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DEA Capital Earnings Release 2019

Sep 5, 2019

4211_10-q_2019-09-05_bec4ad33-4da1-4b0b-b4db-729c8f7477e0.pdf

Earnings Release

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PRESS RELEASE

BOARD OF DIRECTORS APPROVES HALF-YEAR FINANCIAL STATEMENTS TO 30 JUNE 2019

  • Assets under management of over EUR 11,700 million and management fees of EUR 31.3 million, both up on HY1 2018
  • The net operating result of the AAM platform came in at EUR 7.4 million, up (+8.8%) compared with EUR 6.8 million in HY1 2018.
  • The net financial position of the holding companies was EUR 81.5 million, up vs EUR 65.3 million as at 31 December 2018 (adjusted of the extraordinary dividend distribution)

Milan, 5 September 2019 - The Board of Directors of DeA Capital S.p.A., chaired by Lorenzo Pellicioli, met today to examine and approve the Half-Year Report to 30 June 2019.

Analysis of the Consolidated Results to 30 June 2019

  • As at 30 June 2019, Assets under Management (AuM) came to over EUR 11,700 million (approximately EUR 11,200 million in HY1 2018), with management fees of EUR 31.3 million (EUR 30.6 million in HY1 2018).
  • During the first half of 2019, the subsidiary DeA Capital Alternative Funds SGR completed its launch of the new "DeA Endowment Fund", a closed-end fund of funds intended for banking foundations, and obtained a management delegation of a portion of the closed-end, non-reserved AIF called "Azimut Private Debt", founded by Azimut Capital Management SGR S.p.A. for new assets under management totalling EUR 114 million.
  • In June 2019, DeA Capital Real Estate France completed the structuring of its first transaction, which included the acquisition and subsequent management of a building for office use, in the Paris area, as advisor of a leading institutional investor.

Turning to the other key financials:

  • The net operating result of the AAM platform came in at EUR 7.4 million, compared with EUR 6.8 million in HY1 2018.
  • Group net result of EUR -3.9 million (essentially due to value alignments relating to the private equity portfolio), compared to a profit of EUR 17.1 million in the first half of 2018.
  • The investments portfolio came to EUR 353.4 million, including net assets from alternative asset management of EUR 183.7 million, private equity investments of EUR 46.7 million and units of funds for EUR 123.0 million.
  • The net financial position of the holding companies was positive for EUR 81.5 million at 30 June 2019, compared to EUR 65.3 million at 31 December 2018 (adjusted for the distribution of the extraordinary dividend of around EUR 31.2 million and of the effect of the application of IFRS

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. no. and Milan Register of Companies no. 07918170015, Milan REA (Administrative

16 starting from 1.1.2019), corresponding to approximately 19% of the NAV. The consolidated net financial position came to EUR 108.1 million at 30 June 2019, compared with EUR 101.0 million at 31 December 2018.

The Net Asset Value (NAV) was EUR 1.69 per share, compared to EUR 1.72 at 31 December 2018 (adjusted for the distribution of the aforementioned extraordinary dividend of 0.12 €/share). The comprehensive NAV (group shareholders' equity) was EUR 439.3 million, compared with EUR 435.3 million at year-end 2018.

Other significant events

Dividends from Alternative Asset Management

During the first months of 2019, the Alternative Asset Management companies distributed dividends to the holding companies for EUR 22.9 million (EUR 7.5 million in 2018), broken down as follows: EUR 17.8 million to DeA Capital Real Estate SGR (including the share of dividend resolved for SFP) and EUR 5.0 million to DeA Capital Alternative Funds SGR.

Foreign activities of the Alternative Asset Management Platform

DeA Capital Real Estate Iberia was established on 27 February 2019, a company under Spanish law, 73%-owned by the DeA Capital Group with the remaining portion owned by local key managers. The company is designed to develop real estate advisory business for raising funds and real estate advisory and management activities in Spain and Portugal, with a special focus on core plus, value-added and opportunistic investments. Through this initiative, DeA Capital S.p.A. is continuing the project of developing the real estate platform on a pan-European basis, through Group subsidiaries with the involvement of local senior management teams, already launched through the establishment in 2018 of DeA Capital Real Estate France.

Significant events after the end of the period

Signing of agreements with the Quaestio Group and its Shareholders

On 31 July 2019, in line with the development strategy of its Alternative Asset Management Platform, DeA Capital S.p.A. signed a series of agreements with the Quaestio Group and its main Shareholders, in particular Fondazione Cassa di Risparmio delle Provincie Lombarde and Alessandro Penati (Chairman of Quaestio Holding and Quaestio SGR); these agreements provide for:

  • the acquisition by the DeA Capital Group of the business unit consisting of the NPL Management activity of Quaestio SGR, relating to the management of the funds Atlante and Italian Recovery Fund for a total AuM of EUR 2.5 billion;
  • the entry of DeA Capital S.p.A. into the capital of Quaestio Holding, leader of the homonymous Group, alongside the "institutional" Shareholders of the company (with a relative majority stake of up to 44% of the capital).

The Quaestio Group is active in the following business areas:

  • Asset Management and NPL Management, through Quaestio SGR, 100% controlled by Quaestio Holding;
  • NPL Servicing, through Quaestio Cerved Credit Management, a joint-venture 50.1% owned by Quaestio Holding and 49.9% by Cerved Group.

Quaestio SGR is one of the leading operators in Italy specializing in investment solutions for institutional customers, with assets under management of around EUR 10 billion; in the year ended 31 December 2018, Quaestio SGR earned management fees of EUR 36.9 million - of which about EUR 7 million relating to NPL Management activities - and a net profit of EUR 2.9 million.

As regards the details of the agreements refer to the Press Release of DeA Capital of 31 July 2019.

Cancellation of 40,000,000 treasury shares

On 16 August 2019 was the cancellation of 40,000,000 treasury shares approved by the Extraordinary Meeting of DeA Capital S.p.A. on 18 April 2019. The transaction led to the reduction of the share capital from EUR 306,612,100 to EUR 266,612,100 and to the consequent amendment of Article 5 of the Articles of Association.

Please note that, as regards the foregoing, De Agostini S.p.A. – which had already waived, at the end of 2018, its double voting rights over 50% of the shares owned – finalized its waiver of double voting rights over the remaining 50% of the shares owned.

Outlook

Regarding the outlook, it will continue to be focused on the development of the Alternative Asset Management Platform, with the aim of completing the acquisition of the relative majority stake in Quaestio Holding / Quaestio SGR between the end of 2019 and the beginning of 2020 and of the NPL Management business, which is currently headed by the latter.

Specifically, the DeA Capital Group intends to consolidate its strategic positioning precisely in the NPL segment – extremely current and of great interest to investors – as well as integrate operations with investment solutions and capital allocation strategies with greater added value.

In relation to Private Equity Investment, work will be carried out to increase the value of the investments in the portfolio and, in parallel, taking advantage of the available capital will support the initiatives launched by the Alternative Asset Management Platform with a sponsorship / co-investment logic.

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 Half-Year Financial Statements to 30 June 2019 will be made available to the public on 09 September 2019, at the Company's headquarters, on the authorised storage system () and on the website at: http://www.deacapital.com/IT/29/Bilanci%20e%20Relazioni.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 154-bis, paragraph 2 of the Consolidated Finance Law (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]

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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 both Alternative Asset Management and Private Equity Investment, has over EUR 11,700 million assets under management and is listed in the STAR segment of the MTA market of the Milan stock exchange.

Authorised share capital of EUR 266,612,100, fully paid up Tax Code, VAT reg. no. and Milan Register of Companies no. 07918170015, Milan REA (Administrative

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 June 2019 31 December 2018
"adjusted"
M€ €/Sh. M€ €/Sh.
Alternative Asset Management
- DeA Capital Real Estate SGR 135.0 0.52 140.4 0.56
- DeA Capital Alternative Funds SGR 41.6 0.16 43.4 0.17
- Other (YARD, DeA Capital RE France, Iberia) 7.1 0.03 6.8 0.03
Total AAM (A) 183.7 0.71 190.6 0.76
Private Equity Investment
- Funds 123.0 0.47 125.0 0.49
- Shareholdings 46.7 0.18 51.0 0.20
Total PEI (B) 169.7 0.65 176.0 0.69
Investment Portfolio (A+B) 353.4 1.36 366.6 1.45
Other net assets (liabilities) 4.4 0.02 3.4 0.01
Net Financial Position Holdings 81.5 0.31 65.3 0.26
NAV 439.3 1.69 435.3 1.72

Consolidated Statement of Financial Position

(EUR thousand) 30.6.2019 1.1.2019 restated
for IFRS 16 (*)
31.12.2018
"as reported"
ASSETS
Non-current assets
Intangible and tangible assets
Goodwill 93,745 93,745 93,745
Intangible assets 20,539 21,023 21,023
Property, plant and equipment 15,835 16,924 854
- Building in Leasing 14,753 15,681 0
0
- Other leased assets
- Other property, plant and equipment
367
715
389
854
854
Total intangible and tangible assets 130,119 131,692 115,622
Investments
Investments at equity 19,637 20,892 20,892
Investments held by Funds at fair value through P&L 23,883 23,511 23,511
Other Investments at Fair Value through P&L 46,700 50,953 50,953
Funds at Fair Value through P&L 149,129 153,551 153,551
Other financial assets at Fair Value 47 36 36
Total financial Investments 239,396 248,943 248,943
Other non-current assets
Deferred tax assets 1,276 2,183 2,183
Loans and receivables 1,009 752 752
Receivables for deferment of placement costs
Financial receivables for leasing - non current position
430
1,436
482
1,558
482
0
Other non-current assets 4,635 4,668 4,668
Total other non-current assets 8,786 9,643 8,085
Total non-current assets
Current assets
378,301 390,278 372,650
Trade receivables 8,929 14,678 14,678
Financial assets at Fair Value 13,682 6,316 6,316
Financial receivables 0 500 500
Financial receivables for leasing - current position 242 240 0
Tax receivables from parent companies 1,349 374 374
Other tax receivables 8,777 15,760 15,760
Other receivables 3,520 4,051 4,051
Cash and cash equivalents 112,466 143,767 143,767
Total current assets 148,965 185,686 185,446
Total current assets
TOTAL ASSETS
148,965
527,266
185,686
575,964
185,446
558,096
SHAREHOLDERS' EQUITY AND LIABILITIES
SHAREHOLDERS' EQUITY
Net equity Group
Minority interests
439,255
24,854
466,481
39,299
466,481
39,299
Shareholders' equity 464,109 505,780 505,780
LIABILITIES
Non-current liabilities
Trade payables 900 900 900
Deferred tax liabilities 5,989 6,018 6,018
End-of-service payment fund 4,830 4,637 4,637
Financial liabilities 16,182 17,909 2,859
- Financial liabilities for building in Leasing 13,729 14,820 0
- Financial liabilities for other leased assets 190 230 0
- Other financial liabilities 2,263 2,859 2,859
Total non-current liabilities 27,901 29,464 14,414
Current liabilities
Trade payables
5,942 5,535 5,535
Payables to staff and social security organisations 5,860 9,122 9,122
Current tax 7,900 5,846 5,846
Other tax payables 786 1,256 1,256
Other payables 10,252 15,939 15,939
Short term financial payables 4,516 3,022 204
- Short term financial payables for building in Leasing 2,845 2,660 0
- Short term financial payables for other leased assets 178 158 0
- Other Short term financial payables 1,493 204 204
Total current liabilities 35,256 40,720 37,902
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 527,266 575,964 558,096

(*) Figures at 31.12.2018 adjusted the effects of the application from 1.1.2019 of the new accounting standard IFRS 16

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Authorised share capital of EUR 266,612,100, fully paid up Tax Code, VAT reg. no. and Milan Register of Companies no. 07918170015, Milan REA (Administrative

Economic Register) 1833926

Summary Consolidated Income Statement

(EUR thousand) First Half 2019 First Half 2018
Alternative Asset Management fees 31,523 29,965
Income (loss) from investments valued at equity (133) 1,500
Other investment income/expense (5,841) 46,818
Income from services 197 1,119
Other revenues and income 30 33
Other expenses and charges (*
)
(26,689) (28,118)
Financial income and expenses (318) 295
PROFIT/(LOSS) BEFORE TAX (1,231) 51,612
Income tax (2,884) (3,741)
PROFIT/(LOSS) FOR THE PERIOD FROM CONTINUING OPERATIONS (4,115) 47,871
Profit (Loss) from discontinued operations/held-for-sale assets 0 0
PROFIT/(LOSS) FOR THE PERIOD (4,115) 47,871
- Group share (3,904) 17,118
- Non controlling interests (211) 30,753
Earnings per share, basic
(€)
(0.015) 0.067
Earnings per share, diluted (€) (0.015) 0.067

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

Performance by business segment in HY1 2019

(EUR thousand) Private Equity
Investment
Alternative
Asset
Management
Holdings/
Eliminations
Consolidated
Alternative Asset Management fees 0 31,734 (211) 31,523
Income (loss) from investments valued at equity (47) (86) 0 (133)
Other investment income/expense (6,423) 582 0 (5,841)
Other revenues and income 0 33 194 227
Other expenses and charges (253) (22,692) (3,744) (26,689)
Financial income and expenses 89 (117) (290) (318)
PROFIT/(LOSS) BEFORE TAXES (6,634) 9,454 (4,051) (1,231)
Income tax 0 (3,488) 604 (2,884)
PROFIT/(LOSS) FOR THE PERIOD FROM CONTINUING OPERATIONS (6,634) 5,966 (3,447) (4,115)
Profit (Loss) from discontinued operations/held-for-sale assets 0 0 0 0
PROFIT/(LOSS) FOR THE PERIOD (6,634) 5,966 (3,447) (4,115)
- Group share (6,800) 6,343 (3,447) (3,904)
- Non controlling interests 166 (377) 0 (211)

Performance by business segment in HY1 2018

(EUR thousand) Private Equity
Investment
Alternative
Asset
Management
Holdings/
Eliminations
Consolidated
Alternative Asset Management fees 0 30,532 (567) 29,965
Income (loss) from investments valued at equity 721 779 0 1,500
Other investment income/expense 48,555 (1,737) 0 46,818
Other Income 0 803 349 1,152
Other expenses (2,331) (23,067) (2,720) (28,118)
Financial income and expenses 306 (15) 4 295
PROFIT/(LOSS) BEFORE TAXES 47,251 7,295 (2,934) 51,612
Income tax 0 (2,020) (1,721) (3,741)
PROFIT/(LOSS) FOR THE PERIOD FROM CONTINUING OPERATIONS 47,251 5,275 (4,655) 47,871
Profit (Loss) from discontinued operations/held-for-sale assets 0 0 0 0
PROFIT/(LOSS) FOR THE PERIOD 47,251 5,275 (4,655) 47,871
- Group share 17,423 4,350 (4,655) 17,118
- Non controlling interests 29,828 925 0 30,753

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. no. and Milan Register of Companies no. 07918170015, Milan REA (Administrative

Consolidated Statement of Comprehensive Income

(EUR thousand) First Half 2019 First Half 2018
Profit/(loss) for the period (A) (4,115) 47,871
Comprehensive incomes/expenses which might be subsequently reclassified to the
profit (loss) for the period
Comprehensive incomes/expenses which will not be subsequently reclassified to the
205 (152)
profit (loss) for the period (60) 122
Other comprehensive incomes /(losses), net of tax (B) 145 (30)
Total comprehensive incomes / (losses) for the period (A)+(B) (3,970) 47,841
Total comprehensive incomes (losses) attributable to:
- Group Share (3,759) 17,040
- Non Controlling Interests (211) 30,801

Consolidated Cash Flow Statement

(EUR thousand) First Half
2019
First Half
2018
CASH FLOW from operating activities
Investments in funds and shareholdings (7,593) (4,553)
Capital reimbursements from funds 10,021 30,269
Sale of investments 500 15,078
Interest received 68 325
Interest paid 0 (19)
Cash distribution from investments 859 203
Realized gains (losses) on exchange rate and derivatives 0 1
Taxes paid / reimbursed (1,448) (4,686)
Dividends received 135 183
Management and performance fees received 36,278 44,956
Revenues for services 705 1,148
Operating expenses (24,602) (26,368)
Net cash flow from operating activities 14,923 56,537
CASH FLOW from investment activities
Acquisition of property, plant and equipment (246) (74)
Sale of property, plant and equipment 0 34
Purchase of licenses and intangible assets (206) (9)
Net cash flow from investing activities (452) (49)
CASH FLOW from investing activities
Acquisition of financial assets (7,656) (1,458)
Sale of financial assets 510 200
Cash flow from leasing contract (1,461) 0
Share capital issued 97 0
Own shares acquired 0 (3,186)
Share capital issued for Stock Option Plan 324 0
Dividends paid (37,531) (33,098)
Loans and bank loans (54) 508
Net cash flow from financing activities (45,771) (37,034)
CHANGE IN CASH AND CASH EQUIVALENTS (31,300) 19,454
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 143,766 127,916
Effect of change in basis of consolidation: cash and cash equivalents 0 0
CASH AND CASH EQUIVALENTS AT END OF PERIOD 112,466 147,370

Pursuant to Consob Resolution 15519 of 27 July 2006, the impact of dealings with related parties on the Statement of Financial Position, Income Statement and Cash Flow Statement is explained in the Notes to the Financial Statements.

Summary of the financial results of the asset management companies

DeA Capital Alternative Funds SGR

DeA Capital Alternative Funds SGR operates in the management of private equity funds (funds of funds, themed funds and credit funds); as at 30 June 2019, the asset management company manages 12 closed-end private equity funds, of which 5 are funds of funds (IDeA I FoF, ICF II, ICF III, IDeA Crescita Globale, DeA Endowment Fund), 1 is a "direct" co-investment fund (IDeA OF I) and 5 are themed funds (IDeA EESS, IDeA ToI, IDeA Agro, IDeA CCR I and II, the latter two being funds of debtor-in-possession financing) as well as the Investitori Associati IV fund (in liquidation). The asset management company also has management delegations for a portion of the closed-end, nonreserved AIF called "Azimut Private Debt" instituted by Azimut Capital Management SGR.

With regard to the operational performance, in the first six months of 2019, the company recorded an increase in assets under management of EUR 347 million compared to the figure at 30 June 2018, attributable: (i) to the launch of the Shipping Segment (over EUR 170 million) and the expansion of the Loans Segment (EUR 14 million) of the IDeA CCR II fund, (ii) to the start-up of the IDeA Agro fund (EUR 80 million) in the second part of 2018, and (iii) to the start-up, during the first few months of 2019, of the DeA Endowment Fund (EUR 73 million) and Azimut Private Debt (management mandate of EUR 41 million).

In terms of management fees, the increase for more than EUR 2 million is due to the described trend of assets under management and the additional performance fees obtained for one of the funds under management.

DeA Capital Alternative Funds SGR (EUR million) 30 June 2019 30 June 2018
AUM 2,532 2,185
Management fees 12.0 9.8
Net Operating Profit (#) 3.1 2.0
Net Profit 3.1 2.0
Net Financial Position (°)
13.6
(*)
10.9

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

(°) Net of leasing liability of -2.7 EUR million

(*) Data at 31 December 2018 "adjusted". Reflects the application of IFRS 16 from 1.1.19

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 48 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.

(°)

As regards operational performance, at 30 June 2019 Assets Under Management stood at around EUR 9,200 million, with an increase of over EUR 200 million compared to the same period of the previous year.

In terms of management fees, the company showed a negative change in comparison with the same period of the previous year (EUR -1.5 million) mainly due to the impact of the write-down of the assets of the IDeA FIMIT Sviluppo fund and to the positive effect, on the figures at 30 June 2018, of the oneoff fees on the sales of the Omicron Plus fund (EUR 0.5 million).

The Net Result for the first six months of 2019 (EUR 3.9 million) shows a favourable change compared to the figure at 30 June 2018 mainly due to the impact of the evaluation at fair market value of the units held in the managed funds on the figure for the previous year (EUR -1.7 million).

DeA Capital Real Estate SGR (EUR million) 30 June 2019 30 June 2018
AUM 9,197 8,972
Management fees 19.3 20.8
Net Operating Profit (#) 4.3 4.8
Net profit 3.9 2.4
-of which:
- Shareholders 3.9 2.4
- Owners of financial equity instruments 0.0 0.0
Net Financial Position (°)
10.8
(*)
12.4

(°)

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

(°) Net of leasing liability of -8.4 EUR million

(*) Data at 31 December 2018 "adjusted". Reflects the application of IFRS 16 from 1.1.19