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Quest for Growth NV — Annual Report 2020
Mar 25, 2021
3991_10-k_2021-03-25_24aabc34-912c-4e41-81bc-e37140574dbf.pdf
Annual Report
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ANNUAL REPORT
ANNUAL REPORT 2020 A QUEST FOR GROWTH
| Profile | 2 |
|---|---|
| Message to the shareholders | 3 |
| Key figures | 4 |
| Shareholder information | 5 |
| Portfolio | 6 |
| Strategy | 8 |
| Investment report | 11 |
| General | 14 |
| Investments in quoted companies | 16 |
| Investments in unquoted companies | 34 |
| Investments in venture capital funds | 38 |
| ESG report | 50 |
ANNUAL REPORT
| Corporate Governance Statement | 59 |
|---|---|
| Additional statutory disclosures | 76 |
| Financial information | 83 |
| Statutory auditor's report | 84 |
| Management responsibility statement | 89 |
| Financial statements | 90 |
| Balance sheet | 90 |
| Balance sheet | 9 1 |
| Changes in equity | 92 |
| Statement of cash flows | 93 |
| Notes to the financial statements | 94 |
| General information | 122 |
| Supplementary information | 124 |
| Tax regime | 125 |
| Financial calendar | 127 |
PROFILE
QUEST FOR GROWTH is a privak/pricaf, a public alternative investment fund (AIF) with fixed capital under Belgian law, managed by Capricorn Partners NV.
The diversified portfolio of Quest for Growth is for the most part invested in growth companies listed on European stock exchanges, European unquoted companies and venture capital funds.
Quest for Growth focuses on innovative companies in areas such as digital technologies (ICT), technologies for the healthcare sector (Health-tech) and clean technology (Cleantech).
Quest for Growth has been listed on Euronext Brussels since 23 September 1998.
Quest for Growth NV Lei 19 box 3 B-3000 Leuven Telephone: +32 (0) 16 28 41 28 E-mail: [email protected] Website: www.questforgrowth.com
MESSAGE TO THE SHAREHOLDERS
Dear Shareholders,
2020 will go down in history as the Corona Year, in which a virus caused a pandemic and a global recession. Stock markets collapsed briefly in February and March, followed by a selective recovery and widely diverging performance. The European stock markets ended the year with a small loss.
Despite the aforementioned volatility, for Quest for Growth the year can be called a success. For the second year in a row, a profit of roughly 17 million euros was made. In 2020, this corresponds to a high return on equity of 12.5%. This performance is head and shoulders above the returns achieved by European stock market indices. The profit also makes it possible to eliminate the losses carried forward from the past.
After two years of no dividend distribution, the Board of Directors decided to propose a payment of 40 cents per share, this time in the form of a capital reduction. This capital distribution corresponds to more than 6% of the share price at the end of 2020.
The strong performance of Quest for Growth's underlying portfolio was initially not picked up by the stock market, leading to a share price far below its year-end 2019 level and an increasing discount or 'décôte' on the share price compared to the net asset value. Since the end of October, the share price has had a strong rebound, to close the year with a price gain of around 10%.
Quoted shares accounted for most of the profit and clearly outperformed European share markets. The performance was helped by favourable trends such as the better performance on the stock markets for small shares and better-thanaverage evolutions of the themes on which Quest for Growth focuses, but it is also due to a number of well-performing 'stock picks'.
We can also look back on a good year for investments in unlisted companies and venture capital funds. On 18 June the newspaper De Tijd carried the headline: 'Americans buy Belgian-Dutch DNA pearl BlueBee'. The sale of this participation, in which Quest for Growth invested both directly and through Capricorn ICT Arkiv, contributed significantly to the result. Intensive investments were also made in existing and new portfolio companies. Quest for Growth made two new direct co-investments, and Capricorn Sustainable Chemistry Fund and Capricorn Digital Growth Fund acquired three other new participations.
We can therefore look back with satisfaction at the results of Quest for Growth and are pleased that we can again hold out the prospect of distribution to our shareholders. I would therefore like to thank the whole team that made this possible and also thank all our shareholders wholeheartedly for the confidence we have received during the past year. With faith in our predetermined investment strategy, which is aimed at strong long-term results, we look to the future with confidence.
Antoon De Proft Chairman
26 January 2021
KEY FIGURES
| 1/01/2020 | 1/01/2019 | 1/01/2018 | 1/01/2017 | 1/01/2016 | 1/01/2016 | |
|---|---|---|---|---|---|---|
| 31/12/2020 | 31/12/2019 | 31/12/2019 | 31/12/2017 | 31/12/2016 | 31/12/2016 | |
| IFRS | BGAAP | |||||
| BALANCE SHEET AND RESULTS (IN €) | ||||||
| Net profit/loss | 17,084,320 | 16,741,026 | -26,923,827 | 27,389,776 | 538,144 | -425,236 |
| Dividend preference shares | 0 | 0 | 0 | 3,813,311 | 0 | 0 |
| Dividend ordinary shares | 0 | 0 | 0 | 23,351,393 | 0 | 0 |
| Total dividend | 0 | 0 | 0 | 27,164,704 | 0 | 0 |
| Net asset value (NAV) | 153,269,059 | 136,184,739 | 119,443,713 | 162,358,890 | 134,969,114 | 134,969,114 |
| Financial Assets (shares and receivables) | 142,401,510 | 121,534,118 | 106,085,071 | 141,803,841 | 121,029,377 | 121,029,377 |
| Cash at bank and in hand and term deposits | 7,581,758 | 8,878,626 | 7,197,869 | 11,672,511 | 13,363,928 | 13,363,928 |
| Total Assets | 153,310,887 | 136,226,940 | 119,485,663 | 162,401,757 | 135,015,080 | 135,015,080 |
| NUMBERS PER ORDINARY SHARE (IN €) (2) | ||||||
| Profit/loss per share | 1.02 | 1.00 | -1.61 | 1.55 | 0.04 | -0.03 |
| Gross dividend per ordinary share | 0.00 | 0.00 | 0.00 | 1.54 | 0.00 | 0.00 |
| Net dividend per ordinary share | 0.00 | 0.00 | 0.00 | 1.52 | 0.00 | 0.00 |
| Gross capital reduction per ordinary share | 0.40 | |||||
| NAV per share | 9.14 | 8.12 | 7.12 | 10.71 | 8.91 | 8.91 (1) |
| STOCK INFORMATION | ||||||
| Share price at year end (€) | 6.50 | 5.90 | 6.02 | 8.811 | 7.649 | 7.649 |
| Total number of outstanding shares | 16,774,226 | 16,774,226 | 16,774,226 | 15,155,969 | 15,155,969 | 15,155,969 |
| Market capitalisation | 109,032,469 | 98,967,933 | 100,980,841 | 133,539,243 | 115,920,358 | 115,920,358 |
| Stock market volume in shares | 2,876,087 | 2,701,353 | 2,939,387 | 3,783,165 | 5,108,884 | 5,108,884 |
| Stock market volume (× € 1000) | 15,719 | 15,625 | 24,355 | 30,230 | 42,920 | 42,920 |
| RATIOS | ||||||
| Return NAV (3) | 12.54% | 14.02% | -18.35% | 22.29% | 0.00% | -0.30 % |
| Net return on equity (with regard to share price at year end) | 0.00% | 0.00% | 0.00% | 17.25% | 0.00% | 0.00% |
| Pay-out ratio | 0.00% | 0.00% | 0.00% | 99.18% | 0.00% | 0.00% |
Discount share price at year end with regard to NAV 28.86% 27.33% 15.46% 17.75% 14.11% 14.11%
(1) after profit distribution
(2) calculated with total number of outstanding shares at year end
(3) NAV return after profit distribution, taking into account capital increases (time weighted rate of return)
SHAREHOLDER INFORMATION
-20% -15% -10% -5% 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% 50% 55% 60%
DISCOUNT OF THE STOCK PRICE VERSUS NAV
RESULTS
(*) Result compared to equity at the start of the financial year taking into account the dividend paid and the impact of the capital increase
PORTFOLIO
5.87% 10.99% 10.13% 10.76% 12.69% 14.37% 1.58%
STRATEGY
Quest for Growth is a public closed-end investment fund (privak/pricaf), whose goal is to invest in growth companies with the aim of realising capital gains that can be paid out to the shareholders, without withholding tax being due.
Asset allocation
Quest for Growth invests in both quoted and unquoted growth companies. Quest for Growth will invest at least 70% of its assets in quoted companies with a market capitalization of less than €1,5 billion or in unquoted companies. At least 25% of the assets will be invested in unquoted companies. Quest for Growth will target a combined exposure to unquoted equity (direct and indirect via venture capital funds) and uncalled commitments between 45% and 55% of its statutory capital. Investments are chiefly made by shares and convertible loans.
Resources that are temporarily not invested in the above categories may be held in financial instruments such as term deposits or shortterm commercial paper. Quest for Growth is allowed to hold up to 30% of its assets in cash and cash equivalents.
In general, Quest for Growth limits its investments to the amount of its own funds. The use of borrowings (leverage) is limited to a maximum of 10%, but debt financing will only be used in special circumstances and for a limited period. The aggregated amount of uncalled committed capital of all venture capital funds and any debt taken on by Quest for Growth will never exceed 35% of the statutory capital of Quest for Growth.
The use of derivative products is possible within certain limits as an alternative to equities dealing or in order to hedge the quoted equities portfolio.
Geographically, Quest for Growth mainly focuses on European companies. In principle investments in foreign currencies will not be hedged. The asset manager can decide to deviate from the general rule in exceptional circumstances. For example, in case of an investment in an unquoted company in a country that is perceived as having a significant exchange rate risk or in case of an imminent exit in a not EUR denominated company. The decision to hedge will be exceptional and the reasoning will be documented and reported to the board of directors of Quest for Growth.
Sectors and investment areas
Given the desire to invest in growth companies, the focus lies on industries and themes that are expected to be capable of higher than average growth. Quest for Growth has three central areas of investment, being Digital Technologies (also called ICT, which stands for information and communication technology), Healthtech (technology for the healthcare sector) and Cleantech (clean technology).
Digital Technologies (or ICT) specifically involves investments in the "Software & Services", "Technology Hardware" and "Semiconductors" sectors. ICT was the growth sector par excellence in the 1990s, when Quest for Growth was incorporated. At the present time, there is increasing focus on sub-areas within Digital Technologies that still have strong growth prospects. Examples include digital solutions for the healthcare sector ("Digital Healthcare"), the management of large quantities of data ("Big Data"), the internet of things, e-commerce, cloud computing, … Service providers with added value can also be included in the portfolio.
In Health-tech (technology for the healthcare sector) the focus lies on businesses oriented towards the prevention, diagnosis and treatment of illnesses. This encompasses biopharmaceutical and pharmaceutical medicines (the "Pharma & Biotech" sector) and medical equipment, devices and services (the "Health Care Equipment & Services" sector). Examples of firms we are on the look out for include products and technologies offering solutions for major clinical needs or that contribute to keeping a check on rising costs on the healthcare sector.
Cleantech (clean technology) covers innovative products or services for cleaner or more efficient use of the earth's natural resources such as energy, water, air and raw materials. Cleantech can be regarded as a particularly attractive area of investment in the coming years and decades because it offers solutions that enable further economic growth on a planet with limited natural resources. This investment theme can include investments in companies involved in energy efficiency, renewable energy, advanced materials, sustainable chemistry, water and pollution control. Major Cleantech holdings in the portfolio are to be found in the "Electrical & Engineering" and "Materials" sectors.
Investments in quoted companies
Quest for Growth's quoted portfolio is 100% actively managed and does not follow any reference index or benchmark. Stock selection is based on fundamental analysis. Important investment criteria are: financial strength, growth prospects, market position, management and governance strength and valuation. The preference lies in longterm investments in growth companies with an attractive valuation.
Most of the shares within the portfolio are in companies with a small or mid sized market capitalisation (small & mid caps). Quest for Growth believes it is very important to maintain personal contact with the management of these companies. Quest for Growth may also invest in large companies to a certain degree, thus improving the liquidity of part of the portfolio.
Balanced diversification among the various industries is a goal. The portfolio is diversified but selective, with investments in 20 to 30 different companies. The holding in any individual company is in principle no more than 5% of the net asset value.
Investments in unquoted companies
Quest for Growth is able, on a selective basis, to co-invest together with the venture capital funds of Capricorn Partners, which can result in Quest for Growth increasing its exposure to companies in which investments have already been made. This will usually be done in a later phase of the company's development. These kinds of investments are initially decided on by the board of directors of Quest for Growth.
To promote investment in unquoted companies, the Board of Directors resolved in 2017 to make provision for direct investments that were not joint investments. They have to fall within the existing competences of the management company, Capricorn Partners, but outside the active investment period or specialisms of existing Capricorn venture capital funds. The search is on for companies that at least have returning, paying clientele or a proof of concept (in Health-tech).
For direct investments in unquoted companies, Quest for Growth will invest a maximum of 5% of the assets in a single company. The initial investment will amount to a maximum of 2.5% of the assets.
The aim with regard to unquoted equities is to create capital gains by means of takeovers by other market players or in the course of exit (i.e., disposing of the shares in the company) by means of an IPO on the stock market.
Investments in venture capital funds
To a major extent, investments in unquoted equities will be made via venture capital funds of Capricorn Partners, which is Quest for Growth's management company. Decisions on whether to undertake investments in these funds are taken by the board of directors of Quest for Growth. The aim is to take significant participations in start-up and growth companies via these funds, whereby the management company plays an active role on the board of directors and in supporting the management.
Quest for Growth will not commit more than 20% of its statutory capital to a single fund organized by Capricorn Partners. The aggregated investment in venture funds calculated based on cost of investment will in principle never exceed 35% of the statutory capital of Quest for Growth.
These Capricorn funds in which Quest for Growth invests also strive to create capital gains by eventually selling the companies in their portfolio or listing them at the stock exchange.
INVESTMENT REPORT
Shares quoted companies
| Company | Sector / Market | Number of shares |
Change since 31/12/2019 |
Currency | Share price | Valuation in € | in % of Net Asset Value |
|---|---|---|---|---|---|---|---|
| Software & Services | |||||||
| CEWE STIFTUNG | Deutsche Börse (Xetra) | 69,632 | 9,132 | € | 92.5000 | 6,440,960 | 4.20% |
| PSI SOFTWARE | Deutsche Börse (Xetra) | 143,783 | 49,124 | € | 24.4000 | 3,508,305 | 2.29% |
| SAP | Deutsche Börse (Xetra) | 26,200 | -1,800 | € | 107.2200 | 2,809,164 | 1.83% |
| WOLTERS KLUWER | Euronext Amsterdam | 54,000 | 54,000 | € | 69.0600 | 3,729,240 | 2.43% |
| Technology Hardware | |||||||
| B&C SPEAKERS | Borsa Italiana | 165,004 | 30,510 | € | 10.3500 | 1,707,791 | 1.11% |
| LEM HOLDING | SWX Swiss Exchange | 2,221 | 825 | CHF | 1.728,0000 | 3,552,942 | 2.32% |
| LPKF | Deutsche Börse (Xetra) | 90,000 | 90,000 | € | 29.4500 | 2,650,500 | 1.73% |
| NEDAP | Euronext Amsterdam | 102,098 | 28,114 | € | 51.0000 | 5,206,998 | 3.40% |
| TKH GROUP | Euronext Amsterdam | 160,070 | 57,750 | € | 39.5400 | 6,329,168 | 4.13% |
| Semiconductors | |||||||
| MELEXIS | Euronext Brussels | 30,289 | 1,789 | € | 79.9000 | 2,420,091 | 1.58% |
| Healthcare Equipment & Services | |||||||
| FRESENIUS | Deutsche Börse (Xetra) | 86,000 | 6,000 | € | 37.8400 | 3,254,240 | 2.12% |
| NEXUS | Deutsche Börse (Xetra) | 78,764 | -59,466 | € | 51.0000 | 4,016,964 | 2.62% |
| PHARMAGEST INTERACTIVE | Euronext Paris | 48,952 | -43,347 | € | 111.4000 | 5,453,253 | 3.56% |
| STRATEC | Deutsche Börse (Xetra) | 33,495 | 33,495 | € | 122.8000 | 4,113,186 | 2.68% |
| Pharma & Biotech | |||||||
| ROCHE | Euronext Brussels | 14,500 | 14,500 | CHF | 309.0000 | 4,147,843 | 2.71% |
| TUBIZE | Euronext Brussels | 58,588 | 58,588 | € | 82.6000 | 4,839,369 | 3.16% |
| Electrical & Engineering | |||||||
| ABO WIND | Deutsche Börse (Xetra) | 110,000 | 110,000 | € | 46.4000 | 5,104,000 | 3.33% |
| ACCELL GROUP | Euronext Amsterdam | 85,000 | 85,000 | € | 25.8500 | 2,197,250 | 1.43% |
| DATRON | Deutsche Börse (Xetra) | 119,000 | 0 | € | 9.0000 | 1,071,000 | 0.70% |
| JENSEN GROUP | Euronext Brussels | 152,876 | 0 | € | 24.2000 | 3,699,599 | 2.41% |
| TECHNOTRANS | Deutsche Börse (Xetra) | 138,746 | -10,953 | € | 25.0000 | 3,468,650 | 2.26% |
| Materials | |||||||
| GURIT | SWX Swiss Exchange | 2,331 | 2,331 | CHF | 2.480,0000 | 5,351,676 | 3.49% |
| KERRY GROUP | Euronext Dublin | 32,500 | 32,500 | € | 118.5000 | 3,851,250 | 2.51% |
| MAYR-MELNHOF KARTON | Deutsche Börse (Xetra) | 15,000 | 15,000 | € | 165.0000 | 2,475,000 | 1.61% |
| STEICO | Deutsche Börse (Xetra) | 121,492 | -58,588 | € | 59.4000 | 7,216,625 | 4.71% |
| UMICORE | Euronext Brussels | 80,000 | 5,000 | € | 39.2900 | 3,143,200 | 2.05% |
| 101,758,264 | 66.39% |
Shares unquoted companies
| Company | Sector / Market | Change since 31/12/2019 |
Currency | Valuation in € | in % of Net Asset Value |
|---|---|---|---|---|---|
| HALIODX | Pharma & Biotech | € | 2,952,270 | 1.93% | |
| MIRACOR | Healthcare Equipment & Services | 1,200,000 | € | 2,849,932 | 1.86% |
| 5,802,202 | 3.79% |
| Co-investeringen Capricorn Funds | Change since 31/12/2019 |
Currency | Valuation in € | in % of Net Asset Value |
|
|---|---|---|---|---|---|
| C-LECTA | Materials | € | 3,970,474 | 2.59% | |
| ECLECTICIQ | Software & Services | 2,000,000 | € | 2,000,000 | 1.30% |
| NGDATA | Software & Services | 148,154 | € | 782,390 | 0.51% |
| PROLUPIN | Materials | 1,999,998 | € | 1,893,742 | 1.24% |
| SCALED ACCESS | Software & Services | 227,922 | € | 406,530 | 0.27% |
| SENSOLUS | Software & Services | 75,414 | € | 690,939 | 0.45% |
| 9,744,075 | 6.36% |
Investments in Venture Funds
| Change since 31/12/2019 |
Currency | Share price | Valuation in € | in % of Net Asset Value |
|
|---|---|---|---|---|---|
| CAPRICORN PARTNERS | |||||
| CAPRICORN CLEANTECH FUND | € | 31/12/2020 | 1,942,901 | 1.27% | |
| CAPRICORN DIGITAL GROWTH FUND | € | 31/12/2020 | 3,264,245 | 2.13% | |
| CAPRICORN HEALTH-TECH FUND | -544,927 | € | 31/12/2020 | 7,661,259 | 5.00% |
| CAPRICORN ICT ARKIV | -3,082,000 | € | 31/12/2020 | 5,411,183 | 3.53% |
| CAPRICORN SUSTAINABLE CHEMISTRY FUND | 2,000,000 | € | 31/12/2020 | 5,797,314 | 3.78% |
| THIRD PARTY FUNDS | |||||
|---|---|---|---|---|---|
| CARLYLE EUROPE TECHNOLOGY PARTNERS II | € | 30/09/2020 | 74,068 | 0.05% | |
| LIFE SCIENCES PARTNERS III | -51,581 | € | 30/09/2020 | 382,000 | 0.25% |
| LIFE SCIENCES PARTNERS IV | -100,595 | € | 30/09/2020 | 564,000 | 0.37% |
| 25,096,969 | 16.37% | ||||
| Total Financial Assets - Shares | € | 142,401,510 | 92.91% | ||
| Change in valuation in unquoted companies | € | 0.00% | |||
| Total Financial Assets – Shares after depreciation | € | 142,401,510 | 92.91% |
Amounts receivable Companies
| Company | Nominale waarde in deviezen |
Change since 31/12/2019 |
Currency | Valuation in € | in % of Net Asset Value |
|---|---|---|---|---|---|
| LOAN NOTES | |||||
| SCALED ACCESS | 100,000 | 100,000 | € | 100,000 | 0.07% |
| 100,000 | 0.07% |
| COMMERCIAL PAPER | |||||
|---|---|---|---|---|---|
| PURATOS | 1,500,000 | 1,500,000 | € | 1,499,987 | 0.98% |
| PURATOS | 1,200,000 | 1,200,000 | € | 1,199,990 | 0.78% |
| 2,699,977 | 1.76% | ||||
| Total Financial Assets - Amounts receivable | € | 2,799,977 | 1.83% | ||
| Total Financial Assets | € | 145,201,487 | 94.74% | ||
| Cash | € | 7,581,757 | 4.95% | ||
| Other Net Assets | € | 485,815 | 0.32% | ||
| Quest for Growth - Ordinary shares | € | - | 0.00% | ||
| Total Net Asset Value | € | 153,269,059 | 100.00% |
INVESTMENT REPORT
GENERAL
Portfolio diversification
The net asset value per share on 31 December 2020 was € 9.14 compared to € 8.12 on 31 December 2019. The total net asset value of Quest for Growth at the end of the year was 153.3 million euros compared to some 136 million euros at the end of 2019.
The percentage of the portfolio invested in quoted shares increased to 66% of the net asset value in 2020, from 62% of the total assets a year earlier. The increase can mainly be explained by the increase in the value of the listed shares portfolio. Approximately 12% of the net asset value consisted of securities of unlisted companies, including commercial paper (compared to 11% one year earlier). Some 16% of the net asset value was invested in venture capital funds (20% on 31 December 2019).
The sum of direct and indirect investments in unlisted companies amounted to 28%, well above the legal minimum of 25% (31% at 31 December 2019). The balance of approximately 5% of the portfolio, or more than 8 million euros, consisted of cash and other net assets (7% on 31 December 2019). 73% of the net asset value was invested in unlisted participations or listed shares with a market capitalisation of less than 1.5 billion euros, while the legal minimum here is 70%.
The share price partially recovered at the end of the year, but still lagged behind the evolution of the underlying portfolio with an increase of 10% to 6.50 euros. The discount of the price in relation to the net asset value increased to 28.8% at the end of 2020, from 27.3% on 31 December 2019.
Quest for Growth's market capitalisation was approximately 109 million euros at the end of the year.
In terms of sectors, the portfolio is well diversified among the three different investment areas that are focused on (Digital Technologies, Health-tech and Cleantech) and the seven sectors used in reporting on the portfolio (Software & Services, Technology Hardware, Semiconductors, Pharma & Biotech, Medical Services & Equipment, Electrical & Engineering and Materials).
The geographical centre of gravity lies in western Europe.
Results per segment and per sector
Quest for Growth ended 2020 with a profit of 17.1 million euros (€1.02 per share). The return on equity was +12.5%, compared with +12.5% in 2019.
In absolute figures, the portfolio of quoted shares accounted for the majority of the profit. The venture capital funds and unquoted shares segments also contributed to the profit. Financial revenues and expenses yielded a positive result, mainly due to dividends received on quoted shares
Investments in quoted companies
Market environment
The year ended in a rally sparked early by the announcements of coronavirus vaccines in November, but it was not enough to make up for the losses suffered by European stock markets since the start of the year. The European STOXX Europe 600 Net Return index closed the year with a loss of almost 2%. Thanks to a vigorous recovery in the second half of the year, European small caps were able to end the period with a positive result. US stocks held up better (S&P 500 Index + 16% in dollars, or + 6% in euros) thanks to the meteoric rise in a series of technology stocks. The NYSE FANG + Index, which contains stocks like Tesla, Apple and Amazon, rose more than 100% (in dollars) in 2020.
This 2020 trend was an extension and acceleration of what was witnessed for some time: US equities, especially technology stocks, were the best asset class of the second decade of the third millennium. This is illustrated in the chart below which shows the total return performance of selected major global financial assets from 2011-2020 in USD (source: Deutsche Bank, Bloomberg, Mark-it).
Movements in each sector
The technology sector also performed well in Europe in 2020. Very weak were the energy and banking sectors, two sectors in which Quest for Growth does not invest, both of which fell by more than 20%.
The sectors in which the quoted equity portfolio of Quest for Growth invests can be divided into three themes or segments: Digital Technologies (mainly Software & Services, Technology Hardware and Semiconductors) Health-tech (mainly Pharma & Biotech and Medical Services & Equipment) and Cleantech (mainly Electrical & Engineering and Materials).
Digital Technologies: Price gains of major US technology companies were the main driver of the good performance of the US stock markets in 2020. Companies such as Amazon and Netflix emerged as winners of the corona crisis. The European technology index STOXX 600 Technology index achieved a return of approximately 15% in 2020, making it the best-performing sector on the European stock markets. As in 2019, many shares in the semiconductor sector performed well. The best-performing shares in the European technology sector in 2020 are ASM International, SOITEC, Infineon and ASML, all of which are up more than 50%.
Health-tech: While pharma shares are defensive and should therefore benefit from uncertain market conditions, in 2020, the STOXX 600 Health Care only performed in line with the broader market. Investors again seemed to be more aware of risks such as price pressure on pharmaceuticals and reforms in the health sector, prompted by, among other things, the election of Joe Biden as president of the United States. Within the sector, the high-flyers could be found in biotech and medtech. The three best performing stocks in the STOXX 600 Health Care index could be found in medtech, with the Danish Ambu and the German Sartorius together with the subsidiary Sartorius Stedim. The Belgian biotech share Argenx follows shortly thereafter in the ranking. On the other hand, Galapagos, in 2019 still the best-performing share in the European health sector, fell sharply with its share price being more than halved.
Cleantech: Shares in clean technology or cleantech can be found in various sectors. Sound indicators for the global cleantech sector such as The Cleantech Index (total return + 40% in EUR) performed very well. This trend is undoubtedly supported by the growing importance that investors attach to sustainable investing and the use of ESG criteria when selecting shares. As in the technology sector, we sometimes see completely incomprehensible valuations. One of the notable excesses is what the Financial Times called the 'investment mania for car tech', further to Tesla's 800 billion dollar market capitalisation. The huge interest in the scarce shares that are involved in the enormous growth market for hydrogen is also leading to crazy stock market evolutions and extreme valuations.
Portfolio
The estimated performance of the listed equity portfolio was around + 17% (excluding cash and before fees) in 2020, significantly higher than that of European indices. Victims of lockdowns and restrictive measures imposed on travelers, Akka Technologies (sold in April) and Jensen-Group (-30%) were the weakest stocks in the portfolio in 2020. The best performing stocks of the year were Steico (+ 118%), Pharmagest (+ 83%), Stratec (+ 86% since purchase) and ABO Wind (+ 175% since purchase).
| Land | Sector/activiteit | % NAV | mkt.cap. m € |
In portefeuille sinds |
|
|---|---|---|---|---|---|
| STEICO DE | DE | Materials | 4,7% | 837 | Oct/2018 |
| CEWE STIFTUNG & CO KGAA | DE | Software & Services | 4,2% | 686 | May/2017 |
| TKH GROUP NV-DUTCH CERT | NL | Technology Hardware | 4,1% | 1,684 | Jun/2014 |
| PHARMAGEST INTERACTIVE | FR | Health Care Equipment & Services | 3,6% | 1,663 | Oct/2010 |
| GURIT HOLDING AG-BR | CH | Materials | 3,5% | 1,074 | Feb/2020 |
| NEDAP N.V. | NL | Software & Services | 3,4% | 340 | Dec/2018 |
| ABO WIND AG | DE | Eelctrical & Engineering | 3,3% | 428 | Aug/2020 |
| FINANCIERE DE TUBIZE | BE | Pharma & Biotech | 3,2% | 3,703 | Mar/2020 |
| ROCHE HOLDING AG-GENUSSCHEIN | CH | Pharma & Biotech | 2,7% | 246,891 | Oct/2020 |
| STRATEC SE | DE | Health Care Equipment & Services | 2,7% | 1,486 | Feb/2020 |
The biggest positions at the end of 2020 are Steico (4.7 % of the net asset value on 31 December 2020), CEWE (4.2%) and TKH (4.1%).
In total, 10 stocks were removed from the portfolio in 2020: Sequana Medical, Robertet, CFE and Norma Group in the first quarter; EVS, Akka and Aliaxis in the second quarter; Cenit and Aures in the third quarter and Kingspan in October.
The same number of new entries were made, including five small caps: the German medical technology company Stratec, the Swiss company Gurit which manufactures products for the wind energy sector, the German laser technology company LPKF , the German developer of renewable energy projects ABO Wind and the Dutch bicycle manufacturer Accell.
In addition, the following five stocks with larger market capitalisations were also purchased: Tubize, the Belgian shareholder of UCB; Irish food ingredient supplier Kerry; Swiss pharmaceutical giant Roche; the Dutch information provider Wolters Kluwer and the Austrian cardboard factory Mayr-Melnhof.
Profiles and key figures for all the companies invested in as at 31 December 2020 can be found elsewhere in the annual report under the "Company profiles" section.
Outlook
Valuations in some segments of the equity market, such as certain US technology stocks, predict growth wwell into the future. In Quest for Growth's portfolio, focused on European small caps, valuations are more acceptable. Equities also remain attractive compared to fixed-return investments.
Business profiles of quoted companies
ABO WIND
Founded in 1996 by Dr. Jochen Ahn and Matthias Bockholt, ABO Wind is an international project developer for wind and solar energy. The company additionally provides operational management, maintenance, inspection and repair services. It is headquartered in Wiesbaden, Germany.
ACCELL GROUP
Accell Group is one of Europe's largest manufacturers of bicycles. Brands include Haibike, Winora, Ghost, Batavus, Koga, Lapierre, Raleigh, Sparta, Babboe and Carqon. The group also sells bicycle parts and accessories under the XLS brand name. The group was a pioneer in the development of electrically assisted bikes (e-bikes). Accell is mainly positioned in the middle and higher segments of the market. The bicycles developed and produced by Accell Group are mainly sold through the bicycle retail specialists channel. The company was founded in 1904 and is headquartered in Heerenveen, the Netherlands.
| Stock market data | ||
|---|---|---|
| Stock price at 31 December 2020 | 46.40 | EUR |
| Market capitalisation at 31 December 2020 | 420 | m EUR |
| Performance in 2020 | 172.90% | in EUR |
| Financial data* | 2020 | 2021 |
| Estimated sales growth | 15.35% | 17.91% |
| Estimated earnings per share growth | 12.03% | 44.30% |
| Operational margin | 12.90% | 15.30% |
| Return on equity | 10.37% | 14.01% |
| Estimated price earnings at 31 December 2020 | 30.6 x | 21.2 x |
| * Consensus estimates FACTSET at 31 December 2020 |
| Stock market data | ||
|---|---|---|
| Stock price at 31 December 2020 | 25.85 | EUR |
| Market capitalisation at 31 December 2020 | 693 | m EUR |
| Performance in 2020 | 0.58% | in EUR |
| Financial data* | 2020 | 2021 |
| Estimated sales growth | 16.00% | 4.34% |
| Estimated earnings per share growth | n.r. | 47.28% |
| Operational margin | 4.97% | 6.62% |
| Return on equity | 10.86% | 13.82% |
| Estimated price earnings at 31 December 2020 | 17.6 x | 11.9 x |
| * Consensus estimates FACTSET at 31 December 2020 |
B&C SPEAKERS
Founded in 1946, B&C Speakers is an Italian company involved in the design, manufacture and distribution of electroacoustic transducers for the "public address" (pa) audio market within the two segments "Professional PA" (mainly fixed installations in stadiums, cinemas etc.) and "Musical Instrument PA" (portable equipment). The offering includes low- and high frequency drivers, high frequency horns and coaxial components. Under the "Architettura Sonora" brand name, the company also offers high-performance design loudspeakers for indoor and outdoor use. B&C Speakers is located in Bagno a Ripoli (Florence), Italy.
CEWE
CEWE Stiftung & Co. KGaA ("CEWE") engages in the provision of innovative photo and online printing services, with CEWE PHOTO BOOK as the leading European photo book product and brand. Additionally, Cewe operates through the following segments: Commercial Online Printing and Retail. In the Commercial Online Printing segment, printed material for businesses is marketed through the sales platforms CEWE-PRINT.de, Saxoprint and viaprinto. The Retail segment offers photo-related hardware and photofinishing products in Poland, the Czech Republic, Slovakia, Norway, Sweden and in Oldenburg, Germany. Founded in 1961 by Heinz Neumüller, CEWE was taken to the stock exchange in 1993. The company is headquartered in Oldenburg, Germany.
| Stock market data | |||
|---|---|---|---|
| Stock price at 31 December 2020 | 10.35 | EUR | |
| Market capitalisation at 31 December 2020 | 114 | m EUR | |
| Performance in 2020 | -26.33% | in EUR | |
| Financial data* | 2020 | 2021 | |
| Estimated sales growth | -39.29% | 14.71% | |
| Estimated earnings per share growth | -68.48% | 54.17% | |
| Operational margin | 11.76% | 15.38% | |
| Return on equity | 9.30% | 13.17% | |
| Estimated price earnings at 31 December 2020 | 43.1 x | 28.0 x | |
| * Consensus estimates FACTSET at 31 December 2020 |
| Stock market data | ||
|---|---|---|
| Stock price at 31 December 2020 | 92.50 | EUR |
| Market capitalisation at 31 December 2020 | 686 | m EUR |
| Performance in 2020 | -10.65% | in EUR |
| Financial data* | 2020 | 2021 |
| Estimated sales growth | -2.90% | 6.40% |
| Estimated earnings per share growth | 8.61% | 18.09% |
| Operational margin | 8.08% | 8.71% |
| Return on equity | 12.54% | 13.92% |
| Estimated price earnings at 31 December 2020 | 18.8 x | 15.9 x |
| * Consensus estimates FACTSET at 31 December 2020 |
* Consensus estimates FACTSET at 31 December 2020
DATRON
Datron AG develops and manufactures CNC and CAD/CAM equipment and a wide range of specialised tools in the field of high-speed milling of materials like aluminium, plastics and compounds. The company also offers neighbouring technology such as dispensing machines. Their products cover a wide range of industrial production processes as well as applications in the field of dental technology. The company was founded in 1969 and went IPO in 2011. Datron is headquartered in Mühltal, Germany.
FRESENIUS
Fresenius SE & Co KGaA is the German holding company of the Fresenius Group, operating in the healthcare sector, offering products and services for dialysis, hospitals and outpatient medical care. It is headquartered in Bad Homburg. The group operates within four business segments: Fresenius Medical Care, Kabi, Helios and Vamed. The Fresenius Medical Care segment provides dialysis care and dialysis products for patients with chronic kidney failure. Fresenius Kabi is engaged in the provision of generic intravenous drugs (IV drugs), infusion therapies, clinical nutrition and related medical devices. Fresenius Helios is a leading European hospital operator. It is the largest private operator in Germany and in Spain, there under the name Quirónsalud. Fresenius Vamed is engaged in international projects and services for hospitals and other healthcare facilities.
| Stock market data | ||
|---|---|---|
| Stock price at 31 December 2020 | 9.00 | EUR |
| Market capitalisation at 31 December 2020 | 36 | m EUR |
| Performance in 2020 | -19.39% | in EUR |
| Financial data* | 2020 | 2021 |
| Estimated sales growth | 5.95% | |
| Estimated earnings per share growth | 8.11% | |
| Operational margin | 5.01% | 5.12% |
| Return on equity | ||
| Estimated price earnings at 31 December 2020 | 24.3 x | 22.5 x |
| * Consensus estimates FACTSET at 31 December 2020 |
| Stock market data | ||
|---|---|---|
| Stock price at 31 December 2020 | 37.84 | EUR |
| Market capitalisation at 31 December 2020 | 21,095 | m EUR |
| Performance in 2020 | -22.96% | in EUR |
| Financial data* | 2020 | 2021 |
| Estimated sales growth | 2.00% | 4.76% |
| Estimated earnings per share growth | -4.75% | 13.24% |
| Operational margin | 12.61% | 13.22% |
| Return on equity | 10.11% | 10.41% |
| Estimated price earnings at 31 December 2020 | 11.8 x | 10.4 x |
| * Consensus estimates FACTSET at 31 December 2020 |
GURIT
Founded in 1835, the Swiss company Gurit is specialised in fibre-reinforced and foam-based composite materials (e.g. prepregs), tooling and kitting. The products are predominantly used in the wind power industry but can also be found in aerospace, rail and marine applications. The company is stock listed on the Swiss Exchange since 2006 and based in Wattwil, Switzerland.
JENSEN GROUP
Jensen-Group NV is supplier to the heavy-duty laundry industry. The company markets products and services that include transportation and handling systems, tunnel washers, separators, feeders, ironers, folders and complete project management for fully-equipped and managed industrial laundries. The group supplies sustainable single machines, systems and integrated solutions and is developing environmental friendly and innovative products to reduce consumption of energy and water (CleanTech brand). It was founded by Jørn Munch Jensen and is headquartered in Ghent, Belgium.
| Stock market data | ||
|---|---|---|
| Stock price at 31 December 2020 | 2,480.00 | CHF |
| Market capitalisation at 31 December 2020 | 1,069 | m CHF |
| Performance in 2020 | 69.00% | in CHF |
| Financial data* | 2020 | 2021 |
| Estimated sales growth | 1.35% | 7.31% |
| Estimated earnings per share growth | 14.44% | -1.13% |
| Operational margin | 10.40% | 10.14% |
| Return on equity | 25.00% | 21.21% |
| Estimated price earnings at 31 December 2020 | 25.8 x | 26.1 x |
* Consensus estimates FACTSET at 31 December 2020
| Stock market data | ||
|---|---|---|
| Stock price at 31 December 2020 | 24.20 | EUR |
| Market capitalisation at 31 December 2020 | 189 | m EUR |
| Performance in 2020 | -29.97% | in EUR |
| Financial data* | 2020 | 2021 |
| Estimated sales growth | -23.60% | 12.49% |
| Estimated earnings per share growth | -78.13% | 185.71% |
| Operational margin | ||
| Return on equity | ||
| Estimated price earnings at 31 December 2020 | 57.6 x | 20.2 x |
| * Consensus estimates FACTSET at 31 December 2020 |
KERRRY GROUP
Kerry Group plc is a provider of taste and nutrition solutions, based in Kildare, Ireland. The Company serves the food, beverage and pharmaceutical industries, and is a supplier of branded and customer branded foods to the Irish, the United Kingdom and selected international markets. The Company operates through two segments: Taste & Nutrition, and Consumer Foods. The Taste & Nutrition operating segment manufactures and distributes application specific ingredients and flavours spanning various technology platforms. The Consumer Foods segment manufactures and supplies added value brands and customer branded foods primarily to the Irish and the United Kingdom markets. Its brands include LowLow, Cheestrings, Dairygold, Charleville, Denny, Richmond, Wall's, Mattessons, Fire & Smoke, and Yollies. The Company supplies private label products in dairy, meat, pastry, meal solutions and frozen ready meal categories. The Company is a supplier of private label dairy spreads, low-fat spreads and processed cheese slices.
LEM
LEM produces components for power electronics. Its core products are transducers for measuring electrical parameters like current and voltage. LEM's transducers are used in applications such as railway, motor drives, power supplies, AC/DC converters and wind and solar power generation. The products provide improved control, more reliable energy and better energy efficiency. LEM reports within two business segments: The Industry segment includes the businesses Drives, Renewable energy, Traction and High precision. In the Automotive segment, it develops solutions for battery management and electrical motor controls for green and conventional cars. Liaisons Electroniques-Mecaniques LEM SA was founded in 1972 and is headquartered in Plan-Les-Ouates, Switzerland.
| Stock market data | ||
|---|---|---|
| Stock price at 31 December 2020 | 118,50 | EUR |
| Market capitalisation at 31 December 2020 | 20,939 | m EUR |
| Performance in 2020 | 9,21% | in EUR |
| Financial data* | 2020 | 2021 |
| Estimated sales growth | -4.25% | 4.51% |
| Estimated earnings per share growth | -12.88% | 16.25% |
| Operational margin | 10.65% | 11.59% |
| Return on equity | 12.15% | 12.87% |
| Estimated price earnings at 31 December 2020 | 34.5 x | 29.7 x |
| * Consensus estimates FACTSET at 31 December 2020 |
| Stock market data | ||||
|---|---|---|---|---|
| Stock price at 31 December 2020 | 1,728.00 | CHF | ||
| Market capitalisation at 31 December 2020 | 1,814 | m CHF | ||
| Performance in 2020 | 25.07% | in CHF | ||
| Financial data* | 2020 | 2021 | ||
| Estimated sales growth | -9.89% | 13.12% | ||
| Estimated earnings per share growth | -26.06% | 21.65% | ||
| Operational margin | 19.71% | 21.59% | ||
| Return on equity | 39.19% | 44.04% | ||
| Estimated price earnings at 31 December 2020 | 43.1 x | 35.5 x | ||
LPKG
LPKF Laser & Electronics AG is a supplier of laser-based solutions for the technology industry. It operates through the following segments: Electronics, Development, Welding and Solar. The Electronics segment includes laser systems to cut and drill PCB materials, stencil laser equipment and LIDE (Laser Induced Deep Etching) technology for thin glass processing. The Development segment includes solutions for PCB prototyping. The Welding segment comprises systems for laser beam welding of plastic components. The Solar segment develops and produces laser scribers for the etching of thin-film solar cells and laser systems for the digital printing via Laser Transfer Printing (LTP). The company was founded in 1976 and is headquartered in Garbsen, Germany.
MAYR-MELNOF
Mayr-Melnhof Karton AG is a producer of cartonboard, predominantly using recycled feedstock. Its operations are divided into two core business divisions: MM Karton and MM Packaging. MM Karton produces and markets cartonboard from recycled fibers and virgin fibers. It operates mills in several European countries. The MM Packaging division converts cartonboard into folding cartons, with the majority of the manufactured products being sold to multinational customers in the branded goods industry. Next to Europe, MM Packaging also has production plants in Latin America and Asia. The Austrian company's IPO at the Vienna Stock Exchange was in 1994.
| Stock market data | ||
|---|---|---|
| Stock price at 31 December 2020 | 29.45 | EUR |
| Market capitalisation at 31 December 2020 | 721 | m EUR |
| Performance in 2020 | 87.25% | in EUR |
| Financial data* | 2020 | 2021 |
| Estimated sales growth | -27.64% | 42.15% |
| Estimated earnings per share growth | -46.81% | 154.16% |
| Operational margin | 9.87% | 17.50% |
| Return on equity | 7.28% | 15.95% |
| Estimated price earnings at 31 December 2020 | 102.5 x | 40.3 x |
| * Consensus estimates FACTSET at 31 December 2020 |
| Stock market data | |||
|---|---|---|---|
| Stock price at 31 December 2020 | 165.00 | EUR | |
| Market capitalisation at 31 December 2020 | 3,300 | m EUR | |
| Performance in 2020 | 41.44% | in EUR | |
| Financial data* | 2020 | 2021 | |
| Estimated sales growth | -2.78% | 5.66% | |
| Estimated earnings per share growth | -13.00% | 22.70% | |
| Operational margin | 9.01% | 10.57% | |
| Return on equity | 10.30% | 11.64% | |
| Estimated price earnings at 31 December 2020 | 20.0 x | 16.3 x | |
| * Consensus estimates FACTSET at 31 December 2020 |
MELEXIS
Melexis Microelectronic Integrated Systems NV is a mixed signal semiconductor manufacturer. Its products include hall effect or magnetic sensors (Triaxis brand), pressure & acceleration sensors (based on MEMS), wireless communication ICs (RF and RFID), actuators (for engine control and LIN bus systems) and optical sensors. Melexis' products are primarily used in automotive electronics systems, where they help to improve fuel efficiency, safety and comfort. Melexis also uses it core competence to supply ICs and sensors to consumer, medical and industrial markets. Melexis adopts a fabless model. It is headquartered in Ieper, Belgium and has other important facilities in Tessenderlo (Belgium), Sofia (Bulgaria) and Erfurt (Germany). In October 1997 Melexis had its IPO on the EASDAQ Stock exchange.
NEDAP
Nedap is a Dutch supplier of electronic equipment in the areas of identification solutions, technical management and monitoring. The widespread portfolio comprises (amongst others) Identification Systems, Mobility Solutions, Light Controls, Livestock Management, Retail, Healthcare and Security Management. Nedap was established in 1929 and is stock listed since 1947.
| Stock market data | ||
|---|---|---|
| Stock price at 31 December 2020 | 79.90 | EUR |
| Market capitalisation at 31 December 2020 | 3,228 | m EUR |
| Performance in 2020 | 21.97% | in EUR |
| Financial data* | 2020 | 2021 |
| Estimated sales growth | 2.69% | 14.42% |
| Estimated earnings per share growth | 9.73% | 33.64% |
| Operational margin | 14.74% | 18.34% |
| Return on equity | 20.70% | 26.23% |
| Estimated price earnings at 31 December 2020 | 48.9 x | 36.6 x |
| * Consensus estimates FACTSET at 31 December 2020 |
| Stock market data | ||
|---|---|---|
| Stock price at 31 December 2020 | 51.00 | EUR |
| Market capitalisation at 31 December 2020 | 341 | m EUR |
| Performance in 2020 | 10.02% | in EUR |
| Financial data* | 2020 | 2021 |
| Estimated sales growth | -4.69% | 4.92% |
| Estimated earnings per share growth | -57.84% | 5.13% |
| Operational margin | 6.56% | 6.77% |
| Return on equity | 14.43% | 13.22% |
| Estimated price earnings at 31 December 2020 | 32.7 x | 31.1 x |
| * Consensus estimates FACTSET at 31 December 2020 |
NEXUS
Nexus AG is a provider of information technology for the healthcare sector. The group has two business fields: Healthcare Software which includes modular software solutions, from planning to equipment integration and documentation, for areas such as diagnostics (DIS Product Suite), complete information systems for hospitals (HIS) and nursing homes. The Healthcare Services unit provides outsourcing and SAP integration services for the healthcare sector. The company is headquartered in Donaueschingen, Germany.
PHARMAGEST INTERACTIVE
Pharmagest Interactive develops software for pharmacies and the healthcare industry. In France, the LGPI ("Logiciel de Gestion à Portail Integré") solution is considered as a standard in pharmacies, enabling stock management, optimisation of orders, data exchange, pricing policy optimisation, management of loyalty cards, etc. The Pharmacy - Europe division also offers software for pharmacies in Belgium and Luxembourg (Sabco) and in Italy. Health and Social Care Facilities Solutions includes the subsidiaries Malta Informatique (IT solutions for nursing homes), DICSIT Informatique (home care) and Axigate (hospitals). The e-Health division includes e-Patients and e-Connect activities. Fintech provides financing solutions for rental products. The company was founded in 1996 and is headquartered in Villers-les-Nancy, France.
| Stock market data | |||
|---|---|---|---|
| Stock price at 31 December 2020 | 51.00 | EUR | |
| Market capitalisation at 31 December 2020 | 803 | m EUR | |
| Performance in 2020 | 48.21% | in EUR | |
| Financial data* | 2020 | 2021 | |
| Estimated sales growth | 9.32% | 13.33% | |
| Estimated earnings per share growth | 4.07% | 31.28% | |
| Operational margin | 13.14% | 14.77% | |
| Return on equity | 10.91% | 11.99% | |
| Estimated price earnings at 31 December 2020 | 57.0 x | 43.4 x | |
| * Consensus estimates FACTSET at 31 December 2020 |
| Stock market data | ||
|---|---|---|
| Stock price at 31 December 2020 | 111.40 | EUR |
| Market capitalisation at 31 December 2020 | 1,690 | m EUR |
| Performance in 2020 | 83.01% | in EUR |
| Financial data* | 2020 | 2021 |
| Estimated sales growth | 8.97% | 10.19% |
| Estimated earnings per share growth | 13.02% | 14.66% |
| Operational margin | 26.29% | 26.79% |
| Return on equity | 21.38% | 21.29% |
| Estimated price earnings at 31 December 2020 | 52.3 x | 45.6 x |
| * Consensus estimates FACTSET at 31 December 2020 |
PSI
PSI Software AG engages in the development and integration of software solutions and control systems for the network infrastructure and complex production and logistics processes. It operates through the two segments "Energy management" and "Production management". The Energy management segment offers solutions for intelligent grid management and safe operation of transport systems, as well as solutions for energy trading and distribution. The Production management segment provides software for production planning, production control and logistics. The company was founded in 1969 and is headquartered in Berlin, Germany.
ROCHE
Roche Holding AG operates as a research healthcare company. It operates through the segments "Diagnostics" and "Pharmaceuticals". The Pharmaceutical segment refers to development of medicines in the field of oncology, immunology, ophthalmology, infectious diseases and neuroscience. The Diagnostic segment refers to diagnosis of diseases through an in-vitro diagnostics process. The company was founded by Fritz Hoffmann-La Roche on October 1st, 1896 and is headquartered in Basel, Switzerland.
| Stock market data | ||
|---|---|---|
| Stock price at 31 December 2020 | 24.40 | EUR |
| Market capitalisation at 31 December 2020 | 383 | m EUR |
| Performance in 2020 | 17.59% | in EUR |
| Financial data* | 2020 | 2021 |
| Estimated sales growth | -0.84% | 6.97% |
| Estimated earnings per share growth | -23.63% | 23.02% |
| Operational margin | 6.57% | 7.73% |
| Return on equity | 10.37% | 11.59% |
| Estimated price earnings at 31 December 2020 | 35.1 x | 28.5 x |
| * Consensus estimates FACTSET at 31 December 2020 |
| Stock market data | ||
|---|---|---|
| Stock price at 31 December 2020 | 309.00 | CHF |
| Market capitalisation at 31 December 2020 | 245,570 | m CHF |
| Performance in 2020 | 1.28% | in CHF |
| Financial data* | 2020 | 2021 |
| Estimated sales growth | -3.81% | 4.64% |
| Estimated earnings per share growth | -5.17% | 8.27% |
| Operational margin | 36.13% | 36.86% |
| Return on equity | 42.24% | 38.64% |
| Estimated price earnings at 31 December 2020 | 16.0 x | 14.7 x |
| * Consensus estimates FACTSET at 31 December 2020 |
SAP
SAP SE is engaged in enterprise applications in terms of software and software-related service revenue. The Company's core business is selling licenses for software solutions and related services to deliver a range of choices fitting the varying functional needs of its customers, combined with a fast-growing cloud offering. Its solutions cover business applications and technologies, as well as specific industry applications. In-memory technology across its data management offerings enables customers to access the data which they need, where they need it, when they need it. The company was founded in 1972 by five former IBM employees. It went IPO in 1988.
STEICO
Steico produces and markets a broad product range of woodfibre based insulation and construction materials. The offering comprises flexible internal and external thermal insulation, insulation boards, floor insulation, construction elements, laminated veneer lumber and adjacent building products and materials. The company's roots go back to the year 1986 when Steinmann & Co. was founded. Steico is headquartered near Munich, Germany.
| Stock market data | ||
|---|---|---|
| Stock price at 31 December 2020 | 107.22 | EUR |
| Market capitalisation at 31 December 2020 | 131,720 | m EUR |
| Performance in 2020 | -9.57% | in EUR |
| Financial data* | 2020 | 2021 |
| Estimated sales growth | -1.20% | 0.39% |
| Estimated earnings per share growth | 2.94% | -6.99% |
| Operational margin | 30.04% | 29.67% |
| Return on equity | 20.12% | 17.22% |
| Estimated price earnings at 31 December 2020 | 20.4 x | 21.9 x |
| * Consensus estimates FACTSET at 31 December 2020 |
| Stock market data | ||
|---|---|---|
| Stock price at 31 December 2020 | 59.40 | EUR |
| Market capitalisation at 31 December 2020 | 837 | m EUR |
| Performance in 2020 | 118.46% | in EUR |
| Financial data* | 2020 | 2021 |
| Estimated sales growth | 6.76% | 11.85% |
| Estimated earnings per share growth | 5.90% | 8.77% |
| Operational margin | 11.17% | 10.88% |
| Return on equity | 11.03% | 11.04% |
| Estimated price earnings at 31 December 2020 | 36.6 x | 33.6 x |
| * Consensus estimates FACTSET at 31 December 2020 |
STRATEC
Stratec designs and manufactures fully automated analyzer systems for its partners in the fields of in-vitro diagnostics (investigation of samples taken from the human body) and life sciences. Furthermore, the company offers integrated laboratory software and complex consumables for diagnostics applications. It operates through the following main segments: Instrumentation, Diatron (hematology and clinical chemistry) and Smart Consumables. The company was founded by Hermann Leistner in 1979 and is headquartered in Birkenfeld, Germany.
TECHNOTRANS
Technotrans is a system supplier in the field of liquid technology. The company's solutions include cooling, temperature control, filtration, pumping and spraying as well as measuring and mixing technology. It supplies to its traditional end-market, the printing industry, and to new industries such as laser, forming and tooling industries, energy storage and medical and scanner applications. The group is subdivided into two segments: within the business unit Technology it develops and sells equipment and systems. The Services segment includes parts supply, repair and installation services. Technical documentation (subsidiary gds) is also included in this segment. The company was founded in 1970 and went IPO in 1998. It is headquartered in Sassenburg, Germany.
| Stock market data | ||
|---|---|---|
| Stock price at 31 December 2020 | 122.80 | EUR |
| Market capitalisation at 31 December 2020 | 1,485 | m EUR |
| Performance in 2020 | 103.51% | in EUR |
| Financial data* | 2020 | 2021 |
| Estimated sales growth | 13.70% | 11.90% |
| Estimated earnings per share growth | 31.41% | 20.14% |
| Operational margin | 12.90% | 15.60% |
| Return on equity | 19.46% | 20.71% |
| Estimated price earnings at 31 December 2020 | 43.4 x | 36.1 x |
| * Consensus estimates FACTSET at 31 December 2020 |
| Stock market data | ||
|---|---|---|
| Stock price at 31 December 2020 | 25.00 | EUR |
| Market capitalisation at 31 December 2020 | 173 | m EUR |
| Performance in 2020 | 33.69% | in EUR |
| Financial data* | 2020 | 2021 |
| Estimated sales growth | -10.53% | 8.06% |
| Estimated earnings per share growth | -45.45% | 114.58% |
| Operational margin | 2.69% | 5.42% |
| Return on equity | 4.21% | 8.51% |
| Estimated price earnings at 31 December 2020 | 52.1 x | 24.3 x |
| * Consensus estimates FACTSET at 31 December 2020 |
TKH GROUP
TKH Group focuses on three market segments: Telecom Solutions, Building Solutions and Industrial Solutions. TKH's core technologies are vision & security, communications, connectivity and production systems. Telecom Solutions subdivides into Indoor telecom systems (home networking systems, broadband connectivity, IPTV software) and Fibre network systems (optical fibre cables). Building Solutions includes Vision & Security Systems (systems for CCTV, video/ audio analysis, intercom, central control room and retail security) and Connectivity Systems (cables and connectivity systems for transport, infrastructure and energy). Industrial Solutions consists of Connectivity Systems (cables and modules for medical, automotive and machinery) and Manufacturing Systems (tyre building, control systems and product handling systems). The company's roots go back to the year 1930.
TUBIZE
Financière de Tubize is a holding company and the reference shareholder that owns an interest of 35% of all shares issued by UCB. UCB is a biopharmaceutical company, focused on the discovery and development of medicines for diseases of the immune system or of the central nervous system. Products include Vimpat, Briviact and Keppra (epilepsy), Neupro (Parkinson's disease and restless leg syndrome), Cimzia (immunology) and Zyrtec (allergies).
| Stock market data | ||
|---|---|---|
| Stock price at 31 December 2020 | 39.54 | EUR |
| Market capitalisation at 31 December 2020 | 1,693 | m EUR |
| Performance in 2020 | -17.38% | in EUR |
| Financial data* | 2020 | 2021 |
| Estimated sales growth | -10.20% | 5.23% |
| Estimated earnings per share growth | -40.01% | 38.81% |
| Operational margin | 5.26% | 7.17% |
| Return on equity | 9.33% | 12.76% |
| Estimated price earnings at 31 December 2020 | 26.3 x | 18.9 x |
| * Consensus estimates FACTSET at 31 December 2020 |
| Stock market data | ||
|---|---|---|
| Stock price at 31 December 2020 | 82.60 | EUR |
| Market capitalisation at 31 December 2020 | 3,677 | m EUR |
| Performance in 2020 | 32.24% | in EUR |
| Financial data* | 2020 | 2021 |
| Estimated sales growth | ||
| Estimated earnings per share growth | ||
| Operational margin | ||
| Return on equity | ||
| Estimated price earnings at 31 December 2020 | ||
* Consensus estimates FACTSET at 31 December 2020
UMICORE
Umicore is a materials technology group with three business areas: The Catalysis group is one of the world's largest manufacturers of automotive emission control catalysts. This segment also includes precious metals chemistry. Energy & Surface Technologies produces rechargeable battery materials, electro-optic materials, thin film products, electroplating and cobalt and specialty materials and includes the 40% stake in Element Six Abrasives. The Recycling segment is the world's largest recycler and refiner of complex materials containing precious metals. Precious metals management (trading, leasing, hedging), battery recycling and jewellery & industrial metals as well as technical materials are included in this segment. Umicore's roots go back to the year 1805. The company is headquartered in Brussels.
WOLTERS KLUWER
Wolters Kluwer provides information, software, and services for professionals such as clinicians, accountants, lawyers, and for tax, finance, audit, risk, compliance, and regulatory sectors. It operates through the following segments: Health; Tax and Accounting; Governance, Risk and Compliance; and Legal and Regulatory. The company was founded by Jan-Berend Wolters and Æbele Everts Kluwer in 1836 and is headquartered in Alphen aan den Rijn, the Netherlands.
| Stock market data | ||
|---|---|---|
| Stock price at 31 December 2020 | 39.29 | EUR |
| Market capitalisation at 31 December 2020 | 9,681 | m EUR |
| Performance in 2020 | -9.84% | in EUR |
| Financial data* | 2020 | 2021 |
| Estimated sales growth | -3.60% | 12.52% |
| Estimated earnings per share growth | -6.15% | 21.07% |
| Operational margin | 14.82% | 15.26% |
| Return on equity | 10.99% | 12.31% |
| Estimated price earnings at 31 December 2020 | 32.2 x | 26.6 x |
* Consensus estimates FACTSET at 31 December 2020
| Stock market data | ||
|---|---|---|
| Stock price at 31 December 2020 | 69.06 | EUR |
| Market capitalisation at 31 December 2020 | 18,475 | m EUR |
| Performance in 2020 | 8.93% | in EUR |
| Financial data* | 2020 | 2021 |
| Estimated sales growth | -0.22% | 0.51% |
| Estimated earnings per share growth | 3.45% | 4.00% |
| Operational margin | 23.95% | 24.34% |
| Return on equity | 34.09% | 33.63% |
| Estimated price earnings at 31 December 2020 | 23.0 x | 22.1 x |
| * Consensus estimates FACTSET at 31 December 2020 |
Explanatory notes to Stock market data and financial data:
Stock price on December 31st 2020: Closing price of the stock in local currency on the last trading day of 2020.
Market capitalisation on December 31st 2020: Stock market capitalisation of the company, in euros, on the last trading day of 2020, Market capitalisation is calculated as the total number of shares outstanding multiplied by the stock price.
Performance in 2020: Total share performance of the stock in local currency, being the increase of the stock price plus the dividend yield (reinvested). These stock market data are based on or calculated by Bloomberg.
Estimated sales growth: Percentage rise of the estimated sales (turnover) of the year compared to the previous year.
Estimated earnings per share growth: Percentage rise of the estimated earnings per share of the year compared to the previous year, Earnings per share is generally calculated by analysts as net profit, possibly corrected for non recurring elements, divided by the average number of outstanding shares of the year.
Operating margin: Estimated operating profit (or profit before financial income and costs and before taxes), possibly corrected for non recurring items, divided by the estimated sales (turnover) of the year.
Return on equity: Estimated earnings per share of the year, divided by the average estimated equity per share of the year, This ratio is an indicator for the profitability of the company.
Estimated earnings per share ratio: Stock price at December 31st 2020 divided by the estimated earnings per share of the year.
All financial data are based on the database of Factset, which calculates consensus figures based on collected estimates from analysts, The estimates are not necessarily in accordance with possible estimates from the company involved, All figures are as estimated on December 31st 2020.
Investments in unquoted companies
Market environment
From a macro-economic perspective, venture capitalists follow the general economic sentiment and changes in the stock markets. The trends, especially those in venture capital, where valuations are more irregular and less predictable, are subject to more shocks, and generally lag somewhat behind stock market developments.
In 2020, venture capital funds raised a record high of € 19.6 billion, an increase of 35.2% on an annual basis. The number of closed venture capital funds also increased compared to last year. Fund raising processes have been successfully adapted to remote working and travel restrictions.
Despite the COVID-19 outbreak and lockdowns across Europe, € 42.8 billion was invested in 2020, an increase of 14.8% on an annual basis compared to the previous record in 2019. A remarkable achievement given the macroeconomic damage caused by the pandemic.
After a dramatic first quarter in 2020, the European exit market rebounded as the year progressed, with one of the strongest quarterly performances ever in the fourth quarter. In 2020, the total exit value related to venture capital funds was € 18.6 billion, an increase of 13.9% on an annual basis. The pandemic opened up opportunities for certain industries such as healthcare and technology, with a particular focus on sectors such as biotech & pharma, cybersecurity and e-commerce.
PORTFOLIO
Despite COVID-19, 2020 was a relatively good year for the unlisted investments in Quest for Growth's portfolio. Quest for Growth made two new co-investments with Capricorn venture capital funds, plus there was the sale of BlueBee Holding.
Following the sale of Epigan nv to Soitec in 2019, a co-investment with Capricorn Cleantech Fund, the escrow was received in the second quarter of 2020.
Sequana Medical, one of Quest for Growth's co-investments with the Capricorn Health-tech Fund, raised 27.5 million euros in a successful IPO in February 2019. The shares owned by Quest for Growth were subject to a 365-day lock-up and were sold after this lock-up period. In the first quarter of 2020, Quest for Growth participated with an investment of 2 million euros in a growth financing round of more than 10 million euros in the company Prolupin GmbH. This is a co-investment with the Capricorn Sustainable Chemistry Fund, a venture capital fund in which Quest for Growth also invests.
Illumina, Inc. announced the acquisition of BlueBee in June. Since March 2016 this company has belonged to the portfolio of Capricorn ICT Arkiv, in which Quest for Growth participates. Since December 2017, Quest for Growth has also been a direct investor in BlueBee. The sale of BlueBee had a significant positive impact on Quest for Growth's net asset value.
During the third quarter of 2020, Quest for Growth made a new investment of € 2 million in the growth company EclecticIQ. This is a co-investment with the Capricorn Digital Growth Fund, a venture capital fund in which Quest for Growth also invests.
Quest for Growth also made follow-up investments in Miracor Medical (a direct investment since 2018), Sensolus, NGData and Scaled Access. The latter three are co-investments with Capricorn ICT Arkiv.
In 2021, the portfolio is expected to further build on investments in unquoted companies and venture capital funds.
Business profiles of unquoted companies
HALIODX
HalioDx (Marseille, France) is an immuno-oncology diagnostic company providing oncologists with first-in-class Immune-based diagnostic products and services to guide cancer care and contribute to precision medicine in the era of immuno-oncology and combination therapies. HalioDx has an experienced team of more than 130 employees, a CLIA laboratory and compliant facilities to develop, manufacture, register and market in vitro diagnostic (IVD) products.
| Sector: | Medical Services and Equipment |
|---|---|
| Initial investment | 22/12/2017 |
| www.haliodx.com |
MIRACOR
Miracor Medical, located in Awans, Belgium, provides innovative solutions for the treatment of severe cardiac diseases, aiming to improve short- and long-term clinical outcomes and reduce associated costs. Miracor Medical develops the PiCSO Impulse System, the first and only coronary sinus intervention designed to reduce infarct size, improve cardiac function and potentially reduce the onset of heart failure following acute myocardial infarction.
| Sector: | Medical Services and Equipment |
|---|---|
| Initial investment | 23/07/2018 |
| www.miracormedical.com |
Direct investments Co-investeringen Capricorn fondsen
C-LECTA
c-LEcta is a fully integrated biotechnology company based in Leipzig, Germany, with focus on enzyme engineering and application in regulated markets like food and pharma. The company is well diversified and covers a large part of the value chain from discovery to engineering to the commercial production of enzymes as well as the manufacturing of other high-quality biotechnology products, either as in-house developments or in close cooperation with industry. With a focus on regulated markets such as food, c-LEcta has conducted more than 30 enzyme engineering projects with a success rate of >90% during the last 5 years.
| Sector: | Materials |
|---|---|
| Initial investment | 06/08/2018 |
| www.c-lecta.com |
ECLECTICIQ
EclecticIQ is a global threat intelligence, hunting and response technology provider. Its clients are some of the most targeted organizations, globally. To build tomorrow's defences today, these organizations have to understand the threats against them – and align their efforts and investments to mitigate their risks. EclecticIQ helps governments, large enterprises and service providers effectively manage threat intelligence, create situational awareness and adopt an intelligence-led cybersecurity approach. The company extended its focus towards hunting and response with the acquisition of Polylogyx's end-point technology in 2020. Founded in 2014, EclecticIQ operates globally with offices across Europe, North America, and via certified value-add partners.
| Sector: | Software & services |
|---|---|
| Initial investment | 22/09/2020 |
| www.eclecticiq.com |
NG DATA
NGDATA, headquartered in Ghent, Belgium, is a Customer Intelligence Management Solutions Company that enables enterprises to radically improve the effectiveness of their marketing campaigns, increase up-sell and reduce churn. The company delivers the solution under the name of Lily Enterprise. Lily breaks down data silos to create a single customer view that consists of 1000s of built-in industry specific metrics to build a detailed record of each individual customer's behaviour. With this Customer DNA view, one can generate a complete understanding of the customer for more effective results e.g. by highly personalized targeted product offers and content.
| Software & services |
|---|
| 04/12/2017 |
PROLUPIN
Prolupin is a spin out from the Fraunhofer-Institut für Verfahrenstechnik und Verpackung (IVV) in Munich with deep scientific expertise and a patent protected process for producing protein isolates from lupines. The company produces and markets a range of purely plant-based non-dairy alternatives to yoghurts, milks, ice creams and cheeses to address the growing demand for tasty plant based foods for consumers focused on health and sustainability.
| Sector: | Materials |
|---|---|
| Initial investment | 11/03/2020 |
| www.prolupin.com |
SCALED ACCESS
The Leuven based company Scaled Access offers a unique cloudbased platform to manage access to digital services. While the miaa platform responds to modern needs of privacy, it offers solutions in a sharing economy. miaa Guard already implemented its platform throughout the world from India to Poland and from France to the U.S for renowned clients such as Coca-Cola, Mars, Johnson & Johnson, Merck and the NBA. Closer to home, Scaled Access has been involved with smart ticketing at bus company De Lijn and the manufacturer of internet-of-things Hager.
| Sector: | Software & services |
|---|---|
| Initial investment | 14/12/2018 |
| www.scaledaccess.com |
SENSOLUS
Sensolus is an Industrial Internet-of-Things company, based in Ghent, Belgium. Sensolus brings value to the supply chain & asset monitoring processes of their clients by offering end-to-end IoT solutions. By combining smart sensors, low-power communication networks and cloud analytics Sensolus reduces operational costs and increases asset up- and usage time. Sensolus solutions are internationally recognized as being extremely energy-efficient, easy to install, operational scalable and very reliable in industrial environments.
| Sector: | Software & services |
|---|---|
| Initial investment | 28/09/2017 |
| www.sensolus.com |
Investments in venture capital funds
CAPRICORN CLEANTECH FUND
On 8 February 2008, Quest for Growth entered into a commitment to eventually invest 2.5 million euros in Capricorn Cleantech Fund. By 31 December 2015 the full commitment had been called up. In 2017, Quest for Growth took over another investor's holding in Capricorn Cleantech Fund. Quest for Growth's somewhat limited holding in the fund, of around 2%, was thus raised to more than 10%.
The Capricorn Cleantech Fund invested in 16 companies in the cleantech sector.
This fund's investment period has been over for a while and now the main focus is on subsequent investments in existing portfolio companies and effecting exits of the four remaining participations.
The increase in the share price of Avantium compared to the share price at year-end 2019 as well as the escrow received in the second quarter of 2020 following the exit of Epigan in 2019 had a positive valuation impact on Capricorn Cleantech Fund.
CAPRICORN HEALTH-TECH FUND
On 22 December 2010 Quest for Growth entered into a commitment to eventually invest 15 million euros in Capricorn Health-tech Fund, of which 12 million euros had been called up by 31 December 2018. On 18 December 2015, the fund's investment period concluded, meaning that no new investments could thereafter be added to the fund's portfolio. The available funds can now only be used for subsequent investments in existing portfolio companies.
The fund invested in 11 companies. Six of these remained in the portfolio at the end of December 2020.
Sequana Medical raised 27.5 million euros in a successful IPO in February 2019. The majority of shares held by Capricorn Healthtech Fund were subject to a 360-day lock-up. Following the expiry of the lock-up agreement, on 20 February 2020, the Sequana Medical shares were distributed to the shareholders of the Capricorn Healthtech Fund through a capital reduction in kind. The Sequana shares that Quest for Growth received have also been sold.
Following the successful exit of Ogeda in 2017, which has been part of the Capricorn Health-tech Fund portfolio since 2015, the second escrow was received in May 2020. The fund has therefore implemented a capital reduction.
The term of the Capricorn Health-tech Fund has been extended by two years.
CAPRICORN ICT ARKIV
Op 18 December 2012 Quest for Growth entered into a commitment to eventually invest 11.5 million euros in Capricorn ICT Arkiv. By 31 December 2020, no less than 9,453,075 euros of that had been called up. The fund's investment period ended on 18 December 2018. This means that after this date no new investments could be added to the fund portfolio. The available funds can be used only to make follow-up investments in the existing portfolio companies. The fund invested in twelve portfolio companies, of which eight were still active at the end of 2020.
At Capricorn ICT Arkiv, the successful exit of BlueBee Holding took place in the second quarter of 2020. Since March 2016, BlueBee has been in the portfolio of Capricorn ICT Arkiv, in which Quest for Growth participates. Since December 2017, Quest for Growth has also been a direct investor in BlueBee. Founded in 2011, BlueBee has evolved into a supplier of a rapidly adaptable genomics platform, enhancing the value of omics technologies and services. BlueBee enables its partners – suppliers of molecular assays, large-scale clinical and research service providers, and biopharma – to upscale globally by delivering a production-ready, robust infrastructure that is both compliant with regulations and user-driven. After the exit from the investment in Cartagenia in 2015 and that from Noona Healthcare in 2018, this transaction is the third successful exit of Capricorn ICT Arkiv. In May of this year, the escrow from Noona Healthcare related to the exit in 2018 was also received.
Capricorn ICT Arkiv made a follow-up investment in Indigo Diabetes. This company has completed a € 38 million funding round to further develop its promising Multi-Biomarker Sensor for people with diabetes. In September 2020, Sensolus, a Belgian company that enables companies to track idle assets in supply chains and industrial production, completed a funding round of € 3.5 million. The fund also made some follow-up investments in existing portfolio companies.
CAPRICORN SUSTAINABLE CHEMISTRY FUND
On 16 December 2016, Quest for Growth entered into a commitment to eventually invest 15 million euros in Capricorn Sustainable Chemistry Fund. On 14 December 2018, the fund was successfully concluded with 86.5 million euros and Quest for Growth increased its investment commitment to 20 million euros. By 31 December 2020, some 7 million euros (32%) of that had been called up. The fund raised 48.2 million euros with its first closing.
Capricorn Sustainable Chemistry Fund is oriented towards growth potential created by an urgent need for new raw materials, innovative and sustainable processes, smarter functional materials, food and feedstuff production, fibres and aircraft fuel. The fund's aim is to combine financial returns with a material contribution to the development of sustainable, new raw materials and chemical and advanced materials, processes and products. The fund will be oriented towards investment potential in Europe and North America and will also take on board opportunistic investments in other world regions. It will invest in companies with a sustainable product, process of business model.
In addition to the existing portfolio of 4 companies, the Capricorn Sustainable Chemistry Fund made 3 new investments in 2020: Prolupin, Void Polymers and Zeopore Technologies.
During the first quarter of 2020, the fund invested € 5 million in Prolupin. Prolupin is an innovative company specialising in plantbased proteins and based in Grimmen, Germany. Since the market launch of its brand name 'Made with LUVE' in 2015, the company has firmly established itself in the German-speaking retail market with its selection of high-quality plant-based milk replacement products, including various types of lupine-based yogurts, milk, ice cream and cream cheese. The firm manages the entire value chain from the purchase of lupine raw material to delivering the branded consumer products to retail chains. Its core technological competence is the scale production of lupine protein isolate. The new funding round will allow Prolupin to grow further, through tapping into the mass market, international expansion and increasing its plant-based product offering both directly to consumers and through a businessto-business approach.
Based in London and Appleton (USA), Void Polymers offers an additive to polymerisation master batches that create nano-holes when making polymer films. This directly saves material resources by reducing density, while improving other properties. These new plastic products, made with VO +, are lighter, stronger and more durable.
Zeopore Technologies, a KULeuven spinout, is a leading Belgian technology developer active in the development and commercialisation of cost-effective mesoporous zeolites for catalytic applications. The funding will be used to accelerate the commercialisation of mesoporous zeolites in refining and petrochemical processes, to expand the industrial catalytic testing infrastructure and to further build knowledge regarding new opportunities in the chemical conversion of renewable raw materials, such as biomass and plastic waste. The increase in catalytic efficiency through the Zeopore technology platform makes it possible to achieve a significant CO2 reduction in the existing petrochemical industry. This direct impact, in combination with the potential to play an essential role in future developments around renewable raw materials, makes Zeopore technology very relevant in the transition to a carbon-neutral industry.
The Capricorn Sustainable Chemistry Fund also made a follow-up investment in Virovet, DMC Technologies and Black Bear Carbon.
CAPRICORN DIGITAL GROWTH FUND
On 28 June 2019, Quest for Growth committed to an investment over time of €15,000,000 in the Capricorn Digital Growth Fund. On 31 December 2020, €3,750,000 of this was called up. Following the initial closing in June 2019, there were also two interim closings of the Capricorn Digital Growth Fund in 2020, raising capital to more than € 55 million. The fund is still open for further fund raising.
The fund focuses on investing in data-driven companies, and concentrates on the growing number of investment opportunities based on the trend of converting data into insights that prompt action ('actionable insights') on the one hand, and the upcoming use of artificial intelligence and data science technologies on the other. In this context, the investment team will focus primarily on applications in two fields: Digital Health and Industry 4.0. In geographic terms, the Capricorn Digital Growth Fund will concentrate on investment opportunities in Europe. The fund invests across the entire financing continuum, from start-up to scale-up.
The Capricorn Digital Growth Fund made its first 3 investments in 2020.
The fund made its first investment in the Dutch AI company Gradyent. Gradyent was founded in early 2019 by a team of experienced entrepreneurs with years of national and international experience in energy, tech and artificial intelligence (AI). This, combined with the expected positive environmental impact and significant market potential of their AI-powered heating network solution, makes Gradyent a highly attractive investment target.
In the third quarter of 2020, Capricorn Digital Growth Fund made a second investment in Indigo Diabetes, a co-investment with Capricorn ICT Arkiv. Indigo Diabetes nv, a young high-tech medical device company developing medical solutions using nanophotonics, completed a € 38 million Series B funding round to further develop its promising Multi-Biomarker Sensor for people with diabetes. The new investment round enables Indigo Diabetes to prepare and initiate the clinical trial phase. The small sensor chip is designed to be inserted under the skin and continuously measures glucose and ketones in people with diabetes. The latter is a global first and aims to be able to detect life-threatening situations more quickly by both users and their caregivers. At the same time, the invisible sensor aims to provide patients with a substantially improved quality of life.
In addition, Capricorn Digital Growth Fund invested in EclecticIQ (a co-investment with Quest for Growth). EclecticIQ is a global technology provider in cyber threat intelligence, hunting and incident response. The funding will be used to intensify its services to governments, large corporations and service providers, extend EclecticIQ's portfolio, and to strengthen the company's global base. With this investment, EclecticIQ accelerates the strategic transition from a leading threat intelligence platform provider to an innovative global cybersecurity leader.
Business profiles of venture capital funds CAPRICORN CLEANTECH FUND
Capricorn Cleantech Fund is a venture capital fund with initially € 112 million of capitalisation that invests in companies operating in fields such as renewable energy, energy efficiency, sustainable transportation and renewable raw and other materials. The fund is managed by Capricorn Partners.
Quest for Growth has invested initially € 2,500,000 (about 2.2%). In 2017, Quest for Growth acquired a further 8.9% in the fund via a trade & sale transaction.
Capricorn Cleantech Fund is fully invested.
Avantium is a leading technology company in the area of advanced highthroughput R&D operating in the energy, chemicals and cleantech industries. The company develops products and processes to produce biofuels and bio-based chemicals by applying its proprietary, high-throughput R&D technology. Based on this expertise, Avantium developed a novel process for the creation of commercial PEF, a novel 100% biobased polyester. Avantium contributed this development to the creation of a joint venture with BASF for the industrialization of the PEF production process in Antwerp, Belgium. The company's headquarters and laboratories are located in Amsterdam, in the Netherlands. The company has been listed on Euronext Amsterdam (AVTX-NL) since 14 March 2017.
CAPRICORN HEALTH-TECH FUND
Capricorn Health-tech Fund is a venture capital fund investing in companies operating in fields such as biopharmaceuticals, medical technology and diagnostics. The fund has € 42 million available for investment and is managed by Capricorn Partners.
Quest for Growth has already invested € 13,200,000 (88 %) as part of a total investment of € 15,000,000.
Confo Therapeutics has been founded as a VIB-VUB spin out by VIB and Capricorn Health-tech Fund (CHF). The technology developed by Prof Steyaert has the potential to become the standard in GPCR (G-protein coupled receptor) drug discovery. It allows to screen on active confirmations of drug targets, which is a substantial advantage to existing platforms. GPCRs are largely viewed as one of the most attractive drug target class. A significant number of GPCRs targets are yet to be commercially exploited.
Diagenode is a leading global provider of complete solutions for epigenetics research, biological sample preparation, and diagnostics assays based in Liège, Belgium and Denville, NJ, USA. The company has developed both shearing solutions for a number of applications as well as a comprehensive approach to gain new insights into epigenetic studies. From Diagenode's founding in 2003 in Liège as a local biotechnology start-up, the company has expanded rapidly. Diagenode has opened its US branch in 2006 and developed a global distribution and partnering network including relationships in Japan and other Asia-Pacific countries. Diagenode has been profitable since its inception. The company has planned to extensively develop its range of innovative products in both epigenetics and infectious diseases markets.
Based on its innovative, proprietary STAR® material, iSTAR Medical is developing a pipeline of devices to treat patients with open angle glaucoma by constantly reducing intraocular pressure (IOP). STARfloTM, the company's proof-of-concept device, is a microporous drainage system made of STAR material that increases the eye's natural uveoscleral outflow. Leveraging on the positive experience with STARflo, MINIjectTM is an ab interno MIGS device which has been developed in close collaboration with some of the world's leading scientific and clinical advisors.
Mainstay is a European medical device company focused on bringing to market an innovative implantable neurostimulation system, ReActiv8®, for people with disabling Chronic Low Back Pain.
This unique therapeutic device is estimated to have enormous potential and has been approved by both the European authorities and the FDA. The company is headquartered in Dublin, Ireland. Mainstay Medical has subsidiaries operating in Ireland, the United States, Australia and Germany.
Nexstim is a neuromodulation company developing and marketing pioneering targeted brain stimulation systems based on the SmartFocus® TMS technology, for both therapeutic (NBT® system) and diagnostic (NBS system) applications. The world-leading SmartFocus® TMS technology platform originates from the NBS system, developed for use in pre-surgical mapping of the brain, and forms the basis of our NBT® system, which is the core focus and has the potential to be used in the treatment of a number of major neurological and psychiatric indications.
The technology is unique and allows for highly accurate targeting of stimulation through its 3D navigation system, personalised based on a patient's MRI scan. When used in therapy, the TMS (transcranial magnetic stimulation) dose is personalised and all information on dose and navigation is stored, allowing for treatments to be repeated with guaranteed precision at the correct location. They are developing and commercialising the Navigated Brain Therapy (NBT®) system for use in depression and chronic pain.
TROD Medical is developing a new approach to the treatment of prostate cancer. Prostate operations are often tricky interventions, which can result in unpleasant side effects such as impotence and incontinence. TROD Medical has developed a new instrument allowing closely targeted treatment of the areas affected by cancer, thus minimising the chances of side effects. The technique is currently undergoing clinical validation.
CAPRICORN ICT ARKIV
Capricorn ICT Arkiv was set up on 18 December 2012. The fund has € 33 million available for investment and is managed by Capricorn Partners. Capricorn ICT Arkiv's main focus lies in Digital Healthcare & Big Data, thus capitalising on increasingly vociferous calls to fund promising, innovative ICT projects in the Flemish healthcare, pharma and biotech industry.
Quest for Growth has already invested € 9,453,075 as part of a total investment of € 11,500,000.
FEops, a Ghent University spin-off founded in 2009, has developed novel simulation technology that provides unique insights to cardiovascular device manufacturers and physicians. The most advanced application is a cloud based CE-marked pre-operative planning service for Transcatheter Aortic Valve Implantation (TAVI). The simulation platform is designed to assist clinicians in preoperatively assessing the effect of device-and-host interaction, with the ultimate goal of predicting and preventing complications of transcatheter-based structural heart interventions.
Arkite develops and markets the Human Interface Mate (HIM), an augmented reality technology to assist production operators. HIM uses a 3D sensor and a projector to inform, teach and guide the operator in his working area during the operational process. Human Interface Mate (HIM) is the ultimate "Virtual Guardian Angel". HIM is looking over the shoulder of the manufacturing operator warning as soon as a wrong operation is in progress and navigating towards standardized work. HIM reduces the Cost of Poor Quality, increases work efficiency by reducing control operations and creates the possibility for a two way information with the rest of the plant. HIM works contactless based on 3D sensor technology with smart software.
Icometrix develops advanced medical imaging tools to analyse MRI and CT scans of the human brain. Their automated analyses provide complementary information to what can be detected on scans with the naked eye. Brain imaging biomarkers are features that can be detected on a medical brain scan (visually or by computerized analyses). icoBrain provides precise numbers for brain atrophy and lesion volume, which may reveal disease activity, before the appearance of symptoms and disability. icoBrain is offered as Software as a Service (SaaS). Icometrix was founded in 2011 by Dirk Loeckx and Wim Van Hecke as the first spin-off of the Universities and University Hospitals of both Leuven and Antwerp. Since 2013, Icometrix is IS9001 and ISO 13485 (medical device) certified. Its first product MSmetrix has received CE marking in March 2015 and FDA approval in August 2016 (under the name 'icobrain').
indigo Diabetes, a spin-off from Ghent University and imec, is developing a long-term implantable optical CGM sensor (CGM = continuous glucose monitoring). Indigo's solution answers the users' need for a hassle-free, invisible CGM without a body-worn device and addresses the physician's quest for a multi-biomarker sensor enabling personalized diabetes management.
LindaCare, a Belgian based start-up company, is specialised in the development of integrated telemonitoring software solutions for chronic disease management. The initial focus of LindaCare are patients with chronic heart failure (CHF) and cardiac arrhythmia, equipped with Cardiac Implanted Electronic Devices (CIED) for Cardiac Rhythm Management (CRM). The solution will subsequently be extended to other chronic disease domains integrating a wide range of tele-monitored medical devices.
NGDATA, headquartered in Ghent, Belgium, is a Customer Intelligence Management Solutions Company that enables enterprises to radically improve the effectiveness of their marketing campaigns, increase up-sell and reduce churn. The company delivers the solution under the name of Lily Enterprise. Lily breaks down data silos to create a single customer view that consists of 1000s of built-in industry specific metrics to build a detailed record of each individual customer's behaviour. With this Customer DNA view, one can generate a complete understanding of the customer for more effective results e.g. by highly personalized targeted product offers and content.
The Leuven based company Scaled Access offers a unique cloudbased platform to manage access to digital services. While the miaa platform responds to modern needs of privacy, it offers solutions in a sharing economy. miaa Guard already implemented its platform throughout the world from India to Poland and from France to the U.S for renowned clients such as Coca-Cola, Mars, Johnson & Johnson, Merck and the NBA. Closer to home, Scaled Access has been involved with smart ticketing at bus company De Lijn and the manufacturer of internet-of-things Hager.
Sensolus is an Industrial Internet-of-Things company, based in Ghent, Belgium. Sensolus brings value to the supply chain & asset monitoring processes of their clients by offering end-to-end IoT solutions. By combining smart sensors, low-power communication networks and cloud analytics Sensolus reduces operational costs and increases asset up- and usage time. Sensolus solutions are internationally recognized as being extremely energy-efficient, easy to install, operational scalable and very reliable in industrial environments.
CAPRICORN SUSTAINABLE CHEMISTRY FUND
On 16 December 2016 the Capricorn Sustainable Chemistry Fund was set up. After the second closing on 14 December 2018 the fund has € 86.5 million available for investments. Capricorn Sustainable Chemistry Fund focuses mainly on growth potential created by an urgent need for new raw materials, innovative sustainable processes, smarter functional materials, foodstuffs and animal feed production, fibres and aircraft fuels.
Quest for Growth has already invested € 7,000,000 as part of a total investment of € 20,000,000.
c-LEcta s a fully integrated biotechnology company based in Leipzig, Germany, with focus on enzyme engineering and application in regulated markets like food and pharma. The company is well diversified and covers a large part of the value chain from discovery to engineering to the commercial production of enzymes as well as the manufacturing of other high-quality biotechnology products, either as in-house developments or in close cooperation with industry. With a focus on regulated markets such as food, c-LEcta has conducted more than 30 enzyme engineering projects with a success rate of >90% during the last 5 years.
The Dutch company Black Bear Carbon, founded in 2010, has developed a unique, energy positive process for producing the world's first Cradle to Cradle certifiedTM carbon black from tires. The company's long-term goal is to upcycle all waste tires into valuable products.
The American company DMC facilitates the sustainable and cheaper transformation of multiple products based on a novel, patentpending technology. The rapid engineering of robust microbial hosts enables the production of a broad diversity of specialty chemicals, flavours, fragrances, nutraceuticals, natural products, pharmaceuticals, and APIs.
Prolupin is a spin out from the Fraunhofer-Institut für Verfahrenstechnik und Verpackung (IVV) in Munich with deep scientific expertise and a patent protected process for producing protein isolates from lupines. The company produces and markets a range of purely plant-based non-dairy alternatives to yoghurts, milks, ice creams and cheeses to address the growing demand for tasty plant based foods for consumers focused on health and sustainability
VOID is a groundbreaking materials science company spun out of Kimberly-Clark to commercialise the VO+ technology. Their business model is based on supplying VO+ additive masterbatches to film manufacturers. VOID is headquartered in London, UK and has R&D and manufacturing in Wisconsin, USA. VOID provides significant direct material reduction for the manufacturing of PE film based packaging materials, while at the same time improving its properties.
ViroVet is a biopharmaceutical company with a clear objective to develop innovative technologies to improve the health and value of livestock. The company is headquartered in Heverlee near Leuven, Belgium and continues to build on the livestock assets and knowhow that it has accumulated since 2008 while adding new products, including vaccines, to the pipeline.
Zeopore Technologies, a spin-off from the University of Leuven (KU Leuven, Belgium), has developed a proprietary mesoporisation technology and extensive know-how on improving the effectiveness of zeolites in refining and petrochemical catalytic reactions and other applications. Its key differentiator is the ability to retain the intrinsic properties of the zeolite, while performing the mesoporisation via an industrially and economically viable process.
CAPRICORN DIGITAL GROWTH FUND
The Capricorn Digital Growth Fund was established on 28 June 2019. The fund has € 55 million available for investments and is still open for further fund raising. The fund is managed by Capricorn Partners. Capricorn Digital Growth Fund focuses on investments in data-driven companies and concentrates on the growing number of investment opportunities based on the trend to convert data into actionable insights on the one hand and the emerging use of artificial intelligence and data science techniques on the other. In this context, the investment team will mainly focus on applications in two areas: Digital Health and Industry 4.0.
Quest for Growth has already invested € 3,750,000 of the pledged amount of € 15,000,000.
Gradyent has developed a cloud solution to manage and optimize district heating networks. Its product offers a digital twin of heating networks allowing to visualize and optimize the district heat delivery through AI. This way Gradyent's customers can operate their heating delivery networks more efficiently resulting in cost benefits, more flexibility and reduced CO2 emissions.
EclecticIQ is a global threat intelligence, hunting and response technology provider. Its clients are some of the most targeted organizations, globally. To build tomorrow's defences today, these organizations have to understand the threats against them – and align their efforts and investments to mitigate their risks. EclecticIQ helps governments, large enterprises and service providers effectively manage threat intelligence, create situational awareness and adopt an intelligence-led cybersecurity approach. The company extended its focus towards hunting and response with the acquisition of Polylogyx's end-point technology in 2020. Founded in 2014, EclecticIQ operates globally with offices across Europe, North America, and via certified value-add partners.
Indigo Diabetes, a spin-off from Ghent University and imec, is developing a long-term implantable optical CGM sensor (CGM = continuous glucose monitoring). Indigo's solution answers the users' need for a hassle-free, invisible CGM without a body-worn device and addresses the physician's quest for a multi-biomarker sensor enabling personalized diabetes management.
Other funds
CARLYLE EUROPE TECHNOLOGY PARTNERS (CETP II)
(Carlyle Europe Technology Partners) is managed by subsidiaries of the Carlyle Group, which is one of the largest and most experienced global private equity companies. CETP concentrates on investing in European companies, particularly in the technology, media and telecommunications sectors. The fund also focuses on buyouts in which potential portfolio companies can bear debt capitalisation, and on investing equity capital in companies with existing income flows, whether or not these are profitable ("later stage venture"). Quest for Growth has co-invested in a large number of CETP's portfolio businesses via Carlyle Europe Technology Partners Co-investment, LP.
LSP III & LSP IV
Life Sciences Partners (LSP) is one of the largest specialist European investors in the healthcare and biotechnology sector. Since the end of the 1980s, LSP's management has invested in a large number of very innovative companies, many of which have grown into leading firms in the global life sciences sector. LSP has offices in Amsterdam (the Netherlands), Munich (Germany) and Boston (USA).
ESG REPORT
Standards
Introduction
Quest for Growth integrates environmental, social and governance (ESG) considerations into in its investment strategy.
Capricorn Partners, the management company of Quest for Growth, has established an ESG Policy. In this ESG Policy, Capricorn commits to integrate ESG factors and responsible investment risks and opportunities not only into the selection of the investment areas of the different funds, but also into the investment processes, the due diligence of the target portfolio companies, as well as into active ownership. In this ESG report, Quest for Growth reports how it manages the integration of ESG factors in the investment business.
We are adhering to the more general (i) Ten Principles of UN Global Compact and (ii) UN sustainable development goals (the "UN SDG Goals"), to the (iii) UN Principles for Responsible Investment (the "PRI Principles") and more concrete to the guidelines prescribed in (iv) the ESG Due Diligence Guidance for Private Equity Investment Teams and their Portfolio Companies of Invest Europe.
Ten Principles of the UN Global Compact
By incorporating the Ten Principles of the UN Global Compact into its own policies and procedures and establishing a culture of integrity based on the same principles into its portfolio companies, Capricorn is not only upholding its basic responsibilities to people and planet, but is also setting the stage for long-term success. Capricorn itself and its portfolio companies will at least meet the following fundamental responsibilities in the areas of human rights, labor, environment and anti-corruption.
Human Rights
Principle 1: Businesses should support and respect the protection of internationally proclaimed human rights;
Principle 2: make sure that they are not complicit in human rights abuses.
Labour
Principle 3: Businesses should uphold the freedom of association and the effective recognition of the right to collective bargaining;
Principle 4: the elimination of all forms of forced and compulsory labour;
Principle 5: the effective abolition of child labour;
Principle 6: the elimination of discrimination in respect of employment and occupation.
Environment
Principle 7: Businesses should support a precautionary approach to environmental challenges;
Principle 8: undertake initiatives to promote greater environmental responsibility;
Principle 9: encourage the development and diffusion of environmentally friendly technologies.
Anti-Corruption
Principle 10: Businesses should work against corruption in all its forms, including extortion and bribery.
UN sustainable development goals (the "UN SDG Goals")
Quest for Growth also strives to have each investment made in a portfolio company to contributing to one or more of the following sustainable development goals which were developed by the United Nations to end poverty, protect the planet and bring prosperity to all by 2030:
UN Principles for Responsible Investment (the "PRI Principles")
In addition, where consistent with our fiduciary responsibilities towards our investors and relevant for the portfolio companies, Quest for Growth adheres as well to the following six principles of PRI Investing (the "Principles"):
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- We will incorporate ESG issues and risk factors into our investment analysis, due diligence and decision-making process. We are committed to ensure that in our investment policies, in the due diligence, in our investment decision process and in the monitoring of the investments, ESG factors are taken into account.
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- We will be active owners and incorporate ESG issues into our ownership policies and practices. We develop a responsible ownership by taking in principle a board seat in the private portfolio companies and by exercising voting rights in accordance with our Voting Policy which is part of our Code of Conduct. Good corporate governance is key to creating lasting value and we promote and protect shareholder rights consistent with longterm ESG considerations of good governance.
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- We will seek appropriate disclosure and reporting on ESG issues by the companies in which we invest. We will yearly report on the ESG issues and our ESG engagement towards our investors and, where relevant taking into account the size and business of the portfolio companies, report on qualitative and quantitative progress of the ESG factors in the portfolio companies.
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- We will promote acceptance and implementation of the Principles within the investment industry. Capricorn is an active member of Professional Standards Committee of Invest Europe promoting ESG investment principles by its members via different ways, such as the development of standard documents (for example the ESG due diligence questionnaire) or tools for benchmarking ESG integration. Being represented in the board of directors of Invest Europe and of the Belgian Venture Capital and Private Equity Association, Capricorn supports regulatory or policy developments that enable implementation of the Principles.
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- We will work together to enhance our effectiveness in implementing the Principles. We support and participate in conferences, networks and information platforms to share tools, pool resources and information as a source of learning.
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- We will report on our activities and progress towards implementing the Principles. As of the financial year 2018 Capricorn discloses in the annual reports of all its AIFs under management on the implement
ESG Due Diligence Guidance for Private Equity Investment Teams and their Portfolio Companies of Invest Europe
Finally, the ESG Due Diligence Guidance for Private Equity Investment Teams and their Portfolio Companies provides a summary of good practices available for LP's, GP's and portfolio company management teams to support them in identifying material ESG risks and opportunities during pre-investment screening and in addressing these during the ownership period. This Guidance also refers to the Invest Europe's Professional Standards Handbook which may be consulted on the website of Invest Europe.
Integration of ESG factors in the investment management
The Integration of ESG factors in the investment management takes place at four levels:
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- Thematic approach
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- ESG integration of ESG into due diligence, selection process and decision-making
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- Exclusion factors (negative screening)
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- Active ownership
Thematic approach
The first and most important element of integration of ESG into the investment strategy of Quest for Growth relates to its thematic approach. Quest for Growth invests in the 3 following themes, which have a positive impact on people and the planet:
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- "Digital technologies", through ICT (information and communication technology) companies in areas such as data management, connectivity and automation.
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- "Cleantech" through clean technology companies which deliver products or services for a cleaner or more efficient use of earth's natural resources, such as energy, water, air and raw materials. These companies can be active in areas such as renewable energy, energy efficiency, water treatment, waste management, pollution control and advanced materials.
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- "Health-tech", through healthcare companies that provide solutions to solve health problems, including the prevention, diagnosis and treatment of diseases or solutions that contribute to a better or more efficient health care sector.
ESG integration
For private portfolio companies and investments through the venture funds managed by Capricorn Partners, we conduct an indepth due diligence on the target companies, which is not limited to a market, technological, financial or business due diligence but also includes a due diligence on relevant ESG factors. Taking into account the particular transaction and investment circumstances, such as the geographical location, the size and stage of the target company, we use the relevant sections of the ESG Due Diligence Questionnaire of Invest Europe.
For quoted equity, Quest for Growth has integrated ESG factors in the portfolio construction and stock selection process. Next to financial criteria such as growth, financial strength and valuation,
it looks at non-financial and ESG criteria during the stock selection process. The ESG analysis is mainly based on internal analysis done through multiple methods including analysis of publications, contacts with analysts and contacts with the company. The analysis can be supported by external sources such as ESG broker research and ESG analysis and ratings from data providers.
Exclusion factors (negative screening)
Generally, Quest for Growth excludes investments in sectors and activities with major ESG risks. Exclusion factors refer to productbased exclusions and conduct-based exclusions. Venture funds may have specific exclusions set forth in the concerned shareholders' agreement as well.
Product-based exclusions include:
- production of weapons
- coal or coal-based energy production
- nuclear energy production
- non-conventional oil & gas production
- production and trade of tobacco
In its ESG Policy, Capricorn has set definitions and tolerance thresholds for these product-based exclusions.
Quest for Growth expects all its portfolio companies to adhere to the United Nations Global Compact. Consequently, it excludes companies with undesirable behaviour related to the areas of human rights, labour rights, environmental challenges and responsibilities and anti-corruption (conduct-based exclusions).
Active Ownership
The portfolios of Quest for Growth and the underlying portfolios of the venture funds managed by Capricorn Partners are actively managed.
For the venture funds managed by Capricorn Partners and coinvestments made by Quest for Growth in private companies, in principle, it is a condition of initial investment to be represented at the board of directors. The venture funds mostly invest in companies in their early stages which requires a coaching starting from the product-market-fit, to profitable business model and successful go-to-market, and then extends with further emphasis on corporate responsibility and governance as the company matures. As members of the board of a portfolio company or during the personal contacts with the management, we ask to work on an own corporate responsibility policy taking ESG related issues into account and to adopt a corporate governance which promotes good governance at the level of management and human resources.
In quoted equity, Quest for Growth is an active shareholder investing a major part of its assets under management in small to mediumsized growth companies in Europe. As such, the investment managers engage with portfolio companies during personal contacts with the management to discuss and promote ESGrelated issues. Engagement and voting policies are carried out and established with respect for the company values and people.
As management company, Capricorn exercises the voting rights attached to the securities in the portfolio in accordance with the principles and procedures laid down in its "Voting Rights Policy". The exercise of voting rights is a substantive way of declaring shareholders' intentions and fulfilling our fiduciary responsibilities and to ensure that corporate governance is exercised in an active way in accordance with the investment objectives and policy.
The list of shareholder meetings where voting rights were exercised are reported later in this ESG Report
ESG factors in investments in quoted companies
Thematic approach
Cleantech is the most obvious of the investment themes selected by Quest for Growth, in terms of contribution to a more sustainable planet. Quoted cleantech companies represent around 40% of the quoted equity portfolio of Quest for Growth, which is equal to approximately a quarter of the total net asset value of Quest for Growth. Main positions in this segment include Steico, Gurit and ABO Wind.
Digital technologies can help to improve people's working environments and technology and innovation can drive sustainable development of our community. Quoted companies in the portfolio active in this theme account for around half of the quoted portfolio, which represents around a third of the total net asset value. Some of these companies are also included in the themes Cleantech and Health-tech. Main positions in this segment include CEWE, TKH Group and Nedap.
Health-tech ensures healthy lives and contributes to the well-being of people. Quoted companies in the health-tech theme represent around a quarter of the quoted portfolio or more than 15% of the total net asset value. Main positions in this segment are Pharmagest, Tubize, Roche and Stratec.
Steico, the highest weighting of the fund at the end of 2020 is an excellent example of the positive impact that the portfolio companies have on the planet. Steico's insulation products do not only lead to energy efficiency in houses. Additionally, they are based on renewable sources, being wood, and the natural products help to have a healthy indoor climate. As such, the company's products strongly contribute to the following four UN sustainable development goals ("UN SDG Goals"):
Also new introductions into Quest for Growth in 2020 are in line with the thematic approach. We highlight Gurit and Mayr-Melnhof as two examples.
Gurit has been repositioning to focus even more on the wind energy sector. Products used in wind turbine blades now represent approximately 80% of revenues. The other activities also have a positive impact on climate. These include lightweight composite materials for aerospace which contribute to fuel consumption savings. Gurit is also a frontrunner in the use of recycled materials, with 100% of PET use coming from recycled materials since 2019.
Mayr-Melnhof, introduced in the portfolio in December, contributes to the efficient use of natural resources, reduction of waste and resource efficiency, through its main activity which is the recycling of waste paper into cartonboard (UN SDG Goals 12 and 9). Indirectly its activities help to control deforestation (UN SDG Goal 15):
ESG integration
In the integration of ESG factors in the portfolio construction and stock selection process, most of the companies in the quoted portfolio score well. As one of the elements we look at, companies with aligned interests with management through participation in the shareholder structure and these companies are overrepresented in the portfolio. Management quality, transparency, compensation policies, diversity and workforce development are among other social and governance elements which are taken in account in the selection and follow-up of the companies.
Exclusion factors (negative screening)
Regarding exclusion factors, no holdings in the portfolio have direct exposures to the excluded activities beyond the tolerance thresholds set. A few companies are indirectly involved in sectors and activities with ESG risks, but the activities of the companies qualifying for positive screening substantially outweigh the indirect exposure to activities with ESG risk.
Mayr-Melnhof has an indirect exposure as a supplier to the tobacco industry. However, the positive impact of its main recycling activities largely outweighs this indirect exposure, which is also expected to decline as a % of sales.
Exercise of voting rights
During 2020, Quest for Growth was represented by management company Capricorn Partners to vote on 9 shareholder meetings of quoted companies, of which 9 annual general meetings and no extraordinary general meetings. All meetings where Quest for Growth was represented are:
| TICKER | COUNTRY | MEETING | DATE | VOTING | COMMENT |
|---|---|---|---|---|---|
| MELEXIS | Belgium | AGM | 5/12/20 | X | voted in favour |
| JENSEN | Belgium | AGM | 5/19/20 | X | voted in favour |
| SAP | Germany | AGM | 5/20/20 | X | voted in favour |
| ALIAXIS | Belgium | AGM | 5/27/20 | X | voted in favour |
| LEM | Switzerland | AGM | 6/9/20 | X | voted in favour |
| STEICO | Germany | AGM | 6/25/20 | X | voted in favour |
| MELEXIS | Germany | AGM | 8/28/20 | X | voted in favour |
ESG factors in investments in unquoted companies and venture capital funds
The integration of ESG factors into the investment management of unquoted companies also takes place on the already mentioned four levels. As a concrete example we highlight our investment in c-LEcta.
c-LEcta
c-LEcta is a globally recognized supplier of innovative enzyme based products for the pharma and food industry. The company's cutting edge enzymes and production technologies enable the production of novel functional food ingredients with immediate health benefits. The company is working with top tier pharma companies that use their enzymes to develop and produce new drugs and drug candidates, vaccines and cell/gen based therapies. As such, all of the 100 employees of c-LEcta directly contribute each day to the good health and well-being of a global clients basis, and by consequence to UN SDG no. 3.
In order to reflect the direct and indirect impact of the company's business, the following – without being comprehensive – will explain in more depth how c-LEcta's key product portfolio affects SDG no. 3. The company's enzymatic technology utilizes plant based Stevia resources as a starting material to produce a non-calorific, natural compound called RebM, which combines an excellent taste profile at affordable costs. In a partnership with a leading US based food ingredient company, it is launching this product into the marketplace, such that consumers across the globe can have access to new food products with no or significantly reduced sugar content, hence mitigating a growing obesity pandemic. C-LEcta is currently in a process to enter into partnerships for its HMO and GOS development programs. The former class of compounds have immediate benefits to the brain development of the early fetus, and hence can impact lives at a premature stage. Galacto-oligosaccharides are prebiotic class of compounds that benefit the growth of the gut microbiome, an essential part of the human digestive and immune-response system and hence of immediate impact to the structural health of mankind. C-LEcta's endonuclease product line is globally recognized in the pharma industry; with triple digit growth rates, the impact of this product cannot be neglected. Its Denarase products are now used in various production and research programs that enable novel medicine development, production and cost control. Also, it is in various stages of qualification/use at various vaccine development programs. A successful launch of a new medicine/vaccine directly impacts the good health & well-being of those affected by (lethal) disease.
Since c-LEcta designs its enzymes and processes with a view to enable the best economics of the product, the company's research and business activities significantly contribute to UN SDG no. 12. Enzymatic processes are inherently run at limited temperature, hence avoiding costly steam and electricity consumption. By engineering the process and enzyme for optimal efficiency, the company strives to make the best use of its resources (feedstock) to produce its food ingredients and pharma enzymes. For the engineering of organisms in a precise way, c-LEcta applies a direct evolutionary approach to the microorganism. The engineered microorganisms are then used to obtain the required enzymes; these enzymes are subsequently isolated from the host microbe to be used in a separate bio-process that leads to the final products. This 2-step process towards final products fully eliminates the risk for DNA contamination. For commercial production, c-LEcta audits its food-grade internal production facility and those of its subcontracted manufacturers independently and, where applicable, together with its joint development partners, according to standard practices, including kosher and halal.
• Good govenance practice
At the time of investment, Capricorn Partners and its co-investors implemented a Supervisory and Management Board, with a clear distinction of roles and responsibilities that are fully integrated in the Shareholders' Agreement. The schedule of regular Board meetings is complemented with intermediate working sessions that focus – in more detail – on various corporate challenges such as strategy, partnerships, human resources and financing. With the purpose of having a Board that actively works with management and other stakeholders, Capricorn Partners keeps a close watch on corporate governance and ensures the company is not steering away from its commercial and sustainability goals. The Board works closely and efficiently along with the management team.
• ESG matters in 2020
During the financial year 2020, eight formal Board meetings took place and six update calls were organized to discuss various urgent client, financing and shareholder matters. No specific environmental, social or governance issues occurred or were raised. The company dealt very well with the impact of the COVID-19 outbreak. During the first wave of infections, one person tested positive for the virus. As a consequence, fourteen people were put in quarantine, including the CEO. All quarantined people had been tested for the virus, and no other cases were reported. Operations were re-organized, telework implemented to the highest degree possible. The remainder of the workforce was split into four groups and separated with strict rules of material transfer if needed. The supply chain was not affected during the first wave; further down in the pandemic however, some deliveries had to be organized in a different manner. At no point, operations were endangered. All critical materials could be ordered and supplied for; also all CMO's stayed in operation. Up to date, no other cases of COVID-19 had been registered amongst company's staff.
Exercise of voting rights
During 2020, Quest for Growth was represented by management company Capricorn Partners to vote on 34 shareholder meetings of unquoted companies, of which 12 annual general meetings and 22 extraordinary general meetings. All meetings where Quest for Growth was represented are:
| STOCK NAME | COUNTRY | MEETING | DATE | VOTING | COMMENT |
|---|---|---|---|---|---|
| CAPRICORN HEALTH-TECH FUND | Belgium | EGM | 2/11/20 | X | voted in favour |
| SCALED ACCES | Belgium | EGM | 3/4/20 | X | voted in favour |
| PROLUPIN | Germany | EGM | 3/6/20 | X | voted in favour |
| CAPRICORN CLEANTECH FUND | Belgium | AGM | 3/20/20 | X | voted in favour |
| PROLUPIN | Germany | EGM | 3/31/20 | X | voted in favour |
| CAPRICORN HEALTH-TECH FUND | Belgium | EGM | 3/31/20 | X | voted in favour |
| CAPRICORN HEALTH-TECH FUND | Belgium | AGM | 4/16/20 | X | voted in favour |
| CAPRICORN ICT ARKIV | Belgium | AGM | 4/17/20 | X | voted in favour |
| CAPRICORN DIGITAL GROWTH FUND | Belgium | AGM | 4/17/20 | X | voted in favour |
| CAPRICORN SUSTAINABLE CHEMISTRY FUND | Belgium | AGM | 4/23/20 | X | voted in favour |
| PROLUPIN | Germany | EGM | 4/30/20 | X | voted in favour |
| C-LECTA | Germany | EGM | 5/6/20 | X | voted in favour |
| SCALED ACCES | Belgium | EGM | 5/18/20 | X | voted in favour |
| NGDATA | Belgium | EGM | 5/22/20 | X | voted in favour |
| PROLUPIN | Germany | AGM | 6/2/20 | X | voted in favour |
| CAPRICORN DIGITAL GROWTH FUND | Belgium | EGM | 6/4/20 | X | voted in favour |
| NGDATA | Belgium | AGM | 6/5/20 | X | voted in favour |
| MIRACOR | Belgium | AGM | 6/18/20 | X | voted in favour |
| PROLUPIN | Germany | EGM | 6/25/20 | X | voted in favour |
| CAPRICORN HEALTH-TECH FUND | Belgium | EGM | 6/29/20 | X | voted in favour |
| SCALED ACCES | Belgium | EGM | 6/30/20 | X | voted in favour |
| MIRACOR | Belgium | EGM | 8/25/20 | X | voted in favour |
| SENSOLUS | Belgium | AGM | 9/4/20 | X | voted in favour |
| CAPRICORN ICT ARKIV | Belgium | EGM | 9/10/20 | X | voted in favour |
| ECLECTICIQ | Netherlands | EGM | 9/15/20 | X | voted in favour |
| SENSOLUS | Belgium | EGM | 9/25/20 | X | voted in favour |
| PROLUPIN | Germany | EGM | 9/29/20 | X | voted in favour |
| PROLUPIN | Germany | EGM | 11/16/20 | X | voted in favour |
| ECLECTICIQ | Netherlands | AGM | 11/26/20 | X | voted in favour |
| PROLUPIN | Germany | EGM | 11/30/20 | X | voted in favour |
| SCALED ACCES | Belgium | EGM | 11/30/20 | X | voted in favour |
| CAPRICORN DIGITAL GROWTH FUND | Belgium | EGM | 12/15/20 | X | voted in favour |
| C-LECTA | Germany | AGM | 12/16/20 | X | voted in favour |
| HALIODX | France | AGM | 12/31/20 | X | voted in favour |
CORPORATE GOVERNANCE STATEMENT
CORPORATE GOVERNANCE STATEMENT
Quest for Growth has adopted the Belgian Corporate Governance Code for quoted companies (version 2020) (www. corporategovernancecommittee.be) as reference code and will hereafter report on its corporate goverance policy for the past financial year.
In its Corporate Governance Charter, Quest for Growth explains the chief aspects of its corporate governance policy. The charter is available on the company's website (www.questforgrowth.com). The most recent version was approved by the board of directors on 21 January 2020 in accordance with the new company legislation and the new Corporate Governance Code applicable since 1 January 2020.
During the financial year, the company applied the Belgian Corporate Governance Code 2020 for the 2020 financial year, with the exception of the following principles:
- the installation of a separate Remuneration and Nomination Committee (principle 4.17 to 4.20)
- the requirement that non-executive directors receive part of their remuneration in the form of shares of the company that must be held for at least one year after the non-executive director leaves the board and at least three years after their grant (provision 7.6).
For the reason why these principles are not applied, we refer to the relevant paragraph below.
CAPITAL STRUCTURE
General
The company's share capital is set at €146,458,719.56 and is represented by 16,774,226 shares without nominal value.
The shares are divided into three classes: 16,773,226 ordinary shares, 750 A shares and 250 B shares. All shares allocated by simple subscription in the event of a later capital increase are ordinary shares. All shares are entitled to dividends.
The ordinary shares are registered or dematerialised and are all tradeable on the regulated Euronext Brussels market without any transfer restrictions. The A and B shares remain registered, are not traded on a regulated market, and are reserved for the founders, strategic partners and individuals who contribute to the company's success.
The holders of A and B shares will enjoy a preference dividend as stipulated in article 44 of the articles of association 'this preference dividend is to be paid out on the portion of the net profit that is in excess of the amount needed to make a nominal payment to shareholders equal to a nominal payment of 6% on an annual basis, calculated on the shareholders' equity as expressed on the balance sheet after deduction of the dividend paid out during the financial year, and, if needed, to be increased by an amount equal to the amount that the company would have missed out on due to deductions for profit-sharing paid in the same year by funds managed by Capricorn Partners NV in which it is a shareholder. Twenty percent (20%) of the excess amount will be paid to the holders of A and B shares as a preference dividend. The remaining eighty percent (80%) is divided equally among all shareholders. In the event of a capital increase in the course of the year, the newly contributed capital is taken into account for the calculation on a pro rata temporis basis.'
The ordinary shares are freely transferable; transfers of A and B shares are subject to restrictions as set out in the articles of association. Since these shares are also not tradeable on a regulated market, these rights do not need to be specified in this report. Please refer to the articles of association and the company's Corporate Governance Charter, both published on the website (www. questforgrowth.com).
QfG is subject to a notification obligation if a single shareholder crosses the threshold of 5% of the voting rights.
Information concerning the previous financial year
On 31 December 2020 one shareholder of Quest for Growth had more than 5% of the voting rights:
| Name and address | % | Number of shares |
Last date threshold crossed |
|---|---|---|---|
| Federal Holding and Investment Company (SFPI-FPIM) via Belfius Insurance Belgium NV Karel Rogierplein 11 1210 Brussels Belgium |
14.14% | 2,371,235(*) | 20/10/2011 |
(*) Situation at 3 February 2021
THE BOARD OF DIRECTORS
General
The board of directors is the most important management body within Quest for Growth and is responsible for all activities that are needed to enable the company to achieve its objectives, with the exception of those responsibilities that are entrusted by statute to the shareholders in general meeting and the responsibilities that are contracted out to the Management Company.
The board of directors establishes the general policy, supervises the Management Company and is accountable to the shareholders in general meeting. The responsibilities of the board of directors include:
- setting the business objectives and investment strategy, and evaluating them at regular intervals,
- ensuring correct implementation of the Corporate Governance Charter,
- appointing, dismissing and supervising the management company and the executive officers, and determining their powers,
- supervising internal and external control and risk management,
- approving the (interim) annual report, and the quarterly statement to shareholders,
- approving the annual financial statements, including the Corporate Governance Statement,
- deciding to invest in funds organised by the management company, and where there is a potential conflict of interest,
- paying dividends, where applicable,
- preparation of special reports required by the Belgian Companies Code for certain transactions,
- setting up and putting together advisory boards and defining their powers.
The board of directors has delegated the portfolio management, risk management, administration, marketing and day-to-day management of the company to Capricorn Partners, a management company of alternative institutions for collective investment that is licensed by the FSMA (hereinafter referred to as the Management Company).
Composition
The board of directors has a maximum of 10 members, who are appointed by the shareholders in general meeting. They need not be shareholders themselves; at least two of them must represent holders of A shares and at least two members must represent holders of B shares.
With three directors of a different gender, the gender quota is met, since it can be rounded down to the lower natural number. Additional endeavours were not considered necessary during the previous financial year, but diversity continues to be a key focus in the composition of the board of directors.
Below is a list of the members of the management board in 2020 and the date on which they took up office, and when this office will expire:
| Start of first term of office |
Date of expiry of office: at the end of the general meet ing determining the results for the financial year ending on 31 December |
Proposed by holders of shares of class |
||
|---|---|---|---|---|
| Chairman | Antoon De Proft (1) | 9 August 2011 | 30 March 2023 | Ordinary |
| Director – executive officer | Philippe de Vicq de Cumptich | 9 August 2011 | 30 March 2023 | Ordinary |
| Director | René Avonts | 25 August 1998 | 30 March 2023 | Ordinary |
| Director | Prof. Regine Slagmulder (1) | 9 August 2011 | 30 March 2023 | Ordinary |
| Director | Lieve Verplancke (1) | 21 October 2014 | 30 March 2022 | Ordinary |
| Director | Liesbet Peeters | 16 March 2017 | 30 March 2023 | A |
| Director | Jos B. Peeters | 9 June 1998 | 30 March 2023 | A |
| Director | Michel Akkermans | 16 September 2004 | 30 March 2023 | B |
| Director | Bart Fransis | 24 April 2013 | 30 March 2023 | B |
| Director | Paul Van Dun (1) | 28 March 2019 | 30 March 2023 | Ordinary |
(1) Independent director
Members
MR ANTOON DE PROFT CHAIRMAN AND INDEPENDENT DIRECTOR
Antoon De Proft holds a civil engineering degree from the University of Leuven (KUL). He started his career in Silicon Valley as an applications engineer and has always remained active in the international arena. For most of his working life, he was at ICOS Vision Systems, a world leader in inspection equipment for semi-conductors, first as VP Marketing and Sales and later as CEO, until the company was sold to KLA-Tencor. Mr De Proft is the founder of ADP Vision BVBA and CEO of Septentrio NV, a company which develops and sells high-accuracy GPS receivers. He is also chairman of the board of directors of IMEC, the largest independent research centre for nanotechnology and chairman of the supervisory board of TKH Group NV, an internationally active group of companies specialising in the creation and delivery of innovative Telecom, Building and Industrial Solutions.
MR MICHEL AKKERMANS DIRECTOR
Michel Akkermans is a civil electrotechnical engineer and also holds a special degree in business economics, both from the University of Leuven (KUL). He is the former CEO and chairman of Clear2Pay NV, a software technology company specialising in payment solutions. Michel also holds a number of positions as an active investor and as a board member. As a strategic investor, Pamica and/or Mr Akkermans is entitled to nominate one board member. More information on www.pamica.be.
MR RENÉ AVONTS DIRECTOR
René Avonts graduated in 1970 as a commercial engineer from the University of Leuven (KUL) and started his career in the IT department of Paribas Belgium. In 1972, he switched to the international department, which he was later to head up. In 1995 he was appointed as a member of the executive committee and board of directors with responsibility for capital markets and corporate banking. In 1998, he was made a member of the executive committee of Artesia Bank and Bacob, responsible for financial markets and investment banking, and chairman of Artesia Securities. Mr Avonts left the bank in March 2002 at the time of the legal merger between Dexia and Artesia. He was subsequently appointed director and CFO of Elex NV, the reference shareholder of a number of companies including Melexis. René Avonts became managing director of Quest Management NV, the then manager of Quest for Growth, in September 2003. He has been a director of Quest for Growth since the IPO in 1998.
MR PHILIPPE DE VICQ DE CUMPTICH DIRECTOR AND EXECUTIVE OFFICER
Philippe de Vicq has licentiates in law (from the University of Leuven (KUL and in management (from Vlerick School) and a bachelor's in philosophy from the KUL. For ten years, he worked as an investment manager at Investco, the investment company of the Almanij-Kredietbank Group. He then worked for Gevaert for 15 years. At this investor in listed and unlisted companies, he rose to the position of managing director. From 2005 to 2010, he was an executive director at KBC Private Equity. He acquired management experience at a large number of companies such as Mobistar, Unie van Redding- en Sleepdienst, LVD, Remy Claeys Aluminium, Gemma Frisius, Decospan and many other start-up and mature businesses. At present he is an independent director or member of the advisory board of a number of industrial and financial undertakings such as Uitgeverij Lannoo, Boston Millennia Partners, EurAm, Belgian Growth Fund and Cibo.
MR BART FRANSIS DIRECTOR
Bart Fransis is a commercial engineer and also holds an MBA, among other qualifications. After three years in audit at KPMG, he has worked successively since 1997 as a macro-economist and market strategist at BACOB, a proprietary equity trader at Artesia and an equity portfolio manager at Dexia Bank (following the merger with Artesia) and later Dexia/BIL (Banque Internationale à Luxembourg). Since 2009, he has been managing director of two mixed investment companies (with bond, equity and real estate investments and various national and international shareholders in the insurance sector). From 2013 to mid-2020, Bart Fransis was responsible for management of the equities and equity-related investment portfolio at Belfius Insurance and subsidiaries. Since July 2020 he has been working on the launch of a private equity fund together with the Heylen Group. He is also a director of Capricorn Health-tech Fund. Mr Bart Fransis still sits on the board of directors as representative of "Belfius Verzekeringen". As a strategic shareholder, Belfius Verzekeringen is contractually entitled to one board member.
DR JOS B. PEETERS DIRECTOR
Jos B. Peeters is chairman of the executive committee of Capricorn Partners NV, a Leuven-based manager of alternative investment funds, founded by him in 1993. For seven years, he was managing director of BeneVent Management NV, a venture capital company associated with the Almanij-Kredietbank Group. Prior to that, he worked for PA Technology, an international technology consulting group, and at Bell Telephone Manufacturing Company, which is now part of Nokia Bell Labs. Jos Peeters holds a doctorate in sciences from the University of Leuven (KUL). He has also been chairman of EVCA (now Invest Europe). He is co-founder and currently chairman of the board of EASDAQ NV, which operates a platform for secondary equities trading under the name of Equiduct. In addition, he is an honorary fellow of Hogenheuvel College and the former chairman of Science@Leuven, both at the University of Leuven.
MS LIESBET PEETERS DIRECTOR
Liesbet Peeters is founder and managing partner of Volta Capital, specialist in creating and structuring impact investment funds, financial vehicles and products that mobilise capital to meet the needs of underserved communities and generate improved financial and social returns. Prior to founding Volta Capital, she held positions as investment officer at the International Finance Corporation (IFC) in Washington DC; and as CFO/Investor Relations manager at Capricorn Partners in Belgium. Her prior experience also includes positions with Greenpark Capital, a Londonbased fund-of-funds; SG Cowen Securities in London, EASDAQ (EU technology stock market), and Incofin CVSO, a leading microfinance fund manager.
PROF. REGINE SLAGMULDER INDEPENDENT DIRECTOR
Regine Slagmulder is a partner and full professor in management accounting & control at Vlerick Business School. Previously, she worked as a strategy practice consultant at McKinsey & Company. She also previously worked as a full-time lecturer attached to INSEAD and as a professor of management accounting at the University of Tilburg. Regine Slagmulder graduated in civil electrotechnical engineering and industrial management from the University of Ghent, after which she took a management doctorate at Vlerick School. As part of her research activities, she was a research fellow attached to INSEAD, Boston University (USA) and the P. Drucker Graduate Management Center at Claremont University (USA). Her research and teaching work lies within the area of corporate governance, risk and performance. She is also an independent director at MDxHealth.
DR PAUL VAN DUN INDEPENDENT DIRECTOR
Paul is general manager of KU Leuven Research & Development (LRD), the knowledge and technology transfer unit of KU Leuven, which was ranked by Reuters as most innovative university in Europe in each of the last four years. He coordinates the activities in cooperating with companies, patenting/licensing, creation of spin-off companies and regional development. He is also managing director of the investment fund Gemma Frisius, board member of the Fondation Fournier-Majoie pour l'Innovation, board member of RZ Tienen, chairman of the Center for Drug Design and Discovery, member of the supervisory board of Brightlands Chemelot Campus, advisor at various investment companies, and board member or chairman of a series of high tech and life science companies. From 2006 to 2010 he was vice-president of ASTP (Association of European Science & Technology Transfer Professionals). Prior to joining LRD, Paul has been working at KPMG and at an investment company.
MS LIEVE VERPLANCKE INDEPENDENT DIRECTOR
Lieve Verplancke graduated as a doctor of medicine from the KUL, after which she took an MBA. She has worked successively for Beecham (GSK), Merck Sharp and Dohme and Bristol-Myers Squibb in a variety of medical, marketing and sales management positions. At Bristol-Myers Squibb, she was also general manager for 18 years, and closely involved in international project teams, giving her profound insight into cross-border and cross-cultural issues. Lieve is the founder and managing director of Qaly @Beersel, a 120-unit campus for senior citizens. She has an executive coach practice and provides guidance to managers and international executive committees. She is a director of the Europaziekenhuizen (Brussels) and the Imelda hospital (Bonheiden) and also of the company Materialise and the Foundation against Cancer. In the past, she has been chairwoman and deputy chairwoman of a number of pharma groupings (LAWG, LIM) and of Amcham.
Functioning and meetings in 2020
The board of directors met six times during the past financial year. In addition to recurring matters, such as the determination of the quarterly figures, half-yearly report and annual report, the Board also hears every quarter the report of the non-executive managing director and the chairman of the audit committee regarding their activities during the past quarter. In addition to the four Board Meetings in which the past quarter was discussed, the Board of Directors also met to decide on a virtual general meeting and on March 24 to add a paragraph related to Covid-19 to the Annual Report. During the first board of directors meeting on 21 January 2020, the new Corporate Governance Charter and the Remuneration Policy were approved, a closed session was held with the directors prior to the meeting of the board of directors in the absence of the persons linked to the Management Company in order to evaluate the interaction between the representatives of the Management Company and the board of directors, and the management fee was determined. In preparation of the General Meeting, the three-yearly internal evaluation of the Board of Directors also took place. During the July meeting, it was decided, in accordance with the internal conflicts of interest policy, to co-invest with the Digital Growth Fund and to make an additional investment in Miracor.
Below is a summary of the directors who attended the meetings of the board of directors:
| 21/01/2020 | 19/03/2020 (written decision making) |
24/03/2020 (written decision making) |
28/04/2020 (digital) |
28/07/2020 (digital) |
27/10/2020 (digital) |
|
|---|---|---|---|---|---|---|
| Antoon De Proft | P | P | P | P | P | P |
| Michel Akkermans | P | P | P | P | P | P |
| René Avonts | P | P | P | P | P | P |
| Philippe de Vicq de Cumptich | P | P | P | P | P | P |
| Bart Fransis | P | P | P | P | P | P |
| Jos B. Peeters | V | P | P | P | P | P |
| Liesbet Peeters | P | P | P | P | P | P |
| Regine Slagmulder | P | P | P | P | P | P |
| Paul Van Dun | P | P | P | P | P | P |
| Lieve Verplancke | P | P | P | P | P | P |
P = present A = apologies
Conflicts of interest
Article 7:96 ff. Belgian Companies and Associations Code – Article 11§1 of the Royal Decree of 10 July 2016. Transactions with related parties – Article 7:97 Belgian Companies and Associations Code
The conflicts of interest procedure set down in Article 7:96 of the Companies and Associations Code applied once in the financial year 2020:
The fee paid to the Management Company in execution of the management agreement (the 'Asset Management Agreement') concluded in April 2017 was subject to a thorough three-year reassessment last year. Three independent directors were asked to formulate advice to the board of directors. They called on an independent expert to judge the market conformity of the proposed remuneration. A report was also requested from the statutory auditor. Instead of a three-year review, the board of directors can now adjust the remuneration annually in the light of changed market conditions.
Article 7:96 of the Belgian Company Code applies as Mr Jos Peeters is the majority shareholder and chairman of the executive committee of Capricorn and he and his daughter are members of the board of directors of QfG. Article 7:97 of the Belgian Company Code provides a specific additional regulation that must be complied with by the board of directors of listed companies for any decision that falls within the competence of the board of directors and is related to a natural or legal person who is affiliated with the listed company but which is not a subsidiary of it. Capricorn is affiliated with QfG, as Capricorn, as a management company with extensive management authority, has a decisive influence on the orientation of the policy and the preparation of the decisions of the board of directors of QfG..
In accordance with article 7:96, that part of the minutes of the board of directors of 21 January 2020 is hereafter included:
10. Determination of the management fee for Capricorn Partners
Prior to the deliberation, note is taken of the conflict of interest of a proprietary nature that Dr Jos B. Peeters has in accordance with Article 7:96 of the Belgian Company Code, because he is not only a shareholder and director of Quest for Growth but is also a majority shareholder and chairman of the management committee of Capricorn Partners. The conflict of interest in property law relates to the determination of the management fee that will be awarded to Capricorn Partners for the performance of the management assignment. However, since Mr Peeters is not present at all at this meeting of the board of directors, he cannot and will of course not participate in the deliberation or in the vote on this item.
Three years ago, this management fee was set at 1% of the company's share capital after the specific conflict of interest procedure was applied. At the start of the Asset Management Agreement in 2017, the fee amounted to € 1,350,333.
The management company proposes to use the same basis for the new management fee and to change the mandatory review every three years to an annual possibility to adjust the fee if the fee is no longer considered in line with the market by the board of directors.
This means that the annual fee would now amount to € 1,464,587, as the capital was increased by € 11,327,844.24 in 2018 through the implementation of an optional dividend.
The board of directors has taken note of the written advice drawn up by the committee of three independent directors, which is attached as Appendix 1 and will form an integral part of these minutes. The committee consulted the same independent expert as three years ago; Value scan stated in its written advice that the proposed fee is in line with the market: 'QfG scores in line to better than our blended average fee'. The decision of the independent committee is as follows: 'Based on the analysis of the independent expert, it appears that the proposed fee is in line with the market and fits within the policy objectives of QfG. Consequently, the Committee is of the opinion that the Fee that Capricorn proposes to receive for the performance of its task as a management company of QfG in execution of the Asset Management Agreement is in the Company's interest.'
The board of directors agrees with the conclusion of the written advice of the committee of independent directors. After deliberating on this, the board of directors decides to replace Article 14.1 of the Asset Management Agreement with the following article:
14.1 The Manager receives an annual fixed fee for his Services for an amount that equals 1% of the Client's corporate capital (the "Management Fee"). The Client can annually review the Management Fee considering changed market conditions. In such an event, the Parties will in good faith negotiate on the compensation for the Services provided by the Manager.
The board confirms that the conflict of interest procedure has been correctly followed and will forward these minutes to the statutory auditor for the report required by Article 7:96 of the Belgian Company Code.
Pursuant to Article 7:97§6 of the Companies and Associations Code, the company reports that there were no material restrictions or charges imposed on it by a controlling shareholder during the financial year 2020.
No other situations arose during the past financial year which called for Article 7:96 and 7:97 of the Companies and Associations Code or Article 11§1 of the Royal Decree of 10 July 2016 to be applied.
Evaluation
The chairman of the board of directors holds regular discussions with all the directors to evaluate the functioning of the board of directors. He focuses on both the operational and strategic responsibilities of the board of directors.
At the end of 2019 all the directors received an anonymous questionnaire as part of a thorough evaluation of the functioning of the board of directors, of the interaction between the board of directors and the Management Company, and of the interaction with the chairman and the executive officers. This evaluation exercise was discussed during the first meeting of the board of directors in 2020 and will take place the next time at the beginning of 2023.
Code of Conduct
Each director arranges his or her own personal and business affairs to ensure that no direct or indirect conflicts of interests arise with the company. Transactions between the company and its directors require to be conducted at arm's length.
The members of the board of directors subscribe to the Corporate Governance Charter, one section of which is dedicated to the ethical rules, and have each individually signed a Dealing Code in accordance with the rules prescribed in the Market Abuse Regulation (MAR), which has been applicable since 3 July 2016. The MAR creates a common regulatory framework with respect to insider dealing, the unlawful disclosure of inside information and market manipulation.
In accordance with the Dealing Code, the Company has been notified that one effective leader and one director have purchased shares in the Company.
THE AUDIT COMMITTEE
committee assists the board of directors in performing its duties
• the quality and integrity of the audit, bookkeeping and financial
• the financial reports and other financial information provided by the company to its shareholders, prudential regulators and the
• the internal control systems relative to bookkeeping, financial transactions and compliance with statutory requirements and
The audit committee's principal activity is to steer and supervise the financial reporting, bookkeeping and administration. The financial reporting is discussed quarterly, with special attention being paid to valuation decisions relative to holdings and funds in the portfolio.
The audit committee oversees the efficiency of the internal control and risk management systems. Moreover, the audit committee has yearly access to the report of the internal auditor. The audit committee seeks to create open communication between the external auditor, the Management Company and the board of
the ethical rules imposed by the company.
PROF. REGINE SLAGMULDER – CHAIRMAN MR RENE AVONTS MR PAUL VAN DUN MS LIEVE VERPLANCKE
Within the board of directors, an audit committee has been set up. The set-up and functioning of the audit committee are described in the articles of association and Corporate Governance Charter of Quest for Growth. The majority of the members of the audit committee, including the chairman, fulfil the criteria in terms of accounting and audit expertise. The audit committee members have no executive or functional responsibilities within the company. The For the performance of its duties the committee has unlimited and direct access to all information and all employees of the Management Company and the committee can use the means necessary to achieve this. The audit committee is supposed to communicate freely and frankly with the auditor (including individual talks at least once a year).
The detailed procedures and responsibilities of the audit committee are set down in the Corporate Governance Charter.
After each of its meetings, the audit committee reports to the board of directors, which includes issuing recommendations.
During the financial year ending on 31 December 2020, the audit committee met seven times. Four meetings were held further to the fund's quarterly and annual results. The meetings of 24 and 30 March 2020 were added to further discuss the impact of the corona crisis on the valuations of unlisted companies. Finally there was a joint meeting with the audit committee of the Management Company, which was attended by the Management Company's internal auditor for the purposes of discussing the Management Company's internal control processes.
Individual attendance by the audit committee's members is given in the summary below:
| the audit committee met seven times this year |
21/01/2020 | 24/03/2020 (telefonisch) |
30/03/2020 (telefonisch) |
28/04/2020 (digitaal) |
28/07/2020 (digitaal) |
27/10/2020 (digitaal) |
30/10/2020 (digitaal) |
|---|---|---|---|---|---|---|---|
| Regine Slagmulder | P | P | P | P | P | P | P |
| René Avonts | P | P | P | P | P | P | A |
| Paul Van Dun | P | P | P | P | P | P | P |
| Lieve Verplancke | P | P | P | P | P | P | P |
P = present A = apologies
directors.
by overseeing:
reporting processes;
general public;
THE EXECUTIVE OFFICERS
MR PHILIPPE DE VICQ DE CUMPTICH - DIRECTOR MR YVES VANEERDEWEGH – MEMBER OF THE EXECUTIVE COMMITTEE OF CAPRICORN PARTNERS
The board of directors has appointed two executive officers, who are responsible for day-to-day management and for supervising the execution of the management agreement between the company and the Management Company. Their duties include ensuring that the asset manager has sufficient personnel, processes and controls to appropriately carry out its responsibilities under the management agreement.
The executive officers are Mr Philippe de Vicq de Cumptich (also director of Quest for Growth) and Mr Yves Vaneerdewegh (member of the executive committee of Capricorn Partners).
Mr Philippe de Vicq de Cumptich is responsible for:
- Supervising the calculation of the published net asset value
- Controlling the execution of the management agreement with Capricorn Partners
- Controlling the adherence to the investment policy of Quest for Growth
Mr Yves Vaneerdwegh is responsible for:
- Day-to-day management duties which are not delegated to Capricorn Partners
- Internal communication to the board of directors
- External communication in the name and for the account of Quest for Growth (website, press releases, questions from shareholders, etc.)
In order to enable the executive officers to fulfil their duties appropriately and efficiently, the Management Company timely provides them with the necessary relevant reports as set down in the management agreement. In addition, the executive officers have unrestricted access to the employees and the information held by the Management Company.
The executive officers report verbally on their findings to the board of directors at least once every quarter.
As part of their responsibilities, the executive officers each day receive a calculation of the net asset value, the risk analysis and the compliance analysis.
During the past financial year, four meetings took place between the executive officers and the Management Company to discuss the evolution of Quest for Growth, and more specifically the valuation of the unquoted portfolio and to prepare for the General Meeting, the meetings of the audit committee and the board of directors.
Other matters discussed by the executive officers in 2020 include the preparation of press releases and interim reports and the possible new investments in unquoted companies.
Within the executive officers' responsibilities for oversight and monitoring of Quest for Growth's activities and processes, they familiarised themselves with the Management Company's Corporate Governance Charter and the other Policies and Procedures and the executive officers came to the view that the processes and controls set down in that document are such that, in terms of the tasks required of it on behalf of Quest for Growth, they duly allow the Management Company to carry them out in accordance with the management agreement.
THE MANAGEMENT COMPANY
Capricorn Partners is the management company of Quest for Growth and carries out the statutory management tasks including portfolio management, risk management and administration (also the "Management Company").
Capricorn Partners is an independent, pan-European venture capital provider specialising in investments in technologically innovative growth businesses. The investment teams are made up of experienced investment managers with deep-rooted technological backgrounds and extensive business experience. Capricorn Partners is the managing director of the Capricorn Cleantech Fund, the Capricorn Health-tech Fund, the Capricorn ICT Arkiv, the Capricorn Sustainable Chemistry Fund, the Capricorn Digital Growth Fund, the Capricorn Fusion China Fund and three feeder funds, linked to venture capital funds. Capricorn Partners is also investment adviser to the Quest Cleantech Fund and Quest+, two compartments (sub-funds) of Quest Management SICAV. Capricorn Partners differentiates itself from other venture capital providers by its thorough, multidisciplinary case knowledge and far-reaching, handson approach to investment files. In addition, the company can rely on an extended worldwide network of advisers, investors and experts, who are each crucial in their own field for the successful investment decisions taken by the Capricorn team.
Capricorn Partners is licensed as a manager company of alternative institutions for collective investments by the Financial Services and Markets Authority (FSMA). The company has a compliance, governance and internal control structure that meets all statutory and regulatory requirements.
Mr Jos Peeters is chairman of the executive committee with operational responsibilities for venture capital activities and IT. The two further members of the executive committee are Mr Yves Vaneerdewegh with operational responsibility for the quoted shares, finance and general administration, and Ms Sabine Vermassen who is responsible for risk management, compliance and fund administration.
The substance and scope of the tasks as well as the reporting obligations to the board of directors of Quest for Growth are described in the management agreement concluded between the two parties on 1 April 2017. You can find the most up-to-date version of this management agreement on the website as an appendix to the Corporate Governance Charter.
The board of directors of Quest for Growth remains authorised to determine the investment policy and the allocation of assets. The board of directors also decides autonomously on investments in venture capital funds set up by Capricorn Partners and significant joint investments in unquoted companies together with the venture capital funds of Capricorn Partners.
The board of directors is responsible for the supervision of the Management Company in the fulfilment of the tasks assigned to it in the Management Agreement.
Below is an overview of the funds under management (committed capital for venture capital funds, net asset value at 31 December 2020 for listed shares):
THE REMUNERATION AND NOMINATION COMMITTEE
The Corporate Governance Code requires that each quoted company sets up a remuneration committee within its board of directors.
However, the company law provides for an exception for these quoted companies that, on a consolidated basis, meet at least two of the following three criteria:
- average workforce of fewer than 250 over the financial year in question,
- balance sheet total less than or equal to € 43,000,000,
- annual net turnover less than or equal to € 50,000,000
These companies do not require to set up a remuneration committee within their board of directors but, if they do not, the tasks allotted to the remuneration committee that would otherwise be set up devolve onto the board of directors provided that the company has at least one independent director and, if the chairman of the board of directors is an executive member, he/she does not chair the board when it functions according to the remit of a remuneration committee.
Quest for Growth complies with these exception conditions laid down in company law, and the board of directors has opted to fulfil the tasks assigned to the remuneration and nomination committee as a body. Now that the company is an externally managed alternative institution for collective investment, the tasks of the remuneration and nomination committee are restricted to such an extent that the board of directors does not consider it necessary at this moment to set up a separate committee for this. However, this opinion will be made every year again and may lead to a remuneration and nomination committee being set up in the course of 2021. The Management Company does, however, have a remuneration and nomination committee that monitors the application of the sound principles set out in the Corporate Governance Code among the employees of Capricorn Partners who form the executive management of Quest for Growth.
THE CUSTODIAN
Belfius Bank acts as custodian.
The custodian is responsible for a number of material tasks. He must essentially insure the safekeeping of the assets of the AIF and effect the physical trading of those assets on behalf of the Management Company. For example: deliver the securities sold, pay the securities purchased. In addition, the custodian is responsible for the day-to-day administration of the assets of Quest for Growth. For example: collect the dividends and interest from the assets and exercise the subscription and granting rights attached to it. Furthermore the custodian has a control function. He ensures, among other things, that transactions of the fund are settled in time, that the assets in custody correspond to the accounting records and that the investment restrictions are respected.
REMUNERATION REPORT
Introduction
The Remuneration policy is based on the fundamental principle that the company must be able to attract and retain qualified directors with the required knowledge and experience in the company's various policy areas, taking into account (i) the company's size and specific governance structure, (ii) the strategic objectives and risk appetite of the company, while (iii) always promoting sustainable value creation. The board of directors ensures that the remuneration policy is consistent with the company's general remuneration framework as set out in the Corporate Governance Charter.
The executive management, which is carried out by the Management Company, is remunerated on the basis of a fixed percentage, i.e. 1% of the capital of the company. The determination of a management fee based on a percentage of the capital rather than on the basis of the assets under management has the advantage of clarity, simplicity and exclusion of any, possibly not objective and difficult to determine, valuation of the underlying assets that are not listed. A fixed remuneration based on capital prevents too much attention being given to risky behaviour that could jeopardise long-term value creation. QfG has entered into an agreement with the Management Company Capricorn Partners (the 'Asset Management Agreement') regarding the tasks, conditions and modalities of the management assignment and the remuneration that Capricorn will receive for carrying out this assignment. In the event of termination of the management agreement, the Management Company is entitled to payment of the fixed fee pro rata to the date of termination of the agreement and no additional severance payment will be paid.
The non-executive directors receive a fixed annual remuneration of €7,500 and an attendance fee of €500 for every meeting they attend. The chairman and the director who fulfils the role of executive officer receive a fixed remuneration (€27,000) but no attendance fee. The fixed remuneration paid to the chairman and the director-executive officer reflects the additional time their responsibilities require them to dedicate. For example, the executive officers regularly meet with representatives of the Management Company to ensure optimal execution of their role in supervising the Management Company's fulfilment of its mandate. The chairman is responsible for the agenda, organisation and evaluation of the board of directors. In addition to their fixed remuneration as a director, the members of the audit committee receive an annual fee of €2,500 and an attendance fee of €500 per meeting they attend.
This emoluments structure is aimed at active participation by the directors, as regards meetings of both the board of directors and the committees.
The normal and justified expenses incurred by the directors in the performance of their duties are reimbursed and recognised under general costs. However, in 2020 this amount was nil.
Neither the Management Company, nor the managing directors, nor the directors receive a performance-related short-term remuneration directly related to the results of the company. Neither are any longterm incentive programmes or benefits in kind granted that are directly related to the results of the company. Therefore, no right of recovery should be provided to the company.
There are no contributions for pensions or similar compensation for directors, and no director or managing director in that capacity is entitled to the payment of any severance pay at the expense of the company when their term of office comes to an end, for whatever reason.
Non-executive directors are not remunerated with company shares or subscription rights to shares, although this is recommended in principle 7.6 of the Corporate Governance Code 2020: the company has no shares at its disposal; moreover, the board of directors considers that remuneration in the form of shares does not substantially promote the objectivity and independence of non-executive directors. This evaluation will be revisited when the company finds itself in a legal position to sell shares.
The Management Company owns a number of A shares to which it has granted subscription rights to those who contribute to the success of Quest for Growth. These shares receive a special dividend right in accordance with the articles of association of the Company and are not related to the profit in the Company but to the dividends paid to the shareholders.
Remuneration for the directors and managing directors
| In the financial year 2020, the following emoluments (excl. VAT) were allotted to the chairman and the executive officers: |
|||
|---|---|---|---|
| Mr Antoon De Proft | € 27,000 | ||
| Mr Philippe de Vicq de Cumptich | € 27,000 | ||
| In the financial year 2020 the following emoluments (excl. VAT) were allotted to the directors: |
|||
| Prof. Regine Slagmulder | € 15,500 | ||
| Mr René Avonts | € 15,000 | ||
| Mr Michel Akkermans | € 9,500 | ||
| Ms Lieve Verplancke | € 15,500 | ||
| Mr Paul Van Dun | € 15,500 | ||
| Ms Liesbet Peeters | € 9,500 | ||
| Mr Bart Fransis | € 9,500 | ||
| Total emoluments paid to the directors in the financial year 2020 including VAT amounted to |
€ 163,845 |
The director Jos Peeters and the executive officer Yves Vaneerdewegh are remunerated only as board members of the Management Company Capricorn Partners.
For the 2020 financial year, no expenses were reimbursed to the directors and managing directors, nor any form of benefits in kind or variable remuneration, except the attendance fees linked to the effective presence of the directors on the boards of directors. In accordance with the Remuneration Policy, no amounts were paid for pension accrual or pension plans.
Remuneration paid to the custodian and statutory auditor in the financial year 2020
The remuneration paid to Belfius Bank for its services as a custodian amounted to €38,477.12 in 2020.
The remuneration paid to PWC Bedrijfsrevisoren for the audit of the annual financial statements and for the limited review of the half-year figures was €29,345 (excl. VAT). An additional fee of € 4,500 will be paid to the statutory auditor in 2021 for the delivery of the special report on the determination of the management fee.
Remuneration paid to the Management Company and its board members and employees
The remuneration paid to the Management Company is fixed at 1% of the company's statutory capital (see p. 19 of the Explanation to the Financial Information). This calculation basis has been applicable since 2017. In the past financial year €1,464,587 was thus paid to the Management Company.
The three members of the executive committee of Capricorn Partners jointly received a payment of €313,905 for their services to the company during the past financial year. This calculation is based on the ratio of QfG's equity to the equity of (a) the other funds managed by the Management Company and (2) the UCITS for which the Management Company executes the portfolio. The share in the remuneration of the chairman of the executive committee is €104,067, and respectively €92,995 and €116,843 for the two other members of the executive committee.
In 2020, they were not awarded, acquired or paid any variable remuneration or benefits in kind, pension contributions or other insurance at the expense of the company. The relative share of the fixed remuneration is therefore 100%, and no right of recovery had to be exercised for variable remuneration.
After exercising the subscription rights on the A shares, the three directors of the Management Company have held a number of A and/or B shares with a special dividend right since 2015. The chairman of the executive committee thus has 293 shares, the second member of the executive committee and senior executive of Quest for Growth holds 140 shares and the third member owns 32 shares. This shareholding with accompanying dividend right is the only remuneration that can be considered a long-term variable remuneration and is linked to the amount of dividends paid out on Quest for Growth's common shares (and thus indirectly to QfG's overall performance). Here we refer to the paragraph on capital structure and the articles of association of Quest for Growth. The link with the individual award is mainly time-bound, in particular how much time each member of the executive committee spends on working for Quest for Growth. Shareholding has been unchanged since the beginning of the fiscal year; no shares, share options or other rights to acquire shares were therefore granted, exercised or expired in the past financial year.
During the past financial year the Management Company has paid its employees a total amount of €4,295,566, including a variable payment of €280,270 euros (which are, however, not linked to the performance of Quest for Growth). There were 24 beneficiaries. The aggregated amount of remuneration paid to employees whose actions had a significant impact on QfG's risk profile was €1,234,916. No carried interest was paid at the expense of the company. The ratio between the highest-paid employee and the lowest-paid one is 7.5 x.
Changes to the Remuneration policy
In accordance with the decisions of the general meeting held in 2020, an amended Remuneration Policy was approved, whereby all non-executive directors receive a remuneration at the expense of the Company, regardless of the type of shares that have proposed them for appointment. This led to an increase of € 19,000 in the remuneration of the non-executive directors.
In the current circumstances, the company does not envisage any substantial changes to the principles of its remuneration policy over the next two years.
Evolution of the remuneration and performance of the Company
Although Quest for Growth's performance is positive with a profit of 17 million euros, the remuneration of the directors and executive management has not been increased. This is in line with the company's remuneration policy, whereby preference is given to fixed remuneration and limited long-term variable remuneration that are linked to the long-term return of the shareholders and thus align the interests of shareholders and management.
The company opts to monitor the trend in the remuneration from the 2020 financial year.
SHAREHOLDER INFORMATION
Quest for Growth considers it highly important to provide its shareholders with accurate and timely information. To achieve this, QfG uses various communication channels, such as the website, the annual report, press releases and presentations to investors.
Quest for Growth distributes a monthly press release that includes the net asset value as per the end of the month, and also sends this to shareholders who request it. You can find the publication dates for these press releases for the current financial year in the financial calendar on page 127 of this report.
Furthermore, all shareholders who request it will receive a notification via email and a press release containing the necessary information whenever there is important news.
Below is an overview of the press releases issued in relation to the past year:
| NAV per 31/12/2019 | 9 January 2020 |
|---|---|
| Annual results 2019 | 23 January 2020 |
| NAV per 31/01/2020 | 6 February 2020 |
| NAV per 29/02/2020 | 5 March 2020 |
| QfG invests in plant-based protein company Prolupin | 17 March 2020 |
| NAV per 31/03/2020 | 2 April 2020 |
| Quarterly update 31 March 2020 | 30 April 2020 |
| NAV per 30/04/2020 | 7 May 2020 |
| NAV per 31/05/2020 | 4 June 2020 |
| Acquisition BlueBee has positive impact on NAV QfG | 18 June 2020 |
| NAV per 30/06/2020 | 2 July 2020 |
| Semi-annual report 30 June 2020 | 30 July 2020 |
| NAV per 31/07/2020 | 6 August 2020 |
| NAV per 31/08/2020 | 3 September 2020 |
| NAV per 30/09/2020 | 8 October 2020 |
| Quarterly update 30 September 2020 | 29 October 2020 |
| NAV per 31/10/2020 | 5 November 2020 |
| QfG invests in Dutch cybersecurity scale-up EclecticIQ | 1 December 2020 |
| NAV per 30/11/2020 | 3 December 2020 |
INTERNAL CONTROL AND RISK MANAGEMENT
Internal control is a system developed by management that contributes to controlling the company's activities, its effective functioning and the efficient use of its resources, all in accordance with the objectives, scope and complexity of its business activities.
Risk management is the process of identifying, evaluating and controlling risks and communication in this respect.
Internal control and risk management are among the tasks delegated to the Management Company. The board of directors supervises this important function, along with the internal auditor of the Management Company and the external auditor of both Quest for Growth and the Management Company.
The Management Company's internal control procedures must ensure that the financial reporting is a faithful reflection of the transactions completed, that the operational business processes are effective and efficient, and that all activities comply with legislation, regulations and the company's own internal policies. The Management Company has a risk department comprising four people, and operates in accordance with the COSO model. This COSO framework is generally accepted as the standard for internal control, and is structured around five components: the control environment, the risk management process, the control activities, information and communication, and finally supervision and monitoring. A risk analysis of all processes is carried out annually, with a review as to whether the control procedures meet the requirements in terms of effectiveness and efficiency. The control procedures themselves are then tested to check whether they effectively deliver on what they promise.
For QfG, the management of internal control and risks focuses primarily, and on a daily basis, on the risks associated with the investments in the portfolio and their impact on the company's general risk profile and liquidity. With regard to financial reporting, the stock market transactions of the investment managers are checked and settled on a daily basis against the information that the fund administrator/risk officer receives from broker companies. The fund administrator, who is physically separated from the investment managers, compiles a daily overview in Excel spreadsheets of the following risk points:
- compliance with investment restrictions
- compliance with the privak legislation
- supervision of hedging of the exchange risk
- supervision of fluctuations in the daily net asset value
All discrepancies are highlighted. These sheets are sent daily to the effective leaders and the members of the Management Company's executive committee. One member of the executive committee is responsible for risk and compliance.
Each month the fund administrator compares the shareholder positions of all public investments with the report from the custodian bank. Any discrepancies are investigated and reconciled. The transactions and cash positions are processed daily in the accounting department's master spreadsheets. QfG's intrinsic value is determined each month on the basis of these master spreadsheets. The financial statements are prepared every quarter, and discussed with QfG's effective leaders and audit committee before being submitted to the board of directors for approval. The half-yearly figures are also reviewed by the external auditor, and the annual figures are fully audited.
There is also an annual meeting between the Management Company's internal auditor, the representatives of the Management Company, and the QfG and Capricorn Partners audit committees to discuss in detail the internal auditor's findings and the internal audit for the subsequent year.
The financial risks (portfolio risk, liquidity risk, interest rate risk and exchange risk) are explained in the notes to the annual accounts on page 96 (Notes to the annual accounts – item 6).
Financial reporting
The foregoing processes allow Quest for Growth to report financial information meeting all objectives and legal and accounting obligations incumbent upon the fund. Moreover, by means of its internal separation of powers and four-eyes principle, the Management Company has a number of all-embracing controls in place which contribute to ensuring that reporting is due and proper. Quest for Growth also has an external auditor, part of whose activities is to analyse and assess the suitability of the Management Company's internal control. Since Quest for Growth outsources a large part of its day-to-day management to Capricorn Partners, there is no need for an internal control function within the company. Capricorn Partners has an internal auditor, EY Bedrijfsrevisoren CVBA, who scrutinises all processes and procedures according to a rotation schedule, including those relevant to Quest for Growth. The Management Company will notify Quest for Growth's executive officers and audit committee of all findings by the internal auditor that are of relevance to Quest for Growth. There is also an annual meeting where all audit findings of the annual internal control are discussed with the audit committee of Quest for Growth and the audit committee of the Management Company.
OTHER STATUTORY DISCLOSURES REQUIRED BY ARTICLE 3:6 OF THE CODE OF COMPANIES AND ASSOCIATIONS
1° Description of the main risks and uncertainties
See page 6 of the Notes to the financial statements
2° Important events that have occurred after the end of the financial year
The board of directors has no knowledge of important events occurring after the balance sheet date that have influenced the capital, the economic or financial position and/or the result of the company. The board of directors points to the Covid-19 pandemic, which has still not been overcome and could potentially affect the results and valuations of the portfolio companies.
3° Disclosures concerning circumstances that might significantly affect the company's development
There exist no circumstances that might significantly affect the company's development other than risks referred to under 'Financial Information' and 'Notes'.
4° Research and development activities
Quest for Growth is an investment fund and does not develop any technology, service or product itself. It does of course investigate how it can increase its assets under management and thus contribute to long-term value creation among shareholders.
5° Disclosures concerning the existence of branches of the company
The company does not have any branches.
6° Carry-over loss or loss during two financial years
The balance sheet as at 31 December 2020 shows a profit that has completely eliminated the loss of the past two financial years.
7° Alle informatie die erin moet worden opgenomen
Pursuant to Articles 7:96 and 7:97, the conflict of interest procedure was followed in the re-evaluation of the management fee, and that part of the minutes of the board of directors has been incorporated in full in the Corporate Governance Statement, heading Conflicts of Interest (see above).
8° Use of financial instruments
We refer to the statement of objectives and policy of the company regarding the management of risk set forth in this report. We also refer to the analysis of credit risk and liquidity risk explained elsewhere in this report under 'Financial Information' and to the analysis of financial risks, including the pricing risk related to stock market prices, under the 'Notes'. The company's cash-flow risk is limited in view of its activities as an alternative investment fund.
9° Justification of the independence and expertise of a member of the audit committee
We refer to the description of the directors who are members of the audit committee, which is set down in the 'Corporate Governance Statement'.
For the Corporate Governance Statement, we refer to the relevant chapter in this Annual Report.
Compulsory disclosures required by the Royal Decree of 10 July 2016 on public privaks/pricafs
The Royal Decree of 10 July 2016 on public privaks/pricafs sets down additional obligations regarding the provision of information in the company's annual report. Section 11(1) of that royal decree has already been discussed above in the 'Corporate Governance Statement'.
Fees, commissions and costs (section 10(2) and 10(3) of the royal decree)
We refer to the Remuneration Report with regard to the obligations of Article 10§2.
During the financial year, there were no transactions relating to the instruments and rights listed below and therefore the company did not pay any related commissions, duties or costs.
- financial instruments issued (a) by the Management Company or the custodian, or (b) by a company with which the privak/pricaf, the Management Company, the custodian or directors, executive officers or persons charged with the daily management of the privak/pricaf, or the Management Company is related;
- participatory rights in any other institution for collective investment that is managed directly or indirectly by the Management Company or other persons falling within the immediately foregoing clause.
Limitations exceeded (sections 23, 24 and 30 of the royal decree)
On 31 December 2020 the company was in compliance with section 18(3) of the royal decree and the corresponding provisions of its articles of association.
During the financial year, sections 23, 24 and 30 of the royal decree did not apply to the company.
Investments (annex B to the Royal Decree of 10 July 2016)
This report contains further information about the transactions that were carried out during the past financial year by the privak/ pricaf, including inter alia a list of investment transactions that were carried out during the relevant financial year with mention, for each transaction, of the acquisition value, the valuation value and the category of investments in which they were allocated.
The tables below provide an overview of the acquisition value, the valuation of the investments and the category of investments to which they belong and a list of the investment transactions for unlisted shares.
| QUOTED COMPANIES | ACQUISITION VALUE | VALUATION |
|---|---|---|
| ABO WIND | 2,244,710 | 5,104,000 |
| ACCELL GROUP | 2,211,142 | 2,197,250 |
| B&C SPEAKERS | 2,141,445 | 1,707,791 |
| CEWE STIFTUNG | 6,173,300 | 6,440,960 |
| DATRON | 1,552,300 | 1,071,000 |
| FRESENIUS | 5,522,318 | 3,254,240 |
| GURIT | 3,191,190 | 5,351,676 |
| JENSEN GROUP | 5,917,479 | 3,699,599 |
| KERRY GROUP | 3,298,403 | 3,851,250 |
| LEM HOLDING | 2,521,183 | 3,552,942 |
| LPKF | 1,809,942 | 2,650,500 |
| MAYR-MELNHOF KARTON | 2,354,589 | 2,475,000 |
| MELEXIS | 2,137,048 | 2,420,091 |
| NEDAP | 4,619,213 | 5,206,998 |
| NEXUS | 3,982,343 | 4,016,964 |
| PHARMAGEST INTERACTIVE | 3,180,698 | 5,453,253 |
| PSI SOFTWARE | 2,617,303 | 3,508,305 |
| ROCHE | 4,220,453 | 4,147,843 |
| SAP | 2,585,197 | 2,809,164 |
| STEICO | 7,336,884 | 7,216,625 |
| STRATEC | 2,421,240 | 4,113,186 |
| TECHNOTRANS | 5,424,920 | 3,468,650 |
| TKH GROUP | 7,250,197 | 6,329,168 |
| TUBIZE | 3,863,250 | 4,839,369 |
| UMICORE | 2,766,502 | 3,143,200 |
| WOLTERS KLUWER | 3,813,836 | 3,729,240 |
| UNQUOTED COMPANIES | ACQUISITION VALUE | VALUATION |
|---|---|---|
| EQUITY | ||
| C-LECTA | 2,250,000 | 3,970,474 |
| ECLECTICIQ | 2,000,000 | 2,000,000 |
| HALIODX | 1,999,980 | 2,952,270 |
| MIRACOR | 3,200,000 | 2,849,932 |
| NGDATA | 1,195,538 | 782,390 |
| PROLUPIN | 1,999,998 | 1,893,742 |
| SCALED ACCESS | 852,922 | 406,530 |
| SENSOLUS | 575,414 | 690,939 |
| LOAN NOTES / COMMERCIAL PAPER | ||
| SCALED ACCESS | 100,000 | 100,000 |
| PURATOS | 2,699,977 | 2,699,977 |
| VENTURE CAPITAL FUNDS | ACQUISITION VALUE | VALUATION |
| CAPRICORN CLEANTECH FUND | 3,062,500 | 1,942,901 |
| CAPRICORN DIGITAL GROWTH FUND | 3,750,000 | 3,264,245 |
| CAPRICORN HEALTH-TECH FUND | 3,505,073 | 7,661,259 |
| CAPRICORN ICT ARKIV | 713,000 | 5,411,183 |
| CAPRICORN SUSTAINABLE CHEMISTRY FUND | 7,000,000 | 5,797,314 |
| CARLYLE EUROPE TECHNOLOGY PARTNERS II | 12,480 | 74,068 |
| LIFE SCIENCES PARTNERS III | 51,390 | 382,000 |
| LIFE SCIENCES PARTNERS IV | 52,574 | 564,000 |
For the investments in quoted companies, the detailed list of transactions carried out during the previous financial year can be consulted free of charge at the company's registered office.
List of transactions for the unquoted companies:
| QUOTED COMPANIES | TRANSACTION VALUE |
|---|---|
| EQUITY | |
| ECLECTICIQ | 2.000.000 |
| MIRACOR | 1.200.000 |
| NGDATA | 148.154 |
| PROLUPIN | 1.999.998 |
| SCALED ACCESS | 227.922 |
| SENSOLUS | 75.414 |
| LOAN NOTES / CP | |
| SCALED ACCESS | 100.000 |
| VENTURE CAPITAL FUNDS | TRANSACTION VALUE |
|---|---|
| CAPRICORN HEALTH-TECH FUND | -544.927 |
| CAPRICORN ICT ARKIV | -3.082.000 |
| CAPRICORN SUSTAINABLE CHEMISTRY FUND | 2.000.000 |
| LIFE SCIENCES PARTNERS III | -51.581 |
| LIFE SCIENCES PARTNERS IV | -100.595 |
Investments and securities representing more than 5% of the assets and other obligations (annex B to the Royal Decree of 10 July 2016)
During the financial year the company did not have investments representing more than 5% of the assets, with the exception of the investments related to the venture capital funds controlled by the Management Company explained below:
| % NAV | Paid-up capital |
Not paid-up capital |
% not paid-up capital |
Final closing date |
End of investment period |
remaining term (in years) |
Number of portfolio companies |
|
|---|---|---|---|---|---|---|---|---|
| Capricorn Digital Growth Fund | 2.13% | 3,750,000 | 11,250,000 | 75% | 12/15/20 | 6/8/25 | 9 | 3 |
| Capricorn Health-tech Fund | 5.00% | 13,200,000 | 1,800,000 | 12% | 10/22/10 | 12/18/15 | 2 | 6 |
| Capricorn ICT Arkiv | 3.53% | 4,600,000 | 2,047,000 | 18% | 12/18/12 | 12/18/18 | 2 | 8 |
| Capricorn Sustainable Chemistry Fund |
3.78% | 7,000,000 | 13,000,000 | 65% | 12/14/18 | 12/14/23 | 8 | 7 |
(*) See page 38 et seq : "Investments in Venture capital funds"
The company has no outstanding guarantees or securities.
Notes to the overall policy guidelines in companies where the privak/pricaf or its representatives are represented in the governing bodies (Annex B to the Royal Decree of 10 July 2016)
Quest for Growth is represented directly in the governing bodies of the venture capital funds that are managed by the Management Company, and indirectly via the representative of the Management Company in the governing bodies of almost all unquoted companies that constitute a co-investment with a venture capital fund of Capricorn Partners and of one direct investment of Quest for Growth.
Representatives who exercise a governing mandate are required to follow the lines of conduct set out in the Code of Conduct for Quest for Growth directors and, if applicable, in the Code of Conduct of the Management Company. All parties concerned are required to abide strictly by the conditions and provisions of the Management agreement.
During the financial year under review, the privak/pricaf and its representatives did not apply Articles 7:96 and 7:97 of the Code of Companies and Associations in companies where the privak/ pricaf or its representatives are represented in the governing bodies.
Other compulsory disclosures
Other compulsory disclosures are spread throughout this report, where necessary with a reference to the relevant provision of said Royal Decree of 10 July 2016.
FINANCIAL INFORMATION 31 DECEMBER 2020
STATUTORY AUDITOR'S REPORT
STATUTORY AUDITOR'S REPORT TO THE GENERAL SHAREHOLDERS' MEETING OF QUEST FOR GROWTH NV ON THE ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2020
Quest For Growth NV
Statutory auditor's report to the general shareholders' meeting on the annual accounts for the year ended 31 December 2020
23 February 2021
We present to you our statutory auditor's report in the context of our statutory audit of the annual accounts of Quest For Growth NV (the "Company"). This report includes our report on the annual accounts, as well as the other legal and regulatory requirements. This forms part of an integrated whole and is indivisible.
We have been appointed as statutory auditor by the general meeting d.d. 28 March 2019, following the proposal formulated by the board of directors and following the recommendation by the audit committee. Our mandate will expire on the date of the general meeting which will deliberate on the annual accounts for the year ended 31 December 2021. We have performed the statutory audit of the annual accounts of the Company for 2 consecutive years.
Report on the annual accounts
Unqualified opinion
We have performed the statutory audit of the annual accounts of the Company, which comprise the balance sheet as at 31 December 2020, the income statement, the statement of changes in equity and the statement of cash flows for the year then ended, and the notes to the annual accounts, including a summary of significant accounting policies and other explanatory information, and which is characterised by a balance sheet total of EUR 153.310.887 and a profit and loss account showing a profit for the year of EUR 17.084.320.
In our opinion, the annual accounts give a true and fair view of the Company's net equity and financial position as at 31 December 2020, and of its financial performance and its cash flows for the year then ended, in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium.
Basis for unqualified opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs) as applicable in Belgium. Furthermore, we have applied the International Standards on Auditing (ISAs) as approved by the IAASB which are applicable to the year-end and which are not yet approved at the national level. Our responsibilities under those standards are further described in the "Auditor's responsibilities for the audit of the annual accounts" section of our report. We have fulfilled our ethical responsibilities in accordance with the ethical requirements that are relevant to our audit of the annual accounts in Belgium, including the requirements related to independence.
We have obtained from the board of directors and Company officials the explanations and information necessary for performing our audit.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the annual accounts of the current period. These matters were addressed in the context of our audit of the annual accounts as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Fair value measurement of financial assets
Description of the key audit matter
The Company measures its financial assets, consisting of investments that are, or are not, traded on active markets at fair value through profit or loss.
The fair value of investments that are traded on active markets is determined, based on their quoted market price on the respective stock markets on 31 December 2020 (Level 1 measurements in the fair value hierarchy). As disclosed in note 7.d., the total of the Level 1 financial assets recognised at fair value in the balance sheet amounts to EUR 101.758.264 at 31 December 2020.
The fair value of investments that are not traded on active markets is determined on the basis of valuation methods applied by the Company using, among other things, estimates that are based on non-observable market data (Level 3 measurements in the fair value hierarchy). The estimates rely on assumptions made by the board of directors that are included in the valuation method of each individual investment.
The most important assumptions for the investments valued based on the method based on multiples concern the composition of the peer group and the applied discounts or premiums. The most important assumptions for the investments valued based on a scenario analysis are the assessment of Key Performance Indicators per investment and the probability-weighting of the different possible future scenarios. The total of the Level 3 financial assets recognised at fair value in the balance sheet at 31 December 2020 amounts to EUR 40.743.246 (note 7.d.).
The use of other underlying assumptions can alter the fair value. Considering the importance of financial assets in the balance sheet and the impact of the fair value measurement on the balance sheet and the income statement, we consider this as a key audit matter.
Our audit approach to the key audit matter
verification of the 31 December 2020 fair values as applied by the Company with regard to investments that are traded on active markets was based on the closing price on the said date.
To assess the reasonability of 31 December 2020 fair value used in the measurements of investments that are not traded on active markets, we performed, amongst others, the following auditing procedures:
- analysis of the peer group of comparable enterprises and of the applied discounts and premiums applied by the Company when using a valuation method based on the multiples approach;
- inquiries with the investment managers with respect to the assumptions applied concerning the assessment of Key Performance Indicators of the enterprises in which the Company holds an investment and with respect to the probability-weighting of the different possible future scenarios, when using scenario analysis as valuation method;
- assessment of the reasonableness of the assumptions used to determine the valuation by verifying them against underlying elements;
- review of the information disclosed in note 7 'Fair value of financial instruments' to the financial statements as required under IFRS.
In performing our audit procedures, we relied on the assistance of our internal valuation experts.
Our auditing procedures have led us to conclude that the values, estimates and underlying assumptions used by the board of directors fall within an acceptable range of reasonable estimates and assumptions, and that the information disclosed in note 7 to the financial statements meets IFRS requirements.
Responsibilities of the board of directors for the preparation of the annual accounts
The board of directors is responsible for the preparation of annual accounts that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium, and for such internal control as the board of directors determine is necessary to enable the preparation of annual accounts that are free from material misstatement, whether due to fraud or error.
In preparing the annual accounts, the board of directors is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the board of directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Statutory auditor's responsibilities for the audit of the annual accounts
free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these annual accounts.
In performing our audit, we comply with the legal, regulatory and normative framework applicable to the audit of the annual accounts in Belgium. A statutory audit does not provide any assurance as to the Company's future viability nor as to the efficiency or effectiveness of the board of directors' current or future business management.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the annual accounts, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control;
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the board of directors;
- Conclude on the appropriateness of the board of directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our statutory auditor's report to the related disclosures in the annual accounts or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our statutory auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern;
• Evaluate the overall presentation, structure and content of the annual accounts, including the disclosures, and whether the annual accounts represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with the audit committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the audit committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the audit committee, we determine those matters that were of most significance in the audit of the annual accounts of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter.
Other legal and regulatory requirements
Responsibilities of the board of directors
The board of directors is responsible for the preparation and the content of the director's report and the other information included in the annual report, as well as for the compliance with the legal and regulatory requirements regarding bookkeeping, with the Companies' and Associations' Code and the articles of association of the Company.
Statutory auditor's responsibilities
In the context of our mandate and in accordance with the Belgian standard which is complementary to the International Standards on Auditing (ISAs) as applicable in Belgium, our responsibility is to verify, in all material respects, the directors' report and the other information included in the annual report, as well as compliance with the articles of association and of certain requirements of the Companies' and Associations' Code and to report on these matters.
Aspects related to the directors' report and to the other information included in the annual report
In our opinion, after having performed specific procedures in relation to the directors' report and to the other information included in the annual report, this report is consistent with the annual accounts for the year under audit, and it is prepared in accordance with the articles 3:5 and 3:6 of the Companies' and Associations' Code.
In the context of our audit of the annual accounts, we are also responsible for considering, in particular based on the knowledge acquired resulting from the audit, whether the directors' report and the other information included in the annual report, containing message to the shareholders, key figures, shareholder information, portfolio, strategy, investment report (general, investments in quoted companies, investments in unquoted companies, investments in venture capital funds and ESG-report), general information, supplementary information and tax regime is materially misstated or contains information which is inadequately disclosed or otherwise misleading. In light of the procedures we have performed, there are no material misstatements we have to report to you.
Statement related to independence
• Our registered audit firm and our network did not provide services which are incompatible with the statutory audit of the annual accounts and our registered audit firm remained independent of the Company in the course of our mandate.
Other statements
- Without prejudice to formal aspects of minor importance, the accounting records were maintained in accordance with the legal and regulatory requirements applicable in Belgium.
- The appropriation of results proposed to the general meeting complies with the legal provisions and the provisions of the articles of association.
- There are no transactions undertaken or decisions taken in breach of the Company's articles of association or the Companies' and Associations' Code that we have to report to you.
- This report is consistent with the additional report to the audit committee referred to in article 11 of the Regulation (EU) N° 537/2014.
- We have evaluated the property effects resulting from the decision of the board of directors of January 21, 2020, as described on pages 66 and 67 of the annual report, regarding the determination of the management fee for Capricorn Partners, and we have no remarks to make in this respect.
Sint-Stevens-Woluwe, 23 February 2021
The statutory auditor PwC Reviseurs d'Entreprises SRL / PwC Bedrijfsrevisoren BV Represented by
Gregory Joos Réviseur d'Entreprises / Bedrijfsrevisor
MANAGEMENT RESPONSIBILITY
STATEMENT The financial statements for the period ended 31 December 2020 have been prepared in accordance with IFRS as approved by the International Accounting Standards Board and accepted by the European Union. Where necessary, additional explanations are provided in this financial information.
The board of directors approved the financial statements on 26 January 2021.
The undersigned state that to the best of their knowledge:
- a. The financial statements give a true and fair view of the financial position, equity, profit or loss, changes in equity and cash flows of Quest for Growth NV, taken as a whole as at and for the twelve month period ended 31 December 2020; and
- b. The financial statements include a fair review of important events that have occurred during the twelve month period ended 31 December 2020, and their impact on the financial statements for such period, a description of the principal risks and uncertainties they face and the future prospects.
Leuven, 26 January 2021
the Audit Committee Capricorn Partners
Regine Slagmulder Philippe de Vicq de Cumptich Yves Vaneerdewegh Director – Chairman of Director – Executive officer Executive officer
FINANCIAL STATEMENTS
BALANCE SHEET
| 2020 | 2019 | 31 December 2018 |
|
|---|---|---|---|
| Notes | |||
| 7,g | 7,581,758 | 8,878,626 | 7,197,869 |
| 7,f | 2,699,977 | 5,199,955 | 5,199,781 |
| 15 | 192,002 | 340,457 | 301,728 |
| 7,f | 328,430 | 266,543 | 259,004 |
| 14 | 142,401,510 | 121,003,377 | 105,459,060 |
| 14 | 100,000 | 530,741 | 626,011 |
| 7,210 | 7,240 | 442,210 | |
| 153,310,887 | 136,226,940 | 119,485,663 | |
| 17 | 145,339,326 | 145,339,326 | 145,339,326 |
| -9,154,588 | -25,895,613 | 1,028,214 | |
| 17,084,320 | 16,741,026 | -26,923,827 | |
| 153,269,059 | 136,184,739 | 119,443,713 | |
| 12 | 9 | 382 | 131 |
| 41,819 | 41,819 | 41,819 | |
| 41,828 | 42,201 | 41,950 | |
| Situation at |
Total equity and liabilities 153,310,887 136,226,940 119,485,663
STATEMENT OF PROFIT AND LOSS
| For the financial year ended |
31 December 2020 |
31 December 2019 |
31 December 2018 |
|
|---|---|---|---|---|
| In EUR | Notes | |||
| Net realised gains / (losses) on financial assets | 8/10 | 9,328,136 | -2,172,109 | -4,306,042 |
| Net unrealised gains / (losses) on financial assets | 8/10 | 8,765,979 | 19,431,515 | -22,053,068 |
| Dividends income | 1,115,320 | 1,780,882 | 2,015,201 | |
| Interest income | 11 | -5,451 | 2,389 | -1,251 |
| Net realised foreign exchange gain / (loss) | -32,526 | -1,885 | -26,390 | |
| Net unrealised foreign exchange gain / (loss) | 25,769 | 0 | 0 | |
| Total revenues | 19,197,227 | 19,040,793 | -24,371,551 | |
| Other operating income | 35,752 | 0 | 0 | |
| Other operating loss | -54,356 | -14,468 | -177,326 | |
| Total operating revenues | 19,178,623 | 19,026,326 | -24,548,877 | |
| Fee management company | 19 | -1,464,587 | -1,464,587 | -1,431,288 |
| Custodian fees | -38,477 | -39,319 | -48,597 | |
| Director's fees | -163,845 | -143,450 | -137,310 | |
| Levy on investment funds | 21,5 | -125,971 | -110,485 | -150,182 |
| Other operating expenses | -134,692 | -221,820 | -252,438 | |
| Total operating expenses | -1,927,572 | -1,979,661 | -2,019,815 | |
| Profit / (Loss) from operating activities | 17,251,051 | 17,046,664 | -26,568,692 | |
| Net finance expense | -3,743 | -8,346 | -8,319 | |
| Profit / (Loss) before income taxes | 17,247,308 | 17,038,319 | -26,577,011 | |
| Withholding tax expenses | 12 | -162,945 | -296,726 | -346,583 |
| Other incomes taxes | 12 | -42 | -567 | -233 |
| Profit / (Loss) for the period | 17,084,320 | 16,741,026 | -26,923,827 |
| Earnings per share | ||||
|---|---|---|---|---|
| Basic & diluted average number of shares outstanding | 9 | 16,774,226 | 16,774,226 | 16,299,833 |
| Basic & diluted earnings per share for ordinary shares | 1.02 | 1.00 | -1.65 | |
| Basic & diluted earnings per share for A and B shares | 1.02 | 1.00 | -1.65 |
FINANCIAL STATEMENTS
STATEMENT OF CHANGES IN EQUITY
| Share capital | Retained earnings / loss |
Total equity | ||
|---|---|---|---|---|
| In EUR | Notes | |||
| Balance at 1 January 2020 | 17 | 145,339,326 | -9,154,587 | 136,184,739 |
| Profit | 17,084,320 | 17,084,320 | ||
| Issue of ordinary shares, net of costs of capital increase | ||||
| Dividends | ||||
| Balance at 1 January 2020 | 17 | 145,339,326 | 7,929,733 | 153,269,059 |
| Balance at 1 January 2019 | 17 | 145,339,326 | -25,895,613 | 119,443,713 |
| Profit | 16,741,026 | 16,741,026 | ||
| Issue of ordinary shares, net of costs of capital increase | ||||
| Dividends | ||||
| Balance at 1 January 2019 | 17 | 145,339,326 | -9,154,587 | 136,184,739 |
| Balance at 1 January 2018 | 17 | 134,167,495 | 28,191,395 | 162,358,890 |
| Profit | -26,923,827 | -26,923,827 | ||
| Issue of ordinary shares, net of costs of capital increase | 17 | 11,171,831 | 11,171,831 | |
| Dividends | 18 | -27,163,181 | -27,163,181 | |
| Balance at 1 January 2018 | 17 | 145,339,326 | -25,895,613 | 119,443,713 |
STATEMENT OF CASH FLOWS
| For the financial year ended |
31 December 2020 |
31 December 2019 |
31 December 2018 |
|
|---|---|---|---|---|
| in EUR | Notes | |||
| Cash flows from operating activities | ||||
| Proceeds from sale of Financial Assets - equity securities | 64,899,567 | 29,298,984 | 38,562,274 | |
| Proceeds from sale of Financial Assets – debt securities | 2,499,978 | 174 | 4,549,628 | |
| Acquisition of Financial Assets - equity securities | -67,631,718 | -26,925,304 | -29,803,501 | |
| Acquisition of Financial Assets - debt securities | -100,000 | -155,741 | -2,049,898 | |
| Net receipts / (payments) from derivative activities | 0 | 0 | 46,650 | |
| Monies received from claims further to divestments | 151,752 | 65,601 | 664,718 | |
| Dividends received | 888,649 | 1,407,106 | 1,607,348 | |
| Interest received | 11 | 1,074 | 1,951 | 2,248 |
| Interest paid | 11 | -6,525 | -493 | -3,499 |
| Operating expenses paid | -1,931,285 | -1,984,145 | -2,023,342 | |
| Income taxes paid | 12 | -415 | -316 | -241 |
| Cash flow from operating activities | -1,228,923 | 1,707,469 | 11,552,384 | |
| Proceeds from capital increase | ||||
| Dividends paid to holders of preference shares | 17 | 0 | 0 | -3,760,502 |
| Dividends paid to holders of ordinary shares | 18 | 0 | 0 | -11,866,212 |
| Paid withholding tax on dividends to shareholders | 18 | 0 | 0 | -365,544 |
| Cash flow from financing activities | 0 | 0 | -15,992,258 | |
| Net increase / (decrease) in cash and cash equivalents | -1,228,923 | 1,707,469 | -4,439,874 | |
| Cash and cash equivalents at the beginning of the year | 8,878,627 | 7,197,869 | 11,672,050 | |
| Effect of exchange rate on cash and cash equivalents | -67,947 | -26,712 | -34,307 | |
| Cash and cash equivalents at the end of the period | 7,581,757 | 8,878,627 | 7,197,869 |
FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS
1. Reporting entity
Quest for Growth NV PRIVAK (the "Company") is a Public Investment Company with fixed capital under Belgian law, with registered office at Lei 19, PO Box 3, 3000 Leuven and with company number 0463.541.422
The AIFM Directive, the AIFM Law and the Royal Decree mainly determine the legal status of the public privak.
The Company is a closed end investment company primarily involved in investing in a highly diversified portfolio of equity securities issued by companies listed on European stock exchanges, unquoted companies and unquoted investment companies, with the objective of realising capital gains that are distributed to the shareholders in the form of dividends.
The Company is managed by Capricorn Partners (the "Management Company").
Quest for Growth is listed on Euronext Brussels under code BE0003730448
2. Basis of preparation
The financial statements were authorised for issue by the Company's board of directors on 21 January 2020.
The financial statements for the period ended on 31 December 2019 were prepared in accordance with IFRS as published by the International Accounting Standards Board (IASB) and accepted by the European Union.
The annual accounts have been drawn up on the basis of going concern.
3. Functional currency and presentation of currencies
The financial statements are presented in euros, which is the company's functional currency.
Following exchange rates were used for translation into euros:
| 31 December 2020 | 31 December 2019 | |
|---|---|---|
| USD | 1.2271 | 1.1234 |
| GBP | 0.89903 | 0.8508 |
| CHF | 1.0802 | 1.0854 |
| NOK | 10.4703 | 9.8638 |
| SEK | 10.0343 | 10.4468 |
4. Use of judgements and estimates
In preparing these financial statements, management has made judgement and estimates that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses.
The actual results may differ from these estimates.
a. Judgements
Qualification as an investment entity
IFRS 10 lays down a compulsory exemption for companies that meet the definition of an investment entity from having to measure both its subsidiaries and its interests in associates and joint ventures at fair value with accounting of changes in value through profit or loss.
An investment entity is defined as an entity that:
- (1) obtains funds from one or more investors for the purpose of providing those investor(s) with investment management services;
- (2) commits to its investor(s) that its business purpose is to invest funds solely for returns from capital appreciation, investment income, or both, and
- (3) measures and evaluates the performance of substantially all of its investments on a fair value basis.
In assessing whether it fulfils this definition, an entity must also look into whether it possesses the following typical features for an investment entity:
- (1) it has more than one investment;
- (2) it has more than one investor;
- (3) it has investors that are not related parties of the entity; and
- (4) it has ownership interests in the form of equity or similar interests.
In accordance with the transitional provisions of IFRS 1, this analysis was done on the transition date, when it was determined that Quest for Growth possesses both the essential and the typical features and therefore meets the definition of an investment entity. Quest for Growth is a public investment company with close-ended capital for investment in unquoted companies and growth companies (called a "PRIVAK" (Dutch) or "PRICAF" (French)), regulated by the AIFM Directive, the AIFM Act and the public PRIVAKs/PRICAFs legislation (Royal Decree of 10 July 2016). The Company's diversified portfolio comprises for the most part investments in growth undertakings listed at stock exchanges, unquoted companies and venture capital funds. Quest for Growth is listed on Euronext Brussels and has a diversified range of shareholders. Quest for Growth's objects are collective investment in permitted financial instruments issued by unquoted companies and growth companies in order to thereby realise capital gains that are paid in the form of dividends to its shareholders. Quest for Growth measures all holdings at fair value with changes in value accounted through the income statement.
b. Assumptions and estimates
The management makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The assumptions and estimates that have a significant risk of causing a material adjustment are outlined below. Estimates and underlying assumptions are reviewed on an on-going basis. Revisions to estimates are recognized prospectively.
Fair value of derivative financial instruments
The Company may, from time to time, hold financial derivative instruments that are not quoted in active markets, such as over-the-counter derivatives. Fair values of such instruments are determined by using valuation techniques. Valuation techniques (for example, models) used to determine fair values, are validated and periodically reviewed.
Fair value of private equity portfolio
The private equity portfolio includes direct investments through equity, investment related investment loans and investments in other funds managed by the Management Company or in third party funds. These investments are stated at fair value on a case-by-case basis.
Fair value is estimated in compliance with the International Private Equity and Venture Capital Association (IPEV) Guidelines. These guidelines include valuation methods and techniques generally recognised as standard within the industry. The Company primarily uses earnings multiples and scenario analysis to estimate the fair value of an investment.
Although management uses its best judgement in estimation the fair value of investments, there are inherent limitations to every valuation methodology. Changes in assumptions could affect the reported fair value of financial instruments.
Valuation models use observable data, to the extent practicable. The determination of what constitutes "observable" requires significant judgement by the Company. The Company considers observable data to be market data that are readily available, regularly distributed or updated, reliable and verifiable and provided by independent sources that are actively involved in the relevant market.
We also refer to note 7 to the financial statements for more information.
5. Important amendments to the policies for financial reporting
The Company has been applying IFRS 9 - Financial Instruments - as from 1 January 2018.
6. Financial risk management
This note presents information about the company's exposure to each of the financial risks.
Quest for Growth is exposed to a number of financial risks. The company's major risk factors are defined below. However these risks are not the only risks the company may run. Any other risk Quest for Growth may run, can also have a negative impact on the activities of the company.
- A. Market risk
-
- Price risk
-
- Interest rate risk
-
- Currency risk
- B. Liquidity risk
- C. Credit risk
Financial risk management framework
The Company's overall risk management programme seeks to maximise the returns derived for the level of risk to which the Company is exposed and seeks to minimise potential adverse effects on the Company's financial performance. The Company's policy allows it to use derivative financial instruments to both moderate and create certain risk exposures.
All securities investments present a risk of loss of capital. The maximum loss of capital on long equity and debt securities is limited to the fair value of those positions. The maximum loss of capital on forward currency contracts is limited to the notional contract values of those positions.
The management of these risks is carried out by the Management Company under policies approved by the board of directors, as explained in the annual report (Strategy page 8 and further).
The Management Company makes daily reports in this regard to the executive officers of the Company. Within the Management Company, risk management falls within the responsibility of a senior member of the finance department who is not a member of the executive committee but does report directly to it.
The risk manager uses Excel spreadsheets to collate and process all information relevant for risk management. The Excel worksheets generate various reports by which the risks within Quest for Growth can be monitored:
- compliance with investment restriction
- compliance with the legislation on closed-end private equity companies;
- supervision of hedging of the exchange risk;
- supervision of fluctuations in the daily NAV.
All abnormalities are immediately notified to the executive officers.
The risk manager reports to the executive officers. He/she reports to the audit committee at least once a year on his/her activities and can make process-improvement suggestions at any time.
Risk management within the Company focuses especially on the risks associated with the investments in the portfolio and their impact on the company's general risk profile and liquidity. Focus is also laid on identifying and managing operational risks such as legal, outsourcing and compliance.
A. Market risk
1. Price risk (see also sensitivity analysis on p. 98)
The value of the quoted companies in the portfolio directly depends on the stock prices and the evolution thereof.
In addition, the valuation of the unquoted companies of the portfolio and the valuation to the companies in the venture companies depend upon a number of market related elements such as the value of companies in the peer group, used for valuation purposes.
This means that the fair value of quest for Growth's unquoted portfolio is highly dependent on the evolution of the stock markets.
Each investment in the quoted portfolio is smaller than 5% of the net asset value. Each direct investment in unquoted companies is also smaller than 5% of the net asset value.
Investments in venture companies may be higher than 5% of the net asset value but are themselves diversified.
2. Interest rate risk
Quest for Growth invests a limited amount in term deposits and commercial paper. The interest rate risk is therefore negligible.
3. Currency risk
Quest for Growth invests in companies whose securities are not denominated in EUR. It is the responsibility of the board of directors to determine to what extent this currency risk should be hedged. As of September 2016 currency risk is no longer hedged. The board however, can at any time decide on a case-by-case basis to hedge a position in the in the portfolio
On 31 December 2020 Quest for Growth held a currency risk of € 13,052,461. The exposure per currency is illustrated in the table below:
| 31 December 2020 | In foreign currency | In € |
|---|---|---|
| Quoted companies | ||
| CHF | 14,099,268 | 13,052,461 |
| Unquoted companies | ||
| GBP | 0 | 0 |
| USD | 0 | 0 |
| CHF | 0 | 0 |
| Venture capital funds | ||
| GBP | 0 | 0 |
| USD | 0 | 0 |
| Cash and cash equivalents | ||
| GBP | 0 | 0 |
| USD | 0 | 0 |
| CHF | 0 | 0 |
| NOK | 0 | 0 |
| 31 December 2019 | In foreign currency | In € |
|---|---|---|
| Quoted companies | ||
| CHF | 0 | 0 |
| Unquoted companies | ||
| GBP | 0 | 0 |
| USD | 187,312 | 166,737 |
| CHF | 1,987,904 | 1,831,494 |
| Venture capital funds | ||
| GBP | 0 | 0 |
| USD | 93,433 | 83,170 |
| Cash and cash equivalents | ||
| GBP | 0 | 0 |
| USD | 0 | 0 |
| CHF | 0 | 0 |
| NOK | 0 | 0 |
Sensitivity analysis
The table below sets out the effect on the result of the period of a reasonably possible decrease of the EUR against the USD, GBP, NOK and CHF by 10% at 31 December 2020 and 31 December 2019. The analysis assumes that all other variables, in particular interest rates, remain constant.
Given that there were no debts or liabilities in foreign currencies at the end of the financial year, the effect on equity is the same as the effect on profit or loss.
| In EUR | 31 December 2020 | 31 December 2019 |
|---|---|---|
| USD | 0 | 27.767 |
| GBP | 0 | 0 |
| CHF | 1.450.273 | 203.499 |
| NOK | 0 | 0 |
B. Liquidity risk
'Liquidity risk' is the risk that the company will encounter difficulty in meeting the obligations associated with its financial liabilities and commitments that are settled by delivering cash or another financial asset.
Quest for Growth is an investment company with fixed capital and – as opposed to investment funds with variable capital – does not have to buy back shares. No liquidity problems can arise in the short term.
Quest for Growth does nonetheless invest in quoted growth shares with a certain liquidity risk and has outstanding commitments towards a number of venture capital funds and unquoted companies.
These investment commitments need to be fully paid up in accordance with the investments the companies makes over the investment period and further on. Quest for Growth has no control or decision power in this respect.
The table below gives an overview of the outstanding commitments at 31 December 2020 and 31 December 2019.
| Currency | Commitment in € 31/12/2020 |
Commitment in € 31/12/2019 |
|
|---|---|---|---|
| Capricorn Health-tech Company | € | 1,800,000 | 2,250,000 |
| Capricorn ICT ARKIV | € | 2,046,925 | 3,334,778 |
| Capricorn Sustainable Chemistry Fund | € | 13,000,000 | 15,000,000 |
| Capricorn Digital Growth Fund | € | 11,250,000 | 11,250,000 |
| Carlyle Europe Technology Partners II | € | 653,148 | 653,148 |
| NGData | € | 102,056 | 0 |
| Sensolus | € | 75,414 | 0 |
| Total | 28,927,543 | 32,487,926 |
The following are the contractual maturities of financial liabilities at the reporting date.
| In euro | Contractual cash flows | ||||
|---|---|---|---|---|---|
| 31 December 2020 | Book value | Total | Less than 15 days |
15 days to 1 year |
More than 1 year |
| Non-derivative liabilities | |||||
| Balances due to brokers | 0 | 0 | 0 | 0 | 0 |
| Dividends payable | 0 | 0 | 0 | 0 | 0 |
| Derivative financial liabilities | 0 | 0 | 0 | 0 | 0 |
| Commitments | 28,927,543 | 28,927,543 | 0 | 28,927,543 | 0 |
| Total | 28,927,543 | 28,927,543 | 0 | 28,927,543 | 0 |
| In euro | Contractual cash flows | ||||
|---|---|---|---|---|---|
| 31 December 2019 | Book value | Total | Less than 15 days |
15 days to 1 year |
More than 1 year |
| Non-derivative liabilities | |||||
| Balances due to brokers | 0 | 0 | 0 | 0 | 0 |
| Dividends payable | 0 | 0 | 0 | 0 | 0 |
| Derivative financial liabilities | 0 | 0 | 0 | 0 | 0 |
| Commitments | 32,487,926 | 32,487,926 | 0 | 32,487,926 | 0 |
| Total | 32,487,926 | 32,487,926 | 0 | 32,487,926 | 0 |
The table above shows the undiscounted cash flows of the Fund's financial liabilities on the basis of their earliest possible contractual maturity.
The ratio of net assets with an expected liquidation period within seven days (liquid assets) to total net assets is set out below.
| 31 December 2020 |
31 December 2019 |
|
|---|---|---|
| Total liquid assets | 57,606,507 | 44,205,558 |
| Liquid assets as % of total net assets | 38% | 32% |
Liquidity in the case of listed shares is assessed on the basis of the average number of shares traded at the exchange during the previous 90 days. The table below shows the anticipated liquidation period for financial assets as at 31 December 2020:
| Term: | Immediately available |
Maximum 7 days |
Max. 1 month | Max. 1 year | More than 1 year |
|---|---|---|---|---|---|
| Liquidity total assets | 21.9% | 15.7% | 22.8% | 13.1% | 26.6% |
C. Credit risk
- Concentration of credit risk
Quest for Growth holds an important cash position as well as a position in short term debt securities.
The credit risk on the cash position is managed by a fair distribution of the cash amongst different financial institutions with solid ratings or guaranteed by the Belgian Government. However this diversification of cash or similar instruments cannot protect the Company against negative evolutions within the counterparties that may have an important impact on the Company's cash position.
There were no significant concentrations in debt securities to any individual issuer or group of issuers at 31 December 2020 or at 31 December 2019. No individual investment exceeded 5% of the net assets either at 31 December 2020 or at 31 December 2019.
The Management Company reviews the credit concentration of debt securities based on counterparties.
The table below shows the most significant positions of cash and short term debt securities in function of the equity of the company on 31 December 2020:
| Cash | Kortlopende schuldbewijzen | |
|---|---|---|
| BELFIUS BANK | 5.09% | |
| KBC BANK | 0.46% | |
| PURATOS | 1.98% |
7. Fair value of financial instruments
a. Valuation models
Fair value is the price that would be received to sell an asset or that would be paid to transfer a liability in an orderly transaction between market participants at a measurement date.
Financial assets and liabilities measured at fair value
The fair value of financial assets and liabilities traded in active markets (such as listed securities and publicly traded derivatives) are based on quoted market prices at the close of trading at the measurement date. An active market is a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an on-going basis. The Company uses the close price for both financial assets and financial liabilities. If a significant movement in fair value occurs subsequent to the close of trading at the end of the reporting date, valuation techniques will be applied to determine the fair value.
The fair value of financial assets and liabilities that are not traded in an active market are determined by using valuation techniques. The Company may use internally developed models, which are based on valuation methods and techniques generally recognised as standard within the industry (IPEV). Valuation models are used primarily to value unlisted equity, debt securities and other debt instruments for which markets were or have been inactive during the financial year. Some of the inputs to these models may not be market observable and are therefore estimated based on assumptions. They determine how much an informed independent third party would like to pay for the purchase of the investment to be valued.
Valuation techniques used include the use of comparable recent arm's length transactions, reference to other instruments that are substantially the same, option-pricing models and other valuation techniques commonly used by market participants making the maximum use of market inputs.
The output of a model is always an estimate or approximation of a value that cannot be determined with certainty, and valuation techniques employed may not fully reflect all factors relevant to the positions the Company holds. Valuations are therefore adjusted, where appropriate, to allow for additional factors including model risk, liquidity risk and counterparty risk.
Other financial assets and liabilities
The carrying value less impairment provision of other financial assets and liabilities are assumed to approximate their fair values.
b. Fair value hierarchy
The company recognises transfers between levels of the fair value hierarchy as at the beginning of the reporting period.
The fair value hierarchy has the following levels
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;
Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and
Level 3 inputs that are unobservable. This category includes all instruments for which the valuation techniques includes inputs not based on observable data and whose unobservable inputs have significant effect on the instruments' valuation.
The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety. For this purpose, the significance of an input is assessed against the fair value measurement in its entirety. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a Level 3 measurement. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgement, considering factors specific to the asset or liability.
The determination of what constitutes 'observable' requires significant judgement by the company. The Company considers observable data to be that market data that is readily available regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.
Investments whose values are based on quoted market prices in active markets, and are therefore classified within Level 1, include active listed equities and exchange traded derivatives. The company does not adjust the quoted price for these instruments.
Financial instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within Level 2. These include listed equities on non active markets and over-the-counter derivatives. As Level 2 investments include positions that are not traded in active markets and/ or are subject to transfer restrictions, valuations may be adjusted to reflect illiquidity and/or non-transferability, which are generally based on available market information.
Investments classified within Level 3 have significant unobservable inputs, as they trade infrequently. Level 3 instruments include private equity and corporate debt securities. As observable prices are not available for these securities, the Company has used valuation techniques to derive the fair value.
c. Valuation Framework
The company has established a control framework for the measurement of fair values. The Management Company that is responsible for developing the company's valuation processes and procedures oversees the valuation process. The Management Company reports to board of directors of the company.
The valuations and calculations are carried out by the Management Company at a frequency, which is appropriate to the specific character of the company. In practise, the Management Company reassesses the valuations of the non-quoted investments of the company at least once every quarter. The valuation could be reassessed in between valuation dates in case material events occur in the underlying investment.
The valuation is the responsibility of the valuation expert and the executive committee of the Management Company. The valuation role is functionally independent from the portfolio management activities and the valuation expert, though present in the team meetings is not a member of the investment committees. Other measures ensure that conflicts of interest are mitigated and that undue influence upon the employees is prevented. The valuation shall be performed with all due skill, care and diligence. The valuation expert has an experience in auditing or determining the valuation of financial instruments.
For the valuation of the unquoted investments, the valuation expert receives input of the dedicated investment managers on the fundamentals and the prospects of the non-quoted investments. He/she attends the meetings of the investment teams. Valuation proposals can be discussed in the respective investment team meetings of the funds. The main responsibility of the valuation expert is to make sure that all valuations are done in accordance with the valuation rules of the company and that the assumptions at the basis of the valuation are sufficiently documented. He/she will also make sure that all factors that could be relevant in determining the value of the unquoted investments are taken into account in the assessment.
The valuation proposals are discussed at a quarterly valuation meeting that takes place close to the end of each quarter. Are present in this quarterly valuation meeting: the valuation expert, the members of the executive committee of Capricorn Partners and all Capricorn investment managers overseeing active non-quoted investments of the company. In the valuation meeting the proposed valuations of an investment manager are discussed with all members present and the valuations may be amended to obtain a final valuation proposal.
The final valuation proposals are submitted for approval to the executive committee of Capricorn Partners.
The ultimate responsibility for the approval of the valuations resides legally and contractually with the board of Quest for Growth. Changes in valuation rules will be submitted to and need approval of the board of directors.
d. Fair value hierarchy – Financial instruments measured at fair value
The following table analyses financial instruments measured at fair value at the reporting date by the level in fair value hierarchy into which the fair value measurement is categorised. The amounts are based on the values recognised in the statement of financial position.
| 31 December 2020 | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| Financial assets at fair value through profit or loss |
||||
| Shares, listed | 101,758,264 | 0 | 0 | 101,758,264 |
| Debt securities | 0 | 0 | 100,000 | 100,000 |
| Shares, unlisted | 0 | 0 | 15,546,277 | 15,546,277 |
| Venture capital funds | 0 | 0 | 25,096,969 | 25,096,969 |
| Total | 101,758,264 | 0 | 40,743,246 | 142,501,510 |
| Derivative financial instruments | ||||
| Listed equity index options | 0 | 0 | 0 | 0 |
| Foreign currency forward contracts | 0 | 0 | 0 | 0 |
| Total | 0 | 0 | 0 | 0 |
| 31 December 2019 | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| Financial assets at fair value through profit or loss |
||||
| Shares, listed | 82,922,903 | 1,967,721 | 0 | 84,890,624 |
| Debt securities | 0 | 0 | 530,741 | 530,741 |
| Shares, unlisted | 0 | 0 | 8,748,168 | 8,748,168 |
| Venture capital funds | 0 | 0 | 27,364,586 | 27,364,586 |
| Total | 82,922,903 | 1,967,721 | 36,643,494 | 121,534,118 |
| Derivative financial instruments | ||||
| Listed equity index options | 0 | 0 | 0 | 0 |
| Foreign currency forward contracts | 0 | 0 | 0 | 0 |
| Total | 0 | 0 | 0 | 0 |
In 2020 no financial instruments were transferred from Level 2 to Level 1.
The following table shows a reconciliation from the opening balances to the closing balances for the fair value measurement in level 3 of the fair value hierarchy
| Private equity investments |
Venture Capital Funds | Total | |
|---|---|---|---|
| Balance at 1 January 2019 | 10,312,066 | 25,279,337 | 35,591,403 |
| Purchases | 505,029 | 3,751,561 | 4,256,590 |
| Sales | -606,937 | -2,138,831 | -2,745,767 |
| Transfers into level 3 | 0 | 0 | 0 |
| Transfers out of level 3 | -1,591,208 | 0 | -1,591,208 |
| Total gains or losses recognised in profit or loss | 659,959 | 472,518 | 1,132,478 |
| Balance at 31 December 2019 | 9,278,910 | 27,364,586 | 36,643,495 |
| Balance at 1 January 2020 | 9,278,910 | 27,364,586 | 36,643,495 |
| Purchases | 5,751,489 | 2,000,000 | 7,751,489 |
| Sales | -1,030,811 | -3,779,104 | -4,809,915 |
| Transfers into level 3 | |||
| Transfers out of level 3 | |||
| Total gains (or losses) recognised in profit or loss | 1,646,689 | -488,511 | 1,158,177 |
| Balance at 31 December 2020 | 15,646,277 | 25,096,969 | 40,743,246 |
Measurement techniques used to determine fair value must encompass as many relevant observable inputs and as few non-observable inputs as possible. Level 3 inputs are non-observable as regards the assets. They are used to determine fair value to the extent that no relevant observable inputs are available. They reflect the assumptions on which market players should proceed when measuring the assets, including assumptions as to risks.
Risk assumptions include the risk inherent in a certain measurement technique that is used to determine fair value (such as a valuation model) and the risk inherent in the inputs for the measurement technique.
The table below shows the degree to which certain measurement techniques are used to value level 3 financial instruments on 31 December 2020:
| Multiples | Scenario analysis |
Stock quotations |
Cash | Other | |
|---|---|---|---|---|---|
| Unlisted shares and debt securities | 56.35% | 43.65% | |||
| Venture capital funds (underlying instruments) | 10.15% | 57.13% | 8.79% | 17.81% | 6.12% |
e. Sensitivity analysis of financial instruments at fair value through profit and loss
De waardering van beleggingen in niet-genoteerde The valuation of investments In non-quoted equity securities and venture capital funds depends on a number of market related factors.
The following market-related factors may be applied to the measurement methods.
Multiples: the multiples used are preferably equity/earnings (company value/turnover) for companies with a sustainable turnover flow and equity/EBITDA (company value/profit for financial burdens, taxes and depreciation/amortisation) for companies with a sustainable EBITDA flow. The valuation is done on the basis of the most recent available information over 12 months, for instance the figures for the last four quarters or the figures for the last financial year.
The multiple is determined based on the median for comparable companies ("peer group"). Factset is used as the source for these financial data. The peer group is composed on the basis of criteria such as: similar activities or industry, size, geographical spread. The peer group preferably encompasses a minimum of three and a maximum of ten companies.
The market-based multiple of the group of comparable quoted companies (peer group) is corrected with differences between the peer group and the company to be valued. A first correction (illiquidity discount) is applied because of the difference in liquidity of the valued shares compared to that of quoted shares. Other grounds for correcting multiples (discount or premium) might be: size, growth, diversity, nature of activities, differences between markets, competitive positioning, services performed by the company, recent transactions selling or financing comparable transactions, exceptional or non-recurring expected decline in results, etc.
If the additional discounts (excluding the illiquidity discounts) are not applied to the valuations at 31 December 2020, this would have a positive effect on Quest for Growth's net asset value of EUR 1,024,602. Whereas the non-application of premiums has a negative impact of EUR 558,410 on the valuations at 31 December 2020. The net impact at 31 December 2020 is EUR 466,192 on the net asset value of Quest for Growth.
Scenario analysis: In applying the probability-weighted model, account is taken of industry-specific information and available studies.
In valuing investments in unquoted shares in the venture capital funds managed by Capricorn, as at 31 December 2020 twenty participations were valued on the basis of scenario analysis and four participations were valued using the multiple method. Additionally, in valuing the direct investments made by Quest for Growth in unquoted companies, five participations were valued on the basis of scenario analysis and four participations were valued using the multiple method.
If the valuations in a scenario analysis are subject to a 10% change, this means an increase (or decrease) in the value of the venture capital funds by an amount of €1,461,244. For Quest for Growth's direct investments in unquoted companies, valued under scenario analysis this would mean an increase (or decrease) of €682,979.
If the peer group multiple were to increase (or decrease) by 1 for the individual participations in the venture capital funds valued on the basis of multiples, this would result in an overall increase (or decrease) of €1,455,876. For Quest for Growth's direct investments in unquoted companies valued on the basis of multiples, increasing (or decreasing) the multiple by 1 for the individual participations would mean an overall increase (or decrease) of €1,189,082.
The quoted share portfolio is to a significant extent sensitive to fluctuations on the stock markets. The portfolio's beta, which measures the portfolio's sensitivity relative to the market, is 1.07 over 3 years. The betas have been calculated with Factset for the quoted share portfolio excluding cash against the STOXX Europe 600 index as at 31 December 2020. Taking account of these betas, calculated on the basis of historical data for the portfolio, a rise or fall of 10.7% can be expected upon a rise or fall of 10% in the STOXX Europe 600 index. Changes in the portfolio's composition and changes in the volatility of shares in the portfolio or of the market can give rise to fluctuations beyond the above range.
f. Financial instruments not measured at fair value
The financial instruments not measured at fair value through profit or loss are short term financial assets and liabilities whose book value approaches fair value. They are not measured at fair value because the book value is a good approach of the fair value, because of their short term nature and for the financial assets for the high credit quality of counterparties.
| 31 December 2020 | Book value | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|---|
| Financial assets | |||||
| Short-term debt securities | 2,699,977 | 0 | 2,699,977 | 0 | 2,699,977 |
| Trade and other receivables | 192,002 | 0 | 192,002 | 0 | 192,002 |
| Dividend receivables | 328,430 | 0 | 328,430 | 0 | 328,430 |
| Financial liabilities | |||||
| Trade payables | 0 | 0 | 0 | 0 | 0 |
| 31 December 2019 | Book value | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|---|
| Financial assets | |||||
| Short-term debt securities | 5,199,955 | 0 | 5,199,955 | 0 | 5,199,955 |
| Trade and other receivables | 340,457 | 0 | 340,457 | 0 | 340,457 |
| Dividend receivables | 266,543 | 0 | 266,543 | 0 | 266,543 |
| Financial liabilities | |||||
| Trade payables | 0 | 0 | 0 | 0 |
Kortlopende schuldbewijzen zijn belegd in Puratos. In de loop van het jaar is de positie in kortlopende schuldbewijzen uitgegeven door Puratos deels afgebouwd in het kader van het beheer van de cashposities Op basis van onderstaande balansstuctuur en ratio's kan vastgesteld worden dat Puratos Group een solide financiële positie heeft. Bijgevolg werd geen afwaardering in gevolge het verwachte kredietverlies geboekt voor deze investering.
| Million euros | 01/01/2019 - 31/12/2019 | 01/01/2018 - 31/12/2018 |
|---|---|---|
| Equity (1) | 470.7 | 247.5 |
| Financial liabilities (2) | 146.9 | 231.3 |
| Liquid assets (3) | 28.6 | 22.7 |
| Net financial liabilities (4)=(2)-(3) | 118.3 | 208.6 |
| Total liabilities (5) | 622.6 | 524.1 |
| Level of debt or debt/equity ratio = (4) / (1) | 25% | 84% |
| Solvency or equity ratio = (1) / (5) | 76% | 47% |
g. Cash and cash equivalents
Cash and cash equivalents are assets placed with financial institutions and can be accessed immediately.
8. Operating segments
The Company has three reportable segments: Investments in quoted companies, investments in unquoted companies and investments in venture capital funds. Segment information is prepared on the same basis as that is used for the preparation of the Fund's financial statements.
Investments in quoted companies
Quest for Growth's quoted portfolio is 100% actively managed and does not follow any reference index or benchmark. Stock selection is based on fundamental analysis. Important investment criteria are: financial strength, growth prospects, market position, management strength and valuation. The preference lies in long-term investments in growth companies with an attractive valuation.
Most of the shares within the portfolio are in companies with a small or mid sized market capitalisation (small & mid caps). Quest for Growth believes it is very important to maintain personal contact with the management of these companies. In addition to mid caps, Quest for Growth may also invest in large companies to a certain degree, thus improving the liquidity of part of the portfolio.
Balanced diversification among the various industries is a goal. The portfolio is diversified but selective, with investments in 20 to 30 different companies. The holding in any individual company is in principle no more than 5% of the net asset value.
Investments in unquoted companies
Quest for Growth is able, on a selective basis, to co-invest together with the venture capital funds of Capricorn Partners, which can result in Quest for Growth increasing its exposure to companies in which investments have already been made. This will usually be done in a later phase of the company's development. These kinds of investments are initially decided on by the board of directors of Quest for Growth.
To encourage investments in unquoted companies, since 2017 Quest for Growth has also been able to invest directly, without these investments constituting a co-investment. Please see page 9.
For direct investments in unquoted companies, Quest for Growth will invest a maximum of 5% of the assets in a single company.
The aim with regard to unlisted equities is to create capital gains by means of takeovers by other market players or in the course of exit (i.e., disposing of the shares in the company) by means of an IPO on the stock market.
Investments in venture capital funds
Investments in unquoted equities will increasingly be made via venture capital funds of Capricorn Partners, which is Quest for Growth's Management Company. Decisions on whether to undertake investments in these funds are taken by the board of directors of Quest for Growth. The aim is to acquire significant holdings in businesses via these funds, whereby the Management Company plays an active role on the board of directors and in supporting those businesses' management. This strategy is designed to ensure a higher influx of investment files and more thorough supervision of the investments in unlisted shares, with the ultimate aim of further improving Quest for Growth's future results.
As regards investments in third-party funds, a similar strategy has been pursued as for direct holdings in unquoted companies, but there will be no investments in new funds. Past obligations will be honoured.
The table below gives an overview of the assets per segment:
| Notes | 31 December 2020 | 31 December 2019 | |
|---|---|---|---|
| Investments in quoted companies | 14 | 101,758,264 | 84,890,624 |
| Investments in unquoted companies | 14 | 15,646,277 | 9,278,909 |
| Investments in venture capital funds | 14 | 25,096,969 | 27,364,585 |
| TOTAL | 142,501,510 | 121,534,118 |
STATEMENT OF PROFIT AND LOSS PER SEGMENT
| For the period ended |
31 December 2020 |
31 December 2019 |
|
|---|---|---|---|
| In EUR | Notes | ||
| Net realised gains /(losses) on financial assets | 7/10 | 5,663,904 | -4,909,179 |
| Net unrealised gains/(losses) on financial assets | 7/10 | 7,607,801 | 18,362,537 |
| Dividends income | 1,115,320 | 1,780,882 | |
| Segment revenue from investments in quoted companies | 14,387,026 | 15,234,240 | |
| Net realised gains/(losses) on financial assets | 7/10 | 2,707,292 | 396,321 |
| Net unrealised gains/(losses) on financial assets | 7/10 | 1,646,690 | 596,460 |
| Dividends income | 0 | ||
| Segment revenue from investments in unquoted companies | 4,353,982 | 992,781 | |
| Net realised gains /(losses) on financial assets | 7/10 | 956,940 | 2,340,750 |
| Net unrealised gains /(losses) on financial assets | 7/10 | -488,512 | 472,518 |
| Dividends income | 0 | 0 | |
| Segment revenue from investments in venture capital funds | 468,427 | 2,813,268 | |
| Net interest income / (charges) | 11 | -5,451 | 2,389 |
| Net realised foreign exchange gain/(loss) | -32,526 | -1,885 | |
| Net unrealised foreign exchange gain/(loss) | 25,769 | 0 | |
| Total income from investments | 19,197,227 | 19,040,793 | |
| Other operating income / (loss) | -18,604 | -14,468 | |
| Total operating income | 19,178,623 | 19,026,326 | |
| Total operating costs | -1,927,572 | -1,979,661 | |
| Profit from operating activities | 17,251,051 | 17,046,664 | |
| Net finance expense | -3,743 | -8,346 | |
| Profit / (Loss) before income taxes | 17,247,308 | 17,038,319 | |
| Withholding tax expenses | 12 | -162,945 | -296,726 |
| Other incomes taxes | 12 | -42 | -567 |
| Profit / (Loss) for the period | 17,084,320 | 16,741,026 |
9. Earnings per share
| 31 December 2020 | 31 December 20169 | |||||
|---|---|---|---|---|---|---|
| Ordinary shares |
Class A shares |
Class B shares |
Ordinary shares |
Class A shares |
Class B shares |
|
| Average number of shares outstanding – basis and diluted |
16,773,226 | 750 | 250 | 16,773,226 | 750 | 250 |
| Profit / (Loss): | 17,083,301 | 764 | 255 | 16,740,027 | 749 | 250 |
| Profit / (Loss) per share - basic and diluted |
1.02 | 1.02 | 1.02 | 1.00 | 1.00 | 1.00 |
(*) average weighted number of shares outstanding for the period
The holders of the different share classes have different rights to dividend payments and on liquidation of the company (see point 18 below)
10. Net gain from financial instruments at fair value through profit and loss
| 31 December 2020 |
31 December 2019 |
|
|---|---|---|
| Net gain (loss) from financial instruments designated as at fair value through profit and loss |
||
| Shares (including venture capital funds) | 18,030,469 | 17,263,213 |
| Debt securities | 63,646 | 3,805 |
| Derivative financial instruments | 0 | 0 |
| 31 December 2020 |
31 December 2019 |
|
|---|---|---|
| Net gain (loss) from financial instruments designated as at fair value through profit and loss |
||
| Realised | 9,328,136 | -2,172,109 |
| Unrealised | 8,765,979 | 19,431,515 |
The realised gain from financial instruments at fair value through profit or loss represents the difference between the carrying amount of a financial instrument at the beginning of the reporting period, or the transaction price if it was purchased in the current period, and its sale or settlement price.
The unrealised gain represents the difference between the carrying amount of a financial instrument at the beginning of the period, or the transaction price if it was purchased in the current reporting period, and its carrying amount at the end of the period.
11. Interest income (charges)
| 31 December 2020 |
31 December 2019 |
|
|---|---|---|
| Interest income / (charges) on financial instruments not measured at fair value |
||
| Short term debt securities | 372 | 2.250 |
| Cash and cash equivalents | -5,823 | -61 |
12. Income Taxes
Other Income taxes
Quest for Growth is structured as a private equity company and therefor enjoys considerable tax benefits. These benefits only apply if the investment rules are adhered to and:
- All the portfolio companies are subject to a normal taxation scheme;
- At least 80% of realised profits from the financial year are distributed as dividends (Quest for Growth's articles of association specify that it will distribute at least 90% of the realised profits) to the extent that the provisions of the CAC and of Article 35 of the Royal Decree of 10 July 2016 are met;
- Provided there are sums available for distribution.
Provided the private equity company adheres to these investment rules, the tax base is limited to disallowed expenses and 'abnormal or gratuitous benefits'.
Amendments of the corporate tax laws may have an important impact on the company's results.
Withholding taxes
Dividend income from foreign companies received by the company is subject to withholding tax imposed in country of origin. Based on double-taxation treaties between Belgium and the country of origin, sometimes part of the retained withholding taxes can be claimed back.
Dividend income from Belgian companies is subject to a withholding tax of 30%. The withholding tax paid cannot be claimed back. During the reporting period till 31 December 2020 € 22,840 (2019: € 149,308) was withheld on dividends from Belgian companies.
For the period to 31 December 2020, a sum of € 140,105 of nondeductible withholding tax was retained at source on dividends from foreign corporations. In the period to 31 December 2019, retentions of this kind amounted to € 147,418.
13. Classification of financial assets and financial liabilities
The table below sets out the classifications of the carrying amounts of the company's financial assets and financial liabilities into categories of financial instruments..
| 31 December 2020 | Designed at fair value | Financial assets and liabilities at amortized cost |
Total |
|---|---|---|---|
| Cash and cash equivalents | 7,581,758 | 7,581,758 | |
| Short term debt securities | 2,699,977 | 2,699,977 | |
| Trade receivables | 192,002 | 192,002 | |
| Dividends receivable | 328,430 | 328,430 | |
| Financial assets | |||
| Financial assets at FVTPL – equity securities | 142,401,510 | 142,401,510 | |
| Financial assets at FVTPL – debt securities | 100,000 | 100,000 | |
| Other current assets | 7,210 | 7,210 | |
| Trade and other payables | -9 | -9 | |
| Other liabilities | -41,819 | -41,819 | |
| Total | 142,501,510 | 10,767,549 | 153,269,059 |
| Financial assets and liabilities at |
|||
|---|---|---|---|
| 31 December 2019 | Designed at fair value | amortized cost | Total |
| Cash and cash equivalents | 8,878,626 | 8,878,626 | |
| Short term debt securities | 5,199,955 | 5,199,955 | |
| Trade receivables | 340,457 | 340,457 | |
| Dividends receivable | 266,543 | 266,543 | |
| Financial assets | |||
| Financial assets at FVTPL – equity securities | 121,003,377 | 121,003,377 | |
| Financial assets at FVTPL – debt securities | 530,741 | 530,741 | |
| Other current assets | 7,240 | 7,240 | |
| Trade and other payables | -382 | -382 | |
| Other liabilities | -41,819 | -41,819 | |
| Total | 121,534,118 | 14,650,620 | 136,184,739 |
14. Financial assets and financial liabilities at fair value through profit or loss
| 31 December 2020 |
31 December 2019 |
|
|---|---|---|
| Financial assets at fair value through profit or loss | ||
| Shares - quoted | 101,758,264 | 84,890,624 |
| Shares - unquoted | 15,546,510 | 8,748,168 |
| Venture capital funds | 25,096,969 | 27,364,586 |
| Debt securities | 100,000 | 530,741 |
| Derivative financial instruments | 0 | |
| Total financial assets through profit or loss | 142,501,510 | 121,534,118 |
Classification
The company classifies its investments in debt and equity securities, venture funds and derivatives as financial assets and liabilities at fair value through profit and loss, given that they are managed, and their performance is evaluated on the basis of fair value pursuant to a documented risk management or investment strategy, and information concerning the group is circulated internally on this basis to managers of the entity who hold key positions. Investments in equity instruments (including shares) are measured at fair value through profit or loss, since they are held for trading. Derivative financial instruments are measured at fair value through profit or loss pursuant to IFRS 9.
Financial assets or financial liabilities held for trading are those acquired or incurred principally for the purpose of selling or repurchasing in the near future or on initial recognition, they are part of a portfolio of identified financial instruments that the fund manages together and has a recent actual pattern of short-term profit taking. All derivatives and short positions are included in this category. The Fund does not classify any derivatives as hedges in a hedging relationship.
15. Trade and other receivables
Trade and other receivables comprise amongst others
| 31 December 2020 |
31 December 2019 |
|
|---|---|---|
| Claims pursuant to divestments (escrow-accounts) | 192,002 | 340,457 |
| Other | 0 | 0 |
| Total | 192,002 | 340,457 |
16. Fees to the statutory auditor
The remuneration paid to PWC Bedrijfsrevisoren for the audit of the annual financial statements and for the limited review of the half-year figures was €29,345 (excl. VAT). An additional fee of € 4,500 will be paid to the statutory auditor in 2021 for the delivery of the special report on the determination of the management fee.
17. Equity
| 31 December 2020 |
31 December 2019 |
|
|---|---|---|
| Authorised, issued an fully paid | ||
| Ordinary shares | 16,773,226 | 16,773,226 |
| Class A shares | 750 | 750 |
| Class B shares | 250 | 250 |
| Subscribed capital | € 146,458,719 | € 146,458,719 |
| Cost of capital increase | € 1,119,393 | € 1,119,393 |
| Subscribed capital after cost of capital increase (IFRS) | € 145,339,326 | €145,339,326 |
Capital increase
The general meeting of 29 March 2018 decided to distribute a gross dividend for ordinary shares of € 1.54 per share (net: € 1.52 per share). Shareholders had a choice between:
- contributing their dividend entitlement to the capital in exchange for new shares of the "ordinary" class,
- a pay-out of the dividends in cash, or
- a combination of the previous two options.
The issue price of the new ordinary shares was €7.00 per share.
The number of dividends to be contributed in order to subscribe to one new ordinary share (the "exchange ratio") thus amounted to 1 new ordinary share for 5 existing dividend rights. Given that the value of 5 dividends (that is €7.6) was higher than the issue price for 1 new ordinary share, the balance of the value of the dividends contributed that was not used for meeting the issue price, namely a sum of €0.60 per 5 dividends, was paid out in cash to the shareholder.
For 53% of the dividend entitlements, shareholders opted to contribute their dividends to the capital in exchange for new ordinary shares. As a result, 1,618,257 new ordinary shares were issued, for a total amount of € 11,327,844.24.
The capital of Quest for Growth now amounts (after deducting the cost of the capital increase) to €145,339,326.56 and is represented by 16,773,226 ordinary shares, 750 A-class and 250 B-class shares.
Each of those shares is accompanied by one voting right at the general meeting of the company.
The new ordinary shares have been quoted since 17 April 2018 on Euronext Brussels.
18. Dividend
Quest for Growth is structured as privak, a public alternative undertaking for collective investment with fixed capital, and is subject to specific investment rules. Section 35 of the Royal Decree of 10 July 2016 provides that privaks/pricafs must pay out at least 80% of the net earnings for the year, less amounts corresponding to net reductions in the investment institution's liabilities during the year. However, Quest for Growth's articles of association include a clause saying that the company must distribute at least 90% of its income after deduction of pay, commissions and expenses.
The shareholders in general meeting resolve on the allocation of the remainder on a proposal by the board of directors.
Dividend attributable to holders of different classes of shares
The holders of class A and class B shares of the Issuer receive a preference dividend. That preferred dividend is paid out of the part of the net profit that exceeds the amount necessary to pay out to all the shareholders a dividend equal to six per cent (6%) nominal calculated on basis of the capital and reserves as they are expressed on the balance sheet after appropriation of the net profit at the beginning of the accounting year to which the dividend relates. Of that surplus amount twenty per cent (20%) is paid out to holders of class A and class B shares of the Issuer as preference dividends. The remaining eighty per cent (80%) is distributed equally amongst all shareholders. Capital increases effectuated during the year are included in the calculation on a pro rata temporis base
Despite a positive result of €16,741,026 for the financial year 2019, no dividend could be paid out, because the company still carried forward a loss of €9,154,588 following appropriation of the result.
Of the profit for the financial year, an amount of € 9,154,587 is used to clear the losses carried forward. In accordance with the provisions on profit appropriation, as described in the Royal Decree of 10 July 2016 with regard to alternative institutions for collective investment in unlisted companies and in growth companies ("Privak KB"), the balance of 7,929,733 euros must be included in an unavailable reserve. After all, the PRIVAK RD determines as follows: "The positive balance of the fluctuations in the fair value of the assets is included in an unavailable reserve."
The board of directors proposes to convene an extraordinary general meeting that may decide to distribute 6,709,690.40 euros or 0.40 euros gross per share in the form of a capital reduction.
19. Related parties and key contacts
Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial or operational decisions.
(a) Management fee
The Company is managed by Capricorn Partners, an alternative investment fund manager incorporated in Belgium.
Under the terms of the management agreement dated 1 April 2017, whereby the Company appointed Capricorn Partners as Management Company of Quest for Growth, the Management Company's fee is set at 1% of the Company's share capital.
In 2019 this resulted in a fee of 1,464,587 euros, increased by a flatrate reimbursement of 90 000 euros for research costs.
In 2020, the management agreement has been amended and the fixed compensation for research costs will no longer be charged. For more information, please refer to page 66 (Conflicts of Interest).
In 2019 Capricorn Partners received € 1,554,587 (including research costs).
In 2020 Capricorn Partners received € 1,464,587.
20.Subsequent events
The board of directors has no knowledge of events occurring after the balance sheet date that might have an effect on the result for the year.
21. Significant valuation rules
The Company's financial statements are prepared in accordance with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and approved by the European Union.
The following accounting policies have been consistently applied to all periods presented in these financial statements.
21.1. Foreign currencies
Transactions in foreign currencies are recorded at the exchange rate valid on the date of the transaction. Monetary assets and liabilities in foreign currencies are converted at the closing rate on the balance sheet date. Profits and losses resulting from foreign currency transactions and the conversion of monetary assets and liabilities are recorded in the income statement.
21.2. Non-derivative financial instruments
The fund categorises non-derivative financial assets as follows: financial assets valued at fair value with changes in value being incorporated into profit or loss, and financial assets at amortised cost.
Realised profits or losses on investments are calculated as the difference between the sale price and the investment's carrying value at the time of the sale. All purchases and sales of financial assets according to standard market conventions are recognised on the transaction date.
Purchases and sales of financial assets according to standard market conventions are purchases and sales of an asset on the basis of a contract whose terms require delivery of the asset within the deadlines that are generally laid down or agreed on the relevant market.
First recognition of loans, receivables and issued debt instruments occurs on the date on which they are executed.
Financial assets measured at fair value with changes in value reflected in profit or loss
A financial asset is classified as measured at fair value through profit or loss, if it does not fall within the other categories (measured at amortised cost). Directly attributable transaction costs are accounted through profit or loss at the time they are incurred. Financial assets measured at fair value through profit or loss are measured at fair value; any changes including any interest or dividend proceeds are incorporated into profit or loss.
The shareholdings are classified as financial fixed assets measured at fair value through result. These holdings are equity instruments belonging to the fund's investment portfolio, including associated holdings.
The International Private Equity and Venture Capital Valuation Guidelines (IPEV Guidelines) are applied as explained below. In December 2018, a new version of these guidelines was published as a replacement for the previous version, with effect as of 1 September 2015.
Determination of fair value for investments in equity components
1. Investments in quoted companies
For investments that are actively traded on organised financial markets, fair value is determined on the basis of the closing price at the time the relevant market closed on the balance sheet date.
Discounts are not normally applied to stock market prices. However, in cases where the liquidity of a share is restricted or if the market price is not representative, account is taken thereof in determining the value.
The following discounts are applied where appropriate. They can be modified if circumstances clearly dictate they should be.
- Contractual limitations or other legally enforceable restrictions on sale such as a lock-up agreement: for investments in quoted companies subject to contractual arrangements prohibiting sale of those shares before the expiry of a given period ("lock-up agreement"), a discount of 1.5% is applied for each lock-up month still to run under the lock-up agreement, capped at 25%. No distinction is drawn between so called hard and soft lock-ups.
- Limited liquidity owing to limited trading in the share: if the share is not regularly traded (e.g. not daily), a liquidity discount may be applied. If a share's negotiability is limited (it is not traded in daily) and where there are particular movements in the price prior to the reporting date, the option can also be taken to apply an average price over a recent period as a measurement yardstick.
- If more than one of the above discounts applies, application is made of the highest applicable at that time.
2. Investments in unquoted companies
In accordance with IFRS 13, fair value is determined as the amount for which an asset can be traded between well informed, independent parties prepared to enter into a transaction. In the absence of an active market for a financial instrument, use is made of valuation models. Valuation methods are applied consistently from one period to another unless change would result in a better estimation of fair value.
Valuation methods
A. Multiples Method
This method is used for investments in an established company with a significant, identifiable or regular stream of turnover or profits that can be regarded as sustainable. When assessing the sustainability of the turnover or profits, the company's results for at least one audited financial year must be available for examination together with the forecasted results outlook of the company.
In order to determine the fair value of an investment, a reasonable and comparable multiple (bearing in mind the company's risk profile and profit‐growth prospects) is applied to the sustainable turnover or profits of the company to be valued.
The following multiples are preferred:
- EV/turnover (enterprise value/turnover) for companies with a sustainable turnover flow
- EV/EBITDA (enterprise value/earnings before interest, taxes, depreciation and amortisation) for companies with a sustainable EBITDA flow
The valuation is done on the basis of the most recent available figures over 12 months, either of the last four quarters or of the last financial year.
The multiple is determined based on the median for comparable quoted companies (the 'peer group'). The peer group is composed on the basis of criteria such as: comparable activities or sector, size, geographical spread. The peer group will preferably encompass a minimum of three and a maximum of around ten companies. The market source used for determining the multiples is Factset.
The market‐based multiple of the peer group of quoted companies is then adjusted for points of differences between the peer group and the company to be valued ('discount' or 'premium'). In this regard, account is taken of the difference in liquidity of the valued shares to be valued compared to that of quoted shares. Other grounds for correcting multiples might be: scope; growth; diversity; nature of activities; differences between markets; competitive positioning; performance of the company; recent transactions in which comparable companies have been sold or financed; exceptional or one‐off items and anticipated drops in results.
B. Scenario Analysis
The scenario analysis is used when the company has no or does not yet have any recurrent turnover or profits, which is often the case for seed, start‐up or early‐stage companies.
It consists of a forward‐looking method that considers a number of possible future scenarios, being the probability‐weighted expected return method (PWERM). Valuations will be determined by applying a correction factor to the most recent transaction price based on Key Performance Indicators (KPI). This correction factor is calculated by applying a probability‐weighting to a number of different possible future scenarios: (a) a successful exit, (b) a value increase, (c) a flat value (equal to the recent transaction price), (d) a value decrease and (e) a total write‐off (investment lost).
C. Additional considerations
Irrespective of the multiples or scenario analysis‐based method used for the valuation, specific consideration should always be given to the following factors which may have an impact on the valuation of the portfolio company:
- Any surplus assets or excess liabilities and other contingencies of the company.
- Bridge financing, such as granting loans to an investee company pending on a new round of equity financing) should be taken into account as follows: In case of an initial investment, where the AIF holds no other investment in the portfolio company, the bridge loan should be valued in isolation. If it is expected that the financing will occur in due course and that the bridge loan is merely ensuring that funds are made available early, cost may be the best indicator of fair value, unless market or company specific conditions exist, which could indicate that fair value differ from cost. If the bridge financing is provided to an existing investee company in anticipation of a follow‐on investment, the bridge finance should be included, together with the original
investment, as a part of the overall package of investment being valued to the extent a market participant would be expected to combine the overall investment.
- Other rights such as conversion rights and ratchets may affect the fair value, and a separate assessment is done in order to establish the probability of them being exercised and the impact that this could have on the fair value of the investment.
- Differences in the allocation of earnings or exit proceeds, such as liquidation preferences must be assessed and taken into account in order to determine their impact on the valuation of the investment.
- Any instrument that may have a dilutive effect on the fund's investment must be considered so as to split the net equity value appropriately among the different securities and financial instruments.
- Non‐binding indicative offers, or term sheets are not accepted as such on a stand‐alone basis for valuation but need to be assessed with a probability score of realization.
- If a transaction upon which the valuation is based (e.g. a signed purchase or investment agreement) has been executed but has not yet been closed, a closing discount can be applied to the valuation to factor in the risk that closing might not be achieved.
- Positions in options and warrants must be valued separately from the underlying investments considering the exercise period and the strike price of the option or warrant versus the actual fair value of the underlying asset.
- For receivables placed in an escrow account (in general a deferred payment of part of a sales price linked to representations & warranties), a standard discount of 20% is applied.
- Any internal matters such as fraud, commercial disputes, litigation, changes in management or strategy may obviously affect the fair value as well.
• At the measurement date, all available information is considered to determine the fair value of the investment. Post balance sheet events that occur between the end of the reporting period and the date that the financial statements are authorized for issue, will be analyzed and depending on the nature of the event, the fair value of the investment can be adjusted.
D. Investments in funds not managed by Capricorn Partners
For funds that are not managed by Capricorn Partners, the fund's fair value is in principle derived from the reported fund's net asset value. However, it may be necessary to adjust that value based on the best available information at the measurement date. Factors that might give rise to an adjustment include: a timing difference against the reporting date, major valuation differences in the underlying shareholdings and any other factor likely to affect the value of the fund. Hence, a better estimation of the fair value of the fund may be obtained by determining the individual valuations of the underlying shareholdings.
E. Receivables of sold investments linked to milestones
Receivables stemming from the sale of investments that are linked to uncertain future results (milestone payments based on sales or EBITDA figures or on other key performance indicators) are separately valued but attract a discount that is dependent on the probability of these results‐bound payments/claims being realised. To this end, probabilities of success that are generally accepted in the sector are used for a separate valuation.
Financial assets measured at amortised cost
Financial assets measured at amortised cost are classified in the business model that is based on the acquisition or holding of financial instruments to collect the contractual cash flows and pass the SPPI (solely payment of principal and interest) test. At initial recognition, these assets are measured at fair value plus any directly attributable transaction costs. These financial assets are subsequently measured at amortised cost, minus any impairments calculated on the basis of forecast credit losses pursuant to IFRS 9.
Non-derivative financial obligations
On first recognition, non-derivative financial obligations are measured at fair value plus any directly attributable transaction costs. After first recognition, these obligations are measured at amortised cost using the effective-interest method.
Criteria for writing off financial assets and debts
Financial assets and debts are written off when the contractual rights attaching to them are no longer controlled. This arises when financial assets and debts are sold or the cash flows attributable to the assets and debts are assigned to an independent third party.
21.3. Derivative financial instruments
Derivative financial instruments are measured at fair value on first recognition; any directly attributable transaction costs are accounted through profit or loss at the time they are incurred. After first recognition, derivative financial instruments are measured at fair value. Changes in fair value are recognised in the income statement. No hedge accounting is done for hedging transactions.
21.4. Income tax
As a matter of principle, Quest for Growth is subject to Belgian corporation tax at the standard rate of 29.58% (25% as from 2020). However, its tax base is determined on a notional basis in the sense that it comprises only the total abnormal and gratuitous benefits it receives and disallowed expenses incurred other than impairment and capital losses on shares.
Application of this favourable tax regime is dependent on Quest for Growth's qualifying as a public PRIVAK/PRICAF. This means that, should the company forfeit that status (e.g. as the result of breaches of regulatory provisions imposed as a consequence of the status, such as permitted investments and the investment policy that is pursued), said favourable corporation tax regime will no longer apply to it.
Received income is in principle exempt from Belgian withholding tax except for Belgian-source dividends and compounded interest on loans and zero-coupon bonds. Belgian-source dividends remain subject to Belgian withholding tax at 30% unless Quest for Growth has held a holding representing at least 10% of the capital of the relevant Belgian company for one year or more. Any Belgian withholding tax retained at source on dividends received by Quest for Growth cannot be offset against its corporation tax liability and any excess is not refundable.
Moreover, it must be noted that certain foreign income received by Quest for Growth may be subject to local (foreign) withholding taxes. The company receives the relevant income after deduction or retention of the relevant local withholding tax and, in principle, cannot offset it against its Belgian corporation tax charge or otherwise recover it in Belgium in any other manner.
21.5. Other levies
Quest for Growth is a collective investment undertaking and therefore subject to the annual tax on those bodies. The rate of this tax is 0.0925% and is the tax charged on the total net assets on 31 December of the preceding year.
21.6. Provisions
Provisions are constituted where the company has engaged commitments (enforceable in law or de facto) as a result of previous events, where it is probable that fulfilment of those obligations will require an outflow of resources and where a reliable estimate can be made of the scope of those obligations. Provisions are determined by placing a net present value on anticipated future cash flows on the basis of a discount rate before tax that is a reflection of the current market assessments of the time value of money and of the specific risks relative to the obligation. The grossing-up of provisions is accounted as a finance charge. If the company expects to be remunerated for a provision, the repayment is not booked as an asset until such time as repayment is virtually certain.
21.7. Recognition of earnings
Interest earnings are booked as earnings according to the effective-interest method as set out in IFRS 9.
Earnings and expenditure are presented on a net basis for profits and losses on financial instruments and for exchange rate profits and losses.
Declared dividends are recorded as earnings:
- (1) for listed shares, at the time the share is listed ex-coupon
- (2) for unlisted shares, at the time that the shareholders in general meeting approve the dividend.
21.8. Share capital
Costs directly attributable to an issuance of ordinary stock after deduction of any tax effects are deducted from equity.
Dividends proposed by the board of directors after year-end are not booked as a debt in the financial statements until approved by the shareholders in annual general meeting.
21.9. Profit per share
Quest for Growth calculates both the ordinary and the diluted profit per share in accordance with IAS 33. The ordinary profit per share is calculated on the basis of the weighted average number of outstanding ordinary shares during the period. The diluted profit per share is calculated according to the average number of outstanding shares during the period, taking into account the dilutive effect of subscription rights to shares in circulation. There are currently no subscription rights to shares in circulation.
-
- Compulsory disclosures under the Royal Decree of 10 July 2016 on alternative funds for collective investment in unquoted companies and growth undertakings
- he statutory debt ratio of the PRIVAK/PRICAF may not exceed 10% of the statutory assets.
Quest for Growth's statutory debt ratio is 0.03%.
• The total debt burden of the PRIVAK/PRICAF's statutory debt ratio multiplied by the total uncalled amounts upon acquisition by the PRIVAK/PRICAF of financial instruments that are not fully paid up may not exceed 35% of the PRIVAK/ PRICAF's statutory assets.
The total debt burden of Quest for Growth multiplied by the total uncalled amount upon acquisition by the PRIVAK/ PRICAF of financial instruments that are not fully paid up amounts to 18.90%.
- A detailed list of the transactions in quoted companies that have been carried out over the past financial year may be inspected free of charge at the company's registered office.
- The Royal Decree of 10 July 2016 requires that more detailed information on transactions closed during the reporting period be published for investments in unquoted companies. Sometimes however it is not possible to release detailed information about these transactions because releasing them could jeopardise the finanical position of portfolio companies. See the section concerning compulsory disclosures (above).
- Portfolio composition, distribution per sector, per country and per currency and sector performance are detailed on pages 2, 3 and 4 of the annual report preceding these financial statements.
- Pursuant to Article 35 §2 (2) the positive balance of the fluctuations in the fair value of the assets must be included in an unavailable reserve. Given that the net assets of the privak/pricaf are lower than the amount of paid-up capital, no distribution can be paid to the shareholders, and no unavailable reserve can be created.
23.Newly applied standards
The new standards and amendments to standards below became mandatory for the first time for the financial year commencing on 1 January 2020. These have no impact on the performance, the financial performance or the balance sheet of Quest for Growth:
- Amendments to IFRS 3, 'Business combinations' that revise the definition of 'a business'.
- Amendments to the definition of 'material' in IAS 1 and IAS 8 (effective from 1 January 2020).
- Amendments to references to the conceptual framework in the IFRS standards
- Amendments to IFRS 9, IAS 39 and IFRS 7, 'Reform of reference interest rate' (effective from January 1, 2020)
24.New standards not yet applied
The following new standards and amendments to standards were published, but are not yet mandatory for the first time for the financial year commencing on 1 January 2020:
- Amendments to IAS 1, 'Classification of liabilities as current or long-term "(effective from January 1, 2022).
- IFRS 17, 'Insurance contracts' (effective from 1 January 2022). This standard replaces IFRS 4.
GENERAL INFORMATION
GENERAL INFORMATION ABOUT THE COMPANY
Name, legal form and legal entities register
The company is a public limited company trading under the name of "Quest for Growth". The company was incorporated as an investment company with fixed capital for investment in unquoted companies and growth companies (also called "privak").
The company's registered office is situated at Lei 19, box 3, B-3000 Leuven. The company is registered in Belgium under the legal entities register in Leuven, with company registration number 0463.541.422.
Formation, changes to the Articles of Association, duration
The company was established for an indefinite period in the form of a public limited company (NV/SA) on 9 June 1998.
During the financial year 2018 the Articles of Association were amended twice, a first time by deed passed before Notary Helena VERWIMP, in Rotselaar, on 29 March 2018, published in the Belgian Official Gazette on 20 April 2018 under the number 180065268 and a second time by deed before Notary Peter VAN MELKEBEKE, in Brussels, on 17 April 2018, published in the Belgian Official Gazette on 22 May 2018 under the number 18079982.
The Articles of Association were not amended during the financial year 2020.
Financial year and audit
The Company's financial year begins on January 1st and ends on December 31st. The annual accounts are audited by PwC Bedrijfsrevisoren LTD, represented by Mr Gregory Joos, Woluwedal 18, 1932 Sint-Stevens-Woluwe.
Where information is available for inspection
Quest for Growth's articles of association are available for inspection at the registry of Leuven Commercial Court. The company's financial statements are filed with the National Bank of Belgium. These documents, together with the annual, semi-annual and quarterly reports and all other public information intended for shareholders, are published on the website of the Company: www.questforgrowth. com and may also be obtained from the company's registered office. The annual report, together with the financial statements, are sent to the registered shareholders and to all other parties so requesting.
Company objectives
The objects of the privak are the collective investment of funds collected from the public pursuant to the Royal Decree of the eighteenth of April nineteen hundred and ninety-seven in quoted and unquoted growth companies and funds with a similar objective to the privak. It shall be governed in its investment policy by the aforesaid Royal Decree and by the provisions in these Articles of Association and the prospectus published with regard to the issue of shares to the public.
The privak shall focus its investment policy on investment in growth industries in various sectors of the economy, including but not limited to the sectors of medicine and health, biotechnology, information technology, software and electronics and new materials.
Furthermore, the company may incidentally keep liquid funds in the form of savings accounts, investments at notice or short term investment certificates. From the second year of operations onwards, such liquid funds shall in principle be limited to ten per cent (10%) of the assets unless a special decision by the Board of directors temporarily authorises a higher percentage.
General meeting
The General Meeting shall be held on the last Thursday of March at 11am. Where that date falls on a public holiday, the meeting shall take place on the next working day. The AGM for the accounting year starting January 1st 2020 and ending December 31st 2020 will take place on March 25th 2021.
Evolution Company capital and Reserves
GENERAL INFORMATION ABOUT THE COMPANY'S CAPITAL
Issued capital of the Company
On 17 April 2018 the capital was increased by € 11,327,844.24 after completion of a capital increase by contribution in kind of dividend rights following an optional dividend.
The subsribed capital of the Company is € 146,458,719.56 and is represented by 16,773,226 ordinary shares, 750 A-shares and 250 B-shares without nominal value.
All ordinary shares have the same rights and privileges, represent the same fractional value of the capital of the Company and are fully paid-up. All of these ordinary shares have the same voting rights, dividend entitlements and rights to the liquidation surplus.
The holders of Class A and Class B shares will receive a preference dividend. That preference dividend will be paid out from part of the net profit that exceeds the amount necessary to pay all shareholders a dividend equal to the return of van 6% nominal calculated on the basis of the net asset value as expressed on the balance sheet (after profit appropriation) at the beginning of the financial year to which the dividend relates. Of that surplus amount, twenty per cent (20%) will be paid out to holders of Class A and Class B shares as preference dividends. The remaining eighty per cent (80%) will be distributed equally among all shareholders. If the capital is increased during the year, the new capital contributed will be included in the calculation on a pro rata temporis basis.
Authorised capital of the company
The updated text of the Articles of Association as at April 25th 2017 explicitly permits the board of directors to increase the share capital on one or more occasions by a maximum amount of € 135,130,875.
This authorisation is granted for a period of five years, with effect from publication of the deed of capital increase of the Company on April 25th 2017, published in the Riders to the Belgian Official Gazette on May 26th 2017. It can be renewed one or more times, for a maximum period of five years on each occasion.
The general meeting may increase or reduce the subscribed capital. In the event of an increase in capital by issuing shares in return for a contribution in cash, it is not possible to deviate from the priority right of the existing shareholders.
Subscription rights to shares
There are no outstanding subscription rights to shares of the Company.
Treasury shares
The articles of association no longer contain specific provisions regarding the powers of the board of directors with regard to the possibility of purchasing own shares.
SUPPLEMENTARY INFORMATION
| Board of directors | Mr Antoon De Proft, chairman and independent director |
|---|---|
| Mr Michel Akkermans, director | |
| Mr René Avonts, director | |
| Mr Philippe de Vicq de Cumptich, director and executive officer | |
| Mr Bart Fransis, director | |
| Dr Jos B. Peeters, director | |
| Ms Liesbet Peeters, director | |
| Prof. Regine Slagmulder, independent director | |
| Mr Paul Van Dun, independent director | |
| Ms Lieve Verplancke, independent director | |
| Audit committee | Prof. Regine Slagmulder, chairman |
| Mr René Avonts | |
| Mr Paul Van Dun | |
| Ms Lieve Verplancke | |
| Executive officers | Mr Philippe de Vicq de Cumptich, director |
| Mr Yves Vaneerdewegh, member of the Executive Committee of Capricorn Partners | |
| Management company | Capricorn Partners NV, Lei 19 box 1, B-3000 Leuven |
| Statutory auditor | Mr Philippe de Vicq de Cumptich, director Mr Yves Vaneerdewegh, member of the Executive Committee of Capricorn Partners |
| Depository bank | BELFIUS BANK BELGIË, Pachecolaan 44, B-1000 Brussels |
| Incorporation | 9 June 1998 |
| Official listing | 23 September 1998 on Euronext Brussels |
| Security number | ISIN: BE0003730448 |
| Stock price | Bloomberg: QFG BB Equity |
| Reuters: QUFG,BR | |
| Telekurs: 950524 | |
| Company reports | published quarterly, the next quarterly report will be published on 29 April 2021 |
| Estimated net asset value | published every first Thursday of the month on the website www.questforgrowth.com |
Closed-end private equity funds, submitted to the Royal Decree of 10 July 2016 on alternative institutions for collective investment in unquoted and growth companies, are an investment instrument designed to offer individual investors a suitable framework in which to invest in unquoted and growth undertakings.
The privak is under the supervision of the Financial Services and Market Authority (FSMA) and is subject to specific investment rules and obligations as regards the distribution of dividends.
Investment rules
- 25% or more of the portfolio must be invested in unquoted companies;
- 70% or more of the portfolio (qualified investments) must be invested in
- unquoted companies;
- quoted growth companies with a market capitalisation of less than 1.5 billion euros;
- other alternative investment funds with an investment policy similar to that of the private equity fund.
A private equity fund may not invest more than 20% of its portfolio in a single undertaking.
Tax treatment of a public privak/pricaf
As a public privak/pricaf, Quest for Growth NV falls under the special corporation tax rules in section 185bis of the Income Tax Code 1992, which restrict the tax base of public privaks/pricafs to abnormal and gratuitous benefits that they receive and non-deductible expenditure (except for write-downs and impairment on shares).
Tax liability in the hands of Belgian individuals and bodies subject to legal entities tax
Dividend distributions
There is no withholding tax charge on that portion of a dividend derived from capital gains realised by a privak/pricaf on shares. The remaining portion of the dividend attracts a withholding tax charge at a rate of 30%. The charge to withholding tax and the exemption therefrom are both final in terms of ultimate liability.
Capital gains on shares realised by Belgian individuals
Private individuals not investing in the course of their business in principle pay no tax on any capital gain realised by them when selling their units in a privak/pricaf.
There is an exception to this rule under section 19bis Income Tax Code 1992, which imposes a tax charge on the privak/pricaf's interest component in the case of a purchase of own shares, liquidation or transfer for valuable consideration of units in a public privak/pricaf in the name of individual investors (referred to as the "savings levy"). The ambit of section 19bis was amended by section 101 of the "Programme Law" of 25 December 2017. For participatory rights acquired on or after 1 January 2018, section 19bis applies to collective investment undertakings investing 10% or more in debt claims and/or certificates of debt. The threshold was previously 25%.
However, section 19bis does not apply if the CIU's units qualify as distribution units within the meaning of section 19bis (1), second and third paragraphs. Quest for growth NV his applied to the Rulings Commission for an advance decision confirming that section 19bis of the Income Tax Code 1992 does not apply. Despite the fact that the distribution requirement laid down in Quest for Growth NV's articles of association is limited to 90% of the realised net income it receives, Quest for Growth NV's application cites a prior decision in which it was confirmed that the exception for Quest for Growth shares applies on condition that an annual amount equal to the "Belgian TIS" (i.e. the interest component) is distributed to the shareholders as a dividend.
In the prior decision confirming the inapplicability of section 19bis Income Tax Code 1992, Quest for Growth NV commits itself:
- 1) to annually pay out a sum at least equal to the Belgian TIS to the extent permitted by the rules applying to it; and
- 2) in each case, to verify that, insofar as permitted by the rules to which it is subject, a sum equal to the Belgian TIS is distributed and that the portion of distributed dividend on which withholding tax is deducted at source is greater than the amount of Belgian TIS per share; and
- 3) to expressly incorporate said commitments in the next (halfyearly and annual) reports issued by Quest for Growth NV.
Should an amount equal the Belgian TIS not be distributed, or not be fully distributed, in a given year, for instance due to the legal prohibition constituted by section 35 of the Royal Decree of 10 July 2016 read in conjunction with sections 617 et seq. of the Companies Code (i.e. the proscription against distributing unrealised income), Quest for Growth NV is asking the Rulings Commission to confirm that this means that section 19bis still needs to apply. In that event, in a later financial year (n+1, n+2, etc.), Quest for Growth NV will (provided circumstances allow) pay the relevant amount of TIS booked in year n over and above the TIS for that same later year to the extent that that sum could not be paid at the time of closing the accounts for year n.
Capital gains on shares realised by Belgian legal persons subject to legal entities tax
Legal persons subject to legal entities tax are, as a rule, not taxed on the capital gains they realised when selling their units in a privak/ pricaf.
Liquidation surplus and profits on surrender
A public privak/pricaf qualifies as an investment company and for tax treatment that differs from the general rules under the ordinary law and therefore, in principle, no withholding tax is due on income realised further to redemptions of own shares by the public privak/ pricaf or further to the entire or partial distribution of its equity.
There is a exemption to this for Belgian nationals (natural persons) in that article 19bis Income Tax Code 1992 may fall to be applied. As mentioned above, Quest for Growth NV has applied to the Rulings Commission for an advance decision to confirm that section 19bis does not apply to share redemptions by Quest for Growth NV, entire or partial distribution of its equity or transfers for valuable consideration of units in Quest for Growth NV.
Tax treatment in the hands of Belgian investors subject to corporation tax
Dividend distributions
No withholding tax is retained on the portion of a dividend deriving from capital gains realised by a privak/pricaf on shares. The remainder of the dividend is in principle subject to withholding tax at the rate of 30%.
Distributed dividends qualify for deduction as definitively taxed income (DBI/RDT). Neither the participation threshold not the minimum holding period apply for that deduction. Moreover, the holding in the privak/pricaf need not necessarily be booked as a financial asset in order to qualify for the DBI/RDT deduction.
Dividends distributed by a privak/pricaf only qualify for the DBI/ RDT deduction to the extent that they derive from dividends or capital gains relative to shares that are not excluded from the DBI/ RDT deduction on the basis of the "taxation condition" set down in section 203 of the Income Tax Code 1992. Income from dividends that do not accord a right to the DBI/RDT deduction or that bear no relationship to capital gains on shares that are eligible for exemption are subject to corporation tax at the standard rate of 29.58% or the rate of 20.4% (the latter only applying to small companies under certain conditions and limited to the first slice of € 100,000). From financial year 2020, the standard rate falls to 25%. The reduced rate of 20.4% falls to 20% from financial year 2020.
Capital gains on shares
Capital gains realised on units in a privak/pricaf in principle attract corporation tax in the hands of Belgian corporate investors at the standard rate of 29.58% (25% from financial year 2020), or 20.40% (20% from financial year 2020) for small companies (see above). As a rule, impairment (or write-downs) on units in a privak/pricaf are non-deductible.
FINANCIAL CALENDAR
| Shareholders' meetings | Annual General Meeting | Thursday March 25th 2021 | ||
|---|---|---|---|---|
| Annual General Meeting | Thursday March 31st 2022 | |||
| Audit committee | Results FY 2020 | Tuesday 26 January 2021 at 13h30 | ||
| Results Q1 | Tuesday 27 April 2021 at 13h30 | |||
| Results H1 | Tuesday 27 July 2021 at 13h30 | |||
| Results Q3 | Tuesday 26 October 2021 at 13h30 | |||
| Results FY 2021 | Tuesday 25 January 2022 at 13h30 | |||
| Board of directors | Results FY 2020 | Tuesday 26 January 2021 at 15h00 | ||
| Results Q1 | Tuesday 27 April 2021 at 15h00 | |||
| Results H1 | Tuesday 27 July 2021 at 15h00 | |||
| Results Q3 | Tuesday 26 October 2021 at 15h00 | |||
| Results FY 2021 | Tuesday 25 January 2022 at 15h00 | |||
| Public announcements | Results FY 2020 | Thursday 28 January 2021 at 17h40 | ||
| Results Q1 | Thursday 29 April 2021 at 17h40 | |||
| Results H1 | Thursday 29 July 2021 at 17h40 | |||
| Results Q3 | Thursday 28 October 2021 at 17h40 | |||
| Results FY 2021 | Thursday 27 January 2022 at 17h40 | |||
| Analyst meetings & Press conferences | Results FY 2020 | Friday 29 January 2021 at 11h00 | ||
| Results H1 | Friday 30 July 2021 at 11h00 | |||
| Results FY 2021 | Friday 28 January 2022 at 11h00 |
Publication of Net Asset Value
| 2021 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| NAV | 31 Jan | 28 Feb | 31 Mar | 30 Apr | 31 May | 30 June | 31 July | 31 Aug | 30 Sep | 31 okt | 30 Nov | 31 Dec |
| QfG Website |
Thu 4 Feb |
Thu 4 Mar |
Thu 8 April |
Thu 6 May |
Thu 3 June |
Thu 8 Julyi |
Thu 5 Aug |
Thu 2 Sep |
Thu 7 okt |
Thu 4 Nov |
Thu 2 Dec |
Thu 6 Jan |
Publication NAV on QfG website after 17h40
Under the Royal Decree of 14 November 2007 on the obligations of issuers of financial instruments admitted to trading on a regulated market, Quest for Growth is required to make its annual management report public. The annual financial report comprises the audited financial statements, the annual report, the management responsibility statement and the statutory auditor's signed report.
In accordance with sections 98 and 100 of the Companies Code, the full version of the annual financial statements has been filed with the National Bank of Belgium together with the management report by the board of directors and the statutory auditor's report.
The statutory auditor has issued an unqualified opinion on the annual financial statements.
You can find the annual report, the full version of the annual financial statements and the statutory auditor's report on those financial statements on the website at www.questforgrowth.com and you can obtain copies free of charge on request at the following address:
Quest for Growth NV
Lei 19 bus 3 B-3000 Leuven Belgium Telephone: +32 (0)16 28 41 28 Fax: +32 (0)16 28 41 29 E-mail: [email protected]
QUEST FOR GROWTH NV
privak, public alternative investment fund with fixed capital pursuant to Belgian law Lei 19 box 3 - B-3000 Leuven Telephone: +32 (0) 16 28 41 28 [email protected] www.questforgrowth.com