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Tamburi Investment Partners

Quarterly Report May 17, 2019

4242_rns_2019-05-17_b06e825e-5ca7-489a-bedd-303da09f175b.pdf

Quarterly Report

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Additional periodic disclosure at March 31, 2019 Tamburi Investment Partners Group

(translation from the Italian original which remains the definitive version)

CONTENTS

Corporate Boards 3
Interim Directors' Report 4
Quarterly consolidated financial report
Financial Statements

Consolidated Income Statement

Consolidated comprehensive income statement

Consolidated statement of financial position

Statement of changes in consolidated equity
9
Notes to the quarterly consolidated financial report at March 31, 2019 13
Attachments

Declaration of the Executive Officer for Financial Reporting

Changes in investments measured at FVOCI

Changes in associated companies measured under the equity method
25

Corporate Boards

Board of Directors of Tamburi Investment Partners S.p.A.

Cesare d'Amico Vice Chairman Alberto Capponi (1)(2) Independent Director* Giuseppe Ferrero (1) Independent Director * Manuela Mezzetti (1)(2) Independent Director * Daniela Palestra (2) Independent Director * Paul Simon Schapira Independent Director *

Giovanni Tamburi Chairman and Chief Executive Officer Alessandra Gritti Vice Chairman and Chief Executive Officer Claudio Berretti Executive Director & General Manager

Board of Statutory Auditors

Myriam Amato Chairperson
Fabio Pasquini Statutory Auditor
Alessandra Tronconi Statutory Auditor
Andrea Mariani Alternate Auditor
Massimiliano Alberto Tonarini Alternate Auditor

Independent Audit Firm

PricewaterhouseCoopers S.p.A.

(1) Member of the appointments and remuneration committee

(2) Member of the control and risks and related parties committee

* In accordance with the Self-Governance Code

Quarterly Interim Directors' Report of the Tamburi Investment Partners Group at March 31, 2019

TIP reports a pro-forma pre-tax profit of Euro 22.5 million for the first quarter of 2019, compared to Euro 27.3 million for the first quarter of 2018, with equity of approximately Euro 730.9 million, compared to approximately Euro 666.4 million at December 31, 2018.

As previously, for comparable presentation to shareholders of period results and a better reflection of the effective results of the period, the first quarter 2019 pro-forma income statement applying the same accounting standards for financial assets and liabilities in place at December 31, 2017 (IAS 39) is presented below. The Directors' Report therefore comments upon the pro-forma figures, while the Notes provide disclosure upon the figures calculated as per IFRS 9.

IFRS 9 Reclassification to
income statement of
Reversal of
convertible fair value
PRO FORMA PRO FORMA
Consolidated income statement 31/3/2019 capital gain realised adjustments 31/3/2019 31/3/2018
(in Euro)
Total revenues 4,375,997 4,375,997 974,247
Purchases, service and other costs (477,298) (477,298) (475,050)
Personnel expenses (5,068,141) (5,068,141) (5,142,212)
Amortisation, depreciation & write-downs (86,507) (86,507) (15,866)
Operating profit/(loss) (1,255,949) 0 0 (1,255,949) (4,658,881)
Financial income 899,605 13,030,719 (78,359) 13,851,965 28,986,385
Financial charges (2,281,710) (2,281,710) (1,469,092)
Profit before adjustments to investments (2,638,054) 13,030,719 (78,359) 10,314,306 22,858,412
Share of profit/(loss) of associates measured
under the equity method 1,772,458 10,457,761 12,230,219 4,423,237
Adjustments to financial assets 0 0
Profit / (loss) before taxes (865,596) 23,488,480 (78,359) 22,544,525 27,281,649
Current and deferred taxes 498,278 (134,642) 363,636 53,522
Profit / (loss) of the period (367,318) 23,353,838 (78,359) 22,908,161 27,335,171
Profit/(loss) of the period attributable to
the shareholders of the parent
(846,758) 22,428,721 26,396,634
Profit/(loss) of the period attributable to
the minority interest
479,440 479,440 938,537

The IFRS 9 income statement does not include capital gains in the period on the sale of equity investments of Euro 23.5 million.

The pro-forma profit for the period is supported by the capital gains of approximately Euro 11.9 million realised on the divestments of the holdings in FCA and Nice and on other partial divestments, undertaken in order to source the liquidity to fund OVS transactions.

The share of the pro-forma profit of associated companies includes, for approximately Euro 10.5 million, the pro-quota capital gain from the sale of the direct investment in iGuzzini by the investee TIPO. On the closing of March 7, 2019, TIPO collected approximately Euro 45.1 million and received 1,781,739 Fagerhult shares; in the coming months TIPO will withdraw from Fimag, with the collection of a further Euro 23.7 million and the transfer of an additional 935,689 Fagerhult shares, achieving therefore an additional capital gain. On April 26, 2019, the Board of Directors of Fagerhult approved the execution of a capital increase. The subscription rights related to the capital increase were detached from the relative shares on May 3, 2019.

Among the other associated companies, IPGH contributed with a share of profit of approximately Euro 3.6 million, while Alpitour, indirectly owned through Asset Italia, negatively impacted for approximately Euro 2.5 million on the basis of normal business seasonality whereby profit is essentially generated in the second half of each business year.

Advisory activity revenues in the period exceeded Euro 4.3 million (approximately Euro 1 million in the first quarter of 2018), while operating costs were in line with the first quarter of 2018. As previously, the executive directors' fees are linked to the company's performance and were calculated, as approved, on pro-forma figures according to the accounting standards adopted until the end of 2017.

On March 11, 2019 TIP acquired the entire equity investment held by Gruppo Coin S.p.A. (a company indirectly controlled by BC Partners funds and in which interests were held by the management of OVS S.p.A.) in OVS, amounting to 40,485,898 shares accounting for 17.835% of the share capital for the price of Euro 1.85 per share and a total price of Euro 74,898,911.30. As a result of this acquisition, TIP, which had previously held an interest of approximately 4.912%, increased its total investment to 22.747%, with a total pay-out of Euro 91.6 million. The reclassification of the investment to associated companies resulted in the recording of the increase in the fair value recognised on the portion of the investment previously held until the acquisition date in a similar manner to that which would be applied for the holding's divestment. Therefore, the cumulative fair value increase of approximately Euro 1.1 million, recognised to the OCI reserve, has been booked to the pro-forma income statement according to IAS 39 and reclassified as retained earnings under equity as per IFRS 9; the investment previously classified to "Investments measured at FVOCI" was reversed and was recognised to "associated companies measured under the equity method".

In March 2019, Talent Garden completed a capital increase of Euro 23 million, in which TIP participated in the amount of Euro 5 million through StarTIP, confirming its main investor role. As a result of the transaction, the interest in Talent Garden held directly by StartTIP came to 5.87%, whereas the total implicit interest held, considering also the indirect holdings, including the interest held by Heroes and the interest held by Digital Magics, amounted to approximately 20%.

Treasury share purchases continued in 2019 for approximately Euro 1.8 million.

Consolidated equity increased by approximately Euro 64.5 million, compared to Euro 666.4 million as at December 31, 2018, following a buyback of treasury shares of approximately Euro 1.8 million, mainly due to the value recoveries of the investments measured at fair value and partly, as previously reported, thanks to capital gains realised on divestments.

The TIP Group consolidated net debt – also taking into account the TIP 2014-2020 bond – but without considering the non-current financial assets, considered by management as liquidity available in the short-term – at March 31, 2019 was approximately Euro 189.7 million, compared to approximately Euro 140.5 million at December 31, 2018. During the quarter, bonds were divested from, with a view to OVS investments.

The results for the first quarter already announced by the main investees Amplifon, Ferrari, Interpump, Moncler and Prysmian confirmed the good performance expected for 2019. The other direct and indirect investees are also performing well.

Amplifon, thanks to good organic growth and the contribution from the GAES consolidation, reported in the first quarter of 2019 consolidated revenues of Euro 392 million, up 25.4% on the same period of 2018 and with a further network expansion of 49 new DOS, including stores and shop-in-shops. EBITDA amounted to Euro 54.9 million, increasing 27% and benefitting from the excellent performance of GAES.

Ferrari again achieved growth compared to the first quarter of 2018, continuing a series of record results, with shipments and revenues growing by 22.7% and 13.1% respectively and an adjusted EBIT of Euro 232 million, up 10.5%.

Interpump in the quarter reported consolidated revenues of approximately Euro 343.6 million, up 10% on the first quarter of 2018, with an EBITDA of approximately Euro 78.6 million, growth of 13%.

Moncler in the first quarter of 2019 reported consolidated revenues of Euro 378.5 million, an increase of 14% on Euro 332 million in the first quarter of 2018. Revenues grew by over 10% and across nearly all geographic areas.

OVS's fiscal year-end is January 31. The financial statements 2018/19 show a market share expanding to approximately 8%, with substantially stable revenues of approximately Euro 1.4 billion and an EBITDA of over Euro 144 million - reducing on the previous year having absorbed the effects of non-recurring events regarding the interruption of trading relationships with Sempione Fashion, in addition to inventory write-downs.

Prysmian closed the first quarter of 2019 with revenues of Euro 2,771 million, growing 1.9%, and an adjusted EBITDA of Euro 231 million (Euro 222 million net of the IFRS 16 adoption effects), up on Euro 198 million for the first quarter of 2018.

Hugo Boss continues its moderate growth with revenues of Euro 664 million in the first quarter of 2019, up 1% at like-for-like exchange rates with the same period of 2018 and adjusted EBITDA of Euro 83 million (excluding the IFRS 16 effect), decreasing 16% mainly due to the advance incursion of marketing and digital reorganisation costs. These costs are expected to have a positive impact on profitability, which is set overall to grow in 2019 over 2018, with an estimated increase in EBIT by company management of between 5 and 9% for the 2019 full year. In the coming days, the company will again distribute this year a very good dividend.

The TIP share performed strongly again in the first quarter of 2019, up 6.1% between December 31, 2018 and May 10, 2019, with the TIP Warrant 2015-2020 rising 28.5%.

The usual five-year TIP share chart (at May 10, 2019) highlights a very strong performance of the TIP share, improving +129.5%; the total return for TIP shareholders over the five years was 148.8% (annual average of 29.8%).

TIP workings on data collected on 10/5/2019 at 18.03 source Bloomberg

RELATED PARTY TRANSACTIONS

The related party transactions are detailed in note 22.

SUBSEQUENT EVENTS

In April, the investment in Buzzoole was increased slightly by StarTIP and in May the candidates for the Board of Directors of OVS were filed.

OUTLOOK

Given the nature of the activities of TIP, it is not easy to forecast the performance for the current year. Repeating the results achieved by the TIP Group for the first quarter of 2019 clearly related also to divestments - will depend partly on market performances and opportunities which will arise in the future.

TREASURY SHARES

At March 31, 2019, treasury shares in portfolio totalled 6,256,431, equal to 3.805% of the

share capital. The number of treasury shares in portfolio at the current date is unchanged.

For the Board of Directors The Chairman Giovanni Tamburi

Milan, May 14, 2019

Consolidated Income Statement
Tamburi Investment Partners Group (1)
(in Euro) Three months
period ended
March 31, 2019
Three months
period ended
March 31, 2018
Note
Revenue from sales and services 4,338,785 960,018 4
Other revenue 37,212 14,229
Total revenues 4,375,997 974,247
Purchases, service and other costs (477,298) (475,050) 5
Personnel expense (5,068,141) (5,142,212) 6
Amortisation, depreciation, and write-downs (86,507) (15,866)
Operating profit / (loss) (1,255,949) (4,658,881)
Financial income 899,605 3,574,245 7
Financial charges (2,281,710) (1,469,092) 7
Profit / (loss) before adjustments to investments (2,638,054) (2,553,728)
Share of profit of associated companies measured
under the equity method 1,772,458 4,423,237 8
Profit/(loss) before taxes (865,596) 1,869,509
Current and deferred taxes 498,278 53,522
Profit/(loss) (367,318) 1,923,031
Profit / (loss) attributable to the shareholders of
the parent
(846,758) 984,494
Profit / (loss) attributable to minority interests 479,440 938,537
Basic earnings per share (0.01) 0.01 18
Diluted earnings per share (0.01) 0.01 18
Number of shares in circulation 158,185,236 156,645,216

(1) The three months 2019 income statement has been prepared in accordance with IFRS 9 and therefore does not include capital gains in the period on the sale of equity investments of Euro 23.5 million. The Directors' Report (page 4) presents the pro-forma income statement at like-for-like accounting standards related to financial assets and liabilities (IAS 39) adopted at December 31, 2017 reporting a profit of Euro 22.9 million.

Consolidated comprehensive income statement Tamburi Investment Partners Group

(in Euro) Three months
period ended
March 31, 2019
Three months
period ended
March 31, 2018
Note
Profit/(loss) (367,318) 1,923,031
Other comprehensive income items
Income through P&L
Increase/(decrease) in associated
companies measured under the equity
method
941,668 (35,018) 17
Unrealised profit/(loss) 953,105 (35,018)
Tax effect (11,437) 0
Increases/(decreases) in the value of
current financial assets measured at
FVOCI 1,624,365 (141,996)
Unrealised profit/(loss) 1,624,365 (167,923)
Tax effect 0 25,927
Income not through P&L 17
Increase/(decrease) in investments
measured at FVOCI
60,197,279 36,559,798
Profit 60,763,518 36,718,776
Tax effect (566,239) (158,978)
Increase/(decrease) in associated
companies measured under the equity
method 4,232,944 (4,252,643)
Profit/(loss) 4,284,356 (4,304,295)
Tax effect (51,412) 51,652
Other components 0 (668,340)
Total other comprehensive income items 66,996,256 31,461,801
Total comprehensive income 66,628,938 33,384,832
Comprehensive income attributable to the
shareholders of the parent 66,161,619 32,446,295
Comprehensive income attributable to
minority interests
467,319 938,537
(in Euro) March 31, 2019 December 31, 2018 Note
Non-current assets
Property, plant and equipment 92,031 96,676
Usage rights 1,397,490 0
Goodwill 9,806,574 9,806,574
Other intangible assets 15,920 125
Associated companies measured under the equity
method 504,215,379 404,814,751 9
Investments measured at FVOCI 388,281,866 377,632,277 10
Financial receivables measured at amortised cost 6,948,884 6,866,167 11
Financial assets measured at FVTPL 20,888,785 20,395,297 12
Tax assets 426,417 426,449
Deferred tax assets 0 0
Total non-current assets 932,073,347 820,038,316
Current assets
Trade receivables 580,845 4,916,106
Current financial receivables measured at
amortised cost 7,890,248 9,519,333 13
Derivative instruments 3,900 9,000
Current financial assets measured at FVOCI 0 45,227,977 14
Cash and cash equivalents 504,409 1,812,728 15
Tax assets 543,519 567,819
Other current assets 358,500 352,346
Total current assets 9,881,421 62,405,309
Total assets 941,954,768 882,443,625
Equity
Share capital 85,509,667 85,509,667 16
Reserves 335,253,175 288,641,136 17
Retained earnings 276,662,153 231,264,083
Result of the parent (846,758) 27,004,846 18
Total equity attributable to the shareholders
of the parent 696,578,236 632,419,732
Equity attributable to minority interests 34,314,678 33,932,034
Total Equity 730,892,914 666,351,766
Non-current liabilities
Post-employment benefits 313,044 306,489 19
Financial payables 99,638,248 99,555,086 20
Financial liabilities for leasing 1,184,380 0
Deferred tax liabilities 679,665 676,633
Total non-current liabilities 101,815,337 100,538,208
Current liabilities
Trade payables 551,613 604,462
Current financial liabilities 97,022,471 97,538,156 21
Financial liabilities for leasing 292,545 0
Tax liabilities 6,040,159 579,175
Other liabilities 5,339,729 16,831,858
Total current liabilities 109,246,517 115,553,651
Total liabilities 211,061,854 216,091,859
Total equity and liabilities 941,954,768 882,443,625

Consolidated statement of financial position Tamburi Investment Partners Group

Statement of changes in Consolidated Equity

in Euro

Revaluation Other
Share Share Legal reserve without reversal FVOCI reserve FVOCI reserve
with reversal
Treasury
shares
reserves IFRS Merger Retained Result
for the period
Equity
shareholders
Net Equity
minorities
Result Equity
Capital premium reserve reserve
business
surplus earnings shareholders for period
minorities
reserve assets AFS Financial to profit and loss to profit and loss reserve combination of parent of parent
At January 1, 2018 consolidated 83,231,972 158,078,940 15,371,147 208,829,278 (11,991,347) (210,415) (483,655) 5,060,152 98,456,635 71,765,289 628,107,996 19,061,939 321,659 647,491,594
Adjustments for IFRS 9 adoption (208,829,278) 208,308,181 521,097 17,800 17,800 17,800
Equity adjusted after IFRS 9 adoption 83,231,972 158,078,940 15,371,147 0 208,308,181 521,097 (11,991,347) (210,415) (483,655) 5,060,152 98,474,435 71,765,289 628,125,796 19,061,939 321,659 647,509,394
Change in fair value of investments
measured at FVOCI 36,559,798 36,559,798 36,559,798
Change in associated companies measured under the equity method (4,252,643) (35,018) (668,340) (4,956,001) (4,956,001)
Change in fair value of current financial assets measured at FVOCI (141,996) (141,996) (141,996)
Employee benefits 0 0
Total other comprehensive income items 32,307,155 (177,014) (668,340) 31,461,801 0 31,461,801
Profit/(loss) first quarter 2018 984,494 984,494 938,537 1,923,031
Total comprehensive income 32,307,155 (177,014) (668,340) 984,494 32,446,295 938,537 33,384,832
Reversal of Fv reserve due to capital gain realised 71,765,289 (71,765,289) 0 321,659 (321,659) 0
Change in reserves of associated companies measure under equity method 0 0
Dividends distribution 0 0
Warrant exercise 0 0
Allocation profit 2017 0 0
Acquisition of treasury shares (4,233,435) (4,233,435) (4,233,435)
Sale of treasury shares (14,574) 67,801 (24,337) 28,890 28,890
At March 31, 2018 consolidated 83,231,972 158,064,366 15,371,147 0 240,615,336 344,083 (16,156,981) (903,092) (483,655) 5,060,152 170,239,724 984,494 656,367,546 19,383,598 938,537 676,689,681
Share Share Legal Revaluation FVOCI reserve FVOCI reserve Treasury Other IFRS Merger Retained Result Equity Net Equity Result Equity
Capital premium reserve reserve without reversal with reversal shares reserves reserve surplus earnings for the period shareholders minorities for period
reserve AFS Financial to profit and loss to profit and loss reserve business shareholders of parent minorities
assets combination of parent
At January 1, 2019 consolidated 85,509,667 175,716,503 16,646,394 0 127,203,259 (1,076,522) (31,111,031) (3,313,964) (483,655) 5,060,152 231,264,083 27,004,846 632,419,732 31,101,835 2,830,199 666,351,766
Change in fair value of investments
measured at FVOCI 60,197,279 60,197,279 60,197,279
Change in associated companies measured under the equity method 4,232,944 953,789 5,186,733 (12,121) 5,174,612
Change in fair value of current financial assets measured at FVOCI 1,624,365 1,624,365 1,624,365
Employee benefits 0 0
Total other comprehensive income items 64,430,223 2,578,154 0 67,008,377 (12,121) 66,996,256
Profit/(loss) first quarter 2019 (846,758) (846,758) 479,440 (367,318)
Total comprehensive income 64,430,223 2,578,154 0 (846,758) 66,161,619 (12,121) 479,440 66,628,938
Reversal of Fv reserve due to capital gain realised (18,393,224) 18,393,224 0 0
Change in reserves of associated companies measure under equity method (182,312) (182,312) (84,675) (266,987)
Dividends distribution 0 0 0
Warrant exercise 0 0
Allocation profit 2018 27,004,846 (27,004,846) 0 2,830,199 (2,830,199) 0
Acquisition of treasury shares (1,848,643) (1,848,643) (1,848,643)
Sale of treasury shares (26,324) 78,501 (24,337) 27,840 27,840
At March 31, 2019 consolidated 85,509,667 175,690,179 16,646,394 0 173,240,258 1,501,632 (32,881,173) (3,520,613) (483,655) 5,060,152 276,662,153 (846,758) 696,578,235 33,835,238 479,440 730,892,914

NOTES TO THE 2019 FIRST QUARTER CONSOLIDATED INTERIM REPORT

(1) Group activities

The TIP Group is an independent investment/merchant bank focused on Italian medium-sized companies, with a particular involvement in:

    1. investments: as an active shareholder in companies (listed and non-listed) capable of achieving "excellence" in their relative fields of expertise and, with regards to the StarTIP project, in start-ups and innovative companies;
    1. advisory: in corporate finance operations, in particular acquisitions and sales through the division Tamburi & Associati (T&A).

(2) Accounting standards

The parent company TIP was incorporated in Italy as a limited liability company and with registered office in Italy.

The company was listed in November 2005 and on December 20, 2010 Borsa Italiana S.p.A. assigned the STAR classification to TIP S.p.A. ordinary shares.

This quarterly consolidated financial report at March 31, 2019 was approved by the Board of Directors on May 14, 2019.

The report was prepared on a going concern basis.

The quarterly consolidated financial report comprises the income statement, the comprehensive income statement, the statement of financial position, the statement of changes in shareholders' equity and the explanatory notes, together with the Directors' Report. The financial statements were prepared in units of Euro, without decimal amounts.

The quarterly consolidated financial report at March 31, 2019, pursuant to Article 82 of the Issuers' Regulation was prepared in condensed format, as permitted, and therefore do not contain all the disclosures required for annual financial statements.

The accounting policies and methods utilised for the preparation of this quarterly consolidated financial report have changed from those utilised for the preparation of the consolidated financial statements for the year ended December 31, 2018, mainly due to application from January 1, 2019 of IFRS 16, as outlined in detail in the paragraph "new accounting standards".

The quarterly consolidated financial report at March 31, 2018 was not audited.

New accounting standards, amendments and interpretations applicable for periods beginning January 1, 2019

▪ IFRS 16 - "Leases": the standard replaces IAS 17, with the principal new issue concerning

the obligation of the company to recognise in the statement of financial position all rental contracts as assets and liabilities, taking account of the substance of the operation and the contract.

  • In June 2017, the IASB issued amendments to the interpretation IFRIC 23 relating to considerations on uncertainties on the treatment of income taxes. The document has the objective to provide clarifications on how to apply the recognition and measurement criteria within IAS 12 in the case of uncertainty on the treatment for the determination of income taxes.
  • In October 2017, the IASB issued the Amendment to IFRS 9 concerning some issues on the application and classification of IFRS 9 "Financial instruments" in relation to certain financial assets with the possibility of advance repayment. In addition, IASB clarified some aspects on the accounting of financial liabilities following some amendments.
  • In October 2017, the IASB issued the Amendment to IAS 28 which clarifies the application of IFRS 9 for long-term interests in subsidiaries or joint ventures included in investments in these entities for which the equity method is not applied.
  • In December 2017, the IASB published a series of annual amendments to IFRS 2015– 2017 applicable from January 1, 2019. The amendments concern:

IFRS 3 – Business Combinations, concerning the accounting treatment of the share previously held in the joint operation after obtaining control;

IFRS 11 – Joint Arrangements, concerning the accounting treatment of the share previously held in the joint operation after obtaining control;

IAS 12 – Income Tax, concerning the classification of tax effects related to the payment of dividends and

IAS 23 – Borrowing costs, concerning financial charges admissible for capitalisation.

▪ In February 2018, the IASB issued the Amendment to IAS 19 which clarifies the application of IFRS 9 for long-term interests in subsidiaries or joint ventures included in investments in these entities for which the equity method is not applied.

The application of the amendments to the existing accounting standards reported above do not have a significant impact on the Group consolidated financial statements. The IFRS 16 impacts are outlined below.

Adoption of the new accounting standard IFRS 16

As illustrated previously, the TIP Group adopted IFRS 16 for the preparation of the financial statements for periods which commence from January 1, 2019 and thereafter. This resulted in a change in the accounting policies and criteria used from those applied for the preparation of the financial statements at December 31, 2018.

In accordance with that required for the transition to IFRS 16, the company adopted the modified retrospective approach which does not require the reclassification of the comparative period. It also adopted the option to recognise usage right assets at a value equal to the initial recognition value of liabilities for leasing, calculated as the present value of the relative future payments discounted at the marginal debt rate. Therefore, the 2018 comparative figures have not been adjusted and there were no impacts on the January 1, 2019 opening balances.

The adoption of IFRS 16 from January 1, 2019 had a slight impact on the consolidated financial statements, with the recognition at January 1, 2019 of usage rights assets and liabilities for leasing of Euro 1,471,407, while in the quarter lease charges for the period were not recognised to the income statement, Euro 77,275, while the amortisation of the usage value of leasing contracts was recognised for Euro 73,916, in addition to the financial charges relating to the liabilities for leasing of Euro 5,518.

Consolidation scope

The consolidation scope includes the parent TIP - Tamburi Investment Partners S.p.A. and the companies over which it exercises direct or indirect control. An investor controls an entity in which an investment has been made when exposed to variable income streams or when possessing rights to such income streams based on the relationship with the entity, and at the same time has the capacity to affect such income steams through the exercise of its power. Subsidiaries are consolidated from the date control is effectively transferred to the Group, and cease to be consolidated from the date control is transferred outside the Group.

At March 31, 2019, the consolidation scope included the companies Clubdue S.r.l., StarTIP S.r.l. and TXR S.r.l..

Company Name Registere
d Office
Share capital Number of
shares
Number of shares
held
% held
Clubdue S.r.l. Milan 10,000 10,000 10,000 100%
StarTIP S.r.l. Milan 50,000 50,000 50,000 100%
TXR S.r.l. Milan 100,000 100,000 51,000 51.0%

The details of the subsidiaries were as follows:

Consolidation procedures

The consolidation of the subsidiaries is made on the basis of the respective financial statements of the subsidiaries, adjusted where necessary to ensure uniform accounting policies with the Parent Company.

All inter-company balances and transactions, including any unrealised gains deriving from transactions between Group companies are fully eliminated. Unrealised losses are eliminated except when they represent a permanent impairment in value.

(3) Presentation

The choices adopted by the Group relating to the presentation of the consolidated financial statements are illustrated below:

  • income statement and statement of comprehensive income: IAS requires alternatively classification based on the nature or destination of the items. The Group decided to present the accounts by nature of expenses;

  • statement of financial position: in accordance with IAS 1, the assets and liabilities should be classified as current or non-current or, alternatively, according to the liquidity order. The Group chose the classification criteria of current and non-current;

  • statement of changes in consolidated shareholders' equity, prepared in accordance with IAS 1.

(4) Segment disclosure

The company undertakes investment banking and merchant banking activities. Top management activity in the above-mentioned areas, both at marketing contact level and institutional initiatives and direct involvement in the various deals, is highly integrated. In addition, also in relation to execution activity, the activity is organised with the objective to render the "on-call" commitment more flexible of professional staff in advisory or equity activity.

In relation to this choice it is almost impossible to provide a clear representation of the separate financial economic impact of the different areas of activity, as the breakdown of the personnel costs of top management and other employees on the basis of a series of estimates related to parameters which could be subsequently superseded by the actual operational activities would result in an extremely high distortion of the level of profitability of the segments of activity.

In the present consolidated financial statements only details on the performance of the "revenues from sales and services" component is provided, related to the sole activity of advisory, excluding therefore the account "other revenues".

Euro Three months
period ended
March 31, 2019
Three months
period ended
March 31, 2018
Revenue from sales and services 4,338,785 960,018
Total 4,338,785 960,018

(5) Purchases, service and other costs

The account comprises:
Euro Three months Three months
period ended period ended
March 31, 2019 March 31, 2018
1. Services 433,133 287,220
2. Rent, leasing and similar costs 0 90,313
3. Other charges 44,165 97,517
Total 477,298 475,050

Service costs mainly relate to banking commissions on the sale of listed shares, professional and legal consultancy, general expenses and commercial expenses.

Following the application of IFRS 16, rent, leasing and similar costs no longer include property rental fees.

Other charges principally include non-deductible VAT.

(6) Personnel costs

These costs include "Salaries and wages" and "Director's fees" both in terms of the fixed and variable components matured in the period.

A pro-forma calculation was applied to the variable remuneration of the executive directors, as approved by the Board of Directors, according to the accounting standards in place until December 31, 2017.

The Chairman/CEO and Vice Chairman/CEO are not employees either of TIP or of Group companies.

(7) Financial income/(charges)

The account comprises:
Euro Three months Three months
period ended period ended
March 31, 2019 March 31, 2018
1. Investment income 0 1,930,746
2. Other income 899,605 1,634,499
Total financial income 899,605 3,574,245
3. Interest and other financial charges (2,281,710) (1,469,092)
Total financial charges (2,281,710) (1,469,092)
Net financial income 1,382,105 2,105,153

(7).1. Investment income

At March 31, 2018, the income from investments refer to the extraordinary dividends received by the company Furn Invest S.A. In 2019, TIP shall receive dividends from the investees during the second quarter of the year.

(7).2. Other income

These principally include interest matured on financial receivables and on securities, in addition to fair value changes to financial assets measured at FVTPL consisting of convertible bond loans.

(7).3. Interest and other financial charges

Euro Three months Three months
period ended period ended
March 31, 2019 March 31, 2018
Interest on bonds 1,254,394 1,244,776
Other 1,027,316 224,316
Total 2,281,710 1,469,092

"Interest on bonds" refers to the 2014-2020 TIP Bond of Euro 100 million calculated in accordance with the amortised cost method applying the effective interest rate.

The "Other" account includes bank interest on loans and other financial charges.

(8) Share of profit of associated companies measured under the equity method

The account concerns for approximately Euro 3.6 million the share of profit of the associated company IPGH, while Alpitour, indirectly owned through Asset Italia, negatively impacted for approximately Euro 2.5 million on the basis of normal business seasonality whereby profit is essentially generated in the second half of each business year. The share of the profit of TIPO does not include, in application of IFRS 9, the portion of approximately Euro 10.4 million of the capital gain realised on the sale of the investment in iGuzzini, which however resulted in the reclassification of approximately Euro 10.5 million to shareholders' equity from the FVOCI reserve without reversal to the income statement of retained earnings.

For further details, reference should be made to note 9 "Associated companies measured under the equity method" and attachment 2.

(9) Associated companies measured under the equity method

On March 11, 2019 TIP acquired the entire equity investment held by Gruppo Coin S.p.A. (a company indirectly controlled by BC Partners funds and in which interests were held by the management of OVS S.p.A.) in OVS, amounting to 40,485,898 shares accounting for 17.835% of the share capital for the price of Euro 1.85 per share and a total price of Euro 74,898,911.30. As a result of this acquisition, TIP, which had previously held an interest of approximately 4.912%, increased its total investment to 22.747%, with a total pay-out of Euro 91.6 million. The reclassification of the investment to associated companies resulted in the recording of the increase in the fair value recognised on the portion of the investment previously held until the acquisition date in a similar manner to that which would be applied for the holding's divestment. Therefore, having ascertained significant influence, the cumulative fair value increase of approximately Euro 1.1 million, recognised to the OCI reserve, has been recognised to retained earnings under equity as per IFRS 9; the investment previously classified to "Investments valued at FVOCI" was reversed and was recognised to "associated companies measured under the equity method" for an amount of Euro 92,660,939.

The other investments in associated companies concern:

  • for Euro 94,387,812 the company Asset Italia S.p.A., investment holding which gives shareholders the opportunity to choose for each proposal their individual investments. The equity and results relating to Asset Italia 1 S.r.l., vehicle company for the investment in Alpitour, refer for 99% to the tracking shares issued in favour of the shareholders which subscribed to the initiative and for 1% to Asset Italia, or rather to all the ordinary shares. TIP's share of the shares tracking the investment in Alpitour is equal to 35.81%. Similarly, the equity and results relating to Asset Italia 2 S.r.l., the vehicle company to which the investment in Ampliter was allocated, refer for 99% to the tracking shares issued in favour of the shareholders which subscribed to the initiative and for 1% to Asset Italia, or rather to all the ordinary shares. TIP's share of the shares tracking the investment in Ampliter is equal to 20%. The investment in Alpitour is measured in Asset Italia using the equity method while the investment in Ampliter is measured at fair value;
  • for Euro 72,969,639 the investment in Gruppo IPG Holding S.p.A. (company which holds

the majority shareholding in Interpump Group S.p.A., to be considered a subsidiary);

  • for Euro 71,532,992 the company Clubitaly S.p.A., with a 19.74% stake in Eataly S.r.l. TIP holds 30.20% in the share capital of the company. The investment of Clubitaly in Eataly is measured at fair value in that the absence of the necessary financial information for the application of the equity method determines the current limited exercise of significant influence;
  • for Euro 70,370,353 the company Roche Bobois S.A., held 38.34% through TXR, listed on the stock market since July 2018;
  • for Euro 47,093,962 the investment TIP Pre IPO S.p.A. The investments in Chiorino and Fimag S.p.A. are measured at fair value. In relation to Chiorino the absence of the necessary financial information for the application of the equity method determines the current limited exercise of significant influence. The investment in Betaclub S.r.l. is consolidated, while the investment in Beta Utensili S.p.A. is measured using the equity method.
  • for Euro 36,398,018 the company Clubtre S.p.A., which holds Prysmian S.p.A. shares. TIP holds 24.62% of Clubtre S.p.A. (43.28% fully diluted). The investment of Clubtre in Prysmian S.p.A. was measured at fair value (market value at March 31, 2019) and the share of the result of Clubtre was recognised under the equity method.
  • for Euro 18,066,178 the associated company BE S.p.A.;
  • for Euro 735,485 the investments in the companies Palazzari & Turries Limited, with registered office in Hong Kong and in Gatti & Co Gmbh, with registered office in Frankfurt.

For the changes in the investments in associated companies, reference should be made to attachment 2.

(10) Investments measured at FVOCI

The account refers to minority investments in listed and non-listed companies.

Euro March 31, 2019 December 31, 2018
Investments in listed companies 332,724,554 327,075,057
Investments in non-listed companies 55,557,312 50,557,220
Total 388,281,866 377,632,277

The changes in the investments measured at FVOCI are shown in Attachment 1.

The TIP Group holds at March 31, 2019 investments not classified as associated companies, although in the presence of a holding above 20% and some indicators which would be associated with significant influence, as unable to provide periodic financial information such as to permit the TIP Group recognition in accordance with the equity method.

The unavailability of such information represents a limitation in the exercise of significant influence and consequently it was considered appropriate to qualify these investments as measured at FVOCI.

(11) Financial receivables measured at amortised cost

Euro March 31, 2019 December 31, 2018
Financial receivables measured at amortised cost 6,948,884 6,866,167
Total 6,948,884 6,866,167

Financial receivables calculated at amortised cost principally concern the loans issued to Tefindue S.p.A., which holds indirectly a shareholding in Octo Telematics S.p.A., international leader in the development and management of telecommunication systems and services for the automotive sector, mainly for the insurance market.

(12) Financial assets measured at FVTPL

Euro March 31, 2019 December 31, 2018
Financial assets measured at FVTPL 20,888,785 20,395,297
Total 20,888,785 20,395,297

Assets designated at FVTPL primarily consist of the bond issued by Tefindue S.p.A. in the amount of Euro 3,136,037 and the Furla S.p.A. convertible bond, subscribed on September 30, 2016 in the amount of Euro 17,752,748.

(13) Current financial receivables measured at amortised cost

Euro March 31, 2019 December 31, 2018
Current financial receivables measured at amortised cost 7,890,248 9,519,333
Total 7,890,248 9,519,333

These include shareholders' loans granted to associated companies.

(14) Current financial assets measured at FVOCI

Euro March 31, 2019 December 31, 2018
Current financial assets measured at FVOCI 0 45,227,977
Total 0 45,227,977

The accounts concerns non-derivative financial assets comprising investments in bonds for the temporary utilisation of liquidity. These investments were entirely divested of during the quarter to support OVS investments.

(15) Cash and cash equivalents

The account represents the balance of banks deposits determined by the nominal value of the current accounts with credit institutions.

Euro March 31, 2019 December 31, 2018
Bank deposits 499,047 1,809,877
Cash in hand and similar 5,362 6,380
Total 504,409 1,812,728

The composition of the net financial position at March 31, 2019 compared with the end of the previous year is illustrated in the table below.

Euro March 31, 2019 December 31, 2018
A Cash and cash equivalents 504,409 1,812,728
Current financial assets measured at FVOCI and derivative
B instruments 3,900 45,236,977
C Current financial receivables 7,890,248 9,519,333
D Liquidity (A+B+C) 8,398,557 56,569,038
E Financial payables (1) (100,822,628) (99,555,086)
F Current financial liabilities (2) (97,315,016) (97,538,156)
G Net financial position (D+E+F) (189,739,087) (140,524,204)

(1) the balance at March 31, 2019 includes Euro 1,184,380 concerning the recognition of a liability for leasing in application of IFRS 16.

(2) the balance at March 31, 2019 includes Euro 292,545 concerning the recognition of a liability for leasing in application of IFRS 16.

Financial payables mainly refer to the TIP 2014-2020 bond and a bank loan.

Current financial liabilities refer to bank payables and interest related to the bond loan matured and still not paid.

(16) Share capital The share capital of TIP S.p.A. is composed of: Shares number ordinary shares 164,441,667 TOTAL 164,441,667

The share capital of TIP S.p.A. amounts therefore to Euro 85,509,666.84, represented by 164,441,667 ordinary shares.

At March 31, 2019, treasury shares in portfolio totalled 6,256,431, equal to 3.805% of the share capital.

No. treasury shares at No. shares acquired at No. of shares sold at No. treasury shares at
January 1, 2019 March 31, 2019 March 31, 2019 March 31, 2019
5,959,178 312,253 15,000 6,256,431

Supplementary information concerning shareholders' equity at March 31, 2019:

(17) Reserves

Share premium reserve

These amount to Euro 175,690,179 and are changed following the sale of treasury shares due to the exercise of stock options.

Legal reserve

These amount to Euro 16,646,394.

Fair value OCI reserve without reversal to profit or loss

The positive reserve amounts to Euro 173,240,258. This concerns the fair value changes to investments in equity, net of the relative deferred tax effect. The gains realised on partial divestments of holdings which in application of IFRS 9 were not reversed to profit or loss were reclassified from the reserve to retained earnings.

For details of changes, reference should be made to attachment 1 and to note 10 (Investments measured at FVOCI) and attachment 2 and note 9 (Investments measured under the equity method).

For the changes in the period and breakdown of other equity items, reference should be made to the specific statement.

Fair value OCI reserve with reversal to profit or loss

The positive reserve amounts to Euro 1,501,632. These principally concern the fair value changes of securities acquired as temporary uses of liquidity and the other comprehensive income items deriving from the associated companies. The relative fair value was reversed to the income statement on the sale of the underlying security.

Treasury shares acquisition reserve

The negative reserve amounts to Euro 32,881,173. This is a non-distributable reserve.

Other reserves

They are negative for Euro 3,520,613 and comprise the stock option plan reserve created following the allocation of options to employees and directors offset by the negative changes in the investments reserve measured under the equity method.

Merger surplus

The merger surplus amounts to Euro 5,060,152 and derives from the incorporation of SecontipS.p.A. into TIP S.p.A. on January 1, 2011.

Retained earnings

Retained earnings amount to Euro 276,662,153 and increased on December 31, 2018 following the allocation of the 2018 net profit and the reclassification from the fair value OCI reserve without reversal to profit or loss of the gains realised on partial divestments of holdings not recognised to profit or loss.

IFRS business combination reserve

The reserve was negative and amounts to Euro 483,655, unchanged compared to December 31, 2018.

(18) Net Profit for the period

Basic earnings per share

At March 31, 2019, the basic loss per share – net result divided by the average number of shares in circulation in the period taking into account treasury shares held – was Euro 0.01.

Diluted earnings per share

At March 31, 2019, the diluted loss per share was Euro 0.01. This represents the net result for the period divided by the number of ordinary shares in circulation at March 31, 2019, calculated taking into account the treasury shares held and considering any dilution effects generated from the shares servicing the stock option plan relating to the remaining warrants in circulation.

(19) Post-employment benefit provisions

At March 31, 2019, the balance of the account related to the Post-Employment Benefit due to all employees of the company at the end of employment service. The liability was not updated based on actuarial calculations.

(20) Financial payables

The financial payables for Euro 99,638,248 refer to the issue of the 2014-2020 TIP Bond approved by the Board of Directors on March 4, 2014, placed in April 2014, nominal value of Euro 100,000,000. The loan, with an initial rights date of April 14, 2014 and expiry date of April 14, 2020 was issued at par value and offers an annual coupon at the nominal gross fixed rate of 4.75%. The loan was recognised at amortised cost applying the effective interest rate which takes into account the transaction costs incurred for the issue of the loan of Euro 2,065,689; the loan provides for compliance with financial covenants on an annual basis.

In accordance with the application of international accounting standards required by Consob recommendation No. DEM 9017965 of February 26, 2009 and the Bank of Italy/Consob/Isvap No. 4 of March 4, 2010, we report that this account does not include any exposure related to covenants not complied with.

(21) Current financial liabilities

These amount to Euro 97,022,0471 and comprise bank payables of the parent company (Euro 92,796,326) and interest on bonds (Euro 4,518,690) settled in April.

Bank payables include for Euro 29,945,676 the loan of a nominal value of Euro 40,000,000 with the following maturities:

  • 12.5% on December 31, 2017 (repaid);
  • 12.5% on December 31, 2018 (repaid);
  • 12.5% on June 30, 2019;
  • 62.5% on December 31, 2019.

The bond provides for compliance with annual financial covenants.

In accordance with the application of international accounting standards required by Consob recommendation No. DEM 9017965 of February 26, 2009 and the Bank of Italy/Consob/Isvap No. 4 of March 4, 2010, we report that this account does not include any exposure related to covenants not complied with.

(22) Related party transactions

The table reports the transactions with related parties during the period outlined in the amounts, type and counterparties.

Party Type Value/Balance
March 31, 2019
Value/Balance
March 31, 2018
Asset Italia S.p.A. Revenues 250,000 250,053
Asset Italia S.p.A. Trade receivables 250,000 250,053
Party Type Value/Balance
March 31, 2019
Value/Balance
March 31, 2018
Betaclub S.r.l. Revenues 6,250 6,250
Betaclub S.r.l. Trade receivables 6,250 6,250
Clubitaly S.p.A. Revenues 7,500 7,500
Clubitaly S.p.A. Trade receivables 37,500 7,500
Clubitaly S.p.A. Financial receivables 532,597 325,267
Clubtre S.p.A. Revenues 12,500 12,500
Clubtre S.p.A. Trade receivables 12,500 12,500
Clubtre S.p.A. Financial receivables 7,357,651 -
TIPO S.p.A. Revenues 1,033,481 125,605
TIPO S.p.A. Trade receivables 125,028 125,605
Services provided to companies related to the Board of Directors Revenues from services 45,250 250
Services provided to companies related to the Board of Directors Trade receivables 33,061 250
BE S.p.A. Revenues 15,000 15,000
BE S.p.A. Trade receivables 30,000 15,000
Gruppo IPG Holding S.p.A Revenues 7,500 7,500
Gruppo IPG Holding S.p.A Trade receivables 7,500 7,500
Services received from companies related to the Board of Directors Costs (services
received)
2,137,710 2,250,291
Payables for services received from companies related to the Board of
Directors
Other payables 2,000,210 2,112,794

The services offered for all the above listed parties were undertaken at contractual terms and conditions in line with the market.

For the Board of Directors The Chairman Giovanni Tamburi

Milan, May 14, 2019

ATTACHMENTS

Declaration of the Executive Officer for Financial Reporting as per Article 81-ter of Consob Regulation No. 11971 of May 14, 1999 and subsequent amendments and supplements.

    1. The undersigned Alessandra Gritti, as Chief Executive Officer, and Claudio Berretti, as Executive Officer for financial reporting of Tamburi Investment Partners S.p.A., affirm, and also in consideration of Article 154-bis, paragraphs 3 and 4, of Legislative Decree No. 58 of February 24, 1998:
  • the conformity in relation to the characteristics of the company and
  • the effective application during the period of the consolidated financial statements

of the administrative and accounting procedures for the compilation of the interim consolidated financial statements for the period ended March 31, 2019.

No significant aspect emerged concerning the above.

    1. We also declare that:
  • a) the consolidated interim report at March 31, 2019 corresponds to the underlying accounting documents and records;
  • b) the quarterly consolidated financial report at March 31, 2019 was prepared in accordance with International Financial Reporting Standards (IFRS) and the relative interpretations published by the International Accounting Standards Board (IASB) and adopted by the European Commission with Regulation No. 1725/2003 and subsequent modifications, in accordance with Regulation No. 1606/2002 of the European Parliament and provides a true and correct representation of the results, balance sheet and financial position of Tamburi Investment Partners S.p.A..
  • c) the Directors' Report includes a reliable analysis of the significant events in the year and their impact on the consolidated financial statements, together with a description of the principal risks and uncertainties. The Directors' Report also contains a reliable analysis of the significant transactions with related parties.

The Chief Executive Officer The Executive Officer

Milan, May 14, 2019

Balance at 1.1.2019 increases decreases
in Euro No. of historic fair value increase write-down book value acquisition or reclass. fair value decreases fair value reversal book value
shares cost adjustments (decrease) P&L fair value subscription increase decreases fair value 31/03/2019
Non-listed companies
Azimut Benetti S.p.A. 737,725 38,990,000 (7,312,229) 31,677,771 31,677,771
Buzzoole Plc. 3,338,810 3,338,810 3,338,810
Heroes Sr.l. 706,673 10,507,718 1,800,000 13,014,391 13,014,391
Talent Garden S.p.A. 28,890 502,500 868,500 1,371,000 5,000,092 6,371,092
Other equity instr. & other minor 1,255,248 0 0 (100,000) 1,155,248 1,155,248
Total non-listed companies 44,949,313 4,063,989 1,800,000 (256,082) 50,557,220 5,000,092 0 0 0 0 0 55,557,312
Listed companies
Alkemy S.p.A. 425,000 4,993,828 (539,828) 4,454,000 697,000 5,151,000
Amplifon S.p.A. 6,038,036 34,884,370 62,750,920 (12,800,884) 84,834,406 19,925,519 104,759,925
Digital Magics S.p.A. 1,684,719 4,925,191 893,848 4,996,857 10,815,896 (404,333) 10,411,563
Ferrari N.V. USD 300,000 14,673,848 11,791,782 26,465,630 9,932,213 (228,146) (319,698) 35,850,000
Fiat Chrysler Automobiles N.V. USD 0 17,656,453 6,505,056 (4,258,487) 19,903,022 413,783 (13,397,966) (6,918,839) 0
Hugo Boss AG 1,118,000 77,681,983 (33,112,717) 26,335,534 70,904,800 9,547,076 (15,582,852) 3,150,096 68,019,120
Moncler S.p.A. 2,050,000 92,368,016 28,530,576 (58,699,092) 62,199,500 15,175,932 (1,565,996) (2,173,436) 73,636,000
OVS S.p.A. 0 12,268,197 (3,734,997) 8,533,200 4,394,392 4,834,358 (16,662,589) (1,099,361) 0
Prysmian S.p.A. 1,754,000 36,922,403 (7,332,423) 29,589,980 (8,770) 29,581,210
Servizi Italia S.p.A. 548,432 2,938,289 14,383 0 (1,241,564) 1,711,108 455,198 2,166,306
Telesia S.p.A. 230,000 300,000 (770,800) 1,492,000 1,021,200 (105,800) 915,400
Other listed companies 15,481,544 365,930 0 (9,205,161) 6,642,313 301,341 (4,000,756) (708,869) 2,234,029
Total listed companies 315,094,122 65,361,730 (42,934,072) (10,446,725) 327,075,057 4,394,392 0 61,282,420 (51,438,306) (518,903) (8,070,105) 332,724,554
Total investments 360,043,435 69,425,719 (41,134,072) (10,702,807) 377,632,277 9,394,484 0 61,282,420 (51,438,306) (518,903) (8,070,105) 388,281,866

Attachment 1 - Changes in investments measured at FVOCI

Balance at 1.1.2019
in Euro share of increase increase increase increase (write-down) at 31.3.2019
purchases results as per (decrease) (decrease) (decrease) (decrease) write-back
equity method FVOCI reserve FVOCI reserve other reserves
without reversal to P/L with reversal to P/L
Asset Italia S.p.A. 92,872,562 (2,532,335) 4,049,779 (2,194) 94,387,812
Be Think, Solve, Execute S.p.A. 17,460,151 453,941 218,567 (66,481) 18,066,178
Clubitaly S.r.l. 71,539,510 (6,518) 71,532,992
Clubtre S.p.A. 36,570,573 (150,258) (22,296) 36,398,018
Gruppo IPG Holding S.r.l. 68,740,666 3,585,385 674,531 (30,943) 72,969,639
OVS S.p.A. (1) 0 92,660,939 92,660,939
Roche Bobois S.A. 69,562,064 1,005,831 (24,736) (172,806) 70,370,353
Tip-Pre Ipo S.p.A. 47,333,740 (583,588) 256,873 86,938 47,093,962
Other associated companies 735,485 0 735,485
Total 404,814,751 92,660,939 1,772,458 4,284,356 953,106 (270,230) 0 0 504,215,379

Attachment 2 - Changes in investments measured under the equity method

(1) Purchases include the reclassification from "Investments measured at FVOCI"

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