings (losses)
(19,382)
(41,378)
(18,555)
(51,882)
(18,555)
(51,882)
Profit (loss) for the year 6,454 11,070 11,070
Net equity Group 450,517 466,481 466,481
Minority interests 24,199 39,299 39,299
Shareholders' equity 474,716 505,780 505,780
LIABILITIES
Non-current liabilities
Trade payables 900 900 900
Deferred tax liabilities 6,030 6,018 6,018
End-of-service payment fund 4,990 4,637 4,637
Financial liabilities
- Financial liabilities for building in Leasing
15,183
13,159
17,909
15,050
2,859
0
- Other financial liabilities 2,024 2,859 2,859
Total non-current liabilities 27,103 29,464 14,414
Current liabilities
Trade payables 6,352 5,535 5,535
Payables to staff and social security organisations 7,333 9,122 9,122
Current tax 3,778 5,846 5,846
Other tax payables 2,406 1,256 1,256
Other payables 4,769 15,939 15,939
Short term financial payables 4,830 3,022 204
- Short term financial payables for building in Leasing 3,033 2,818 0
- Other Short term financial payables
Total current liabilities
1,797
29,468
204
40,720
204
37,902
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 531,287 575,964 558,096

(*) Figures at 31 December 2018 adjusted for the effects of the application of the new accounting standard IFRS 16 starting from 1 January 2019

DeA Capital S.p.A., Registered Office in Milan, Via Brera 21, 20121 Milan – Italy, Tel. +39 02 6249951, fax +39 02 62499599 Controlled and coordinated by De Agostini S.p.A., Registered Office in Novara, Via G. da Verrazano 15, 28100 Novara – Italy Authorised share capital of EUR 266,612,100, fully paid up. Tax Code, VAT reg. and Milan Companies Register No 07918170015, Milan REA (Administrative Economic Register) 1833926

Summary Consolidated Income Statement

(EUR thousand) Third quater
2019
First nine
months of 2019
Third quater
2018
First nine
months of 2018
Alternative Investment fees 16,185 47,708 14,405 44,370
Income (loss) from investments valued at equity (113) (246) (573) 927
Other investment income/expense 9,368 3,527 (10,062) 36,756
Income from services 101 298 675 1,794
Other revenues and income 2 32 29 62
Other expenses and charges (* ) (14,068) (40,757) (15,412) (43,530)
Financial income and expenses 92 (226) 124 419
PROFIT/(LOSS) BEFORE TAX 11,567 10,336 (10,814) 40,798
Income tax (2,005) (4,889) (434) (4,175)
PROFIT/(LOSS) FOR THE PERIOD FROM CONTINUING OPERATIONS 9,562 5,447 (11,248) 36,623
Profit (Loss) from discontinued operations/held-for-sale assets 0 0 0 0
PROFIT/(LOSS) FOR THE PERIOD 9,562 5,447 (11,248) 36,623
- Group share 10,358 6,454 (10,255) 6,863
- Non controlling interests (796) (1,007) (993) 29,760
0.00
Earnings per share, basic (€) 0.025 0.000 0.027
Earnings per share, diluted (€) 0.025 0.000 0.027

(*) includes items "personnel costs", "service costs", "depreciation, amortization and impairment" and "other expenses"

- Performance by business segment in the first nine months of 2019

(EUR thousand) Alternative
Investment
Alternative
Asset
Management
Holdings/
Eliminations
Consolidated
Alternative Asset Management fees 0 47,967 (259) 47,708
Income (loss) from investments valued at equity (112) (134) 0 (246)
Other investment income/expense 2,023 1,504 0 3,527
Other revenues and income 0 35 295 330
Other expenses and charges (318) (34,724) (5,715) (40,757)
Financial income and expenses 306 (175) (357) (226)
PROFIT/(LOSS) BEFORE TAXES 1,899 14,473 (6,036) 10,336
Income tax 0 (5,463) 574 (4,889)
PROFIT/(LOSS) FOR THE PERIOD FROM CONTINUING OPERATIONS 1,899 9,010 (5,462) 5,447
Profit (Loss) from discontinued operations/held-for-sale assets 0 0 0 0
PROFIT/(LOSS) FOR THE PERIOD 1,899 9,010 (5,462) 5,447
- Group share 2,388 9,528 (5,462) 6,454
- Non controlling interests (489) (518) 0 (1,007)

- Performance by business segment in the first nine months of 2018

(EUR thousand) Alternative
Investment
Alternative
Asset
Management
Holdings/
Eliminations
Consolidated
Alternative Asset Management fees 0 45,103 (733) 44,370
Income (loss) from investments valued at equity 108 819 0 927
Other investment income/expense 38,031 (1,275) 0 36,756
Other Income 0 1,328 528 1,856
Other expenses (2,516) (36,813) (4,201) (43,530)
Financial income and expenses 430 (16) 5 419
PROFIT/(LOSS) BEFORE TAXES 36,053 9,146 (4,401) 40,798
Income tax 0 (3,020) (1,155) (4,175)
PROFIT/(LOSS) FOR THE PERIOD FROM CONTINUING OPERATIONS 36,053 6,126 (5,556) 36,623
Profit (Loss) from discontinued operations/held-for-sale assets 0 0 0 0
PROFIT/(LOSS) FOR THE PERIOD 36,053 6,126 (5,556) 36,623
- Group share 7,201 5,218 (5,556) 6,863
- Non controlling interests 28,852 908 0 29,760

6

Consolidated Statement of Comprehensive Income

First nine First nine
(Euro thousands) months of 2019 months of 2018
Profit/(loss) for the period (A) 5,447 36,623
Comprehensive income/expense which might be subsequently reclassified within the
profit (loss) for the period 601 (213)
Incomes (Losses) on financial assets at fair value 601 (213)
Other changes in valuation reservers of associated companies 0 0
Comprehensive income/expense which will not be subsequently reclassified to the
profit (loss) for the period (60) (8)
Gains/(losses) on remeasurement of defined benefit plans (60) (8)
Other comprehensive income, net of tax (B) 541 (221)
Total comprehensive income for the period (A)+(B) 5,988 36,402
Total comprehensive income attributable to:
- Group Share 6,995 6,645
- Non Controlling Interests (1,007) 29,757

Consolidated Cash Flow Statement

(EUR thousand) First nine months
of 2019
First nine months
of 2018
CASH FLOW from operating activities
Investments in funds and shareholdings (14,199) (25,887)
Capital reimbursements from funds 19,548 53,061
Sale of investments 1,000 81,261
Interest received 94 335
Interest paid 0 (28)
Cash distribution from investments 1,970 428
Realized gains (losses) on exchange rate and derivatives 1 1
Taxes paid / reimbursed (6,139) (1,451)
Dividends received 135 183
Management and performance fees received 50,458 59,837
Revenues for services 1,263 1,486
Operating expenses (34,502) (36,342)
Net cash flow from operating activities 19,629 132,884
CASH FLOW from investment activities
Acquisition of property, plant and equipment (373) (79)
Sale of property, plant and equipment 0 34
Purchase of licenses and intangible assets (420) (11)
Net cash flow from investing activities (793) (56)
CASH FLOW from investing activities
Acquisition of financial assets (7,657) (2,465)
Sale of financial assets 516 200
Cash flow from leasing contract (2,232) 0
Share capital issued 100 766
Own shares acquired 0 (3,186)
Share capital issued for Stock Option Plan 324 0
Dividends paid (37,531) (75,508)
Loans and bank loans (1,528) 442
Net cash flow from financing activities (48,008) (79,751)
CHANGE IN CASH AND CASH EQUIVALENTS (29,172) 53,077
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 143,767 127,916
Effect of change in basis of consolidation: cash and cash equivalents 0 0
CASH AND CASH EQUIVALENTS AT END OF PERIOD 114,595 180,993

Summary of the financial results of the asset management companies

- DeA Capital Alternative Funds SGR

DeA Capital Alternative Funds SGR manages alternative investment funds (funds of funds, thematic private equity funds, as well as credit funds).

At 30 September 2019, the company managed 12 closed-end funds, of which 5 funds of funds (IDeA I FoF, ICF II, ICF III, IDeA Crescita Globale and DeA Endowment Fund), 1 "direct" co-investment fund (IDeA OF I) and 5 thematic funds (IDeA EESS, IDeA ToI, IDeA Agro, IDeA CCR I and II, the latter two being debtor-in-possession financing funds) and the Investitori Associati IV fund (in liquidation; the company also has management delegations for a portion of the closed-end, nonreserved AIF called "Azimut Private Debt" instituted by Azimut Capital Management SGR.

At the level of management performance, in the first nine months of 2019 the company reported an increase in assets under management of around EUR 300 million on the figure at 30 September 2018, due to the expansion of the Loans Segment respectively of IDeA CCR I and II funds, the launch of the Shipping Segment of the said CCR II fund and the launch of the funds-of-funds, DeA Endowment Fund and Azimut Private Debt (third-party management).

In terms of management fees, the increase reached EUR 3 million, due to the dynamics of the assets under management described and the additional performance fees earned on one of the funds under management.

DeA Capital Alternative Funds SGR (EUR million) 30 september 2019 30 september 2018
AUM 2,560 2,263
Management fees 18.1 14.7
Net Operating Profit (#) 4.0 2.8
Net Profit 4.0 2.8
Net Financial Position (°)
13.8
(*)
9.2

8

(#) Before the impact of Purchase Price Allocation ("PPA"), impairment, other non-recurring items

(°) Net of leasing liability of -2.6 EUR million

(*) Data at 31 December 2018 "adjusted". Reflects the application of IFRS 16 from 1.1.19 (-2,9 € million)

- DeA Capital Real Estate SGR

DeA Capital Real Estate SGR is the largest independent real estate asset management company in Italy, with around EUR 9.2 billion in assets under management and 50 managed funds (including 2 listed funds). This makes it a benchmark operator for Italian and international institutional investors in the promotion, creation and management of mutual real estate investment funds.

With regard to the operational performance, at 30 September 2019 assets under management stood at approximately EUR 9,200 million, marking an increase of approximately EUR 60 million compared to the same period of the previous year due to the launch of 8 new funds (with AuM for around EUR 800 million), which more than offset the impact of the process of developing the assets in portfolio.

At the level of management fees, the company reported a decline on the same period of the previous year (EUR -1.3 million), due essentially to the impact of the aforementioned development of the assets in portfolio.

The net profit for the first nine months of 2019 (EUR 6.7 million) was up on the first nine months of 2018 due to the impact on this latter period of the write-down to fair market value of the units held in several of the funds managed (by more than EUR -4 million).

DeA Capital Real Estate SGR (EUR million) 30 september 2019 30 september 2018
AUM 9,204 9,141
Management fees 29.1 30.4
Net Operating Profit (#) 7.2 7.4
Net profit 6.7 2.3
-of which:
- Shareholders 6.7 2.3
- Owners of financial equity instruments 0.0 0.0
Net Financial Position (°)
16.1
(*)
8.4

(#) Before the impact of Purchase Price Allocation ("PPA"), impairment, other non-recurring items

(°) Net of leasing liability of -8.0 EUR million

(*) Data at 31 December 2018 "adjusted". Reflects the application of IFRS 16 from 1.1.19 (-9,2 € million)