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Sofina SA — Interim / Quarterly Report 2022
Sep 6, 2022
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Interim / Quarterly Report
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HALF-YEAR FINANCIAL REPORT 2022


SOFINA – HALF-YEAR FINANCIAL REPORT 2022 2
| 6 September 2022 | Half-year financial report 2022 |
|---|---|
| January 2023 | Newsletter #11 |
| 30 March 2023 | Annual report 2022 |
| 4 May 2023 | General Meeting of Shareholders |
| July 2023 | Newsletter #12 |
| 5 September 2023 | Half-year financial report 2023 |
Additional information can be found on our website (www.sofinagroup.com), such as:
- Financial reports
- Description of our strategy (including ESG strategy)
- Description of our investments
- Overview of our teams
- Corporate brochure
Wauthier de Bassompierre Tel.: +32 2 551 06 11 E-mail: [email protected]
- Highlights (1)
- Key figures (1)
- Key events (1)
- Investment styles
- Focus sectors
- ESG (1)
- Interim condensed consolidated financial statements as at 30 June 2022
- Notes to the interim condensed consolidated financial statements
- Statutory auditor's report
- Glossary
- Responsible person (1)
This Half-year financial report has been redesigned to offer an improved reading experience in line with the evolution of our external reporting over the last few years. The Management report has been replaced by the Highlights, Key figures and Events, and ESG, with the aim to provide a quick overview of the essentials. The Notes to the financial statements include from now on additional data on the evolution of our business and the concentration of the portfolio. This updated report is part of our continuing efforts to provide investors with the information necessary for them to understand our portfolio and the evolution, challenges and opportunities of our business.
(1) Sections of the interim Management report.

(1) Considering the portfolio in transparency as at 30 June 2022.

(2) (3)
(2) As at 30 June 2022.
(3) The financial data at 31 December are prepared under IFRS standards since the financial year closed at 31 December 2004. The Net Asset Value for financial years prior to 2004 corresponds to the estimated value of the assets at 31 December. For 2022, the financial data are prepared under IFRS standards as at 30 June.
Figures relating to 2016 and 2017 have been restated in accordance with IAS 28, §18 to ensure that the Net Asset Value for 2016 and 2017 can be compared with that of the following years as set up under the Investment Entity status.
We are now regrouping the two investment styles where the Sofina group directly owns shares in portfolio companies or is involved through a syndication vehicle, namely Long-term minority investments and Sofina Growth, under a new common umbrella named Sofina Direct.
This new denomination is the alter ego of Sofina Private Funds where our involvement relies on building longterm partnerships with carefully selected external General Partners.
Sofina Direct and Sofina Private Funds are mutually additive to compound knowledge and networks in the growth and innovation ecosystems across focus sectors and geographies.
OVERVIEW OF THE HALF-YEAR
| 30/06/2022 | 31/12/2021 | |
|---|---|---|
| Net Asset Value (in EUR million) | 9,875 | 11,354 |
| Net Asset Value per share (in EUR)(1) | 294.95 | 337.86 |
| Loan-to-value in transparency (in %) | -0.0% | -2.9% |
| 1 ST SEMESTER 2022 |
1 ST SEMESTER 2021 |
|
|---|---|---|
| Net result (share of the group) (in EUR million) | -1,336 | 1,600 |
| Net result (share of the group) per share (in EUR)(2) | -39.80 | 47.52 |
As a reminder, the General Meeting of Shareholders of 5 May 2022 decided to pay a gross dividend of EUR 3.128571 per share.
BALANCE SHEET IN TRANSPARENCY (3)
| in thousand EUR | ||||
|---|---|---|---|---|
| BALANCE SHEET IN TRANSPARENCY | 30/06/2022 | % OF NAV | 31/12/2021 | % OF NAV |
| Investment portfolio | 9,847,761 | 100% | 11,063,415 | 97% |
| Sofina Direct | 4,788,192 | 49% | 5,810,894 | 51% |
| Long-term minority investments | 2,898,989 | 30% | 3,884,345 | 34% |
| Sofina Growth | 1,889,203 | 19% | 1,926,549 | 17% |
| Sofina Private Funds | 5,059,569 | 51% | 5,252,521 | 46% |
| Net cash | 124 | 0% | 319,082 | 3% |
| Gross cash | 695,237 | 7% | 1,048,594 | 9% |
| Financial debts | -695,113 | -7% | -729,512 | -6% |
| Other | 27,071 | 0% | -28,156 | 0% |
| NAV | 9,874,956 | 100% | 11,354,341 | 100% |
(1) Calculation based on the number of outstanding shares (33,479,972 shares as at 30 June 2022 and 33,607,072 shares as at 31 December 2021). (2) Calculation based on the weighted average number of outstanding shares (33,565,782 shares as at 30 June 2022 and 33,678,993 shares as at 30 June 2021).
(3) Based on the portfolio in transparency (see point 2.1 of the Notes to the interim condensed consolidated financial statements). For a definition of the different terms used, see in the Glossary at the end of this Half-year financial report.
EVOLUTION OF THE NET ASSET VALUE OVER THE LAST 20 YEARS (4)

AVERAGE ANNUAL RETURN (5)

EVOLUTION OF THE STOCK PRICE(6) OVER THE LAST 20 YEARS (IN EUR)

(4) The financial data at 31 December are prepared under IFRS standards since the financial year closed at 31 December 2004. The Net Asset Value for financial years prior to 2004 corresponds to the estimated value of the assets at 31 December. For 2022, the financial data are prepared under IFRS standards as at 30 June.
Figures relating to 2016 and 2017 have been restated in accordance with IAS 28, §18 to ensure that the Net Asset Value for 2016 and 2017 can be compared with that of the following years as set up under the Investment Entity status.
(5) For a definition of the different terms used, see in the Glossary at the end of this Half-year financial report.
(6) Stock price at 31 December except for 2022 which provides the stock price at 30 June.
THE 10 LARGEST INVESTMENTS OF SOFINA DIRECT REPRESENT 25% OF ITS NET ASSET VALUE(7) (8)
| 1 | GROUPE PETIT FORESTIER |
|---|---|
| 2 | BYJU'S |
| 3 | COGNITA |
| 4 | SC CHINA CO-INVESTMENT 2016-A |
| 5 | CAMBRIDGE ASSOCIATES |
| 6 | BIOMÉRIEUX |
| 7 | DRYLOCK TECHNOLOGIES |
| 8 | VERSE INNOVATION |
| 9 | NUXE |
| 10 | MÉRIEUX NUTRISCIENCES |
THE 10 LARGEST GENERAL PARTNERS OF SOFINA PRIVATE FUNDS REPRESENT 26% OF ITS NET ASSET VALUE(7)
| 1 | SEQUOIA CAPITAL (US, CHINA & INDIA) |
|---|---|
| 2 | LIGHTSPEED VENTURE (US, CHINA & INDIA) |
| 3 | ICONIQ CAPITAL |
| 4 | INSIGHT VENTURE PARTNERS |
| 5 | BATTERY VENTURES |
| 6 | THOMA BRAVO |
| 7 | TA ASSOCIATES |
| 8 | DST |
| 9 | ANDREESSEN & HOROWITZ |
| 10 | SPARK CAPITAL |
(7) Listed in decreasing order of fair value as at 30 June 2022 (portfolio in transparency).
(8) The ranking of our Sofina Direct investments does not take into consideration indirect exposures on these entities, held through some funds of Sofina Private Funds.
A DIVERSE AND MULTICULTURAL TEAM


5 new hires (60%/40% gender balance) during the first semester across our 3 offices


SOFINA – HALF-YEAR FINANCIAL REPORT 2022 9
OVERVIEW OF THE MAIN EVENTS OF 2022 (UNTIL 6 SEPTEMBER)

We invested in Biobest, a global leader in biological crop protection and natural pollination.

Sofina Growth invested in Labster, a company established in Denmark that developed the world's leading platform for virtual labs and science simulations, Typeform, a Spanish company which developed a cloud-based web application designed to offer engaging and conversational online forms, and further added to its position in FORMA.
We closed the sale of our shareholding in Hillebrand.
Sofina managed to collect and dispatch 58 boxes of supplies as part of an initiative to gather supplies for Ukraine, organised by Biotech Dental, a Sofina portfolio company.

Sofina Growth invested in Cleo, a UK company that developed an app that supercharges the financial health of young generations, and Vizgen, a US life science company dedicated to improving human health by visualising single-cell spatial genomics information.


Sofina Growth invested in Birdie, a BCorp certified company established in the UK that developed an allin-one homecare software which connects health practitioners, care communities, patients and their relatives to ensure the best care outcomes, and Skillmatics, an Indian company building a global direct-to-consumer education brand for affordably priced physical and digital learning games that help kids aged 1-12 years to develop various skills through play.
Sofina Growth also further increased its stake in Mamaearth and fully divested its holdings in Missfresh, an e-commerce platform offering fresh groceries in China in which Sofina had been an investor since 2018.
Sofina supported BEforUkraine, a non-profit organisation which raises funds in Belgium to procure ambulances, refurbish and equip them with medicines and medical equipment and then send them to Ukraine where they are used as mobile minihospitals. Sofina employees, with partial matching from the Company, financed the purchase of two ambulances and their equipment. Four employees participated in the convoy that drove the ambulances to the Ukrainian border. Following this first delivery, two refrigerated trucks were also sent to Ukraine after having been refurbished with the sponsorship of Sofina, its family shareholders and Groupe Petit Forestier, a Sofina portfolio company.

We invested in Rohlik, a Czech Republic based technology leader in e-grocery with a focus on convenience, assortment and local sourcing, and CoachHub, a German B2B online platform designed to provide personalised business coaching globally for large enterprises and midmarket companies.

Sofina Growth also further increased its investment in CRED and VerSe Innovation.


JULY – AUGUST
We invested in Everdrop, a German-based ecofriendly household product and personal care brand, with the ambition to make a sustainable lifestyle accessible through the products that touch our lives every day.

Our Singapore team organised an offsite teambuilding in Bangkok.

Sofina Growth participated to a capital increase in our existing portfolio company MedGenome.
Private markets are in a period of transition to adapt to the volatile market environment. Macroeconomic worries, high inflation and rising interest rates have caused multiples to contract. The cost of capital has increased, affecting appetite for risk and valuations of high growth assets. Seed and early-stage investing has remained active, while late-stage and technology-growth investing slowed down as it is more correlated to public markets. The value of Sofina Private Funds' exposure to technology companies will be affected in the short term by the current adjustment of the sector pricing in the public markets. The trend should however be mitigated by the quality of the underlying portfolio companies and the strength of the secular themes supporting their performance over an extended horizon. Our General Partners are guiding their portfolio companies to weather the cycle. Venture capital valuations and investment terms have begun to reflect the public markets, opening opportunities for patient market participants in the innovation economy.
In line with its strategic objectives, Sofina sold a portion of non-core investments in funds through a secondary sale to focus its exposure on core venture and growth General Partners and crystallise performance. A portion of the transaction was signed at the end of the past semester, with the remainder signed after 30 June 2022. In total, about 7% of the Sofina Private Funds portfolio will be transferred, mostly in our LBO and secondary strategies. The NAV reflects the terms of this sale. We expect the transfer of the portfolio to be finalised by the first half of 2023.
The difference between the NAV of the Newsletter #10 including the preliminary financial figures of the first half and the NAV of this Half-year report amounts to EUR 226 million. The decrease is explained by the valuation adjustments of Sofina Private Funds taking into account the reports as of 30 June 2022, received since the publication of the Newsletter #10 on 25 July 2022 and other minor post-closing adjustments. More than 80% of the Sofina Private Funds fair value is based either on reports as of 30 June 2022 or valuations based on market prices or transaction prices.
SOFINA DIRECT – OWNERSHIP OF SHARES IN COMPANIES
By sector

Between quoted and non-quoted

(1) Based on the fair value of the Sofina group's investments as at 30 June 2022 (portfolio in transparency).


(2) Based on the fair value of the Sofina group's investments as at 30 June 2022 (portfolio in transparency).
SOFINA PRIVATE FUNDS – INVESTMENTS IN VENTURE AND GROWTH CAPITAL FUNDS
By strategy

(3) Based on the fair value of the Sofina group's investments as at 30 June 2022 (portfolio in transparency).
SELECTED PORTFOLIO COMPANIES IN OUR FOCUS SECTORS
Sector knowledge is paramount. We have teams focusing on our four preferred sectors with the belief, in line with our mission, that these sectors are well positioned to contribute to global growth, development and innovation.
We have gathered significant industry expertise and investment experience in those areas through our investment styles. This knowledge, alongside our partners' industry experience, enables us to support the growth of our portfolio companies.

As an investor and owner, Sofina's ambition is to become an SDG (United Nations' Sustainable Development Goals) contributor, as we believe that a positive impact on communities and environments where businesses operate will be a growing driver of sustainable value creation. Against this backdrop and considering the outcome of the ESG performance review of the Sofina Direct portfolio, the investment team is currently engaging with the management teams of these portfolio companies on their ESG priorities and roadmaps.
A number of recent investments have been made in companies with products and services that positively contribute directly to the UN SDGs, as highlighted in the table below. Sofina is also pleased to welcome its first B-Corp company, Birdie, in the portfolio.

Sofina meets the conditions for Investment Entity status under IFRS 10, §27, which requires not to consolidate its investment subsidiaries and to record direct subsidiaries of a company that qualifies as an Investment Entity at fair value in the consolidated financial statements, including the fair value of their equity investments and their other assets and liabilities.
CONSOLIDATED BALANCE SHEET
| ASSETS | in thousand EUR | ||
|---|---|---|---|
| NOTES | 30/06/2022 | 31/12/2021 | |
| Non-current assets | 9,126,774 | 10,395,475 | |
| (In)tangible assets | 9,391 | 9,602 | |
| Investment portfolio | 3.1 | 9,117,383 | 10,385,873 |
| Investments | 9,116,037 | 10,385,873 | |
| Receivables | 1,346 | 0 | |
| Deferred tax assets | 0 | 0 | |
| Current assets | 1,461,154 | 1,689,572 | |
| Deposits and other current financial assets | 3.3 | 511,503 | 749,615 |
| Receivables from subsidiaries | 3.8 | 875,671 | 796,320 |
| Other current receivables | 97 | 97 | |
| Taxes | 1,618 | 2,798 | |
| Cash and cash equivalents | 3.4 | 72,265 | 140,742 |
| TOTAL ASSETS | 10,587,928 | 12,085,047 |
| LIABILITIES in thousand EUR |
||||
|---|---|---|---|---|
| NOTES | 30/06/2022 | 31/12/2021 | ||
| Shareholders' equity | 9,874,956 | 11,354,341 | ||
| Share capital | 3.5 | 79,735 | 79,735 | |
| Share premium | 4,420 | 4,420 | ||
| Reserves | 9,790,801 | 11,270,186 | ||
| Non-current liabilities | 701,569 | 700,763 | ||
| Provisions for pensions | 4,398 | 4,398 | ||
| Other provisions for risks and charges | 767 | 289 | ||
| Non-current financial debts | 3.6 | 695,113 | 694,512 | |
| Deferred tax liabilities | 1,291 | 1,564 | ||
| Current liabilities | 11,403 | 29,943 | ||
| Current financial debts | 3.7 | 6,040 | 2,112 | |
| Debts to subsidiaries | 3.8 | 265 | 943 | |
| Trade and other current payables | 3.7 | 5,098 | 26,888 | |
| Taxes | 0 | 0 | ||
| TOTAL LIABILITIES | 10,587,928 | 12,085,047 |
CONSOLIDATED INCOME STATEMENT
| in thousand EUR | |||||
|---|---|---|---|---|---|
| NOTES | ST SEMESTER 2022 1 |
ST SEMESTER 2021 1 |
|||
| Dividend income | 9,147 | 13,642 | |||
| Interest income | 3.9 | 2,831 | 2,716 | ||
| Interest expenses | 3.9 | -4,088 | -10 | ||
| Net result of the investment portfolio | 3.1 & 3.10 | -1,315,091 | 1,597,431 | ||
| Investments | -1,315,091 | 1,597,431 | |||
| Gains | 72,805 | 1,655,948 | |||
| Losses | -1,387,896 | -58,517 | |||
| Receivables | 0 | 0 | |||
| Gains | 0 | 0 | |||
| Losses | 0 | 0 | |||
| Other financial results | 3.11 | -8,063 | 827 | ||
| Other income | 4,054 | 5,696 | |||
| Other expenses | 3.12 | -25,107 | -20,361 | ||
| RESULT BEFORE TAX | -1,336,317 | 1,599,941 | |||
| Taxes | 269 | 390 | |||
| RESULT OF THE PERIOD | -1,336,048 | 1,600,331 | |||
| SHARE OF THE GROUP IN THE RESULT | -1,336,048 | 1,600,331 |
|---|---|---|
| Earnings per share (EUR)(1) | -39.8039 | 47.5172 |
| Diluted earnings per share (EUR) (2) | -39.5679 | 46.8038 |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
| in thousand EUR | |||
|---|---|---|---|
| NOTES | 1 ST SEMESTER 2022 |
1 ST SEMESTER 2021 |
|
| RESULT OF THE PERIOD | -1,336,048 | 1,600,331 | |
| OTHER COMPREHENSIVE INCOME(3) | |||
| Other items | 0 | 107 | |
| Income and expenses recognised directly in shareholders' equity and subsequently reclassified in net revenue |
0 | 107 | |
| Income and expenses recognised directly in shareholders' equity and subsequently not reclassified to net revenue |
0 | 0 | |
| TOTAL OTHER COMPREHENSIVE INCOME(3) | 0 | 107 | |
| TOTAL RECOGNISED INCOME AND EXPENSES (COMPREHENSIVE INCOME) |
-1,336,048 | 1,600,438 | |
| Attributable to non-controlling interests | 0 | 0 | |
| Attributable to shareholders of the parent company | -1,336,048 | 1,600,438 |
(1) Calculation based on the weighted average number of outstanding shares (33,565,782 shares as at 30 June 2022 and 33,678,993 shares as at 30 June 2021, i.e. a net change in treasury shares of -113,211).
(2) Calculation based on the weighted average number of outstanding shares diluted per share (33,765,932 shares as at 30 June 2022 and 34,192,343 shares as at 30 June 2021, i.e. a net change in treasury shares of -426,411). (3) These items are presented net of taxes.
CHANGES IN CONSOLIDATED SHAREHOLDERS' EQUITY
| in thousand EUR | ||||||||
|---|---|---|---|---|---|---|---|---|
| NOTES | CAPITAL | SHARE PREMIUM |
RESERVES | TREASURY SHARES |
GROUP SHARE |
NON CONTROLLING INTERESTS |
TOTAL | |
| BALANCE AS OF 31/12/2020 |
79,735 | 4,420 | 8,994,286 | -178,030 | 8,900,411 | 0 | 8,900,411 | |
| Result of the period |
1,600,331 | 1,600,331 | 1,600,331 | |||||
| Other comprehensive income |
0 | 0 | 0 | |||||
| Distribution of profit |
-103,239 | -103,239 | -103,239 | |||||
| Changes in treasury shares |
767 | 5,217 | 5,984 | 5,984 | ||||
| Other | 2,100 | 2,100 | 2,100 | |||||
| Changes in non controlling interests |
0 | 0 | ||||||
| BALANCE AS OF 30/06/2021 |
79,735 | 4,420 | 10,494,245 | -172,813 | 10,405,587 | 0 | 10,405,587 | |
| BALANCE AS OF 31/12/2021 |
79,735 | 4,420 | 11,489,863 | -219,677 | 11,354,341 | 0 | 11,354,341 | |
| Result of the period |
-1,336,048 | -1,336,048 | -1,336,048 | |||||
| Other comprehensive income |
0 | 0 | 0 | |||||
| Distribution of profit |
3.5 | -107,154 | -107,154 | -107,154 | ||||
| Changes in treasury shares |
2,120 | -41,138 | -39,018 | -39,018 | ||||
| Other | 2,835 | 2,835 | 2,835 | |||||
| Changes in non controlling interests |
0 | 0 | ||||||
| BALANCE AS OF 30/06/2022 |
79,735 | 4,420 | 10,051,616 | -260,815 | 9,874,956 | 0 | 9,874,956 |
| in thousand EUR | |||||
|---|---|---|---|---|---|
| NOTES | ST SEMESTER 2022 1 |
ST SEMESTER 2021 1 |
|||
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD |
3.4 | 140,742 | 232,354 | ||
| Dividend income | 6,287 | 15,884 | |||
| Interest income | 2,830 | 2,716 | |||
| Interest expenses | -161 | -10 | |||
| Acquisitions of current financial assets (deposits with a maturity of more than 3 months) |
-35,000 | 0 | |||
| Disposals of current financial assets (deposits with a maturity of more than 3 months) |
0 | 125,000 | |||
| Acquisitions of current financial assets (treasury investment portfolio) |
-37,000 | -57,160 | |||
| Disposals of current financial assets (treasury investment portfolio) |
309,177 | 50,139 | |||
| Acquisitions of other current financial assets | -639 | -120 | |||
| Disposals of other current financial assets | 0 | 0 | |||
| Other current receipts | 3,523 | 2,508 | |||
| Administrative expenses and miscellaneous | -42,345 | -33,859 | |||
| Net taxes | -4 | 2,739 | |||
| Cash flow from operating activities | 206,668 | 107,837 | |||
| Acquisitions of (in)tangible assets | -106 | -398 | |||
| Disposals of (in)tangible assets | 0 | 0 | |||
| Disposals of consolidated companies | 0 | 0 | |||
| Investments in portfolio | 3.1 | -46,621 | -178 | ||
| Divestments from portfolio | 3.1 & 3.10 | 20 | 50,238 | ||
| Movements in other non-current assets | 0 | 0 | |||
| Cash flow from investing activities | -46,707 | 49,662 | |||
| Acquisitions of treasury shares | -44,231 | -4,707 | |||
| Disposals of treasury shares | 2,595 | 9,002 | |||
| Distribution of profit | 3.5 | -104,881 | -101,550 | ||
| Movements in receivables from subsidiaries | -81,921 | 51,204 | |||
| Movements in debts to subsidiaries | 0 | -114,430 | |||
| Receipts from financial debts | 100,000 | 0 | |||
| Repayments of financial debts | -100,000 | 0 | |||
| Cash flow from financing activities | -228,438 | -160,481 | |||
| CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD |
3.4 | 72,265 | 229,372 |
CONSOLIDATED CASH FLOW STATEMENT
For Sofina, the primary revenue generator is the evolution of the NAV (a non-monetary item that appears in the income statement but not in the consolidated cash flow statement). In this context, cash flows related to investments and divestments from portfolio which are not revenue generators, are considered as part of investing activities and not of operating activities.
As a reminder, the management cash flow statement (in transparency) is available in point 2.1 of the Notes to the interim condensed consolidated financial statements.
The notes to the interim condensed consolidated financial statements are three in number and provide the following information:
-
- Statement of compliance and accounting policies includes the statement of compliance, accounting policies and significant changes.
-
- Key management information and segment reporting includes segment information and reconciliations to the financial statements as well as information on the portfolio in transparency (as if the group was applying the consolidation principles).
-
- Notes to the financial statements as an Investment Entity includes the notes to the interim condensed consolidated financial statements of Sofina as an Investment Entity.
1. STATEMENT OF COMPLIANCE AND ACCOUNTING PRINCIPLES
Sofina SA is a public limited liability company incorporated under Belgian law, with its registered office at rue de l'Industrie, 31, 1040 Brussels.
The interim condensed consolidated financial statements of the Sofina group as at 30 June 2022 have been approved by the Board of Directors held on 6 September 2022, have been prepared in accordance with IFRS (International Financial Reporting Standards) as adopted in the European Union and have been prepared in accordance with IAS 34 - Interim Financial Reporting.
These interim condensed consolidated financial statements do not include all the information required for complete financial statements. Accordingly, they should be read in conjunction with the information provided in the Annual report containing the consolidated financial statements as at 31 December 2021.
The standards, amendments and interpretations published but not yet effective in 2022 have not been early adopted by the Sofina group (see point 3.17 below).
The valuation and consolidation principles, methods and techniques used in these interim condensed consolidated financial statements are identical to those applied by the Sofina group in the preparation of the consolidated financial statements for the year ended 31 December 2021.
A summary of the main accounting policies is presented in point 3.17 below.
2. KEY MANAGEMENT INFORMATION AND SEGMENT REPORTING
IFRS 8 on operating segments requires Sofina to present segments on the basis of reports presented to management for the purpose of making decisions about resources to be allocated to each segment and assessing the performance of each segment.
We are now regrouping the two investment styles where the Sofina group directly owns shares in portfolio companies or is involved through a syndication vehicle, namely Long-term minority investments (formerly known as 1 st pillar) and Sofina Growth (formerly known as 3rd pillar), under a new common umbrella named Sofina Direct.
This new denomination is the alter ego of Sofina Private Funds (formerly known as 2nd pillar) where our involvement relies on building long-term partnerships with carefully selected external General Partners.
Sofina SA is the parent company of the Sofina group. It manages its portfolio on the basis of total investments held at the parent company level either by owning shares in portfolio investments themselves or by investing in them through investment subsidiaries. In preparing the financial statements as an Investment Entity, the fair value of the shares directly held at the parent company level (in portfolio investments or in investment subsidiaries) is recorded as an asset in the balance sheet. In contrast, segment management information (based on internal reporting) is prepared on the entire portfolio in transparency (i.e. on all portfolio investments wherever they are held in the Sofina group legal structure), and thus on the basis of the total fair value of each portfolio investment ultimately held in companies or in funds. The presentation of dividends or cash flows follows the same logic.
To reconcile the items related to the group's total portfolio with the financial statements, the information is presented as follows:
- Total which represents on the one hand the total of the investment portfolio (the total of the three investment styles covered by Sofina Direct and Sofina Private Funds) and on the other hand the items not allocated to the investment styles (i.e. expenses and income or other balance sheet items not monitored in a segmented way per investment style), whether they are recognised at the parent company level or in the subsidiaries of Sofina SA;
- Reconciliation items with the financial statements which represent the adjustments necessary to reconcile the details per investment style (as used internally in the day-to-day management of the Sofina group) with the consolidated financial statements under Investment Entity status. These consist of reclassifications between both views of the portfolio (in transparency or not), as explained in point 2.3 hereafter;
- Financial statements which represent the consolidated financial statements under the Investment Entity status.
The presentation of the comprehensive income and the balance sheet is aggregated as it appears in the reports to management. Definitions of terms can be found in the Glossary at the end of this Half-year financial report.
Situation as at 30 June 2022
| in thousand EUR | ||||||
|---|---|---|---|---|---|---|
| COMPREHENSIVE INCOME (1ST SEMESTER 2021) |
Sofina Direct |
Sofina Private Funds |
Total | Reconciling items |
Financial statements |
|
| Dividends | 23,014 | 6,069 | 29,083 | -19,936 | 9,147 | |
| Long-term minority investments | 22,892 | |||||
| Sofina Growth | 122 | |||||
| Net result of the investment portfolio | -1,126,304 | -194,345 | -1,320,649 | 5,558 | -1,315,091 | |
| Long-term minority investments | -730,980 | |||||
| Sofina Growth | -395,324 | |||||
| Management expenses | -38,159 | 13,052 | -25,107 | |||
| Other | -6,323 | 1,326 | -4,997 | |||
| Total comprehensive income | -1,336,048 | 0 | -1,336,048 |
| in thousand EUR | |||||
|---|---|---|---|---|---|
| BALANCE SHEET (30/06/2022) | Sofina Direct |
Sofina Private Funds |
Total | Reconciling items |
Financial statements |
| Investment portfolio | 4,788,192 | 5,059,569 | 9,847,761 | -730,378 | 9,117,383 |
| Long-term minority investments | 2,898,989 | ||||
| Sofina Growth | 1,889,203 | ||||
| Net cash | 124 | -122,058 | -121,934 | ||
| Gross cash | 695,237 | -122,058 | 573,179 | ||
| Financial debts | -695,113 | 0 | -695,113 | ||
| (In)tangible fixed assets | 10,258 | -867 | 9,391 | ||
| Other assets and liabilities | 16,813 | 853,303 | 870,116 | ||
| NAV | 9,874,956 | 0 | 9,874,956 |
The management cash flow statement below provides cash flow information in transparency for all group subsidiaries.
| in thousand EUR | |||||
|---|---|---|---|---|---|
| MANAGEMENT CASH FLOW STATEMENT | Sofina | Sofina Private | Total Gross | Financial | Total Net |
| (1ST SEMESTER 2022) | Direct | Funds | cash | debts | cash |
| Net cash at the beginning of the period | 1,048,594 | -729,512 | 319,082 | ||
| Dividends (1) | 15,880 | 6,069 | 21 ,949 | 21,949 | |
| Management expenses (2) | -58,843 | -58,843 | |||
| Investments in portfolio | -467,873 | -275,889 | -743,762 | -743,762 | |
| Divestments from portfolio | 348,513 | 265,883 | 614,396 | 614,396 | |
| Distribution of profit | -104,881 | -104,881 | |||
| Other items | -47,216 | -601 | -47,817 | ||
| Repayments of financial debts | -35,000 | 35,000 | 0 | ||
| Net cash at the end of the period | 695.237 | -695.113 | 124 |
in thousand EUR INVESTMENT PORTFOLIO BRIDGE (1ST SEMESTER 2022) Fair value at 31/12/2021 Investments (3) Divestments (3) and revenues Market impact FX impact Fair value at 30/06/2022 Value creation % (5) Cash Noncash (4) Cash Noncash (4) Sofina Direct 5,810,894 467,873 37,219 -364,393 -60,111 -1,236,554 133,265 4,788,192 -17% Sofina Private Funds 5,252,521 275,889 53,007 -271,952 -61,620 -598,454 410,178 5,059,569 -3% Total Investment portfolio 11,063,415 743,762 90,226 -636,345 -121,731 -1,835,008 543,442 9,847,761 -11%
(1) Difference with Dividends presented in the Comprehensive income is mainly due to cut-offs between declaration and payment periods or to withholding taxes.
(2) Difference with Management expenses presented in Comprehensive income is mainly due to the payment in the current period of the Long-Term Incentive Plan (LTIP) accrual of the previous period. (3) Net of intragroup transfers.
(4) Mainly composed of escrows, cut-offs and roll-overs of investments.
(5) Fair value at the end of the period + Divestments and revenues of the period divided by Fair value at the beginning of the period + Investments of the period.
Situation as at 30 June 2021
| in thousand EUR | |||||
|---|---|---|---|---|---|
| COMPREHENSIVE INCOME (1 ST SEMESTER 2021) |
Sofina Direct |
Sofina Private Funds |
Total | Reconciling items |
Financial statements |
| Dividends | 22,501 | 0 | 22,501 | -8,859 | 13,642 |
| Long-term minority investments | 22,501 | ||||
| Sofina Growth | 0 | ||||
| Net result of the investment portfolio | 498,029 | 1,107,507 | 1,605,536 | -8,105 | 1,597,431 |
| Long-term minority investments | 151,644 | ||||
| Sofina Growth | 346,385 | ||||
| Management expenses | -29,579 | 9,218 | -20,361 | ||
| Other | 1,980 | 7,746 | 9,726 | ||
| Total comprehensive income | 1,600,438 | 0 | 1,600,438 |
| in thousand EUR | |||||
|---|---|---|---|---|---|
| BALANCE SHEET (30/06/2021) | Sofina Direct |
Sofina Private Funds |
Total | Reconciling items |
Financial statements |
| Investment portfolio | 5,409,335 | 4,559,423 | 9,968,758 | -554,493 | 9,414,265 |
| Long-term minority investments | 3,881,245 | ||||
| Sofina Growth | 1,528,090 | ||||
| Net cash | 421,172 | -109,483 | 311,689 | ||
| Gross cash | 421,172 | -109,483 | 311,689 | ||
| Financial debts | 0 | 0 | 0 | ||
| (In)tangible fixes assets | 11,004 | -387 | 10,617 | ||
| Other assets and liabilities | 4,653 | 664,363 | 669,016 | ||
| NAV | 10,405,587 | 0 | 10,405,587 |
| in thousand EUR | |||||
|---|---|---|---|---|---|
| MANAGEMENT CASH FLOW STATEMENT (1ST SEMESTER 2021) |
Sofina Direct |
Sofina Private Funds |
Total Gross cash |
Financial debts |
Total Net cash |
| Net cash at the beginning of the period | 586,620 | 0 | 586,620 | ||
| Dividends (6) | 24,743 | 0 | 24,743 | 24,743 | |
| Management expenses (7) | -47,278 | -47,278 | |||
| Investments in portfolio | -145,283 | -298,632 | -443,915 | -443,915 | |
| Divestments from portfolio | 93,727 | 292,761 | 386,488 | 386,488 | |
| Distribution of profit | -101,550 | -101,550 | |||
| Other items | 16,064 | 16,064 | |||
| Receipts from financial debts | 0 | 0 | 0 | ||
| Net cash at the end of the period | 421,172 | 0 | 421,172 |
| in thousand EUR | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| INVESTMENT PORTFOLIO BRIDGE (1st SEMESTER 2021) |
Fair value at | Investments (8) | Divestments (8) and revenues |
Market | FX | Fair value | Value | ||
| 31/12/2020 | Cash | Non cash (9) |
Cash | Non cash (9) |
impact | impact | at 30/06/2021 |
creation % (10) |
|
| Sofina Direct | 4,862,973 | 145,283 | 38,640 | -118,470 | -39,621 | 420,789 | 99,741 | 5,409,335 | 10% |
| Sofina Private Funds | 3,457,990 | 298,632 | 0 | -292,761 | -11,945 | 982,184 | 125,323 | 4,559,423 | 29% |
| Total Investment portfolio |
8,320,963 | 443,915 | 38,640 | -411,231 | -51,565 | 1,402,973 | 225,064 | 9,968,758 | 18% |
(6) Difference with Dividends presented in the Comprehensive income is mainly due to cut-offs between declaration and payment periods or to withholding taxes.
(7) Difference with Management expenses presented in Comprehensive income is mainly due to the payment in the current period of the Long-Term Incentive Plan (LTIP) accrual of the previous period. (8) Net of intragroup transfers.
(9) Mainly composed of escrows, cut-offs and roll-overs of investments.
(10) Fair value at the end of the period + Divestments and revenues of the period divided by Fair value at the beginning of the period + Investments of the period.
Situation as at 31 December 2021
| in thousand EUR | ||||||
|---|---|---|---|---|---|---|
| COMPREHENSIVE INCOME (31/12/2021) | Sofina Direct |
Sofina Private Funds |
Total | Reconciling items |
Financial statements |
|
| Dividends | 52,289 | 6,921 | 59,210 | -23,166 | 36,044 | |
| Long-term minority investments | 52,289 | |||||
| Sofina Growth | 0 | |||||
| Net result of the investment portfolio | 647,579 | 1,973,383 | 2,620,962 | -21,605 | 2,599,357 | |
| Long-term minority investments | 153,202 | |||||
| Sofina Growth | 494,377 | |||||
| Management expenses | -83,017 | 24,092 | -58,925 | |||
| Other | -1,638 | 20,679 | 19,041 | |||
| Total comprehensive income | 2,595,517 | 0 | 2,595,517 |
| in thousand EUR | ||||||
|---|---|---|---|---|---|---|
| Sofina BALANCE SHEET (31/12/2021) Direct |
Sofina Private Funds |
Total | Reconciling items |
Financial statements |
||
| Investment portfolio 5,810,894 |
5,252,521 | 11,063,415 | -677,542 | 10,385,873 | ||
| Long-term minority investments 3,884,345 |
||||||
| Sofina Growth 1,926,549 |
||||||
| Net cash | 319,082 | -126,066 | 193,016 | |||
| Gross cash | 1,048,594 | -161,066 | 887,528 | |||
| Financial debts | -729,512 | 35,000 | -694,512 | |||
| (In)tangible fixes assets | 10,692 | -1,090 | 9,602 | |||
| Other assets and liabilities | -38,848 | 804,698 | 765,850 | |||
| NAV | 11,354,341 | 0 | 11,354,341 |
| in thousand EUR | |||||
|---|---|---|---|---|---|
| MANAGEMENT CASH FLOW STATEMENT (31/12/2021) |
Sofina Direct |
Sofina Private Funds |
Total Gross cash |
Financial debts |
Total Net cash |
| Net cash at the beginning of the year | 586,620 | 0 | 586,620 | ||
| Dividends (11) | 56,370 | 6,921 | 63,291 | 63,291 | |
| Management expenses (12) | -67,563 | -67,563 | |||
| Investments in portfolio | -653,693 | -629,952 | -1,283,645 | -1,283,645 | |
| Divestments from portfolio | 352,734 | 807,955 | 1,160,689 | 1,160,689 | |
| Distribution of profit | -101,550 | -101,550 | |||
| Other items | -38,760 | -38,760 | |||
| Receipts from financial debts | 729,512 | -729,512 | 0 | ||
| Net cash at the end of the year | 1,048,594 | -729,512 | 319,082 |
| in thousand EUR | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| INVESTMENT PORTFOLIO BRIDGE (31/12/2021) |
Fair value at |
Investments (13) | Divestments (13) and revenues |
Market impact |
FX impact |
Fair value at 31/12/2021 |
Value creation % (15) |
||
| 31/12/2020 | Cash | Non cash (14) |
Cash | Non cash (14) |
|||||
| Sofina Direct | 4,862,973 | 653,693 | 41,654 | -409,104 | -38,190 | 467,119 | 232,749 | 5,810,894 | 13% |
| Sofina Private Funds | 3,457,990 | 629,952 | -699 | -814,876 | -150 | 1,604,691 | 375,612 | 5,252,521 | 48% |
| Total Investment portfolio |
8,320,963 | 1,283,645 | 40,955 | -1,223,980 | -38,339 | 2,071,811 | 608,361 | 11,063,415 | 28% |
(11) Difference with Dividends presented in the Comprehensive income is mainly due to cut-offs between declaration and payment periods or to withholding taxes.
(12) Difference with Management expenses presented in Comprehensive income is mainly due to the payment in the current period of the Long-Term Incentive Plan (LTIP) accrual of the previous period. (13) Net of intragroup transfers.
(14) Mainly composed of escrows, cut-offs and roll-overs of investments.
(15) Fair value at the end of the period + Divestments and revenues of the period divided by Fair value at the beginning of the period + Investments of the period.
The main movements in acquisitions and disposals relating to the Sofina Direct portfolio in the first half of 2022 (with a fair value exceeding EUR 10 million) concern the following financial assets:
| CORPORATE RIGHTS | ||
|---|---|---|
| % OWNERSHIP INVESTED (16) |
% OWNERSHIP SOLD (16) |
|
| Biobest Group | 3.68% | |
| Birdie Care Services | 15.44% | |
| Cleo AI | 12.37% | |
| CoachHub | 8.81% | |
| Grasper Global (Skillmatics) | 10.34% | |
| IHS Holding | 11.34% | |
| Labster Group | 4.47% | |
| MxBEE (Biobest) | 26.64% | |
| Rohlik | 8.22% | |
| Typeform | 6.93% | |
| Ver Se Innovation | 1.17% | |
| Vizgen | 4.24% | |
| Hillebrand Group | 20.91% | |
| Pine Labs | 1.65% |
The main net movements of more than EUR 10 million at 30 June 2022 relating to the Sofina Private Funds' portfolio concern investments into Sequoia funds and partial disposals of Astorg, Iconiq and Sequoia funds.
The main Sofina Direct level 1(17) investments (with a fair value exceeding EUR 10 million) held by the Sofina group as at 30 June 2022 are as follows:
| CORPORATE RIGHTS HELD | FAIR VALUE (IN | ||
|---|---|---|---|
| NUMBER OF SHARES |
% OWNERSHIP |
THOUSAND EUR) | |
| bioMérieux | 2,282,513 | 1.93% | 212,730 |
| THG | 115,542,400 | 8.29% | 110,938 |
| Luxempart | 1,257,500 | 6.07% | 88,654 |
| GL events | 4,768,057 | 15.90% | 74,000 |
| Colruyt Group | 2,332,064 | 1.74% | 60,517 |
| SCR - Sibelco | 6,968 | 1.48% | 34,840 |
(16) Changes in undiluted ownership percentage as at 30 June 2022 due to new acquisitions and disposals of the period. (17) For the definitions of levels, see point 2.3. below.
The main Sofina Direct level 2 and level 3 (18) investments (with a fair value exceeding EUR 10 million) held by the Sofina group as at 30 June 2022 are as follows:
| CORPORATE RIGHTS HELD | |||
|---|---|---|---|
| NUMBER OF SHARES | % OWNERSHIP | ||
| 1stdibs.com | 2,613,568 | 6.90% | |
| B9 Beverages (Bira 91) | 3,784,140 | 8.62% | |
| Biobest Group | 36,670 | 3.68% | |
| Biotech Dental | 6,154,900 | 24.75% | |
| Birdie Care Services | 3,924,379 | 15.44% | |
| Bright Lifecare (HealthKart) | 196,420 | 0.05% | |
| Cambridge Associates | 24,242 | 23.79% | |
| Carebridge Holdings | 15,347,479 | 4.14% | |
| Cleo AI | 4,156,785 | 12.37% | |
| CoachHub | 14,006 | 8.81% | |
| Collibra | 6,936,516 | 2.94% | |
| Dreamplug Technologies (Cred) | 57,596 | 1.96% | |
| Drylock Technologies | 150,000,000 | 25.64% | |
| emTransit (Dott) | 5,077,576 | 12.68% | |
| Grand Rounds (Included Health) | 11,358,956 | 1.87% | |
| Graphcore | 11,131,375 | 2.71% | |
| Grasper Global (Skillmatics) | 379,198 | 10.34% | |
| Green Agrevolution (DeHaat) | 3,034 | 8.20% | |
| Groupe Petit Forestier | 1,244,172 | 43.39% | |
| Hector Beverages | 3,436,475 | 24.61% | |
| Honasa Consumer (Mamaearth) | 2,290 | 9.64% | |
| IHS Holding | 1,737,254,528 | 11.34% | |
| K12 Techno Services | 2,216,550 | 14.43% | |
| Labster Group | 2,870,898 | 4.47% | |
| Lemonilo | 25,323 | 6.02% | |
| M.Chapoutier | 3,124 | 14.20% | |
| M.M.C. (Chapoutier) | 15,256 | 19.83% | |
| MedGenome | 7,341,849 | 17.48% | |
| Mérieux NutriSciences | 43,278 | 15.43% | |
| Moody E-Commerce Group | 95,610 | 3.63% | |
| MXP Prime Platform (SellerX) | 6,604 | 7.89% | |
| Nuxe International | 193,261,167 | 49.00% | |
| Oviva | 101,207 | 11.44% | |
| PETKIT Technology | 10,746,355 | 5.06% | |
| Pine Labs | 147,582 | 1.76% | |
| Polygone (mainly GL events) | 221,076 | 20.96% | |
| Practo | 2,020,659 | 6.37% | |
| Rohlik | 48,776 | 8.22% | |
| Salto Systems | 22,293 | 12.17% | |
| Tessian | 3,637,815 | 4.77% | |
| Think & Learn (Byju's) | 230,902 | 5.24% | |
| ThoughtSpot | 3,263,785 | 2.74% | |
| Twin Health | 1,394,322 | 2.85% | |
| Typeform | 69,208 | 6.93% | |
| Veepee | 3,756,786 | 5.62% | |
| Ver Se Innovation | 415,952 | 7.16% | |
| Vinted | 2,875,747 | 3.00% | |
| Vizgen | 1,312,818 | 4.24% | |
| ZenCore (Cayman) (ZhenGe) | 6,438,337 | 3.86% |
(18) For the definitions of levels, see point 2.3. below.
The main Sofina Direct level 2 and level 3 (19) investments (with a fair value exceeding EUR 10 million) held through syndication vehiclesgathering part of the shareholder base (20) as at 30 June 2022 are as follows:
| CORPORATE RIGHTS HELD | ||
|---|---|---|
| NUMBER OF SHARES | % OWNERSHIP | |
| Aevum Investments (Xinyu) | - | 100.00% |
| Appalachian Mountains (Aohua) | 13,000 | 46.43% |
| Atlantic Foods Labs Co-Invest II (Gorillas) | - | 47.62% |
| Atlantic Foods Labs Co-Invest III (Gorillas) | - | 77.71% |
| Ergon opseo Long Term Value Fund (opseo) | - | 8.82% |
| FPCI Alven Ankorstore (Ankorstore) | 20,000 | 97.49% |
| GoldIron (First Eagle) | 21,721 | 70.68% |
| Iconiq Strategic Partners III Co-Invest (Series RV) | - | 7.15% |
| Kedaara Norfolk Holdings (Lenskart) | 158,355 | 50.00% |
| Lernen Midco 1 (Cognita) | 252,517,893 | 15.55% |
| MxBEE (Biobest) | 7,820,093 | 26.64% |
| SC China Co-Investment 2016-A | - | 41.67% |
| TA Action Holdings (ACT) | - | 44.44% |
| TA Vogue Holdings (TCNS) | - | 48.72% |
The main General Partners that manage investment funds on our behalf, whose value individually exceeds EUR 10 million as at 30 June 2022 are Aberdeen Standard, Alantra, Alpha JWC, Andreessen Horowitz, Archipelago, Atlantic Labs, Atomico, Bain, Battery, Berkshire, Bessemer, Bling, Blossom, Bond, Charlesbank, Chryscapital, Crescent Point, DST, Everstone, Falcon House, Felix, Formation 8, Founders Fund, Foundry, Francisco, General Atlantic, Genesis, GGV, GTCR, Guidepost, Harbourvest, Highland, Housatonic, Huaxing, Iconiq, Insight, InvAscent, Isola, IVP, Kedaara, Kleiner Perkins, KPS, Lakestar, Lightspeed, Local Globe, Lux Capital, Lyfe, Mérieux, Multiples, NEA, Nexus India, Northzone, Oak, OpenView, Qiming, Redpoint, Sequoia, Serent, Silver Lake, Social+Capital, Source Code, Spark, Summit, Sycamore, TA Associates, TAEL, Thoma Bravo, Thrive, Tiger Global, Trustbridge and Venrock.
(19) For the definition of levels, see point 2.3 below.
(20) This table shows the holding in the intermediary vehicle and not the holding in the underlying investment which is shown between brackets as the case may be.
Main valuation rules for the investment portfolio
The Sofina group uses a fair value hierarchy that reflects the significance of the data used for valuation purposes:
- Level 1 Assets valued under level 1 are valued at the market price at the closing date;
- Level 2 Assets valued under level 2 are valued based on observable data such as the market price of the main asset held by the company;
- Level 3 Financial assets valued under level 3 are valued at fair value using principles derived from the International Private Equity and Venture Capital Valuation Guidelines ("IPEV" Valuation Guidelines of December 2018).
Non-quoted securities are valued at each reporting date using a commonly accepted valuation method in these IPEV Valuation Guidelines, or at net asset value.
The different valuation methods are detailed in the table on the methods applied in accordance with IFRS 13 to determine the fair value of non-quoted level 3 assets of the investment portfolio in transparency (Long-term minority investments, Sofina Growth and Sofina Private Funds).
Note that the IPEV Valuation Guidelines no longer consider the recent transaction price as a default valuation technique but rather as a starting point for estimating fair value. Therefore, the recent transaction price as a valuation technique is only used when the recent transaction is sufficiently close to the balance sheet closing date (and meets the market and market participant criteria). It should also be noted that the context of the transaction is analysed and could hence consider not only the primary components of a transaction but also the secondary components of the same transaction (e.g., retaining a blended price instead of only the primary round price).
The principle of calibration, which consists of testing or calibrating the valuation techniques to be used at subsequent valuation dates, using valuation parameters derived from the initial transaction, is applied as appropriate to all our valuations of non-quoted investments (Long-term minority investments and Sofina Growth), provided that the price of the initial transaction is representative of the fair value at the time of the transaction and can be calibrated. The calibration allows to derive from the entry price the discount or the premium compared to the group of comparable companies by comparing the rate of return expected by Sofina with the theoretical cost of capital for a given investment in the context of the implementation of the discounted cash flow method. And the calibration allows determining directly at the transaction date the discount or the premium against the group of comparable companies in the context of the implementation of the market multiples method. This technique explains the wide range of discounts, costs of capital or discount factors, as these are the result of the calibration.
This being said, Sofina may have to change the valuation technique depending on the circumstances from one valuation exercise to the other (e.g. due to a new type of data available, a new recent transaction), with the objective of maximising the use of observable data and minimising the use of non-observable data.
In this respect, the table below provides information on the methods applied in accordance with IFRS 13 – Fair Value Measurement – to determine the fair value of non-quoted level 3 assets.
The current health and economic crisis increases the uncertainty of the future performance of the investments of Sofina. These uncertainties in the performance of these investments lead to a higher degree of subjectivity in the determination of level 3 fair values in the IFRS 13 hierarchy. This has led Sofina to be more vigilant in the application of its valuation methods. In particular, we can mention:
- A particular vigilance regarding the consistency between the estimates of the portfolio companies and the use of these estimates compared to the use of the multiples of comparable companies;
- A particular vigilance regarding the validation of the most recent transaction by ensuring that this recent transaction takes into account the current context of the economic crisis or Covid- 19 pandemic (while respecting the other validation criteria of the most recent transaction such as being sufficiently close to the closing date) as well as ensuring that the context of the recent transaction is well apprehended by considering both primary and secondary components (if applicable);
- A particular vigilance regarding the financial situation of the portfolio companies (e.g., cash burn estimates).
We also took into account the IPEV Board Special Valuation Guidance of March 2020.
It should be noted that Sofina has engaged Kroll, an independent valuation firm, to assist in the valuation of the non-quoted investments of the Sofina Direct portfolio. Sofina Private Funds is therefore not covered by Kroll's assistance. All these non-quoted investments (the "Investments"), covered by Kroll's assistance, represent 42% of the fair value of the portfolio in transparency, as illustrated below (21) .
| FAIR VALUE HIERARCHY | LONG-TERM MINORITY INVESTMENTS |
SOFINA GROWTH | SOFINA PRIVATE FUNDS |
% OF KROLL COVERAGE ON TOTAL LEVEL |
|---|---|---|---|---|
| Level 1 | Not covered | Not covered | Not applicable | 0% |
| Level 2 | Covered | Covered | Not applicable | 100% |
| Level 3 | Covered | Covered | Not covered | 45% |
| Total portfolio in transparency |
42% |
This assistance included various limited procedures that Sofina identified and requested Kroll to perform. In connection with and as a result of these limited procedures (22) , Kroll concluded that the fair value of the "Investments", as determined by Sofina, was reasonable.
Sofina Private Funds' investments in venture and growth capital funds are valued on the basis of the latest reports obtained from the General Partners of these investment funds until mid-August and their valuation is therefore based either on a report as of 30 June 2022 or on a report as of 31 March 2022. The values of the reports as of 31 March 2022 are adjusted to take into account (i) capital calls and distributions that have occurred since the date of issuance of the last report, (ii) changes in the stock market prices of the quoted companies held by these funds and (iii) significant events that have occurred since this last valuation date and the closing date of 30 June 2022. The values at 30 June 2022 are not adjusted as they reflect the fair value at the closing date. The retained values are finally converted into euro using the closing exchange rate. The valuation methodology for the funds for which a purchase and sale agreement was signed as at the date of this Half-year financial report are valued in accordance with the terms of the purchase and sale agreement. As at 30 June 2022, more than 80% of the Sofina Private Funds fair value is based either on reports as of 30 June 2022 or valuations based on market prices or transaction prices.
(21) Covered: covered by Kroll's assistance; Not covered: not covered by Kroll's assistance; Not applicable: no value present at this level in the relevant investment style.
(22) Limited procedures are not an audit, review, compilation or other form of examination or certification in accordance with generally accepted auditing standards. In addition, the limited procedures were not performed in anticipation of or in connection with any investment made or contemplated by Sofina. Accordingly, any party contemplating an investment in these "Investments" or any party contemplating an investment directly in the capital of Sofina should not consider the performance of these limited procedures by Kroll to be sufficient in light of the aforementioned investments. The results of Kroll's analysis should not be construed as a fairness opinion on any transaction or as a statement of creditworthiness. The limited procedures performed by Kroll are in addition to the procedures that Sofina is required to perform to estimate the fair value of the "Investments". The result of the analyses conducted by Kroll was taken into account by Sofina in its assessment of the fair value of the "Investments".
Table on the methods applied in accordance with IFRS 13 to determine the fair value of nonquoted level 3 assets in the investment portfolio in transparency
| VALUATION TECHNIQUE |
USE OF THE TECHNIQUE | SIGNIFICANT UNOBSERVABLE DATA |
LINKS BETWEEN UNOBSERVABLE DATA AND FAIR VALUE |
|---|---|---|---|
| Value of the last recent transaction |
Whenever a recent and significant transaction has taken place for the investment at the balance sheet date and provided that the transaction meets the market and market participant criteria. Note that the IPEV Valuation Guidelines no longer consider the recent transaction price as a default valuation technique but rather as a starting point for estimating fair value. Therefore, the recent transaction price as a valuation technique is only used when the recent transaction is sufficiently close to the closing date (and meets the market and market participant criteria). Funds for which a purchase and sale agreement was signed as at the date of this Half-year financial report, are valued at the terms of the purchase and sale agreement and are hence considered as part of this valuation technique. |
The fair value of the last transaction is considered unobservable data. |
As the unobservable data increases, the fair value increases. |
| Discounted Cash Flow model |
Applied for mature companies or for companies where sufficient information is available. This method consists in discounting future expected cash flows. |
Cost of capital from calibration. |
The higher the cost of capital, the lower the fair value. |
| Terminal value based on a long term growth rate. |
The higher the long-term growth rate, the higher the fair value. |
||
| Terminal value based on an exit multiple. |
The higher the exit multiple, the higher the fair value. |
||
| Market multiples - sales or EBITDA or earnings multiples or a mix of sales or EBITDA multiples (based on comparable quoted companies) |
In the absence of a recent transaction on the investment at the closing date and when the Discounted Cash Flow model is not applied. The calibration principle is used to determine the discount to the group of comparable quoted companies. |
Discount (23) resulting from the calibration against the group of comparable companies. |
The higher the discount, the lower the fair value. |
| Probability Weighted Expected Returns Model or Scenario Methods (PWERM) |
Start-ups or "early stage" companies or certain companies for which significantly different scenarios remain possible, when other methods cannot be applied (recent transaction, Discounted Cash Flow model, market multiples), are valued according to scenarios. Such companies are valued on the basis of different possible future scenarios (probability–weighted fair value of future outcomes). |
Discount factor from the calibration. Weights attributed to the different scenarios (generally 3 to 4 scenarios, from extremely pessimistic to optimistic). |
The higher the discount factor, the lower the fair value. The higher the weight of the pessimistic scenario, the lower the fair value. |
| Exit value based on an exit multiple. |
The higher the exit multiple, the higher the fair value. |
||
| Milestones approach |
This valuation method is applied to start-ups or "early-stage" companies or companies for which important milestones must be achieved and when other methods (i.e. recent transaction, discounted cash flow model, market multiples and PWERM) are not applicable. Such companies are valued using the milestone approach. This method consists in assessing whether there is an indication of change in fair value based on a consideration of one or more milestones. One or several key milestones are commonly established in function of the stage of development of the company. Milestones can for example include financial measures, technical measures and marketing and sales measures. |
Discount applied per level according to the predefined milestones. |
A discount is applied per milestone. If a milestone is achieved, the more the unobservable data increases or decreases, the more the fair value increases or decreases. If the first milestone is not achieved, the more the unobservable data decreases, the more the fair value decreases. |
| Revalued net assets recognised at fair value |
This valuation method is based on the latest available statements from the General Partners. This method consists in using the reported net assets value of a fund interest which is adjusted for (i) the capital calls and distributions that took place after the last statement received and the measurement date, (ii) the evolution of the quoted companies held by the funds and (iii) any other significant events. The underlying investments of the fund must be reported at fair value. |
Fair value based on General Partners' reports is considered unobservable data. |
As the unobservable data increases, the fair value increases. |
| Other methods | In exceptional cases, another methodology is considered to better reflect the fair value of the investment or a portion of the investment (e.g. an appraisal report on the value of land or property). |
Fair value based on expert reports is considered unobservable data. |
As the unobservable data increases, the fair value increases. |
(23) In some cases, a premium is applied against the group of comparable companies, also based on the calibration principle. In some exceptional cases, the discount is estimated on the basis of methods other than calibration.
| in thousand EUR | |||||
|---|---|---|---|---|---|
| TOTAL AS AT 30/06/2022 |
LEVEL 1 | LEVEL 2 | LEVEL 3 | ||
| Investment portfolio (24) | 9,847,761 | 612,142 | 96,275 | 9,139,344 | |
| Sofina Direct | 4,788,192 | 612,142 | 96,275 | 4,079,775 | |
| Long-term minority investments | 2,898,989 | 593,537 | 0 | 2,305,452 | |
| Sofina Growth | 1,889,203 | 18,605 | 96,275 | 1,774,323 | |
| Sofina Private Funds | 5,059,569 | 0 | 0 | 5,059,569 | |
| TOTAL AS AT 31/12/2021 |
LEVEL 1 | LEVEL 2 | LEVEL 3 | ||
| Investment portfolio | 11,063,415 | 962,015 | 117,302 | 9,984,098 | |
| Sofina Direct | 5,810,894 | 962,015 | 117,302 | 4,731,577 | |
| Long-term minority investments | 3,884,345 | 911,845 | 0 | 2,972,500 | |
| Sofina Growth | 1,926,549 | 50,170 | 117,302 | 1,759,077 | |
| Sofina Private Funds | 5,252,521 | 0 | 0 | 5,252,521 |
During the period, the investment in Spartoo was transferred from level 2 to level 1.
Sensitivity analysis of level 3
Level 3 consists of non-quoted securities subject to price risk, but this risk is mitigated by the wide variety of investments made by the Sofina group. The objective of long-term value creation pursued by the Sofina group contributes to mitigating this risk.
In the case of investments in venture and growth capital funds of Sofina Private Funds, the General Partners may decide more quickly to modify a negative spread. Market risk may also have an indirect impact on non-quoted securities compared to securities quoted on stock markets.
Moreover, liquidity risk has a greater impact on non-quoted securities than on quoted securities, which can make their value difficult to estimate. This risk may have an impact on the holding period of non-quoted securities as well as on the exit price. It is difficult to quantify the influence of these risks on non-quoted securities in level 3.
(24) Information on the investment portfolio in the balance sheet as at 30 June 2022 can be found under point 2.1 above.
Sensitivity analysis table for the level 3 investment portfolio in transparency as at 30 June 2022
| in million EUR | ||||||
|---|---|---|---|---|---|---|
| VALUATION TECHNIQUE | FAIR VALUE |
UNOBSERVABLE DATA (WEIGHTED AVERAGE) |
SENSITIVITY | IMPACT VALUE |
SENSITIVITY | IMPACT VALUE |
| Value of the last recent transaction |
757 | The fair value of the most recent transaction is considered unobservable data |
+10% | 76 | -10% | -76 |
| Discounted Cash Flow model |
1,743 | Cost of capital from calibration between 6.0% and 17.3% (10.6%) |
+10% | -253 | -10% | 317 |
| Perpetual growth rate of 1.5% and +10% 3.0% (2.6%) |
42 | -10% | -38 | |||
| Output multiple between 5.1x and 16.0x (10.2x) |
+10% | 122 | -10% | -122 | ||
| Market multiples | 1,802 | Discount resulting from calibration between 7% and 58% (25) (33.7%) |
+10% | -92 | -10% | 92 |
| Revalued net assets recognised at fair value (26) |
4,745 | The fair value based on General Partners' reports is considered unobservable data |
+10% | 474 | -10% | -474 |
| Milestones approach | 10 | Discount of 15% per level (15%) |
Upper level (27) |
0 | Lower level | -1 |
| Other methods | 82 | Fair value is considered unobservable data |
+10% | 8 | -10% | -8 |
| Total level 3 (in transparency) |
9,139 | |||||
| Reconciling items | -410 | |||||
| Total level 3 (financial statements) |
8,729 |
The reconciling items between the presentation in transparency and the balance sheet presentation are detailed, at all levels, in point 2.1 above.
(25) In some cases, a premium is applied against the group of comparable companies. The premiums applied range from 3% to 1,594% (weighted average of 254%) and reflect for example a higher growth rate of the portfolio investments compared to comparable companies. In certain exceptional cases, the discount is estimated on the basis of methods other than calibration. (26) Mainly concerns the portfolio of Sofina Private Funds and to a limited extent investments of Sofina Growth. (27) No upper level was reached.
Sensitivity analysis table for the level 3 investment portfolio in transparency as at 31 December 2021
| in million EUR | ||||||
|---|---|---|---|---|---|---|
| VALUATION TECHNIQUE | FAIR VALUE |
UNOBSERVABLE DATA (WEIGHTED AVERAGE) |
SENSITIVITY | IMPACT VALUE |
SENSITIVITY | IMPACT VALUE |
| Value of the last recent transaction |
956 | The fair value of the most recent transaction is considered unobservable data. |
+10% | 96 | -10% | -96 |
| Cost of capital from calibration between 6.2% and 16.3% (10.2%) |
+10% | -238 | -10% | 300 | ||
| Discounted Cash Flow model |
1,641 | Perpetual growth rate between 1.5% and 3.0% (2.6%) |
+10% | 36 | -10% | -34 |
| Exit multiple between 5.0x and 15.8x (10.6x) |
+10% | 111 | -10% | -111 | ||
| Multiples of the market | 1,823 | Calibration discount between 2% and 52% (28) (35.4%) |
+10% | -87 | -10% | 88 |
| Revalued net assets recognised at fair value (29) |
5,453 | The fair value based on the General Partners' reports is considered unobservable data |
+10% | 545 | -10% | -545 |
| Milestones approach | 18 | Discount of 15% per level (15%) |
Upper level (30) |
0 | Lower level | -3 |
| Other methods | 93 | Fair value is considered unobservable data |
+10% | 9 | -10% | -9 |
| Total level 3 (in transparency) |
9,984 | |||||
| Reconciling items | -102 | |||||
| Total level 3 (financial statements) |
9,882 |
The reconciling items between the transparency presentation and the balance sheet presentation are detailed, at all levels, in point 2.1 above.
(28) In some cases, a premium is applied against the group of comparable companies. The premiums applied range from 6% to 310% (weighted average of 67.9%). In certain exceptional cases, the discount is estimated on the basis of methods other than calibration. (29) Mainly concerns the portfolio of Sofina Private Funds and to a limited extent investments of Sofina Growth. (30) No upper level was reached.
Foreign exchange risk
Non-quoted securities are subjected to, among other things, foreign exchange risk. The main foreign exchange risk relates to assets denominated in US dollars, British pounds and Indian rupees. For information purposes, a 10% increase or decrease in the exchange rate of these three currencies at 30 June 2022 would result in a variation in the fair value of the portfolio as shown in the table below:
| in million EUR | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| USD | GBP | INR | |||||||
| Exchange rate sensitivity | -10% | 0% | +10% | -10% | 0% | +10% | -10% | 0% | +10% |
| Fair value | 6.938 | 6.244 | 5.676 | 572 | 515 | 468 | 958 | 862 | 784 |
| Impact on revenue | 694 | 0 | -568 | 57 | 0 | -47 | 96 | 0 | -78 |
Price risk
Price risk is defined as the risk that unfavourable changes in stock prices impact Sofina's portfolio. Sofina is exposed to market fluctuations in its portfolio.
The risk analysis of level 1 and level 2 investments is shown below. A variation interval of -10% and +10% has been applied to the valuation at 30 June 2022. This variance influences the result.
| in million EUR | ||||||
|---|---|---|---|---|---|---|
| LEVEL 1 | LEVEL 2 | |||||
| Stock price sensitivity | -10% | 0% | +10% | -10% | 0% | +10% |
| Fair value | 551 | 612 | 673 | 86 | 96 | 106 |
| Impact on revenue | -61 | 0 | 61 | -10 | 0 | 10 |
Interest rate risk and liquidity risk
Interest rate risk is the risk that the interest flow on the financial debt and the gross cash flow be adversely affected by an unfavourable change in interest rates. In the case at hand, the risk is limited as the financial debts are mainly at fixed rates. Moreover, Sofina's Net cash position is positive. However, Sofina has commitments to disburse funds in relation to the Sofina Private Funds investments. Considering its positive Net cash position, the existence of bank credit lines (unused – please refer to section 3.13), the investments in equities listed on liquid markets and therefore easily realisable (in the Long-term minority investments and Sofina Private Funds portfolios), and if needed the ability to transact on the secondary market for Sofina Private Funds, the liquidity risk faced by Sofina is extremely moderate.
| in million EUR | ||
|---|---|---|
| SOFINA PRIVATE FUNDS' RESIDUAL COMMITMENT BRIDGE |
30/06/2022 | 31/12/2021 |
| Beginning of the period | 976 | 932 |
| New commitments | 689 | 542 |
| Investments | -266 | -629 |
| Other (31) | 14 | 51 |
| FX impact | 110 | 80 |
| End of the period(32) | 1,523 | 976 |
Credit risk
The credit risk is the counterparty risk on gross cash. It is limited a priori by the choice of reputable financial institutions.
(31) Others mainly comprises recallable distributions, disposals and termination of funds with residual uncalled commitments.
(32) Additional residual commitments in relation to Sofina Direct investments of EUR 31 million as at 30 June 2022 and of EUR 12 million as at 31 December 2021 bring the total uncalled commitments to EUR 1,554 million and EUR 988 million respectively.
Concentration risk
The 10 largest investments of Sofina Direct represent 25% of its Net Asset Value (33) .
| 1 | Groupe Petit Forestier |
|---|---|
| 2 | Think & Learn (Byju's) |
| 3 | Lernen Midco 1 (Cognita) |
| 4 | SC China Co-Investment 2016-A |
| 5 | Cambridge Associates |
| 6 | bioMérieux |
| 7 | Drylock Technologies |
| 8 | Ver Se Innovation |
| 9 | Nuxe International |
| 10 | Mérieux NutriSciences |
There are no dominant positions. The level 3 investments in the top 10 are valued according to the Discounted Cash Flow model, market multiples or the last recent transaction method as described in section 2.3 above.
The 10 largest General Partners of Sofina Private Funds represent 26% of its Net Asset Value.
| 1 | Sequoia Capital (US, China & India) |
|---|---|
| 2 | Lightspeed Venture (US, China & India) |
| 3 | Iconiq Capital |
| 4 | Insight Venture Partners |
| 5 | Battery Ventures |
| 6 | Thoma Bravo |
| 7 | TA Associates |
| 8 | DST |
| 9 | Andreessen & Horowitz |
| 10 | Spark Capital |
Since the funds themselves are invested in a large number of companies, there is no concentration risk.
War in Ukraine
As per ESMA's recommendation of 14 March 2022, Sofina can confirm that it has very limited specific exposure to the Ukraine crisis, which had no material direct impact on its activities. The group is not impacted by the economic sanctions enforced by the European Union. Sofina Direct portfolio companies with notable operations or exposure in Ukraine or Russia represent less than 3% of total portfolio fair value in transparency as at 30 June 2022. Sofina Private Funds is marginally exposed to underlying companies with some presence in Ukraine or in Russia which are estimated to represent a small proportion of total number of companies in the underlying portfolio. General Partners have investigated their potential Russian ties including tracing Russian money in their investors base and they have not reported any significant issue in this respect. The main potential economic consequences of the Ukraine crisis on the portfolio are not specific in nature as they relate to its impact on raw material prices including energy, potential supply chain disruptions, concerns about an increasing risk of cyber-attacks and more generally, the macro-economic impact on GDP growth, inflation and interest rates. A large number of portfolio companies and General Partners and their employees are engaged in a variety of initiatives to support Ukraine in tune with what Sofina has been doing as described in the Key events section here above.
(33) Listed in decreasing order of fair value as at 30 June 2022 (portfolio in transparency). The ranking of our Sofina Direct investments does not take into consideration indirect exposures on these entities, held through some funds of Sofina Private Funds.
Breakdown of Sofina Direct by sector in transparency
In comparison with 2021, sectoral breakdown is now based on a "focus sector" classification, which shows Sofina's four preferred investment sectors, namely Healthcare, Digital transformation, Education, Consumer and retail, and regroups the other sectors in the eponymous category. The objective is to better align the financial reporting with the strategy of the Sofina group.
The table below shows the sectoral breakdown of Sofina Direct as at 30 June 2022 and as at 31 December 2021(34) :
| in million EUR | |||||
|---|---|---|---|---|---|
| 30/06/2022 | 31/12/2021 | ||||
| SECTOR | PORTFOLIO'S FAIR VALUE | PORTFOLIO'S FAIR VALUE | |||
| Healthcare | 655 | 14% | 714 | 12% | |
| Digital transformation | 1,002 | 21% | 1,103 | 19% | |
| Education | 779 | 16% | 1,048 | 18% | |
| Consumer and retail | 1,348 | 28% | 1,618 | 28% | |
| Other sectors | 1,004 | 21% | 1,328 | 23% | |
| Total | 4,788 | 100% | 5,811 | 100% |
Sofina considers that a geographical breakdown is not relevant for the total portfolio in transparency (not relevant for the Long-term minority investments, e.g. for companies with global activities, and also less and less relevant for the portfolio of Sofina Growth whose past local activities have also extended globally).
However, we believe that the information is more relevant for Sofina Private Funds, and we provide below the information by geography and by strategy of this portfolio in transparency.
Breakdown of Sofina Private Funds by geography in transparency
| in million EUR | ||||||||
|---|---|---|---|---|---|---|---|---|
| 30/06/2022 | 31/12/2021 | |||||||
| GEOGRAPHY | PORTFOLIO'S FAIR RESIDUAL VALUE COMMITMENTS (35) |
PORTFOLIO'S FAIR VALUE |
RESIDUAL COMMITMENTS |
|||||
| North America | 3,375 | 67% | 956 | 63% | 3,618 | 69% | 589 | 60% |
| Western Europe | 432 | 8% | 214 | 14% | 457 | 9% | 132 | 14% |
| Asia | 1,253 | 25% | 353 | 23% | 1,178 | 22% | 255 | 26% |
| Total (36) | 5,060 | 100% | 1,523 | 100% | 5,253 | 100% | 976 | 100% |
Breakdown of Sofina Private Funds by strategy in transparency
| in million EUR | ||||||||
|---|---|---|---|---|---|---|---|---|
| 30/06/2022 | 31/12/2021 | |||||||
| STRATEGY | PORTFOLIO'S FAIR VALUE |
RESIDUAL COMMITMENTS (35) |
PORTFOLIO'S FAIR VALUE |
RESIDUAL COMMITMENTS |
||||
| Venture capital | 3,396 | 67% | 821 | 54% | 3,504 | 67% | 420 | 43% |
| Growth equity | 1,122 | 22% | 480 | 31% | 1,101 | 21% | 358 | 37% |
| LBO | 430 | 9% | 150 | 10% | 535 | 10% | 126 | 13% |
| Other strategies | 112 | 2% | 72 | 5% | 113 | 2% | 72 | 7% |
| Total (36) | 5,060 | 100% | 1,523 | 100% | 5,253 | 100% | 976 | 100% |
Breakdown of Sofina Private Funds by vintage in transparency
| in million EUR | ||||||||
|---|---|---|---|---|---|---|---|---|
| 30/06/2022 | 31/12/2021 | |||||||
| VINTAGE | PORTFOLIO'S FAIR VALUE |
RESIDUAL COMMITMENTS (35) |
PORTFOLIO'S FAIR VALUE |
RESIDUAL COMMITMENTS |
||||
| Last 5 years | 2,353 | 46% | 1,367 | 90% | 2,470 | 47% | 853 | 87% |
| From 5 to 10 years | 2,011 | 40% | 107 | 7% | 2,090 | 40% | 89 | 9% |
| Older than 10 years | 696 | 14% | 50 | 3% | 693 | 13% | 34 | 4% |
| Total (36) | 5,060 | 100% | 1,523 | 100% | 5,253 | 100% | 976 | 100% |
(34) Based on the fair value of the Sofina group's investments as at 30 June 2022 and as at 31 December 2021 (portfolio in transparency – see point 2.4 above).
(35) Sofina is committed to responding to capital calls by certain private funds (see point 3.13 below).
(36) Information on the Sofina Private Funds portfolio shown in the balance sheet as at 30 June 2022 can be found under point 2.1 above.
3. NOTES TO THE FINANCIAL STATEMENTS AS AN INVESTMENT ENTITY
| in thousand EUR | ||
|---|---|---|
| 30/06/2022 | 31/12/2021 | |
| Investments | ||
| Net value at the beginning of the period | 10,385,873 | 7,866,894 |
| Acquisitions during the period | 45,275 | 131,997 |
| Disposals during the period | 0 | -169,932 |
| Changes in unrealised gains in the profit and loss | 72,785 | 2,628,265 |
| Changes in unrealised losses in the profit and loss | -1,387,896 | -71,351 |
| Net value at the end of the period = 1 | 9,116,037 | 10,385,873 |
| Receivables | ||
| Net value at the beginning of the period | 0 | 0 |
| Acquisitions during the period | 1,345 | 0 |
| Disposals during the period | 0 | 0 |
| Changes in unrealised gains in the profit and loss | -0 | 0 |
| Changes in unrealised losses in the profit and loss | 0 | 0 |
| Changes in accrued interest not yet due | 1 | 0 |
| Net value at the end of the period = 2 | 1,346 | 0 |
| Net value = 1 + 2 | 9,117,383 | 10,385,873 |
The difference between the amount of the disposals during the period (EUR 0 thousand) and the amount of the divestments shown in the consolidated cash flow statement (EUR 20 thousand) is mainly due to the capital gains and losses realised on these divestments for an amount of EUR 20 thousand. In addition, the realised capital gains and losses (EUR 20 thousand) combined with the changes in unrealised capital gains and losses (EUR -1,315,111 thousand) form the Net result of the investment portfolio (see point 3.10 below).
| in thousand EUR | |||||
|---|---|---|---|---|---|
| BOOK VALUE | FAIR VALUE | ||||
| TOTAL AT 30/06/2022 |
IFRS 9 CLASSIFICATION |
LEVEL 1 | LEVEL 2 | LEVEL 3 | |
| Investment portfolio | 9,117,383 | 388,233 | 0 | 8,729,150 | |
| Investments | 9,116,037 | Fair value through profit and loss |
388,233 | 0 | 8.727.804 |
| Receivables | 1,346 | Designated at fair value through profit or loss |
0 | 0 | 1.346 |
| Receivables from subsidiaries (37) | 875,671 | Designated at fair value through profit and loss |
0 | 875,671 | 0 |
| Deposits and other current financial assets |
511,503 | 0 | 511,503 | 0 | |
| Deposits | 260,000 | Designated at fair value through profit and loss |
0 | 260,000 | 0 |
| Current financial investments | 240,914 | Fair value through profit and loss |
0 | 240,914 | 0 |
| Other receivables | 10,589 | Designated at fair value through profit and loss |
0 | 10,589 | 0 |
| Cash and cash equivalents | 72,265 | Designated at fair value through profit and loss |
0 | 72,265 | 0 |
| Non-current financial debts | 695,113 | At amortised cost | 0 | 695,113 | 0 |
| Current financial debts | 6,040 | At amortised cost | 0 | 6,040 | 0 |
| Other current receivables | 97 | At amortised cost | 0 | 97 | 0 |
| Debts to subsidiaries (37) | 265 | Designated at fair value through profit and loss |
0 | 265 | 0 |
| Trade and other current payables | 5,098 | At amortised cost | 0 | 5,098 | 0 |
(37) Receivables from and debts to subsidiaries are designated at fair value but as they are very short-term receivables and debts, there is no change in fair value to record.
| in thousand EUR | |||||
|---|---|---|---|---|---|
| BOOK VALUE | FAIR VALUE | ||||
| TOTAL AT 31/12/2021 |
IFRS 9 CLASSIFICATION |
LEVEL 1 | LEVEL 2 | LEVEL 3 | |
| Investment portfolio | 10,385,873 | 494,777 | 9,536 | 9,881,560 | |
| Investments | 10,385,873 | Fair value through profit and loss |
494,777 | 9,536 | 9.881.560 |
| Receivables | 0 | Designated at fair value through profit or loss |
0 | 0 | 0 |
| Receivables from subsidiaries (38) | 796,320 | Designated at fair value through profit and loss |
0 | 796,320 | 0 |
| Deposits and other current financial assets |
749,615 | 0 | 749,615 | 0 | |
| Deposits | 225,000 | Designated at fair value through profit and loss |
0 | 225,000 | 0 |
| Current financial investments | 521,786 | Fair value through profit and loss |
0 | 521,786 | 0 |
| Other receivables | 2,829 | Designated at fair value through profit and loss |
0 | 2,829 | 0 |
| Cash and cash equivalents | 140,742 | Designated at fair value through profit and loss |
0 | 140,742 | 0 |
| Non-current financial debts | 694,512 | At amortised cost | 0 | 694,512 | 0 |
| Current financial debts | 2,112 | At amortised cost | 0 | 2,112 | 0 |
| Other current receivables | 97 | At amortised cost | 0 | 97 | 0 |
| Debts to subsidiaries (38) | 943 | Designated at fair value through profit and loss |
0 | 943 | 0 |
| Trade and other current payables | 26,888 | At amortised cost | 0 | 26,888 | 0 |
The fair value of the items of the investment portfolio can be prioritised as follows:
Assets valued under level 1 are valued at the stock market price at the balance sheet closing date. Level 2 data are data on the assets or liabilities other than quoted prices included in level 1 data which are observable either directly or indirectly. Level 3 data are unobservable data on the assets or liabilities.
Direct shareholdings in investment subsidiaries are considered level 3 and are valued based on the fair value of their own portfolio (level 1, 2 or 3) and the fair value of their other assets and liabilities. A detailed description of the valuation methods and the sensitivity of the fair value is given in points 2.3 and 2.4 above. The portfolio held in transparency is described under point 2.2 above.
The fair value of the other financial instruments has been determined using the following methods:
- for short-term financial instruments, such as trade receivables and payables, the fair value is considered not to be significantly different from the carrying amount at amortised cost;
- for variable-rate loans and borrowings, such as deposits or receivables from or debts to subsidiaries, the fair value is considered not to be significantly different from the carrying amount at amortised cost;
- for foreign exchange rate or interest rate derivatives, fair value is determined on the basis of models that discount future cash flows based on future interest rate curves or foreign exchange rates or other forward prices.
(38) Receivables from and debts to subsidiaries are designated at fair value but as they are very short-term receivables and debts, there is no change in fair value to record.
Financial risks
A description of the financial risks can be found in point 2.5 above.
Details of movements for financial investments recognised at fair value in level 3
| in thousand EUR | ||
|---|---|---|
| 30/06/2022 | 31/12/2021 | |
| Investment portfolio | ||
| Net value at the beginning of the period | 9,881,560 | 7,232,145 |
| Acquisitions during the period | 46,620 | 131,997 |
| Disposals during the period | 0 | 0 |
| Changes in unrealised gains in the profit and loss | 72,680 | 2,567,217 |
| Changes in unrealised losses in the profit and loss | -1,271,711 | -38,021 |
| Changes in accrued interest not yet due | 1 | 0 |
| Transfer to level 3 | 0 | 0 |
| Transfer from level 3 | 0 | -11,778 |
| Net value at the end of the period | 8,729,150 | 9,881,560 |
| in thousand EUR | ||
|---|---|---|
| 30/06/2022 | 31/12/2021 | |
| Deposits (39) | 260,000 | 225,000 |
| Current financial investments | 240,914 | 521,786 |
| Other receivables | 10,589 | 2,829 |
| Deposits and other current financial assets | 511,503 | 749,615 |
Current financial assets are measured at fair value through profit and loss.
| in thousand EUR | ||
|---|---|---|
| 30/06/2022 | 31/12/2021 | |
| Bank and cash | 72,265 | 90,742 |
| Short-term investments | 0 | 50,000 |
| Cash and cash equivalents | 72,265 | 140,742 |
Cash and cash equivalents consist of bank balances, cash on hand and investments in money market instruments with a maximum term of three months.
| in thousand EUR | ||||
|---|---|---|---|---|
| SHARE CAPITAL | TREASURY SHARES | |||
| NUMBER OF SHARES |
AMOUNT | NUMBER OF SHARES |
AMOUNT OF CAPITAL HELD |
|
| Balances at 31/12/2020 | 34,250,000 | 79,735 | 611,528 | 1,424 |
| Changes during the year | 0 | 0 | 31,400 | 73 |
| Balances at 31/12/2021 | 34,250.000 | 79,735 | 642,928 | 1,497 |
| Changes during the period | 0 | 0 | 127.100 | 296 |
| Balances at 30/06/2022 | 34,250,000 | 79,735 | 770,028 | 1,793 |
(39) Deposits between three months and one year.
The subscribed and fully paid-up capital consists of ordinary shares without nominal value. The owners of ordinary shares are entitled to receive dividends and are entitled to one vote per share at the Company's general meetings of shareholders.
The gross dividend for the financial year 2021, paid in 2022, was EUR 3.128571 per share, i.e. a gross amount of EUR 107,154 thousand. The difference between this amount and the amount shown in the consolidated cash flow statement (EUR -104,881 thousand) corresponds to the dividend on treasury shares of EUR 2,268 thousand.
On 30 June 2022, Sofina SA held 770,028 own shares, compared to 642,928 own shares held on 31 December 2021. During the first half of 2022, 146,550 own shares were acquired, and 19,450 own shares were disposed of.
| in thousand EUR | ||
|---|---|---|
| 30/06/2022 | 31/12/2021 | |
| Bonds issued | 695,113 | 694,512 |
| Non-current financial debts | 695,113 | 694,512 |
The non-current financial debts result from a bond issuance of an amount of EUR 700,000 thousand, maturing in 2028. The bonds bear an annual interest rate of 1% payable annually on the coupon due date.
| in thousand EUR | ||
|---|---|---|
| 30/06/2022 | 31/12/2021 | |
| Bank loans | 0 | 0 |
| Debts to subsidiaries | 265 | 943 |
| Trade debts | 822 | 602 |
| Wage and social security debts | 3,694 | 25,033 |
| Current financial debts (40) | 5,439 | 2,112 |
| Other miscellaneous debts | 221 | 223 |
| Dividends relating to previous years | 879 | 874 |
| Miscellaneous taxes | 83 | 156 |
| Financial debts, trade and other current payables | 11,403 | 29,943 |
| in thousand EUR | ||
|---|---|---|
| 30/06/2022 | 31/12/2021 | |
| Receivables from subsidiaries | 875,671 | 796,320 |
| Debts to subsidiaries | -265 | -943 |
| Receivables from and debts to subsidiaries | 875,406 | 795,377 |
Since 1 st January 2021, Sofina SA has updated the method of remuneration of the loans granted to its subsidiaries. It has signed revolving credit facility agreements with several of its subsidiaries. The loans granted by Sofina SA to these subsidiaries bear interest at Euribor +3 months plus a margin. A commitment fee is also charged on the amount not borrowed. In addition to these revolving credit facilities with commitment, Sofina SA has signed other revolving credit facilities agreements, which correspond to all other creditor positions between Sofina and its subsidiaries. These bear interest at Euribor +3 months plus a margin. When the Euribor +3 months is negative, the remuneration corresponds to the applicable margin.
With regard to its debts (deposits made by subsidiaries), Sofina SA remunerates them at a deposit rate that is reviewed regularly.
(40) These are accrued interest related to the bonds.
| in thousand EUR | ||
|---|---|---|
| ST SEMESTER 2022 1 |
ST SEMESTER 2021 1 |
|
| Interest received on non-current assets | 1 | 0 |
| Interest received on receivables from subsidiaries (41) | 2,822 | 2,464 |
| Interest received on current assets | 9 | 253 |
| Interest paid on debts to subsidiaries | 0 | 0 |
| Interest accrued to banks | -230 | -10 |
| Interest paid on other debts (42) | -3,858 | 0 |
| Interest income and expenses | -1,256 | 2,707 |
Unrealised capital gains mainly come from our subsidiary Sofina US and from other investments active in the rental of refrigerated vehicles and healthcare.
Unrealised capital losses are mainly due to our subsidiary Sofina Capital, the decrease in the share price of Colruyt and other investments active in online education, healthcare, event industry and data management.
| in thousand EUR | ||
|---|---|---|
| 1 ST SEMESTER 2022 |
1 ST SEMESTER 2021 |
|
| Investments | ||
| Results due to sales | 20 | 10,077 |
| Realised capital gains | 20 | 10,077 |
| Realised capital losses | 0 | 0 |
| Results not due to sales | -1,315,111 | 1,587,354 |
| Unrealised capital gains | 72,785 | 1,645,871 |
| Unrealised capital losses | -1,387,896 | -58,517 |
| Total investments | -1,315,091 | 1,597,431 |
| Receivables | ||
| Results due to sales | 0 | 0 |
| Realised capital gains | 0 | 0 |
| Realised capital losses | 0 | 0 |
| Results not due to sales | 0 | 0 |
| Unrealised capital gains | 0 | 0 |
| Unrealised capital losses | 0 | 0 |
| Total receivables | 0 | 0 |
| Net result of the investment portfolio | -1,315,091 | 1,597,431 |
| in thousand EUR | ||
|---|---|---|
| 1 ST SEMESTER 2022 |
1 ST SEMESTER 2021 |
|
| Foreign exchange results | 300 | 672 |
| Results on other current assets | -8,363 | 155 |
| Other financial results | -8,063 | 827 |
(41) For details on interest rates, see point 3.7 above.
(42) These are accrued interest related to the bonds.
Services and other goods mainly comprise consultancy services received and remuneration of the Directors.
| in thousand EUR | ||||||
|---|---|---|---|---|---|---|
| 30/06/2022 | 31/12/2021 | |||||
| CURRENCY | EUR | CURRENCY | EUR | |||
| EUR | 126,779 | 83,143 | ||||
| Investment portfolio, | CAD | 237 | 177 | 329 | 228 | |
| uncalled committed amounts (43) |
USD | 1,462,941 | 1,408,435 | 1,014,168 | 895,434 | |
| GBP | 16,041 | 18,691 | 8,159 | 9,710 | ||
| 1,554,082 | 988,515 | |||||
| Obtained credit lines | 925,000 | 865,000 | ||||
| Used amount | 0 | 35,000 | ||||
| Unused amount | 925,000 | 830,000 | ||||
| Credit lines granted to the investment subsidiaries |
765,000 | 765,000 | ||||
| Used amount | 490,780 | 686,584 | ||||
| Unused amount | 274,220 | 78,416 |
| in thousand EUR | ||
|---|---|---|
| Assets and liabilities | 30/06/2022 | 31/12/2021 |
| Long-term receivables from non-consolidated related companies | 0 | 0 |
| Short-term receivables from non-consolidated related companies | 875,671 | 796,320 |
| Payables to non-consolidated related companies | -265 | -943 |
| Results from related party transactions | 1 ST SEMESTER 2022 |
1 ST SEMESTER 2021 |
| Dividends received from non-consolidated related companies | 0 | 9 |
| Dividends received from associated companies | 6,621 | 0 |
| Interest received from non-consolidated related companies | 2,822 | 2,464 |
| Interest paid to non-consolidated related companies | 0 | 0 |
| Services provided to non-consolidated related companies | 3,094 | 4,657 |
| Services received from non-consolidated related companies | -349 | -23 |
| 12,188 | 7,107 |
The receivables from and debts to non-consolidated related companies consist mainly of loans and deposits between Sofina and its subsidiaries. Their remuneration methods are detailed in point 3.8 above.
The services provided mainly include investment services and investment advisory services relating to investment opportunities and investments held by the service recipient.
The services received consist mainly of cash management services.
Sofina is the guarantor of the commitments of its non-consolidated related companies (i.e. its subsidiaries).
Events after the end of the financial mid-year are listed in the section Key events, which forms an integral part of the interim Management report.
(43) These amounts come mainly from subscriptions to investments of Sofina Private Funds for an amount of EUR 1,523 million (see point 2.6 of this Half-year financial report). These commitments are subscribed by Sofina SA or by its investment subsidiaries (seen in transparency).
| NAME AND HEADQUARTERS | CORPORATE RIGHTS HELD | CORPORATE RIGHTS HELD | |||
|---|---|---|---|---|---|
| LINK | NUMBER OF SHARES |
% OWNERSHIP AS AT 30/06/2022 |
NUMBER OF SHARES |
% OWNERSHIP AS AT 31/12/2021 |
|
| A. INVESTMENT SUBSIDIARIES - AT FAIR VALUE | |||||
| Sofina Ventures SA | |||||
| 29, rue de l'Industrie - 1040 Bruxelles Company number 0423 386 786 |
Indirect | 11,709 | 100 | 11,709 | 100 |
| Sofina Capital SA 12, rue Léon Laval - LU-3372 Leudelange |
Direct | 5,872,576 | 100 | 5,872,576 | 100 |
| Sofina Partners SA | |||||
| 12, rue Léon Laval - LU-3372 Leudelange | Indirect | 46,668,777 | 100 | 46,668,777 | 100 |
| Sofina Private Equity SA SICAR | |||||
| 12, rue Léon Laval - LU-3372 Leudelange | Indirect | 5,910,000 | 100 | 5,910,000 | 100 |
| Global Education Holding SA | |||||
| 12, rue Léon Laval - LU-3372 Leudelange | Indirect | 277,262 | 82.01 | 277,262 | 82.01 |
| Global Beauty Holding SA | |||||
| 12, rue Léon Laval - LU-3372 Leudelange | Indirect | 300,000 | 100 | 300,000 | 100 |
| Sofina US, LLC 160 Federal Street, 9th floor - MA 02110 Boston - USA |
Direct | 802,000 | 100 | 802,000 | 100 |
| Sofina Asia Private Ltd. | |||||
| 108 Amoy Street # 03-01 - SG-069928 Singapore |
Indirect | 375,000 | 100 | 375,000 | 100 |
| B. ASSOCIATED COMPANIES | |||||
| Sofindev III Lambroekstraat, 5D - 1831 Machelen Company number 0885 543 088 |
Indirect | 54,790 | 27.40 | 54,790 | 27.40 |
| Groupe Petit Forestier | |||||
| 11, route de Tremblay - 93420 Villepinte - France |
Direct | 1,244,172 | 43.39 | 1,244,172 | 43.16 |
| Hillebrand Group 6, Carl -Zeiss-Straße - 55129 Mainz Hechtsheim - Germany |
Indirect | 0 | 0.00 | 998,595 | 20.91 |
| Biotech Dental | |||||
| 305, Allées de Craponne - 13300 Salon- de-Provence - France |
Direct | 6,154,900 | 24.75 | 6,154,900 | 24.75 |
| Cambridge Associates | Indirect | 24,242 | 22.79 | 24,242 | 22.19 |
| 125 High Street - MA 02110 Boston - USA | |||||
| Drylock Technologies Spinnerijstraat 12- 9240 Zele Company number 0479 766 057 |
Direct | 150,000,000 | 25.64 | 150,000,000 | 25.64 |
| Polygone | |||||
| 59, Quai Rambaud - 69002 Lyon - France |
Direct | 221,076 | 20.96 | 221,076 | 20.96 |
| Nuxe International | |||||
| 3, rue du Colonel Moll - 75017 Paris - France |
Indirect | 193,261,167 | 49.00 | 193,261,167 | 49.00 |
Considering Sofina's compliance with the conditions set forth in Article 70 of the Luxembourg law of 19 December 2002, Luxembourg subsidiaries (except Sofina Private Equity SA SICAR) may be exempted from certain provisions relating to the publication of their statutory annual accounts.
The following new standards and interpretations became effective in 2022:
- Amendments to IAS 16 Property, plant and equipment: proceeds before intended use (applicable for annual periods beginning on or after 1st January 2022);
- Amendment to IFRS 16 Leases: Covid-19 related rent concessions beyond 30 June 2021 (applicable for annual periods beginning on or after 1st April 2020;
- Amendments to IFRS 3 Business combinations: reference to the conceptual framework (applicable for annual periods beginning on or after 1st January 2022);
- Annual improvements 2018-2020 to IFRS (applicable for annual periods beginning on or after 1 st January 2022); and
- Amendments to IAS 37 Provisions, contingent liabilities and contingent assets: onerous contracts cost of fulfilling a contract (applicable for annual periods beginning on or after 1st January 2022).
The application of these standards and interpretations does however not have any material impact on the financial statements of Sofina.
Sofina has not anticipated the application of the new and amended standards and interpretations not yet applicable for the annual period beginning on or after 1st January 2022:
- IFRS 17 Insurance contracts (applicable for annual periods beginning on or after 1st January 2023, but not yet adopted at European level);
- Amendments to IFRS 17 Insurance contracts: initial application of IFRS 17 and IFRS 9 comparative information (applicable for annual periods beginning on or after 1st January 2023, but not yet adopted at the European level);
- Amendments to IAS 1 Presentation of financial statements: classification of liabilities as current or noncurrent (applicable for accounting years beginning on or after 1st January 2023, but not yet adopted at the European level);
- Amendments to IAS 1 Presentation of financial statements and to the statement of Practice in IFRS 2: disclosure of accounting policies (effective for annual periods beginning on or after 1st January 2023, but not yet adopted at the European level);
- Amendments to IAS 8 accounting policies, changes in accounting estimates and errors: definition of accounting estimates (effective for annual periods beginning on or after 1st January 2023, but not yet adopted at the European level); and
- Amendments to IAS 12 Income taxes: deferred taxes on assets and liabilities arising from the same transaction (applicable for accounting years beginning on or after 1st January 2023, but not yet adopted at the European level).
The future application of these new standards and interpretations is not expected to have a significant impact on the consolidated financial statements.
Basis of evaluation
The IFRS consolidated financial statements are prepared on the basis of fair value through profit and loss except for trade and employee receivables and debts, which are measured at amortised cost.
In order to reflect the significance of the data used in fair value measurements, the Sofina group classifies these measurements into a hierarchy consisting of the following levels:
- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
- Level 2: data other than quoted prices included in level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices);
- Level 3: data for the asset or liability that are not based on observable market data (unobservable data).
Consolidation principles
In accordance with its status as an Investment Entity, Sofina does not consolidate its subsidiaries and does not apply IFRS 3 when it acquires control of another entity.
An exception to this treatment is made for subsidiaries that only provide services related to Sofina's investment activities. These subsidiaries are fully consolidated.
Investments in other subsidiaries, which do not exclusively provide services related to Sofina's investment activities, are also measured at fair value through profit and loss in accordance with IFRS 9.
Investments in which Sofina exercises significant influence are also measured at fair value through profit and loss in accordance with IAS 28, §18 and IFRS 9.
The list of subsidiaries and associated companies is presented above under point 3.16. This list does not include companies in which Sofina holds more than 20% of the capital without exercising significant influence, because, for example, it has neither representation mandate at the board of directors nor veto rights (other than the usual protective rights, for reorganisations, capital increases, etc.).
Transactions in foreign currencies
Transactions in foreign currencies are accounted for at the exchange rate prevailing at the date of the transaction.
The impact of foreign exchange is recognised in the income statement under Other financial income and expenses.
Monetary assets and liabilities denominated in foreign currencies are translated at closing rates. Exchange differences arising from these transactions, as well as exchange differences arising from the translation of monetary assets and liabilities denominated in foreign currencies, are recognised in the income statement. Nonmonetary assets and liabilities denominated in foreign currencies are translated at the exchange rate prevailing on the transaction date.
The financial statements of foreign companies included in the consolidation are translated into euro at the closing rate for balance sheet accounts and at the average exchange rate for the year for income statement accounts. The difference resulting from the use of these two different rates is recorded in the consolidated balance sheet under Reserves.
| 30/06/2022 | 31/12/2021 | |
|---|---|---|
| Closing rate | ||
| USD | 1.0387 | 1.1326 |
| GBP | 0.8582 | 0.8403 |
| CHF | 0.9960 | 1.0331 |
| SGD | 1.4483 | 1.5279 |
| CAD | 1.3425 | 1.4393 |
| INR | 82.1130 | 84.2292 |
| 1 ST SEMESTER 2022 |
1 ST SEMESTER 2021 |
|
| Average rate | ||
| SGD | n/a | 1.6023 |
Main foreign exchange rates
(In)tangible fixed assets
(In)tangible fixed assets are recorded on the assets side of the balance sheet at their acquisition or production cost, less accumulated depreciation and any impairment losses. (In)tangible fixed assets are depreciated over their estimated useful life using the straight-line method.
- Buildings: 30 years
- Equipment and furniture: 3 to 10 years
- Rolling stock: 5 years
- Licenses: 5 years
Investments and receivables
Investments at fair value are recorded at the transaction date and are measured at fair value.
Equity investments at fair value consist of securities that are acquired with the aim of obtaining returns in the form of capital gains and/or investment income. They are measured at fair value at each balance sheet date. Unrealised gains and losses are recognised directly in the income statement. In the event of disposal, the difference between the net sale proceeds and the carrying amount is charged or credited to the income statement.
Deposits and other current financial assets
Trade receivables are measured at amortised cost. IFRS 9 requires the recognition of credit losses on all debt instruments, loans and trade receivables on the basis of their useful life. This impairment model under IFRS 9 is based on the anticipation of losses and does not have a significant impact on the measurement of impairment of financial assets.
Deposits are designated at fair value through the income statement.
Receivables from subsidiaries are designated at fair value through the income statement.
Cash and cash equivalents comprise cash and term deposits with a maturity of less than three months.
Treasury shares
Purchases and sales of treasury shares are deducted from and added to equity respectively. Changes during the period are explained in the statement of changes in equity. No result is recorded on these changes.
Employee benefits
The Sofina group's employees benefit from "defined benefit", "defined contribution" and "cash balance" pension plans. These pension plans are financed by contributions from Sofina group companies and subsidiaries employing staff and by contributions from the staff.
For pension plans, the cost of pension obligations is determined using the "Projected Unit Credit" actuarial method for "defined benefit" plan and "Traditional Unit Credit" method for "defined contribution" and "cash balance" plans in accordance with the principles of IAS 19. A calculation is made of the present value of the promised benefits. This calculated present value is then compared with the existing funding and generates, if necessary, an accounting provision. The costs established by the actuaries are themselves compared with the premiums or contributions paid by the employer to the funding organisation and generate, if necessary, an additional expense in the consolidated income statement.
The amount recognised in the balance sheet corresponds to the present value of the pension obligations less the fair value of pension plan assets, in accordance with the principles of IAS 19. Actuarial differences, differences between the actual return on assets and the normative return on assets, as well as the effect of the asset ceiling (excluding the interest effect) are recognised in full in equity, without subsequent reclassification to the income statement.
Incentive plans granted are accounted for in accordance with IFRS 2. Under this standard, the fair value of the options at the grant date is recognised in the income statement over the vesting period. Options are valued using a generally accepted valuation model based on market conditions prevailing at the time of grant.
Financial liabilities
Derivative financial instruments are initially recorded at fair value and revalued at each balance sheet date. Changes in fair value are recognised in the income statement.
Trade payables, loans and bank overdrafts are initially measured at fair value less transaction costs directly attributable to their acquisition or issue and subsequently measured at amortised cost.
Debts to subsidiaries are designated at fair value through the income statement.
IFRS 16 - Leases: when a lease is entered into (if it is not a short-term lease or concerns a low-value asset), a liability is recognised for the related commitment, valued at amortised cost, and the related asset is recognised as property, plant and equipment.
Provisions
A provision is recognised when a legal or constructive obligation exists at the balance sheet date as a result of a past event and it is probable that an outflow of resources will be required to settle the obligation, the amount of which can be reliably estimated.
Taxes
Taxes include income taxes and deferred taxes. Deferred taxes are recognised in the income statement except when they relate to items that have been recognised directly in equity, in which case they are also recognised directly in this item.
Income taxes consist of taxes payable on taxable income for the year, together with any adjustments relating to previous years.
Deferred taxes consist of income taxes payable or recoverable in future years in respect of temporary differences between the carrying amount of assets and liabilities and their tax base and in respect of unused tax loss carry forwards.
Deferred tax is not recognised on temporary differences arising from goodwill that is not deductible for tax purposes, from the initial recognition of assets or liabilities in a transaction that is not a business combination and affects neither accounting nor taxable profit at the time of the transaction, or from investments in subsidiaries, provided it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred taxes on unused tax losses are recognised only to the extent that taxable profits are likely to be realised, thereby enabling the losses to be utilised.
Taxes are calculated at the tax rates that have been enacted.
Income and expenses
Income and expenses are recognised as follows:
- Dividends and other income are recognised in the income statement at the date of allocation;
- Interest income is recognised when earned;
- Interest expense is recorded as incurred;
- Gains and losses on non-current assets and gains and losses on current assets are recognised at the date of the transaction that generated them;
- Other income and expenses are recognised at the time of the transaction;
- Sofina SA provides investment management services to non-consolidated subsidiaries. Each resulting service obligation is covered by a service contract and the related revenue is recognised as the service obligation is fulfilled (over the term of the contract). Services provided by non-consolidated subsidiaries to Sofina SA are treated in the same way;
- Income and capital gains of non-consolidated foreign investments are recognised net of foreign taxes.
Significant accounting judgments and sources of uncertainty in accounting estimates
The main accounting estimates relate to the valuation of the investment portfolio: the significant assumptions and judgments are discussed in the notes on the fair value of the portfolio under point 2.4 above.
The significant judgments made by Sofina in determining its status as an Investment Entity relate to the assessment of the existence of a divestment strategy on portfolio investments, as well as the assessment of this divestment strategy on investments held by subsidiaries rather than on direct investments in these subsidiaries.
The current health and economic crisis caused by the Covid-19 pandemic increases the uncertainty of the future performance of the investments of Sofina. These uncertainties in the performance of our investments lead to a higher degree of subjectivity in the determination of the fair values of level 3 in the IFRS 13 hierarchy (see point 2.3 and 3.10 above).
Statutory auditor's report to the board of directors of Sofina SA on the review of the interim condensed consolidated financial statements as at 30 June 2022 and for the six-month period then ended
Introduction
We have reviewed the accompanying consolidated balance sheet of Sofina SA as at 30 June 2022, the consolidated income statement, statement of comprehensive income, changes in consolidated shareholders' equity and consolidated cash flow statement for the six-month period then ended, and notes ("the interim condensed consolidated financial statements"). The board of directors is responsible for the preparation and presentation of this condensed consolidated interim financial information in accordance with IAS 34, "Interim Financial Reporting" as adopted by the European Union. Our responsibility is to express a conclusion on this condensed consolidated interim financial information based on our review.
Scope of Review
We conducted our review in accordance with the International Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed consolidated financial statements as at 30 June 2022 and for the six-month period then ended is not prepared, in all material respects, in accordance with IAS 34, "Interim Financial Reporting" as adopted by the European Union.
Brussels, 6 September 2022
EY Réviseurs d'Entreprises SRL Statutory auditor represented by
Jean-François Hubin * Partner * Acting on behalf of a SRL
23JFH0021
• Average annual return: Average annual growth rate calculated on the basis of the change in equity per share (NAVPS) during the reporting period from 1st July to 30 June, taking into account the gross dividend(s) per share of Sofina. It is expressed on an annualised basis. As an example, the average annual return over one year is calculated as follows and is based on the "XIRR" formula in Excel:
| Period | NAVPS (T-1) |
Gross dividend paid (in EUR) |
NAVP S (T) |
Performance (In %) |
|---|---|---|---|---|
| 2022 | 308.72 | 3.13 | 294.95 | -3.5% |
It should be noted that the comparison of Sofina's average annual return to a benchmark index is made on the basis of identical periods. Since 2016, the Company measures its performance over the long term by comparing the evolution of its equity per share to a benchmark, the MSCI ACWI Net Total Return EUR Index. Sofina's NAVPS is used instead of its share price in order to better reflect management performance and to better align with LTIP concepts.
- Cash – Non-cash: Defines whether a portfolio transaction generated a cash inflow or outflow (Cash) or not (Non-cash).
- Company: Sofina SA.
- ESG: Refers to Environmental, Social and Governance factors, as set out in Sofina's Responsible Investment Policy Responsible Investment Policy of Sofina.
- General Meeting of Shareholders: General meeting of shareholders fixed by the articles of association.
- General Partners: Specialised teams managing investment funds in non-quoted companies, focusing on venture and growth capital funds.
- Gross cash: Net cash plus financial debts, in transparency.
- Investment Entity: Status adopted by Sofina SA since 1st January 2018 in application of IFRS 10, §27, which provides that a company, as long as it meets the definition of an Investment Entity, does not consolidate its subsidiaries (except for subsidiaries exclusively providing services related to investment activities). Direct subsidiaries are recorded at fair value in the consolidated financial statements, including the fair value of their equity investments and other
assets and liabilities (mainly intra-group debts and receivables).
The direct subsidiaries of Sofina SA are stated at fair value through profit and loss in accordance with IFRS 9.
As required by IFRS 10, §B101, Sofina applied this accounting treatment as of 1st January 2018, when it met all the criteria of an Investment Entity. Indeed, Sofina has determined that it is an Investment Entity within the meaning of IFRS 10 because it meets the three criteria set by the standard. In fact, Sofina:
- − uses the funds of its investors (who are shareholders of the quoted company) to provide them with investment management services;
- − makes investments with the aim of obtaining returns in the form of capital gains and/or investment income;
- − monitors the performance of its investments by measuring them at fair value.
In addition, Sofina has all the typical characteristics of an Investment Entity as defined by IFRS 10:
- − it has more than one investment;
- − it has more than one investor;
- − it has investors who are not related parties;
- − it has ownership rights in the form of equity securities or similar interests.
As mentioned above, Sofina SA does not consolidate its subsidiaries (IFRS 10, §27).
- Loan-to-value (%): Ratio between (i) Net debt (or if negative, corresponds to Net cash) and (ii) the total value of the portfolio in transparency.
- LTIP: Long-term incentive plan organised within Sofina.
- MSCI ACWI Net Total Return EUR Index ("MSCI ACWI"): Ticker used by Bloomberg (NDEEWNR Index). This index is the benchmark used by Sofina. This benchmark is considered the most appropriate because of (i) Sofina's global investment strategy (which called for a reference to a World Index ("WI") for developed markets) and (ii) the Sofina group's investments in Asia and the rest of the world (which justified the choice of the All Countries ("AC") index for emerging markets). The Company's essentially European shareholder base and its listing on Euronext Brussels finally guided the choice of the euro-denominated index.
- Net Asset Value ("NAV"): Net assets or shareholder's equity. NAV per share ("NAVPS") corresponds to the net assets per share or equity per share (calculation based on the number of outstanding shares at the end of the period). As a reminder, since 1st January 2018, Sofina has
adopted the status of Investment Entity according to IFRS 10. Since then, its equity, or NAV in the context of this Half-year financial report, corresponds to the fair value of its investments as well as of its direct subsidiaries and their investments and other assets and liabilities.
- Net cash (or Net debt if negative): Sum, in transparency, of "Cash and cash equivalents", "Deposits" and "Cash investments", less "Financial debts" of current and non-current liabilities. "Receivables from subsidiaries" and "Debts to subsidiaries" are not included in Net cash. The term is used in the key management information (see point 2.1. of the Notes to the interim condensed consolidated financial statements).
- Non-quoted: Level 3 investments as per the fair value hierarchy defined in point 2.3 of the Notes to the interim condensed consolidated financial statements.
- Other assets and liabilities: Sum of "Deferred taxes" (on the assets side), "Other current financial assets", "Receivables from subsidiaries", "Other current debtors" and "Taxes" (on the assets side), less "Non-current provisions", "Other current liabilities" and "Other current assets" "Non-current provisions", "Non-current financial liabilities", "Deferred taxes" (on the liabilities side), "Amounts owed to subsidiaries", "Current trade and other payables" and "Taxes" (on the liabilities side). These are not shown as separate lines in the internal information used for the management
of the Sofina group and have therefore been grouped together to reflect this information (see point 2.1. of the Notes to the interim condensed consolidated financial statements).
- Portfolio in transparency: Sofina SA manages its portfolio on the basis of the total investments held either directly or through investment subsidiaries. In preparing the financial statements as an Investment Entity, the fair value of its direct investments (in portfolio investments or in investment subsidiaries) is capitalised. In contrast, segment management information (based on internal reporting) is prepared on the entire portfolio in transparency (i.e. on all portfolio investments whether held by Sofina SA directly or indirectly through its investment subsidiaries), and thus on the basis of the total fair value of each investment ultimately held. The presentation of dividends or cash follows the same logic.
- Quoted: Level 1 and 2 investments as per the fair value hierarchy defined in point 2.3 of the Notes to the interim condensed consolidated financial statements.
- Shareholders' equity: Net Asset Value (as defined herein).
- Sofina Direct: Denomination gathering Longterm minority investments and Sofina Growth as a result of some of their similar features, as opposed to Sofina Private Funds.
RESPONSIBLE PERSON FOR THE DOCUMENT
Harold Boël
Chief Executive Officer
DECLARATION OF THE RESPONSIBLE PERSON ON THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND THE INTERIM MANAGEMENT REPORT
Harold Boël, Chief Executive Officer, certifies in the name and on behalf of the Board of Directors that, to his knowledge:
- the interim condensed consolidated financial statements, prepared in accordance with applicable accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company;
- the interim Management report (composed of the sections Highlights, Key figures, Key events and ESG) contains a fair presentation of the information that should be included therein.
STATUTORY AUDITOR
EY Réviseurs d'Entreprises SRL Represented by Jean-François Hubin(1) End of the mandate: May 2023
(1) Acting in the name of a limited liability company SRL/BV.