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DEA Capital Interim / Quarterly Report 2017

Nov 9, 2017

4211_rns_2017-11-09_645a859b-59d3-4a4c-9bf7-b695144fdd14.pdf

Interim / Quarterly Report

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INTERIM MANAGEMENT REPORT TO 30 SEPTEMBER 2017

Third quarter 2017 First nine months of 2017

Board of Directors Milan, 8 November 2017

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 50,134,017 treasury shares at 30 September 2017) Tax code, VAT code and recorded in the Milan Register of Companies under no. 07918170015

Board of Directors (*)

Chief Executive Officer Paolo Ceretti

Chairman Lorenzo Pellicioli

Directors Lino Benassi Marco Boroli Donatella Busso (1 / 5) Marco Drago Carlo Enrico Ferrari Ardicini Francesca Golfetto (3 / 5) Severino Salvemini (2 / 3 / 5) Daniela Toscani (1 / 5) Elena Vasco (4 / 5)

Board of Statutory Auditors (*)

Chairman Cesare Andrea Grifoni
Permanent Auditors Annalisa Raffaella Donesana
Fabio Facchini
Deputy Auditors Andrea Augusto Bonafè
Michele Maranò
Marco Sguazzini Viscontini
Secretary to the Board of
Directors
Diana Allegretti
Manager responsible for
preparing the Company's
accounts
Manolo Santilli
Independent Auditors PricewaterhouseCoopers S.p.A.

(*) In office until the approval of the Financial Statements for the Year Ending 31 December 2018

(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

    1. Profile of DeA Capital S.p.A.
    1. Information for shareholders
    1. The DeA Capital Group's key Statement of Financial Position and Income Statement figures
    1. Significant events in the third quarter of 2017
    1. Results of the DeA Capital Group
    1. Other information

Consolidated Financial Statements and Notes to the Accounts for the period 1 January to 30 September 2017

Statement of Responsibilities for the Interim Management Report to 30 September 2017

Interim Report on Operations

1. Profile of DeA Capital S.p.A.

With assets under management of more than EUR 11,500 million and an investment portfolio of approximately EUR 430 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 DeA Capital Real Estate SGR and DeA Capital Alternative Funds SGR – is Italy's leading operator. The two asset management companies are active in the promotion, management and value enhancement of investment funds, using approaches based on sector experience and the identification of opportunities for achieving the best returns.

The Company's ability to carry out investment initiatives that are structurally very complex, on the one hand, and raise funds through its asset management subsidiaries, on the other, is proof of the effectiveness of its business model, which combines private investment and asset management activities to create value in a unique way in Italy's alternative asset management sector. It does this thanks to:

  • the quality, built up over time, of the management team, which has over 200 professionals dedicated to managing funds in the most attractive alternative investment asset classes (real estate, private equity and NPL);
  • its solid financial position, which enables it to support the launch of new initiatives with its own capital, and hence substantially align its interests with those of the investors in the managed funds;
  • an extensive network of international relationships, which makes DeA Capital the preferred Gate-to-Italy for alternative investment decisions in our country;
  • its membership of one of Italy's leading business groups, whose structure is built on a long-term approach that best supports the Company's growth path.

At 30 September 2017, DeA Capital S.p.A. reported Group shareholders' equity of EUR 502.3 million, corresponding to a net asset value (NAV) of EUR 1.96 per share (compared with EUR 1.91 per share at 31 December 2016, adjusted for the distribution of the extraordinary dividend of EUR 0.12 per share in May 2017.

The investment portfolio totalled EUR 434.6 million and consists of Private Equity Investment shareholdings of EUR 80.0 million, Private Equity Investment funds of EUR 188.9 million and net assets relating to the Alternative Asset Management business of EUR 165.7 million.

The net financial position of the holding companies was positive (i.e. net cash) at EUR 67.6 million.

At 30 September 2017, the corporate structure of the Group headed by DeA Capital S.p.A. (the DeA Capital Group, or the Group) was as summarised below(*):

(*) The corporate structure represented above incorporates the new names of the two asset management companies, from the start of October 2017; this is explained below in the section "Significant events after the end of the period".

PRIVATE EQUITY INVESTMENT

o Main shareholdings

  • 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 17.1% in Kenan Investments, equating to a fully diluted stake of about 5.2% in Migros)
  • strategic shareholding in Sigla, which provides consumer credit for nonspecific purposes (salary-backed loans and personal loans) and services nonperforming loans (NPL) in Italy. The investment, which is currently undergoing disposal, is held through the Luxembourg-registered company Sigla Luxembourg S.A., an associate of the DeA Capital Group (with a stake of 41.4%)

o Funds

  • units in seven funds managed by the subsidiary DeA Capital Alternative Funds SGR, i.e. in the three funds of funds IDeA I Fund of Funds (IDeA I FoF), ICF II and ICF III, and the co-investment fund IDeA Opportunity Fund I (IDeA OF I), in the theme funds IDeA Efficienza Energetica e Sviluppo Sostenibile (Energy Efficiency and Sustainable Development – IDeA EESS) and IDeA Taste of Italy (IDeA ToI), and in the credit fund IDeA Corporate Credit Recovery I (IDeA CCR I);
  • units in two funds managed by the subsidiary DeA Capital Real Estate SGR, i.e. in the real estate funds Venere and Santa Palomba;
  • units in six venture capital funds.

ALTERNATIVE ASSET MANAGEMENT

  • full control of DeA Capital Alternative Funds SGR (formerly IDeA Capital Funds SGR), which manages private equity funds (funds of funds, coinvestment funds and theme funds) with about EUR 1.9 billion in assets under management (AUM) and nine managed funds;
  • controlling interest in DeA Capital Real Estate SGR (formerly IDeA FIMIT SGR, 64.3%), Italy's largest independent real estate asset management company, with assets under management of about EUR 9.7 billion and 44 managed funds (including five listed funds);
  • controlling interest in SPC (80.0%), a company that specialises in secured and unsecured debt recovery, with a focus on the banking, leasing, consumer and commercial sectors in Italy, with assets under management of around EUR 0.3 billion;
  • strategically important stake in IRE (45%), which operates in project, property and facility management and due diligence, as well as in real estate brokerage.

2. Information for shareholders

> Shareholder structure - DeA Capital S.p.A. (#)

(#) Figures to 30 September 2017.

Fully diluted stakes (i.e. excluding treasury shares): De Agostini S.p.A. 69.7% and floating capital of $30.3%$ .

Note: At 8 November 2017, there were 50,332,017 treasury shares representing approximately 16.4% of share capital.

> Share performance (°)

- From 11 January 2007, when DeA Capital S.p.A. began operating, to 30 September 2017

- From 1 January 2017 to 30 September 2017

(°) Source: Bloomberg

The performance of the DeA Capital share

The Company's share price fell by 31.7% between 11 January 2007, when DeA Capital S.p.A. began operations, and 30 September 2017. In the same period, the FTSE All-Share® and LPX Composite® fell by 40.8% and 0.9% respectively.

The DeA Capital share rose by 23.8% in the first nine months of 2017, while the Italian market index FTSE All-Share® gained 19.5%, and the LPX Composite® advanced by 7.6%. Note that the share's liquidity increased considerably in the period in question, with average daily trading volumes of around 500,000 shares.

The share prices recorded in the first nine months of 2017 are shown below. The prices and performances have been adjusted by the amount of the extraordinary dividend (EUR 0.12 per share) paid to shareholders in May 2017.

(in EUR) 1 Jan -
30 Sept
2017
Maximum price 1.47
Minimum price 1.07
Average price 1.25
Price at 30 September 2017 (EUR per share) 1.37
Market capitalisation at 30 September 2017 (EUR million) 351

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 to 30 September 2017 are shown below, compared with the corresponding figures to 31 December 2016.

(EUR million) 30.9.2017 31.12.2016
"adjusted" (*)
31.12.2016
"as reported"
NAV/share (EUR) 1.96 1.91 2.03
Group NAV 502.3 498.0 529.2
Investment portfolio 434.6 448.8 448.8
Net financial position - Holding companies 67.7 48.5 79.7
Consolidated net financial position 97.3 71.9 103.1

(*) The "adjusted" results at 31.12.2016 take into account the extraordinary dividend distribution of 0,12 € / share, for a total 31,2 million Euro, which was completed in May 2017

(EUR million) First nine
months of 2017
First nine
months of 2016
Group net profit/(loss) 4.9 9.8
Comprehensive income (Group share)
(Statement of Performance – IAS 1)
9.7 18.0

The table below shows the composition of the Group's NAV during the first nine months of 2017.

Change in Group NAV Total value
(EUR m)
No. shares
(millions)
Value per share
(EUR)
Group NAV "as reported" at 31.12.2016 529.2 261.2 2.03
Extraordinary dividend distributed (31.2) (0.12)
"Adjusted" Group NAV at 31.12.16 498.0 1.91
Purchase of own shares (7.0) (5.2) (1.34)
(
*)
Treasury shares delivered to the incentive plans 0.3 0.5 1.53
#)
(
Comprehensive income - Statement of Performance - IAS 1 9.7
Other changes in NAV 1.3
Group NAV at 30.9.2017 502.3 256.5 1.96

(*) Average price of purchases in 2017

(#) Market price at the date of delivery of shares

The table below provides details of the Group's Statement of Financial Position at 30 September 2017 (compared with the position at 31 December 2016).

30 September 2017 December 31, 2016
"adjusted" (*)
M€ €/Sh. M€ €/Sh.
Private Equity Investment
- Kenan Inv. / Migros 60.0 0.23 66.9 0.26
- Funds - Private Equity / Real Estate 188.9 0.74 202.9 0.78
- Other (Sigla, Crescita,) 20.0 0.08 11.7 0.04
Total PEI (A) 268.9 1.05 281.5 1.08
Alternative Asset Management
- IDeA FIMIT SGR 121.9 0.48 122.7 0.47
- IDeA Capital Funds SGR 38.2 0.15 37.7 0.14
- Other (IRE / SPC) 5.6 0.02 6.9 0.03
Total AAM (B) 165.7 0.65 167.3 0.64
Investment Portfolio (A+B) 434.6 1.70 448.8 1.72
Other net assets (liabilities) 0.0 0.00 0.7 0.00
Net Financial Position Holdings 67.7 0.26 48.5 0.19
NAV 502.3 1.96 498.0 1.91

(*) The "adjusted" results at 31.12.2016 take into account the extraordinary dividend distribution of

0,12 € / share, for a total 31,2 million Euro, which was completed in May 2017

4. Significant events in the third quarter of 2017

The significant events that occurred in the third quarter of 2017 are summarised below. For events that took place during the first half of the year, please refer to the Half-Year Report to 30 June 2017, which was approved by the Board of Directors on 8 September 2017.

Alternative asset management funds – paid calls/distributions

In the third quarter of 2017, the DeA Capital Group increased its respective investments with net payments totalling EUR 2.0 million. Investments in the first nine months of 2017 totalled EUR 6.9 million, and relate to the IDeA I FoF, ICF II, ICF III, IDeA EESS, IDeA ToI and IDeA CCR I funds.

At the same time, the DeA Capital Group received capital reimbursements totalling EUR 11.9 million during the third quarter. The cumulative total of reimbursements received in the first nine months of 2017 amounted to EUR 20.6 million, and relate to the IDeA I FoF, ICF II, IDeA OF I and IDeA EESS funds.

Thus, the private equity funds in which DeA Capital S.p.A. invested produced a net positive cash balance totalling EUR 9.9 million for the portion relating to the Group in the third quarter of 2017 and EUR 13.7 million in the first nine months of 2017.

Reduction in the commitments of IDeA CCR I's Nuova Finanza sub-fund

With effect from 1 July 2017, IDeA CCR I approved a reduction in the Nuova Finanza (new finance) sub-fund's commitment to EUR 42.8 million (from the original EUR 85.3 million) due to the good performance of the portfolio companies and the resulting lower requirements for the injection of "new finance" to relaunch said companies (as defined when the fund in question was structured). DeA Capital's commitment in this fund was therefore reduced from EUR 15.1 million to EUR 7.6 million.

Agreement to sell investments in Sigla and SiCollection

On 7 July 2017, Sigla Luxembourg, a 41.4%-owned investee company of DeA Capital S.p.A., signed an agreement to sell two investments (100% of the capital) held in Sigla and SiCollection to Alchemy Special Opportunities Fund (Alchemy).

Sigla, which is recorded in the register of intermediaries pursuant to art. 106 of the Italian Consolidated Banking Law (TUB), operates in salary-backed loans, while SiCollection is active in the servicing of non-performing loans. Alchemy specialises in investments in private equity and special situations in Europe and has a proven track record in the financial services sector.

The transaction includes, inter alia, the standard reps and warranties for this type of agreement. It is subject to conditions precedent, which include obtaining the necessary approval of the supervisory authorities. Completion is expected by the end of 2017.

The consideration for the sale, net of transaction costs and expenses relating to the management equity plan (for Sigla Luxembourg), is expected to generate a pro-rata share of around EUR 11.8 million for DeA Capital (slightly higher than the book value of the investment in Sigla Luxembourg).

Increased voting rights for DeA Capital S.p.A. shares held by the Parent Company De Agostini S.p.A.

On 7 July 2017, the increased voting rights attached to 178,795,798 DeA Capital S.p.A. ordinary shares owned by De Agostini S.p.A. (a company controlled by B&D Holding di Marco Drago e C.S.a.p.a.), became effective pursuant to art. 127-quinquies of the TUF and the Company's articles of association.

As a result of this increase in voting rights, De Agostini S.p.A. holds about 58.3% of the share capital of DeA Capital S.p.A. and approximately 73.7% of the related voting rights.

Acquisition of Yard by IRE

On 24 July 2017, Innovation Real Estate (IRE, a 45%-owned investee company of the DeA Capital Group) completed the acquisition of Yard, a full-service provider operating in the real estate sector, which has a customer/services mix that is complementary to that of IRE. The transaction, which does not involve any share exchanges, will take the form of a merger by incorporation of Yard into IRE, and is expected to complete by 2018.

SPC capital increase

In July 2017, payments totalling EUR 2.5 million (the DeA Capital Group's share: EUR 2 million) were made to SPC, which following subsequent shareholder resolutions (coverage of losses and allocation of share capital) brought the stake held in SPC to 80% (from 85% previously).

5. Results of the DeA Capital Group

The consolidated results for the period 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 the reporting units dedicated to asset management activities and related services, with a focus on the management of private equity and real estate funds.

Private Equity Investment

At 30 September 2017, the DeA Capital Group was a shareholder of:

  • Kenan Investments, holder of a stake in Migros (valued at EUR 60.0 million);
  • Sigla Luxembourg, the parent company of Sigla/SiCollection, both of which are undergoing disposal (valued at EUR 11.5 million);
  • Crescita, a special purpose acquisition company (valued at EUR 8.3 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 a zero carrying value.

At 30 September 2017, the DeA Capital Group held units in the following funds (net carrying value from the funds' consolidated financial statements shown in brackets):

  • IDeA I FoF (valued at EUR 54.2 million);
  • ICF II (valued at EUR 41.7 million);
  • ICF III (valued at EUR 7.3 million);
  • IDeA OF I (valued at EUR 43.7 million);
  • IDeA EESS (valued at EUR 21.0 million);
  • IDeA ToI (valued at EUR 7.3 million);
  • IDeA CCR I (valued at EUR 1.7 million);
  • Venere (valued at EUR 2.8 million);
  • Santa Palomba (valued at EUR 0.4 million);
  • six venture capital funds (with a total value of approximately EUR 8.8 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 41.4%) 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. It is a benchmark operator in the provision of financial services to households throughout Italy, chiefly through a network of agents.

Its activities also include servicing unsecured non-performing loans (personal loans and credit cards) carried out by SiCollection.

The investment in Sigla Luxembourg, amounting to EUR 11.5 million, which was unchanged compared with 31 December 2016, was classified under "Held-for-sale assets" in light of the process to sell the assets, which is under way. In July 2017, Sigla Luxembourg received and accepted a binding offer to purchase 100% of the capital of its subsidiaries Sigla and SiCollection: DeA Capital's pro-rata share of the purchase price, totalling around EUR 11.8 million, is broadly in line with the carrying value of the subsidiary.

Sigla (mln $\epsilon$ ) First nine months of First nine months of
2017
2016 Change
Salary-backed loans granted 163.3 130.5 32.8
Revenues from Salary-backed loans 9.5 9.6 (0.1)
Group net profit 21 (0.5)

With regard to operating performance, In the first nine months of 2017, Sigla continued to show sustained growth in salary-backed loans $(+25%)$ , with very buoyant fund-raising to support the pace of growth in CQS loans, in terms of both quantity (around EUR 400 million raised in 2017) and quality (diversification of the financing institutions and the introduction of securitisations as a form of funding).

At the same time, Sigla's risk profile has continued to improve significantly, given the gradual recovery of the portfolio of the outstanding personal loans portfolio (down to EUR 26.0 million at 30 September 2017) and the substantial repayment of financial debt (from EUR 32 million at 31 December 2014 to EUR 0.5 million at 30 September 2017).

Investments in other companies

Kenan Investments (holder of a shareholding in Migros)

Sector: Food retail

Website: www.migros.com.tr

Investment details:

In 2008, the DeA Capital Group acquired 17.1% of the capital of Kenan Investments, the company heading the structure to acquire Migros.

The stake held by Kenan Investments is currently 30.50%, after the sale of a 40.25% interest in Anadolu Endüstri Holding, a leading Turkish conglomerate, finalised in 2015, and of a further stake of 9.75% recently (following the exercise of a put option in the first half of $2017$ ).

Brief description:

Migros was established in 1954 and is the leading company in the food retail sector in Turkey. The company has 1,844 sales outlets (at 30 June 2017), with a total net area of 1,429 thousand square metres.

Migros is present in all seven regions of Turkey, and has marginal presences in Kazakhstan and Macedonia.

The company operates under the following names: Migros and Macrocenter (supermarkets), 5M (hypermarkets), Ramstore (supermarkets abroad) and Kangurum (online store).

Growth in the 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.

In 2017, Migros completed the acquisition of Tesco-Kipa, a large supermarket chain with a turnover of over TRY 2 billion and 168 sales outlets.

The stake in Kenan Investments (indirectly corresponding to approximately 5.2% of Migros' capital, i.e. 30.5% of Migros' capital via the Group's investment in Kenan Investments) is recorded in the Consolidated Financial Statements to 30 September 2017 at EUR 60.0 million (compared with EUR 66.9 million at 31 December 2016).

The decrease (EUR -6.9 million) on the figure at 31 December 2016 is due to a combination of:

  • net proceeds (EUR 17.8 million) realised on 1 June 2017 following the exercise of the put option on the 9.75% stake in Migros;
  • an increase in fair value (EUR $+10.9$ million) due to the combined effect of the rise in the price per share (TRY 25.74 per share at 30 September 2017, versus TRY 17.58 per share at 31 December 2016) and the devaluation of the Turkish lira against the euro (4.21 TRY/EUR at 30 September 2017, versus 3.72 TRY/EUR at 31 December 2016).
Migros (mln YTL) First Half 2017 First Half 2016 Change
Revenues 7,037 38.5%
EBITDA 349 296 17.7%
Net financial debt (2,309) (1,805) -504 mln YTL

(*) Pending the publication of data as at 30 September 2017, the figures at 30 June 2017 are shown, already commented on in the Half-Yearly Financial Report at 30 June 2017

Funds

At 30 September 2017, the DeA Capital Group's Private Equity Investment business included investments in:

  • - the IDeA OF I fund (fully consolidated in accordance with IFRS 10);
  • - the IDeA EESS fund and the Venere 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 ToI and IDeA CCR I), six venture capital funds and the Santa Palomba real estate fund,

worth a net total of approximately EUR 188.9 million (corresponding to the estimated fair value calculated using the information available on the date this document was prepared) in the Consolidated Financial Statements at 30 September 2017.

Residual commitments for all the funds in the portfolio were approximately EUR 93.0 million.

- IDeA I FoF

IDeA I Fund of Funds

Registered office: Italy

Sector: Private equity

Website: www.deacapitalaf.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 DeA Capital Alternative 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 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.

According to the latest report available, the IDeA I FoF portfolio was invested in 41 funds with different investment strategies: these funds in turn hold positions, with varying maturities, in 276 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 September 2017, IDeA I FoF had called up 86.0% of its total commitment and had made distributions totalling 82.2% of that commitment.

Other important information:

Below is an analysis of the portfolio, at the date of the latest report available, broken down by year of investment, geographical area, sector and type of underlying fund.

The units in IDeA I FoF were valued at approximately EUR 54.2 million in the Consolidated Financial Statements to 30 September 2017 (EUR 69.0 million at 31 December 2016). The change was due to capital calls of EUR +1.1 million, capital reimbursements of EUR -13.2 million and a decrease in fair value of EUR -2.7 million.

The table below shows the key figures for IDeA I FoF at 30 September 2017.

IDeA I FoF Registered
office
Year of
commitment
Fund Size Subscribed
commitment
% DeA
Capital in
fund
Eur (€)
IDeA I Fund of Funds Italy 2007 681,050,000 173,500,000 25.48
Residual Commitments
Total residual commitment in: Eur 24,312,593

$-$ ICF II

ICFII

Registered office: Italy

Sector: Private equity

Website: www.deacapitalaf.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 DeA Capital Alternative 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 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.

Based on 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 382 companies active in various geographical areas.

At 30 September 2017, ICF II had called up around 73.0% of its total commitment and had made distributions totalling 39.0% of that commitment.

Other important information:

Below is an analysis of the portfolio, at the date of the latest report available, broken down by year of investment, geographical area, sector and type of underlying fund.

The units in ICF II were valued at approximately EUR 41.7 million in the Consolidated Financial Statements to 30 September 2017 (EUR 47.0 million at 31 December 2016). The decrease was due to capital calls of EUR +0.6, capital reimbursements of EUR -5.4 million and a decrease in fair value of EUR -0.5 million.

The table below shows the key figures for ICF II at 30 September 2017.

ICF II Registered
office
Year of
commitment
Fund Size Subscribed
commitment
% DeA
Capital in
fund
Eur (€)
IC F II Italy 2009 281,000,000 51,000,000 18.15
Residual Commitments
Total residual commitment in: Eur 13,802,968

$-$ ICF III

ICF III

Registered office: Italy

Sector: Private equity

Website: www.deacapitalaf.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 DeA Capital Alternative Funds SGR.

The DeA Capital Group has a total commitment of up to EUR 12.5 million in the fund.

Brief description:

ICF III, with total assets of approximately EUR 67 million, intends to invest its assets in units of closed-end private equity funds or in schemes that replicate that financial model, either as the lead investor or with other co-investors.

The fund is divided into three sub-funds:

  • 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 September 2017, ICF III had called up 54.3%, 59.7% and 49.8% in the Core, Credit & Distressed and Emerging Markets segments respectively.

The units in ICF III were valued at a total of EUR 7.3 million in the Consolidated Financial Statements to 30 September 2017 (EUR 6.9 million at 31 December 2016). The increase was due to capital calls of EUR $+0.7$ million and a decrease in fair value of EUR -0.3 million.

The table below shows the key figures for ICF III at 30 September 2017.

ICE III Registered
office
Year of
commitment
Fund Size Subscribed
commitment
% DeA
Capital in
fund
Eur $(\epsilon)$
ICF III Italy 2014 66.950.000 12.500.000 18.67
of which:
Segment Core 34,600,000 1,000,000 2.89
Segment Credit & Distressed 17,300,000 4,000,000 23.12
Segment Emerging Markets 15.050.000 7.500.000 49.83
Residual Commitments
Total residual commitment in: Eur 5,835,768

$-$ IDeA OF I

IDeA Opportunity Fund I

Registered office: Italy

Sector: Private equity

Website: www.deacapitalaf.com

Investment details:

IDeA OF I is a closed-end fund under Italian law for qualified investors, which began operating on 9 May 2008 and is managed by DeA Capital Alternative Funds SGR.

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 September 2017, IDeA OF I had called up 84.8% of the total commitment and distributed 31.5% of that commitment, after making nine investments (of which seven were still in the portfolio at that date).

Significant events

After the end of the period, in October 2017, the fund received a payment of EUR 18.9 million for the sale of its stake in Manutencoop, plus EUR 3.5 million as reimbursement of the existing vendor note with the same company. At the same time. Manutencoop issued a new vendor note of EUR 3.7 million in favour of the fund.

In October 2017, IDeA OF I received EUR 14.3 million from the liquidation of the Lauro Cinguantasette vehicle, the owner of the holding in AMRI, which was sold via a takeover bid launched by the Carlyle and GTCR funds and completed in August 2017. Note that the shares held in AMRI came from the sale to the company of the stake previously held in Euticals. The total consideration for Euticals/AMRI received by the IDeA OF I fund was EUR 20.3 million, taking account of the proceeds already received in 2016 from the sale of Euticals. This equates to a return on investment of 1.8 times.

The units held in IDeA OF I were reported in the Consolidated Financial Statements to 30 September 2017 at EUR 43.7 million, a decrease on the figure at 31 December 2016 (EUR 44.2 million). This was due to the decrease in fair value of EUR 0.5 million.

The table below shows a breakdown of the fund's NAV at 30 September 2017. These figures were fully consolidated in the financial statements of DeA Capital S.p.A..

(EUR million) Industry % share Investment date 100% DeA
Capital
Portfolio investments
Giochi Preziosi Games 4.3% October 8, 2008 5.2 2.4
Manutencoop Facility Management Integrated facility Management 4.7% December 22, 2008 18.9 8.9
Lauro Cinquantasette Active Pharmaceutical Ingredients 8.0% February 10, 2011 14.3 6.7
Iacobucci HF Elec tronics Aircraft furnishing and coffee machines 34.9% September 11, 2012 6.0 2.8
Pegaso Transportation Investments (Talgo) Rail market 2.5% October 8, 2012 15.5 7.3
2IL Orthopaedics LTD (Corin) Orthopedic implants 29.3% October 31, 2012 14.9 7.1
Elemaster Electronic boards with high technological content 10.0% February 27, 2013 8.5 4.0
Total portfolio investments 83.3 39.2
Other long term receivables 8.9 4.2
Other assets (liabilities) (0.6) (0.3)
Cash and cash equivalents 1.3 0.6
Total Net Equity 92.9 43.7

The table below shows the key figures for IDeA OF I at 30 September 2017.

IDeA OF I Registered
office
Year of
commitment
Fund Size Subscribed
commitment
% DeA
Capital in
fund
Eur (€)
IDeA Opportunity Fund I Italy 2008 216,550,000 101,750,000 46.99
Residual Commitments
Total residual commitment in: Eur 15,415,125

- IDeA EESS

IDeA Efficienza Energetica e Sviluppo Sostenibile (IDeA Energy Efficiency and Sustainable Development)

Registered office: Italy

Sector: Private equity

Website: www.deacapitalaf.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 DeA Capital Alternative Funds SGR.

The DeA Capital Group has a total commitment of up to EUR 30.4 million in the fund.

Brief description:

IDeA EESS, which has total assets of EUR 100 million, is a closed-end mutual fund under Italian law for qualified investors, which seeks to acquire minority and controlling shareholdings 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 saving and the efficient use of natural resources. It focuses on the development of solutions that make faster and cheaper use of renewable energy sources without compromising effectiveness in reducing CO2 emissions.

At 30 September 2017, IDeA EESS had called up 77.4% of the total commitment and distributed 37.3% of that commitment, after making nine investments (of which eight were still in the portfolio at that date).

Significant events

In the first nine months of 2017, the fund completed the sale of 928,000 shares of its subsidiary SMRE, generating proceeds, net of the transaction costs, of EUR 4.6 million. After 30 September 2017, IDeA EESS completed the sale of a further 1,850,000 SMRE shares on 12 October 2017, generating additional proceeds of around EUR 9.8 million. Following these sales, which were completed at a total implied multiple of over 7 times, the fund held a stake of 11 12% in SMRF

The units held in IDeA EESS were reported in the Consolidated Financial Statements to 30 September 2017 at approximately EUR 21.0 million, an increase on the figure at 31 December 2016 (EUR 16.9 million). This was due to the pro-rata net profit of EUR $+5.0$ million for the period (mainly associated with the marking to market of the SMRE stock in the portfolio), capital calls of EUR +0.3 million, distributions of EUR -1.1 million and a decrease in fair value of $FUR - 0$ 1 million

The table below shows a breakdown of the fund's NAV at 30 September 2017.

(EUR million) Industry % share Investment date 100% DeA
Capital
Portfolio investments
Domotecnica Heat engineering products 48.0% May 8, 2012 0 0
Elemaster Electronic boards 10.0% February 27, 2013 8.5 2.6
SMRE Industrial machinery for electric mobility and textile sector 19.9% April 23, 2013 25.8 7.8
Zephyro Energy services for complex structures 8.1% December 11, 2013 5.9 1.8
Meta Fin Electronics components for safety systems 21.5% February 13, 2014 6.4 1.9
Baglioni Design / production of compressed air tanks 41.2% February 5, 2015 10.0 3.0
Tecnomeccanica Lighting components for the automotive sector 93.6% October 27, 2016 4.6 1.4
Stalam Radiofrequency equipment for textile and food sector 90.0% November 30, 2016 4.6 1.5
Total portfolio investments 65.8 20.0
Other assets (liabilities) (0.7) (0.2)
Cash and cash equivalents 4.0 1.2
Total Net Equity 69.1 21.0

The table below shows the key figures for IDeA EESS at 30 September 2017.

IDeA EESS Registered
office
Year of
commitment
Fund Size Subscribed
commitment
Capital in
fund
Euro (€)
IDeA Efficienza Energetica e Sviluppo Sostenibile Italy 2011 100,000,000 30,400,000 30.40
Residual Commitments
Total residual commitment in: Eur 6,874,255

- IDeA Tol

IDeA Taste of Italy (Tol)

Registered office: Italy

Sector: Private equity

Website: www.deacapitalaf.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 DeA Capital Alternative Funds SGR.

The DeA Capital Group has a total commitment of up to EUR 25.2 million in the fund.

Brief description:

IDeA ToI, which has total assets of EUR 218.1 million, 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 coinvestors. The fund invests in companies operating in the agricultural foods sector, especially in areas involved in the production and distribution of foodstuffs and in secondary (processed) products or related services.

At 30 September 2017. IDeA ToI had called up 35.7% of its total commitment from subscribers, after making four investments.

Significant events

On 9 January 2017, the fund invested EUR 19.8 million in a 33% stake in Acque Minerali, a manufacturer of Lurisia-branded mineral water and drinks.

On 30 March 2017, the fund invested EUR 17 million in a 35% stake in CDS Lavorazione Materie Plastiche, Italy's leading independent manufacturer of plastic bottle caps.

The units in IDeA Tol were valued at approximately EUR 7.3 million in the Consolidated Financial Statements to 30 September 2017 (EUR 5.2 million at 31 December 2016). The changes during the period were mainly due to capital calls of EUR $+2.5$ million and a EUR -0.4 million decrease in fair value.

The table below shows the key figures for IDeA ToI at 30 September 2017.

Registered
office
Year of
commitment
Fund Size Subscribed
commitment
% DeA
Capital in
fund
Italy 2014 218,100,000 25,200,000 7.56
Fur 16, 212, 232

- IDeA CCR I

IDeA Corporate Credit Recovery I (IDEA CCR I)

Registered office: Italy

Sector: Private equity

Website: www.deacapitalaf.com

Investment details:

IDeA CCR I is a closed-end fund under Italian law, for qualified investors, which began operating on 23 June 2016 and is managed by DeA Capital Alternative Funds SGR.

At 30 September 2017, the DeA Capital Group had a total commitment in the IDeA CCR I fund of up to EUR 7.7 million.

Brief description:

IDeA CCR I is a closed-end mutual fund under Italian law for qualified investors, which aims to help relaunch medium-sized Italian companies that are facing financial difficulties but have solid business fundamentals (Target Companies), sharing the profits between creditors and new investors, by the

  • proactive management of loans to the Target Companies;
  • potential investments to be carried out via debtor-in-possession financing transactions, which means that the new investments have greater seniority than existing financial $debt:$
  • "equity-style" involvement in the management of debtor companies.

The fund is divided into two sub-funds:

  • Crediti (loans) sub-fund, which has acquired loans and financial equity instruments relating to the Target Companies from eight banks for a consideration of approximately EUR 179.1 million, in exchange for the allocation of units of the Crediti sub-fund:
  • Nuova Finanza (new finance) sub-fund, which has obtained commitments for new finance currently totalling up to around EUR 42.8 million, which could be used for the Target Companies or companies with similar characteristics.

At 30 September 2017, the fund had total commitments of EUR 221.8 million. This value reflects the recent resolution to reduce the commitment of the Nuova Finanza sub-fund by EUR 42.5 million, in view of the good performance of the portfolio companies and the resulting lower requirements for the injection of "new finance" to relaunch said companies.

By its very nature, as it was created by means of contributions, the Crediti sub-fund is fully invested: as at 30 September 2017, the Nuova Finanza sub-fund had called up 23.9% of the total commitment.

Significant events

In July 2017, the Crediti sub-fund of IDeA CCR I completed its first exit by selling the loans held in respect of Dynamic Technologies (automotive components) for EUR 14.6 million, which is a recovery rate of 109% of the contribution value.

The units in IDeA CCR I were valued at approximately EUR 1.7 million in the Consolidated Financial Statements to 30 September 2017 (EUR 0.1 million at 31 December 2016). The changes during the period were mainly due to capital calls of EUR 1.7 million.

The table below shows the key figures for the IDeA CCR I fund at 30 September 2017.

IDeA CCR I Registered
office
Year of
commitment
Fund Size Subscribed
commitment
% DeA
Capital in
fund
Euro (€)
IDeA CCR I Italy 2016 221,821,595 7,650,000 3.45
of which:
Segment New Financing 42,750,000 7,575,000 17.72
Segment C redit 179,071,595 75,000 0.04
Residual Commitments
Total residual commitment in: Eur 5,729,906

- Venere

Registered office: Italy

Sector: Private Equity - Real Estate

Website: www.deacapitalre.com

Investment details:

In March 2017, the Group completed the early liquidation of the Atlantic Value Added fund via the distribution in kind of the units held in the Venere fund and of the remaining liquidity.

Thus, at the date of this document, the DeA Capital Group directly owns 9.1% of the Venere fund and has no residual commitments.

Brief description:

The fund, which is managed by the subsidiary DeA Capital Real Estate SGR and has a commitment of around EUR 77 million, comprises real estate of 15 buildings for predominantly residential use, comprising five free-standing buildings and ten property units that were sold separately. The real estate portfolio is located in northern Italy, mainly in Milan, where there are seven buildings representing approximately 70% of the assets by market value.

The units in Venere were valued at approximately EUR 2.8 million in the Consolidated Financial Statements to 30 September 2017 (EUR 3.7 million at 31 December 2016). The changes during the period were mainly due to distributions of EUR -0.9 million in the period.

The table below shows the key figures for the Venere fund at 30 September 2017.

Venere Registered
office
Year of
commitment
Fund Size Subscribed
commitment
% DeA
Capital in
fund
Eur $(\epsilon)$
Venere Italy 2011 77,000,000 7,000,000 9.09
- Residual Commitments
Total residual commitment in:

- Santa Palomba

DeA Capital S.p.A. has subscribed to a total commitment of EUR 1.0 million. The fund, which is managed by the subsidiary DeA Capital Real Estate SGR, builds social housing in the metropolitan area of Rome.

The units in Santa Palomba are valued at approximately EUR 0.4 million in the Consolidated Financial Statements to 30 September 2017 (unchanged on the figure at 31 December 2016).

The table below shows the key figures for the Santa Palomba fund at 30 September 2017.

Santa Palomba Registered
office
Year of
commitment
Fund Size Subscribed
commitment
% DeA
Capital in
fund
Eur (€)
Santa Palomba Italy 2016 82,500,000 1,000,000 1.21
Residual Commitments
Total residual commitment in: Eur 600,000

- Venture capital funds

The units in venture capital funds has total value of approximately EUR 8.8 million in the Financial Statements to 30 September 2017 (EUR 9.5 million at 31 December 2016). The decrease was due to capital distributions of EUR -0.2 million and the decrease in fair value of EUR -0.5 million.

The table below shows the key figures for venture capital funds in the portfolio at 30 September 2017.

Venture Capital Funds Registered office Year of
commitment
Fund Size Subscribed
commitment
% DeA Capital
in fund
Dollars (USD)
Doughty Hanson & C o 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 C ayman Islands 2003 200,000,000 5,000,000 2.50
Pitango Venture C apital III Delaware U.S.A. 2003 417,172,000 5,000,000 1.20
Totale Dollars 21,925,000
Eur (€)
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: Eur 4,225,638

Alternative Asset Management

At 30 September 2017, DeA Capital S.p.A. was the owner of:

  • 100% of DeA Capital Alternative Funds SGR;
  • 64.3% of DeA Capital Real Estate SGR:
  • 80.0% of SPC (which operates in debt recovery);
  • 45.0% of IRE (which operates in project, property and facility management, and real estate brokerage).

- DeA Capital Alternative Funds SGR

Registered office: Italy

Sector: Alternative Asset Management - Private Equity

Website: www.deacapitalaf.com

Investment details:

DeA Capital Alternative Funds SGR operates in the management of private equity funds (funds of funds, co-investment funds and theme funds). At 30 September 2017, the asset management company managed nine closed-end private equity funds, including four funds of funds (IDeA I FoF, ICF II, ICF III and IDeA Crescita Globale, which serves the retail segment), a "direct" coinvestment fund (IDeA OF I), three theme funds (IDeA EESS, which operates in energy efficiency, IDeA ToI, in the agricultural foods sector, and IDeA CCR I, Italy's leading debtor-in-possession financing fund) and, since April 2015, Investitori Associati IV (in liquidation).

The investment programmes of DeA Capital Alternative Funds SGR, which are regulated by the Bank of Italy and Consob, capitalise on the management teams' wealth of experience.

The investment strategies of the funds of funds focus on building diversified portfolios in private equity funds that are 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.

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 energy efficiency and sustainable development.

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 IDeA CCR I fund's objective is to relaunch medium-sized Italian companies that are in financial difficulties but have solid business fundamentals.

The table below summarises the value of assets under management and management fees for DeA Capital Alternative Funds SGR at 30 September 2017.

(EUR million) Asset Under
Management at
30 September
2017
Management
fees at
30 September
2017
DeA Capital Alternative Funds SGR
IDeA I FoF 681 2.3
IDeA OF I 216 1.4
ICF II 281 1.3
IDeA EESS 100 0.9
Idea Crescita Globale 55 1.0
ICF III 67 0.4
IDeA ToI 218 3.3
Investitori Associati IV 54 0.5
IDeA CCR I 222 1.8
Total DeA Capital Alternative Funds SGR 1,894 12.9

With regard to operating performance, the company recorded a year-on-year decrease in assets under management in the first nine months of 2017, due mainly to the reduced commitment in the Nuova Finanza sub-fund of IDeA CCR I (as described above). In terms of economic performance, a comparison of all the main indicators is affected by one-off receipts recorded in 2016 to realign the management fees earned on additional closings of IDeA ToI and the lower fees recognised in 2017 on funds undergoing disposal.

DeA Capital Alternative Funds SGR (EUR million) First nine months of
2017
First nine months of
2016
AUM 1,984 1,939
Management fees 12.9 15.1
EBITDA 3.1 3.1
Net profit 2.0 2.8

(*) 2016 data adjusted to account for MBO accrual (-1.3 Eur million and -0.9 EUR million respectively in EBITDA and Net profit)

DeA Capital Real Estate SGR

Registered office: Italy Sector: Alternative Asset Management - Real Estate Website: www.deacapitalre.com

Investment details:

DeA Capital Real Estate SGR is the largest independent real estate asset management company in Italy, with around EUR 9.7 billion in assets under management and 44 managed funds (including five listed funds). This makes it a benchmark operator for Italian and international institutional investors in the promotion, creation and management of mutual real estate investment funds.

DeA Capital Real Estate SGR undertakes three main lines of business:

  • the development of mutual real estate investment funds designed for institutional $\bullet$ clients and private investors;
  • the promotion of innovative real estate financial instruments:
  • the professional management (technical, administrative and financial) of real estate funds.

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, although 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 DeA Capital Real Estate SGR at 30 September 2017:

(EUR million) Asset Under
Management at
30 September
2017
Management
fees at
30 September
2017
Breakdown of funds
Atlantic 1 538 1.3
Atlantic 2 Berenice 95 0.5
Alpha 337 3.1
Beta 45 0.2
Delta 189 1.8
Listed funds 1,204 6.9
Reserved funds 8,448 23.8
Total DeA Capital Real Estate SGR 9,652 30.7

Some of the key financials of the listed funds in the asset management portfolio 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, i.e. Atlantic 1, Atlantic 2, Alpha, Beta and Delta (in EUR).

Atlantic 1 30.6.2017
Market value of properties 509,470,000
Historical cost and capitalised
charges 536,371,932
Financing 253,802,235
Net Asset Value (NAV) 268, 145, 747
NAV/unit (EUR) 514.2
Market price/unit (EUR) 218.4
Dividend yield from investment* 4.99%

* Ratio of income per unit to annual average nominal value per unit

Atlantic 1: Diversification by geographical area

Atlantic 2 - Berenice 30.6.2017
Market value of properties 140,520,000
Historical cost and capitalised charges 192,626,036
Financing 60,000,000
Net Asset Value (NAV) 72,372,613
NAV/unit (EUR) 120.6
Market price/unit (EUR) 68
Dividend yield from investment* 8.43%

* Ratio of income per unit to annual average nominal value per unit

Atlantic 2: Diversification by geographical area

Alpha 30.6.20
Market va
alue of prop
perties
295,950,0
000
Historical
cost and c
apitalised c
charges
307,631,3
385
Financing 2,122,52
27
Net Asset
t Value (NA
V)
320,059,9
989
NAV/unit
(EUR)
3,081.2
2
Market pr
rice/unit (E
UR)
1,315
Dividend y
yield from
investment
t*
4.65%
%

Alpha: D Diversificatio on by intende ed use

Alpha 30.6.20
17
Market va
alue of prop
perties
295,950,0
Historical
cost and c
apitalised c
charges
307,631,3
Financing 2,122,52
27
Net Asset
t Value (NA
V)
320,059,9
NAV/unit
(EUR)
3,081.2
2
Market pr
rice/unit (E
UR)
1,315
Dividend y
yield from
investment
t*
4.65%
%
* Ratio of inc
come per unit
t to annual ave
erage nomina
al value per un
nit
Alpha:
Diversificat
tion by geog
raphical area
a
Beta 3
30.6.2017
7
Market va
alue of prop
perties
3
33,163,000
0
Historical
cost and c
apitalised
charges 7
71,618,116
6
Net Asset
t Value (NA
V)
2
27,419,604
4
NAV/unit
(EUR)
102.1
Market pr
rice/unit (E
UR)
95.5
Dividend y
yield from
investment
t*
7.79%
* Ratio of inc
come per unit
t to annual ave
erage nomina
Beta:
Diversificati
on by geogr
raphical area
al value per un
nit
a
Delta 30.6.2017
Market value of properties 173,515,000
Historical cost and capitalised charges 256,594,628
Net Asset Value (NAV) 180,896,179
NAV/unit (EUR) 85.9
Market price/unit (EUR) 70.0
Dividend yield from investment* n.a.

* No distribution from investment

Delta: Diversification by geographical area

With regard to operating performance, in the first nine months of 2017, the Company continued along the path of asset growth, started in the previous year, with the launch of four new funds (including the "Broggi" fund) and the second phase of the "Trophy Value Added" fund, with total receipts of EUR 1.1 billion. This growth enabled the Company to offset the concomitant squeeze in management fees and to keep the level of revenues achieved in the year-earlier period broadly unchanged.

Net profit attributable to shareholders (EUR 6.3 million, of which EUR 4.1 million is the DeA Capital Group's portion) improved on the same period in 2016; this was due to the higher oneoff costs (in particular, write-downs of units in some portfolio funds) that affected last year's figure.

Note also that the total net result includes the write-downs of financial equity instruments (strumenti finanziari partecipativi, or SFP), which had a net effect of EUR -6.1 million (DeA Capital portion equal to EUR -2.1 million).

DeA Capital Real Estate SGR (EUR million) First nine months of
2017
First nine months of
2016
AUM 9,652 8,000
Management fees 30.7 30.3
EBITDA 11.5 11.5
Net profit 0.2 3.9
-of which:
- Shareholders 6.3 4.2
- Owners of financial equity instruments (6.1) (0.3)

Registered office: Italy Sector: Debt recovery Website: www.spc-spa.com

Investment details:

SPC Credit Management has been operating for over 15 years in restructuring, outsourced management and the enhancement of non-performing loans.

Over the years, the company has developed specific expertise, namely:

  • debt recovery actions in and out of court (with a strong performance in out-of-court resolutions of non-performing loans);
  • advisory services via the valuation and clustering of credit portfolios and the identification of strategic solutions to enhance the value of these:
  • due diligence and asset quality reviews of NPL portfolio acquisitions.

With specific regard to debt recovery, the company has acquired the expertise to monitor the entire range of non-performing loans, namely:

  • banking (current accounts, mortgages and personal loans);
  • leasing (terminated or active agreements; remaining leased properties post-sale of nonperforming portfolio);
  • consumer (consumer credit, salary-backed loans, credit cards);
  • commercial (outstanding invoices);

with a focus on secured loans.

During the first nine months of 2017, SPC launched a reorganisation of operating procedures under the leadership of a new management team, which led, inter alia, to a more prudent valuation of prospective income flows. This had a one-off effect of EUR -2.9 million (of which EUR -2.4 million related to goodwill impairment) on the Group's Income Statement, which should be added to the pro-rata portion of the net result for the period (Group's portion: EUR - $0.3$ million).

SPC (EUR million) First nine months of
2017
IAUM 352
Revenues 0.6
Net profit (0.3)

- Innovation Real Estate

i re
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:
المنتجر بالمتماعية والمريمات المتسامية والمستحقق والمستحدث والمستحقق والمستنقص والمتسالم والمتعالية والمستحدث
  • project & construction management (property planning, development and refurbishment);
  • property management (administrative and legal management of properties);
  • facility & building management (services connected with buildings and related maintenance):
  • due diligence (technical and environmental due diligence, town-planning reqularisation 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, with the remainder split between commercial, tourist, logistics & industrial, and residential property.

The investment in IRE (45%), which is classified under "Investments in associates", was recorded at EUR 5.1 million in the Consolidated Financial Statements to 30 September 2017.

With regard to operating performance, in the first nine months of 2017, the company recorded revenues for real estate services of EUR 9.3 million, a fall of EUR 1.5 million on the same period in 2016 (of which approximately EUR -1.1 million was due to one-off receipts reflected in the 2016 figure).

Innovation Real Estate (EUR million) 2017 First nine months of First nine months of
2016
Revenues 9.3 10.8
IEBITDA 1.1 3.1
Net profit 1.8 2.6

Consolidated Income Statement

The Group reported a net profit of approximately EUR 4.9 million for the first nine months of 2017, compared with a net profit of EUR 9.8 million in the same period of 2016.

Revenues and other income break down as follows:

  • fees of EUR 42.2 million for the Alternative Asset Management business (EUR 43.9 million in the same period of 2016);
  • income from investments valued at equity of EUR 5.5 million, linked to the performance of the EESS fund;
  • other investment income, net of expenses, totalling EUR 5.6 million (EUR 6.1 million in the same period of 2016); this was mainly due to the effects of exercising the put option on a 9.75% stake in Migros (EUR 3.8 million) and the performance of the investments held by IDeA OF I;
  • service and other revenues of EUR 0.7 million (EUR 8.4 million recorded in 2016), which were lower due to the deconsolidation of IRE from June 2016.

In the first nine months of 2017, costs totalled EUR 49.6 million, compared with EUR 44.3 million in the same period of 2016.

Costs in the first nine months of 2017 break down into EUR 43.8 million relating to Alternative Asset Management, EUR 1.7 million to Private Equity Investment and EUR 4.1 million to holding company activities. Alternative Asset Management costs include the effects of amortisation and write-downs of intangible assets, totalling EUR -9.2 million, recorded when a portion of the purchase price of the investment in DeA Capital Real Estate SGR was allocated.

Net financial expenses totalled EUR -0.1 million at 30 June 2017 (compared with expenses of EUR -1.6 million in the year-earlier period).

The tax impact for the first nine months of 2017, totalling EUR -1.3 million (EUR -1.1 million in the first nine months of 2016), is the sum of taxes due in respect of Alternative Asset Management activities (EUR -1.1 million, versus EUR -5.0 million in the same period of 2016) and holding company activities (EUR -0.1 million, versus tax credits of EUR +3.9 million in the first nine months of 2016). Alternative Asset Management taxes include the positive tax effect of amortisation and write-downs of intangible assets, totalling EUR 2.4 million, recorded when a portion of the purchase price of the investment in DeA Capital Real Estate SGR was allocated.

Consolidated net profit of EUR +3.0 million breaks down as follows: EUR +8.9 million attributable to Private Equity Investment, EUR -0.6 million to Alternative Asset Management and EUR -5.3 million to holding company operations/eliminations.

The Group's net profit of EUR +4.9 million comprises: EUR +8.9 million attributable to Private Equity Investment, EUR +1.3 million to Alternative Asset Management and EUR -5.3 million to holding company operations/eliminations.

Summary Consolidated Income Statement

Third First nine Third First nine
Quarter months of Quarter months of
(EUR thousand) 2017 2017 2016 2016
Alternative Asset Management fees 14,501 42,175 15,477 43,938
Income (loss) from equity investments 134 5,458 547 444
Other investment income/expense (1,574) 5,640 8,077 6,148
Income from services 330 543 810 8,302
Other income 33 169 53 120
Other expenses (*) (14,290) (49,586) (11,973) (44,281)
Financial income and expenses 56 (70) (329) (1,592)
PROFIT/(LOSS) BEFORE TAX (810) 4,329 12,662 13,079
Income tax (1,741) (1,301) (222) (1,111)
PROFIT/(LOSS) FOR THE PERIOD FROM CONTINUING OPERATIONS (2,552) 3,028 12,440 11,968
Profit (Loss) from discontinued operations/held-for-sale assets 0 0 0 0
PROFIT/(LOSS) FOR THE PERIOD (2,552) 3,028 12,440 11,968
- Group share (1,289) 4,947 7,945 9,849
- Non controlling interests (1,263) (1,919) 4,495 2,119
Earnings per share, basic (€) 0.019 0.038
Earnings per share, diluted (€) 0.019 0.038

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

Performance by business in the first nine months of 2017

(EUR thousand) Private Equity
Investment
Alternative
Asset
Management
Holdings/
Eliminations
Consolidated
Alternative Asset Management fees 0 43,586 (1,411) 42,175
Income (loss) from equity investments 4,998 460 0 5,458
Other investment income/expense 5,758 (118) 0 5,640
Income from services 0 374 338 712
Other expenses (1,700) (43,789) (4,097) (49,586)
Financial income and expenses (156) 21 65 (70)
PROFIT/(LOSS) BEFORE TAXES 8,900 534 (5,105) 4,329
Income tax 0 (1,157) (144) (1,301)
PROFIT/(LOSS) FOR THE PERIOD FROM CONTINUING OPERATIONS 8,900 (623) (5,249) 3,028
Profit (Loss) from discontinued operations/held-for-sale assets 0 0 0 0
PROFIT/(LOSS) FOR THE PERIOD 8,900 (623) (5,249) 3,028
- Group share 8,944 1,252 (5,249) 4,947
- Non controlling interests (44) (1,875) 0 (1,919)

Performance by business in the first nine months of 2016

Alternative
Private Equity Asset Holdings/
(EUR thousand) Investment Management Eliminations Consolidated
Alternative Asset Management fees 0 45,369 (1,431) 43,938
Income (loss) from equity investments (56) 500 0 444
Other investment income/expense 4,891 1,257 0 6,148
Income from services 0 8,100 322 8,422
Other expenses (1,541) (39,109) (3,631) (44,281)
Financial income and expenses (1,664) 47 25 (1,592)
PROFIT/(LOSS) BEFORE TAXES 1,630 16,164 (4,715) 13,079
Income tax 0 (5,012) 3,901 (1,111)
PROFIT/(LOSS) FOR THE PERIOD FROM CONTINUING OPERATIONS 1,630 11,152 (814) 11,968
Profit (Loss) from discontinued operations/held-for-sale assets 0 0 0 0
PROFIT/(LOSS) FOR THE PERIOD 1,630 11,152 (814) 11,968
- Group share 671 9,992 (814) 9,849
- Non controlling interests 959 1,160 0 2,119

Consolidated 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, shows a net positive balance of approximately EUR +9.7 million (compared with EUR +18.0 million in the same period of 2016). This comprised:

  • net profit of EUR +4.9 million recorded on the Income Statement;
  • profits posted directly to shareholders' equity totalling EUR +4.8 million (due mainly to the increase in the fair value of Migros).
(EUR thousand) First nine
months of
2017
First nine
months of
2016
Profit/(loss) for the period (A) 3,028 11,968
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
4,812
128
9,809
111
Other comprehensive income, net of tax (B) 4,940 9,920
Total comprehensive income for the period (A)+(B) 7,967 21,888
Total comprehensive income attributable to:
- Group Share
- Non Controlling Interests
9,737
(1,770)
18,015
3,873

Consolidated statement of financial position

Below is the Group's Statement of Financial Position at 30 September 2017, compared with 31 December 2016.

ASSETS
Non-current assets
Intangible and tangible assets
Goodwill
127,923
129,399
Intangible assets
23,832
27,184
Property, plant and equipment
1,621
2,145
Total intangible and tangible assets
153,376
158,728
Investments
Investments valued at equity
34,638
33,449
Investments held by Funds
83,240
84,084
- available for sale investments
46,858
47,845
- invest. in associates and JV valued at FV through P&L
36,382
36,239
Other available-for-sale companies
68,558
67,166
Available-for-sale funds
167,761
182,787
Other avalaible-for-sale financial assets
22
22
Total Investments
354,219
367,508
Other non-current assets
Deferred tax assets
1,967
1,992
Loans and receivables
524
960
Tax receivables from Parent companies
-
-
Other non-current assets
23,286
30,147
Total other non-current assets
25,777
33,099
Total non-current assets
533,372
559,335
Current assets
Trade receivables
15,451
11,191
Available-for-sale financial assets
4,252
4,242
Financial receivables
577
2,715
Tax receivables from Parent companies
782
2,282
Other tax receivables
10,339
9,190
Other receivables
2,368
3,976
Cash and cash equivalents
92,187
96,438
Total current assets
125,956
130,034
Total current assets
125,956
130,034
Held-for-sale assets
11,487
11,487
TOTAL ASSETS
670,815
700,856
SHAREHOLDERS' EQUITY AND LIABILITIES
SHAREHOLDERS' EQUITY
Net equity Group
502,284
529,203
Minority interests
128,229
131,844
Shareholders' equity
630,513
661,047
LIABILITIES
Non-current liabilities
Deferred tax liabilities
8,484
8,588
Provisions for employee termination benefits
4,000
4,016
Long term financial loans
0
19
Payables to staff
207
207
Total non-current liabilities
12,691
12,830
Current liabilities
Trade payables
6,190
6,019
Payables to staff and social security organisations
6,558
7,033
Current tax
1,382
2,941
Other tax payables
395
1,429
Other payables
12,844
8,335
Short term financial loans
242
1,222
Total current liabilities
27,611
26,979
Held-for-sale liabilities
-
-
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES
670,815
700,856
(EUR thousand) 30 September
2017
31 December
2016

At 30 September 2017, Group Consolidated Shareholders' Equity totalled EUR 502.3 million, compared with EUR 529.2 million at 31 December 2016.

The decrease of EUR -26.9 million in Group Shareholders' Equity in the first nine months of 2017 was mainly due to the extraordinary dividend paid (EUR -31.2 million), the effects of changes in treasury shares (totalling EUR -6.7 million), and the reasons set out in the Statement of Performance -IAS 1 (EUR 9.7 million).

Consolidated net financial position

At 30 September 2017, the consolidated net financial position was positive at EUR 97.3 million, as shown in the table below, which provides a comparison with 31 December 2016:

Net financial position
(EUR million)
30.9.2017 31.12.2016 Change
Cash and cash equivalents 92.2 96.4 (4.2)
Available-for-sale financial assets 4.2 4.2 0.0
Financial receivables 1.1 3.7 (2.6)
Non-current financial liabilities 0.0 0.0 0.0
Current financial liabilities (0.2) (1.2) 1.0
TOTAL 97.3 103.1 (5.8)
of which:
- Holdings 67.7 79.7 (12.0)
- DeA Capital Alternative Funds SGR 10.3 11.0 (0.7)
- DeA Capital Real Estate SGR 16.6 12.6 4.0
- Other 2.7 (0.2) 2.9

The change in the Consolidated Net Financial Position in the first nine months of 2017 (EUR - 5.8 million) was mainly due to the holding companies (EUR -12.0 million). The change recorded by the latter was mainly due to the distribution of the extraordinary dividend by DeA Capital S.p.A. (EUR -31.2 million), changes in own shares (EUR -6.7 million) and the net cash generated by private equity investments (EUR +24.1 million).

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 to 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.

6. Other information

Transactions with parent companies, subsidiaries and related parties

Transactions with related parties, including intercompany transactions, are typical, usual transactions that are part of the normal business activities of Group companies. Such transactions are concluded under standard market terms for the types of goods and/or services offered.

Other information

At 30 September 2017, the Group had 193 employees (186 at the end of 2016), including 32 senior managers, 63 middle managers and 98 clerical staff. Of these, 173 worked in Alternative Asset Management and 20 in Private Equity Investment/holding companies. 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 material importance in the consolidated financial statements, it should be 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.

Consolidated Financial Statements and Notes to the Accounts for the period 1 January to 30 September 2017

Consolidated Statement of Financial Position

(EUR thousand) 30 September
2017
31 December
2016
ASSETS
Non-current assets
Intangible and tangible assets
Goodwill 127,923 129,399
Intangible assets 23,832 27,184
Property, plant and equipment 1,621 2,145
Total intangible and tangible assets 153,376 158,728
Investments
Investments valued at equity
Investments held by Funds
34,638
83,240
33,449
84,084
- available for sale investments 46,858 47,845
- invest. in associates and JV valued at FV through P&L 36,382 36,239
Other available-for-sale companies 68,558 67,166
Available-for-sale funds 167,761 182,787
Other avalaible-for-sale financial assets 22 22
Total Investments 354,219 367,508
Other non-current assets
Deferred tax assets 1,967 1,992
Loans and receivables 524 960
Tax receivables from Parent companies - -
Other non-current assets 23,286 30,147
Total other non-current assets
Total non-current assets
25,777
533,372
33,099
559,335
Current assets
Trade receivables 15,451 11,191
Available-for-sale financial assets 4,252 4,242
Financial receivables 577 2,715
Tax receivables from Parent companies 782 2,282
Other tax receivables 10,339 9,190
Other receivables 2,368 3,976
Cash and cash equivalents
Total current assets
92,187
125,956
96,438
130,034
Total current assets 125,956 130,034
Held-for-sale assets 11,487 11,487
TOTAL ASSETS 670,815 700,856
SHAREHOLDERS' EQUITY AND LIABILITIES
SHAREHOLDERS' EQUITY
Net equity Group 502,284 529,203
Minority interests 128,229 131,844
Shareholders' equity 630,513 661,047
LIABILITIES
Non-current liabilities
Deferred tax liabilities
Provisions for employee termination benefits
8,484
4,000
8,588
4,016
Long term financial loans 0 19
Payables to staff 207 207
Total non-current liabilities 12,691 12,830
Current liabilities
Trade payables 6,190 6,019
Payables to staff and social security organisations 6,558 7,033
Current tax 1,382 2,941
Other tax payables 395 1,429
Other payables 12,844 8,335
Short term financial loans 242 1,222
Total current liabilities 27,611 26,979
Held-for-sale liabilities - -
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 670,815 700,856

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

Third First nine Third First nine
(EUR thousand) Quarter
2017
months of
2017
Quarter
2016
months of
2016
Alternative Asset Management fees 14,501 42,175 15,477 43,938
Income from equity investments 134 5,458 547 444
Other investment income/expense (1,574) 5,640 8,077 6,148
Income from services 330 543 810 8,302
Other income 33 169 53 120
Personnel costs (7,250) (22,002) (5,586) (21,870)
Service costs (3,631) (12,638) (4,182) (15,479)
Depreciation, amortization and impairment (664) (6,691) (1,514) (4,607)
Other expenses (2,745) (8,255) (691) (2,325)
Financial income 110 434 152 674
Financial expenses (54) (504) (481) (2,266)
PROFIT/(LOSS) BEFORE TAX (810) 4,329 12,662 13,079
Income tax (1,741) (1,301) (222) (1,111)
PROFIT/(LOSS) FOR THE PERIOD FROM CONTINUING OPERATIONS (2,552) 3,028 12,440 11,968
Profit (Loss) from discontinued operations/held-for-sale assets 0 0 0 0
PROFIT/(LOSS) FOR THE PERIOD (2,552) 3,028 12,440 11,968
- Group share (1,289) 4,947 7,945 9,849
- Non controlling interests (1,263) (1,919) 4,495 2,119
Earnings per share, basic (€) 0.019 0.038
Earnings per share, diluted (€) 0.019 0.038

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.

Performance by business in the first nine months of 2017

(EUR thousand) Private Equity
Investment
Alternative
Asset
Management
Holdings/
Eliminations
Consolidated
Alternative Asset Management fees 0 43,586 (1,411) 42,175
Income (loss) from equity investments 4,998 460 0 5,458
Other investment income/expense 5,758 (118) 0 5,640
Income from services 0 374 338 712
Other expenses (1,700) (43,789) (4,097) (49,586)
Financial income and expenses (156) 21 65 (70)
PROFIT/(LOSS) BEFORE TAXES 8,900 534 (5,105) 4,329
Income tax 0 (1,157) (144) (1,301)
PROFIT/(LOSS) FOR THE PERIOD FROM CONTINUING OPERATIONS 8,900 (623) (5,249) 3,028
Profit (Loss) from discontinued operations/held-for-sale assets 0 0 0 0
PROFIT/(LOSS) FOR THE PERIOD 8,900 (623) (5,249) 3,028
- Group share 8,944 1,252 (5,249) 4,947
- Non controlling interests (44) (1,875) 0 (1,919)

Performance by business in the first nine months of 2016

Alternative
Private Equity Asset Holdings/
(EUR thousand) Investment Management Eliminations Consolidated
Alternative Asset Management fees 0 45,369 (1,431) 43,938
Income (loss) from equity investments (56) 500 0 444
Other investment income/expense 4,891 1,257 0 6,148
Income from services 0 8,100 322 8,422
Other expenses (1,541) (39,109) (3,631) (44,281)
Financial income and expenses (1,664) 47 25 (1,592)
PROFIT/(LOSS) BEFORE TAXES 1,630 16,164 (4,715) 13,079
Income tax 0 (5,012) 3,901 (1,111)
PROFIT/(LOSS) FOR THE PERIOD FROM CONTINUING OPERATIONS 1,630 11,152 (814) 11,968
Profit (Loss) from discontinued operations/held-for-sale assets 0 0 0 0
PROFIT/(LOSS) FOR THE PERIOD 1,630 11,152 (814) 11,968
- Group share 671 9,992 (814) 9,849
- Non controlling interests 959 1,160 0 2,119

Consolidated Statement of Comprehensive Income (Statement of Performance – IAS 1)

(Euro thousands) First nine
months of
2017
First nine
months of
2016
Profit/(loss) for the period (A) 3,028 11,968
Comprehensive income/expense which might be subsequently
reclassified within the profit (loss) for the period
Gains/(Losses) on fair value of available-for-sale financial
4,812 9,809
assets 4,812 9,809
Share of other comprehensive income of associates 0 0
Comprehensive income/expense which will not be
subsequently reclassified within the profit (loss) for the period
128 111
Gains/(losses) on remeasurement of defined benefit plans 128 111
Other comprehensive income, net of tax (B) 4,940 9,920
Total comprehensive income for the period (A)+(B) 7,967 21,888
Total comprehensive income attributable to:
- Group Share 9,737 18,015
- Non Controlling Interests (1,770) 3,873

Consolidated Cash Flow Statement – Direct Method

First nine months of First nine months of
(EUR thousand) 2017 2016
CASH FLOW from operating activities
Investments in funds and shareholdings (14,641) (17,071)
Capital reimbursements from funds 23,031 11,496
Proceeds from the sale of investments 18,533 16,752
Interest received 93 229
Interest paid (19) (26)
Cash distribution from investments 1,580 49
Realized gains (losses) on exchange rate derivatives (3) (1)
Taxes paid 589 (161)
Dividends received 607 1,500
Management and performance fees received 36,532 41,280
Revenues for services 975 12,123
Operating expenses (33,984) (43,901)
Net cash flow from operating activities 33,294 22,269
CASH FLOW from investment activities
Acquisition of property, plant and equipment (19) (46)
Sale of property, plant and equipment 1 70
Purchase of licenses (459) (228)
Net cash flow from investing activities (477) (204)
CASH FLOW from investing activities
Acquisition of financial assets (6) (1,939)
Sale of financial assets 0 4,503
Share capital issued 500 2,369
Share capital issued: stock option plan 276 0
Own shares acquired (6,971) (3,327)
Dividends paid (32,963) (33,492)
Loan 2,096 938
Net cash flow from financing activities (37,068) (30,948)
CHANGE IN CASH AND CASH EQUIVALENTS (4,251) (8,883)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 96,438 123,468
Cash and cash equivalents relating to held-for-sale assets 0 0
Cash and cash equivalents at beginning of period 96,438 123,468
Effect of change in basis of consolidation: cash and cash equivalents 0 (8,520)
CASH AND CASH EQUIVALENTS AT END OF PERIOD 92,187 106,065
Held-for-sale assets and minority interests 0 0
CASH AND CASH EQUIVALENTS AT END OF PERIOD 92,187 106,065

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
Treasury share
reserve, capital
reserve, retained
earnings
Fair value
Reserve
Profit (loss) for
the Group
Total Group Non
controlling
interests
Consolidated
net equity
Total at 31 December 2015 263,923 179,815 62,178 41,072 546,988 138,172 685,160
Allocation of previous year's net result 0 41,072 0 (41,072) 0 0 0
Cost of stock options 0 437 0 0 437 0 437
Purchase of own shares (2,775) (552) 0 0 (3,327) 0 (3,327)
Treasury shares delivered to the incentive plans 463 (111) 0 0 352 0 352
Dividends distributed 0 (31,557) 0 0 (31,557) 0 (31,557)
Other changes 0 (66) 0 0 (66) (5,972) (6,038)
Total comprehensive income 0 0 8,166 9,849 18,015 3,873 21,888
Total at 30 September 2016 261,611 189,038 70,344 9,849 530,842 136,073 666,915
(EUR thousand) Share
Capital
Treasury share
reserve, capital
reserve, retained
earnings
Fair value
Reserve
Profit (loss) for
the Group
Total Group Non
controlling
interests
Consolidated
net equity
Total at 31 December 2016 261,207 187,727 67,842 12,427 529,203 131,844 661,047
Allocation of previous year's net result 0 12,427 0 (12,427) 0 0 0
Cost of stock options 0 911 0 0 911 0 911
Purchase of own shares (5,210) (1,761) 0 0 (6,971) 0 (6,971)
Treasury shares delivered to the incentive plans 481 (205) 0 0 276 0 276
Dividends distributed 0 (31,157) 0 0 (31,157) (1,808) (32,965)
Other changes 0 284 0 0 284 (37) 247
Total comprehensive income 0 0 4,791 4,947 9,738 (1,770) 7,968
Total at 30 September 2017 256,478 168,226 72,633 4,947 502,284 128,229 630,513

Structure and content of the Consolidated Interim Financial Statements to 30 September 2017

The Consolidated Interim Financial Statements to 30 September 2017 (hereinafter the "Consolidated Financial Statements") comprise the document stipulated by art. 2.2.3 of the Stock Market Regulations (FTSE Italia STAR segment). Information regarding the Company's operating performance and financial position is prepared in accordance with the valuation and measurement criteria set out by the International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board (IASB) and adopted by the European Commission pursuant to the procedures set out at art. 6 of Regulation (EC) no. 1606/2002 of the European Parliament and Council of 19 July 2002. The accounting standards used in the Consolidated Financial Statements do not differ significantly from those used in the Financial Statements to 31 December 2016 and in the Half-Year Report to 30 June 2017.

The Consolidated Financial Statements comprise the following consolidated accounts – the Statement of Financial Position, the Income Statement, the Cash Flow Statement, the Statement of Changes in Shareholders' Equity and the Statement of Comprehensive Income (IAS 1) – and these Notes to the Accounts; they are also accompanied by the Interim Report on Operations and the Statement of Responsibilities for the Interim Management Report.

The consolidated accounts in the Consolidated Financial Statements have not been audited by the Independent Auditors.

Financial information is discussed with reference to the first nine months of 2017 and the same period in 2016; information on the Statement of Financial Position relates to 30 September 2017 and 31 December 2016. The Consolidated Financial Statements are provided in the same format as those for 31 December 2016.

As allowed by IAS/IFRS, the preparation of the Consolidated Financial Statements required the use of significant estimates by the Company's management, especially with regard to the valuations of the investment portfolio (equity investments and funds). These valuations were calculated by directors based on their best judgement and estimation using the knowledge and evidence available at the time the Consolidated Financial Statements were prepared. However, due to objective difficulties in making assessments and the lack of a liquid market, the values assigned to such assets could differ, perhaps and in some cases significantly, from those that could be obtained when the assets are sold.

In accordance with the provisions of IAS/IFRS and current laws, the Company authorised the publication of the Interim Management Report by the legal deadline.

Scope of consolidation

At 30 September 2017, the following companies formed part of the DeA Capital Group's scope of consolidation:

Company Registered office Currency Share capital % holding Consolidation method
DeA Capital S.p.A. Milan, Italy Euro 306,612,100 Holding
DeA Capital Alternative Funds SGR S.p.A. (*) Milan, Italy Euro 1,200,000 100.00% Full consolidation
IDeA OF I Milan, Italy Euro - 46.99% Full consolidation
DeA Capital Partecipazioni S.p.A. (#) Milan, Italy Euro 600,000 100.00% Full consolidation
DeA Capital Real Estate SGR S.p.A. (°) Rome, Italy Euro 16,757,557 64.30% Full consolidation
SPC S.p.A. Milan, Italy Euro 208,950 80.00% Full consolidation
Innovation Real Estate Group Milan, Italy Euro 597,725 45.00% Equity accounted
IDeA Efficienza Energetica e Sviluppo Sostenibile Milan, Italy Euro - 30.40% Equity accounted
Venere Rome, Italy Euro - 27.27% Equity accounted

(*) Previously IDeA Capital Funds SGR S.p.A., name change effective October 5, 2017

(#) Previously DeA Capital Real Estate S.p.A., name change effective October 6, 2017

(°) Previously IDeA FIMIT SGR S.p.A., name change effective October 5, 2017

Notes to the Consolidated Statement of Financial Position

NON-CURRENT ASSETS

Non-current assets totalled approximately EUR 533.4 million at 30 September 2017, compared with EUR 559.3 million at 31 December 2016.

Intangible assets and property, plant and equipment

This item includes goodwill (EUR 127.9 million), other intangible assets (EUR 23.8 million) and property, plant and equipment (EUR 1.6 million).

Goodwill, which amounted to EUR 127.9 million at 30 September 2017, relates to the acquisitions of assets included in the Alternative Asset Management business.

Intangible assets mainly relate to customer contracts, which arise from the allocation of the merger costs for the acquisition of FIMIT SGR.

Investments in associates

This item, which amounted to EUR 34.6 million at 30 September 2017 (compared with EUR 33.4 million at 31 December 2016), relates to units in the IDeA EESS and Venere funds and to the investment in IRE.

The table below provides details of investments in associates at 30 September 2017 by business segment.

(EUR million) Private Equity
Investment
Alternative
Asset
Management
Total
IDeA EESS fund 21.0 0.0 21.0
Venere fund 2.8 5.7 8.5
IRE group 0.0 5.1 5.1
Total 23.8 10.8 34.6

Shareholdings held by funds

At 30 September 2017, the DeA Capital Group was a minority shareholder, through the IDeA OF I fund, in Giochi Preziosi, Manutencoop, Lauro Cinquantasette (Euticals/AMRI), Elemaster, Iacobucci, Talgo and Corin. This item, which totalled EUR 83 million at 30 September 2017 (EUR 84.1 million at 31 December 2016), relates to the assets set out below:

(EUR million) 30.9.2017
Investments in Portfolio
Giochi Preziosi 5.2
Manutencoop Facility Management 18.9
Lauro Cinquantasette (Euticals) 14.3
Elemaster 8.5
Investments available for sale 46.9
Iacobucci HF Electronics 6.0
Pegaso Transportation Investments (Talgo) 15.5
2IL Orthopaedics LTD (Corin) 14.9
Investments in associates and JV valued at FV through P&L 36.4
Total investments in Portfolio 83.3

Available-for-sale investments in other companies

At 30 September 2017, the DeA Capital Group was a shareholder with minority interests in Kenan Investments (holder of a stake in Migros), Crescita and Harvip.

The stake in Kenan Investments (indirectly corresponding to approximately 5.2% of Migros' capital, i.e. 30.5% of Migros' capital via the Group's investment in Kenan Investments) is recorded in the Consolidated Financial Statements to 30 September 2017 at EUR 60.0 million (compared with EUR 66.9 million at 31 December 2016). The decrease (EUR -6.9 million) on the figure at 31 December 2016 is due to a combination of:

  • - net proceeds (EUR 17.8 million) realised on 1 June 2017 following the exercise of the put option on the 9.75% stake in Migros;
  • - an increase in fair value (EUR +10.9 million) due to the combined effect of the rise in the price per share (TRY 25.74 per share at 30 September 2017, versus TRY 17.58 per share at 31 December 2016) and the devaluation of the Turkish lira against the euro (4.21 TRY/EUR at 30 September 2017, versus 3.72 TRY/EUR at 31 December 2016).

The investment in Crescita SPAC is recorded in the Consolidated Financial Statements to 30 September 2017 at EUR 8.3 million, with an increase in fair value of EUR +0.5 million compared with the initial investment of EUR 7.8 million.

The table below provides details of equity investments in other companies at 30 September 2017 by area of activity.

(EUR million) Private Equity
Investment
Alternative
Asset
Management
Total
Kenan Investments 60.0 0.0 60.0
Crescita 8.3 0.0 8.3
Minority interests 0.3 0.0 0.3
Total 68.6 0.0 68.6

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 ToI and IDeA CCR I with two sub-funds), six venture capital funds and 13 real estate funds, totalling approximately EUR 167.8 million in the Consolidated Financial Statements to 30 September 2017, compared with EUR 182.8 million at the end of 2016.

(EUR thousand) Balance at
1.1.2017
Increases
(Capital call)
Decreases
(Capital
distribution)
Impairment Fair value
adjustment
Translation
effect
Balance at
30.9.2017
Venture capital funds 9,488 0 (147) (58) 6 (451) 8,838
IDeA I FoF 69,015 1,036 (13,186) 0 (2,714) 0 54,151
ICF II 47,000 645 (5,375) 0 (586) 0 41,684
ICF III Core 520 118 0 0 (26) 0 612
ICF III Credit & Distressed 2,897 27 0 0 (96) 0 2,828
ICF III Emerging Markets 3,489 548 0 0 (141) 0 3,895
IDeA ToI 5,196 2,460 0 0 (398) 0 7,258
IDeA CCR I CD 75 0 (8) 0 0 0 67
IDeA CCR I NF 0 1,687 0 0 (67) 0 1,620
Santa Palomba 402 0 0 0 13 0 415
DeA Capital Real Estate SGR funds 44,705 0 (155) (511) 2,354 0 46,393
Total funds 182,787 6,521 (18,871) (569) (1,655) (451) 167,761

The table below provides a breakdown of the funds in the portfolio at 30 September 2017 by business segment.

(EUR million) Private Equity
Investment
Alternative
Asset
Management
Total
Venture capital funds 8.8 0.0 8.8
IDeA I FoF 54.2 0.0 54.2
ICF II 41.7 0.0 41.7
ICF III 7.3 0.0 7.3
IDeA ToI 7.3 0.0 7.3
IDeA CCR I 1.7 0.0 1.7
Santa Palomba 0.4 0.0 0.4
DeA Capital Real Estate SGR Funds 0.0 46.4 46.4
Total funds 121.4 46.4 167.8

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. Deferred tax assets were EUR 2.0 million at 30 September 2017 (broadly unchanged on the figure at 31 December 2016).

Other non-current assets

This item, valued at EUR 23.3 million at 30 September 2017, compared with EUR 30.1 million at 31 December 2016, relates mainly to the vendor note held by IDeA OF I in respect of Manutencoop and the estimate of the receivable belonging to DeA Capital Real Estate SGR for the final variable commission due from the Beta Immobiliare fund; this corresponds to the portion of the overperformance fee that DeA Capital Real Estate SGR expects to receive when the fund is liquidated.

CURRENT ASSETS

At 30 September 2017, current assets totalled approximately EUR 126.0 million, versus EUR 130.0 million at 31 December 2016. The item mainly comprised:

  • EUR 92.2 million relating to cash and cash equivalents (EUR 96.4 million at 31 December 2016);
  • EUR 15.5 million relating to commercial loans (EUR 11.2 million at 31 December 2016);
  • EUR 10.3 million relating to receivables due from the tax authorities (EUR 9.2 million at 31 December 2016);
  • - EUR 4.2 million relating to investments to be considered as a temporary use of cash (EUR 4.2 million at 31 December 2016).

SHAREHOLDERS' EQUITY

At 30 September 2017, Group Shareholders' Equity totalled EUR 502.3 million, compared with EUR 529.2 million at 31 December 2016; the decrease of about EUR -26.9 million in the first nine months of 2017 was mainly due to the extraordinary dividend paid (EUR -31.2 million), the effects of changes in treasury shares (EUR -6.7 million), and the reasons set out in the Statement of Performance (IAS 1) (EUR 9.7 million).

NON-CURRENT LIABILITIES

At 30 September 2017, non-current liabilities totalled EUR 12.7 million, compared with EUR 12.8 million at 31 December 2016.

Deferred tax liabilities

This item totalled EUR 8.5 million at 30 September 2017, compared with EUR 8.6 million at 31 December 2016. 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.

End-of-service payment fund

At 30 September 2017, this item totalled EUR 4.0 million (unchanged compared with 31 December 2016) and includes end-of-service payments. These are part of defined benefit plans, and are therefore valued using actuarial assessments.

CURRENT LIABILITIES

At 30 September 2017, current liabilities totalled EUR 27.6 million (EUR 27.0 million at 31 December 2016) and mainly consisted of trade payables (EUR 6.2 million), payables to staff and social security institutions (EUR 6.6 million) and other payables (EUR 12.8 million).

Notes to the Consolidated Income Statement

Alternative Asset Management fees

In the first nine months of 2017, Alternative Asset Management fees totalled EUR 42.2 million, compared with EUR 43.9 million in the same period of 2016; these related mainly to management fees paid to DeA Capital Real Estate SGR and to DeA Capital Alternative Funds SGR for the funds they manage.

Income from investments valued at equity

This item includes the share of income from assets valued at equity for the period. In the first nine months of 2017, the income in question was positive at EUR 5.5 million (EUR +0.4 million in the same period of 2016); this mainly relates to the result of IDeA EESS, which was affected by the revaluation of the SMRE stock.

Other investment income/expenses

Other net income from investments in shareholdings and funds totalled EUR 5.6 million in the first nine months of 2017, compared with net income of EUR 6.1 million in the same period of 2016. This mainly relates to the effects of exercising the put option on 9.75% of Migros (EUR 3.8 million) and the profit recorded on investments held by IDeA Opportunity Fund (EUR 1.8 million).

Service revenues and Other revenues and income

These items totalled EUR 0.7 million in the first nine months of 2017 (EUR 8.4 million in the same period of 2016) and mainly relate to services provided by IRE, which was deconsolidated from 10 June 2017 following the sale of the controlling stake in the company.

Personnel costs and costs for services, amortisation and other costs

In the first nine months of 2017, personnel costs totalled EUR 22.0 million, compared with EUR 21.9 million in the same period of 2016.

In the first nine months of 2017, service costs totalled EUR 12.6 million, compared with EUR 15.5 million in the year-earlier period.

This item totalled EUR 6.7 million, compared with EUR 4.6 million in the same period of 2016, and notably includes the impairment of the goodwill relating to SPC, as redefined following the finalisation of the purchase price allocation (PPA), totalling EUR 2.4 million, as well as the write-down of intangible assets from variable fees relating to DeA Capital Real Estate SGR (EUR 2.3 million).

Other costs totalled EUR 8.3 million in the first nine months of 2017, compared with EUR 2.3 million in the same period of 2016. This item consists of pro-rata non-deductible VAT on costs incurred by DeA Capital Real Estate SGR in the first nine months of 2017 (EUR 1.0 million) and the impairment of receivables due to DeA Capital Real Estate SGR (EUR 6.5 million, of which EUR 5.9 million relates to final variable fees for the Beta fund and EUR 0.6 million to receivables for management fees).

Financial income (charges)

In the first nine months of 2017, financial income totalled EUR 0.4 million (EUR 0.7 million in the same period of 2016), and financial charges came in at EUR 0.5 million (EUR 2.3 million in the same period of 2016).

Income tax

Income tax totalled EUR -1.3 million in the first nine months of 2017, versus EUR -1.1 million in the same period of 2016.

Significant events after the end of the period and outlook

SIGNIFICANT EVENTS AFTER THE END OF THE PERIOD

Alternative asset management funds – paid calls/distributions

After the end of the third quarter, the DeA Capital Group increased its investment in the IDeA I FoF, ICF II and IDeA CCR I funds after making total payments of EUR 0.5 million. At the same time, the funds in which it holds an interest, namely IDeA I FoF, ICF II, IDeA OF I, IDeA EESS and IDeA CCR I, approved distributions totalling EUR 26.5 million (for the Group's portion) to be used in full to reduce the value of the units.

Rebranding of asset management companies

Two asset management companies controlled by DeA Capital S.p.A. changed their name with effect from early October 2017. IDeA Capital Funds SGR was renamed DeA Capital Alternative Funds SGR and IDeA Fimit SGR became DeA Capital Real Estate SGR.

This rebranding comes in tandem with the start of a new development phase for DeA Capital S.p.A.'s Alternative Asset Management platform; its aim is to focus on broadening its international reach and offering its own-brand investment products to the market, in line with the best practice of the major global managers.

DeA Capital S.p.A., through its subsidiary asset management companies, is Italy's main operator in the Alternative Investment sector, with:

  • total assets under management of over EUR 11,500 million;
  • a product range of more than 50 investment funds in the various asset classes of: real estate, private equity and non-performing loans

OUTLOOK

With regard to the Private Equity Investment area, the Company will continue its efforts to increase the value of the investments in its portfolio, and at the same time evaluate opportunities for new co-investment/club deal initiatives – including with funds managed by the platform – of a smaller size than in the past. The Group will also continue to sponsor new initiatives promoted by the asset management platform, and will use its available capital, partly arising from the sale of assets in the portfolio and the reimbursements of funds in which DeA Capital S.p.A. has invested, to invest in funds launched by this platform.

Turning to Alternative Asset Management, the Group will continue to develop its activities aimed at consolidating its leadership in Italy and expanding its investor base and product range, with a greater focus on the NPL (non-performing loans) segment. Within this framework, in order to best capitalise on its internal know-how, the Group will strengthen coordination of its investor development/coverage functions, with the aim of raising awareness of DeA Capital S.p.A. as an integrated platform comprising private equity, real estate and NPL.

In terms of its capital position, DeA Capital S.p.A. will continue to maintain a solid financial structure, ensuring that shareholders receive cash returns (via dividends and buy-back operations) based on the available liquidity.

Statement of Responsibilities for the Interim Management Report to 30 September 2017

STATEMENT OF RESPONSIBILITIES FOR THE INTERIM MANAGEMENT REPORT TO 30 SEPTEMBER 2017 (PURSUANT TO ART. 154-BIS OF LEGISLATIVE DECREE 58/98)

Manolo Santilli, Chief Financial Officer of DeA Capital S.p.A., the manager responsible for preparing the company's accounting statements, hereby declares, pursuant to art. 154-bis, para. 2 of the Testo Unico della Finanza law, that the information contained in this document accurately represents the figures in the company's accounting records.

Milan, 8 November 2017

Manolo Santilli

Manager responsible for preparing the Company's accounting statements