AI assistant
DEA Capital — Interim / Quarterly Report 2015
Aug 28, 2015
4211_10-k-afs_2015-08-28_b8aae863-eafd-4e49-9d93-4f0f9107f596.pdf
Interim / Quarterly Report
Open in viewerOpens in your device viewer
HALF-YEAR REPORT TO 30 JUNE 2015 ______________________
First Half of 2015
Board of Directors Milan, 27 August 2015
DeA Capital S.p.A.
Corporate information DeA Capital S.p.A. is subject to the management and coordination of De Agostini S.p.A. Registered office: Via Brera 21, Milan 20121, Italy Share capital: EUR 306,612,100 (fully paid up), comprising 306,612,100 shares with a nominal value of EUR 1 each (including 40,431,857 treasury shares at 30 June 2015) Tax code, VAT code and recorded in the Milan Register of Companies under no. 07918170015
Board of Directors (*)
Chairman Lorenzo Pellicioli
Chief Executive Officer Paolo Ceretti
Directors Lino Benassi Rosario Bifulco (1/4/5) Marco Boroli Donatella Busso Marco Drago Roberto Drago Francesca Golfetto (1/3/5) Severino Salvemini (2/3/5)
Board of Statutory Auditors (*)
Chairman Angelo Gaviani
- Permanent Auditors Gian Piero Balducci Annalisa Raffaella Donesana
- Deputy auditors Annamaria Esposito Abate Maurizio Ferrero Giulio Gasloli
Secretary to the Board of Directors
Manager responsible for preparing the Company's accounts
Manolo Santilli
Diana Allegretti
Independent Auditors PricewaterhouseCoopers S.p.A.
(*) In office until the approval of the Financial Statements for the Year Ending 31 December 2015
(1) Member of the Control and Risks Committee
- (2) Member and Chairman of the Control and Risks Committee
- (3) Member of the Remuneration and Appointments Committee (4) Member and Chairman of the Remuneration and Appointments Committee
(5) Independent Director
Contents
Interim Report on Operations
-
- Profile of DeA Capital S.p.A.
-
- Information for shareholders
-
- The DeA Capital Group's key statement of financial position and income statement figures
-
- Significant events in the first half of 2015
-
- The results of the DeA Capital Group
-
- Other information
Summary Consolidated Half-Year Report for the period 1 January to 30 June 2015
Statement of responsibilities for the Summary Consolidated Half-Year Report to 30 June 2015
Independent Auditors' Report
The (consolidated) financial statements have been translated from those issued in Italy, from the Italian into the English language solely for the convenience of international readers
Interim Report on Operations
1. Profile of DeA Capital S.p.A.
With an investment portfolio of around EUR 625 million and assets under management of EUR 10,600 million, DeA Capital S.p.A. is one of Italy's largest alternative investment operators.
The Company, which operates in both the Private Equity Investment and Alternative Asset Management businesses, is listed on the FTSE Italia STAR section of the Milan stock exchange and heads the De Agostini Group in the area of financial investments.
In the Private Equity Investment business, DeA Capital S.p.A. has "permanent" capital, and therefore has the advantage – compared with traditional private equity funds, which are normally restricted to a pre-determined duration – of greater flexibility in optimising the timing of entry to and exit from investments. In terms of investment policy, this flexibility allows it to adopt an approach based on value creation, including over the medium to long term.
In the Alternative Asset Management business, DeA Capital S.p.A. – through its subsidiaries IDeA FIMIT SGR and IDeA Capital Funds SGR – is Italy's leading operator in real estate fund management and private equity funds of funds programmes, respectively. The two companies are active in the promotion, management and value enhancement of investment funds, using approaches based on sector experience and the ability to identify opportunities for achieving the best returns.
As Alternative Asset Management focuses on managing funds with a medium-term to long-term duration, it generates cash flows that are relatively stable over time for DeA Capital S.p.A. This, in turn, enables the company to cover the typical investment cycle of the private equity investment sector.
| PRIVATE EQUITY INVESTMENT |
ALTERNATIVE ASSET MANAGEMENT |
|---|---|
| Direct investments In the services sector, in Europe and Emerging Europe. Indirect investments In private equity funds of funds, co investment funds and theme funds. |
IDeA Capital Funds SGR, which manages private equity funds (funds of funds, co-investment funds and theme funds). Assets under management: EUR 1.6 billion IDeA FIMIT SGR, which manages real estate funds. Assets under management: EUR 9.0 billion IRE/IRE Advisory, which operates in project, property and facility management, as well as real estate brokerage. |
At 30 June 2015, DeA Capital S.p.A. reported Group consolidated shareholders' equity of EUR 580.5 million (EUR 653.5 million at 31 December 2014, before the extraordinary dividend payout of EUR 79.9 million in May 2015), corresponding to a net asset value (NAV) of EUR 2.18 per share, with an investment portfolio of EUR 625.6 million (EUR 625.0 million at 31 December 2014).
More specifically, the investment portfolio consists of Private Equity Investment shareholdings of EUR 208.5 million, Private Equity Investment funds of EUR 219.6 million and net assets relating to the Alternative Asset Management business of EUR 197.5 million.
| Investment portfolio | ||
|---|---|---|
| June 30, 2015 | ||
| n. | EUR/mln | |
| Equity investments | 3 | 208.5 |
| Funds | 13 | 219.6 |
| Private Equity Investment | 16 | 428.1 |
| Alternative Asset Management (*) | 4 | 197.5 |
| Investment portfolio | 20 | 625.6 |
(*) Equity investments in subsidiaries relating to Alternative Asset Management are valued using the equity method in this table.
At 30 June 2015, the corporate structure of the Group headed by DeA Capital S.p.A. (the DeA Capital Group, or the Group) was as summarised below:
PRIVATE EQUITY INVESTMENT
o Main investments
- minority shareholding in Migros, Turkey's leading food retail chain operator, whose shares are listed on the Istanbul Stock Exchange. The investment is held through the Luxembourg-registered company Kenan Investments S.A., an investment recorded in the AFS portfolio of the DeA Capital Group (with a stake of 17.03%);
- strategic shareholding in Sigla, which provides consumer credit for nonspecific purposes (salary-backed loans and personal loans) and services nonperforming loans in Italy. The investment is held through the Luxembourgregistered company Sigla Luxembourg S.A., an associate of the DeA Capital Group (with a stake of 41.39%).
o Funds
- units in six funds managed by the subsidiary IDeA Capital Funds SGR, i.e. in the three funds of funds IDeA I Fund of Funds (IDeA I FoF), ICF II and ICF III, in the co-investment fund IDeA Opportunity Fund I (IDeA OF I) and in the theme funds IDeA Efficienza Energetica e Sviluppo Sostenibile (Energy Efficiency and Sustainable Development - IDeA EESS) and IDeA Taste of Italy (IDeA ToI);
- a unit in the real estate fund Atlantic Value Added (AVA), managed by IDeA FIMIT SGR;
- units in six venture capital funds.
ALTERNATIVE ASSET MANAGEMENT
- controlling interest in IDeA Capital Funds SGR (100%), which manages private equity funds (funds of funds, co-investment funds and theme funds) with about EUR 1.6 billion in assets under management and eight managed funds;
- controlling interest in IDeA FIMIT SGR (64.30%), Italy's largest independent real estate asset management company, with about EUR 9.0 billion in assets under management and 36 managed funds (including five listed funds);
- controlling interest in IRE/IRE Advisory (96.99%), which operate in project, property and facility management, as well as real estate brokerage.
2. Information for shareholders
Shareholder structure - DeA Capital S.p.A. (#)
(#) Figures at 30 June 2015 based on the latest communications available Note: At 27 August 2015, there were 41,188,042 treasury shares representing 13.4% of share capital
Share performance (°)
- From 11 January 2007, when DeA Capital S.p.A. began operations, to 30 June 2015
- From 1 January 2015 to 30 June 2015
(°) Source: Bloomberg
The performance of the DeA Capital share
The Company's share price declined by 39.9% between 11 January 2007, when DeA Capital S.p.A. began operations, and 30 June 2015. In the same period, the FTSE All-Share® and LPX50® fell by 43.3% and 9.5% respectively.
The DeA Capital share rose by 5.1% in the first half of 2015, while the Italian market index FTSE All-Share® gained 19.1% and the LPX50® 14.4%. Market capitalisation rose by approximately EUR 20 million compared with 31 December 2014. The share's liquidity increased sharply compared with 2014, with average daily trading volumes of around 403,000 shares.
The share prices recorded in the first half of 2015, adjusted for the distribution of the extraordinary divided of EUR 0.30 per share paid in May, are shown below:
| Market capitalisation at 30 June 2015 (EUR million) | 440 |
|---|---|
| Price at 30 June 2015 | 1.44 |
| Average price | 1.53 |
| Minimum price | 1.41 |
| Maximum price | 1.63 |
NB: Capitalisation net of treasury shares: approximately EUR 382 million
Investor Relations
DeA Capital S.p.A. maintains stable and structured relationships with institutional and individual investors. In the first half of 2015, as in previous years, the Company continued with its communication activities, including attendance at the STAR Conference held in Milan in March. The Company met with around ten institutional investors at this event. Since the start of 2015, the Company has also held meetings and conference calls with institutional investors, portfolio managers and financial analysts from Italy and abroad.
Research coverage of the share is currently carried out by Equita SIM and Intermonte SIM, the two main intermediaries on the Italian market, with Intermonte SIM acting as a specialist.
Since the start of 2015, the share has also been covered by Edison Investment Research, an independent company specialising in equity research and based in London; in the first half of 2015 alone, its research on DeA Capital was read by more than 1,300 institutional investors and analysts, spread over more than 35 countries in Europe, Australia, North America and the rest of the world.
The research prepared by these intermediaries is available in the Investor Relations section of the website www.deacapital.it.
In December 2008, the DeA Capital share joined the LPX50® and LPX Europe® indices. The LPX® indices measure the performance of the major listed companies operating in private equity (Listed Private Equity or LPE). Due to its high degree of diversification by region and type of investment, the LPX50® index has become one of the most popular benchmarks for the LPE asset class. The method used to constitute the index is published in the LPX Equity Index Guide. For further information please visit the website: www.lpx.ch. The DeA Capital share is also listed on the GLPE Global Listed Private Equity Index created by Red Rocks Capital, a US asset management company specialising in listed private equity companies. The index was created to monitor the performance of listed private equity companies around the world and is composed of 40 to 75 stocks. For further information: www.redrockscapital.com (GLPE Index).
In January 2015, the new DeA Capital S.p.A. website was launched with a completely fresh graphic layout and set of functions. The site can be found at www.deacapital.it and is available in Italian and English. The new site has a wealth of information, financial data, tools, documents, videos and news related to the DeA Capital Group's activities, strategy and investment portfolio. Of particular note are the following features: i) the site's responsive design, whereby the graphical layout automatically adapts to the device on which it is displayed (computers with various resolutions, tablets, smartphones, mobile phones, etc.), ii) users can customise the introductory pages of the Investor Relations area with repositionable widgets, and iii) users can also directly access the social networks on which DeA Capital is present from the homepage, as well as share articles, press releases or sections of interest on social networks. DeA Capital S.p.A. has strengthened its presence on Wikipedia and the following social networks, adding its most recent documents for institutional investors such as reports and presentations: SlideShare and LinkedIn (https://www.linkedin.com/company/deacapital-spa).
Since April 2014, DeA Capital has published an interactive report containing the annual results; the versions for 2013 and 2014 are available from the "Financial Statements and Reports" section of the website.
The website has always been the primary mode of contact for investors. They can subscribe to various mailing lists and receive any news on the DeA Capital Group that interests them, in a timely manner, as well as send questions or requests for information and documents to the Company's Investor Relations area, which is committed to answering queries promptly, as stated in the Investor Relations Policy published on the site. A quarterly newsletter is also published for investors to keep them updated on the main items of news on the Group, and analyse the quarterly results and share performance.
In this way, DeA Capital S.p.A. is continuing with its intention to strengthen its presence on the web and to make information for stakeholders available through many channels.
3. The DeA Capital Group's key statement of financial position and income statement figures
The DeA Capital Group's key statement of financial position and income statement figures at 30 June 2015 are shown below, compared with the corresponding figures at 31 December 2014 and 30 June 2014.
| (EUR million) | 30.06.2015 | 31.12.2014 "adjusted" (*) |
31.12.2014 "as reported" |
|---|---|---|---|
| NAV/share (EUR) | 2.18 | 2.11 | 2.41 |
| Group NAV | 580.5 | 573.6 | 653.5 |
| Investment portfolio | 625.6 | 625.0 | 625.0 |
| Net financial position - Holding companies | (37.1) | (39.3) | 40.6 |
| Consolidated net financial position | 8.2 | (22.1) | 57.8 |
(*) The "adjusted" results at 31.12.2014 take into account the extraordinary dividend distribution of 0,30 € / share, for a total 79,9 million Euro, which was completed in May 2015
| (Dati in milioni di Euro) | First Half 2015 | First Half 2014 |
|---|---|---|
| Group net profit/(loss) | 23.6 | (57.1) |
| Comprehensive income (Group share) (Statement of Performance – IAS 1) |
17.0 | (6.0) |
The table below shows the change in the Group's NAV during the first half of 2015.
| Change in Group NAV | Total value (EUR m) |
No. shares (millions) |
Value per share (EUR) |
|---|---|---|---|
| Group NAV "as reported" at 31.12.2014 | 653.5 | 271.6 | 2.41 |
| Extraordinary dividend distributed | (79.9) | (0.30) | |
| "Adjusted" Group NAV at 31.12.2014 | 573.6 | 271.6 | 2.11 |
| Purchase of own shares | (9.9) | (5.4) | (*) 1.81 |
| Comprehensive income - Statement of Performance – IAS 1 | 17.0 | ||
| Other changes in NAV | (0.2) | ||
| Group NAV at 30.06.2015 | 580.5 | 266.2 | 2.18 |
(*) Average price of purchases in 2015
The table below provides details of the Group's statement of financial position at 30 June 2015.
| June 30, 2015 | December 31, 2014 | |||||
|---|---|---|---|---|---|---|
| "adjusted" (*) | ||||||
| M€ | % NIC | €/Sh. | M€ | % NIC | €/Sh. | |
| Private Equity Investment | ||||||
| - Kenan Inv. / Migros | 196.9 | 32% | 0.74 | 209.1 | 34% | 0.77 |
| - Funds - Private Equity / Real Estate | 219.6 | 36% | 0.82 | 203.0 | 33% | 0.75 |
| - Other (Sigla, ) | 11.6 | 2% | 0.04 | 11.4 | 2% | 0.04 |
| Total PEI (A) | 428.1 | 69% | 1.60 | 423.5 | 69% | 1.56 |
| Alternative Asset Management | 0.00 | 0% | 0.00 | 0.00 | 0% | 0% |
| - IDeA FIMIT SGR | 142.2 | 23% | 0.53 | 144.6 | 24% | 0.53 |
| - IDeA Capital Funds SGR | 47.5 | 8% | 0.18 | 49.9 | 8% | 0.18 |
| - IRE / IRE Advisory | 7.8 | 1% | 0.03 | 7.0 | 1% | 0.03 |
| Total AAM (B) | 197.5 | 32% | 0.74 | 201.5 | 33% | 0.74 |
| Investment Portfolio (A+B) | 625.6 | 101% | 2.34 | 625.0 | 102% | 2.30 |
| Otehr net assets (liabilities) | (8.0) | -1% | (0.03) | (12.1) | -2% | (0.04) |
| NET INVESTED CAPITAL ("NIC") | 617.6 | 100% | 2.31 | 612.9 | 100% | 2.26 |
| Net Financial Debt Holdings | (37.1) | -6% | (0.13) | (39.3) | -6% | (0.15) |
| NAV | 580.5 | 94% | 2.18 | 573.6 | 94% | 2.11 |
(*) The "adjusted" results at December 31, 2014 take into account the extraordinary dividend distribution of 0,30 € / share, for a total 79,9 million Euro, which was completed in May 2015
4. Significant events in the first half of 2015
The significant events that occurred in the first half of 2015 are reported below.
Private equity funds – paid calls/distributions
In the first half of 2015, the DeA Capital Group increased its investment in the following funds by a total of EUR 12.9 million: IDeA I FoF (EUR 5.5 million), ICF II (EUR 2.3 million), ICF III (EUR 0.6 million), IDeA OF I (EUR 1.2 million), IDeA EESS (EUR 1.4 million), IDeA ToI (EUR 1.1 million) and AVA (EUR 0.8 million).
At the same time, the DeA Capital Group received capital reimbursements totalling EUR 21.2 million, chiefly from the IDeA I FoF, ICF II and IDeA OF I funds (EUR 17.4 million, EUR 1.6 million and EUR 1.9 million respectively) to be used in full to reduce the carrying value of the units.
Thus, in the first half of 2015, the private equity funds in which DeA Capital S.p.A. has invested produced a net positive cash balance totalling EUR 8.3 million for the portion relating to the Group.
Share buy-back plan
On 17 April 2015, the shareholders' meeting of DeA Capital S.p.A. authorised the Board of Directors to buy and sell, on one or more occasions and on a rotating basis, a maximum number of ordinary shares in the Company representing a stake of up to 20% of the share capital.
The new plan replaces the previous plan approved by the shareholders' meeting on 17 April 2014 (which was scheduled to expire with the approval of the 2014 Annual Financial Statements), and will pursue the same objectives as the previous plan, including purchasing treasury shares to be used for extraordinary transactions and share incentive schemes, offering shareholders a means of monetising their investment, stabilising the share price and regulating trading within the limits of current legislation.
The authorisation specifies that purchases may be carried out up to the date of the shareholders' meeting to approve the financial statements at 31 December 2015 and, in any case, not beyond the maximum duration allowed by law, in accordance with all the procedures allowed by current regulations, and that DeA Capital S.p.A. may also sell the shares purchased for the purposes of trading, without time limits. The unit price for the purchase of the shares will be set on a case-by-case basis by the Company's Board of Directors, but must not be more than 20% above or below the share's reference price on the trading day prior to each individual purchase. In contrast, the authorisation to sell treasury shares already held in the Company's portfolio, and any shares bought in the future, was granted for an unlimited period, to be implemented using the methods considered most appropriate and at a price to be determined on a case-by-case basis by the Board of Directors, which must not, however, be more than 20% below the share's reference price on the trading day prior to each individual sale (with certain exceptions specified in the plan). Sale transactions may also be carried out for trading purposes.
On the same date, the Board of Directors voted to implement the plan to buy and sell treasury shares authorised by the shareholders' meeting, vesting the Chairman of the Board of Directors and the Chief Executive Officer with all the necessary powers, to be exercised severally and with full power of delegation, and set the maximum unit price, above which purchases of treasury shares may not be made, at the NAV per share indicated in the most recent statement of financial position approved and disclosed to the market. At the same meeting, the Company's Board of Directors also voted to adopt market practice regarding the acquisition of treasury shares by setting up a "securities warehouse", as permitted by Consob Resolution 16839 of 19 March 2009.
Amendments to the performance share plan and the stock option plan for 2013-2015 and 2014-2016
Pursuant to art. 114-bis of the TUF, on 17 April 2015, the shareholders' meeting approved a number of amendments to the following current share-based incentive plans: (i) DeA Capital Performance Share Plan 2013-2015, (ii) DeA Capital Stock Option Plan 2013-2015, (iii) DeA Capital Performance Share Plan 2014-2016, and (iv) DeA Capital Stock Option Plan 2014-2016 (together, the Plans).
The approved amendments concern (i) the introduction of a second performance target, related to the total shareholder return of the DeA Capital share, in addition to, and as an alternative to, the target for growth in the adjusted NAV already provided for by the Plans, on which the conversion into shares of the units and the entitlement to exercise the options are dependent, and (ii) the introduction of claw-back mechanisms that enable the Company to oblige beneficiaries to return shares received pursuant to the Plans, should circumstances emerge that clearly show that incorrect data have been used to verify the achievement of the required performance targets.
New performance share plan
On 17 April 2015, the DeA Capital S.p.A. shareholders' meeting approved the DeA Capital Performance Share Plan 2015-2017, under which a maximum of 675,000 units may be allocated. On the same date, in implementation of the shareholders' resolution, the Board of Directors of DeA Capital S.p.A. voted (i) to launch the DeA Capital Performance Share Plan 2015-2017 approved by the shareholders' meeting, vesting the Chairman of the Board of Directors and the Chief Executive Officer with all the necessary powers, to be exercised severally and with full power of delegation; and (ii) to allocate 515,000 units (representing the right to receive ordinary shares in the Company free of charge, under the terms and conditions of the plan) to certain employees and/or directors performing particular roles at the Company, its subsidiaries and the Parent Company De Agostini S.p.A.
The shares allocated due to the vesting of units will be drawn from the treasury shares already held by the Company so that the allocation will not have a dilutive effect.
In addition, the Plan enables DeA Capital to oblige beneficiaries to return, in full or in part, shares received pursuant to the Plan, should circumstances emerge that clearly show that incorrect data have been used to verify the achievement of the targets for the vesting of the units ("claw-back").
The shareholders' meeting also approved the Company's Remuneration Policy pursuant to art. 123-ter of the TUF.
Introduction of the increased voting rights mechanism ( loyalty shares)
Also on 17 April 2015, the extraordinary shareholders' meeting of DeA Capital S.p.A. approved the amendment to article 9 of the Articles of Association introducing the loyalty shares mechanism, pursuant to article 127-quinquies of the TUF. Specifically, the mechanism will permit the allocation of two voting rights for every ordinary DeA Capital share held by the same shareholder of the Company for a continuous period of at least 24 months, starting from the registration of the shareholder on a special list, which will be set up and maintained by the Company. The introduction of the new mechanism is intended to encourage shareholders to retain their equity investments over the long term, and therefore promote the presence of long-term shareholders who are not geared towards short-termism and are endowed (through the increased voting rights) with more effective monitoring powers. This objective is particularly important for DeA Capital, whose business is traditionally marked by medium- to long-term cycles.
Dividends from Alternative Asset Management
On 28 April 2015, IDeA Capital Funds SGR paid dividends totalling EUR 3.5 million, attributable entirely to DeA Capital S.p.A.
On 6 May 2015, IDeA FIMIT SGR paid dividends totalling EUR 7.2 million, of which approximately EUR 4.7 million was attributable to the DeA Capital Group.
In summary, dividends paid during 2015 by the Alternative Asset Management business to the DeA Capital Group's holding companies totalled EUR 8.2 million (EUR 12.5 million in 2014).
Distribution of the share premium reserve
On 13 May 2015, in accordance with the vote of the shareholders' meeting on 17 April 2015, DeA Capital S.p.A. made a partial distribution of the share premium reserve in the amount of EUR 0.30 per share, i.e. based on the total number of shares net of treasury shares held, amounting to around EUR 79.9 million in total.
5. The results of the DeA Capital Group
The consolidated results relate to the operations of the DeA Capital Group in the following businesses:
- Private Equity Investment, which includes the reporting units involved in private equity investment, broken down into shareholdings (direct investments) and investments in funds (indirect investments);
- Alternative Asset Management, which includes reporting units involved in asset management activities and related services, with a focus on the management of private equity and real estate funds.
The DeA Capital Group's investment portfolio
The structure of the DeA Capital Group's investment portfolio in the Private Equity Investment and Alternative Asset Management businesses, as defined above, is summarised in the table below.
| June 30, 2015 | |||
|---|---|---|---|
| n. | EUR/mln | ||
| Equity investments | 3 | 208.5 | |
| Funds | 13 | 219.6 | |
| Private Equity Investment | 16 | 428.1 | |
| Alternative Asset Management (*) | 4 | 197.5 | |
| Investment portfolio | 20 | 625.6 |
(*) Equity investments in subsidiaries relating to Alternative Asset Management are valued using the equity method in this table.
Details on portfolio asset movements in the first six months of 2015 are provided in the sections on the Private Equity Investment and Alternative Asset Management businesses below.
Private Equity Investment
In terms of shareholdings, at 30 June 2015, the DeA Capital Group was a shareholder of:
- Kenan Investments, the indirect parent company of Migros (valued at EUR 196.9 million);
- Sigla Luxembourg, the parent company of Sigla (valued at EUR 11.4 million);
- Harvip, which manages funds and investment vehicles used to purchase distressed real estate and other investments (valued at EUR 0.2 million).
The DeA Capital Group is also a shareholder in other smaller companies which are not included in the investment portfolio as they are either dormant or in liquidation, and have zero carrying value.
With regard to funds, at 30 June 2015, the DeA Capital Group was subscribed to units in:
- IDeA I FoF (valued at EUR 88.0 million);
- ICF II (valued at EUR 39.9 million);
- ICF III (valued at EUR 2.4 million);
- IDeA OF I (valued at EUR 69.5 million);
- IDeA EESS (valued at EUR 5.6 million);
- IDeA ToI (valued at EUR 1.0 million);
- AVA (valued at EUR 3.3 million);
- six venture capital funds (with a total value of approximately EUR 9.9 million).
Valuations of shareholdings and funds in the portfolio reflect estimates made using the information available on the date this document was prepared.
Investments in associates
- Sigla Luxembourg (parent company of Sigla)
Registered office: Italy
Sector: Consumer credit
Website: www.siglacredit.it
Investment details:
On 5 October 2007, the DeA Capital Group finalised the acquisition of a stake (currently 41.39%) in Sigla Luxembourg, the holding company that fully controls Sigla, which operates in Italy and provides consumer credit for non-specific purposes.
Brief description:
Sigla specialises in salary-backed loans and personal loans. It is a benchmark operator in the provision of financial services to households throughout Italy, chiefly through a network of agents.
The company's product range of salary-backed loans and personal loans includes the servicing of portfolios of unsecured non-performing loans (personal loans and credit cards).
The stake in Sigla Luxembourg, which is recorded under "Investments in associates", was worth around EUR 11.4 million in the Consolidated Half-Year Report to 30 June 2015 (EUR 11.2 million at 31 December 2014). The increase compared with 31 December 2014 is largely due to the profit for the period.
| Sigla (mln €) | First Half 2015 | First Half 2014 | Change |
|---|---|---|---|
| Loans to customers* | 38.0 | 0.0 | 38.0 |
| Revenues from loans to customers | 0.3 | 0.0 | 0.3 |
| CQS granted | 70.6 | 0.0 | 70.6 |
| Revenues from CQS | 4.7 | 0.0 | 4.7 |
| Group net profit | 0.6 | 0.0 | 0.6 |
* Receivables for personal loans net of impairment provisions
During the first half of 2015, Sigla's operating performance saw the company break even; this was an improvement on the year-earlier period thanks to growth in the number of salarybacked loans granted in connection with new funding received in the second half of 2014, the full effects of which should be felt from the second quarter of this year.
Together with a considerable reduction in the risk profile (the negotiated release of existing guarantees on a large part of the portfolio of previously granted salary-backed loans, the granting of loans in the new portfolio on a non-recourse basis, and the gradual reduction in the contribution of personal loans) and a more efficient structure, the availability of such funding from salary-backed loans (over EUR 300 million raised at the end of 2014) puts the company in the best possible position to capitalise on the expected regulatory developments (the creation of a single register of intermediaries authorised to carry out lending activities), thereby improving its profitability and competitiveness.
Investments in other companies
- Kenan Investments (indirect parent company of Migros)
Sector: Food retail Website: www.migros.com.tr
Investment details:
In 2008, the DeA Capital Group acquired about 17% of the capital of Kenan Investments, the company heading the structure to acquire the controlling interest in Migros.
As of 15 July 2015, following the sale by Moonlight Capital, a wholly-controlled subsidiary of Kenan Investments, of a 40.25% stake in Migros to Anadolu Endüstri Holding, a leading Turkish conglomerate, Kenan Investments jointly controlled Migros with a stake of 40.25%.
Brief description:
Migros was established in 1954, and is the leading company in the food retail sector in Turkey. The company has 1,296 outlets (at 30 June 2015), with a total net area of 974,000 square metres.
Migros is present in all seven regions of Turkey, and has a marginal presence in Kazakhstan and Macedonia.
The company operates under the following names: Migros, Tansas and Macrocenter (supermarkets), 5M (hypermarkets), Ramstore (supermarkets abroad) and Kangurum (online store).
Growth in the food retail sector in Turkey is a relatively recent phenomenon, brought about by the transition from traditional systems such as bakkals (small stores typically run by families) to an increasingly widespread organised distribution model driven by expansion and the modernisation process under way in Turkey.
The stake in Kenan Investments is recorded in the Consolidated Half-Year Report to 30 June 2015 at EUR 196.9 million (compared with EUR 209.1 million at 31 December 2014).
This valuation is based on the percentage held by DeA Capital S.p.A. and on:
- net proceeds (EUR 107.7 million) received by DeA Capital S.p.A. on 24 July 2015 following completion of the sale by Kenan Investments of an indirect 40.25% stake in Migros;
- a valuation of EUR 89.2 million for the remaining holding (an indirect stake of approx. 6.8% in Migros' capital, i.e. 40.25% of the latter's capital via the investment by Kenan Investments S.A.), which in turn is based on a price per share for Migros of:
- - TRY 26.00 (plus interest of 7.5% p.a. from 30 April 2015) for the stake subject to put/call options on 9.75% of Migros, as agreed with Anadolu and exercisable from 30 April 2017;
- TRY 21.10, being the market price on 30 June 2015, for the remaining stake (30.5% of Migros capital).
The decrease of EUR 12.2 million versus 31 December 2014 was mainly due to the impact of the reduction in the share price (from TRY 22.75 at 31 December 2014) and the devaluation of the Turkish lira against the euro (to TRY/EUR 2.99 at 30 June 2015 from TRY/EUR 2.83 at 31 December 2014) on the stake that is not subject to the above-mentioned contract with Anadolu (i.e. 30.5% of Migros).
The effect of the change in the fair value of Migros on the DeA Capital Group's NAV was partially offset by the increase of EUR 1.2 million during the first half of 2015 in estimated carried interest to be paid, based on the total capital gain.
| Migros (mln YTL) | First Half 2015 | First Half 2014 | Change |
|---|---|---|---|
| Revenues | 4,369 | 3,738 | 16.9% |
| EBITDA | 270 | 235 | 14.9% |
| Group net profit | (111) | 42 | n.a. |
| Net financial debt | (1,636) | (1,663) | +27 mln YTL |
Looking at the global picture, the signs of a slowdown seen in the Turkish economy in 2014 continued in the first half of 2015, with GDP growth of 2.3% yoy in the first quarter (2.9% in 2014); inflation was also down from 8.9% in 2014 to 7.2% at the end of June.
At the same time, the greater uncertainty in the institutional framework following the results of the June 2015 elections (the outgoing governing party, AKP, lost its absolute majority and had difficulties forming a coalition government, leading to a risk of fresh elections), combined with growing tensions with neighbouring countries, have contributed to a sharp increase in volatility of the Turkish lira in the first half of 2015.
The food retail sector in Turkey remained buoyant in the first half of 2015, with sustained growth in commercial space (10.3%) and the supermarket segment (6.4% yoy), which maintained its dominant position.
In terms of operating performance, Migros grew revenues by 16.9% yoy compared with the first half of 2014; this was partly driven by the expansion of the sales network (217 new sales outlets in 12 months). This performance translated into improved profit margins. The decrease in the Group's share of net profit was due to the 2014 figure being negatively affected by the TRY/EUR exchange rate on euro-denominated debt.
Note that Migros has confirmed its intention, for the medium term, to sustain the rate of expansion of its network by opening 175-200 new supermarkets a year, with a focus on areas of 150-350 square metres (with a particular emphasis on fresh products, a growing proportion of private-label products and a much broader choice than discount stores). At the same time, the company confirmed double-digit revenue growth guidance and an EBITDA margin in the 6- 6.5% range.
Funds
At 30 June 2015, the DeA Capital Group's Private Equity Investment business included investments – other than the investment in the IDeA OF I fund (fully consolidated in accordance with IFRS 10) and the AVA real estate fund (classified under "Investments in associates", based on the units held) – in three funds of funds (IDeA I FoF, ICF II and ICF III), two theme funds (IDeA EESS and IDeA ToI) and another six venture capital funds, for a total carrying amount in the Consolidated Financial Statements of EUR 219.6 million (corresponding to the estimated fair value calculated using the information available on the date this document was prepared).
Residual commitments for all the funds in the portfolio were approximately EUR 94.0 million.
- IDeA OF I
IDeA Opportunity Fund I
Registered office: Italy
Sector: Private equity Website: www.ideasgr.com
Investment details:
IDeA OF I is a closed-end fund under Italian law for qualified investors, which began operations on 9 May 2008 and is managed by IDeA Capital Funds SGR.
At its meeting on 20 July 2011, the Board of Directors of IDeA Capital Funds SGR approved a number of regulatory changes. These included changing the name of the IDeA Co-Investment Fund I to IDeA Opportunity Fund I (IDeA OF I) and extending investment opportunities to qualified minority interests, independently or via syndicates.
The DeA Capital Group has a total commitment of up to EUR 101.8 million in the fund.
Brief description:
IDeA OF I has total assets of approximately EUR 217 million. Its objective is to invest, independently or via syndicates with a lead investor, by purchasing qualified minority interests.
At 30 June 2015, IDeA OF I had called up 80.5% of the total commitment and distributed 7.9% of that commitment, after making nine investments:
-
on 8 October 2008, it acquired a 5% stake in Giochi Preziosi S.p.A., a company active in the production, marketing and sale of children's games with a product line covering childhood to early adolescence. In May 2015, IDeA OF I completed the sale of the entire stake in Giochi Preziosi for EUR 4.4 million (of which EUR 1.7 million was deferred until 31 December 2018), plus a potential earn-out conditional upon Giochi Preziosi achieving various performance parameters by the end of 2018. In addition to the above-mentioned transaction, IDeA OF I paid EUR 5.2 million to subscribe to a bond convertible into 5% of the shares of Giochi Preziosi (maturing on 31 December 2018);
-
on 22 December 2008, it acquired a 4% stake in Manutencoop Facility Management S.p.A. by subscribing to a reserved capital increase. This company is Italy's leading integrated facility management company, providing and managing a wide range of property management services and other services for individuals and government agencies. On 2 July 2013, IDeA OF I sold a 1% stake in the company's capital to the controlling shareholder (Manutencoop Società Cooperativa), backed by the issue of a three-year remunerated vendor note, thereby reducing its own stake to 3%;
- on 31 March 2009, it acquired a 17.43% stake in Grandi Navi Veloci S.p.A., an Italian shipping company that transports passengers and goods on various routes around the Mediterranean Sea. On 2 May 2011, with the finalisation of Marinvest's entry into the shareholder structure of Grandi Navi Veloci S.p.A. through the subscription of a reserved capital increase, the stake held by IDeA OF I was diluted to 9.21%. Subsequently, IDeA OF I's decision not to subscribe, on a pro-rata basis, to two further capital increases (August 2012, January 2014) led to a further dilution in its shareholding to the current 3.12%;
- on 10 February 2011, it invested in bonds convertible into shares of Euticals S.p.A., Italian leader in the production of active ingredients for pharmaceutical companies that operate in the generics sector. As part of the extraordinary operation that led to the transfer of the controlling share in Euticals S.p.A., on 3 April 2012, these bonds were transferred into the acquisition vehicle, Lauro 57, which now owns 100% of Euticals S.p.A.; in exchange, a stake of 7.77% was acquired in the same acquisition vehicle. On 13 February 2015, a capital increase was approved for a total of EUR 17.5 million divided into three tranches. The first EUR 12.5 million tranche was subscribed and paid up on 2 April 2015 (IDeA OF I's investment totalled EUR 1.2 million), while the next two tranches (EUR 3.0 million and EUR 2.0 million respectively) are dependent on the achievement of business restructuring objectives and results targets for 2015. After the above-mentioned capital increase, the shareholding in the company was 7.98%;
- on 25 February 2011, it purchased a 9.29% stake in Telit Communications PLC (Telit), the third-largest producer of machine-to-machine communications systems in the world. The stake held by IDeA OF I was subsequently diluted to 8.53% due to the exercise of stock options by the company's management. The sale of a portion of Telit's shares held by IDeA OF I, which began in 2014, continued in 2015 for a total price of EUR 21.1 million (of which EUR 11.2 million was recorded at the end of 2014), generating a 3.3 times return on the original investment. Following the sale, IDeA OF I now owns approximately 2.2% of Telit;
- on 11 September 2012, an agreement was signed with the main shareholder, Filocapital S.r.l., for an investment in Iacobucci HF Electronics S.p.A. (Iacobucci), a company that manufactures trolleys for aeroplanes and trains, and specialises in the design, production and marketing of components for aircraft fittings and furnishings. At the date of this document, the investment in Iacobucci consists of a stake of 34.85%, following two reserved capital increases on 7 August 2013 (EUR 3 million) and 19 May 2014 (EUR 3 million), and the conversion of a bond into shares of Iacobucci, for EUR 6 million, which took place on 10 October 2014;
- on 9 October 2012, IDeA OF I acquired an indirect stake of 4.6% in Patentes Talgo S.A. (Talgo), a Spanish company that designs and produces solutions for the rail sector, chiefly sold on the international market (high-speed trains, and maintenance vehicles and systems). On 7 May 2015, a 45% partial stake in the subsidiary was sold as part of its listing on the Madrid stock exchange for net proceeds of EUR 24.3 million, a return of 3.6 times the original investment. After this sale, IDeA OF I held
an indirect stake in Talgo of approximately 2.5%;
- on 12 December 2012, it acquired a stake of 29.34% in 2IL Orthopaedics, a Luxembourg-registered vehicle which, through a public takeover bid and subsequent delisting of previously listed shares, obtained full control (on 15 February 2013) of English company Corin Group PLC (Corin). Corin is active in the production and marketing of orthopaedic devices, especially for hips and knees;
- - on 27 February 2013, the fund acquired a stake of 10% in Elemaster S.p.A. (Elemaster), the leading operator in ODM (original design manufacturing) and EMS (electronic manufacturing services), i.e. the design and construction of electronic equipment. At the same time, the IDeA Efficienza Energetica e Sviluppo Sostenibile Fund, also managed by IDeA Capital Funds SGR, invested an equal amount.
The units held in IDeA OF I were reported in the Consolidated Half-Year Report to 30 June 2015 at EUR 69.5 million, versus EUR 56.0 million at 31 December 2014. The change is attributable to capital calls of EUR 1.2 million, capital reimbursements of EUR 1.9 million, a pro-rata net gain for the period of EUR 16.7 million and a EUR 2.5 million decrease in fair value.
The table below shows a breakdown of the fund's NAV at 30 June 2015.
| of NAV IDeA OF I June 30, 2015 at |
|||||
|---|---|---|---|---|---|
| (EUR million) | 100% | DeA Capital | |||
| Investments in Portfolio | |||||
| Giochi Preziosi | 5.2 | 2.4 | |||
| Manutencoop Facility Management | 18.9 | 8.9 | |||
| Grandi Navi Veloci | 4.2 | 2.0 | |||
| Lauro Cinquantasette (Euticals) | 13.0 | 6.1 | |||
| Telit Communications | 10.5 | 4.9 | |||
| Iacobucci HF Electronics | 12.0 | 5.6 | |||
| Pegaso Transportation Investments (Talgo) | 23.5 | 11.0 | |||
| 2IL Orthopaedics LTD (Corin) | 14.0 | 6.6 | |||
| Elemaster | 8.5 | 4.0 | |||
| Total Investments in Portfolio | 109.8 | 51.6 | |||
| Other long term receivables | 9.0 | 4.2 | |||
| Other aseets (liabilities) | 0.4 | 0.2 | |||
| Cash and cash equivalents | 28.6 | 13.4 | |||
| Net equity | 147.8 | 69.5 |
The table below shows the key figures for IDeA OF I at 30 June 2015.
| IDeA OF I | Registered office | Year of commitment | Fund Size | Subscribed commitment |
% DeA Capital in fund |
|---|---|---|---|---|---|
| Euro (€) | |||||
| IDeA Opportunity Fund I | Italia | 2008 | 216,550,000 | 101,750,000 | 46.99 |
| Residual Commitments | |||||
| Total residual commitment in: | Euro | 19,790,375 |
- IDeA I FoF
IDeA I Fund of Funds
Registered office: Italy Sector: Private equity Website: www.ideasgr.com Investment details:
IDeA I FoF is a closed-end fund under Italian law for qualified investors, which began operations on 30 January 2007 and is managed by IDeA Capital Funds SGR.
The DeA Capital Group has a total commitment of up to EUR 173.5 million in the fund.
Brief description:
IDeA I FoF, which has total assets of approximately EUR 681 million, invests its assets in units of unlisted closed-end funds that are mainly active in the local private equity sector in various countries. It optimises the risk-return profile through careful diversification of assets among managers with a proven track record of returns and solidity, different investment approaches, geographical areas and maturities.
At the date of the latest report available, the IDeA I FoF portfolio was invested in 42 funds with different investment strategies; these funds in turn hold 402 positions, with varying maturities, in companies active in geographical regions with different growth rates.
The funds are diversified in the buy-out (control) and expansion (minorities) categories, with overweighting towards medium- and small-scale transactions and special situations (distressed debt/equity and turnaround).
At 30 June 2015, IDeA I FoF had called up 84.4% of its total commitment and had made distributions totalling 57.6% of that commitment.
Other important information:
Below is an analysis of the portfolio, updated to the date of the latest report available, broken down by year of investment, geographical area, sector and type.
The units in IDeA I FoF had a value of approximately EUR 88.0 million in the Consolidated Half-Year Report to 30 June 2015 (EUR 93.5 million at 31 December 2014). The change was due to capital calls of EUR 5.5 million, capital reimbursements of EUR 17.4 million and an increase in fair value of EUR 6.4 million.
The table below shows the key figures for IDeA I FOF at 30 June 2015.
| IDeA I FoF | Registered office | Year of commitment | Fund Size | Subscribed commitment |
% DeA Capital in fund |
|---|---|---|---|---|---|
| Euro (€) | |||||
| IDeA I Fund of Funds | Italia | 2007 | 681,050,000 | 173,500,000 | 25.48 |
| Residual Commitments | |||||
| Total residual commitment in: | Euro | 27,100,692 |
- ICF II
ICF II
| Registered office: Italy | |
|---|---|
| Sector: Private equity | |
| Website: www.ideasgr.com | |
| Investment details: |
ICF II is a closed-end fund under Italian law for qualified investors, which began operations on 24 February 2009 and is managed by IDeA Capital Funds SGR.
The DeA Capital Group has a total commitment of up to EUR 51 million in the fund.
Brief description:
ICF II, with total assets of EUR 281 million, invests in units of unlisted closed-end funds that are mainly active in the local private equity sector of various countries. It optimises the risk-return profile through careful diversification of assets among managers with a proven track record of returns and solidity, different investment approaches, geographical areas and maturities.
The fund started building its portfolio by focusing on funds in the area of mid-market buy-outs, distressed and special situations, loans, turnarounds and funds with a specific sector slant, targeting in particular opportunities offered in the secondary market.
At the date of the latest report available, the ICF II portfolio was invested in 27 funds with different investment strategies; these funds in turn hold positions, with varying maturities, in around 337 companies active in various geographical regions.
At 30 June 2015, ICF II had called up around 68.4% of its total commitment and had made distributions totalling 15.6% of that commitment.
Below is an analysis of the portfolio, updated to the date of the latest report available, broken down by year of investment, geographical area, sector and type.
The units in ICF II had a value of approximately EUR 39.9 million in the Consolidated Half-Year Report to 30 June 2015 (EUR 35.3 million at 31 December 2014). The increase was due to capital calls of EUR 2.3 million, capital reimbursements of EUR 1.6 million and a fair value increase of EUR 3.9 million.
The table below shows the key figures for ICF II at 30 June 2015:
| ICF II | Registered office | Year of commitment | Fund Size | Subscribed commitment |
% DeA Capital in fund |
|---|---|---|---|---|---|
| Euro (€) | |||||
| ICF II | Italia | 2009 | 281,000,000 | 51,000,000 | 18.15 |
| Residual Commitments | |||||
| Total residual commitment in: | Euro | 16,093,287 |
- ICF III
ICF III
| Registered office: Italy |
|---|
| Sector: Private equity |
| Website: www.ideasgr.com |
| Investment details: |
ICF III is a closed-end fund under Italian law for qualified investors, which began operations on 10 April 2014 and is managed by IDeA Capital Funds SGR.
The DeA Capital Group has a total commitment of up to EUR 12.5 million in the fund.
Brief description:
ICF III, which at the first closing had total assets of EUR 57 million, intends to invest its assets in units of closed-end private equity funds or in schemes that replicate the financial model, either as lead investor or with other co-investors.
The fund is divided into three segments:
- Core, with a focus on buy-outs, expansion capital and special situations;
- Credit & Distressed, which invests in special credit operations (preferred equity, mezzanine, senior loans), turnarounds and other credit strategies;
- Emerging Markets, which focuses on expansion capital, buy-outs, distressed assets and venture capital operations in emerging markets.
At 30 June 2015, ICF III had called up 32.5%, 27.3% and 13.2% in the Core, Credit & Distressed and Emerging Markets segments respectively.
The units in ICF III had a value of approximately EUR 2.4 million in the Consolidated Half-Year Report to 30 June 2015 (EUR 1.7 million at 31 December 2014). The increase was the combined effect of capital calls of EUR 0.6 million and an increase in fair value of EUR 0.1 million.
The table below shows the key figures for ICF III at 30 June 2015.
| ICF III | Registered office | Year of commitment | Fund Size | Subscribed commitment |
% DeA Capital in fund |
|---|---|---|---|---|---|
| Euro (€) | |||||
| ICF III | Italia | 2014 | 57,050,000 | 12,500,000 | 21.91 |
| of which: | |||||
| Comparto Core | 25,400,000 | 1,000,000 | 3.94 | ||
| Comparto C redit & Distressed | 16,650,000 | 4,000,000 | 24.02 | ||
| Comparto Emerging Markets | 15,000,000 | 7,500,000 | 50.00 | ||
| Residual Commitments |
Total residual commitment in: Euro 10,093,164
- IDeA EESS
IDeA Efficienza Energetica e Sviluppo Sostenibile
Registered office: Italy Sector: Private equity
Website: www.ideasgr.com Investment details:
IDeA EESS is a closed-end fund under Italian law for qualified investors, which began operating on 1 August 2011 and is managed by IDeA Capital Funds SGR.
The DeA Capital Group has a total commitment of EUR 15.3 million in the fund.
Brief description:
IDeA EESS is a closed-end mutual fund under Italian law for qualified investors, which seeks to acquire minority and controlling interests in unlisted companies in Italy and abroad, by investing jointly with local partners.
The fund is dedicated to investing in small and medium-sized manufacturing and service companies operating in the field of energy savings and the efficient use of natural resources. It focuses on the development of solutions that are faster and cheaper in the use of renewable energy sources without compromising effectiveness in reducing CO2 emissions, against a backdrop of sustained growth in global energy demand.
At 30 June 2015, IDeA EESS had called up 50.1% of its total commitment from subscribers, after making six investments:
- - on 8 May 2012, the fund made its first investment, acquiring 48% of Domotecnica Italiana (independent Italian franchising of thermo-hydraulic installers) for approximately EUR 2.6 million, as well as subsequent capital increases totalling EUR 1.0 million, investments that were written down in full at 31 December 2014. In view of the gradual deterioration in the company's results and financial position, it was put into liquidation on 9 March 2015;
- - on 27 February 2013, the fund invested EUR 8.5 million to acquire a stake of 10% in Elemaster, a leading operator in ODM (original design manufacturing) and EMS (electronic manufacturing services), i.e. the design and construction of electronic equipment. At the same time, the IDeA OF I fund, also managed by IDeA Capital Funds SGR, invested an equal amount;
- - on 23 April 2013, the fund invested EUR 3.5 million to acquire a 29.9% stake in SMRE, which specialises in the design and construction of industrial systems to cut and process fabric, and also has know-how in electrical drives with particularly innovative technology in integrated electric transmission. The acquisition was conducted via subscription to a reserved capital increase in SMRE;
- - on 27 December 2013, the fund invested EUR 3.9 million in the special purpose acquisition company (SPAC) GreenItaly 1, of which EUR 3.5 million was in ordinary shares, which entitle it to 10% of the company, and EUR 0.4 million, in its capacity as promoter of the vehicle, in special shares without voting rights. The aim of
GreenItaly 1, a themed SPAC, is to acquire an unlisted, medium-sized Italian company operating in the efficient use of resources, energy efficiency or environmental sector within 24 months of the IPO (completed on 27 December 2013);
- - During the first half of 2014, the fund invested in several further tranches in Meta System totalling EUR 12.5 million, representing a stake of 16.0% in the company; this subsequently increased to 21.5% through the reinvestment of its pro-rata proceeds of the sale of a subsidiary of Meta System. Meta System is active in the production of transmission equipment, electronic antennas and alarm systems for the automotive sector, as well as home telematics systems and battery chargers for electric vehicles;
- - on 5 February 2015, the fund made its sixth investment, acquiring a shareholding in Baglioni via a first capital increase of EUR 8.0 million for a 35.9% stake in the company. The investment involves another capital increase (of around EUR 2 million) when certain conditions arise and contains a purchase price adjustment mechanism, with potential for the stake to increase to 41.2%. Baglioni is a company involved in the design and manufacture of compressed air tanks for applications across a broad spectrum of industrial sectors;
- - subsequent to the end of the first half of 2015, on 30 July 2015 the fund acquired a 26.81% stake in Italchimici S.r.l. for EUR 11.3 million. Italchimici is a pharmaceutical company specialising in the sale of respiratory and alimentary tract products; it has established itself as a leader in Italy, especially in paediatrics.
The units in IDeA EESS were valued at approximately EUR 5.6 million in the Consolidated Half-Year Report to 30 June 2015 (EUR 4.3 million at 31 December 2014). The increase was the combined effect of capital calls of EUR 1.4 million and a EUR 0.1 million decrease in fair value.
The table below shows the key figures for IDeA EESS at 30 June 2015.
| IDeA EESS | Registered office | Year of commitment | Fund Size | Subscribed commitment |
% DeA Capital in fund |
|---|---|---|---|---|---|
| Euro (€) | |||||
| IDeA Efficienza Energetica e Sviluppo Sostenibile | Italia | 2011 | 100,000,000 | 15,300,000 | 15.30 |
| Residual Commitments |
Total residual commitment in: Euro 7,630,080
- IDeA ToI
IDeA Taste of Italy
Registered office: Italy Sector: Private equity Website: www.ideasgr.com Investment details:
IDeA ToI is a closed-end fund under Italian law for qualified investors, which began operating on 30 December 2014 and is managed by IDeA Capital Funds SGR.
The DeA Capital Group has a total commitment of EUR 8.6 million in the fund.
Brief description:
IDeA ToI is a closed-end mutual fund under Italian law for qualified investors, which seeks to acquire minority and controlling interests in mainly small and medium-sized enterprises in Italy, either independently or with other co-investors.
The fund invests in companies operating in the agricultural foods sector, especially areas involved in the production and distribution of foodstuffs in the form of both primary and secondary (processed) products or related services.
On 15 May 2015, IDeA ToI made its first investment, acquiring, together with co-investors, a total stake of 70% in a vehicle that wholly owns Gruppo La Piadineria; IDeA ToI's pro rata stake was EUR 10.6 million. Gruppo La Piadineria is Italy's largest chain of shops selling piadine (traditional flatbread sandwich wraps), with outlets in towns and cities across northern and central Italy.
At 30 June 2015, IDeA ToI had called up 14.4% of the total commitment from subscribers.
Units in IDeA ToI had a value of almost zero at 30 June 2015 due to the start-up costs of the newly launched fund.
The units in IDeA ToI had a value of approximately EUR 1.0 million in the Consolidated Half-Year Report to 30 June 2015 (close to zero at 31 December 2014). The increase was the combined effect of capital calls of EUR 1.1 million and a decrease in fair value of EUR 0.1 million.
The table below shows the key figures for IDeA ToI at 30 June 2015.
| IDeA ToI | Registered office | Year of commitment | Fund Size | Subscribed commitment |
% DeA Capital in fund |
|---|---|---|---|---|---|
| Euro (€) | |||||
| IDeA Taste of Italy | Italia | 2014 | 86,350,000 | 8,600,000 | 9.96 |
| Residual Commitments | |||||
| Total residual commitment in: | Euro | 7,365,900 |
- AVA
Atlantic Value Added
Registered office: Italy
Sector: Private Equity – Real Estate Website: www.ideafimit.it
Investment details:
The "Atlantic Value Added Closed-End Speculative Real Estate Mutual Fund" is a mixedcontribution fund for qualified investors that began operations on 23 December 2011.
DeA Capital subscribed to a commitment in the fund of up to EUR 5 million (corresponding to 9.1% of the total commitment), with payments of approximately EUR 4.2 million already made at 30 June 2015.
Brief description:
The fund, which is managed by the subsidiary IDeA FIMIT SGR and has a commitment of around EUR 55 million, began its operations with a primary focus on real estate investments in the office and residential markets. The duration of the fund is eight years.
On 29 December 2011, the fund invested EUR 41.5 million through the purchase/subscription of units in the Venere fund, a closed-end speculative reserved real estate fund managed by IDeA FIMIT SGR. The Venere fund's real estate portfolio consists of properties primarily for residential use located in northern Italy.
The units in the AVA fund had a value of approximately EUR 3.3 million in the Consolidated Half-Year Report to 30 June 2015 (compared with EUR 2.6 million at 31 December 2014). The increase was the combined effect of net investments of EUR 0.8 million and a pro rata share (EUR -0.1 million) of the net loss for the period.
The table below shows the key figures for the AVA fund at 30 June 2015.
| AVA | Registered office | Year of commitment | Fund Size | Subscribed commitment |
% DeA Capital in fund |
|---|---|---|---|---|---|
| Euro (€) | |||||
| Atlantic Value Added | Italia | 2011 | 55,000,000 | 5,000,000 | 9.08 |
| Residual Commitments Total residual commitment in: |
Euro | 850,000 |
- Units in venture capital funds
The units in venture capital funds had a total value of approximately EUR 9.9 million in the Half-Year Report to 30 June 2015 (EUR 9.6 million at 31 December 2014). The increase was the combined effect of capital reimbursements of EUR 0.3 million, impairment of EUR 0.2 million and increases in fair value of EUR 0.8 million.
The table below shows the key figures for venture capital funds in the portfolio at 30 June 2015.
| Venture Capital Funds | Registered office | Year of commitment |
Fund Size | Subscribed commitment |
% DeA Capital in fund |
|---|---|---|---|---|---|
| Dollars (USD) | |||||
| Doughty Hanson & Co Technology | UK EU | 2004 | 271,534,000 | 1,925,000 | 0.71 |
| GIZA GE Venture Fund III | Delaware U.S.A. | 2003 | 211,680,000 | 10,000,000 | 4.72 |
| Israel Seed IV | Cayman Islands | 2003 | 200,000,000 | 5,000,000 | 2.50 |
| Pitango Venture Capital III | Delaware U.S.A. | 2003 | 417,172,000 | 5,000,000 | 1.20 |
| Totale Dollars | 21,925,000 | ||||
| Euro (€) | |||||
| Nexit Infocom 2000 | Guernsey | 2000 | 66,325,790 | 3,819,167 | 5.76 |
| Sterlings (GBP) | |||||
| Amadeus Capital II | UK EU | 2000 | 235,000,000 | 13,500,000 | 5.74 |
| Residual Commitments | |||||
| Total residual commitment in: | Euro | 5,045,001 |
Alternative Asset Management
At 30 June 2015, DeA Capital S.p.A. was the owner of:
- 100% of IDeA Capital Funds SGR;
- 64.30% of IDeA FIMIT SGR (including 61.30% held through DeA Capital Real Estate and the remaining 3.00% directly);
- 96.99% of IRE/IRE Advisory (which operates in project, property and facility management and real estate brokerage).
- - IDeA Capital Funds SGR
Registered office: Italy
Sector: Alternative Asset Management - Private Equity
Website: www.ideasgr.com Investment details:
IDeA Capital Funds SGR operates in the management of private equity funds (funds of funds, coinvestment funds and theme funds). At 30 June 2015, the asset management company managed eight closed-end private equity funds, including four funds of funds (IDeA I FoF, ICF II, ICF III and IDeA Crescita Globale, which targets the retail market), a "direct" co-investment fund (IDeA OF I), two theme funds (IDeA EESS, which operates in energy efficiency, and IDeA ToI, in the agricultural foods sector) and, since April 2015, Investitori Associati IV (in liquidation).
The investment programmes of IDeA Capital Funds SGR, which are regulated by the Bank of Italy and Consob, leverage the management team's wealth of experience in the sector.
The investment strategies of the funds of funds focus on building diversified portfolios in private equity funds in the top quartile or that are next-generation leaders with balanced asset allocation through diversification by:
- industrial sector;
- investment strategy and stage (buy-outs, venture capital, special situations, etc.);
- geographical area (Europe, US and the Rest of the World);
- maturity (commitments with investment periods diluted over time).
The investment strategies of the "direct" co-investment fund focus on minority interests in businesses that primarily concentrate on Europe, and on diversification based on the appeal of individual sectors, while limiting early stage investments.
The investment philosophy of the IDeA EESS sector fund focuses on growth capital and buy-out private equity to support the growth of small and medium-sized enterprises with products/services of excellence in the energy efficiency and sustainable development. Investments in infrastructure for the generation of energy from renewable sources or early-stage investments can be made in compliance with regulatory restrictions.
The investment target of the IDeA ToI fund is small and medium-sized enterprises operating in the agricultural foods industry, through operations in development capital and early-stage buyouts.
The table below summarises the value of assets under management and management fees for IDeA Capital Funds SGR at 30 June 2015.
| (EUR million) | Asset Under Management at 30 giu. 2015 |
Management fees at 30 giu. 2015 |
|---|---|---|
| IDeA Capital Funds SGR | ||
| IDeA I FoF | 681 | 2.1 |
| IDeA OF I | 217 | 1.2 |
| ICF II | 281 | 1.1 |
| IDeA EESS | 100 | 1.0 |
| Idea Crescita Globale | 55 | 0.7 |
| ICF III | 57 | 0.2 |
| Taste of Italy | 86 | 0.9 |
| Investitori Associati IV | 122 | 0.4 |
| Total IDeA Capital Funds SGR | 1,599 | 7.6 |
With regard to operating performance, IDeA Capital Funds SGR posted a year-on-year increase of approximately EUR 208 million in assets under management in the first half of 2015. This increase is due to the launch of IDeA ToI (EUR 86 million) in December 2015 and the takeover of the management of Investitori Associati IV, starting in April 2015.
| IDeA Capital Funds SGR (EUR million) | First half 2015 | First half 2014 |
|---|---|---|
| AUM | 1,599 | 1,391 |
| Management fees | 7.6 | 6.7 |
| EBITDA | 3.2 | 3.0 |
| Net profit | 2.0 | 1.9 |
- IDeA FIMIT SGR
Registered office: Italy
Sector: Alternative Asset Management - Real Estate
Website: www.ideafimit.it
Investment details:
IDeA FIMIT SGR is the largest independent real estate asset management company in Italy, with around EUR 9.0 billion in assets under management and 36 managed funds (including five listed funds). This puts it among the major partners of Italian and international investors in promoting, creating and managing mutual real estate investment funds.
IDeA FIMIT SGR undertakes three main lines of business:
- the development of mutual real estate investment funds designed for institutional clients and private investors;
- the promotion of innovative real estate financial instruments to satisfy investors' increasing demands;
- the professional management (technical, administrative and financial) of real estate funds with the assistance of in-house experts as well as the best independent technical, legal and tax advisors on the market.
The company has concentrated investments in transactions with low risk, stable returns, low volatility, simple financial structures and, most importantly, an emphasis on property value. In particular, the asset management company specialises in "core" and "core plus" properties, but its major investments also include "value added" transactions.
Due in part to successful transactions concluded in recent years, the asset management company is able to rely on a panel of prominent unit-holders consisting of Italian and international investors of high standing, such as pension funds, banking and insurance groups, companies and sovereign funds.
The table below summarises the value of assets under management and management fees for IDeA FIMIT SGR at 30 June 2015.
| (EUR million) | Asset Under Management at 30 giu. 2015 |
Management fees at 30 giu. 2015 |
|---|---|---|
| Breakdown of funds | ||
| Atlantic 1 | 619 | 1.4 |
| Atlantic 2 Berenice | 201 | 0.4 |
| Alpha | 422 | 2.1 |
| Beta | 89 | 0.5 |
| Delta | 220 | 1.3 |
| Listed funds | 1,551 | 5.6 |
| Reserved funds | 7,445 | 19.2 |
| Total IDeA FIMIT SGR | 8,996 | 25 |
Some of the key financials of the listed funds in the asset management portfolio (i.e. Atlantic 1, Atlantic 2, Alpha, Beta and Delta) are provided below, with an analysis of the real estate portfolio at the date of the latest report available, broken down by geographical area and by intended use (figures in EUR).
| Atlantic 1 | 30.06.2015 |
|---|---|
| Market value of properties | 574,640,000 |
| Historical cost and capitalised | |
| charges | 608,115,544 |
| Financing | 341,647,526 |
| Net Asset Value (NAV) | 258,618,760 |
| NAV/unit (EUR) | 495.9 |
| Market price/unit (EUR) | 367.0 |
| Dividend yield from investment* | 5.87% |
* Ratio of income per unit to annual average nominal value per unit
68%
Atlantic 1: Diversification by geographical area Atlantic 1: Diversification by intended use
Piemonte / Emilia R.
Lazio 15%
Campania 12%
| Atlantic 2 - Berenice | 30.06.2015 |
|---|---|
| Market value of properties Historical cost and capitalised |
177,735,000 |
| charges | 196,573,586 |
| Financing | 80,000,000 |
| Net Asset Value (NAV) | 111,016,050 |
| NAV/unit (EUR) | 185.0 |
| Market price/unit (EUR) | 110.5 |
| Dividend yield from investment* | 9.19% |
* Ratio of income per unit to annual average nominal value per unit
Atlantic 2: Diversification by geographical area Atlantic 2: Diversification by intended use
| Alpha | 30.06.2015 |
|---|---|
| Market value of properties | 371,650,000 |
| Historical cost and capitalised charges | 325,481,495 |
| Financing | 50,329,153 |
| Net Asset Value (NAV) | 362,431,549 |
| NAV/unit (EUR) | 3,489.1 |
| Market price/unit (EUR) | 1,020.0 |
| Dividend yield from investment* | 5.27% |
* Ratio of income per unit to annual average nominal value per unit
Alpha: Diversification by geographical area Alpha: Diversification by intended use
| Market value of properties Historical cost and capitalised |
57,785,000 |
|---|---|
| charges | 71,672,510 |
| Net Asset Value (NAV) | 63,712,464 |
| NAV/unit (EUR) | 237.3 |
| Market price/unit (EUR) | 138.0 |
| Dividend yield from investment* | 8.24% |
* Ratio of income per unit to annual average nominal value per unit
Beta: Diversification by geographical area Beta: Diversification by intended use
| Delta | 30.06.2015 |
|---|---|
| Market value of properties | 206,020,000 |
| Historical cost and capitalised charges | 256,257,386 |
| Financing | 24,008,441 |
| Net Asset Value (NAV) | 194,649,541 |
| NAV/unit (EUR) | 92.5 |
| Market price/unit (EUR) | 37.2 |
| Dividend yield from investment* | n.a. |
* No distribution from investment
With regard to IDeA FIMIT SGR's operating performance, management fees in the first half of 2015 were down by EUR 3.3 million compared with the year-earlier period. This was mainly due to the revised fees agreed for some managed funds (amid a general market squeeze on management fees). The increase in net profit compared with the first half of 2014 was mainly due to the impact in that year of impairment on financial equity instruments (strumenti finanziari partecipativi, or SFP), which entitle former FIMIT shareholders to variable commission relating to the funds managed by FIMIT at the date of the merger with FARE SGR; the value is shown in the financial statements as the effect of the merger of the two asset management companies.
| IDeA FIMIT SGR (EUR million) | First Half 2015 | First Half 2014 |
|---|---|---|
| AUM | 8,996 | 9,017 |
| Management fees | 24.8 | 28.1 |
| EBITDA | 10.6 | 11.9 |
| Net profit | 3.3 | 0.2 |
| -of which: | ||
| - Shareholders | 3.3 | 4.3 |
| - Owner of financial equity instruments | 0.0 | (4.1) |
- Innovation Real Estate
| Registered office: Italy |
|---|
| Sector: Property Services |
| Website: www.innovationre.it |
| Investment details: |
| Innovation Real Estate (IRE) operates in property valuation and is structured along the following strategic lines: |
| project & construction management (property planning, development and reconditioning); |
| property management (the administrative and legal management of properties); facility & building management (services connected with buildings and related maintenance); |
| due diligence (technical and environmental due diligence, urban regulatory procedures); |
asset management (strategic support for improving the rental condition of buildings and optimising associated management costs, in order to maximise the return on property investment).
IRE currently manages a property portfolio comprising 50% offices and the remainder split between commercial, tourist, logistics & industrial and residential property.
In terms of operating performance, the EUR 0.5 million yoy reduction in IRE's revenues for real estate services in the first half of 2015 was mainly due to the different phasing of project management services in the first six months of 2014.
| Innovation Real Estate (EUR million) | First half 2015 | First half 2014 |
|---|---|---|
| Revenues | 8.1 | 8.6 |
| EBITDA | 1.6 | 2.3 |
| Net profit | 1.2 | 1.5 |
Consolidated income statement
The Group reported consolidated net profit of approximately EUR 43.9 million in the first half of 2015, compared with a net loss of approximately EUR 57.2 million in the same period of 2014.
Revenues and other income break down as follows:
- - Alternative Asset Management fees of EUR 31.2 million (EUR 33.6 million in the same period of 2014);
- - other investment income, net of expenses, totalling EUR 35.4 million, mainly due to gains/revaluations in the income statement totalling EUR 39.6 million on investments held by IDeA Opportunity Fund, and impairment of EUR 5.9 million on assets in said fund (EUR -55.9 million in the same period in 2014, due to marking the investment in Santé to market (EUR -58.4 million));
- - service revenues of EUR 8.6 million (compared with EUR 9.3 million recorded in the same period of 2014).
Costs totalled EUR 35.2 million (EUR 46.0 million in the same period of 2014), of which EUR 31.6 million was attributable to Alternative Asset Management, EUR 1.2 million to Private Equity Investment and EUR 2.4 million to holding company activities. Alternative Asset Management costs in the first half of 2015 include the effects of the amortisation of intangible assets, totalling EUR 2.6 million, recorded when a portion of the purchase price of the investments was allocated.
Net financial income, which amounted to EUR 2.9 million at 30 June 2015, mainly relates to income generated from cash and cash equivalents, exchange rate gains on foreign investments and other financial income.
The total tax impact for the first half of 2015 (EUR +1.0 million compared with EUR 2.4 million in the same period of 2014) is the combined result of taxes of EUR 3.9 million due in respect of Alternative Asset Management activities and tax credits of EUR 4.9 million relating to holding activities.
Of the Group's net profit of EUR 23.6 million, EUR 17.8 million was attributable to Private Equity Investment, EUR 4.6 million to Alternative Asset Management and EUR 1.2 million to holding company activities/eliminations.
Summary consolidated income statement
| (EUR thousand) | First Half 2015 |
First Half 2014 |
|---|---|---|
| Alternative Asset Management fees | 31,213 | 33,584 |
| Income (loss) from equity investments | (57) | (748) |
| Other investment income/expense | 35,377 | (55,913) |
| Income from services | 8,645 | 9,278 |
| Other income | 122 | 143 |
| Other expenses | (35,230) | (45,986) |
| Financial income and expenses | 2,853 | 79 |
| PROFIT/(LOSS) BEFORE TAX | 42,923 | (59,563) |
| Income tax | 983 | 2,384 |
| PROFIT/(LOSS) FOR THE PERIOD FROM CONTINUING OPERATIONS | 43,906 | (57,179) |
| Profit (Loss) from discontinued operations/held-for-sale assets | 0 | 0 |
| PROFIT/(LOSS) FOR THE PERIOD | 43,906 | (57,179) |
| - Group share | 23,644 | (57,117) |
| - Non controlling interests | 20,262 | (62) |
| Earnings per share, basic (€) | 0.089 | (0.208) |
| Earnings per share, diluted (€) | 0.089 | (0.208) |
Performance by business in the first half of 2015
| (EUR thousand) | Private Equity Investment |
Alternative Asset Management |
Holdings/ Eliminations |
Consolidated |
|---|---|---|---|---|
| Alternative Asset Management fees | 0 | 32,360 | (1,147) | 31,213 |
| Income (loss) from equity investments | 69 | (126) | 0 | (57) |
| Other investment income/expense | 34,545 | 832 | 0 | 35,377 |
| Income from services | 1 | 8,572 | 194 | 8,767 |
| Other expenses | (1,250) | (31,608) | (2,372) | (35,230) |
| Financial income and expenses | 3,256 | 6 | (409) | 2,853 |
| PROFIT/(LOSS) BEFORE TAXES | 36,621 | 10,036 | (3,734) | 42,923 |
| Income tax | 0 | (3,956) | 4,939 | 983 |
| PROFIT/(LOSS) FOR THE PERIOD FROM CONTINUING OPERATIONS | 36,621 | 6,080 | 1,205 | 43,906 |
| Profit (Loss) from discontinued operations/held-for-sale assets | 0 | 0 | 0 | 0 |
| PROFIT/(LOSS) FOR THE PERIOD | 36,621 | 6,080 | 1,205 | 43,906 |
| - Group share | 17,820 | 4,619 | 1,205 | 23,644 |
| - Non controlling interests | 18,801 | 1,461 | 0 | 20,262 |
Performance by business in the first half of 2014
| Private Equity | Alternative Asset |
Holdings/ | ||
|---|---|---|---|---|
| (Euro thousand) | Investment | Management | Eliminations | Consolidated |
| Alternative Asset Management fees | 0 | 34,814 | (1,230) | 33,584 |
| Income (loss) from equity investments | (509) | (239) | 0 | (748) |
| Other investment income/expense | (56,494) | 581 | 0 | (55,913) |
| Income from services | 27 | 9,121 | 273 | 9,421 |
| Other expenses | (1,489) | (39,254) | (5,243) | (45,986) |
| Financial income and expenses | 1,617 | (133) | (1,405) | 79 |
| PROFIT/(LOSS) BEFORE TAXES | (56,848) | 4,890 | (7,605) | (59,563) |
| Income tax | 0 | (2,052) | 4,436 | 2,384 |
| PROFIT/(LOSS) FOR THE PERIOD FROM CONTINUING OPERATIONS | (56,848) | 2,838 | (3,169) | (57,179) |
| Profit (Loss) from discontinued operations/held-for-sale assets | 0 | 0 | 0 | 0 |
| PROFIT/(LOSS) FOR THE PERIOD | (56,848) | 2,838 | (3,169) | (57,179) |
| - Group share | (57,838) | 3,890 | (3,169) | (57,117) |
| - Non controlling interests | 990 | (1,052) | 0 | (62) |
Comprehensive income - statement of performance (IAS 1)
Comprehensive Income or the Statement of Performance (IAS 1), in which performance for the period attributable to the Group is reported including results posted directly to shareholders' equity, reflects a net positive balance of approximately EUR 17.0 million (compared with a net negative balance of EUR 6 million in the same period of 2014). This comprised:
- net profit of EUR 23.6 million recorded on the income statement;
- losses posted directly to shareholders' equity totalling EUR 6.6 million.
| (EUR thousand) | First Half 2015 |
First Half 2014 |
|---|---|---|
| Profit/(loss) for the period (A) | 43,906 | (57,179) |
| Comprehensive income/expense which might be subsequently reclassified within the profit (loss) for the period Comprehensive income/expense which will not be subsequently reclassified within the profit (loss) for the period |
(9,540) (56) |
53,937 (166) |
| Other comprehensive income, net of tax (B) | (9,596) | 53,771 |
| Total comprehensive income for the period | ||
| (A)+(B) | 34,310 | (3,408) |
| Total comprehensive income attributable to: - Group Share - Non Controlling Interests |
16,971 17,339 |
(5,957) 2,549 |
Consolidated Statement of Financial Position
Below is the Group's Statement of Financial Position at 30 June 2015, compared with 31 December 2014.
| December 31, | ||
|---|---|---|
| (EUR thousand) | June 30, 2015 | 2014 |
| ASSETS | ||
| Non-current assets | ||
| Intangible and tangible assets | ||
| Goodwill | 166,363 | 166,363 |
| Intangible assets | 60,528 | 63,348 |
| Property, plant and equipment | 3,501 | 3,908 |
| Total intangible and tangible assets | 230,392 | 233,619 |
| Investments | ||
| Investments valued at equity | 21,330 | 19,066 |
| Investments hold by Funds | 109,781 | 111,014 |
| - available for sale investments | 60,261 | 71,209 |
| - invest. in associates and JV valued at FV through P&L | 49,520 | 39,805 |
| Other available-for-sale companies | 197,071 | 209,320 |
| Available-for-sale funds | 184,441 | 176,736 |
| Other avalaible-for-sale financial assets | 311 | 306 |
| Total Investments | 512,934 | 516,442 |
| Other non-current assets | ||
| Deferred tax assets | 4,818 | 5,039 |
| Loans and receivables | 0 | 0 |
| Tax receivables from Parent companies Other non-current assets |
0 | 546 |
| Total other non-current assets | 33,938 38,756 |
30,495 36,080 |
| Total non-current assets | 782,082 | 786,141 |
| Current assets | ||
| Trade receivables | 27,376 | 29,039 |
| Available-for-sale financial assets | 4,327 | 5,080 |
| Financial receivables | 4,139 | 2,678 |
| Tax receivables from Parent companies | 3,688 | 3,533 |
| Other tax receivables | 1,110 | 2,892 |
| Other receivables | 4,670 | 18,591 |
| Cash and cash equivalents Total current assets |
85,534 | 55,583 |
| Total current assets | 130,844 130,844 |
117,396 117,396 |
| Held-for-sale assets | 0 | 0 |
| TOTAL ASSETS | 912,926 | 903,537 |
| SHAREHOLDERS' EQUITY AND LIABILITIES | ||
| SHAREHOLDERS' EQUITY | ||
| Net equity Group Minority interests |
580,498 179,598 |
653,513 173,109 |
| Shareholders' equity | 760,096 | 826,622 |
| LIABILITIES | ||
| Non-current liabilities | ||
| Deferred tax liabilities | 19,280 | 19,696 |
| Provisions for employee termination benefits | 4,770 | 4,618 |
| Long term financial loans | 5,201 | 5,201 |
| Payables to staff | 10,171 | 11,397 |
| Total non-current liabilities | 39,422 | 40,912 |
| Current liabilities | ||
| Trade payables | 18,088 | 18,180 |
| Payables to staff and social security organisations | 5,009 | 8,122 |
| Current tax | 3,075 | 2,012 |
| Other tax payables | 1,508 | 2,037 |
| Other payables | 5,144 | 5,292 |
| Short term financial loans | 80,584 | 360 |
| Total current liabilities | 113,408 | 36,003 |
| Held-for-sale liabilities | - | - |
| TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES | 912,926 | 903,537 |
At 30 June 2015, Group shareholders' equity was approximately EUR 580.5 million, compared with EUR 653.5 million at 31 December 2014. The decrease of about EUR 73.0 million in Group shareholders' equity in the first half of 2015 was due to the extraordinary dividend paid (EUR 79.9 million), the reasons already discussed in the Statement of Performance - IAS 1 (EUR 17.0 million) and the effects of the share buy-back plan (EUR -9.9 million).
Consolidated net financial position
At 30 June 2015, the consolidated net financial position was approximately EUR 8.2 million, as shown in the table below, which provides a breakdown of assets and liabilities and a comparison with the same figures at 31 December 2014.
| Net financial position | 30.06.2015 | 30.06.2015 | Change |
|---|---|---|---|
| (EUR million) | |||
| Cash and cash equivalents Available-for-sale financial assets Financial receivables Non-current financial liabilities Current financial liabilities |
85.5 4.3 4.1 (5.2) (80.5) |
55.6 5.1 2.7 (5.2) (0.4) |
29.9 (0.8) 1.4 0.0 (80.1) |
| TOTAL | 8.2 | 57.8 | (49.6) |
| of which: | 0.0 | 0.0 | 0.0 |
| Alternative Asset Management - |
16.2 | 16.1 | 0.1 |
| Private Equity Investment - |
29.1 | 1.1 | 28.0 |
| Holdings - |
(37.1) | 40.6 | (77.7) |
The change in the consolidated net financial position in the first half of 2015 was due, in addition to the extraordinary dividend paid of EUR 79.9 million and the purchase of treasury shares for EUR 9.9 million, to net liquidity generated by investments in private equity funds in the portfolio of EUR 8.3 million, the increase in the liquidity of IDeA OF I (EUR 28.0 million) due to the partial sale of Talgo and Telit, and to cash flows generated by the asset management platforms.
The Company believes that the cash and cash equivalents and the other financial resources available are sufficient to meet the requirement relating to payment commitments already subscribed in funds, also taking into account the amounts expected to be called up/distributed by these funds. With regard to these residual commitments, the Company believes that the resources currently available, as well as those that will be generated by its operating and financing activities, will enable the DeA Capital Group to meet the financing required for its investment activity and to manage working capital and repay debts when they become due.
6. Other information
Main risks and uncertainties to which the Parent Company and consolidated Group companies are exposed
As described in the Interim Report on Operations, the DeA Capital Group operates through, and is structured as, two business areas, Private Equity Investment and Alternative Asset Management.
The risks set out below consider the characteristics of the market; the operations of Parent Company DeA Capital S.p.A. and the companies included in the Group's Half-Year Report; the main findings of a risk assessment in 2014; and periodic monitoring conducted partly through the regulatory policies adopted by the Group.
The Group has adopted a modern corporate governance system that provides effective management of the complexities of its operations, and enables both individual companies and the Group to achieve their strategic objectives. Furthermore, the assessments carried out by the organisational units and the directors confirm both the non-critical nature of these risks and uncertainties, and the DeA Capital Group's financial solidity.
With reference to the specific risks relating to Migros, the main private equity investment, please see the Migros Annual Report (available on the Migros website).
A. Contextual risks
A.1. Risks relating to general economic conditions
The operating performance and financial position of the DeA Capital Group are affected by the various factors that make up the macro-economic environment in the countries in which the Group has invested, including GDP performance, investor and consumer confidence, interest rates, inflation, the costs of raw materials and unemployment.
The ability to meet medium- to long-term objectives could be affected by general economic trends, which could slow the development of sectors the Group has invested in, and at the same time, the business of the investee companies.
A.2. Socio-political events
In line with its own strategic growth guidelines, one of the DeA Capital Group's activities is private equity investment in companies and funds in different jurisdictions and countries around the world, which, in turn, invest in a number of countries and geographical areas. The DeA Capital Group may have invested in foreign countries whose social, political and economic conditions put the achievement of its investment objectives at risk.
A.3. Regulatory changes
Many Group companies conduct their operations in regulated sectors and markets. Any changes to or developments in the legislative or regulatory framework that affect the costs and revenues structure of investee companies or the tax regime applied could have negative effects on the Group's financial results and necessitate changes to the Group's strategy. To combat this risk, the Group has established procedures to constantly monitor sector regulation and any changes thereto, in order to take advantage of business opportunities and respond promptly to any changes in the prevailing legislation and regulations.
A.4. Performance of the financial markets
The Company's ability to meet its strategic and management objectives could depend on the performance of financial markets. A negative trend in financial markets could have an effect on the Private Equity Investment sector in general, making investment and divestment transactions more complex, and on the Group's capacity to increase the NAV of investments in particular. The value of shareholdings held directly or indirectly through funds in which the Company has invested could be affected by factors such as comparable transactions concluded on the market, sector multiples and market volatility. These factors that cannot be directly controlled by the Group are constantly monitored in order to identify appropriate response strategies that involve both the provision of guidance for the management of Group companies, and the investment and value enhancement strategy for the assets held.
A.5. Exchange rates
Holding investments in currencies other than the euro exposes the Group to changes in exchange rates between currencies. The investment in Kenan Investments is managed as a special case, since although it was made in euros, the underlying asset is expressed in Turkish lira. Taking into account the time horizon of the investment, it is believed that the expected return on the investment can absorb any devaluation of the underlying currency, if this is in line with the outlook for the currency.
A.6. Interest rates
Financing operations that are subject to variable interest rates could expose the Group to an increase in related financial charges, in the event that the reference interest rates rise significantly.
B. Strategic risks
B.1. Concentration of the Private Equity investment portfolio
The Private Equity Investment strategy adopted by the Group includes:
- Direct investments;
- Indirect investments (via funds).
Within this strategy, the Group's overall profitability could be adversely affected by an unfavourable trend in one or a few investments, if there were insufficient risk diversification, resulting from the excessive concentration of investment in a small number of assets, sectors, countries, currencies, or of indirect investments in funds with limited investment targets/types of investment.
To combat these risk scenarios, the Group pursues an asset allocation strategy intended to create a balanced portfolio with a moderate risk profile, investing in sectors and companies with an appealing current and future risk/return ratio. Furthermore, the combination of direct and indirect investments, which, by their nature, provide a high level of diversification, helps reduce the level of asset concentration.
B.2. Concentration of Alternative Asset Management activities
In the Alternative Asset Management business, events could arise as a result of excessive concentration and hinder achievement of the level of expected returns. These events could be due to:
- Private equity funds
- o concentration of the management activities of asset management companies across a limited number of funds, if a decision were made to cancel the asset management mandate for one or more funds;
- o concentration of the financial resources of the funds managed in a limited number of sectors and/or geographical areas, in the event of a currency, systemic or sector crisis;
- o for closed funds, the concentration of the commitment across just a few subscribers.
Real estate funds
- o concentration of real estate present in the portfolio of managed funds in a few cities and/or in limited types of property (management/commercial), in the event of a crisis in the property market concerned;
- o concentration in respect of certain major tenants, if they were to withdraw from the rental contracts, which could lead to a vacancy rate that has a negative impact on the funds' financial results and the valuation of the properties managed;
- o concentration of the maturities of numerous real estate funds within a narrow timeframe, with related high availability of property on the market, leading to a decrease in property values and an increase in selling times.
For each of the risk scenarios outlined above, the Group has defined and implemented appropriate strategies that include strategic, operational and management aspects, as well as a system monitoring the level of asset diversification in the Alternative Asset Management business.
B.3. Key resources (governance/organisation)
The success of the DeA Capital Group depends to a large extent on its executive directors and certain key management figures, their ability to efficiently manage the business and the ordinary operations of the Group, as well as their knowledge of the market and the professional relationships established. The departure of one or more of these key resources, without a suitable replacement being found, as well as an inability to attract and retain new and qualified resources, could impact growth targets and have a negative effect on the Group's operating performance and financial results. To mitigate this risk, the Group has put in place HR management policies that correspond closely to the needs of the business, and incentive policies that are periodically reviewed, in light of, among other things, the general macroeconomic climate and the results achieved by the Group.
C. Operating risks
C.1. Investment operations
Investment operations conducted by the Group are subject to the risks typical of private equity activities, such as the accurate valuation of the target company and the nature of the transactions carried out. The Group has implemented a structured process of due diligence on the target companies and the careful definition of shareholders' agreements in order to conclude agreements in line with the investment strategy and the risk profile defined by the Group.
C.2. Compliance with covenants
Some investment operations were concluded using financial leverage to invest in the target companies. For financing contracts signed by investee companies, specific covenants generally backed by collateral are in place; failure to comply with these could necessitate recapitalisation operations for investee companies and lead to an increase in financial charges relating to debt refinancing. Failure to comply with covenants attached to loans could have negative effects on both the financial situation and operations of investee companies, and on the value of the investment.
The Group constantly monitors the significant reference parameters for the financial obligations taken on by investee companies, in order to identify any unexpected variance in good time.
C.3. Divestment operations
In its Private Equity Investment business, the Group generally invests over a medium-/longterm time horizon. Over the investment management period, external situations could arise that might have a significant impact on the operating results of the investee companies, and consequently on the value of the investment itself. Furthermore, in the case of co-investment, guiding the management of an investee company could prove problematic or infeasible, and it
may ultimately prove impossible to dispose of the stakes held owing to lock-up clauses. The divestment strategy could therefore be negatively affected by various factors, some of which cannot be foreseen at the time the investments are made. There is therefore no guarantee that expected earnings will be realised given the risks arising from the investments made.
To combat these risk situations, the Group has defined a process to monitor the performance of its investee companies, facilitated by its representation on the management bodies of significant investee companies, with a view to identifying any critical situations in good time.
C.4. Funding risk
The income flows expected from the Alternative Asset Management business depend on the capacity of the Group's asset management companies to stabilise/grow their assets under management. In this environment, fundraising activity could be harmed by both external factors, such as the continuation of the global economic crisis or the trend in interest rates, and internal factors, such as bad timing in respect of fundraising activities by the asset management companies, or the departure of key managers from the companies. The Group has established appropriate risk management strategies in relation to fundraising, with a view to both involving new investors and retaining current investors.
Transactions with parent companies, subsidiaries and related parties
Transactions with related parties, including those with other Group companies, were carried out in accordance with the Procedure for Related Party Transactions adopted by the Company with effect from 1 January 2011, in accordance with the provisions of the Regulation implemented pursuant to art. 2391-bis of the Italian Civil Code with Consob Resolution 17221 of 12 March 2010, as subsequently amended. During the period, the Company did not carry out any atypical or unusual transactions with related parties but only those that are part of the normal business activities of Group companies. It also did not carry out any "significant transactions" as defined in the above-mentioned Procedure. Transactions with related parties during the period were concluded under standard market conditions for the nature of the goods and/or services offered.
With regard to transactions with parent companies, note the following:
1) DeA Capital S.p.A. signed a service agreement with the controlling shareholder, De Agostini S.p.A., for the latter to provide operating services in the administration, finance, control, legal, corporate and tax areas.
This agreement, which is renewable annually, is priced at market rates and is intended to allow the Company to maintain a streamlined organisational structure in keeping with its development policy, while obtaining sufficient operational support.
At the same time, on 1 January 2013, DeA Capital S.p.A. signed an "Agreement to sublet property for intended use other than residential use" with the controlling shareholder, De Agostini S.p.A. The agreement relates to parts of a building located at Via Brera, 21, Milan, comprising space for office use, warehousing and car parking.
This agreement is renewable every six years after an initial term of seven years.
2) DeA Capital S.p.A., IDeA Capital Funds SGR, DeA Capital Real Estate, IRE and IRE Advisory have adopted the national tax consolidation scheme of the De Agostini Group (the Group headed by De Agostini S.p.A., formerly B&D Holding di Marco Drago e C. S.a.p.a.). This option was exercised jointly by each company and De Agostini S.p.A. by signing the "Regulation for participation in the national tax consolidation scheme for companies in the De Agostini Group" and notifying the tax authorities of this option pursuant to the procedures and terms and conditions set out by law. The option is irrevocable unless the requirements for applying the scheme are not met.
The option is irrevocable for DeA Capital S.p.A. for the three-year period 2014-2016, for IDeA Capital Funds SGR, IRE and IRE Advisory for the three-year period 2015-2017 and for DeA Capital Real Estate for the three-year period 2013-2015.
3) In order to enable a more efficient use of liquidity and the activation of credit lines with potentially better terms and conditions compared with those that may be obtained from banks, DeA Capital S.p.A. has signed a framework agreement (Framework Agreement) with the Parent Company De Agostini S.p.A. for the provision of short-term intercompany loans/deposits.
Deposit/financing operations falling within this Framework Agreement shall be activated only subject to verification that the terms and conditions, as determined from time to time, are advantageous, and will be provided on a revolving basis, and with maturities of not more than three months. The Framework Agreement shall have a duration of one year and is renewable.
The amounts involved in the deposit/financing operations will, however, always be below the thresholds defined for "transactions of lesser importance" pursuant to Consob Regulation 17221/2010 (Transactions with Related Parties) and the internal Procedure for Related Party Transactions adopted by DeA Capital S.p.A.
Other information
At 30 June 2015, the Group had 235 employees (224 at the end of 2014), including 35 senior managers, 66 middle managers and 134 clerical staff. Of these, 223 worked in Alternative Asset Management and 12 in Private Equity Investment/the Holding Company. These staff levels do not include personnel on secondment from the Parent Company De Agostini S.p.A.
With regard to the regulatory requirements set out in art. 36 of the Market Regulation on conditions for the listing of parent companies of companies formed or regulated by laws of non-EU countries and of major importance in the consolidated accounts, it is hereby noted that no Group company falls within the scope of the above-mentioned provision.
Furthermore, conditions prohibiting listing pursuant to art. 37 of the Market Regulation relating to companies subject to the management and coordination of other parties do not apply.
Pursuant to art. 2428, para. 3 of the Italian Civil Code, the Company did not carry out any research and development activity in the first half of 2015.
During the first half of 2015, the Company did not hold, purchase or sell, on its own account or through a trust company, any shares in the Parent Company De Agostini S.p.A.
Summary Consolidated Half-Year Report for the period 1 January to 30 June 2015
Consolidated Statement of Financial Position
| December 31, | |||
|---|---|---|---|
| (EUR thousand) | Notes | June 30, 2015 | 2014 |
| ASSETS | |||
| Non-current assets | |||
| Intangible and tangible assets | |||
| Goodwill | 1a | 166,363 | 166,363 |
| Intangible assets | 1b | 60,528 | 63,348 |
| Property, plant and equipment | 1c | 3,501 | 3,908 |
| Total intangible and tangible assets | 230,392 | 233,619 | |
| Investments | |||
| Investments valued at equity | 2a | 21,330 | 19,066 |
| Investments hold by Funds | 2b | 109,781 | 111,014 |
| - available for sale investments | 60,261 | 71,209 | |
| - invest. in associates and JV valued at FV through P&L | 49,520 | 39,805 | |
| Other available-for-sale companies | 2c | 197,071 | 209,320 |
| Available-for-sale funds | 2d | 184,441 | 176,736 |
| Other avalaible-for-sale financial assets | 2e | 311 | 306 |
| Total Investments | 512,934 | 516,442 | |
| Other non-current assets | |||
| Deferred tax assets | 2f | 4,818 | 5,039 |
| Loans and receivables | 0 | 0 | |
| Tax receivables from Parent companies Other non-current assets |
0 | 546 | |
| Total other non-current assets | 2g | 33,938 38,756 |
30,495 36,080 |
| Total non-current assets | 782,082 | 786,141 | |
| Current assets | |||
| Trade receivables | 3a | 27,376 | 29,039 |
| Available-for-sale financial assets | 3b | 4,327 | 5,080 |
| Financial receivables | 3c | 4,139 | 2,678 |
| Tax receivables from Parent companies | 3d | 3,688 | 3,533 |
| Other tax receivables | 3e | 1,110 | 2,892 |
| Other receivables | 3f | 4,670 | 18,591 |
| Cash and cash equivalents | 3g | 85,534 | 55,583 |
| Total current assets | 130,844 | 117,396 | |
| Total current assets | 130,844 | 117,396 | |
| Held-for-sale assets | 0 | 0 | |
| TOTAL ASSETS | 912,926 | 903,537 | |
| SHAREHOLDERS' EQUITY AND LIABILITIES | |||
| SHAREHOLDERS' EQUITY | |||
| Net equity Group | 580,498 | 653,513 | |
| Minority interests | 4 | 179,598 | 173,109 |
| Shareholders' equity LIABILITIES |
760,096 | 826,622 | |
| Non-current liabilities | |||
| Deferred tax liabilities | 5a | ||
| 5b | 19,280 | 19,696 | |
| Provisions for employee termination benefits | 5c | 4,770 | 4,618 |
| Long term financial loans | 5d | 5,201 | 5,201 |
| Payables to staff Total non-current liabilities |
10,171 | 11,397 | |
| Current liabilities | 39,422 | 40,912 | |
| Trade payables | 6a | 18,088 | 18,180 |
| Payables to staff and social security organisations | 6b | 5,009 | 8,122 |
| Current tax | 6c | 3,075 | 2,012 |
| Other tax payables | 6d | 1,508 | 2,037 |
| Other payables | 6e | 5,144 | 5,292 |
| Short term financial loans | 6f | 80,584 | 360 |
| Total current liabilities | 113,408 | 36,003 | |
| Held-for-sale liabilities | - | ||
| TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES | 912,926 | - 903,537 |
|
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.
Consolidated Income Statement
| (EUR thousand) | First Half 2015 |
First Half 2014 |
|---|---|---|
| Alternative Asset Management fees | 31,213 | 33,584 |
| Income from equity investments | (57) | (748) |
| Other investment income/expense | 35,377 | (55,913) |
| Income from services | 8,645 | 9,278 |
| Other income | 122 | 143 |
| Personnel costs | (16,492) | (17,771) |
| Service costs | (11,954) | (13,807) |
| Depreciation, amortization and impairment | (3,385) | (10,863) |
| Other expenses | (3,399) | (3,545) |
| Financial income | 3,481 | 2,754 |
| Financial expenses | (628) | (2,675) |
| PROFIT/(LOSS) BEFORE TAX | 42,923 | (59,563) |
| Income tax | 983 | 2,384 |
| PROFIT/(LOSS) FOR THE PERIOD FROM CONTINUING OPERATIONS | 43,906 | (57,179) |
| Profit (Loss) from discontinued operations/held-for-sale assets | 0 | 0 |
| PROFIT/(LOSS) FOR THE PERIOD | 43,906 | (57,179) |
| - Group share | 23,644 | (57,117) |
| - Non controlling interests | 20,262 | (62) |
| Earnings per share, basic (€) | 0.089 | (0.208) |
| Earnings per share, diluted (€) | 0.089 | (0.208) |
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.
Consolidated Statement of Comprehensive Income (Statement of Performance – IAS 1)
| (Euro thousands) | First Half 2015 |
First Half 2014 |
|---|---|---|
| Profit/(loss) for the period (A) | 43,906 | (57,179) |
| Comprehensive income/expense which might be subsequently reclassified within the profit (loss) for |
||
| the period | (9,540) | 53,937 |
| Gains/(Losses) on fair value of available-for-sale financial assets |
(9,540) | 50,379 |
| Share of other comprehensive income of associates |
0 | 3,558 |
| Comprehensive income/expense which will not be subsequently reclassified within the profit (loss) for the period |
(56) | (166) |
| Gains/(losses) on remeasurement of defined | ||
| benefit plans | (56) | (166) |
| Other comprehensive income, net of tax (B) | (9,596) | 53,771 |
| Total comprehensive income for the period | ||
| (A)+(B) | 34,310 | (3,408) |
| Total comprehensive income attributable to: | ||
| - Group Share | 16,971 | (5,957) |
| - Non Controlling Interests | 17,339 | 2,549 |
Consolidated Cash Flow Statement – Direct Method
| (EUR thousand) | First Half 2015 |
First Half 2014 |
|---|---|---|
| CASH FLOW from operating activities | ||
| Investments in funds and shareholdings Acquistions of subsidiaries net of cash acquired |
(19,657) 0 |
(13,765) 0 |
| Capital reimbursements from funds | 23,448 | 16,272 |
| Proceeds from the sale of investments | 37,858 | 4,529 |
| Interest received | 149 | 169 |
| Interest paid Cash distribution from investments |
(134) 1,464 |
(2,277) 898 |
| Realized gains (losses) on exchange rate derivatives | 15 | 3 |
| Taxes paid | (901) | (8,553) |
| Dividends received | 0 | 0 |
| Management and performance fees received Revenues for services |
31,594 | 33,565 |
| Operating expenses | 14,263 (42,114) |
30,348 (46,586) |
| Net cash flow from operating activities | 45,985 | 14,603 |
| CASH FLOW from investment activities | ||
| Acquisition of property, plant and equipment | (131) | (355) |
| Sale of property, plant and equipment | 354 | 13 |
| Purchase of licenses | (60) | (708) |
| Net cash flow from investing activities | 163 | (1,050) |
| CASH FLOW from investing activities | ||
| Acquisition of financial assets | (4,008) | (3,661) |
| Sale of financial assets | 701 | 700 |
| Share capital issued | 1,343 0 |
2,475 0 |
| Share capital issued:stock option plan Own shares acquired |
(9,870) | 0 |
| Own shares sold | 0 | 0 |
| Interest from financial activities | 0 | 0 |
| Dividends paid | (82,432) | (3,439) |
| Warrant | 0 | 0 |
| Managers Loan Loan |
0 (1,834) |
0 169 |
| Quasi-equity loan | 0 | 0 |
| Bank loan paid back | 0 | (14,743) |
| Bank loan received | 80,000 | 0 |
| Net cash flow from financing activities | (16,100) | (18,499) |
| CHANGE IN CASH AND CASH EQUIVALENTS | 30,048 | (4,946) |
| CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 55,583 | 26,396 |
| Cash and cash equivalents relating to held-for-sale assets Cash and cash equivalents at beginning of period |
0 55,583 |
0 26,396 |
| EFFECT OF CHANGE IN BASIS OF CONSOLIDATION: CASH AND CASH EQUIVALENTS (97) | 0 | |
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | 85,534 | 21,450 |
| Held-for-sale assets and minority interests | 0 | 0 |
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | 85,534 | 21,450 |
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.
Consolidated Statement of Changes in Shareholders' Equity
| (EUR thousand) | Share capital | Share premium reserve, Capital reserve, Other reserve |
Fair value reserve |
Group total Non-controlling interests |
Consolidated shareholders' equity |
|
|---|---|---|---|---|---|---|
| Total at 31 December 2013 | 273,975 | |||||
| Allocation of 2013 net profit | 0 | (31,130) | 0 | 0 | 0 | 0 |
| Cost of stock options | 0 | 416 | 0 | 416 | 0 | 416 |
| Purchase of own shares | 0 | 0 | 0 | 0 | 0 | 0 |
| Other changes | 0 | (1,995) | 0 | (1,995) | (1,118) | (3,113) |
| Total comprehensive profit/(loss) | 0 | 0 | 51,160 | (5,957) | 2,549 | (3,408) |
| Total at 30 June 2014 | 273,975 | 325,210 | 79,885 | 621,953 | 178,501 | 800,454 |
| (EUR thousand) | Share capital | Share premium reserve, Capital reserve, Other reserve |
Fair value reserve |
Group total Non-controlling interests |
Consolidated shareholders' equity |
|
| Total at 31 December 2014 | 271,626 | 323,073 | 653,513 | 173,109 | 826,622 | 0 |
| Allocation of 2014 net profit | 0 | (57,601) | 0 | 0 | 0 | 0 |
| Cost of stock options | 0 | (274) | (274) | 0 | (274) | |
| Purchase of own shares | (5,446) 0 |
(4,424) (79,854) |
(9,870) | 0 | (9,870) | 0 0 |
| Other changes | 0 | 12 | 12 | (10,850) | (10,838) | 0 |
| Total comprehensive income | 0 | 0 | 16,971 | 17,339 | 34,310 | 0 |
Notes to the Financial Statements
Structure and content of the Summary Consolidated Half-Year Report to 30 June 2015
The Summary Consolidated Half-Year Report to 30 June 2015 comprises the Consolidated Statement of Financial Position, Consolidated Income Statement, Consolidated Statement of Comprehensive Income (Statement of Performance), Consolidated Cash Flow Statement, Statement of Changes in Consolidated Shareholders' Equity and these notes to the Financial Statements. They are also accompanied by the Interim Report on Operations and a Statement of responsibilities for accounts pursuant to art. 154-bis of Legislative Decree 58/98.
Information regarding the Company's operating performance relates to the first half of 2015 and the first half of
2014; information on the Statement of Financial Position relates to 30 June 2015 and 31 December 2014.
The Consolidated Financial Statements are provided in the same format as those relating to 31 December 2014. The Consolidated Statement of Financial Position provides a breakdown of current and non-current assets and liabilities with separate reporting for those resulting from discontinued or held-for-sale operations. The Consolidated Income Statement breaks down costs and revenues based on their nature. The Consolidated Cash Flow Statement is prepared using the "direct method".
Unless otherwise indicated, all tables and figures included in these notes to the Financial Statements are reported in EUR thousand.
Statement of compliance with accounting standards
The Summary Consolidated Half-Year Report to 30 June 2015 was prepared in accordance with the principle that the business is a going concern and with the International Accounting Standards adopted by the European Union and approved by the date this document was prepared (the International Accounting Standards, or individually, IAS/IFRS, or collectively IFRS - International Financial Reporting Standards), and in accordance with art. 154-ter of Legislative Decree 58/1998 that implements the "Transparency Directive". "IFRS" also means all interpretations of the International Financial Reporting Interpretations Committee (IFRIC), including those previously issued by the Standing Interpretations Committee (SIC), and approved by the European Union.
The Summary Consolidated Half-Year Report to 30 June 2015 is prepared in summary format in accordance with IAS 34 (Interim financial reporting). It does not, therefore, contain all of the information required for the year-end Consolidated Financial Statements, and must be read in conjunction with the Consolidated Financial Statements prepared for the year ended 31 December 2014.
As permitted by IAS/IFRS, the preparation of the Summary Consolidated Half-Year Report to 30 June 2015 required the use of significant estimates by the Company's management, especially with regard to fair value assessments of the investment portfolio (shareholdings and funds). These fair value measurements were determined by the directors based on their best estimates and judgement, using their knowledge and the evidence available at the time the Summary Consolidated Half-Year Report to 30 June 2015 was prepared. However, due to objective difficulties in making assessments and the absence of a liquid market, the values assigned to such assets could differ, and in some cases significantly, from those that could be obtained when the assets are sold.
For a more complete description of the most significant assessment processes for the Group, see the Consolidated Financial Statements for the Year Ending 31 December 2014.
In accordance with the provisions of IAS/IFRS and current laws, the company authorised the publication of the Half-Year Report to 30 June 2015 by the legal deadline.
Accounting standards, amendments and interpretations applied for the first time
The valuation criteria adopted on the basis of International Accounting Standards are consistent with the principle that the company is a going concern, and except as noted below, were not changed from those used in the preparation of the Consolidated Financial Statements for the Year Ending 31 December 2014, to which reference should be made for additional details.
The IASB-approved international accounting standards and interpretations authorised for adoption in Europe that were applied for the first time from 1 January 2015 are detailed below.
The Group did not apply any IFRS in advance.
IFRIC 21 - Levies
On 20 May 2013, the IASB published IFRIC Interpretation 21 – Levies, to describe the accounting of levies imposed by the tax authorities, as well as current taxes. The interpretation deals with the issue of recognising costs that companies must sustain for tax payments. IFRIC 21 is an interpretation of IAS 37 (Provisions, Contingent Liabilities and Contingent Assets).
IAS 19 (Employee benefits)
On 21 November 2013, the IASB published some minor amendments to IAS 19 (Employee benefits), entitled "Defined benefit plans: employee contributions". The amendments simplify the accounting requirements for contributions to defined benefit plans from employees or, in certain cases, third parties.
Improvements to IFRS - 2010-2012 and 2011-2013 cycles
On 12 December 2013, the IASB issued a set of amendments to the IFRS ("Annual Improvements to IFRS - 2010-2012 Cycle" and "Annual Improvements to IFRS - 2011-2013 Cycle"). The most important issues dealt with in these amendments were:
- the amendments to the definitions of vesting conditions and market conditions as well as to the definitions of performance conditions and service conditions (previously included in the definition of vesting conditions) in IFRS 2 (Share-based payment);
- information on estimates and assessments used in aggregating operating segments in IFRS 8 (Operating segments);
- the identification and disclosure of a transaction with a related party that arises when a management entity provides key management personnel services to the company that prepares the accounts in IAS 24 (Related party transactions);
- the exclusion of all types of joint arrangements from the scope of application of IFRS 3 (Business combinations).
Future accounting standards, amendments and interpretations
Accounting principles, amendments and interpretations that are not yet applicable, have not been adopted in advance by the Group and are not yet approved for adoption in the European Union as of 20 July 2015
The International Accounting Standards, interpretations and amendments to existing IASBapproved accounting standards and interpretations that had not been ratified for adoption in the European Union as of 28 February 2015 are as follows:
IFRS 9 (Financial instruments)
On 12 November 2009, the IASB published the first part of IFRS 9 (Financial instruments). This was subsequently reissued in October 2010 and amended in November 2013. The standard, which introduces changes to both the recognition and the measurement of financial assets and liabilities, and hedge accounting, will fully replace IAS 39 (Financial instruments: recognition and measurement).
The standard, which is awaiting ratification by the European Commission, will come into force on 1 January 2018, but can be applied in advance.
IFRS 14 (Regulatory Deferral Accounts)
On 30 January 2014, the IASB published IFRS 14 (Regulatory Deferral Accounts), which allows only those adopting the IFRS for the first time to continue to report amounts relating to rate regulation according to the previously adopted accounting standards. In order to improve comparability with companies that already apply the IFRS and that do not report these amounts, the standard requires the effect of rate regulation to be presented separately from other items.
The standard, which is awaiting ratification by the European Commission, will come into force on 1 January 2016, but can be applied in advance.
Amendments to IFRS 11 (Joint arrangements)
On 6 May 2014, the IASB issued some amendments to IFRS 11 (Joint arrangements: accounting for acquisitions of interests in joint operations) to clarify the accounting requirements for acquisitions in joint operations that constitute a business.
The amendments are applicable retrospectively for annual periods starting from 1 January 2016, but can be applied in advance.
Amendments to IAS 16 (Property, plant and equipment), and to IAS 38 (Intangible assets)
On 12 May 2014, the IASB issued an amendment to IAS 16 (Property, plant and equipment) and to IAS 38 (Intangible assets). The IASB clarified that the use of revenue-based methods to calculate the depreciation of an asset is not appropriate. This is because revenue generated by an activity that includes the use of an asset generally reflects factors other than the consumption of the economic benefits embodied in the asset. The IASB also clarified that revenue is generally not presumed to be an appropriate basis for measuring the consumption of the economic benefits embodied in an intangible asset. This presumption, however, can be rebutted in certain limited circumstances.
These amendments take effect for annual periods starting from 1 January 2016, but can be applied in advance.
IFRS 15 (Revenue from contracts with customers)
On 28 May 2014, the IASB issued IFRS 15 (Revenue from contracts with customers). The standard replaces IAS 18 (Revenue), IAS 11 (Construction contracts), and the interpretations SIC 31, IFRIC 13 and IFRIC 15, and requires revenues reported when the control of assets or services is transferred to clients to reflect the amount that is expected to be received in exchange for these goods and services.
The new model for reporting revenues has five steps for recognising revenue from contracts with customers:
-
identifying contracts with the customer
-
identifying performance obligations, i.e. contractual commitments to transfer goods or services to a customer
-
determining the transaction price
- allocating transaction prices to performance obligations
- reporting the revenues when the relevant performance obligation has been fulfilled
The standard is applicable for annual periods starting after 1 January 2017, and must be fully or partially applied retrospectively.
Amendments to IAS 27 Equity Method in Separate Financial Statements
On 12 August 2014, the IASB issued an amendment - "Equity Method in Separate Financial Statements" - to IAS 27.
The objective of the amendment to IAS 27 is to allow parent companies to use the equity method to account for investments in associates and joint ventures in the separate financial statements.
The amendments, which are awaiting ratification by the European Commission, will come into force on 1 January 2016, but can be applied in advance.
Improvements to IFRS - 2012-2014 cycle
On 25 September 2014, the IASB issued a set of amendments to IFRS ("Annual Improvements to IFRS - 2012-2014 Cycle"). The most important issues dealt with in these amendments were:
- the amendment that introduces some specific guidance to IFRS 5 for cases in which an entity reclassifies an asset from the held-for-sale category to the held-for-distribution category (or vice versa), or when the requirements for classifying an asset as held-fordistribution no longer apply. The amendments specify that these reclassifications should not be considered as a change to a sales plan or to a distribution plan and that the criteria for classification and valuation remain valid;
- as regards IFRS 7, the amendment covers the introduction of further guidance to clarify whether a servicing contract constitutes a continuing involvement in a transferred asset for the purposes of transfer disclosure requirements;
- the amendment introduced in IAS 19 clarifying that the high quality corporate bonds used to determine the discount rate for post-employment benefits should be issued in the same currency in which the benefits are paid.
- the amendments to IAS 34 to clarify the requirements in the event that the information required is presented in the interim financial report but not in the interim financial statements.
The amendments, which are awaiting ratification by the European Commission, will come into force on 1 January 2016, but can be applied in advance.
Amendments to IAS 1 (Disclosure Initiative)
On 18 December 2014, the IASB issued an amendment - "Disclosure Initiative" - to IAS 1. The most important issues dealt with in these amendments were:
- - clarification that the items on the statement of financial position, the income statement and the statement of comprehensive income can be disaggregated or aggregated depending on their materiality;
- - clarification that the share of OCI of an associate company or joint venture is presented as a single item, independently of its subsequent recycling in the income statement
The amendment, which is awaiting ratification by the European Commission, will come into force on 1 January 2016, but can be applied in advance.
Amendments to IFRS 10, IFRS 12 and IAS 28 (Investment Entities - Applying the Consolidation Exception)
On 18 December 2014, the IASB issued the amendment - "Investment Entities: Applying the Consolidation Exception (amendments to IFRS 10, IFRS 12 and IAS 28)" with the objective of clarifying issues relating to the consolidation of an investment entity. More specifically, the amendment to IFRS 10 specifies that a parent company (an intermediate parent, i.e. not an investment entity), controlled, in turn, by an investment entity, is not obliged to prepare consolidated financial statements, even if the investment entity measures subsidiaries at fair value, in accordance with IFRS 10. Prior to this amendment, under IFRS 10, a parent company was not required to present consolidated financial statements provided that its parent company drafted consolidated financial statements that comply with IFRS. Following this amendment, the exemption from preparing consolidated financial statements has been extended to intermediate parents, controlled, in turn, by an investment entity, even if the latter values its subsidiaries at fair value rather than consolidating them.
The amendment, which is awaiting ratification by the European Commission, will come into force on 1 January 2016, but can be applied in advance.
Amendments to IFRIC 10 and IAS 28 (Sale or Contribution of Assets between an Investor and its Associate or Joint Venture)
On 11 September 2014, the IASB published the document "Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (Amendments to IFRS 10 and IAS 28)". The objective of the amendments is to clarify the accounting treatment, both in the event of a parent company losing control of a subsidiary (governed by IFRS 10) and in the case of downstream transactions (governed by IAS 28), according to whether or not the object of the transaction is a business, as defined by IFRS 3. If the object of the transaction is a business, then the full gain must be recognised in both cases, while if the object of the transaction is not a business, then the gain must be recognised only for the portion relating to minority interests.
The Group will adopt these new standards, amendments and interpretations based on the stipulated date of application, and will assess their potential impact when they have been ratified by the European Union.
* * *
The accounting standards and criteria used in the Summary Consolidated Half-Year Report to 30 June 2015 may not coincide with IFRS provisions that will come into effect on 31 December 2015 as a result of the future position of the European Commission regarding the approval of International Accounting Standards or the issue of new standards, interpretations or implementation guides by the International Accounting Standards Board (IASB) or International Financial Reporting Interpretation Committee (IFRIC).
* * *
Use of estimates and assumptions in the preparation of the Summary Consolidated Half-Year Report to 30 June 2015
The Company must make assessments, estimates and assumptions that affect the application of accounting principles and the amounts of assets, liabilities, costs and revenues recorded in the financial statements. Estimates and related assumptions are based on past experience and other factors deemed reasonable in the case concerned; these are used to estimate the carrying value of assets and liabilities that cannot be easily obtained from other sources. Since these are estimates, the results obtained should not necessarily be considered definitive.
These estimates and assumptions are reviewed regularly. Any changes resulting from revisions to accounting estimates are recorded in the period when the revision is made if such revision only affects that period. If the revision affects current and future periods, the change is recorded in the period in which the revision is made and in related future periods.
With the understanding that the use of reasonable estimates is an essential part of preparing financial statements, the items where the use of estimates in the Summary Consolidated Half-Year Report to 30 June 2015 is most prevalent are stated below:
- valuation of financial assets not listed in active markets;
- valuation of financial assets listed in active markets but considered illiquid on the reference market
- valuation of equity investments.
The process described above is made particularly complicated by the significant levels of volatility in the current macroeconomic and market environment, which affect the main financial indicators that have a bearing on the above valuations.
An estimate may be adjusted as a result of changes in the circumstances on which it was based, or as a result of new information. Any change in the estimate is applied prospectively and has an impact on the income statement in the period in which the change occurred and potentially on income statements in future periods.
Scope of consolidation
The scope of consolidation at 30 June 2015 has changed compared with 31 December 2014: the IDeA FIMIT Sviluppo fund has been removed following the arrival of new investors who, by contributing capital or land, have diluted the DeA Capital Group's stake in said fund from 50% (held through the subsidiary IDeA FIMIT SGR) to 8.5%.
As a result, at 30 June 2015, the following companies formed part of the DeA Capital Group's scope of consolidation:
| Company | Registered office | Currency | Share capital | % holding | Consolidation |
|---|---|---|---|---|---|
| DeA Capital S.p.A. | Milan, Italy | Euro | 306,612,100 | Holding | method |
| Sigla Luxembourg S.A. | Luxembourg | Euro | 482,684 | 41.39% Equity accounted | |
| IDeA Capital Funds SGR S.p.A. | Milan, Italy | Euro | 1,200,000 | (IAS 28) 100.00% Full consolidation |
|
| IDeA OF I | Milan, Italy | Euro | - | 46.99% Full consolidation (IAS 27) | |
| Atlantic Value Added | Rome, Italy | Euro | - | (IAS 27) 27.27% Equity accounted |
|
| DeA Capital Real Estate S.p.A. | Milan, Italy | Euro | 600,000 | (IAS 28) 100.00% Full consolidation |
|
| Innovation Real Estate S.p.A. | Milan, Italy | Euro | 597,725 | 96.99% Full consolidation (IAS 27) | |
| Innovation Real Estate Advisory S.r.l. | Milan, Italy | Euro | 105,000 | 96.99% Full consolidation (IAS 27) | |
| IDeA FIMIT SGR S.p.A. | Rome, Italy | Euro | 16,757,574 | 64.30% Full consolidation (IAS 27) | |
| IDeA Real Estate S.p.A. | Milan, Italy | Euro | 50,000 | 100.00% Full consolidation (IAS 27) |
Notes to the Consolidated Statement of Financial Position
NON-CURRENT ASSETS
Non-current assets totalled approximately EUR 782.1 million at 30 June 2015, compared with EUR 786.1 million at 31 December 2014.
1a - Goodwill
This item, which was EUR 166.4 million at 30 June 2015 (unchanged from 31 December 2014), chiefly relates to the goodwill accounted for in relation to IDeA Capital Funds SGR (EUR 40.6 million) and IDeA FIMIT SGR (EUR 124.1 million).
IAS 36 requires that goodwill, and hence the cash-generating unit (CGU), or groups of CGUs to which it has been allocated, is subject to impairment tests at least annually and that certain qualitative and quantitative indicators of impairment are monitored continuously to check for the existence of conditions that would require impairment testing to be carried out more frequently
Note that with regard to the position at 30 June 2015, the qualitative and quantitative analysis conducted did not reveal any issues that would require impairment tests to be instigated. Consequently, impairment testing will be applied annually for the preparation of the financial statements for the year ending 31 December 2015.
Specifically, the DeA Capital stock's performance reveals that the Company's market capitalisation is less than its net asset value (NAV). With regard to the value of goodwill, however, this situation was not considered to be a specific indicator of impairment as it is believed that the reason for the difference is due to the performance of the financial markets and to the associated discount generally applied to the fair value of the sum of the values of the investments held by an investment company.
1b - Intangible assets
Intangible assets, and changes in their balances, are indicated in the table below.
| (EUR thousand) | Historical cost at 1.1.2015 |
Cum. amort. & write downs at 1.1.2015 |
Net carrying value at 1.1.2015 |
Historical cost at 30.06.2015 |
Cum. amort. & write downs at 30.06.2015 |
Net carrying value at 30.06.2015 |
|---|---|---|---|---|---|---|
| Concessions, licences and trademarks | 5,439 | (4,180) | 1,259 | 5,514 | (4,481) | 1,033 |
| Software expenses | 400 | (138) | 262 | 401 | (178) | 223 |
| Development expenses | 229 | (220) | 9 | 229 | (223) | 6 |
| Other intangible assets | 122,850 | (61,032) | 61,818 | 122,850 | (63,584) | 59,266 |
| Total | 128,918 | (65,570) | 63,348 | 128,994 | (68,466) | 60,528 |
| (EUR thousand) | Balance at 1.1.2015 |
Acquisitions | Amort. | Write-downs | Decreases | Changes in consolidation area |
Balance at 30.06.2015 |
|---|---|---|---|---|---|---|---|
| Concessions, licences and trademarks | 1,259 | 74 | (1,002) | 0 | 0 | 0 | 1,033 |
| Software expenses | 262 | 1 | (56) | 0 | 0 | 0 | 223 |
| Development expenses | 9 | 0 | (17) | 0 | 0 | 0 | 6 |
| Other intangible assets | 61,818 | 0 | (9,756) | 0 | 0 | 0 | 59,266 |
| Total | 63,348 | 75 | (10,831) | 0 | 0 | 0 | 60,528 |
Other intangible assets mainly relate to customer contracts, which arise from the allocation of the cost of the business combination for the acquisition of IDeA Capital Funds SGR and FIMIT SGR, and are recorded separately from goodwill in accordance with IFRS 3, having verified that:
- they are separately identifiable from goodwill;
- their fair value can be reliably and realistically quantified;
- they arise from transferable contractual or legal rights.
1c - Property, plant and equipment
Property, plant and equipment, and changes in their balances, are indicated in the table below.
| (EUR thousand) | Historical cost at 1.1.2015 |
Cum. amort. & write downs at 1.1.2015 |
Net carrying value at 1.1.2015 |
Historical cost at 30.06.2015 |
Cum. amort. & write downs at 30.06.2015 |
Net carrying value at 30.06.2015 |
|---|---|---|---|---|---|---|
| Leasehold improvements | 3,714 | (1,020) | 2,694 | 3,722 | (1,302) | 2,420 |
| Furniture and fixtures | 1,729 | (836) | 893 | 39 | (23) | 16 |
| Computer and office equipment | 1,158 | (952) | 206 | 1,760 | (946) | 814 |
| Company vehicles | 475 | (389) | 86 | 1,185 | (991) | 194 |
| Plant | 39 | (20) | 19 | 475 | (429) | 46 |
| Other assets | 389 | (379) | 10 | 393 | (382) | 11 |
| Total | 7,504 | (3,596) | 3,908 | 7,574 | (4,073) | 3,501 |
| (EUR thousand) | Balance at 1.1.2015 |
Acquisitions | Depr. Reclassifications | Decreases | Change in consolidation area |
Balance at 30.06.2015 |
|
|---|---|---|---|---|---|---|---|
| Leasehold improvements | 2,694 | 7 | (282) | 0 | 0 | 0 | 2,419 |
| Furniture and fixtures | 893 | 31 | (110) | 0 | 0 | 0 | 814 |
| Computer and office equipment | 206 | 44 | (53) | 0 | (3) | 0 | 194 |
| Company vehicles | 86 | 0 | (39) | 0 | 0 | 0 | 47 |
| Plant | 19 | 0 | (3) | 0 | 0 | 0 | 16 |
| Other assets | 10 | 4 | (3) | 0 | 0 | 0 | 11 |
| Total | 3,908 | 86 | (490) | 0 | (3) | 0 | 3,501 |
Ordinary depreciation rates, which are based on the use of assets by category, are 20% for specific plant assets, 12% for furniture and furnishings, 20% for equipment and electronic office machinery and 15% for improvements made to leased assets.
2 - Financial investments and other non-current assets
Financial investments in shareholdings and funds are the Group's typical assets.
2a - Investments in associates
This item, which totalled EUR 21.3 million at 30 June 2015 (EUR 19.1 million at 31 December 2014), relates to the assets below:
the investment in Sigla Luxembourg was valued at approximately EUR 11.4 million (EUR 11.2 million at 31 December 2014). The change was largely due to the loss made in the period;
- the units held in the AVA fund were valued at approximately EUR 9.9 million.
The table below provides details of investments in associates at 30 June 2015 by area of activity.
| (EUR m) | Private Equity Investment |
Alternative Asset Management |
Total |
|---|---|---|---|
| Sigla | 11.4 | 0.0 | 11.4 |
| AVA fund | 3.3 | 6.6 | 9.9 |
| Total | 14.7 | 6.6 | 21.3 |
The table below summarises details of Sigla's financial information, based on the reporting package prepared in accordance with the accounting principles used by the DeA Capital Group at 30 June 2015:
| Sigla Group | ||
|---|---|---|
| (EUR thousand) | First Half 2015 |
First Half 2014 |
| Revenues | 15,620 | 7,011 |
| Net profit/(loss) for the year | 411 | (939.5) |
| Other profit/(loss), net of tax effect | 0 | 6 |
| Total comprehensive profit/(loss) for the year | 411 | (933) |
| Total comprehensive profit/(loss) for the year attributable to minorities | 241 | (545) |
| Total comprehensive profit/(loss) for the year attributable to Group | 170 | (389) |
| (EUR thousand) | 30.6.2015 | 31.12.2014 |
| Current assets | 55,893 | 55,590 |
| Non-current assets | 16,377 | 15,823 |
| Current liabilities | (42,705) | (42,507) |
| Non-current liabilities | (2,093) | (1,844) |
| Net assets | 27,472 | 27,062 |
| Net assets attributable to minorities | 16,101 | 15,861 |
| Net assets attributable to the Group | 11,371 | 11,201 |
| (EUR thousand) | 30.6.2015 | 31.12.2014 |
| Net initial assets attributable to the Group | 11,201 | 12,085 |
| Total comprehensive profit/(loss) for the year attributable to Group | 170 | (884) |
| Dividends received in the period | 0 | 0 |
| Net final assets attributable to minorities | 11,371 | 11,201 |
| Goodwill | 0 | 0 |
| Book value of associate company | 11,371 | 11,201 |
| Dividends paid to minorities during the year | 0 | 0 |
2b – Investments held by funds
At 30 June 2015, the DeA Capital Group was a minority shareholder, through the IDeA OF I fund, in Giochi Preziosi, Manutencoop, Grandi Navi Veloci, Euticals, Telit, Elemaster, Talgo, Corin and Iacobucci.
This item, which totalled EUR 109.8 million at 30 June 2015 (EUR 111.0 million at 31 December 2014), relates to the assets set out below.
| (EUR million) | 30.06.2015 |
|---|---|
| Investments in Portfolio | |
| Giochi Preziosi | 5.2 |
| Manutencoop Facility Management | 18.9 |
| Grandi Navi Veloci | 4.2 |
| Lauro Cinquantasette (Euticals) | 13.0 |
| Telit Communications | 10.5 |
| Elemaster | 8.5 |
| Investments available for sale | 60.3 |
| Iacobucci HF Electronics | 12.0 |
| Pegaso Transportation Investments (Talgo) | 23.5 |
| 2IL Orthopaedics LTD (Corin) | 14.0 |
| Investments in associates and JV valued | |
| at FV through P&L | 49.5 |
| Total investments in Portfolio | 109.8 |
The fair value of these holdings is based on:
- - market price in the case of Telit Communications (listed on AIM on the London Stock Exchange;
- - market price in the case of Talgo (listed on the Madrid Stock Exchange); its value was adjusted to take into account other assets/liabilities belonging to companies forming part of the control structure of Talgo;
- - each investment's share of NAV, as reported at 30 June 2015 by IDeA Opportunity Fund I for all other holdings.
2c – Available-for-sale investments in other companies
At 30 June 2015, the DeA Capital Group was a minority shareholder of Kenan Investments (the indirect parent company of Migros), Stepstone, Harvip, two US companies operating in the biotech and printed electronics sectors, TLcom Capital LLP (management company under English law) and TLcom II Founder Partner SLP (limited partnership under English law).
The stake in Kenan Investments is recorded in the Consolidated Half-Year Report to 30 June 2015 at EUR 196.9 million (compared with EUR 209.1 million at 31 December 2014).
This valuation is based on the percentage held by DeA Capital S.p.A. and on:
- net proceeds (EUR 107.7 million) received by DeA Capital on 24 July 2015 following completion of the sale by Kenan Investments of an indirect 40.25% stake in Migros;
- a valuation of EUR 89.2 million for the remaining holding (an indirect stake of approx. 6.8% in Migros' capital, i.e. 40.25% of the latter's capital via the investment by Kenan Investments S.A.), which in turn is based on a price per share for Migros of:
- - TRY 26.00 (plus interest of 7.5% p.a. from 30 April 2015) for the stake subject to put/call options on 9.75% of Migros, as agreed with Anadolu and exercisable from 30 April 2017;
- - TRY 21.10, being the market price on 30 June 2015, for the remaining stake (30.5% of Migros capital).
The decrease of EUR 12.2 million versus 31 December 2014 was mainly due to the impact of the reduction in the share price (from TRY 22.75 at 31 December 2014) and the devaluation of the Turkish lira against the euro (to TRY/EUR 2.99 at 30 June 2015 from TRY/EUR 2.83 at 31 December 2014) on the stake that is not subject to the above-mentioned contract with Anadolu (i.e. 30.5% of Migros).
The table below provides details of equity investments in other companies at 30 June 2015 by area of activity.
| (EUR million) | Private Equity Investment |
Alternative Asset Management |
Total |
|---|---|---|---|
| Kenan Investments | 196.9 | 0.0 | 196.9 |
| Minority interests | 0.2 | 0.0 | 0.2 |
| Total | 197.1 | 0.0 | 197.1 |
2d - Available-for-sale funds
This item relates to investments in units of three funds of funds (IDeA I FoF, ICF II and ICF III), two theme funds (IDeA EESS, IDeA ToI), six venture capital funds and 11 real estate funds, totalling approximately EUR 184.4 million at 30 June 2015, compared with EUR 176.7 million at the end of 2014.
| (EUR thousand) | Balance at 1.1.2015 |
Change in consolidation area |
Increases (Capital call) |
Decreases (Capital distribution) |
Impairment | Fair value adjustment |
Translation effect |
Balance at 30.06.2015 |
|---|---|---|---|---|---|---|---|---|
| Venture capital funds | 9,580 | 0 | 0 | (317) | (138) | (28) | 811 | 9,908 |
| IDeA I FoF | 93,476 | 0 | 5,500 | (17,419) | 0 | 6,397 | 0 | 87,954 |
| ICF II | 35,254 | 0 | 2,293 | (1,632) | 0 | 3,942 | 0 | 39,857 |
| ICF III Core | 271 | 0 | 51 | 0 | 0 | (12) | 0 | 310 |
| ICF III Credit & Distressed | 1,015 | 0 | 115 | 0 | 0 | 113 | 0 | 1,243 |
| ICF III Emerging Markets | 454 | 0 | 465 | 0 | 0 | (44) | 0 | 875 |
| IDeA EESS | 4,330 | 0 | 1,430 | 0 | (152) | 0 | 0 | 5,608 |
| Taste of Italy | 3 | 0 | 1,143 | 0 | 0 | (91) | 0 | 1,055 |
| IDeA FIMIT SGR Funds | 32,353 | 7,486 | 0 | (1,821) | (32) | (355) | 0 | 37,631 |
| Total funds | 176,736 | 7,486 | 10,997 | (21,189) | (322) | 9,922 | 811 | 184,441 |
The table below provides a breakdown of the funds in the portfolio at 30 June 2015 by area of activity.
| (EUR million) | Private Equity Investment |
Alternative Asset Management |
Total |
|---|---|---|---|
| Venture capital funds | 9.9 | 0.0 | 9.9 |
| IDeA I FoF | 88.0 | 0.0 | 88.0 |
| ICF II | 39.9 | 0.0 | 39.9 |
| ICF III | 2.4 | 0.0 | 2.4 |
| IDeA EESS | 5.6 | 0.0 | 5.6 |
| IDeA ToI | 1.0 | 0.0 | 1.0 |
| IDeA FIMIT SGR Funds | 0.0 | 37.6 | 37.6 |
| Total funds | 146.8 | 37.6 | 184.4 |
2e - Other available-for-sale financial assets
This item, totalling EUR 0.3 million at 30 June 2015, mainly relates to the minority equity investments held by IRE.
2f -Deferred tax assets
The balance on the item "deferred tax assets" comprises the value of deferred tax assets minus deferred tax liabilities, where they may be offset.
At 30 June 2015, deferred tax assets totalled EUR 4.8 million, compared with EUR 5.0 million at 31 December 2014.
Deferred tax assets were allocated against the significant tax losses of DeA Capital S.p.A. (around EUR 108.0 million, to be reported fully and without limitation), in a comparable way to the deferred tax liabilities allocated to the impairment on AFS funds.
2g – Other non-current assets
This item, valued at EUR 33.9 million at 30 June 2015, compared with EUR 30.5 million at 31 December 2014, relates mainly to the receivable from the IDeA OF I fund for the sale of 1% of Manutencoop, and the receivable from the Beta Immobiliare fund concerning the final variable commission. The receivable from the Beta Immobiliare fund corresponds to the portion of the overperformance fee that has accrued since the fund was launched and which IDeA FIMIT SGR expects to receive when the fund is liquidated.
CURRENT ASSETS
Current assets totalled approximately EUR 130.8 million at 30 June 2015, compared with EUR 117.4 million at 31 December 2014.
3a - Trade receivables
This item amounted to EUR 27.4 million at 30 June 2015, compared with EUR 29.0 million at 31 December 2014. The item mainly includes receivables from the clients of IRE (EUR 15.0 million) and IDeA FIMIT SGR (EUR 11.9 million).
3b - Available-for-sale financial assets
At 30 June 2015, available-for-sale financial assets totalled EUR 4.3 million, versus EUR 5.1 million at 31 December 2014. The item includes investment to be regarded as a temporary use of excess cash.
3c - Financial receivables
This item amounted to EUR 4.1 million at 30 June 2015, compared with EUR 2.7 million at 31 December 2014. This item relates mainly to an agreement for a 12-month revolving loan, of up to EUR 5 million, in favour of Sigla S.r.l., a wholly-owned subsidiary of associate company Sigla Luxembourg S.A., for EUR 3.5 million.
3d – Tax receivables relating to the consolidated tax scheme
This item amounted to EUR 3.7 million at 30 June 2015, compared with EUR 3.5 million at 31 December 2014. It includes receivables relating to the national tax consolidation scheme for the Group headed by De Agostini S.p.A. (formerly B&D Holding di Marco Drago e C.S.a.p.a.).
3e – Other tax receivables
At 30 June 2015, other receivables totalled EUR 1.1 million, compared with EUR 2.9 million at 31 December 2014. The item chiefly includes advance payments on IRAP (regional tax on manufacturing operations) and IRES (corporate income tax) to be reported.
3f - Other receivables
At 30 June 2015, other receivables totalled EUR 4.7 million, compared with EUR 18.6 million at 31 December 2014. This item includes guarantee deposits, advances to suppliers and prepaid expenses.
3g - Cash and cash equivalents (bank deposits and cash)
At 30 June 2015, this item was EUR 85.5 million, compared with EUR 55.6 million at 31 December 2014. The increase of EUR 29.9 million was due to changes in the Consolidated Cash Flow Statement reported above.
SHAREHOLDERS' EQUITY
4 – Shareholders' equity
At 30 June 2015, Consolidated Shareholders' Equity totalled around EUR 760.1 million, including EUR 580.5 million pertaining to the Group, compared with EUR 826.6 million (EUR 653.5 million pertaining to the Group) at 31 December 2014.
The decrease of about EUR 73.0 million in Group shareholders' equity in the first half of 2015 was due to the extraordinary dividend paid (EUR 79.9 million), the reasons already discussed in the Statement of Performance - IAS 1 (EUR 17.0 million) and the effects of the share buyback plan (EUR -9.9 million).
On 13 May 2015, in accordance with the vote of the shareholders' meeting on 17 April 2015, DeA Capital S.p.A. made a partial distribution of the share premium reserve in the amount of EUR 0.30 per share, i.e. based on the total number of shares net of treasury shares held, amounting to around EUR 79.9 million in total.
The table below provides details of changes in the fair value reserve in the first half of 2015.
| (EUR thousand) | Balance at 1.1.2015 |
Change in Fair Value |
Tax Effect | Balance at 30.06.2015 |
|---|---|---|---|---|
| Direct Investments / Shareholdings | 84,778 | (11,325) | (799) | 72,654 |
| Venture capital funds and funds of funds | 30,653 | 8,610 | (3,100) | 36,164 |
| First time adoption IFRS and other reserves | 984 | (81) | 25 | 928 |
| Total | 116,415 | (2,795) | (3,874) | 109,746 |
The tables below summarise the assumptions made in calculating the fair value of the management incentive schemes:
| Stock Option | 2004 | 2005 | 2013 | 2014 |
|---|---|---|---|---|
| N° options allocated | 160,000 | 180,000 | 1,550,000 | 1,550,000 |
| Average market price at allocation date | 2.445 | 2.703 | 1.26 | 1.44 |
| Value at allocation/mofification date | 391,200 | 486,540 | 323,175 | 2,232,000 |
| Average exercise price | 2.026 | 2.459 | 1.289 | 1.32 |
| Unit value | - | - | 0.417 | 0.453 |
| Expected volatility | 31.15% | 29.40% | 19.41% | 22.06% |
| Option expiry date | 31/08/2015 | 30/04/2016 | 31/12/2018 | 31/12/2019 |
| Risk free yield | 4.25125% | 3.59508% | 0.42% | 0.42% |
| Performance Share | 2013 | 2014 |
|---|---|---|
| N° options allocated | 393,500 | 393,500 |
| Unit value | 1.60 | 1.60 |
| Value at allocation/mofification date | 314,800 | 314,800 |
| Expected volatility | 19.41% | 22.06% |
| Option expiry date | 31/12/2015 | 31/12/2016 |
| Risk free yield | 0.42% | 0.42% |
Shareholders' equity attributable to minorities
At 30 June 2015, shareholders' equity attributable to minorities was approximately EUR 179.6 million, compared with EUR 173.1 million at 31 December 2014.
This item relates to the minority interest in shareholders' equity resulting from the line-by-line consolidation of IDeA FIMIT SGR and the IDeA OF I fund.
The table below summarises details of the financial information of IDeA FIMIT SGR and IDeA OF I, before elimination of the intercompany relationships with the Group's other companies, as at 30 June 2015.
| IDeA FIMIT SGR | IDeA OF I Fund | |||
|---|---|---|---|---|
| First Half First Half First Half (EUR thousand) 2015 2014 2015 Alternative Asset Management fees 24,789 28,146 0 Net profit/(loss) for the year 3,345 236 30,396 Profit/(loss) attributable to minorities 1,181 (1,104) 16,113 Other profit/(loss), net of tax effect (202) 169 2,169 Total comprehensive profit/(loss) for the year 3,514 2,405 30,194 |
First Half 2014 |
|||
| 0 | ||||
| 1,868 | ||||
| 990 | ||||
| 3,445 | ||||
| 5,313 | ||||
| Total comprehensive profit/(loss) for the year attributable to minorities | 1,242 | 774 | 32,119 | 2,816 |
| (EUR thousand) | 30.06.2015 31.12.2014 | 30.06.2015 31.12.2014 | ||
|---|---|---|---|---|
| Current assets | 24,801 | 24,333 | 29,129 | 1,134 |
| Non-current assets | 227,244 | 230,281 | 118,740 | 118,037 |
| Current liabilities | (11,674) | (10,685) | (28) | (51) |
| Non-current liabilities | (24,413) | (24,258) | 0 | 0 |
| Net assets | 215,958 | 219,671 | 147,841 | 119,120 |
| Net assets attributable to minorities | 91,462 | 92,800 | 78,371 | 63,146 |
| First Half | First Half | |||
| (EUR thousand) | 2015 | 2014 | First Half 2015 |
First Half 2014 |
| CASH FLOW from operations | 3,662 | 6,789 | 25,909 | (1,082) |
| CASH FLOW from investment assets | (31) | (824) | 0 | 0 |
| CASH FLOW from financial assets | (2,583) | (9,482) | 2,534 | 4,672 |
| NET INCREASE IN CASH AND CASH EQUIVALENTS | 1,048 | (3,517) | 28,443 | 3,590 |
| Dividends paid to minorities during the year | (2,583) | (3,229) | 0 | 0 |
NON-CURRENT LIABILITIES
At 30 June 2015, non-current liabilities totalled EUR 39.4 million, compared with EUR 40.9 million at 31 December 2014.
5a - Deferred tax liabilities
This item totalled EUR 19.3 million at 30 June 2015, compared with EUR 19.7 million at 31 December 2014. It mainly included deferred tax liabilities related to the tax effects of allocating part of the acquisition cost of the subsidiaries in the purchase price allocation (PPA) phase.
5b - End-of-service payment fund
At 30 June 2015, this item totalled EUR 4.8 million, compared with EUR 4.6 million at 31 December 2014, and includes end-of-service payments that are part of defined benefit plans, which were therefore valued using actuarial assessments.
5c - Non-current financial liabilities
At 30 June 2015, this item totalled EUR 5.2 million (unchanged from 31 December 2014) and mainly relates to the EUR 4.0 million medium-term loan taken out by IDeA FIMIT SGR with Banca Intermobiliare di Investimenti e Gestioni S.p.A. (maturing on 31 March 2016 and bearing variable interest at three-month Euribor + spread) for the purchase of units of the Omicron Plus fund.
5d – Other payables
At 30 June 2015, this item totalled EUR 10.2 million (EUR 11.4 million at 31 December 2014) and relates to the allocation of carried interest to be paid to the lead investor BC Partners as a result of the total capital gain on the investment in Kenan.
CURRENT LIABILITIES
At 30 June 2015, current liabilities totalled EUR 113.4 million, compared with EUR 36.0 million at 31 December 2014.
6a – Trade payables
At 30 June 2015, other receivables totalled EUR 18.1 million, compared with EUR 18.2 million at 31 December 2014.
6b – Payables to staff and social security organisations
At 30 June 2015, this item was EUR 5.0 million, compared with EUR 8.1 million at 31 December 2014, and primarily comprised the liability to staff for untaken leave and payables to social security organisations.
6c – Current tax payables
At 30 June 2015, this item was EUR 3.1 million, compared with EUR 2.0 million at 31 December 2014, and mainly related to the EUR 2.5 million payable of IDeA Capital Funds SGR in relation to the national tax consolidation scheme of the Group headed by De Agostini S.p.A. (formerly B&D Holding di Marco Drago e C. S.a.p.a.).
6d – Other tax payables
Other tax payables totalled EUR 1.5 million at 30 June 2015, compared with EUR 2.0 million at 31 December 2014, and chiefly relate to the payable to the tax authorities for taxes deducted from the income of employees and self-employed staff.
6e - Other payables
At 30 June 2015, other payables amounted to EUR 5.1 million, compared with EUR 5.3 million at 31 December 2014, and mainly related to the allocation of a EUR 2.5 million payable to the former shareholders of FIMIT SGR to compensate them for waiving the cash flows resulting from the property services platform created at IRE.
6f – Current financial payables
At 30 June 2015, this item was EUR 80.6 million, compared with EUR 0.4 million at 31 December 2014, and mainly relates to loans with Intesa SanPaolo and Mediobanca totalling EUR 80 million and to EUR 0.2 million of accrued interest on said loans.
Notes to the Consolidated Income Statement
7a - Alternative asset management fees
In the first half of 2015, Alternative Asset Management fees totalled EUR 31.2 million, compared with EUR 33.6 million in the same period of 2014; these related mainly to management fees paid to IDeA FIMIT SGR and to IDeA Capital Funds SGR for the funds they manage.
7b - Income from investments valued at equity
This item includes the share of income from companies valued at equity for the period. In the first half of 2015, income from investments valued at equity was positive at EUR 0.2 million (EUR -0.7 million in the same period of 2014).
7c - Other investment income/expenses
Other net investment income from investments in shareholdings and funds totalled EUR 35.4 million in the first half of 2015, compared with EUR -55.9 million in the same period of 2014. The item mainly relates to capital gains/revaluations posted to the Income Statement totalling EUR 39.6 million on investments held by IDeA Opportunity Fund and to impairments of EUR 5.9 million on assets of said fund.
7d – Service revenues
This item, which totalled EUR 8.6 million in the first half of 2015 (EUR 9.3 million in the same period of 2014), chiefly relates to real estate consultancy, and management services and the sale of buildings in the portfolios of the real estate funds.
8a - Personnel costs
In the first half of 2015, personnel costs totalled EUR 16.5 million, compared with EUR 17.8 million in the same period of 2014.
At 30 June 2015, the average number of employees was 235 (224 at end-2014). The table below shows changes in the average number of Group employees in the first half of 2015.
| Position | 1.1.2015 | Recruits | Departures | 30.06.2015 | Average |
|---|---|---|---|---|---|
| Senior Managers | 38 | 3 | (6) | 35 | 36 |
| Junior Managers | 65 | 7 | (6) | 66 | 65 |
| Staff | 121 | 19 | (6) | 134 | 125 |
| Total | 224 | 29 | (18) | 235 | 226 |
8b - Service costs
In the first half of 2015, service costs totalled EUR 12.0 million, compared with EUR 13.8 million in the same period of 2014.
8c - Amortisation and depreciation
Please see the table of changes in intangible and tangible assets for a breakdown into subitems.
8d – Other costs
Other costs totalled EUR 3.4 million in the first half of 2015, compared with EUR 3.5 million in the same period of 2014. This items consists of pro-rata non-deductible VAT on costs incurred by IDeA FIMIT SGR in the first half of 2015 (EUR 0.8 million), impairment on receivables for commissions from various funds managed by IDeA FIMIT SGR (EUR 1.4 million), impairment on a receivable for variable commission from the Beta fund managed by IDeA FIMIT SGR (EUR 0.1 million) and estimated potential losses on receivables relating to town planning, environmental and legal due diligence costs incurred by IDeA FIMIT SGR, should the real estate funds not come to fruition (about EUR 0.8 million).
9 - Financial income (charges)
Financial income totalled EUR 3.5 million in the first half of 2015 (EUR 2.8 million in the same period of 2014), and financial charges were EUR 0.6 million (EUR 2.7 million in the same period of 2014).
The summary tables below provide a breakdown of these items and a comparison between the first half of 2015 and the same period in 2014.
| (EUR thousand) | Half Year 2015 | Half Year 2014 |
|---|---|---|
| Interest income | 463 | 2,269 |
| Foreign exchange gains | 3,018 | 485 |
| Total | 3,481 | 2,754 |
| (EUR thousand) | Half Year 2015 | Half Year 2014 |
|---|---|---|
| Interest expense | 602 | 2,579 |
| Charges on derivatives | 0 | 52 |
| Exchange losses | 5 | 8 |
| Financial charge IAS 19 | 21 | 0 |
| Other | 0 | 36 |
| Total | 628 | 2,675 |
10 - Income tax
Income tax came to EUR 1.0 million in the first half of 2015, compared with EUR 2.4 million in the first half of 2014.
Taxes reported in the consolidated income statement are shown below.
| (EUR thousand) | Year 2015 | Year 2014 |
|---|---|---|
| Current taxes: | ||
| Income from tax consolidation scheme | 1,183 | 208 |
| - IRES | (1,136) | (2,893) |
| - IRAP | (2,981) | (1,340) |
| - Other tax | (3) | 0 |
| Total Current taxes | (2,937) | (4,025) |
| Deferred taxes for the period: | ||
| - Charges for deferred/prepaid taxes | (30) | (527) |
| - Income from deferred/prepaid taxes | 3,726 | 6,576 |
| - Use of deferred tax liabilities | 361 | 360 |
| - Use of deferred tax assets | (137) | 0 |
| Total deferred taxes | 3,920 | 6,409 |
| Total income tax | 983 | 2,384 |
11 - Earnings per share
Basic earnings per share are calculated by dividing net profit attributable to the Group's shareholders by the weighted average number of shares outstanding, in both cases relating to the period.
Diluted earnings per share are calculated by dividing net profit attributable to the Group's shareholders by the weighted average number of shares outstanding during the period, including any diluting effects of any existing stock option plans that are currently "in the money".
The table below shows the income and the share information used to calculate basic and diluted earnings per share:
| (EUR thousand) | Half Year 2015 | Half Year 2014 |
|---|---|---|
| Consolidated net profit/(loss) - Group share (A) | 23,644 | (57,117) |
| Weighted average number of ordinary shares outstanding (B) | 266,180,243 | 273,994,870 |
| Basic earnings/(loss) per share (€ per share) (C=A/B) | 0.089 | (0.208) |
| - | - | |
| Restatement for dilutive effect | - | - |
| Consolidated net profit/(loss) restated for dilutive effect (D) | 23,644 | (57,117) |
| Weighted average number of shares to be issued for the exercise of | - | - |
| stock options (E) | 306,445 | - |
| Total number of shares outstanding and to be issued (F) | 266,486,688 | 273,994,870 |
| Diluted earnings/(loss) per share (€ per share) (G=D/F) | 0.089 | (0.208) |
Primary and secondary reporting formats
The information on businesses reflects the Group's internal reporting structure. These businesses are:
- - Private Equity Investment, which includes the reporting units involved in investment activities and breaks down into equity investments (direct investments) and investments in funds (indirect investments);
- - Alternative Asset Management, which includes reporting units involved in asset management activities and related services, with a current focus on the management of private equity and real estate funds.
Performance by business in the first half of 2015
| (EUR thousand) | Private Equity Investment |
Alternative Asset Management |
Holdings/ Eliminations |
Consolidated |
|---|---|---|---|---|
| Alternative Asset Management fees | 0 | 32,360 | (1,147) | 31,213 |
| Income (loss) from equity investments | 69 | (126) | 0 | (57) |
| Other investment income/expense | 34,545 | 832 | 0 | 35,377 |
| Income from services | 1 | 8,572 | 194 | 8,767 |
| Other expenses | (1,250) | (31,608) | (2,372) | (35,230) |
| Financial income and expenses | 3,256 | 6 | (409) | 2,853 |
| PROFIT/(LOSS) BEFORE TAXES | 36,621 | 10,036 | (3,734) | 42,923 |
| Income tax | 0 | (3,956) | 4,939 | 983 |
| PROFIT/(LOSS) FOR THE PERIOD FROM CONTINUING OPERATIONS | 36,621 | 6,080 | 1,205 | 43,906 |
| Profit (Loss) from discontinued operations/held-for-sale assets | 0 | 0 | 0 | 0 |
| PROFIT/(LOSS) FOR THE PERIOD | 36,621 | 6,080 | 1,205 | 43,906 |
| - Group share | 17,820 | 4,619 | 1,205 | 23,644 |
| - Non controlling interests | 18,801 | 1,461 | 0 | 20,262 |
Performance by business in the first half of 2014
| (Euro thousand) | Private Equity Investment |
Alternative Asset Management |
Holdings/ Eliminations |
Consolidated |
|---|---|---|---|---|
| Alternative Asset Management fees | 0 | 34,814 | (1,230) | 33,584 |
| Income (loss) from equity investments | (509) | (239) | 0 | (748) |
| Other investment income/expense | (56,494) | 581 | 0 | (55,913) |
| Income from services | 27 | 9,121 | 273 | 9,421 |
| Other expenses | (1,489) | (39,254) | (5,243) | (45,986) |
| Financial income and expenses | 1,617 | (133) | (1,405) | 79 |
| PROFIT/(LOSS) BEFORE TAXES | (56,848) | 4,890 | (7,605) | (59,563) |
| Income tax | 0 | (2,052) | 4,436 | 2,384 |
| PROFIT/(LOSS) FOR THE PERIOD FROM CONTINUING OPERATIONS | (56,848) | 2,838 | (3,169) | (57,179) |
| Profit (Loss) from discontinued operations/held-for-sale assets | 0 | 0 | 0 | 0 |
| PROFIT/(LOSS) FOR THE PERIOD | (56,848) | 2,838 | (3,169) | (57,179) |
| - Group share | (57,838) | 3,890 | (3,169) | (57,117) |
| - Non controlling interests | 990 | (1,052) | 0 | (62) |
Other information
Transactions with parent companies, subsidiaries and related parties
Transactions with related parties, including those with other Group companies, were carried out in accordance with the Procedure for Related Party Transactions adopted by the Company with effect from 1 January 2011, in accordance with the provisions of the Regulation implemented pursuant to art. 2391-bis of the Italian Civil Code with Consob Resolution 17221 of 12 March 2010, as subsequently amended. During the period, the Company did not carry out any atypical or unusual transactions with related parties but only those that are part of the normal business activities of Group companies. It also did not carry out any "significant transactions" as defined in the above-mentioned Procedure. Transactions with related parties during the period were concluded under standard market conditions for the nature of the goods and/or services offered.
With regard to transactions with parent companies, note the following:
1) DeA Capital S.p.A. signed a service agreement with the controlling shareholder, De Agostini S.p.A., for the latter to provide operating services in the administration, finance, control, legal, corporate and tax areas.
This agreement, which is renewable annually, is priced at market rates and is intended to allow the Company to maintain a streamlined organisational structure in keeping with its development policy, while obtaining sufficient operational support.
At the same time, on 1 January 2013, DeA Capital S.p.A. signed an "Agreement to sublet property for intended use other than residential use" with the controlling shareholder, De Agostini S.p.A. The agreement relates to parts of a building located at Via Brera, 21, Milan, comprising space for office use, warehousing and car parking.
This agreement is renewable every six years after an initial term of seven years.
2) DeA Capital S.p.A., IDeA Capital Funds SGR, DeA Capital Real Estate, IRE and IRE Advisory have adopted the national tax consolidation scheme of the De Agostini Group (the Group headed by De Agostini S.p.A., formerly B&D Holding di Marco Drago e C. S.a.p.a.). This option was exercised jointly by each company and De Agostini S.p.A. by signing the "Regulation for participation in the national tax consolidation scheme for companies in the De Agostini Group" and notifying the tax authorities of this option pursuant to the procedures and terms and conditions set out by law. The option is irrevocable unless the requirements for applying the scheme are not met.
The option is irrevocable for DeA Capital S.p.A. for the three-year period 2014-2016, for IDeA Capital Funds SGR, IRE and IRE Advisory for the three-year period 2015-2017 and for DeA Capital Real Estate for the three-year period 2013-2015.
3) In order to enable a more efficient use of liquidity and the activation of credit lines with potentially better terms and conditions compared with those that may be obtained from banks, DeA Capital S.p.A. has signed a framework agreement (Framework Agreement) with the Parent Company De Agostini S.p.A. for the provision of short-term intercompany loans/deposits.
Deposit/financing operations falling within this Framework Agreement shall be activated only subject to verification that the terms and conditions, as determined from time to time, are advantageous, and will be provided on a revolving basis, and with maturities of not more than three months. The Framework Agreement shall have a duration of one year and is renewable.
The amounts involved in the deposit/financing operations will, however, always be below the thresholds defined for "transactions of lesser importance" pursuant to Consob Regulation 17221/2010 (Transactions with Related Parties) and the internal Procedure for Related Party Transactions adopted by DeA Capital S.p.A.
* * *
In the first half of 2015, the company also carried out transactions with its subsidiaries under market conditions.
During the first half of 2015, the Company did not hold, purchase or sell, on its own account or through a trust company, any shares in the Parent Company De Agostini S.p.A.
The table below summarises the amounts of trade-related transactions with related parties.
| 30/06/2015 | 1° Semestre 2015 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| (Dati in migliaia di Euro) | Crediti finanziari Crediti commerciali Crediti tributari Debiti tributari | Debiti commerciali | Ricavi per servizi | Proventi finanziari | Costi del personale | Costi per servizi | |||
| Sigla S.r.l. | 3,560 | 0 | 0 | 0 | 0 | 0 | 101 | 0 | 0 |
| De Agostini S.p.A. | 0 | 53 | 3,688 | 2,882 | 384 | 167 | 0 | 111 | 321 |
| De Agostini Editore S.p.A. | 0 | 12 | 0 | 0 | 105 | 1 | 0 | 0 | 147 |
| De Agostini Libri S.p.A. | 0 | 10 | 0 | 0 | 0 | 7 | 0 | 0 | 0 |
| Lottomatica S.p.A. | 0 | 1 | 0 | 0 | 0 | 29 | 0 | 0 | 0 |
| De Agostini Publishing S.p.A. | 0 | 1 | 0 | 0 | 0 | 25 | 0 | 0 | 1 |
| DeA Factor S.p.A. | 0 | 0 | 0 | 0 | 1,016 | 0 | 0 | 0 | 0 |
| De Agostini Invest S.A. | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Totale correlate | 3,560 | 77 | 3,688 | 2,882 | 1,505 | 230 | 101 | 111 | 469 |
| Totale voce di bilancio | 4,139 | 27,376 | 3,688 | 3,075 | 18,088 | 8,645 | 3,481 | 16,492 | 11,954 |
| Incidenza % sulla voce di bilancio | 86.0% | 0.3% | 100.0% | 93.7% | 8.3% | 2.7% | 2.9% | 0.7% | 3.9% |
Directors' and auditors' remuneration
In the first half of 2015, remuneration payable to the Parent Company's directors and auditors for the performance of their duties totalled EUR 596.9 thousand and EUR 87.5 thousand respectively.
Stock options and performance shares
The Company has in place stock option plans for shares and performance share plans for the Boards of Directors, auditors and directors with strategic responsibilities. The table below shows the changes in these plans.
| Options outstanding at Jan. 1, 2015 | Options granted during 2015 | Options Options outstanding at June lapsed 30, 2015 during 2015 |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Beneficiary | Position | Number of options |
Average exercise price |
Average expiry date |
Number of options |
Average exercise price |
Average expiry date |
Number of options |
Number of options |
Average exercise price |
Average expiry date |
| Paolo Ceretti | CEO | 950,000 | 1.289 | 5 | 0 | 0 | 0 | 0 | 950,000 | 1.289 | 5 |
| Paolo Ceretti | CEO | 950,000 | 1.32 | 5 | 0 | 0 | 0 | 0 | 950,000 | 1.32 | 5 |
| Key Management | 600,000 | 1.289 | 5 | 0 | 0 | 0 | 0 | 600,000 | 1.289 | 5 | |
| Key Management | 600,000 | 1.32 | 5 | 0 | 0 | 0 | 0 | 600,000 | 1.32 | 5 |
| Options outstanding at Jan. 1, 2015 | Options granted during 2015 | Options lapsed during 2015 |
Options outstanding at June 30, 2015 |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Beneficiary | Position | Number of options |
Average expiry date |
Number of options |
Average expiry date |
Number of options |
Number of options |
Average expiry date |
|||
| Paolo Ceretti | CEO | 120,000 | 2 | 0 | 0 | 0 | 120,000 | 2 | |||
| Paolo Ceretti | CEO | 120,000 | 2 | 0 | 0 | 0 | 120,000 | 2 | |||
| Key Management | 84,625 | 2 | 0 | 0 | 0 | 84,625 | 2 | ||||
| Key Management | 84,625 | 2 | 0 | 0 | 0 | 84,625 | 2 |
Information on the fair value hierarchy
IFRS 13 stipulates that financial instruments reported at fair value should be classified based on a fair value hierarchy that reflects the importance and quality of the inputs used in calculating such fair value. Three levels have been determined:
• level 1: the fair value of instruments classified at this level is calculated based on the (unadjusted) quoted prices recorded on an active market for the assets or liabilities being valued;
• level 2: the fair value of instruments classified at this level is calculated using valuation techniques that use directly or indirectly observable market parameters other than the quoted price of the financial instruments as inputs;
• level 3: the fair value of instruments classified at this level is calculated using valuation techniques that do not use observable market parameters as inputs.
The table below shows assets valued at fair value by hierarchical level at 30 June 2015:
| (EUR million) | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| Available-for-sale equity investments held by funds | 10.5 | 0.0 | 49.8 | 60.3 |
| Investments in associates and JVs held by Funds (recognised on income statement) | 0.0 | 0.0 | 49.5 | 49.5 |
| Available-for-sale investments in other companies | 0.0 | 196.9 | 0.2 | 197.1 |
| Available-for-sale funds | 7.6 | 176.8 | 0.0 | 184.4 |
| Other available-for-sale financial assets – non-current portion | 0.0 | 0.0 | 0.3 | 0.3 |
| Available-for-sale financial assets – current portion | 4.3 | 0.0 | 0.0 | 4.3 |
| Total assets | 22.5 | 373.7 | 99.8 | 496.0 |
The table below shows changes in level 3 assets between the opening balance and closing balance at 30 June 2015.
| (EUR thousand) | Balance at | 1.1.2015 Increases Decreases | Impairment and related exchange effect |
Fair value adjustment |
Fair value on income statement |
Translation effect |
Balance at 30.06.2015 |
|
|---|---|---|---|---|---|---|---|---|
| Available-for-sale equity investments held by funds | 53,705 | 6,341 | (4,498) | (5,777) | 0 | 0 | 0 | 49,771 |
| Investments in associates and JVs held by Funds (recognised on income statement) | 39,805 | 0 | (5,959) | 0 | 0 | 15,674 | 0 | 49,520 |
| Other entities | 184 | 0 | 0 | 0 | 0 | 0 | 0 | 184 |
| Available-for-sale investments | 93,694 | 6,341 | (10,457) | (5,777) | 0 | 15,674 | 0 | 99,475 |
| Other available-for-sale financial assets – non-current portion | 306 | 0 | 0 | 0 | 5 | 0 | 0 | 311 |
Disclosure relating to sovereign exposures
Pursuant to Consob Communication DEM/11070007 of 5 August 2011 (which incorporates ESMA statement 2011/266 issued on 28 July 2011) on the information to be provided in financial reports regarding listed companies' exposure to sovereign debt securities and in relation to current trends on the international markets, the only assets relating to sovereign exposure held by the DeA Capital Group at 30 June 2015 have a carrying value of EUR 401 thousand and comprise Italian government treasury certificates maturing in 2015.
Atypical or unusual transactions
In the first half of 2015, there were no atypical or unusual transactions as defined by Consob Communication 6064293 of 28 July 2006.
Significant non-recurring events and transactions
In the first half of 2015, the DeA Group did not undertake any significant non-recurring transactions as defined by the above-mentioned Consob Communication; the proposed sale of the stake in GDS by Santé is considered to be part of ordinary operations.
Net financial position
Please see the Interim Report on Operations, as mentioned above, for the net debt of the DeA Capital Group.
Significant events after the end of the period and outlook
Significant events after the end of the period
Private equity funds – paid calls/distributions
After the end of the first half of 2015, the DeA Capital Group increased its investments in the IDeA I FoF, ICF II, ICF III, IDeA OF I and IDeA ToI funds with payments totalling EUR 1.5 million.
At the same time, the DeA Capital Group received capital reimbursements from the IDeA I FoF, ICF II and IDeA OF I funds (EUR 5.4 million, EUR 0.2 million and EUR 13.4 million respectively) to be used in full to reduce the carrying value of the units.
Sale of stake in Migros and subsequent cash distribution by Kenan Investments
On 15 July 2015, after approval from the Turkish antitrust authorities had been received (last condition precedent to completion of the transaction), Moonlight Capital S.A., a whollycontrolled special purpose vehicle of Kenan Investments S.A. (of which DeA Capital owns approximately 17%), completed the sale of a 40.25% stake in Migros to Anadolu Endüstri Holding, a leading Turkish conglomerate, based on the agreements entered into at the end of 2014.
Following the receipt of the proceeds from this sale, on 24 July 2015 Kenan Investments distributed a total of EUR 648.5 million to shareholders; DeA Capital's share amounted to EUR 107.7 million, generating a capital gain of over EUR 45 million.
Given the proceeds already realised in previous years (EUR 79.8 million), the total cash-in from DeA Capital's investment in Migros was EUR 187.5 million, in addition to the residual stake, valued at EUR 89.2 million at 30 June 2015 (equivalent to an indirect stake of approximately 6.8% in Migros' capital), against an initial investment of EUR 175 million.
Closing of IDeA Taste of Italy private equity fund
On 30 July 2015, the fund approved the second closing for a total of EUR 54 million, which brought the total commitment to EUR 140 million.
DeA Capital S.p.A. took part in this closing via the subscription of a further 113 units, representing a commitment of up to EUR 5.65 million and taking its total commitment in the fund to EUR 14.25 million.
Outlook
The outlook continues to focus on the strategic guidelines followed last year, with an emphasis on increasing the value of assets in the Private Equity Investment area and developing Alternative Asset Management platforms.
With regard to the Private Equity Investment area, having completed the sale of the stake in Générale de Santé and half the stake in Migros, the Company will continue its efforts to increase the value of the other investments in its portfolio.
Turning to Alternative Asset Management, as referred to above, the Company will continue to develop platforms for both private equity (through IDeA Capital Funds SGR) and real estate (through IDeA FIMIT SGR), as well as associated real estate activities (i.e. project, property and facility management and property brokerage via IRE/IRE Advisory).
In order to support the strategic guidelines above, the Company will continue to maintain a solid asset/financial base, optimised by returning profits to shareholders (including through buy-back operations), based on the available liquidity.
Statement of responsibilities for the Summary Consolidated Half-Year Report to 30 June 2015
STATEMENT OF RESPONSIBILITIES FOR THE SUMMARY CONSOLIDATED HALF-YEAR REPORT TO 30 June 2015 (PURSUANT TO ART. 154-BIS OF LEGISLATIVE DECREE 58/98)
The undersigned, Paolo Ceretti, as Chief Executive Officer, and Manolo Santilli, as the manager responsible for preparing the financial statements, hereby certify, pursuant to art. 154-bis, paragraphs 3 and 4 of Legislative Decree 58 of 24 February 1998 that, based on the characteristics of the company, the administrative and accounting procedures
for preparing the Summary Consolidated Half-Year Report of the DeA Capital Group to 30 June 2015 were appropriate and effectively applied.
The assessment as to the suitability of the administrative and accounting procedures for preparing the Summary Consolidated Half-Year Report to 30 June 2015 was based on a process
established by DeA Capital S.p.A. in keeping with the Internal Control - Integrated Framework model issued by the Committee of Sponsoring Organisations of the Treadway Commission, which is the generally accepted reference framework at international level.
It should be noted in this regard that, as described in the notes to the Summary Consolidated Half-Year Report to 30 June 2015, the preparation of the Summary Consolidated Half-Year Report to 30 June 2015, as permitted by IAS/IFRS, required the use of significant estimates by the Company's management, especially with regard to fair value assessments of the investment portfolio (shareholdings and funds). These fair values were determined by the directors based on their best estimates and judgement, using their knowledge and evidence available at the time the Summary Consolidated Half-Year Report to 30 June 2015 was prepared. However, due to objective difficulties in making assessments and the absence of a liquid market, the values assigned to such assets could differ, and in some cases significantly, from those that could be obtained when the assets are sold.
The undersigned further certify that the Summary Consolidated Half-Year Report to 30 June 2015:
- - was prepared in accordance with the applicable international accounting standards recognised in the European Community pursuant to (EC) European Parliamentary and Council Regulation 1606/2002 of 19 July 2002, and in particular, IAS 34 (Interim financial reporting), and the rules issued to implement art. 9 of Legislative Decree 38/2005;
- - correspond to book and accounting entries of the Group companies;
- - provide a true and fair view of the operating performance and financial position of the issuer and all the companies included in the consolidation.
The Interim Report on Operations contains references to significant events that occurred in the first six months of 2015 and their impact on the summary consolidated half-year financial statements to 30 June 2015, together with a description of the main risks and uncertainties for the remaining six months of the year, and information on significant related-party transactions.
Milan, 27 August 2015
Paolo Ceretti Manolo Santilli
Chief Executive Officer Manager responsible for preparing the Company's accounting statements
Independent Auditors' Report
The (consolidated) financial statements have been translated from those issued in Italy, from the Italian into the English language solely for the convenience of international readers
REVIEW REPORT ON CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS AS OF 30 JUNE 2015
DEA CAPITAL SPA
REVIEW REPORT ON CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS AS OF 30 JUNE 2015
To the shareholders of DeA Capital SpA
Foreword
We have reviewed the accompanying consolidated condensed interim financial statements of DeA Capital SpA and its subsidiaries (the DeA Capital Group) as of 30 June 2015, comprising the statement of financial position, the income statement, the statement of comprehensive income, the statement of changes in shareholders' equity, the cashflow statement and the related notes. The directors of DeA Capital SpA are responsible for the preparation of the consolidated condensed interim financial statements in accordance with International Accounting Standard 34 applicable to interim financial reporting (IAS 34) as adopted by the European Union. Our responsibility is to express a conclusion on these consolidated condensed interim financial statements based on our review.
Scope of review
We conducted our work in accordance with the criteria for a review recommended by Consob in Resolution No. 10867 of 31 July 1997. A review of consolidated condensed interim financial statements consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than a fullscope audit conducted in accordance with International Standards on Auditing (ISA Italia) and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the consolidated condensed interim financial statements.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the accompanying consolidated condensed interim financial statements of DeA Capital Group as of 30 June 2015 are not prepared, in all material respects, in accordance with International Accounting Standard 34 applicable to interim financial reporting (IAS 34) as adopted by the European Union.
Other aspects
The consolidated financial statements as of and for the year ended 31 December 2014 and the consolidated condensed interim financial statements for the period ended 30 June 2014 were audited and reviewed, respectively, by other auditors, who, on 26 March 2015, expressed an unqualified opinion on the consolidated financial statements, and, on 29 August 2014, expressed an unqualified conclusion on the consolidated condensed interim financial statements.
Milan, 28 August 2015
PricewaterhouseCoopers SpA
Signed by
Giovanni Ferraioli (Partner)
This report has been translated into English from the Italian original solely for the convenience of international readers