UNIVERSAL REGISTRATION DOCUMENT
including the Annual Financial Report
2020
ALTAMIR 2020 Universal Registration DocumentB
Contents
The components of the Annual Financial Report are identified by the symbol
AFR
Altamir at a glance 2
Conversation with Maurice Tchenio,
Chairman and CEO
of the Management Company 4
1 Business description
and activities 9
1.1 Selected financial
information
AFR
10
1.2 Presentation of the Company 19
1.3 Business description 52
1.4 Comments on
the financial year
AFR
70
1.5 Internal control procedures 79
1.6 Risk factors
AFR
82
2 Corporate governance
Report of the Supervisory Board 87
2.1 Management and
supervisory bodies 88
2.2 Remuneration of
corporate ocers 100
2.3 Management fees 103
2.4 Observations of
the Supervisory Board
at the General Meeting 104
3 Financial statements 107
3.1 Consolidated financial
statements
AFR
108
3.2 Statutory Auditors’ report
on the consolidated
financial statements
AFR
135
3.3 Statutory financial
statements
AFR
139
3.4 Statutory Auditors’ report
on the financial
statements
AFR
154
3.5 List of subsidiaries
and equity investments 158
4 Information about
the Company and its capital 159
4.1 Share capital
AFR
160
4.2 Principal shareholders 165
4.3 Legal and tax framework
of an SCR 169
4.4 Articles of association 173
4.5 Regulated agreements 176
5 Supplementary information 179
5.1 Person responsible
for the Universal Registration
Document
AFR
180
5.2 Persons responsible for
the audit of the financial
statements 181
5.3 Documents available
to the public 182
5.4 Reference to historical
financial statements 183
5.5 Cross reference index 184
5.6 Glossary 189
ALTAMIR 2020 Universal Registration Document 1
UNIVERSAL
REGISTRATION DOCUMENT
including the Annual Financial Report
2020
This document is an English-language translation of the French (“Document
d’Enregistrement Universel”) filed with the Autorité des Marchés Financiers (AMF)
on 6 April 2021, the competent authority under EU Regulation 2017/1129, without prior
approval, pursuant to Article 9 of the same regulation.
The Universal Registration Document may be used to support a public oering of
securities or to admit shares to trading on a regulated market if it is accompanied by
a prospectus (note d’opération) and a summary of all amendments incorporated into
the universal registration document. The group of documents thus formed has been
approved by the AMF, pursuant to EU Regulation 2017/1129.
ALTAMIR 2020 Universal Registration Document2
A listed private equity company founded in 1995
to give all investors access via the stock market
to private equity, one of the best-performing
asset classes over the long term.
An investment strategy based on financing growth and sector specialisation.
Primarily through and alongside the funds managed by two private equity companies, leaders on their
respective markets:
Apax Partners SAS
(Paris based)
l 33 investment professionals
l Over €4bn under management
l Companies with an enterprise value
between €50m and €500m
l Apax France VIII: €700m (2011)
l Apax France IX: €1bn (2016)
l Apax France X: hard cap €1.4bn (2020)
l Apax Development (small caps): €255m (2019)
Apax Partners LLP
(London based)
l Over 120 investment professionals
l More than $60bn under management
l Companies with an Enterprise Value
between €500m and €3bn
l Apax VIII LP: $7.5bn (2013)
l Apax IX LP: $9bn (2016)
l Apax X LP: $11.8bn (2020)
l Apax Digital (digital companies): $1.1bn (2017)
INVESTMENTS
Net Asset Value
€1,128m
as of 31/12/2020
NAV
+13.7
%
dividend included
EBITDA
+13
%
in 2020
Market cap
€728m
as of 31/12/2020
Investments &
Commitments
€113m
Divestments
€159m
2020 FIGURES
ALTAMIR 2020 Universal Registration Document 3
Maurice Tchenio,
pioneer in private equity,
main shareholder of the company
Public
65
%
35
%
Grow and create value
This ambitious strategy translates into the following two
objectives:
l Increase Net Asset Value (NAV) by outperforming the
benchmark indices.
l Maintain a simple, attractive and sustainable dividend
policy: 2-3% of NAV at year-end.
Invest mainly through the Apax funds
l Altamir’s strategy relies on Apax: backing companies with
high growth potential, in four sectors of specialisation,
primarily through LBO and growth capital transactions,
establishing positions as majority or lead shareholder.
l Allocation every 3-4 years when new funds are launched
by Apax.
Seize growth opportunities through
direct investment
l Reinforce the exposure to specific companies through
co-investments alongside the Apax funds
(7 companies as of 31 December).
l Invest in highly attractive segments (Apax Development,
which targets small caps, and Apax Digital, a digital fund).
l Take advantage of Altamir’s status as an evergreen
company to hold investments for longer than the typical
private equity investment horizon.
STRATEGY SHAREHOLDING
A portfolio of growth companies, diversified by sector, size (SMEs and large companies), and by geography
(Europe, North America, emerging market countries)
55
companies
of which 46 non listed and 9 listed
(SMEs and large companies)
8
new companies
acquired in 2020
16 companies
representing
80
%
(1)
of total portfolio value
as of 31 December 2020
(1) In fair value as of 31/12/2020
4 sectors of specialisation
SERVICES
15%
of the portfolio
(1)
17
companies
HEALTHCARE
4%
of the portfolio
(1)
7
companies
CONSUMER
24%
of the portfolio
(1)
10
companies
TMT
57%
of the portfolio
(1)
21
companies
PORTFOLIO
TAX
An attractive
tax status
for long-term shareholders
ALTAMIR 2020 Universal Registration Document4
Conversation with Maurice Tchenio
Chairman and CEO
Conversation with Maurice Tchenio
Chairman and CEO
Net Asset Value increased again over 2020
(13.7%), rounding out a decade of year-on-year
NAV growth for Altamir.
ALTAMIR 2020 Universal Registration Document 5
Conversation with Maurice Tchenio
Chairman and CEO
In an extremely uncertain and volatile context, Altamir’s NAV grew by a remarkable 13.7%
in 2020, after a record 30.8% in 2019.
In terms of activity, Altamir had a good year. We sold six companies, at an average
uplift of 25%, for nearly €159m in proceeds. That was less than 2019 but, given
that lockdowns halted all deal-making for two months, it was a sound performance.
We also made investments in eight companies for a total of €113m, which was about the
same as in 2019 if you exclude the €70.5m short-term investment in Aho20 (formerly
Apax France VII Fund).
Moreover, Altamir significantly increased its financing capabilities, raising the amount
of credit lines from €30m at the beginning of 2020 to €90m.
Altamir’s performance over 2020 enabled us to revisit the dividend paid for 2019. This
year we will propose €1.09, including €0.92 for the 2020 financial year, equating to 3%
of NAV at year-end, and €0.17 as a catch-up payment to bring the 2019 dividend to 3%.
In 2021, there are still significant risks associated with the pandemic and we remain
cautious, even if Altamir made a particularly dynamic start to 2021 in terms of activity.
2020 proved to be a uniquely challenging year.
Didn't it?
Without a doubt it was a massively disruptive year, which
brought with it extremes of uncertainty in daily life, individual
health, the well-being of entire communities and economic
activity. This was clearly reflected in investment volatility.
It is obviously a huge relief that we can now be optimistic that
the worst is behind us, though the eects will linger for a long
time and are yet to be fully reckoned with. We have clearly
seen the strengths and weaknesses of not only businesses,
but also societal structures and whole countries.
That uncertainty was reflected in your initially
cautious outlook for 2020. Is it fair to say that
Altamir’s activity was stronger than you had
expected?
I am happy to say I was wrong in my outlook for the year,
though I don’t regret being cautious. My fear, in the early
part of 2020, was that we were facing the financial crisis of
2008 and would be left wrestling with a similar stagnation
of investment. As it turned out, the private equity sector in
Europe rode out the volatility, and rebounded in the second
half to set a new record for both investment and divestment.
My caution meant that Altamir went into the first half of
the year in a conservative mode and as a consequence,
we significantly increased our credit lines, from €30m to
€90m, then found we didn’t have to use that additional debt.
ALTAMIR 2020 Universal Registration Document6
In terms of activity, both in investment and divestment,
Altamir had a good year. We sold six companies, at an
average uplift of 25%, for nearly €159m in proceeds. That
was less than 2019 but, given that lockdowns halted all deal-
making for two months, it was a sound performance. We also
made investments in eight companies for a total of €113m,
which was about the same as in 2019 if you exclude the
€70.5m short-term investment in Aho20 (formerly the Apax
FranceVII fund).
How do you explain that Altamir's Net Asset
Value increased even in 2020, rounding out
a decade of year-on-year growth?
Net asset value grew 13.7% over 2020, compared with 30.8%
growth in 2019.
The NAV growth was all the more remarkable in that we
carried out only one-third as much divestment in 2020 as in
2019 and suered a €24m foreign exchange loss, compared
to a €7m gain in 2019 – a dierence that alone explains six or
seven percentage points of growth.
Altamir’s performance over 2020 also enabled us to revisit
the dividend paid for 2019. Last year, we had planned to pay
a dividend of €0.83 per share, or 3% of NAV, but faced with
significant uncertainty, we decided to preserve cash. Instead,
we paid €0.66 per share, as in the prior year and thus below
3% of NAV, which is the objective we had achieved for nine
consecutive years. This year we will propose €1.09, including
€0.92 for the 2020 financial year, equating to 3% of NAV at
year-end, and €0.17 as a catch-up payment to bring the 2019
dividend to 3%.
That 2020 turned out to be business as usual in a decidedly
unusual year was a testament to our tried and tested
model, and we can now say it has been tested through even
more extreme situation. It is a model that targets the most
promising sectors and within those sectors consistently
identifies companies with significant potential to grow Ebitda,
cash flow and thus value by boosting valuation multiples.
That value creation is the result of the often exceptional
management teams, that run our portfolio companies, but
also of the value created by the Apax teams on which Altamir
relies. To deliver that benefit year-in, year-out, we rely on
something very dicult to replicate: the strong Apax brand.
It helps the teams source and create partnerships with the
right companies because they want to work with Apax. And
it also enables Apax to foster a uniquely successful culture,
by recruiting the best people and retaining them to execute
on the strategy of value creation.
Early in 2021 you took the unusual step of buying
THOM Group outright. Can you talk us through
that decision?
At the time of the take-over bid by Amboise in 2018, I
indicated to the market that Altamir would take advantage of
its evergreen status to pursue promising investments beyond
the scope of traditional private equity funds. The acquisition
of THOM Group, in January, was one of those cases.
We took the first step toward the deal in 2019, when we
purchased 80% of the limited partner’s stake in Apax France
VII, in a secondary market deal that gave us a very strong
foothold in THOM Group. When the majority stake in THOM
came up for sale we decided to purchase it from the holder
That 2020 turned out to
be business as usual in a decidedly
unusual year was a testament to
our tried and tested model.
Conversation with Maurice Tchenio
Chairman and CEO
ALTAMIR 2020 Universal Registration Document 7
Bridgepoint in a transaction that saw us initially divest our
holding for €104m before reinvesting €100m directly in THOM
to become the lead shareholder at a very attractive valuation.
The investment continues our long history with the company,
which dates back to our first investment in 2008, and
supports our strong conviction that THOM’s leading position
in aordable jewellery retailing and its superb management
team mean there is still significant value creation to come.
What lessons do you take away from 2020?
My first conclusion is that crises are unpredictable, unforgiving
and inevitable, so you need to be prepared for them. The
pandemic damaged significant sectors and it didn’t matter
how well managed some companies were, there was no
escape. That reinforces the importance of being prudent in
terms of risk management. Obviously, a diversified portfolio
is crucial, but so too is the need for careful cash management
to ensure that commitments can be met even in the most
dicult times. The health crisis was not as bad as I had feared
for private equity, but next time we may not be so fortunate.
The second conclusion I draw, is that crises exacerbate
inequality and it is incumbent on the more fortunate to
help mitigate that inequality. We are not sitting idle on the
sidelines.
Some 10 years ago I founded a philanthropic foundation,
Fondation AlphaOmega, with the goal of supporting charities
that help disadvantaged children and young adults in France
to realise their potential through education. We support,
financially and through our business expertise, seven charities
that in turn support 320,000 young people.
The impact investing undertaken by Fondation AlphaOmega,
which is financially supported by a €45m endowment
and €80m in revenue-sharing funds created by Altamir’s
and Amboise’s partners and our shareholders, empowers
individuals to succeed and in so doing lifts entire communities.
It is a key part of our wider social commitment alongside
the ESG principles that are central to the investment and
management philosophy of Altamir and the Apax funds
through which we invest.
What is your outlook for 2021?
We have made a particularly dynamic start to 2021. Two
months into the year, we had invested more than over all of
2020 and made divestments worth nearly 50% more than in
all of last year. But there are still significant risks associated
with the pandemic. We remain cautious and are expecting
short-term volatility.
That volatility, particularly given our longer-term investment
horizon, is something I have been thinking about for some
time now. And with that in mind we have decided, starting
this year, to switch from providing simple 12-month objectives
to benchmarking ourselves against a five-year forecast,
annualised on an average basis. I am convinced this provides
a better tool for our shareholders to gauge our performance
and benchmark us against our long-term goals, rather than
just providing a view of the coming year, during which results
can be distorted by numerous factors.
Impact investing is a key part of
our wider social commitment
alongside the ESG principles that
are central to the investment and
management philosophy of Altamir
and the Apax funds through which
we invest.
Conversation with Maurice Tchenio
Chairman and CEO
ALTAMIR 2020 Universal Registration Document8
ALTAMIR 2020 Universal Registration Document 9
Business description
and activities
1.1 Selected financial
information
AFR
10
1.1.1 Performance 10
1.1.2 Portfolio 11
1.1.3 Activity 14
1.1.4 Simplified balance sheet 15
1.1.5 Share price 15
1.1.6 Shareholder information 17
1.2 Presentation of the Company 19
1.2.1 General presentation 19
1.2.2 Organisation charts 22
1.2.3 Portfolio at
31 december 2020 24
1.2.4 Composition of the
portfolio at fair value 26
1.3 Business description 52
1.3.1 The private equity business 52
1.3.2. Private equity
management costs 53
1.3.3 Altamir’s investment
policy from founding 55
1.3.4 Altamir’s cash management
and performance optimisation
strategy 57
1.3.5 Altamir's management costs 57
1.3.6 Altamir’s strategy 59
1.3.7 Apax Partners’ investment
process 61
1.3.8 Altamir’s decision-making
process 62
1.3.9 The Altamir team 63
1.3.10 Apax Partners teams 64
1.3.11 Responsible investing 65
1.4 Comments on
the financial year 70
1.4.1 Overview and performance 70
1.4.2. The Company’s
activities
AFR
70
1.4.3 Other significant events
during the year 72
1.4.4 Post-closing events 72
1.4.5 Trends
AFR
72
1.4.6 Profit forecasts
and estimates 72
1.4.7 Financial position 73
1.4.8. Valuation methods 76
1.4.9 The Company’s financial
resources 77
1.4.10 Payment terms 77
1.4.11 Statutory results and
other company data over
the last five years
(Article R.225-102 of the
French Commercial Code) 78
1.4.12 Acquisition of equity interests
and controlling interests 78
1.5 Internal control procedures 79
1.6 Risk factors
AFR
82
1.6.1 Introduction - principles 82
1.6.2 Presentation of risks 82
The components of the Annual Financial Report are identified by the symbol
AFR
ALTAMIR 2020 Universal Registration Document10
Business description and activities
Selected financial information
1.1 SELECTED FINANCIAL INFORMATION
AFR
1.1.1 PERFORMANCE
Historical NAV growth
13.7% NAV growth in 2020, dividend included
Net asset value per share in euros, at 31/12 of each year (share of limited partners holding ordinary shares)
NAV per share
Dividend paid in year N on N-1
(in €)
Comparative performance
Altamir outperforms its benchmark index
NAV Total Return (dividends reinvested) over 1, 3, 5 and 10 years as of 31 December 2020
Altamir NAV TR
LPX Europe NAV (index)
Sources: Altamir and LPX data
as of 31/01/2021
10 years
175%
243%
5 years
92%
55%
3 years
56%
18%
1 year
14%
2%
2011
12.10
2012
13.47
0.20
2013
14.87
0.41
2014
16.04
0.45
2015
18.60
0.50
2016
21.62
0.56
2017
21.54
0.65
2018
21.72
0.65
2019
27.75
0.66
2020
30.90
0.66
ALTAMIR 2020 Universal Registration Document 11
Business description and activities
Selected financial information
1.1.2 PORTFOLIO
The 16 largest investments
represent 80% of the portfolio at fair value
As of 31/12/2020
Residual cost
in €m
Fair value
in €m
% of portfolio
at fair value
Marlink 47.4 176.4 14%
THOM Group
(1)
88.7 104.1 8%
Expereo 37.6 91.8 7%
BIP 32.4 88.4 7%
Snacks Développement 38.2 73.1 6%
ThoughtWorks 6.9 72.1 6%
InfoVista 42.2 69.3 5%
Entoria 48.8 50.9 4%
Alain Aelou
(1) (2)
41.9 50.2 4%
AEB 38.8 46.9 4%
Destiny 28.0 38.8 3%
Sandaya 21.6 37.5 3%
Odigo 36.7 36.7 3%
Graitec 34.4 34.4 3%
Paycor 7.1 22.3 2%
Vocalcom 10.7 21.5 1%
TOTAL 16 LARGEST INVESTMENTS 561.4 1,014.5 80%
TOP 20 LARGEST INVESMENTS 594.0 1,075.2 85%
TOP 30 LARGEST INVESMENTS 637.7 1,168.5 92%
TOP 40 LARGEST INVESMENTS 678.9 1,223.7 97%
55 INVESTMENTS + FUNDS 716.1 1,266.7 100%
(1) Including the prorata share of Aho20.
(2) Gross fair value was €67.7m; non-controlling interests totalled €17.5m.
ALTAMIR 2020 Universal Registration Document12
A well-diversified portfolio
By sector
% of portfolio at fair value as of 31/12/2020
24%
Consumer
(10 companies)
4%
Healthcare
(7 companies)
15%
Services
(17 companies)
57%
TMT
(21 companies)
By vintage
% of portfolio at fair value as of 31/12/2020
24%
2016
(6 companies)
15%
2017
(12 companies)
11%
2019
(11 companies)
6%
2020
(7 companies)
20%
2014 and earlier
(6 companies)
1%
2015
(6 companies)
23%
2018
(7 companies)
By geography
% of portfolio at cost as of 31/12/2020
18%
United States
(21 companies)
3%
Rest of
the world
(10 companies)
79%
Europe
(24 companies)
Business description and activities
Selected financial information
ALTAMIR 2020 Universal Registration Document 13
Portfolio performance
13% growth in average EBITDA in 2020
Year-on-year EBITDA growth at constant exchange rates, in %, weighted by Altamir’s residual cost of each investment;
CAC 40 weighted (excluding financial companies) by market capitalisation
Business description and activities
Selected financial information
Valuation multiples
Average multiples as of 31/12 weighted by the residual amount
invested in each company
Entreprise value/LTM EBITDA
Number of companies
Debt multiples
Average multiples as of 31/12 weighted by the residual amount
invested in each company
Total net debt/LTM EBITDA
Number of companies
Sample of 30 companies valued with EBITDA, (i.e. 78% of Portfolio FMV)
weighted by each company’s residual cost.
Sample of 45 companies (excluding financial companies, companies being
divested).
Altamir portfolio
CAC 40
Source: Capital IQ as of 11/03/2021
2020
26%
4%
2016
19%
10%
2017
25%
13%
2018 2019
10%
17%
- 13%
13%
2020
12.79
30
2019
12.65
33
2018
11.16
35
2017
10.83
44
2016
10.43
38
2015
10.31
28
2018
4.55
40
2017
4.22
44
2016
4.07
38
2015
3.96
28
2019
4.82
43
2020
4.69
45
ALTAMIR 2020 Universal Registration Document14
1.1.3 ACTIVITY
Investments and commitments
€113.1m of new and follow-on investments in 2020
Amounts invested and committed, in €m; number of new portfolio companies per year
Business description and activities
Selected financial information
Divestments
€158.9m of divestment proceeds and revenue in 2020
Closed or agreed transactions, in €m
Total sale
Partial sale
Number of full exits
Short term investments (Aho20)
Follow-on investments
(including Apax France IX-A in 2020)
New investments and commitments
Number of new portfolio companies
92.2
2013
74.5
17.7
7
143.2
2015
130.3
12.9
12
118.2
2017
95.3
22.9
11
133.7
20.6
154.3
2018
8
2020
105.5
7.6
113.1
8
2019
106.0
22.0
70.5
198.5
12
112.3
2016
83.0
29.3
8
71.8
2011
50.5
21.3
3
47.1
2012
41.1
6.0
2
39.6
3.8
43.2
2014
7
2019
377.9
6
166.3
22.4
188.7
2011
7
115.2
2013
111.1
341.7
4.1
215.7
2016
4
176.6
39.1
98.7
2017
4
6.8
91.9
155.7
2018
8
106.7
49.0
36.2
2020
158.9
6
112.9
46.0
3
63.9
2014
2
45.6
18.4
88.2
2015
1
2.0
86.2
38.5
2012
30.3
8.2
8
ALTAMIR 2020 Universal Registration Document 15
Business description and activities
Selected financial information
1.1.4 SIMPLIFIED BALANCE SHEET
Key aggregates
Consolidated (IFRS) financial statements, as of 31/12 of each year, in €m
Source: Altamir.
1.1.5 SHARE PRICE
Share price performance
Altamir has outperformed its benchmark indices
As of 31 December 2020 (rebased: 30/06/2012), in €
NAV
Portfolio
Net cash
Other debt, net
2011
134
-13
321
442
2012
98
-24
418
492
2013
82
-30
491
543
2014
70
-28
544
586
2015
38
-45
686
679
2016
-4
-81
875
790
2017
-37
-71
895
787
2018
-136
-70
999
793
2019
83
-130
1,060
1,013
2020
-5
1,267
1,128
-134
0
5
10
15
20
30
25
2012 2013 2014 2015 2016 2017 2018 2019
Altamir TR CAC Mid & Small GR LPX Europe TR
2020
ALTAMIR 2020 Universal Registration Document16
Business description and activities
Selected financial information
Dividend distribution policy
2-3% of year-end NAV since 2013
Annualized Total Shareholder return
Altamir has outperformed its benchmark indices
Annualized total return over 1, 3, 5 and 10 years as of 31 December 2020
Sources: Altamir and LPX data as of 31/12/2020
* CAC Mid & Small GR index not available before 2011.
(1) This amount will be paid in 2021 with the 2020 dividend.
Dividend in €
Dividend yield on the average
share price
10 years 5 years 3 years 1 year
+10% +11% +12% +16% = +2%
0.41
2013
0.45
2014
0.50
2015
0.56
2016
0.65
2017
0.65
2018
0.66
2019
0.83
2020
0.92
2021
= +11%
0.17
(1)
0.66
4.1%
4.1%
5.1%
4.5%
4.1%
4.7%
5.2%
4.3% 4.3%
Altamir SP TR
LPX Europe TR (index)
CAC Mid & Small GR
N/A
16%
11%
6%
9%
17%
-1%
6%
13%
0%
2%
23%
ALTAMIR 2020 Universal Registration Document 17
1.1.6 SHAREHOLDER INFORMATION
Altamir shares
Altamir shares are listed on Euronext Paris:
l Compartment B
l ISIN code: FR0000053837
l Ticker: LTA.PA
Altamir’s share price is available at www.altamir.fr
Altamir is included in the following indices:
l CAC All Shares
l CAC Financials
l LPX Europe
Stock market data
2018 2019 2020
Opening price as of 1 January 20XX €15.24 €12.64 €16.65
Closing price as of 31 December 20XX €12.64 €16.65 €19.95
Highest price
€17.34
(11/05/2018)
€17.50
(04-07/10/2019)
€21.00
(07/12/2020)
Lowest price
€12.50
(28/12/2018)
€12.44
(07/01/2019)
€13.55
(30/03/2020)
Average closing price €15.48 €16.12 €16.95
Average daily volume in number of shares traded 36,023 4,048 5,634
Average daily volume (in €) 588,182 64,854 96,768
Number of shares as of 31 December 20XX 36,512,301 36,512,301 36,512,301
Market capitalisation as of 31 December (in €m) 461.5 607.9 728.4
OTC transactions and transactions on alternative platforms are not included in these figures.
Shareholders
As of 28 September 2019, the shareholders were as follow:
24%
Individual
investors and
family oces
11%
Institutional
investors
65%
Amboise SAS
10%
Rest of
Europe
3%
Rest
of world
87%
France
Business description and activities
Selected financial information
ALTAMIR 2020 Universal Registration Document18
Dividend distribution policy
Since 2013, the dividend paid to ordinary shareholders has
been based on NAV as of 31 December of each financial year,
to which a rate between 2% and 3% is applied.
The Management Company has noted the Board’s proposal
to set this year’s dividend payable to holders of ordinary
shares at €1.09. This amount will be composed of €0.92
with respect to the 2020 financial year (i.e. 3% of NAV as
of 31December2020) and €0.17 as a catch-up on 2019. The
€0.17 catch-up corresponds to the dierence between 3%
of NAV as of 31December 2019 and the dividend that was
eectively paid with respect to financial year 2019 following
the decrease of the dividend proposed at the 2020 AGM.
The calculation of dividends for the 2018, 2019 and 2020
financial years is shown below for illustrative purposes. The
dividend proposed with respect to financial year 2020 is
much higher compared to the dividend paid with respect to
financial year 2019.
2020 dividend
calculation
2019 dividend
calculation
2018 dividend
calculation
Base NAV as of 31/12/2020 NAV as of 31/12/2019 NAV as of 31/12/2018
Parameter €1,128.2m €1,013.2m €792.9m
Rate 3.5% 2.4% 3%
Amount of dividends on ordinary shares €39,798,408 €24,098,119 €24,098,119
Dividend per ordinary share €1.09 €0.66 €0.66
Dividend per ordinary share proforma of the 2019 catch-up €0.92 €0.83 €0.66
Financial communications policy
Altamir maintains regular contact with the financial
community.
Every quarter, the Company publishes a press release on NAV
growth. A more comprehensive report is provided at the end
of each six-month and full-year accounting period, and at
the same time a meeting is held for analysts and investors,
organised in collaboration with the SFAF (French society of
financial analysts). For international investors, a webcast is
broadcast in English.
Regular meetings are held with financial analysts and investors
in the form of road shows, individual meetings and conference
calls. These various events enable the financial community
to discuss the Company’s management strategy, results and
outlook with the Management Company.
Any investment or divestment in excess of €10m is announced
in a press release.
All of the information published by Altamir is available in
French and English on the Company’s website www.altamir.fr
The information on the website is not part of this Universal
Registration Document and as such has not been examined
by the AMF.
Responsible persons
l Éric Sabia (Financial information)
l Claire Peyssard-Moses (Communication)
l Altamir, 1, rue Paul Cézanne, 75008 Paris (France)
l Tel. +33 (0)1 53 65 01 00
Place where legal documents can be consulted
Legal documents may be consulted at the Company’s head
oce: Altamir, 1, rue Paul Cézanne, 75008 Paris (France)
2021 financial communication calendar
27 April at 10 a.m. Annual General Meeting of Shareholders
11 May after market close Press release on NAV as of 31 March 2021
9 September after market close Press release on first-half 2021 financial statements and NAV as of 30 June 2021
10 September at 8:30 a.m. Analyst/investor meeting and webconference
4 November after market close Press release on NAV as of 30 September 2021
The Company hereby informs the market that, as recommended by the French Financial Markets Authority, it has set the
blackout period preceding the publication of annual and half-yearly results at 3 weeks.
Business description and activities
Selected financial information
ALTAMIR 2020 Universal Registration Document 19
1.2 PRESENTATION OF THE COMPANY
1.2.1 GENERAL PRESENTATION
Profile
Altamir is a listed private equity company (Euronext Paris,
Compartment B) with a net asset value (NAV) of more
than €1bn. The company was founded in 1995 to enable all
investors to gain access via the stock market to private equity,
one of the best-performing asset classes over the long term.
Altamir invests primarily in or alongside the funds managed
or advised by Apax Partners SAS and Apax Partners LLP,
two leading private equity firms with more than 45 years of
investing experience. As a majority or lead shareholder, the
Apax funds carry out LBO and growth capital transactions and
support corporate executives as they implement ambitious
value-creation objectives.
In this way, Altamir offers investors access to a portfolio
of companies with high-growth potential, diversified by
geography and by size across the four sectors in which Apax
specialises: TMT (Technologies-Media-Telecom), Consumer,
Healthcare and Services.
The Company opted at inception for the status of “SCR”
(société de capital risque) and has maintained this status ever
since. As such, Altamir is exempt from corporation tax and
the Company’s investors may benefit from tax exemptions,
subject to specific holding-period and dividend-reinvestment
conditions.
Altamir is not an alternative investment fund (AIF) subject to
the exemption for holding companies mentioned in para. 7
of V of Article L.532-9 of the French Monetary and Financial
Code. This does not presume, however, that the European
or other competent authorities might not in future take a
contrary position.
Objectives
To create value for shareholders over the long term, Altamir
pursues the following objectives:
l increase Net Asset Value (NAV) per share by outperforming
the benchmark indices (LPX Europe, CAC Mid & Small);
l maintain a simple, attractive, and sustainable dividend
policy.
Investment policy
Before 2011, Altamir co-invested alongside the funds managed
by Apax Partners SA
(1)
, and, as of 31 December 2020, held two
investments in its portfolio from that legacy business: Alain
Aelou and THOM Group.
Since 2011, Altamir has both invested in funds managed by
Apax Partners and co-invested alongside these same funds:
l Managed by Apax Partners SAS, France:
• €277m in Apax France VIII,
• €306m in Apax France IX,
• €350m in Apax France X,
• €15m in Apax Development.
l Managed by Apax Partners LLP, London:
• €60m in Apax VIII LP,
• €138m in Apax IX LP,
• €200m in Apax X LP (€180m initially),
• $5m in Apax Digital.
l Co-investments: €79m in seven investments.
Altamir will continue to invest primarily with Apax Partners.
Nevertheless, as announced at the time of the takeover of
Altamir by Amboise in 2018, the Company’s investment policy
might change in order to seize investment opportunities
in promising markets such as Asia or in market segments
whose investment horizon exceeds the customary duration
(7/10 years) of private equity funds. Accordingly, on
25January 2021, Altamir announced that it had invested
€100m directly in the top-level holding company of THOM
Group, thereby becoming its lead shareholder.
Investment strategy
Altamir’s strategy is clear, dierentiated and proven. It relies
on that of Apax Partners, which consists in:
l investing in growth companies, diversified in terms of size
and geography;
l investing only in four sectors of specialisation (TMT,
Consumer, Healthcare, Services);
l carrying out LBO/growth capital investments;
l establishing positions as majority or lead shareholder;
l creating value, aiming for a multiple of two to three times
the amount invested;
l carrying out responsible investments, measuring the ESG
(Environment, Social, Governance) performance of each
investment.
(1) Apax Partners SA was renamed Amboise Partners SA on 1 January 2018.
Business description and activities
Presentation of the Company
ALTAMIR 2020 Universal Registration Document20
Corporate governance
Altamir is a French partnership limited by shares (société
en commandite par actions, or SCA), which includes two
categories of partners: limited partners (shareholders) and a
general partner that is also the Management Company (see
Section 2.1.1).
The Company is run by the general partner, with the
Supervisory Board, which represents shareholders, exercising
oversight.
The general partner
The general partner is Altamir Gérance, a société anonyme
(SA), whose Chairman & CEO is Maurice Tchenio.
Altamir Gérance’s remit is to determine Altamir’s strategy,
manage its growth and take and implement the principal
operating decisions.
The Board of Directors of Altamir Gérance is composed of
five members who contribute their experience as private
equity professionals and corporate chief executives (see their
biographies in Section 2.1.2):
l Maurice Tchenio, Chairman (co-founder of Apax Partners);
l Peter Gale (Head of Private Equity and Chief Investment
Ocer at Hermes GPE LLP);
l James Mara (previously Sr. Managing Director at General
Electric Asset Management);
l Eddie Misrahi (Chairman and CEO of Apax Partners SAS);
l Romain Tchenio (Partner at Amboise Partners SA).
Supervisory Board
Altamir’s Supervisory Board provides ongoing oversight of the
Company’s management and decides on the allocation of net
income to be proposed to shareholders at their Annual Meeting.
The Management Company consults the Supervisory Board on
the application of valuation rules to portfolio companies and
on any potential conflicts of interest.
As of 31 December 2020, the Supervisory Board was composed
of four members who contribute their experience as corporate
executives and experts in Altamir’s sectors of specialisation
(see their biographies in Section 2.1.4.). Three of them are
independent. Board members are appointed for two-year,
renewable terms.
l Jean Estin (Chairman from 1 January 2021)
l Marleen Groen
l Anne Landon
l Jean-Hugues Loyez (Chairman until 31 December 2020)
Two non-voting-members (observers) are appointed to the
Supervisory Board for a two-year term in an advisory capacity:
l Gérard Hascoët
l Philippe Santini
Statutory auditors
RSM Paris
EY (formerly Ernst & Young et Autres)
Business description and activities
Presentation of the Company
Gérard Hascoët
Observer
Philippe Santini
Observer
Marleen Groen Anne Landon Jean-Hugues LoyezJean Estin
Chairman
ALTAMIR 2020 Universal Registration Document 21
Apax Partners
Private equity pioneer
Apax Partners was founded in 1972 by Maurice Tchenio in
France and Ronald Cohen in the UK; they subsequently
partnered with Alan Patricof in United States in 1976. The
Group was composed of independent companies in each
country, sharing the same strategy, corporate culture and
methods, but owned by local partners managing domestic
funds. It continued to grow using this model in the main
European countries.
In the early 2000s, the various national entities, with the
exception of France, were merged into a single management
company, Apax Partners LLP, with the aim of raising large
international funds and reorienting the investment strategy
towards large mid-caps, with an enterprise value in excess of
€500m (large caps). The French entity opted to conserve its
mid-market positioning and remain independent.
Apax Partners SA was the management company for the
French funds from 1983, when the first fund, Apax CR, was
created, until 2006, when the Apax France VII fund was
raised. It has been Altamir’s investment advisor since its
creation in 1995.
As part of the succession plan that led Maurice Tchenio,
founder of Apax Partners SA, to transfer the leadership of
the French fund management business to his partners at the
end of 2010, a new management company was created: Apax
Partners MidMarket SAS, headed by Eddie Misrahi.
The two French management companies have changed
names. Apax Partners MidMarket SAS became Apax Partners
SAS on 1 October 2017, and Apax Partners SA became
Amboise Partners SA on 1 January 2018.
Two legal entities
Today, two distinct legal entities operate under the Apax
Partners banner, with no cross-shareholding between them:
Apax Partners SAS, the management company for French
funds, and Apax Partners LLP, which manages international
funds. Because of their common history, Apax Partners
SAS and Apax Partners LLP share a strategy based on
financing growth and specialising by sector while positioning
themselves on markets that complement each other in terms
of geography and company size.
In the rest of this document, we will use the following terms:
“Apax Partners France” to indicate the activities of the
French funds managed successively by Apax Partners SA
and Apax Partners SAS;
“Apax Partners” or “Apax” to indicate the activities of
the funds managed by Apax Partners France and Apax
Partners LLP.
Apax Partners SAS
Apax Partners SAS is a major private equity company
in continental Europe. Based in Paris and headed by
Eddie Misrahi, the company has a team of 30 investment
professionals organised by sector.
Apax Partners SAS is the management company of Apax
France VIII, raised in 2011 (€704m), Apax France IX, raised
in 2016 (€1.030bn), Apax France X raised in 2020 (hard cap:
€1.4bn) and Apax Development, a €255m fund specialised in
the small-cap segment in France.
The funds managed and advised by Apax Partners SAS
total more than €4bn. They finance the long term growth of
medium-sized (enterprise values of €100m to €500m) and
small cap (€50m to €100m) companies in continental Europe.
For more information
please visit:
www.apax.fr
Apax Partners LLP
London-based Apax Partners LLP is one of the world’s
foremost private equity firms. Apax Partners LLP invests in
Europe (outside France), North America and the principal
emerging economies (China, India). It has a team of more
than 120 investment professionals, organised by sector and
located in seven oces (London, New York, Munich, Tel Aviv,
Mumbai, Shanghai and Hong Kong).
The funds managed and advised by Apax Partners LLP total
more than $60bn. They finance the long-term growth of
large companies with a value between €500m and €3bn. The
most-recently raised funds are Apax VIII LP, raised in 2013
($7.5bn), Apax IX LP, raised in 2016 ($9bn), Apax XLP raised
in 2020 ($11.8bn) and Apax Digital (a $1.1bn fund specialising
in technology-intensive companies), raised in 2017.
For more information
please visit: www.apax.com
Business description and activities
Presentation of the Company
ALTAMIR 2020 Universal Registration Document22
1.2.2 ORGANISATION CHARTS
Operational organisation chart as of 31 December 2020
Apax Partners SAS
Management company
Apax Partners LLP
Investment advisor
Amboise Partners SA
Investment advisor
Altamir SCA
Altamir Gérance
General Partner
24.6
%*
50.4
%*
25.0
%*
Legacy portfolio
and co-investment
Apax France VIII-B
Apax France IX-B
Apax France X-B
Apax Development
Apax VIII LP
Apax IX LP
Apax X LP
Apax Digital
2 companies
+ 7 co-investments
12 companies 41 companies
(*) % of the portfolio's fair market value.
NB: Apax Partners SAS and Apax Partners LLP are independent entities with no cross-shareholdings or legal relationships between them or with Altamir Gérance,
Amboise Partners SA, Amboise SAS and Maurice Tchenio.
Shareholders as of 31 December 2020
Amboise Partners SA
Chairman and CEO:
Maurice Tchenio
Investment advisor
Altamir SCA
Chairman of the
Supervisory Board:
Jean-Hugues Loyez
Altamir Gérance
Chairman and CEO:
Maurice Tchenio
Managing General Partner
Amboise SAS
100% owned by
Maurice Tchenio’s family
Shareholders
(public)
0.6
%
35.0
%
99.9
%
99.9
%
64.4
%
Business description and activities
Presentation of the Company
ALTAMIR 2020 Universal Registration Document 23
THE PORTFOLIO
As of 31 December 2020, Altamir’s portfolio was valued (IFRS basis) at €1,266.7m,
vs €1,059.6m as of 31 December 2019. It was composed of 55 companies (vs 51 as of
31 December 2019), including 46 unlisted companies (approx. 98% of portfolio fair
value) and nine listed companies (Duck Creek Technologies, Verint Systems, KAR Global,
TietoEVRY, Guotai, Huarong, Manappuram, Shriram, Zensar).
The portfolio did not include Crystal, Mentaal Beter and Azentio Software,
as these acquisitions were not finalised in 2020. Conversely, it included Boats Group,
as the sale of that company was finalised in February 2021.
During 2020, the companies in Altamir's portfolio posted an increase of 13.1%
in their average EBITDA, weighted by the residual amount invested in each company.
Business description and activities
Presentation of the Company
ALTAMIR 2020 Universal Registration Document24
1.2.3 PORTFOLIO AT 31 DECEMBER 2020
As of 31 December 2020, Altamir’s portfolio of residual investments broke down as follows, by company:
TMT
(Technology-Media-Telecom)
Year of
investment
Percentage interest
in the underlying
operating company
Residual cost
(in ¤k)
Stage of
developpment
Marlink
(1)
2016 27.52% 47,382 LBO
InfoVista
(1)
2016 23.13% 42,189 LBO
Expereo 2018 16.63% 37,641 LBO
Odigo
(1)
2020 19.11% 36,697 LBO
Graitec
(1)
2020 20.30% 34,447 LBO
Bip 2018 18.76% 32,389 LBO
Destiny 2020 22.94% 28,037 LBO
Vocalcom 2011 18.54% 10,709 Growth Capital
Inmarsat 2019 5.80% 7,624 LBO
Paycor 2018 0.85% 7,133 LBO
ThoughtWorks
(1)
2017 2.27% 6,943 LBO
Coalfire 2020 1.69% 5,004 LBO
Genius Sports Group 2018 1.09% 4,157 LBO
MyCase 2020 1.84% 3,241 LBO
Fractal Analytics 2019 0.92% 2,950 LBO
Verint Systems
(2)
2020 0.11% 2,643 LBO
Attenti 2017 1.70% 2,448 LBO
Zensar Technologies
(2)
2015 0.22% 1,169 LBO
ECi Software Solutions 2017 0.33% 1,046 LBO
TietoEVRY
(2)
2015 0.16% 5 LBO
Duck Creek Technologies
(2)
2016 0.28% 0 LBO
313,853
HEALTHCARE
Unilabs 2017 1.01% 9,542 LBO
Candela 2017 1.62% 5,860 LBO
Vyaire Medical 2016 0.96% 5,412 LBO
InnovAge 2020 0.88% 5,224 LBO
Healthium MedTech 2018 1.66% 3,121 LBO
Kepro 2017 1.42% 2,841 LBO
Ideal Protein 2015 0.63% 153 LBO
32,153
(1) Co-investments.
(2) Listed companies.
n.s.: not significant.
Business description and activities
Presentation of the Company
ALTAMIR 2020 Universal Registration Document 25
SERVICES
Year of
investment
Percentage interest
in the underlying
operating company
Residual cost
(in ¤k)
Stage of
developpment
Entoria
(1)
2017 17.09% 48,763 LBO
AEB 2018 23.98% 38,801 LBO
Assured Partners 2019 0.41% 8,945 LBO
Authority Brands 2018 1.55% 5,794 LBO
KAR Global
(2)
2020 0.00% 5,333 LBO
Tosca Services 2017 1.21% 5,108 LBO
SafetyKleen 2017 1.54% 4,485 LBO
Lexitas 2019 1.40% 3,952 LBO
Guotai Junan Securities
(2)
2017 0.04% 3,800 LBO
Shriram City Union Finance
(2)
2015 0.22% 3,601 Growth Capital
Baltic Classifieds Group 2019 1.42% 3,315 LBO
Quality Distribution 2015 0.72% 2,412 LBO
ADCO Group 2019 1.09% 1,843 LBO
Gama Life 2019 1.39% 1,362 LBO
Manappuram Finance
(2)
2017 0.17% 1,217 LBO
Boats Group 2016 1.56% 984 LBO
Huarong
(2)
2014 n.s. 416 LBO
140,133
CONSUMER
THOM Group 2010 21.50% 88,653 LBO
Alain Aelou 2012 12.32% 41,850 LBO
Snacks Développement
(1)
2013 25.00% 38,182 LBO
Sandaya 2016 9.62% 21,620 LBO
Trade Me 2019 1.03% 9,918 LBO
MATCHESFASHION.COM 2017 1.03% 8,124 LBO
Cadence Education 2020 1.87% 7,725 LBO
Wehkamp 2015 0.96% 3,273 LBO
Cole Haan 2013 1.02% 1,832 LBO
Huayue Education 2019 0.49% 1,363 LBO
222,541
FUNDS INVESTMENTS
Apax Devt. Fund 2018 7.27% 4,814
Apax Digital Fund 2018 0.49% 2,491
7,305
TOTAL 715,985
(1) Co-investments.
(2) Listed companies.
n.s.: not significant.
Business description and activities
Presentation of the Company
ALTAMIR 2020 Universal Registration Document26
1.2.4 COMPOSITION OF THE PORTFOLIO AT FAIR VALUE
Top 16 companies
The 16 largest investments represent 80% of the portfolio’s
total value as of 31 December 2020. They are presented in
detail in the next pages.
Other companies
The 39 other investments represent 20% of the portfolio’s total
value as of 31 December 2020.
They are presented briefly in the sub sector pages. The revenue
indicated was converted based on the closing exchange rate
as of 31/12/2020.
HEALTHCARE
SERVICES CONSUMER
TMT
CONTENTS
INVESTMENTS
Investments in the Apax Development and Apax Digital funds p. 51
TELCO
l
Other company p. 36
l
Marlink p. 37
l
Expereo p. 38
l
Destiny p 39
BtoB SERVICES
l
Other companies p. 40
l
AEB p. 41
FINANCIAL SERVICES
l
Other companies p. 42
l
Entoria p. 43
ONLINE MARKETPLACES
ll
Other companies p. 44
CONSUMER
l
Other companies p. 45
l
THOM p. 46
l
Snacks Dev p. 47
l
Alain Aelou p. 48
l
Sandaya p. 49
HEALTHCARE
l
Other companies p. 50
SOFTWARE SOLUTIONS
l
Other companies p. 30
l
InfoVista p. 31
l
Odigo p. 32
l
Graitec p. 33
l
Paycor p. 34
l
Vocalcom p. 35
TECH-ENABLED SERVICES
ll
Other companies p. 27
l
Bip p. 28
l
ThoughtWorks p. 29
PORTFOLIO COMPANIES
Business description and activities
Presentation of the Company
ALTAMIR 2020 Universal Registration Document 27
Tech-enabled services
TOP 16 COMPANIES
+
See following pages for more information
Breakdown by company
(in % of fair value)
€
52.4
m
Residual cost
7.3
%
of the portfolio
€
181.6
m
Fair value
14.3
%
of the portfolio
2.5 years
Average holding
period
+
40.1
%
Growth in
EBITDA*
+€
52.1
m
Value creation
in 2020
INVESTMENT THESIS
Businesses driven by demand for data and digital
transformation.
Companies in the sector have potential for margin growth
through retention of customers and SG&A cost reduction.
2020 HIGHLIGHTS
Very good overall performance of the sector against the
background of the Covid-19 pandemic, except for activities
related to retail and tourism.
Activities related to on-site services (Lexitas) particularly
impacted during the Q2 lockdown.
End-2020 valuation multiples higher than before the
Covid-19 crisis.
IT services listed company providing software
and consulting services, principally in digital
transformation, to international companies, mostly
in the retail, insurance and technology sectors.
A listed company leader in IT services in Sweden and Norway,
particularly well positioned among mid-caps and in the
fintech segment.
€
455
m
ANNUAL REVENUE
€
2,617
m
ANNUAL REVENUE
IT services provider specialised in
reducing the risk of cyber attacks, in
particular for companies providing
SaaS services.
One of the leading US providers
of technological litigation support
services for law firms, insurance
companies and corporate legal
departments.
Mumbai-based IT services company
specialised in resolving complex
problems, with expertise in artificial
intelligence and machine learning.
OTHER COMPANIES
€
144
m
ANNUAL REVENUE
€
95
m
ANNUAL REVENUE
€
109
m
ANNUAL REVENUE
49%
BIP
<1%
Zensar
Technologies
40%
ThoughtWorks
4%
Coalfire
3%
Fractal
Analytics
2%
TietoEVRY
2%
Lexitas
7
companies
* Excluding Coalfire, Fractal, Zensar and TietoEvry.
Business description and activities
Presentation of the Company
ALTAMIR 2020 Universal Registration Document28
COUNTRY
Italy
FAIR
VALUE
€
88.4
m
% OF THE PORTFOLIO
AT FAIR VALUE
7.0
%
DATE OF
INVESTMENT
2018
RESIDUAL
COST
€
32.4
m
SECTOR
1. Business description
BIP is a management, IT and digital transformation consulting
firm, born as a spin-o from Deloitte in 2003. It is the 4
th
largest
consulting company in Italy, the country that still generates
the majority of revenues. With over 3,300 employees, BIP
serves more than 800 clients, with most revenues coming
from large blue-chip clients in various industries including
TMT, Energy & Utilities, Public Sector and Financial Services.
2. Investment rationale
BIP addresses a growing market, focusing notably on Italy,
which is catching up with other European consulting markets
with annual growth of 7% since 2013 and over 5% expected
in the coming years.
BIP enjoys a dierentiated positioning between traditional
management consulting and IT services, with a strong
emphasis on digital transformation. This has allowed it to
significantly outpace the growth in the Italian consulting
market. Its business model is particularly ecient with high
utilization rates and limited SG&A and marketing spend.
As a result, its solutions are profitable, and its sta quality
remains high.
3. Sources of value creation
Our investment thesis relies on BIP’s proven positioning
and digital edge, which it uses to outperform the Italian
market while continuing to develop digital practices and an
international presence, notably through bolt-on acquisitions.
4. Achievements
BIP’s positive trend continued in 2020 despite the Covid
outbreak, as:
• all consultants and sta have been able to work remotely
and eciently, leveraging collaborative tools;
• no ongoing client engagements were halted, and no billing
issues occurred;
• utilization rates were maintained; average sales per day
decreased slightly.
Digital revenues grew by 32% in 2020 vs. 2019, now
representing ca. 29% of the company's total revenues.
BIP closed its largest-ever acquisition in July: Chaucer
Consulting, which significantly strengthens the group’s
position in the UK, brings a US foothold and increases the
share of international revenue. In November, Chaucer acquired
a UK-based digital consulting firm.
5. Performance
In 2020 BIP continued to outperform its budget and business
plan, with year-on-year pro-forma growth in revenue and
EBITDA of ca. 18% and 26%, respectively.
6. Exit
The company’s track record of robust growth, excellent
operating performance and strong cash conversion should
be highly attractive at exit. Exit routes include IPO, tertiary
LBO and trade sale.
www.businessintegrationpartners.com
Business description and activities
Presentation of the Company
ALTAMIR 2020 Universal Registration Document 29
DATE OF
INVESTMENT
2017
RESIDUAL
COST
€
6.9
m
SECTOR
COUNTRY
United States
FAIR
VALUE
€
72.1
m
% OF THE PORTFOLIO
AT FAIR VALUE
5.7
%
1. Business description
ThoughtWorks is a leading digital transformation and
software development company which helps businesses solve
complex technology problems. Headquartered in Chicago, IL
(USA), the company operates in 17 countries with more than
45 oces worldwide and over 8,000 employees globally.
Specialising in the design and delivery of customised software
to Fortune 1000 companies, ThoughtWorks is considered a
thought leader in the industry and tackles the most complex
digital transformation problems for its clients. The Apax
Funds acquired ThoughtWorks in October 2017.
2. Investment rationale
The Apax Funds’ track record as a large investor in the Tech-
enabled Services sub-sector was critical in bringing the
deal to fruition. Having supported the growth ambitions of
a number of similar companies globally, Apax saw that the
digital transformation sector is both large and fast-growing, as
companies are increasingly investing in digital transformation
to stay competitive. Within this market, ThoughtWorks has
a dierentiated, market-leading position thanks to its well-
respected brand, history of being an innovative thought
www.thoughtworks.com
leader, and talent. The investment thesis is to back a business
at the forefront of digital transformation to accelerate growth
and capitalise on margin improvement opportunities, as well
as preserving ThoughtWorks’s unique culture to recruit the
best talent and sustain market dierentiation.
3. Sources of value creation
Apax will seek to apply the best practices developed from
prior investments in this category to ThoughtWorks. In
particular, Apax sees opportunities to accelerate growth,
including through better account management practices,
margin improvement, and a more focused sales & marketing
strategy.
4. Achievements
To date, Apax has undertaken a number of initiatives in
partnership with management. These include: i) improving
account management and mining capabilities to strengthen
the demand pipeline; ii) recruiting best-in-class talent,
including leadership upgrades to strengthen specific
geographical teams; iii) making focused investments in new
technology capabilities to strengthen ThoughtWorks’s market
dierentiation and accelerate growth; iv) scaling support
teams, particularly finance, to support continued growth,
and v) improving eciency in general-and-administrative
expenses and boosting margins, a eort supported by Apax’s
Operational Excellence Practice.
5. Performance
ThoughtWorks continued to grow in 2020, with Professional
Services revenue up 8% (at constant currency) despite the
impact of Covid-19 earlier in the year. While sectors such as
travel and retail have been aected by the pandemic, the
company has benefited from its positioning in segments
considered strategic by its customers and from its
predominant exposure to large, geographically-diversified
companies with a sound financial condition.
Most countries have seen double-digit revenue growth,
except China, Australia and Brazil.
EBITDA margin improvement has been mainly driven by
SG&A cost savings.
6. Exit
The exit route of ThoughtWorks shall be an IPO, with a pre
IPO process engaged.
Business description and activities
Presentation of the Company
ALTAMIR 2020 Universal Registration Document30
Software solutions
€
142.3
m
Residual cost
19.9
%
of the portfolio
€
222.6
m
Fair value
17.6
%
of the portfolio
2.5 years
Average holding
period
83.8
%
Growth in
EBITDA*
€
59.0
m
Value creation
in 2020
TOP 16 COMPANIES
+
See following pages for more information
OTHER COMPANIES
Second-largest SaaS software vendor serving the US property
& casualty insurance market.
Listed company with approx. 1,200 employees on 10 sites
(United States, United Kingdom, Spain, India, Australia).
€
177
m
ANNUAL REVENUE
Carve-out from AppFolio, specialised in software
solutions in SaaS mode for legal professions
(management, invoicing, reporting and payment
solutions).
€
29
m
ANNUAL REVENUE
World's third-largest company
providing sports organisations with
software solutions for capturing
data in real time.
More than 500 client organisations
worldwide.
€
129
m
ANNUAL REVENUE
Listed company. Customer engagement
business (carve-out) specialised in
software for improving the performance
of contact centre employees.
Transition to SaaS solutions generating
significant growth potential.
€
690
m
ANNUAL REVENUE
Leading US provider of enterprise
resource planning (ERP) software
solutions to small- and medium-
sized businesses (SMBs) across the
manufacturing, building & construction,
retail, and on-site & IT services industries.
€
252
m
ANNUAL REVENUE
INVESTMENT THESIS
Businesses driven by migration to SaaS models, with
contracts in the form of subscriptions (instead of licences),
generating recurring revenue.
Apax has experience in carve-outs (Duck Creek, Verint
Systems and MyCase).
Excluding Graitec and Odigo (which are valued at cost as they
were acquired in 2020), the fair value of Software solutions as
of 31/12/2020 is €151.5m for a €71.1m residual cost.
2020 HIGHLIGHTS
Very positive trends overall in the sector against the
background of the pandemic:
• Strong growth in activities related to critical company
applications and to ERP and cybersecurity.
• Widespread teleworking generating robust demand for
communication solutions.
• Decline in licence and service revenue.
Breakdown by company
(in % of fair value)
31%
InfoVista
16%
Odigo
15%
Graitec
10%
Paycor
2%
ECI
2%
My Case
2%
Verint
6%
Duck Creek
Technologies
6%
Genius Sports Group
10%
Vocalcom
10
companies
* Excluding Odigo, MyCase and Verint.
Business description and activities
Presentation of the Company
ALTAMIR 2020 Universal Registration Document 31
DATE OF
INVESTMENT
2016
RESIDUAL
COST
€
42.2
m
SECTOR
COUNTRY
France
FAIR
VALUE
€
69.3
m
% OF THE PORTFOLIO
AT FAIR VALUE
5.5
%
1. Business description
InfoVista is a leading software provider of network/application
performance solutions. Since the purchase of TEMS in
September 2016, the company has become truly global with
balanced geographical exposure between North and South
America (ca. 35%), Europe (ca. 35%, of which less than 10% in
France), Asia, Middle-East and Africa (ca. 30%).
InfoVista focuses on four main solutions:
• TEMS: The worldwide software leader in network testing
and measurement for mobile operators;
• Service Assurance (SA): Network performance visibility,
monitoring and control solutions, mainly to Communication
Service Providers (CSPs);
• Network Planning & Optimisation (NPO): Solutions for
network design & planning, and optimisation, mainly to
mobile operators; and
• Application Performance Guarantee (APG): Ipanema’s
SD-WAN solution, launched in 2019, consisting of solutions
for application performance visibility, monitoring and
control, mainly to Enterprises and CSPs.
2. Investment rationale
InfoVista is a leading worldwide software provider in network
and application performance solutions with premium
positioning and offering real added value to clients. The
top10 world telecom operators are all clients of InfoVista.
www.infovista.com
The company addresses a growing market. Telecom operators
are spending increasing amounts on network planning and
optimisation as well as on service assurance due to the
continued rollout of new technologies. Meanwhile, given the
complex networks and multitude of applications used by
IT-intensive enterprises, there is a growing need for more
ecient enterprise application performance management.
InfoVista’s business model is resilient, with (i) a diverse and
stable client portfolio of over 1,200 customers, (ii) more than
50% of revenue generated by recurring maintenance, (iii) 70-
80% penetration among Tier 1 telecom operators, and (iv) an
asset-light business model with strong cash generation.
In addition, the company has an extensive international
footprint, with a direct presence in about 20 countries and
products distributed in more than 120 countries. It has a strong
buy-and-build track record and numerous opportunities to
acquire new technologies and/or enter adjacent markets by
pursuing its build-up strategy.
3. Sources of value creation
Apax’s investment thesis is to (i) help InfoVista further
harness revenue synergies with the Ipanema business
(acquired in 2015), (ii) pursue a buy-and-build strategy, and
(iii) turn InfoVista into a clear market leader in mobile and
fixed-network performance optimisation.
4. Achievements
In 2017, the company successfully implemented a restructuring
plan to (i) fully integrate TEMS’s activities, (ii) generate
significant cost synergies in the new organisation, and (iii)
strengthen its management and sales & marketing teams.
Since 2018, InfoVista has been focused on revamping the Sales
& Marketing organisation to invigorate its businesses.
In January 2019, Jose Duarte was appointed as the new CEO of
the company to accelerate InfoVista’s growth and profitability
through a new strategic plan over the next few years.
In July 2019, the company put in place a new sales
organisation, moving from a geography-centric model to a
customer/solution-centric one, built around two business
units (Global Enterprise and Global Networks), which will
scale up and take the company on the next wave of growth,
notably in SD-WAN and 5G.
5. Performance
Over the first six months of 2020/21, revenue declined by 6%,
principally because the pandemic restricted the Maintenance
and Services business, while the Global Network business
unit, supported by the development of activities related to
the deployment of 5G networks, turned in a performance in
line with budget.
Owing to cost rationalisation eorts, EBITDA was up 15%
during the period.
6. Exit
The combination of a resilient business model, strong
growth, excellent operational performance, and high cash
flow conversion should be highly attractive at exit for both
financial and trade buyers.
Business description and activities
Presentation of the Company
ALTAMIR 2020 Universal Registration Document32
DATE OF
INVESTMENT
2020
RESIDUAL
COST
€
36.7
m
SECTOR
COUNTRY
France
FAIR
VALUE
€
36.7
m
% OF THE PORTFOLIO
AT FAIR VALUE
2.9
%
1. Business description
Odigo is a leading European CCaaS (Contact Center as a
Service) software editor with a unique positioning focusing
on large Contact Centers (250+ seats).
Odigo oers an advanced technology platform developed
with in-house modules (e.g. inbound voice, IVR, routing
engine) and fully open to best-of-breed third-party features
(e.g. Google AI), supported by end-to-end services.
The company benefits from a recurring cloud business backed
by a sticky blue-chip customer base in ca. 20 countries.
Odigo has ca. 650 employees across five main locations:
France, Spain, UK, Benelux, Germany.
2. Investment rationale
Odigo is positioned on the fast-growing and relatively
fragmented CCaaS market. The company is a leading
European player providing advanced omni-channel solutions
with strong competitiveness in terms of ease of integration,
strong reputation/track record and superior User Interface/
Experience.
Odigo enjoys a recurrent business model, with more than
90% of its revenue consisting of recurrent cloud revenue
generated by software and Telco. The company suers very
limited churn, as its solutions are entrenched in its customers’
IT systems.
Transformation into a pure SaaS model is ongoing so as to
extract significant gross margin improvement. Odigo is led
by a sound management team fully able to conduct this
ambitious transformation.
3. Sources of value creation
Apax intends to create value by completing Odigo’s ongoing
transformation into a pure SaaS model and establishing
the company as the leading European CCaaS player. Apax
also wants to accelerate Odigo’s growth in Europe, notably
in the UK, on the back of increased brand recognition and
strong references. Lastly, digitalisation should create value by
expanding the product oering to include innovative digital
features (i.e. AI) and improving the efficiency of internal
operations.
4. Achievements
The deal was closed on 30 December 2020.
The ongoing transformation plan is on track with initial beta
testers of public cloud hosting and a one-release version
ready for new clients from 2021 onwards. Odigo continues
to strengthen its position in the UK, having recently landed
several large deals.
Following acquisition by Apax, Odigo’s board was
strengthened with the arrival of two independent members
with strong SaaS experience.
5. Performance
Odigo’s revenue advanced by 5% in 2020 and its EBITDA
remained stable, against the background of the pandemic.
6. Exit
The investment thesis aims at creating a pure, pan-European
SaaS player. At exit, Odigo will thus be attractive to both
strategic and financial buyers.
www.odigo.com
Business description and activities
Presentation of the Company
ALTAMIR 2020 Universal Registration Document 33
DATE OF
INVESTMENT
2020
RESIDUAL
COST
€
34.4
m
SECTOR
COUNTRY
France
FAIR
VALUE
€
34.4
m
% OF THE PORTFOLIO
AT FAIR VALUE
2.7
%
1. Business description
Founded in 1986, Graitec is a leading software provider and
value-added reseller (VAR) of solutions for the fast-growing
BIM market. It is the #3 VAR worldwide for Autodesk products,
#2 in Europe with ca. 102k subscribers, and a leading provider
of proprietary software solutions for BIM professionals and
their ca. 57k clients, most of whom are on recurrent contracts.
Initially a pure software provider, Graitec repositioned
following the sale of part of its software portfolio to Autodesk
(the leading provider of BIM software globally) in 2013. It then
rapidly expanded through organic growth and small bolt-ons,
with sales reaching €126m in 2020.
The company has now developed a complete proprietary
software suite around four lines (Create, Simulate, Fabricate,
Manage):
• create is composed mostly of Autodesk add-ons that enable
users to be more eective in their project management;
• simulate is Graitec’s historical, core solution. This market is
fragmented, and Graitec is a clear leader in France;
• fabricate is an ERP solution that enable steel and concrete
manufacturers to implement BIM;
• manage oers ISO-compliant information and document
sharing.
2. Investment rationale
Led by a visionary entrepreneur, Graitec operates in the
buoyant €6.4bn BIM market. Supported by very favourable
trends, the market is expected to grow by ca. 17% p.a., as the
construction industry is under-digitalised and productivity
growth is low. BIM is central to the digital transformation of
the construction sector, as it replaces siloed communication
between stakeholders with a collaborative 3D building model
enriched by specific add-ons for each line of work.
Graitec’s business model is resilient, with i) a diverse client
portfolio, ii) ca. 75% recurrent revenues (subscription or
maintenance) and iii) an asset-light business model with
strong cash flow generation and negative working capital.
In addition, the company has an extensive international
footprint, with a direct presence in about 20 countries.
It has a strong buy-and-build track record and numerous
opportunities to acquire additional VARs or new technologies
to complement its portfolio of services.
3. Sources of value creation
Our investment thesis is to turn Graitec into the leading non-
US BIM player by leveraging its high-growth VAR business
to accelerate the roll-out of its own software solutions and
through targeted acquisitions. External growth will be focused
on i) complementary software players that could reinforce the
Graitec portfolio and ii) local VAR businesses that could be
acquired at attractive prices and integrated eciently on the
Graitec platform.
4. Achievements
Ten months after our investment in the company, management’s
eorts have been focused mainly on protecting employees,
customer relationships, liquidity and profitability, in the context
of the Covid outbreak. Nevertheless, management is currently
preparing for the next phase, with the following steps:
• Strengthen the organisation by hiring several key managers
(e.g., Chief of Sta, UK Country manager);
• Launch an ambitious programme to transform the
organization, in particular to foster cross-selling of Graitec’s
own IP on its Autodesk customer base, and accelerate the
development of its own software solutions;
• Acquire a UK Autodesk reseller; and
• Set up a digital plan to accelerate process automation and
prepare products to cloud.
5. Performance
Sales increased by 7% during 2020 (3% organically), with a
contrasting breakdown: resales of Autodesk Platinum and
Gold solutions, sold as subscriptions, performed well and
oset the decline in the sales of proprietary software and
services, which suffered from pandemic-induced project
postponements.
EBITDA was down slightly (1%) because of an unfavourable
product mix.
6. Exit
The combination of a recurrent business model, fundamental
market growth, strong organic performance and high cash
flow conversion should be highly attractive at exit to both
financial and trade buyers. An IPO will also be considered
depending on size at that time.
www.graitec.com
Business description and activities
Presentation of the Company
ALTAMIR 2020 Universal Registration Document34
COUNTRY
United States
FAIR
VALUE
€
22.3
m
% OF THE PORTFOLIO
AT FAIR VALUE
1.8
%
DATE OF
INVESTMENT
2018
RESIDUAL
COST
€
7.1
m
SECTOR
1. Business description
Paycor is a leading provider of payroll and HR-related software
to small and medium-sized businesses in the United States.
The company’s product oering includes recruitment and
onboarding, benefits administration, and time and attendance
tracking services to help ensure key HR processes run
smoothly. Headquartered in Cincinnati, Ohio, Paycor works
with circa 28,000 customers and has circa 1,800 employees.
2. Investment rationale
Apax has significant experience in the software sub-sector
with Paycor representing the eighth Apax Funds investment
in this market since 2008. Leveraging insights gained from
prior investments, the team identified the payroll and human
capital management software market as attractive due to
its size, growth rate, fragmentation, and increasing adoption
of cloud-based solutions replacing legacy and/or in-house
oerings. Within this market, Paycor stood out due to the
breadth of its product offering, track record of organic
growth, and customer-centric approach.
3. Value creation levers
The investment thesis is to accelerate organic growth through
investment in sales & marketing, product innovation and
infrastructure to capture further market share. There is also an
opportunity for margin improvement as the business scales
up, as well as M&A.
4. Achievements since the acquisition
The acquisition of Paycor was completed in November 2018.
Since then, Apax has been engaged with the company on
several key initiatives. These have included: i) building out
key leadership positions (e.g. the CEO/Founder transitioned
to Chairman and a new CEO was recruited); ii) a focus on
improving sales productivity; iii) leveraging the skills of
Apax’s Operational Excellence Practice to accelerate its
digital marketing efforts, and iv) strategic tuck-in M&A
(e.g. the acquisition of Ximble, a cloud-based employee
scheduling solution, to strengthen Paycor’s time & attendance
module).
5. Performance
After a material slowdown in demand for its payroll and HR
management services during the first half of the year (due to
the rise in unemployment caused by the Covid-19 epidemic),
Paycor's activity rebounded strongly since July. In the second
half of the year, bookings grew 27% year on year.
6. Exit
The likely exit path for Paycor is an IPO, for which the company
has started to prepare.
www.paycor.com
Business description and activities
Presentation of the Company
ALTAMIR 2020 Universal Registration Document 35
DATE OF
INVESTMENT
2011
RESIDUAL
COST
€
10.7
m
SECTOR
COUNTRY
France
FAIR
VALUE
€
21.5
m
% OF THE PORTFOLIO
AT FAIR VALUE
1.7
%
www.vocalcom.com
1. Business description
Vocalcom is a software and multi-channel technology
provider for customer contact centres.
Founded in 1995 by a visionary entrepreneur, Vocalcom
currently provides a diversified set of solutions and services
built around its core software product, Hermes, to over 1,000
customers across ca. 50 countries: SaaS/Cloud, license
sales, maintenance, associated services (settlement, training,
consulting etc.).
Headquartered in Paris, the company employs over 200
people and generates more than 60% of its sales outside of
France, particularly in fast-growing emerging markets such as
Brazil and North Africa.
The company has experienced a positive transformation both
in terms of management reorganization and business model
migration from Licence towards SaaS/Cloud.
2. Investment rationale
Vocalcom enjoys a superior software oering that allows
corporate clients to:
• manage their customer contact centre;
• improve the customer service quality of their contact
centres through the integration of a range of communication
channels including telephone, email, SMS, Web Chat, mobile
terminals and social media; and
• optimise the productivity of customer service teams (e.g.
planned telemarketing campaigns).
The investment thesis was to accelerate Vocalcom’s
international growth and make it an internationally
recognised leader in the fields of multichannel contact centre
management and customer relations.
3. Sources of value creation
At the time of the investment, Vocalcom had a licence-based
business model meaning revenues were recognised up-front
when contracts were signed while in a SaaS model, revenues
are subscription-based and are recognised over the life of the
contract.
Owing to this migration from a licence-based to a subscription-
based model (SaaS/Cloud), recurrent business now represents
ca. 70% of total revenue which creates high visibility.
Vocalcom now has a sound platform it can use to build
significant strategic value by capturing the growth in the SaaS/
Cloud markets, which are enjoying high customer demand.
4. Realisations
Between 2012 and 2018, Apax, Vocalcom’s founder and
managers conducted follow-on investments to accelerate the
development of the company.
In 2015 management was reorganised, with a new CEO and
a new Chairman.
In December 2019, Vocalcom sold Opportunity, its automated
customer interaction subsidiary, to focus on the core SaaS/
Cloud business and accelerate future growth.
5. Performance
Vocalcom posted good performance against the background
of the pandemic. Its revenue held steady in 2020, driven
by SaaS-mode activities, which grew by 7%, osetting the
decline in licence-based sales, services and hardware, which
suffered from the pandemic. Vocalcom has refocused on
SaaS/cloud activities, invoiced on a subscription model. This
business generated half of Vocalcom’s revenue in 2020, giving
the company increased visibility.
6. Exit
With the business progressing both operationally and
financially, Apax may consider a full exit if the appetite
expressed by potential acquirors materialise.
Business description and activities
Presentation of the Company
ALTAMIR 2020 Universal Registration Document36
Telco
Breakdown by company
(in % of fair value)
€
120.7
m
Residual cost
16.9
%
of the portfolio
€
315.8
m
Fair value
24.9
%
of the portfolio
2.7 years
Average holding
period
26.3
%
Growth in
EBITDA
€
68.1
m
Value creation
in 2020
INVESTMENT THESIS
Demand for communication solutions driven by (i) sharp
rise in mobility worldwide, (ii) internationalisation of
companies, and (iii) exponential increase in data-related
bandwidth consumption.
Apax has robust expertise in the sector:
• Vizada’s civilian activities sold to Airbus in 2011, then
acquired by Apax in 2016 as part of Marlink.
• Investments in Inmarsat from 2003 to 2006 and in
Intelsat from 2004 to 2007.
Recurrent revenue, subscription invoicing model.
2020 HIGHLIGHTS
Very good overall performance in 2020, despite the
slowdown in transport-related activities.
Companies moving upmarket, with a growing range of
high value-added services:
• Cloud acceleration and SD-WAN solutions to increase
network performance and flexibility (Expereo).
• Marlink developing value-added services to increase
revenue per user (ARPU) and increase customer loyalty.
Integration of Destiny in the portfolio, first build-up.
Post-closing: sale of part of the capital of Expereo to
Vitruvian Partners, with Apax remaining a minority
shareholder in the company via the Apax France IX fund.
TOP 16 COMPANIES
Leading provider of satellite communications
solutions (voice and data), acquired by Apax
Partners LLP in 2019 as part of a four-investor
consortium.
Based in the United Kingdom, Inmarsat has more
than 1,800 employees throughout the world.
With two geostationary constellations and
14 satellites, Inmarsat equips the maritime and
airborne sectors, as well as isolated terrestrial
locations.
In 2020, the business was resilient overall with
respect to the crisis, except for the airborne sector.
Cost-cutting dampened the impact of lower sales
on EBITDA.
OTHER COMPANY
€
1,037
m
ANNUAL REVENUE
+
See following pages for more information
3%
Immarsat
12%
Destiny
29%
Expereo
56%
Marlink
4
companies
Business description and activities
Presentation of the Company
ALTAMIR 2020 Universal Registration Document 37
1. Business description
Marlink is one of the world’s leading providers of satellite
communication services. The company serves the world’s
maritime sectors, in addition to thousands of users in the
mining, energy and humanitarian sectors who operate
in challenging environments and are in need of highly
reliable mobile and fixed connectivity services. Operating
in 14 countries across Europe, Asia, the Middle East and the
Americas, Marlink distributes its products and services either
directly or through an extensive network of approximately
400 re-sellers worldwide.
2. Investment rationale
Marlink is a world leader in commercial satellite communication
services. It encompasses the commercial division of Vizada, a
former Apax/Altamir portfolio company sold to Airbus Group
in 2011. The company operates mainly in the maritime business
sector, where it is a global leader, but it also oers terrestrial
solutions. Revenue expansion is expected though increasing
exposure to the fast-growing and attractive maritime Ka- and
Ku-band VSAT market. Marlink is well positioned to capture
market growth by leveraging its (i) exhaustive product
portfolio, (ii) global distribution network, and (iii) large and
diversified customer base.
www.marlink.com
3. Sources of value creation
Our investment thesis is based on several drivers of value
creation: (i) accelerating VSAT delivery; (ii) developing
value-added services beyond connectivity to increase
ARPU (Average Revenue Per User) and customer retention;
(iii) focusing on Land core verticals (onshore Oil & Gas, Mining,
Media and Humanitarian); (iv) driving profitability through
operational eciencies and the outsourcing of installation
and maintenance activities; and (v) consolidating a highly
fragmented industry.
4. Achievements
Marlink has actively pursued its strategy to grow, both
organically and through acquisitions. In November 2016
(six months after its acquisition by Apax), Marlink bought
the Italian company Telemar, creating the world’s leading
communications, digital solutions and servicing group in the
maritime sector. The new group serves more than one in three
vessels operating globally.
In 2017, the company acquired Palantir, the Norwegian
specialist in onboard IT solutions, and two service providers:
RadioHolland (400 VSAT-installed vessels in the shipping
segment) and LiveWire (45 VSAT-installed vessels in the
yachting segment).
In 2018, Marlink completed the acquisition of OmniAccess,
the leading provider of broadband connectivity services and
solutions to superyacht and high-end boutique cruise line
customers.
In December 2020, Marlink signed a deal to acquire ITC
Global, which was a direct competitor and will strengthen
Marlink’s Energy Enterprise division.
Marlink now operates as the worldwide leader in maritime
VSAT services with annual sales of close to $500m, about
1,000 employees and an installed base of more than 6,400
VSAT vessels.
5. Performance
Marlink continued to accelerate the development of higher-
margin VSAT services, while the legacy, MSS-technology-
based business gradually continued to decline. Telemar was
successfully integrated and positively contributed to Marlink’s
VSAT expansion by acquiring new subscribers and migrating
existing subscribers to Marlink’s network. The Land division
has been demonstrating very solid performance and strong
sales momentum since recruiting a new manager in 2017.
Marlink enjoyed a robust performance in 2020 despite the
Covid-19 pandemic, with a limited, 2% decline in revenue and a
4% rise in EBITDA vs. 2019.
6. Exit
In the context of ongoing market consolidation, Marlink could
be a good candidate either for a strategic buyer seeking to
reinforce its presence in the maritime sector or a financial
investor attracted by Marlink’s leadership position and growth
potential.
COUNTRY
France
FAIR
VALUE
€
176.4
m
% OF THE PORTFOLIO
AT FAIR VALUE
13.9
%
DATE OF
INVESTMENT
2016
RESIDUAL
COST
€
47.4
m
SECTOR
Business description and activities
Presentation of the Company
ALTAMIR 2020 Universal Registration Document38
COUNTRY
France
FAIR
VALUE
€
91.8
m
% OF THE PORTFOLIO
AT FAIR VALUE
7.2
%
DATE OF
INVESTMENT
2018
RESIDUAL
COST
€
37.6
m
SECTOR
1. Business description
Expereo is a leading global internet connectivity and managed
services provider, managing over 10,700 unique sites in over
195 countries for more than 1,300 multi-national clients.
Expereo’s core business is sourcing, provisioning and managing
internet connectivity from ca. 3,300 suppliers for multinational
clients. Additionally, Expereo provides high value-added
technology services such as cloud acceleration and SD-WAN,
allowing clients to increase their network performance and
flexibility.
2. Investment rationale
Expereo has leading positions in the very attractive global
cloud services and software-defined networking markets.
These markets are growing, as they are not dependent
on economic cycles but rather are supported by strong
long-term trends: global shift from private networks to
IPnetworks, increasing bandwidth consumption, expansion
of multinational companies.
Expereo offers highly differentiated and innovative value
propositions and technologies. It is managed by a strong team
with a clear strategic vision and which has demonstrated its
ability to execute it. With its unique network of local partners
and its proprietary technology platform, Expereo’s XDN
portfolio is well positioned to help enterprises deliver on the
promise of network agility to drive their digital transformation.
Expereo has a strong track record of performance, having
achieved double-digit sales growth in recent years. The
company has built long-term relationships with an impressive
group of blue-chip clients and business partners. Its business
model is particularly resilient (more than 90% of revenue
being based on subscriptions) and highly scalable with
limited capex requirements.
3. Sources of value creation
The objective is to accelerate Expereo’s growth by enhancing
its product portfolio, realising complementary acquisitions,
and delivering ever-higher standards of excellence in its
global go-to-market execution and service.
4. Achievements
Since the acquisition by Apax Partners SAS in September 2018,
Expereo’s performance has been perfectly on track with its
business plan. Several operational eectiveness and product
enhancement initiatives have been completed, such as:
• several functions have been relocated from the Netherlands
to the Dubai service centre;
• cloud acceleration equipment has continued to be rolled out;
• two senior industry executives have become value-adding
board members: Jose Duarte (CEO of Infovista) and Per
Borgklint (former Head of BU Support Solutions and
President of Ericsson Silicon Valley);
• the management team has been strengthened with a Chief
of Sta (J. van Raak).
In 2020, Expereo significantly strengthened its global
leadership in the indirect and wholesale channels, having
acquired Global Internet and Comsave, a state-of-the-art
technology platform. Headquartered in Amsterdam, Global
Internet is the #2 IP-connectivity aggregator after Expereo.
5. Performance
Despite Covid, Expereo has continued to grow organically
and invest in its operations. In 2020, pro-forma revenue grew
by more than 40% year-on-year. Direct sales outperformed,
now representing 30% of monthly recurring revenue and ca.
75% of the order book. Value-added services such as SD-
WAN and cloud access acceleration (XCA) enjoyed significant
traction as well.
6. Exit
On 27 January 2021, Apax Partners signed an agreement to
sell part of its investment in Expereo to funds managed by
Vitruvian Partners. The deal will be closed in May. The partial
sale crystallises part of the substantial value already created
after only slightly more than two years. It also provides
significant additional financing for Expereo to seize larger
build-up opportunities and support its development in the US,
in order to accelerate and reinforce its leadership position in
its promising nascent industry.
www.expereo.com
Business description and activities
Presentation of the Company
ALTAMIR 2020 Universal Registration Document 39
COUNTRY
Belgium
FAIR
VALUE
€
38.8
m
% OF THE PORTFOLIO
AT FAIR VALUE
3.1
%
DATE OF
INVESTMENT
2020
RESIDUAL
COST
€
28.0
m
SECTOR
www.destiny.be
1. Business description
Destiny, headquartered in Brussels, is a B2B alternative
telecom operator offering a comprehensive connectivity
& telephony (fixed and mobile) layer enriched with Unified
Communications as a Service (UCaaS) and other value-added
services delivered through the cloud. Destiny is the fourth-
largest Belgian telecoms operator and by far the largest
alternative player with a strong focus on SMEs. The company
is also a solid challenger in the Netherlands and France.
2. Investment rationale
Led by a very strong entrepreneurial founding team, Destiny
oers high-quality cloud based and UCaaS communication
services and is the fastest-growing cloud and telecoms player
in the Belgian B2B market.
The company addresses a very attractive business segment,
which is enjoying double-digit growth driven by the increased
adoption of cloud-based services in an underpenetrated
market. Benefiting from its own dierentiated technology and
delivering innovative services, Destiny is ideally positioned to
keep thriving in the European cloud and telecoms market.
The industry is still highly fragmented and oers numerous
build-up opportunities.
3. Sources of value creation
Apax’s objective is to accelerate Destiny’s growth by pursuing
an ambitious acquisition and internationalisation strategy and
strengthening both the organisation and the technological
platform in order to create a pan-European leader in Cloud-
based and UCaaS services.
4. Achievements
In 2020, Destiny completed two acquisitions and obtained
exclusivity on four new ones.
Four major initiatives aimed at improving operational
eectiveness were completed or launched during the year:
• reporting processes and software were strengthened;
• an integration roadmap was developed to support Destiny’s
ambitious build-up strategy;
• governance was strengthened, notably with the recruiting
of two value-adding board members: Cedric Sellin - Apax
Partners SAS technology advisor, and Chris Lebeer, a retired
CEO with significant experience in private equity backed
scale-ups;
• the “Growing the Core” program was launched, focusing on
three “must-win” battles: digitisation, customer satisfaction
and industrialisation of the smart mobile oering.
5. Performance
Destiny posted an excellent performance in 2020. Its sales
rose by 12% and its EBITDA by 26%, including the impact of
build-ups. The Covid-19 crisis revealed the resilience of the
company’s business model. Demand for communications
solutions was robust, as working from home became the
norm, and companies continued to migrate to cloud-based
solutions.
6. Exit
Destiny’s track record of robust growth, its distinctive
technology and its strong business fundamentals (recurrence,
cash conversion) should be highly attractive at exit. Exit
routes include trade sale, tertiary LBO and IPO.
Business description and activities
Presentation of the Company
ALTAMIR 2020 Universal Registration Document40
BtoB Services
€
60.9
m
Residual cost
8.5
%
of the portfolio
€
87,4
m
Fair value
6.9
%
of the portfolio
2.5 years
Average holding
period
14.3
%
Growth in
EBITDA
€
27.9
m
Value creation
in 2020
2020 HIGHLIGHTS
l Service activities relatively resilient during the pandemic
owing to diversified sectoral exposure, flexible cost
structures and leadership positions.
l Good performance of companies operating in public
hygiene (ADCO), food (Tosca) or offering services
particularly well adapted to direct consequences of the
pandemic (Attenti).
INVESTMENT THESIS
Increase in market shares allowing for better optimisation of
flows, with a positive impact on margins for density-driven
companies: SafetyKleen, Tosca, Quality Distribution and
ADCO.
Build-ups are continuing despite the pandemic, in particular
at Tosca (transformative acquisition of Contraload) and
8 transactions for ADCO since its acquisition by Apax
Partners LLP in 2019.
TOP 16 COMPANY
+
See following page
for more information
OTHER COMPANIES
Principal European provider of
mobile toilets for construction
companies and public event
organisers.
Present along the entire value chain.
€
402
m
ANNUAL
REVENUE
Major player in franchised home services
operating under nine dierent brands,
including five acquired since 2018.
Network of more than 1,900 franchisees
in the US, Canada and Latin America.
€
184
m
ANNUAL REVENUE
US provider of logistical services
for the chemical sector’s largest
international companies:
• transport of liquid chemicals via
the most extensive network of
tanker lorries in the United States;
• tank-container operator for import/
export in Europe, the United States
and Asia.
€
777
m
ANNUAL
REVENUE
Principal European provider of surface
treatment and chemical application
services: supplies innovative
equipment for degreasing and
cleaning industrial parts and related
services.
€
290
m
ANNUAL
REVENUE
Provider of innovative supply chain and
reusable packaging solutions.
Geographical expansion, more
extensive product range and synergies
since integration of Polymer Logistics
(acquired in 2019) and Contraload.
€
372
m
ANNUAL
REVENUE
Provider of electronic surveillance
solutions.
• Serves correctional and law
enforcement agencies
• Offers tracking, radiofrequency
and blood-alcohol testing systems/
integrated software platform.
€
95
m
ANNUAL REVENUE
Breakdown by company
(in % of fair value)
54%
AEB
12%
Tosca Services
12%
SafetyKleen
10%
Authority
Brands
3%
Quality
Distribution
4%
Attenti.
5%
ADCO Group
7
companies
Business description and activities
Presentation of the Company
ALTAMIR 2020 Universal Registration Document 41
DATE OF
INVESTMENT
2018
RESIDUAL
COST
€
38.8
m
SECTOR
COUNTRY
Italy
FAIR
VALUE
€
46.9
m
% OF THE PORTFOLIO
AT FAIR VALUE
3.7
%
1. Business description
AEB Group is a leading supplier of biotechnological
ingredients, related services and equipment for food, wine
and other beverages. With unique coverage worldwide, AEB
Group employs more than 300 people, including ca. 170
agents and sales representatives in 15 countries. The company
has eight production units, four R&D centres and seven quality
control laboratories globally and collaborates with more than
20 universities and research institutes to foster continuous
innovation.
AEB provides its clients with highly dierentiated solutions
based on more than 600 proprietary products and on
equipment specially designed for the wine, beer, juice, cidre
and food industry.
2. Investment rationale
The market on which AEB operates is relatively fragmented
– the top five players have a total market share of around
55% – and has potential for future consolidation. It combines
resilience, low cyclicality and high barriers to entry.
AEB Group is well positioned to increase its leadership
on this growing and resilient market. It enjoys a strong
management team, a culture of constant innovation as well
as the experience of a unique network of agents and sales
representatives.
The company has an attractive business model: a highly
recurrent revenue stream, high profitability and strong cash
conversion.
3. Sources of value creation
The investment thesis relies on AEB’s expertise and innovation
capabilities as well as a clear strategy for future development.
Apax intends to further expand the international footprint
of the company. It will also lead an ambitious buy-and-build
strategy, leveraging AEB’s existing worldwide sales and agent
network.
Apax will undertake a digital transformation of the company.
Digital technologies will enable the company to reduce
customer acquisition costs and also to better serve customers
through data-driven solutions leveraging its worldwide team
of experts.
4. Achievements
A new subsidiary has been opened in China to address
local customers. In February 2019 AEB acquired the Danish
filtration cartridge company Danmil, which oers significant
upside. Danmil is performing according to plan.
Discussions are ongoing with certain potential M&A targets
in France and in Italy.
5. Performance
AEB has been resilient to the pandemic, with a decline in
annual sales limited to 4%, despite significantly lower beer and
wine consumption in hotels and restaurants. Cost reductions,
such as travel expenses and those related to trade shows,
led to an 8% rise in EBITDA. The filtration products business
(Danmil), acquired in 2019, performed very well in 2020, and
the Equipment business is being turned around under the
impetus of its new CEO.
6. Exit
The investment thesis aims at creating the undisputed
worldwide leader in natural processes for wine and beer,
before selling to a strategic or a financial buyer.
www.aebgroup.com
Business description and activities
Presentation of the Company
ALTAMIR 2020 Universal Registration Document42
Financial services
Breakdown by company
(in % of fair value)
€
68.1
m
Residual cost
9.5
%
of the portfolio
€
71.5
m
Fair value
5.6
%
of the portfolio
3.3 years
Average holding
period
-
17.4
%
Growth in
EBITDA*
-
31.6
M€
Value creation
in 2020
2020 HIGHLIGHTS
lEBITDA and value creation negatively impacted by Entoria’s underperformance in 2020. Excluding Entoria, Financial
services’ fair market value reached €20.6m, vs residual cost of €19.3m.
lOther companies of the Insurance sector penalised by bank closures during lockdowns, sluggish sales of new policies
and the impact of negative interest rates on profitability.
lRetail and investment banking (IPOs) as well as pawnbroking (India) bounced back sharply after lockdowns in the early
part of the year.
TOP 16 COMPANY
OTHER COMPANIES
One of the main independent insurance brokers in
the United States, with oces in over 30 states as
well as in London.
More than 225 offices in 36 US states, offering
property & casualty insurance brokerage services
to commercial and individual customers.
€
1,230
M
ANNUAL REVENUE
European platform offering savings and life-assurance
solutions, formed from Portuguese company GNB Vida, former
subsidiary of Novo Banco, fourth-largest participant in the
Portuguese market.
Growth by acquisition in a fragmented sector whose
participants are mostly non-strategic subsidiaries of financial
institutions.
€
307
m
GROSS PREMIUMS WRITTEN
One of the principal Chinese finance companies, based
and listed in Shanghai, present in brokerage, investment
banking, asset management and lending.
€
5,360
M
ANNUAL REVENUE
Largest Chinese asset manager oering a full range of financial
services, with a specialisation in non-performing loans and
loans to SMEs.
Listed on the Hong Kong stock exchange with a network of
31branches and a presence throughout China.
€
13,080
m
ANNUAL REVENUE
Listed in Mumbai, second-largest pawnbroker in India, with more
than 5m domestic customers, particularly well positioned in rural
and peri-urban areas.
Plays a significant role in micro-finance (>5 million customers).
€
452
m
ANNUAL REVENUE
One of India’s leaders in financial services for individuals
and SMBs: pawnbroking and finance for two-wheelersas
well as loans to SMBs.
Decentralised network of nearly 1,000 points of sale in
southern India focused on customers not covered by
traditional financial services.
€
431
m
ANNUAL REVENUE
71%
Entoria
20%
Assured
Partners
3%
Manappuram
Finance
3%
Guotai Junan
Securities
<1%
Huarong
1%
Shriram City
Union Finance.
2%
Gama Life
7
companies
* Excluding Manappuram, Guotai, Shriram and Huarong.
+
See following page
for more information
Business description and activities
Presentation of the Company
ALTAMIR 2020 Universal Registration Document 43
COUNTRY
France
FAIR
VALUE
€
50.9
m
% OF THE PORTFOLIO
AT FAIR VALUE
4.0
%
DATE OF
INVESTMENT
2017
RESIDUAL
COST
€
48.8
m
SECTOR
1. Business description
Founded in 2000, Entoria (formerly Ciprés Assurances) is
a wholesale broker specialised in supplemental insurance
protection. It designs, underwrites and manages life, disability
and health insurance programmes for self-employed persons
as well as managers and employees of SMEs.
The company offers a range of products and services to
secure their income, safeguard their assets, preserve their
health and protect them against accidents.
Ciprés acquired Axelliance in August 2018, supplementing
its organic growth. This was a major step in its business
development strategy. Axelliance had recognised expertise
in health & protection and property & casualty insurance, thus
bringing new skills to Ciprés. It focuses on small and very
small groups as well as self-employed persons, distributing
its products both directly and through a network of brokers.
2. Investment rationale
Entoria has an attractive business model based on recurring
revenue, predictability, high profitability and strong cash
generation.
In France the underlying market for wholesale supplemental
insurance runs to about €1bn in a total supplemental insurance
market of €11bn. It has been growing at roughly 7% p.a. and
has high barriers to entry.
Entoria is well positioned to benefit from this market growth
given its pure-play positioning, leadership and reputation
among insurers and brokers. The business plan consists
of expanding the broker network and benefiting from a
higher rate of broker activity, while implementing product
diversification.
3. Sources of value creation
Entoria is working on digitalising all processes through an
ongoing revamping of existing internal software. Its goal is to
have a fully-integrated front-middle-back oce and be able
to manage product diversification, notably by leveraging the
Axelliance integration. In this context, Entoria rolled out a new
extranet to its broker network in 2018. The extranet provides
brokers with a “self-care” experience that allows customers to
subscribe to a fully-digital, multi-product solution, supported
by a secure, electronic signature service. It also enables the
brokers to manage their client accounts. Updating this front-
end system is a key focus of management’s 2020-21 digital
plan. A new marketing and digital manager was recruited in
December 2020 with this objective as a priority.
In parallel, Entoria launched a new end-client website in 2020
to facilitate workflow management for the HR managers of
both individual and small companies, with excellent feedback
to date.
4. Achievements
Three years and a half after closing, Entoria is performing
below expectations, even though Entoria’s revenue and
EBITDA have increased compared to their levels at entry,
mainly driven by a combination of organic growth and the
transforming acquisition of Axelliance in 2018. In this context,
Apax appointed Fabrice Jollois, former Deputy CEO of Gan
Assurances, as CEO of Entoria, eective January 2021. He
took over from Laurent Ouazana, Entoria’s founder and CEO
until 2018, who will remain involved as a member of Entoria’s
Supervisory Board. Concurrently, the management team has
been strengthened, with the appointment of a new CFO and
a Digital & Marketing Director in 2020. Additional recruiting is
planned so as to help the new CEO reinvigorate the company.
Entoria still has very solid fundamentals upon which to
implement this strategy, including a high-quality product
portfolio, a strong broker network and sound relationships
with risk carriers.
5. Performance
In 2020, Entoria’s revenue and EBITDA declined by 18% and
24%, respectively, for several reasons: i) the various lockdowns
induced business slowdowns, ii) sales performance following
the launch of new products was less than expected and iii)
the terms of certain contracts negotiated with insurance
companies were amended.
6. Exit
Entoria’s asset-light structure translates into a cash generative
business model. It has significant potential for further growth
via the expansion of its broker network and new product
offerings, which should attract future interest from both
financial and strategic buyers.
www.entoria.fr
Business description and activities
Presentation of the Company
ALTAMIR 2020 Universal Registration Document44
Online marketplaces
Breakdown by company
(in % of fair value)
€
19.5
m
Residual cost
2.7
%
of the portfolio
€
38.4
m
Fair value
3
%
of the portfolio
1.4 year
Average holding
period
7.5
%
Growth in
EBITDA*
€
11.6
m
Value creation
in 2020
INVESTMENT THESIS
Very strong expertise of Apax Partners LLP in the digital
marketplace sub-sector (11 transactions, including holdings
generated by Apax Digital).
2020 HIGHLIGHTS
Companies heavily impacted by the first lockdown
(mid-March to mid-May):
• Activities considered non-essential were halted (car
dealers, estate agents) with a significant impact on the
business of Trade Me and Baltic Classifieds Group.
• On-site activities halted, with an impact on the job market
(and as a result on online job oers, etc.) and also on Kar
Global, on auction markets.
Companies reacted very quickly, enabling business activity
to bounce back promptly from June onwards to pre-crisis
levels or even beyond and to gain market share:
• Subscription oers at attractive terms to maintain trac
and keep customers (negative, near-term impact on
revenue but equivalent or even greater market share
afterwards).
• Accelerated transition to digital solutions (online auctions
for Kar Global, for example).
• Pricing optimisation, with very positive eects.
• Reduction in costs, leading to higher EBITDA margins.
Very favourable outlook for all companies in 2021.
Divestment of Boats Group (multiple of 3.1x), with closing
realised in Q1 2021.
OTHER COMPANIES
Operator of online generalist and specialist classified
advertising platforms (automotive, real estate, jobs).
One of the most popular portfolio of platforms in the
Baltic countries, with more than 50 million visitors
per month.
€
38
m
ANNUAL REVENUE
A B2B platform that connects buyers and sellers of wholesale
vehicles (ca. 4 million vehicles sold p.a. via the platform).
Supplier of sales-related technology solutions and marketing
services: financing, logistics, repair services.
€
1,940
m
ANNUAL REVENUE
Leading digital classifieds marketplace for pleasure boats in North
America and Europe.
Marketing software provider for recreational marine dealers.
Approx. 65 million visitors p.a. to the company’s websites,
principally: BoatTrader.com, YachtWorld.com and Boats.com.
€
60
m
ANNUAL REVENUE
New Zealand’s principal digital marketplace for
vehicles, properties and job oers.
Principal generalist marketplace for new and used
goods.
Fourth-most visited website in the country.
65% of New Zealanders with internet access visit the
site at least once a month.
€
159
m
ANNUAL REVENUE
40%
Trade Me
21%
Boats Group
20%
Kar Global
19%
Baltic
Classifieds
Group
4
companies
* Excluding Boats and KAR Global.
Business description and activities
Presentation of the Company
ALTAMIR 2020 Universal Registration Document 45
Consumer
Breakdown by company
(in % of fair value)
€
212.6
m
Residual cost
29.7
%
of the portfolio
€
290,4
m
Fair value
22.9
%
of the portfolio
7.9 years
Average holding
period
-
27.4
%
Growth in
EBITDA*
€
7.8
m
Value creation
in 2020
2020 HIGHLIGHTS
Sector heavily impacted by the pandemic, in particular
during the mid-March to mid-May lockdown:
• companies with physical points of sale;
• companies tied to education (stores and schools closed).
Most companies saw recovery from June onwards.
TRENDS
Deployment of digital transformation plans is stepping up,
and all companies in the sector are seeing online sales gain
momentum.
TOP 16 COMPANIES
+
See following pages for more information
€
474
m
ANNUAL REVENUE
€
552
m
ANNUAL REVENUE
Network of 240 schools in 26USstates
that prepare children aged 6 mos. to
5 yrs. for excellence once they enter
primary school.
Wealthy households in large US cities
are the primary target market.
One of the US leaders in style and
retailing of premium shoes, clothing
and accessories, founded in 1928.
The company sells through leading
department stores, its own network
of stores, and its e-commerce site.
One of the main providers of
solutions for learning Chinese, both
on- and off-line, Huayue partners
with 5,000 schools (2.6 million
students) in 134 medium-sized
Chinese cities (28 of 34 provinces).
OTHER COMPANIES
€
202
m
ANNUAL REVENUE
€
60
m
ANNUAL REVENUE
€
425
m
ANNUAL REVENUE
Specialised online luxury shopping destination for
men and women, offering a selection from over
700established and new generation designers.
95% of revenue generated on line, principally in the
United Kingdom, the United States, Australia and
South Korea.
Leading online retailer in fashion, electronics and home &
garden in the Netherlands (165 million visits p.a.).
Targets primarily middle-class families.
95% of Dutch households know Wehkamp.
36%
THOM Group
25%
Snacks
Développement
17%
Alain Aelou
13%
Sandaya
1%
Wehkamp
2%
Cadence Education
2%
MatchesFashion.
2%
Cole Haan
1%
Huayue
Education
9
companies
* Excluding Cadence and Wehkamp.
Business description and activities
Presentation of the Company
ALTAMIR 2020 Universal Registration Document46
COUNTRY
France
FAIR
VALUE
€
104.1
m
% OF THE PORTFOLIO
AT FAIR VALUE
8.2
%
DATE OF
INVESTMENT
2010
RESIDUAL
COST
€
88.7
m
SECTOR
www.thomeurope.com
1. Business description
THOM Group is a leading jewellery retailer in Europe. The
Group was created in 2010 from the merger of two leading
French jewellery retailers, Histoire d’Or and Marc Orian.
Having acquired Stroili Oro in Italy and Oro Vivo in Germany
in 2016, the group now operates in France, Italy, Germany and
Belgium through a network of more than 1,000 company-
owned stores, primarily located in shopping centres. THOM
Group operates under four principal banners: Histoire d’Or,
Marc Orian, Stroili and Oro Vivo.
2. Investment rationale
THOM Group is a leader in a stable, high-margin and
fragmented market, in which scale provides a key competitive
advantage. Its retail concepts occupy prime locations, stand
out from the competition and are supported by best-in-class
operations. Its outstanding, proven and highly-committed
management team has a strong knowledge of both the
Histoire d’Or and Marc Orian groups.
3. Sources of value creation
THOM Group shows significant growth potential, and the
transformation underway since 2010 will continue. The
group will strengthen its international positions, digitalise
the business model – with a ramp-up in e-commerce – and
develop a store network operating on the principle of aliate
marketing.
4. Achievements
Since investment and the Histoire d’Or/Marc Orian merger,
several developments have created value for the group. A
few dozen stores were opened in France and Belgium. An
e-commerce site and a digital marketing/CRM strategy were
launched in 2013. In 2014, the group acquired 43 Piery stores
and made several other small acquisitions. Around the same
time, THOM Group intensified its international expansion,
acquiring two jewellery chains in northern Italy and opening
several new stores in the country.
In July 2014, the group issued €345m in bonds to refinance its
existing debt, finance the acquisition of the Piery stores and
repay part of shareholders’ convertible bonds, which allowed
Altamir to recoup 40% of its initial cost.
In October 2016, THOM Group acquired Stroili, the leading
Italian jewellery retail chain (369 stores), and Oro Vivo’s
German subsidiary (38 stores), thereby creating Europe’s
largest jewellery retailer with more than 1,000 points of sale,
over 5,000 employees and pro forma revenue of more than
€600m.
In July 2017, the group refinanced its bond debt with a €565m
term loan, significantly reducing its annual interest expense.
In October 2019, the group changed its name from THOM
Europe to THOM Group to reflect its global ambitions.
5. Performance
THOM Group has proven to be highly resilient in the face of
the pandemic, as its revenue and EBITDA declined by only
9.4% and 8.7%, respectively in 2019/20 (FYE 30 September).
During the first three months of the new financial year
(corresponding to Q4 2020), EBITDA was stable while
revenue contracted by 9% owing to the various lockdowns
and curfews in place from November onwards. This favourable
performance owes much to the strong recovery in sales
during the June-to-September period and to the ramp-
up in e-commerce (online sales soared 101% in the fourth
quarter alone, vs an increase of 35% over all of 2020), as the
omnichannel strategy, launched in 2018, has been stepped up.
6. Exit
Following majority shareholder Bridgepoint's decision to sell
its holding in THOM Group, Apax Partners SAS, Altamir and
the funds managed by Amboise Partners SA have sold their
stake in the company.
At the same time, Altamir decided, together with the
management team and new shareholders, to acquire all of the
shares of the THOM Group's holding company. Altamir has
invested €100m directly in the new entity, thereby becoming
THOM Group's largest shareholder.
The transaction was finalised on 26 February 2021.
Business description and activities
Presentation of the Company
ALTAMIR 2020 Universal Registration Document 47
COUNTRY
France
FAIR
VALUE
€
73.1
m
% OF THE PORTFOLIO
AT FAIR VALUE
5.8
%
DATE OF
INVESTMENT
2013
RESIDUAL
COST
€
38.2
m
SECTOR
1. Business description
Snacks Développement is one of Europe’s leading private-
label savoury snacks manufacturers. The company has
developed its expertise in extruded and stackable snacks and
crackers over more than 20 years.
Following the acquisition of Kolak (UK) in 2016 and Ibersnacks
(Spain) in October 2018, Snacks Développement now
produces around 2.5 billion bags of savoury snacks for the
leading food retail chains in Europe, with a focus on France,
the UK, Spain, Italy and Benelux. Its annual production is over
100,000 tonnes.
2. Investment rationale
Snacks Développement is a leading pan-European producer
of private label savoury snacks. The company produces
superior quality products, has state-of-the-art production
facilities and has had proven international successes. Snacks
Développement is committed to continuously launching new
products through a structured innovation process. The quality
of its products stands out in most blind panels.
The company operates on a large, growing and profitable
European savoury snacks market with (i) common product
categories across countries (e.g. stacked crisps), (ii) growing
penetration of private label products and (iii) barriers to entry.
3. Sources of value creation
The investment thesis consists in creating a leading
Europe-wide private label player in savoury snacks. Snacks
Développement aims to pursue its growth in France and the
rest of Europe, through intensive product innovation and
investment in manufacturing facilities. The company also
seeks to grow through acquisitions in Europe.
4. Achievements
Since investment, Snacks Développement has focused on
a number of value creation drivers. It has increased sales in
France through the development of new product categories
and the penetration of new distribution channels. International
sales have also grown, thanks to the development of stacked
crisps volumes sold to selected European retailers.
In October 2016, the company completed the acquisition
of Kolak, one of the main producers of crisps and snacks
in the UK with sales of about €140m, which expanded the
company’s crisps and popcorn product range.
In September 2018, the company acquired the Spanish
company Ibersnacks. With sales of about €80m, Ibersnacks
is the preferred private label supplier in the savoury snacks
category to Mercadona, Spain’s leading food retailer, bringing
additional scale, product diversification and a broader
geographical footprint to the company. The new group
employs around 1,900 people at eight production sites and
has a commercial presence in 10 European countries.
5. Performance
Over the 2020/21 financial year (FYE 31 January) organic
growth in Snacks Développement’s sales should come in at 3%,
driven by fast-growing sales in France, which are osetting a
more subdued performance in the United Kingdom and the
negative impact of the EUR/GBP exchange rate.
6. Exit
The company’s leadership across Western Europe and its
growth profile will be attractive to both trade and financial
buyers.
Snacks Développement
Business description and activities
Presentation of the Company
ALTAMIR 2020 Universal Registration Document48
COUNTRY
France
FAIR
VALUE
€
50.2
m
% OF THE PORTFOLIO
AT FAIR VALUE
4.0
%
DATE OF
INVESTMENT
2012
RESIDUAL
COST
€
41.9
m
SECTOR
1. Business description
Alain Afflelou is a leading retail optical chain in France
and Spain. Since its first store opening in 1972, the group
has expanded significantly and operates as an optical and
hearing-aid services franchisor.
As of 31 October 2020, the company had a network of
1,430points of sale, including 959 in France, 332 in Spain and
139 in 11 other countries.
2. Investment rationale
Operating in the large and resilient optical market, Alain
Aelou has a strong franchise business model benefiting
from a highly recognised brand and know-how in marketing,
communication and exclusive products. It has an attractive
service and intermediation-based business model with low
capital intensity and limited fixed costs.
3. Sources of value creation
The objective is to build a leading optical and hearing-aid
franchisor in Europe with a strong focus on Southern Europe.
The group shows significant potential for further growth
via new openings in core markets, international expansion,
development of new products and business lines, as well as
store refurbishments.
4. Achievements
In March 2017, the Group launched a digital transformation
initiative aimed at reshaping the customer experience and
also at reviewing internal processes, accompanied by leading
consulting firms. A new senior Chief Digital Ocer was hired
in November 2019 to accelerate the plan’s implementation.
The company continues to develop its hearing aid business,
which already has over 300 points of sale, mostly in the form
of corners in eyewear stores.
5. Performance
In the 2019/20 financial year (FYE 31 July), Alain Aelou’s
sales declined by 17% and EBITDA by 34%, as all points of
sale were closed during the mid-March to mid-May lockdown.
Over the first three months of the current financial year (Aug
- Oct 2020), group network sales increased by 15%, driven by
a strong, post-lockdown rebound.
In a market environment that remains competitive, Alain
Aelou continues to outperform its market, thanks to the
ramp-up of closed networks, management’s continued sales
and promotional eorts, as well as product launches such as
Magic or new exclusive collections.
The group continues to actively pursue its French and
international expansion through store openings and
acquisitions.
6. Exit
Alain Aelou will be an attractive opportunity for a range
of buyers due to its highly recognised brand, its leadership
position in retail optical franchising and its asset light structure
translating into a highly cash-generative business model.
www.aelou.com
Business description and activities
Presentation of the Company
ALTAMIR 2020 Universal Registration Document 49
COUNTRY
France
FAIR
VALUE
€
37.5
m
% OF THE PORTFOLIO
AT FAIR VALUE
3.0
%
DATE OF
INVESTMENT
2016
RESIDUAL
COST
€
21.6
m
SECTOR
1. Business description
Founded in 2011, Sandaya is an integrated premium campsite
operator, which has grown through the successive acquisition
of independent campsites. The group operates 29 four- and
five- star campsites in France, Belgium and Spain, located
primarily on the seashore, with high-quality accommodation
(mobile homes, lodges, chalets, empty pitches for tents,
caravans and camping cars) and a wide variety of leisure
activities and services (water parks, kids activities,
playgrounds, etc.).
Customers are French (52% of sales) as well as Dutch, Belgian,
British and German.
Sandaya’s business model is based on full control of the
value chain of campsite operations through: (i) ownership (or
long-term lease) of land with high-value seafront locations;
(ii) ownership of accommodation, with a frequently renewed
fleet consistent with the group’s premium positioning; (iii)
direct management of each site, consistently applying best
practices across the group and systematically monitoring
customer experience; and (iv) direct distribution through an
e-commerce website, a call centre, a paper catalogue and
a specific sales force for company work councils (Comités
d’Entreprise).
2. Investment rationale
Sandaya operates on a growing, resilient and highly-
fragmented end market, with premiumisation and
consolidation trends.
The company has a dierentiated, superior oering, with
an “integrated branding” business model allowing for
revenue optimisation through occupancy rate and pricing
management, strict control of land, operation and distribution
costs, and a uniform branding strategy.
The management team includes visionary entrepreneurs,
who are former CEOs of large structured players in the
leisure accommodation industry (Pierre et Vacances and
Center Parcs) with a proven track-record of consolidation,
having successfully negotiated, integrated and optimised a
significant number of acquisitions from 2011 to October 2019.
Sandaya has strong growth potential, both organically and
through acquisitions.
3. Sources of value creation
The investment strategy is based on the following drivers:
(i) external growth: consolidation of a highly-fragmented
premium campsites market to benefit from economies of
scale; (ii) optimisation of sales & marketing methods through
digitalisation: yield management, increased occupancy rates,
increased online sales, etc.; (iii) internationalisation: growing
sales presence in selected European countries to optimise
o- peak occupancy and pricing; and (iv) optimisation of
financial structure: refinancing of land-owning subsidiary to
free up the necessary cash resources to finance acquisitions.
4. Achievements
By December 2020, Sandaya had already acquired 21 campsites
(adding 9,073 pitches, a 196% increase vs. the initially-
acquired scope). Sandaya is pursuing a number of additional
acquisition opportunities for the 2021 and 2022 seasons.
The company is also working on optimising RevPar (Revenue
per Available Room), at constant scope, with owned mobile
homes replacing tour operators and empty pitches.
Sandaya has strengthened its management team by hiring a
Managing Director in charge of sales, marketing and digital,
a CFO, a build-up/M&A manager and an Operations Director.
Over the past three years, it has invested significantly in
marketing and digital to grow its brand awareness and
optimise online sales for the coming seasons.
5. Performance
Since the beginning of the Covid-19 crisis in March 2020,
business activity has been significantly impacted with all
campsites closed until 19 June 2020.
For the 2019/20 financial year (FYE 31 October), the
company’s revenue was down 6% compared to the prior
year, owing to a decrease in business at constant scope (26
campsites) due to campsite closure for 3 months, oset by
the acquisition of three campsites at the start of the season
and very favourable business activity in the July/August
period.
6. Exit
Apax has announced on 8 March 2021 the full sale of Sandaya
to a fund managed by InfraVia.
www.sandaya.fr
Business description and activities
Presentation of the Company
ALTAMIR 2020 Universal Registration Document50
Healthcare
€
32.2
m
Residual cost
4.5
%
of the portfolio
€
49.7
m
Fair value
3.9
%
of the portfolio
3.1 years
Average vintage
20.5
%
Growth in
EBITDA*
13.9
M€
Value creation
in 2020
2020 HIGHLIGHTS
Very dierent experience from one company to another:
• Vyaire Medical and Unilabs performed very well, driven
by exceptional, pandemic-driven demand, with double-
digit growth in revenue and EBITDA.
• InnovAge’s revenue was resilient, as the company was
able to adapt to the Covid-19 crisis: 100% of services
were delivered at home or via telemedicine, thereby
protecting beneficiaries (elderly or fragile individuals).
• Candela’s and Healthium’s business suered from the March-
to-May lockdown (as services are delivered on site), but
bounced back sharply in the second half (catch-up eect).
Tight grip on costs in Covid-19 context, with favourable
impact on EBITDA margin.
OTHER COMPANIES
Leading provider of senior home
care services through the Program
for All-inclusive Care of the Elderly
(PACE) in the United States.
More than 6,400 elderly patients,
cared for in 16 dedicated centres, at
home or via remote consultation.
€
473
m
ANNUAL REVENUE
One of Europe's leading diagnostics
companies, offering services in
laboratory medicine, imaging and
pathology.
Present in 15 countries with more
than 1,200 employees.
European leader in digital imaging
and pathology since acquiring TMC
in 2017.
€
1,296
m
ANNUAL REVENUE
Provider of leading-edge solutions
for a wide range of medical-
aesthetic treatments including body
contouring, hair removal, wrinkle
reduction, tattoo removal, and the
treatment of acne, varicose veins and
cellulite.
€
260
m
ANNUAL REVENUE
Leading independent provider of
medical and surgical devices in
India.
Five production sites in India,
400-strong salesforce, plus 1,300
distributors.
Particularly well positioned in the
Indian nursing home (small hospital)
segment.
€
77
m
ANNUAL REVENUE
Provider of weight-loss (development of a
comprehensive programme) and wellness
solutions.
Agreements with more than 3,000 doctors,
clinics, chiropractors and pharmacies.
€
88
m
ANNUAL
REVENUE
One of the main providers of care
coordination and quality assurance
services, primarily for US federal and
state healthcare payers.
€
140
m
ANNUAL REVENUE
World leader in respiratory
diagnostics, ventilation and post-
anaesthesia monitoring.
Carve-out of the Becton Dickinson
group’s Respiratory Solutions
business.
€
1,144
m
ANNUAL REVENUE
Breakdown by company
(in % of fair value)
36%
Unilabs
19%
Candela
18%
InnovAge
12%
Vyaire
Medical
<1%
Ideal Protein
7%
Kepro.
8%
Healthium
MedTech
7
companies
* Excluding InnovAge.
Business description and activities
Presentation of the Company
ALTAMIR 2020 Universal Registration Document 51
1.2.5 INVESTMENTS IN THE APAX DEVELOPMENT AND APAX DIGITAL FUNDS
In 2018, rearming its ambitious long-term growth and value-creation strategy, Altamir decided to expand its investment policy
and make commitments to two new funds: Apax Development, launched by Apax Partners SAS in the small-cap segment in
France; and Apax Digital, launched by Apax Partners LLP, which invests worldwide in technology companies.
Altamir’s objective is to seize new opportunities in buoyant markets, while capitalising on the competitive advantages oered by
Apax Partners: sector expertise and an ability to create value through digital transformation, acquisitions and internationalisation.
With the acquisition of EPF Partners, a renowned specialist
in the small-cap segment in France, Apax Partners now has
a team of eleven professionals dedicated to the small-cap
segment in France. This team raised the Apax Development
fund, which reached a total of €255m.
France’s small-cap segment is a dynamic and attractive
market in terms of price and corporate growth potential. The
Apax Partners SAS strategy for Apax Development is to take
majority ownership stakes in companies valued at less than
€100m in its four sectors of specialisation (TMT, Consumer,
Healthcare and Services). This strategy is complementary
to that of its other funds, which invest in companies with
valuations greater than €100m.
In October 2018, Altamir subscribed €15m
in the Apax Development fund.
During 2020, Apax Development invested in Diapason, a
software company providing solutions for cash, payment and
risk management. This investment is in addition to the fund’s
stakes in Eric Bompard, Maison Routin and Rayonnance.
Residual investment
(in
€
m)
Valuation
Valuation
4.8 4.4
€15m
subscribed
by Altamir
$5m
subscribed
by Altamir
4 companies
in portfolio
as of 31 December 2020
10 companies
in portfolio
as of 31 December 2020
Drawing on more than 30 years of experience and
deep investment expertise in the technology and
telecommunications sectors, Apax Partners LLP has a team
of 19 professionals dedicated to managing the $1.1bn Apax
Digital fund.
The Apax Digital investment strategy is to take majority
or minority stakes in enterprise technology and consumer
internet companies that are smaller than companies in which
the Apax VIII LP, Apax IX LP and Apax X LP funds invest.
The target companies are located in Apax Partners LLP’s
geographical scope, i.e. Europe, North America, China, India
and Israel.
Altamir’s commitment to the Apax Digital fund is $5m.
During 2020, Apax Digital made three additional investments,
all based in the US: Accurate Background (a leading
technology-enabled background screening provider), Payfone
(a provider of digital identity verification and authentification
solutions via cell phones) and Pricefx (a global leader in
cloud-native pricing software). This brings the total amount
of companies held by the fund to 10 as of 31 December 2020.
Residual investment
(in
€
m)
Valuation
Valuation
2.5 4.7
APAX DEVELOPMENT APAX DIGITAL
ALTAMIR 2020 Universal Registration Document52
1.3 BUSINESS DESCRIPTION
1.3.1 THE PRIVATE EQUITY BUSINESS
What is private equity?
Private equity consists of investing in unlisted private
companies with the intent of developing them and improving
their business performance.
In the private equity model, a team of professional fund
managers takes a stake in private companies, usually with a
specific investment thesis and a detailed value creation plan.
In general, private equity investors ensure that the interests of
all stakeholders in a deal – the company's management team,
the private equity fund investors and the managers of those
funds – are aligned, so that the companies are managed in the
best manner possible.
The private equity ownership model can be applied to a wide
range of company types, sizes, sectors and geographies.
Private equity ownership plays a key role at many stages in
a company’s history: a change in the scale of a business, a
required change in ownership, a change in strategic direction,
or a change in the structure and operations of a business. The
common factor is that all investee companies have growth
potential that has not been fully developed. Private equity
investment aims to unlock this potential through specific
value creation plans.
Private equity performance is generally measured and
evaluated in terms of multiples of the amounts invested, and
the internal rate of return (IRR).
Advantages of private equity
The private equity ownership model presents a number of
advantages that facilitate value creation and the realisation
of capital gains over time:
l a large universe of target companies offering many
opportunities;
l sucient time and resources to study and assess investment
opportunities, analyse and value the target companies best-
positioned to grow and capitalise on the sectoral trends
within those industries, as well as analyse potential risks and
how best to mitigate them;
l committed, long-term ownership that is not pre-occupied
with short-term performance targets, but is focused instead
on achieving broad, long-term value creation in line with an
investment thesis and precise value-creation objectives;
l the ability to modify business plans or change management
teams as required in order to achieve objectives;
l clear accountability between company executives and
shareholders, combined with a precise roadmap and
incentive measures directly linked to value creation;
l the ability to partially fund acquisitions by accessing debt
markets.
Disadvantages of private equity
l The high costs of the private equity due diligence process.
Exploiting the vast and unregulated set of opportunities
that private companies represent requires resources,
infrastructure and expertise.
l Fund performance is assessed over the long term. The
normal private equity investment cycle produces significant
performance principally during the last few years of the life
of a fund.
l Restricted access: investing in private companies is restricted
to a small group of investors. The traditional way of investing
in private equity is through a limited partnership (in France,
an FPCI, or fonds professionnel de capital investissement).
These vehicles are reserved for institutional investors, i.e.
financial institutions and large, sophisticated investors, able
to commit substantial capital and to forego a return on their
investment for a relatively long period of time. Limited
partnerships and private equity funds require investors to
commit a minimum amount, usually €10m or more, which is
“locked up” for several years. They are commonly structured
as ten-year vehicles, during which time the investor has no
access to the funds invested.
Listed private equity funds simplify access
to the asset class
Listed private equity (LPE) companies, such as Altamir, are
public companies that invest in a portfolio of predominantly
unlisted companies. Shares of LPE companies are bought and
sold on stock exchanges in the same way and alongside other
public industrial and financial companies.
Listed private equity provides the same underlying returns
on investment as traditional private equity, but in a way
that stock market investors can access without minimum
investment requirements or lock-up periods. Other benefits
of LPE investing include exposure to multiple vintages, and
capital being put to work immediately (rather than relying
on “capital calls” when investments are identified, as is the
case in traditional private equity). The shares of listed private
equity companies are often priced at a discount to the
underlying NAV (an advantage or a disadvantage depending
on the perspective taken).
Business description and activities
Business description
ALTAMIR 2020 Universal Registration Document 53
Business description and activities
Business description
1.3.2 PRIVATE EQUITY MANAGEMENT
COSTS
Private equity fund management costs
These costs can be grouped into four categories:
l annual management fees paid to the fund management
companies;
l transaction fees and/or fees for monitoring portfolio
companies;
l administrative and operating costs not covered by the
management fee; the performance fee paid to managers,
referred to as carried interest.
Annual management fees paid to the fund
management companies
a) Management fees are calculated on the committed capital
of the fund investment period (five to six years). For the
remaining four to five years, the fees are calculated either
at a declining rate on the same base or at the same or
lower rate on the amount of invested capital (at cost).
During the investment period, the rates applied vary
depending on the size of the fund. The rate for funds over
€3bn is 1.5%, while smaller funds in the €1.5-2bn range
pay 2%.
b) These management fees cover all the functions necessary
for proper management of the fund, except for operating
expenses, which are detailed below.
Transaction fees and/or fees for monitoring portfolio
companies
The management companies invoice these fees directly to the
portfolio companies and as such they do not appear in the
accounts as costs borne by the funds.
Transaction fees are invoiced when a company is acquired
and/or sold by the fund and generally amount to 1% or 2% of
the overall transaction amount. Monitoring fees are invoiced
at a flat rate on an annual basis.
Base and rate practices vary significantly from one
management company to another. In most cases, fees paid
directly by the portfolio companies are deducted from the
annual management fees paid by the fund.
Administrative and operating costs not covered by
the management fee
There are three types of such costs:
l fund establishment costs, which may total several million
euros;
l fund administrative costs (custodian, statutory auditors,
“Board of Advisors” and annual general meeting costs, as
well as legal, insurance, administration, accounting costs,
etc.);
l abort fees: these are fees incurred to perform due diligence
on investment opportunities (all types of audit, accounting,
strategy, environmental, tax, legal, etc.) for projects that
are ultimately abandoned, regardless of the reason. For
opportunities that lead to an investment, the fees incurred
are included in the cost of investment and as such do not
appear as fees charged directly to the fund, although it is
ultimately the fund that pays them.
Carried interest
Carried interest is the share of profits that the managers
of a private equity fund receive as a function of the fund’s
performance. It represents the portion of the fund’s capital
gain attributable to its managers, typically 20%, provided
a minimum annual IRR (or hurdle rate), most often 8%, is
reached; it is net of management fees. If the minimum IRR is
not reached, no carried interest is due. If the minimum IRR is
reached, carried interest is due on the entire capital gain, net
of management fees.
Today there are two major practices:
l the American practice, which calculates carried interest on
an “investment by investment” basis, meaning that loss-
making investments are segregated from profit-generating
investments.
l the European practice, which calculates carried interest on
the fund as a whole, with loss-making investments being
deducted from profit-generating investments.
Specific case of private equity funds of funds
These funds bear two layers of costs:
l direct costs, i.e. the four categories of costs, as explained
above, with management fees and carried interest charged
at significantly lower rates than those of funds that invest
directly;
l indirect costs, i.e. expenses paid by the funds in which the
fund of funds has invested.
From an accounting perspective, only direct costs borne
by the fund of funds are recognised. The indirect costs are
accounted for in the net performance of the underlying funds.
Management costs of listed private equity
companies
Listed private equity companies are not
a homogeneous group
Listed private equity companies have an unlimited lifespan,
unlike funds, which generally have a ten-year lifespan and are
designed to self-liquidate.
Naturally, these companies adapt their investment strategy
and operations over time. As investments are made in unlisted
companies with a long-term horizon, the time needed to
ALTAMIR 2020 Universal Registration Document54
transition from one configuration (resulting from the initial
strategy) to another (reflecting the new strategy) is very long.
In addition, the origins of listed private equity companies
are diverse. They may be traditional holding companies or
financial companies that have chosen to adopt the private
equity model, or companies created by asset management
companies specialising in managing private equity funds, etc.
Private equity funds can be classed into clearly identified
categories according to the fund’s strategies, and the
characteristics of the funds within each category are
closely comparable. The same is not true, however, for listed
companies. There are far fewer listed private equity companies
than funds, and they are generally of a more hybrid nature:
l in the way they operate:
• companies that house both the asset management team
and the assets in the portfolio,
• companies in which the asset managers are employees
of an entity that is distinct from the one that holds the
assets;
l in their investment processes: direct investment in
companies, investment via their own funds in which other
investors also participate, investment via funds managed by
third parties; note that these three processes can co-exist;
l in the way in which the management teams are remunerated
(method for calculating management fees and carried
interest). The base used for calculating management fees
is very heterogeneous – committed capital, gross amounts
invested, statutory net book value, etc. – and rates vary
depending on the nature of the investments. The same
applies to the calculation of carried interest;
l in the way in which transactions are recognised for
accounting purposes.
Management fee categories
Firstly, there are the same four cost categories as for
private equity funds. In the administrative and operating
costs category, the costs are generally higher owing to
the company’s listing. There are also two additional cost
categories:
l interest expense: unlike private equity funds, which leave
the responsibility of managing cash to their investors, listed
companies must manage their cash and the associated
risks. At the very least, listed companies must set up credit
lines to manage the timing dierences between generating
proceeds from divestments and making investments,
l taxes: the majority of funds are tax transparent. This is
not the case, however, for listed companies, although the
majority of them choose a favourable tax status (British
trusts, French SCRs, companies based in Luxembourg or
the Channel Islands).
Self-managed companies that employ management teams
and bear all their own costs relating to investing, creating
value and exiting investments by definition do not pay
management fees. In the same vein, the carried interest
allocated to managers can take a wide variety of forms, such
as bonuses, bonus shares and stock options, etc.
Accounting policies and cost transparency
Companies investing part of their assets via funds can choose
between two principal accounting methods:
a) A fully transparent presentation of the financial statements,
under which investments made via third parties are
recognised as though they had been made directly. Under
this format, the company presents gross investment
performance on the one hand and all costs
(1)
on the other,
whether these costs are borne directly by the listed entity
or by the underlying funds;
b) A net presentation of the performance of investments
made via funds, i.e. after deducting the management fees
and carried interest paid by the funds. Companies adopting
this accounting method therefore recognise only the
following information in their financial statements:
• management fees charged to the listed company,
• administrative and operating costs not covered by the
management fee,
• carried interest, if any, paid by the listed company.
Accordingly, the expenses and carried interest paid by
the underlying funds are not directly visible in the listed
company’s financial statements;
c) Notwithstanding the above, companies investing part of
their assets in funds they manage directly, as opposed to
funds managed by third-parties:
• recognise all expenses related to these funds in their
statements if they invest via dedicated funds that they
consolidate, or
• recognise part of these costs, such as management fees,
which might be found only in the notes to the financial
statements.
Management cost comparison
Shareholders wishing to compare total management costs
among the various listed companies face a daunting task, as
there is currently no transparency with regard to overall costs.
As explained below, Altamir is an exception in this regard.
Even a comparison of direct costs can only be made if
investors have a thorough understanding of the business
model (co-investments made alongside funds or investments
via funds), the respective weightings of these two investment
types, if both are used, the legal form of the entities and the
accounting methods used.
(1) Both management fees and carried interest.
Business description and activities
Business description
ALTAMIR 2020 Universal Registration Document 55
Assuming that investors have been able to calculate the
overall or direct costs of the companies they wish to compare,
one question still remains:
Which denominator should be used to compare the
expenses of one entity with those of another?
a) Which denominator should be used to best understand
total costs?
The ratio:
Total costs
is not appropriate
Net Asset Value (NAV)
because the management fees paid by underlying funds are
included in total costs, and these fees are calculated based
on the capital committed to the funds. There is a long lead
time, however, generally three to four years, before the capital
is put to work, followed by at least two more years before an
investment begins to appreciate in value. Consequently, costs
increase, whereas for two or three years the NAV does not,
because investments are still being made (the J-curve eect).
For this reason, we recommend the ratio used to compare the
expenses of private equity funds that invest directly:
The ratio:
Total costs
Committed and invested capital
To use this ratio for a listed private equity company, two
adjustments are necessary:
a) interest and taxes (specific to private equity companies,
see above) must be deducted from overall costs. This
adjustment is not necessary when comparing listed private
equity companies with each other,
b) to calculate the denominator, the total co-investments at
cost must be added to the capital committed to the funds.
Committed capital may change during the year. In such
cases, an average of starting and ending balances should
be used.
b) Denominator for the direct cost approach
The best ratio to use is:
Total direct costs
Average assets
where the average NAV is the average of the opening NAV
and closing NAV.
1.3.3 ALTAMIR’S INVESTMENT POLICY
FROM FOUNDING
Until 2011
Co-investment with the funds managed by Apax
Partners SA (now Amboise Partners SA), up to the
Apax France VII fund (now Aho20).
Since it was founded in December 1995, Altamir has co-invested
pari passu with the funds managed by Apax Partners SA. On
31 March 2006, a new company, Amboise Investissement,
was created and listed on the stock exchange. Also advised
by Apax Partners SA, Amboise Investissement co-invested
pari passu with the funds managed by Apax Partners SA
and Altamir. As their respective portfolios were composed
of the same companies, Altamir and Amboise Investissement
merged on 4 June 2007, and the new company took on the
name of Altamir Amboise. Altamir Amboise continued to
co-invest according to the same terms and based on assets
under management in every transaction in which the private
equity funds managed by Apax Partners SA invested. In April
2007, the Company and Apax Partners SA (now Amboise
Partners SA) signed an agreement setting out the rules of
co-investment ("co-investment agreement"). This agreement
allows Altamir to make use of an adjustment facility to adjust
its co-investment rate at the beginning of each calendar
half-year for the six months to come based on its cash flow
forecast.
The Apax France VII fund, renamed Aho20, has been fully
invested since the end of 2012 and can therefore make no
new acquisitions.
Altamir has no residual commitment alongside Aho20,
however the Company may be required to make follow-on
investments in portfolio companies. In this case, the
percentages invested by Altamir and Aho20 are the same as
those of the initial investment (and not that in eect as of the
date of the follow-on investment, if dierent).
As of 31 December 2020, Aho20 held only two investments of
the Altamir portfolio, Alain Aelou and THOM Group (THOM
Group was sold on 26 February 2021), as well as the carried
interests due to holders of fund shares.
Since 2011
Investment via funds managed by
Apax Partners SAS
As part of succession planning related to Maurice Tchenio,
the founder of Apax Partners SA, responsibility for the future
development of Apax Partners France was transferred to
Mr Tchenio’s partners, under the direction of Eddie Misrahi.
Accordingly, a new management company was created: Apax
Partners MidMarket SAS (now Apax Partners SAS), approved
by the AMF (Autorité des Marchés Financiers).
Business description and activities
Business description
ALTAMIR 2020 Universal Registration Document56
Thus, since the Apax France VIII fund was launched, decision-
making power for Altamir Gérance and the management
company of the Apax France VIII fund has no longer been
vested with the same person.
Consequently, it was decided that Altamir would now invest
through the Apax France funds and no longer in each
company individually alongside the fund, as was previously
the case.
In practice, in the previous configuration, Altamir's decision
to invest alongside the Apax funds consisted in determining
the co-investment percentage at the launch of each new fund,
and in refining this percentage at the start of each half-year
period based on Altamir's available cash. In the new
configuration, the decisions to be made are virtually identical:
on the launch of each fund, Altamir determines the minimum
and maximum amounts that it wants to invest in the fund. As
in the past, Altamir has the option of refining this percentage
at the start of each half-year period. In the new configuration
as in the previous one, the Management Company of Altamir
has no influence over investment and divestment decisions.
Altamir invests in a dedicated fund called "Apax France
VIII-B", in which Altamir is the only investor. All other investors
are grouped in the fund called "Apax France VIII-A". The fund
operates in such a way as to enable Altamir to recognise
capital gains on divestments in its income statement as soon
as they are realised, thereby ensuring maximum accounting
transparency.
Shareholders approved the changes to the Articles of
Association resulting from these new procedures at their
29April 2009 General Meeting. In 2011, when Altamir invested
in the Apax France VIII-B fund, all measures were taken to
ensure that there was no change regarding recognition of
income nor double invoicing of management fees.
Similarly, to avoid double payment of carried interest on the
performance of the Apax France VIII-B fund, the fraction of
Altamir's income deriving from this fund is excluded from the
calculation of payments to the General Partner and Class B
shareholders.
The Articles of Association were amended on 29 March 2012
so as to extend this modus operandi to future funds or entities
managed by Apax Partners SAS as well as those advised by
Apax Partners LLP.
Altamir's total subscription in Apax France VIII-B is €277m.
Altamir had committed to invest between €226m and €306m
in the Apax France IX-B fund. In December 2019, the Company
completed a secondary transaction with the buyout of a €13m
commitment from an investor in the Apax France IX-A fund.
This brought Altamir’s total commitment in the Apax France
IX fund to €318.9m.
In 2018, Altamir subscribed to an investment of €15m in the
Apax Development fund (€255m), which targets small cap
companies in France.
In 2019, Altamir committed to investing €350m in the Apax
France X-B fund. This commitment can be adjusted every six
months based on the Company’s projected cash position.
Investment through funds managed by
Apax Partners LLP
In 2012, Altamir expanded its international investment
strategy to include investments in the funds advised by Apax
LLP, which allowed the Company to:
i. remain faithful to its investment strategy: Apax Partners
LLP and Apax Partners SAS share the same investment
strategy. They invest in growth companies as the majority
or lead shareholder, with ambitious value-creation
objectives, and they specialise in the same sectors;
ii. diversify geographically and in terms of transaction size:
Apax Partners LLP invests in Europe (outside France),
North America and the principal emerging economies
(China, India), relying on its well-staed team of more
than 120 investment professionals distributed across its
seven oces worldwide. Apax Partners LLP carries out its
LBO and growth capital transactions on larger companies:
€500m-3bn in enterprise value, vs. €50-500m for Apax
Partners SAS;
iii. capitalise on the performance of two management
companies (Apax Partners LLP and Apax Partners SAS)
that are leaders in their respective markets.
In 2012, Altamir invested €60m in the Apax VIII LP fund. In
2016, the Company invested €138m in the Apax IX LP fund.
In 2019, Altamir made a commitment to invest €180m in the
Apax X LP fund. This amount was increased to €200m in
January 2021.
Altamir does not benefit from a half-yearly adjustment
mechanism for its investments in funds managed by Apax
Partners LLP.
In 2018, Altamir also took over a $5m commitment in the
Apax Digital fund. This $1.1bn fund targets companies with a
high technology component.
Occasionally, in co-investment alongside these funds
When an investment identified by Apax Partners for its funds
requires a capital investment exceeding an amount that the
funds want to commit out of their own capital, the funds’
investors are in most cases invited to co-invest in the new
portfolio companies, should they wish to. In the interest of
optimising its treasury management, Altamir has informed the
two management companies, Apax Partners SAS and Apax
Partners LLP, of its interest in participating in co-investment
transactions. The first co-investment of this kind was made
in December 2013 when Altamir co-invested alongside
Apax France VIII in Snacks Développement. Two additional
co-investments were made in 2016, in Marlink and InfoVista,
and two more in 2017, in Entoria and ThoughtWorks. In 2020,
Altamir invested in two new companies alongside the Apax
France IX and Apax France X funds, respectively: Graitec and
Odigo. This brought the number of co-investments to seven
as of 31 December 2020.
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Business description
ALTAMIR 2020 Universal Registration Document 57
1.3.4 ALTAMIR’S CASH MANAGEMENT
AND PERFORMANCE
OPTIMISATION STRATEGY
Cash management strategy
One of the key challenges for a listed private equity
company is managing its cash. Unlike private equity funds,
where the responsibility for cash management is left to the
subscribers (each new investment is financed by a call for
funds from the unitholders and divestment proceeds are
distributed immediately), listed companies finance new
investments through their available cash, which is generated
by divestments.
A listed private equity company needs to avoid two pitfalls
in its cash management: firstly, having too much cash, which
could hamper its performance; and secondly, not being able
to meet subscription commitments for the funds in which it
has invested, which could result in the company incurring
heavy penalties or being required to seek external funds at
unfavourable terms.
Borrowing is one potential solution. Altamir believes that this
strategy introduces a significant risk factor. In addition, its
SCR (société de capital risque) tax status limits its potential
to take on debt to 10% of its statutory net book value (around
€73.6m at year-end 2020). Rather, Altamir’s financial strategy
is to set up credit lines for the maximum amount allowed
under the Articles of Association, but to draw on these credit
lines only to meet potential timing dierences arising between
the receipt of divestment proceeds and investment payments.
Altamir’s performance optimisation strategy
The Management Company considers that two conditions
need to be met to optimise Altamir’s long-term performance:
l the ratio of the “amount invested at cost/statutory net book
value” should be as close as possible to 100%;
l investment quality should conform to the Company’s
risk/return strategy.
To achieve these objectives, every three to four years, when
new Apax funds are launched, the Board of Directors of the
Management Company and the Altamir Supervisory Board
prepare a forecast of expected divestments for the next three
to four years in order to determine the total amount that can
be invested, taking into account requirements related to
management costs and dividend policy.
The divestment forecasts are clearly uncertain, while the
subscription commitments in the funds are irrevocable and
give rise to significant penalties if the commitments are not
met. However, the Management Company can use three
mechanisms to deal with these uncertainties:
l if there are insucient divestment volumes:
• it can use available credit lines,
• it can decide not to use the sum available for co-investments,
• it can reduce its commitment to the funds managed by
Apax Partners SAS by €80m;
l if there are excess divestment volumes:
• it can increase the volume of co-investments.
Introducing co-investments into Altamir’s investment strategy
gives the Company additional upward and downward
flexibility to achieve its objective of being invested at 100%
of its statutory net book value.
In addition, the co-investments alongside the Apax funds bear
neither the management fees and nor the carried interest for
these funds. Instead, they form part of the management fees
and carried interest due to Altamir Gérance and to Class B
shareholders.
1.3.5 ALTAMIR'S MANAGEMENT COSTS
Characteristics of Altamir
Altamir is managed by its Management Company, Altamir
Gérance, which is also the General Partner. Altamir receives
investment advice from Amboise Partners SA. Altamir and
Altamir Gérance have no employees.
l Altamir's management costs comprise:
• annual management fees,
• carried interest (performance-based remuneration),
• administrative and operating costs not covered by the
management fee.
Since their creation, Altamir, Apax Partners SA, Apax
Partners SAS and Apax Partners LLP have pursued a policy
of deducting the transaction and monitoring fees charged
directly to the portfolio companies from the management
fees charged to the funds.
l Altamir's investment process is now at the end of its
transition phase. From its creation in 1995 until 2011, Altamir
co-invested alongside the funds managed by Apax Partners
SA. Since 2011, Altamir has invested primarily via the funds
managed by Apax Partners SAS and Apax Partners LLP,
with the option to co-invest alongside these funds when the
opportunity arises. These funds are third-party funds in that
Altamir has no economic ties with these two management
companies. As of 31 December 2020, the Company’s
portfolio at fair value broke down as follows:
• 24.6% direct investments, of which:
- 2 investments in THOM Group and Alain Aelou,
- 7 co-investments (12.4% of fair value) alongside the
Apax France VIII, Apax France IX, Apax France X and
ApaxIXLP funds;
• 75.4% investments through funds.
l Owing to the policy change in 2011, Altamir has two layers
of costs:
• direct costs,
• indirect costs, i.e. the costs of the funds through which
Altamir invests.
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Business description
ALTAMIR 2020 Universal Registration Document58
l
From an accounting perspective, Altamir has opted for full
transparency as described in Section 1.3.2, unlike almost
all other listed companies, which have opted to present
the performance of their indirect investments net of
management fees and carried interest.
Management costs
Altamir's management costs have been defined in the
Company’s Articles of Association since the Company was
founded. They include:
Direct costs
l Management fees: 2% excl. VAT per year (1% per half-year).
They are calculated based on statutory net book value,
which differs from Net Asset Value in that it does not
include unrealised capital gains. For investments made
through Apax funds, the fees are reduced by an amount
corresponding to the product of the amounts invested in
each of the funds multiplied by the average annual rate of
the management fees of each of these funds.
l Costs specific to Altamir’s operations: primarily accounting,
CFO and investor relations fees, which are supplied by
Amboise group companies or by Apax Partners SAS and
re-invoiced to Altamir at cost.
l Carried interest (in accordance with private equity industry
common practice): as per the Articles of Association, the
management team receives 20% of net gains, allocated as
follows:
• 2% to the General Partner,
• 18% to the Class B shareholders, who are the members of
the investment team.
Carried interest at Altamir:
Class B shareholders and the General Partner receive
carried interest only on direct investments:
l The two investments in THOM Group and Alain Aelou,
with no hurdle rate* conditions.
l The co-investments alongside the Apax funds, provided
they generate an annual IRR in excess of the hurdle rate
of 8%.
Carried interest is calculated based on adjusted statutory
net income. This result includes realised capital gains
and unrealised capital losses (impairment of securities)
but does not include unrealised capital gains, contrary
to IFRS income, which is used to determine Net Asset
Value (NAV). It does not include financial income from
cash investments. It does, however, include total adjusted
losses from previous years if the losses have not yet been
oset (high water mark).
* Shareholders have not been penalised by the lack of a hurdle rate,
as the gross IRR on all of the divestments of LBO and growth capital
transactions from Altamir’s inception to 31 December 2020 amounts
to 13.6%
(1)
, which greatly exceeds the generally-applied minimum IRR
of 8%.
Indirect costs
Indirect costs invoiced to the Apax funds in which Altamir invests are identical to those paid by all other investors in these funds
and are therefore in line with the market conditions as of the date the funds were created. They comprise:
l Management fees:
The management fees for the Apax France VIII-B, Apax France IX, Apax France X-B, Apax VIII LP, Apax IX LP, Apax X LP,
Apax Development and Apax Digital funds were paid or recognised in 2020 at the rates indicated below:
Management fees paid in 2020:
Funds Management fees
Apax France VIII-B 0.85% incl. VAT on committed capital (post-investment period)
Apax France IX 1.50% incl. VAT on committed capital (post-investment period)
Apax VIII LP 1.27% incl. VAT on net capital invested (post-investment period)
Apax IX LP 1.15% incl. VAT on committed capital (post-investment period)
Apax X LP 1.33% incl. VAT on committed capital (investment period)
Apax Development 1.93% incl. VAT on committed capital (investment period)
Apax Digital 1.63% incl. VAT on committed capital (investment period)
(1) Figure audited by EY.
Business description and activities
Business description
ALTAMIR 2020 Universal Registration Document 59
l
Carried interest
Apax France VIII-B 20% of the realised or unrealised capital gain due to the managers of these funds,
i.e. Apax Partners SAS and Apax Partners LLP, provided the 8% minimum annual IRR
(hurdle rate) is exceeded
Apax France IX
Apax VIII LP
Apax IX LP
Apax France X-B
Apax X LP
Apax Development Apax Digital
As of 31 December 2020, the IRR of the Apax France VIII,
Apax France IX, Apax VIII LP, Apax IX LP, Apax X LP and
Apax Digital funds exceedeed the hurdle rate. The Apax
FranceX and Apax Development funds, which are at the start
of their investment period, are not in an unrealised capital
gain position.
Altamir has opted for a conservative accounting policy under
which it recognises a provision for carried interest, even if the
hurdle rate is not achieved in a given year
1.3.6 ALTAMIR’S STRATEGY
Altamir pursues an ambitious growth and value creation
strategy, rearmed in 2018 on the occasion of the takeover
bid on the Company by Maurice Tchenio, its principal
shareholder (via the holding company Amboise SAS).
Mr Tchenio is also Chairman & CEO of Altamir Gérance.
This strategy is made up of the following objectives:
l increase Net Asset Value (NAV) per share by outperforming
the benchmark indices (LPX Europe, CAC Mid & Small);
l maintain a simple, attractive, and sustainable dividend
policy: 2-3% of NAV as of 31 December.
As Altamir invests principally via the Apax funds, its
strategy relies on that of Apax Partners. Every 3-4 years,
when the fund management companies Apax Partners SAS
and Apax Partners LLP launch a new generation of funds,
the Board of Directors of the Management Company and
Altamir's Supervisory Board prepare a forecast of expected
divestments for the next 3-4 years in order to determine the
amount Altamir will invest in these new funds, taking into
account requirements related to management costs and
dividend policy.
In 2015-16, the Boards approved Altamir Gérance’s
recommendation to invest around €500m over the 2016-19
period. These funds were invested as follows:
l €444m in the funds managed by the Apax Partners
management companies, of which €306m in the Apax
France IX-B fund and €138m in the Apax IX LP fund;
l €56m in co-investment alongside these funds.
In 2019, the Management Company decided to invest €750m
over the 2020-23 period, as follows:
l €530m was invested in the two tenth-generation funds
launched by Apax Partners SAS and Apax Partners LLP:
• €350m in the Apax France X fund, which Apax Partners
SAS is currently raising (as with Apax France IX, Altamir
will benefit from an opt-out clause enabling it to reduce
its commitment by €80m based on its available cash),
• €180m in the Apax X LP fund managed by Apax Partners
LLP. This amount was increased to €200m in January 2021.
l In addition, €200m was allocated to co-investments and
strategic investments.
l €20m was allocated to the Apax Digital and Apax
Development funds.
The Management Company believes that the increase
in Altamir’s size and the changes in the private equity
industry offer new growth opportunities via investments
in new geographical regions or in new market segments.
Consequently, looking beyond the amounts allocated to the
principal funds managed by Apax Partners SAS and Apax
Partners LLP, the Management Company adapts Altamir's
investment strategy to market developments.
Apax Partners SAS and Apax Partners LLP have already
begun to broaden their strategy by expanding the range of
funds they oer. Specifically, Apax Partners SAS has launched
Apax Development, a private equity fund that aims to take
majority stakes in French small cap companies. At the same
time, Apax Partners LLP has launched Apax Digital, a fund
that aims to make significant investments in tech and digital
companies that are smaller than those in the ApaxVIIILP,
Apax IX LP and Apax X LP funds and that are located in Apax
Partners LLP’s geographical scope, namely Europe, North
America, China, India and Israel.
In 2018, following consultation with the Supervisory Board,
Altamir Gérance’s Board of Directors decided to invest €15m
in Apax Development and $5m in Apax Digital, keeping
in mind that these amounts would be invested during
the 2018-21 period. Altamir's objective is to seize new
opportunities in fast-growing markets, while capitalising
on the competitive advantages oered by Apax Partners:
sector expertise and an ability to create value through digital
transformation, acquisitions and internationalisation.
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ALTAMIR 2020 Universal Registration Document60
To further the objective of increasing NAV, Altamir would like
to be able to take advantage of new investment opportunities.
Within the next four years, the Company could invest outside
the Apax universe so as to increase its exposure to Asia. In
addition, as Altamir is equivalent to an evergreen fund, i.e.
with no maturity, it can also position itself on investment
opportunities whose investment horizon exceeds the
customary 7-10 year span of private equity funds.
Growth companies
The Apax Partners’ strategy consists in backing companies
with high growth potential, primarily through LBO and growth
capital transactions.
The funds managed by Apax Partners invest in growth
companies active in their sectors of specialisation, with
the objective of making them leading companies in their
respective sectors.
Investments are acquired with an average holding period of
five years.
These companies are characterised by sound fundamentals.
The principal investment criteria are as follows:
l excellent entrepreneurs, with ambitious business development
projects;
l competitive advantage (technology, concept, brand, etc.)
or unique business model (barriers to entry, resilient profile
in the event of a cyclical downturn);
l leader or the potential to become the leader in its sector at
the domestic, European or worldwide level.
Sector specialisation
The Apax Partners strategy is to invest in four sectors of
specialisation: TMT (Technologies, Media and Telecom),
Consumer, Healthcare and Services.
The investment teams are organised around these sectors
of specialisation. Apax Partners SAS and Apax PartnersLLP
have dedicated teams for each sector. With roughly
30professionals in Paris, and more than 120 professionals
across the seven Apax LLP oces around the world, the Apax
Partners investment teams are among the largest and most
experienced private equity teams in France and worldwide.
Each investment is followed by the same team, from
acquisition, through development and until divestment. Apax
Partners employs experienced specialists in each sector.
Thanks to this well-staffed team, Apax Partners can
simultaneously (i) actively search for opportunities,
(ii) conduct in-depth due diligence on various transactions,
(iii) provide real assistance to companies in the portfolio and
(iv) maintain an ongoing dialogue with investors.
The principal competitive advantages arising from this
strategy of sectoral specialisation are as follows:
l the best investment opportunities are targeted;
l proprietary deals;
l limited competition for acquisitions, generating better
scope for return on investment; rigorous investment
procedures; and
l value creation, strong commitment from Apax teams.
LBO/growth capital operations
Acquiring a company through an LBO-type operation is
generally performed through one or more holding companies
specifically created to carry out the acquisition. The
acquisition is financed through a combination of long-term
debt (generally with a seven-year minimum term) and equity.
The majority of the debt is repayable at maturity, and a
portion of the interest is also paid on the sale of the company.
The assets or shares of the underlying company are the only
security provided to creditors, the funds themselves provide
no guarantee. Consequently, in the case of default, only the
equity invested in the operation is at risk. The other assets
held by the private equity funds are not at risk, as the debt
is “non-recourse”.
Position of majority or lead shareholder
Apax Partners always focuses on taking significant majority
or minority ownership stakes. As a result, it is in a strong
position for negotiating terms of entry, has a more significant
impact on the company’s strategy and significantly influences
the nature and timing of the exit process. Apax Partners
considers that this approach facilitates value creation.
Ambitious value-creation objectives
The partners can leverage their in-depth industrial and
business experience to offer practical support to the
executives of the companies in the portfolio as they address
challenges and exploit opportunities.
The sector investment teams use their in-depth knowledge
of their respective sectors to develop advice on the main
strategic and operational initiatives.
Within Apax Partners LLP, they benefit from the support
of the Operational Excellence team. This team makes a
vital contribution to Apax's value-creation strategy, which
is focused on digital transformation. Composed of around
20 experts, the Operational Excellence team supports
portfolio companies in areas as varied as product pricing,
artificial intelligence, data usage and the management of
human capital.
Within Apax Partners SAS, the sector investment teams
collaborate with a Chief Digital Ocer, who is responsible for
supporting portfolio companies in their digital transformation,
a Debt Director and a Business Development Director.
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ALTAMIR 2020 Universal Registration Document 61
1.3.7 APAX PARTNERS’ INVESTMENT
PROCESS
Apax Partners SAS and Apax Partners LLP are entrepreneurial
firms that use proven internal procedures. 90% of their
capital is held, directly or indirectly, by their partners. They
are managed via permanent committees responsible for
defining and tracking strategy, implementing the investment
and divestment process and managing operations. They also
have integrated IT systems refined over the years and based
on high-quality software solutions.
Apax Partners SAS and Apax Partners LLP have committees
that are distinct but similar in purpose.
Committees
l The Strategy Committee, composed of all the partners,
meets once a year to define the strategic orientation. In
particular, it studies the overall performance of the funds,
the investment strategy and evaluates the skills of the
investment teams.
l The Operations Committee includes the three or four
principal shareholder-partners of Apax Partners. The
Committee meets once a month and on an ad hoc basis
to ensure the continued operational management of the
Company.
The investment process is managed by three committees:
l the Investment Committee makes all investment decisions.
Before being presented to the Investment Committee, all
investment opportunities are examined by the Approval
Committee, a sub-group of the Investment Committee;
l the Divestment Committee makes all exit decisions;
l the Monitoring Committee tracks the performance of all
companies in the portfolio, according to a pre-determined
schedule. One or more outside specialists might be invited
to sit on this Committee.
In addition, there are two annual reviews of the portfolio.
Investment process
Origination
Investment opportunities can be identified:
l principally by Apax Partners' sector teams, owing to their
skills, their experience, and their contacts, with the help of
specific marketing programmes and tools;
l but also through the network of intermediaries set up and
cultivated by Apax Partners.
Evaluating potential transactions
Once investment opportunities are identified, preparatory
work begins, as determined by the head of the investment
team. This first phase is intended to rapidly determine
whether the transaction would be in line with the strategy
and investment criteria of the funds as well as the priority and
resources that should be devoted to it.
If the proposed transaction passes this test, the team
prepares a document containing the information necessary
to validate that the transaction corresponds in principle to
Altamir's investment strategy and including a recommended
investment size and approach (due diligence, negotiations,
structure, etc.).
Based on this document, which is presented at the partners'
weekly meeting, the partners decide whether or not to
pursue the transaction. They might also decide to expand the
investment team or change the composition of the Approval
Committee that will track the investment process.
The Approval Committee, in collaboration with the investment
teams, ensures that due diligence is properly carried out
and that favourable terms have been negotiated before an
investment decision is taken.
As a rule, the investment teams use of a number of external
advisory firms to undertake studies and due diligence
procedures:
l on the markets and the competitive positioning of the
company;
l to validate business plan assumptions;
l to validate the accounting and financial position of the
company (net value, debt level, earnings quality and
recurrence);
l on legal, social and environmental risks, and insurance
coverage;
l on the skills of the target company’s sta.
Valuation studies are undertaken with the support of specialist
banks, and joint research on suitable financing, notably for
LBOs, is carried out with the partner banks. Finally, the services
of prominent lawyers are essential to draft the numerous
legal documents required (e.g. share purchase agreement,
shareholders’ agreement, and contracts with the management
team on the remuneration and incentive packages).
The investment team presents a summary report on the
opportunity to acquire (or not) to the Investment Committee,
which then decides whether or not to proceed with the
acquisition.
A rigorous system for delegating authority is put in place for
each stage of the process.
Monitoring investments
For each new investment, a value-creation plan is shared with
the company’s management team, who will be responsible for
implementing the plan.
The investment team monitors investments on both
operational and financial levels. The team meets regularly
with the management of each company in the portfolio
during Board meetings or operational review meetings.
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ALTAMIR 2020 Universal Registration Document62
To monitor the potential, growth and valuation trends of
portfolio companies, Apax Partners LLP’s cross-functional
team – Operational Excellence – is often called upon to
bolster and optimise value creation for a given company
through specific projects.
The partners prepare a monthly report on the main financial
and operational indicators for all of the portfolio companies.
The investment team in charge of each company in the
portfolio prepares a report that serves as a basis for
the Monitoring Committee meetings. The Committee
meets throughout the investment period. It reviews the
post-acquisition plan and assesses the progress made since
the investment date.
In addition, all of the partners perform a complete portfolio
review twice a year. The objective of this review is to update
the information on each investment and the expected multiples
and IRRs for each company in the portfolio. These updated
projections are then included in a report that serves as a guide
for managing the overall performance of Apax Partners.
Apax Partners has also implemented a set of administrative
and internal control procedures used to track, verify, manage
and document all financial and administrative transactions
related to the investments and to management of the funds.
The assets in the funds are valued according to the principles
described in the notes to the consolidated financial statements.
1.3.8 ALTAMIR’S DECISION-MAKING
PROCESS
The Board of Directors of Altamir Gérance defines Altamir’s
investment strategy and its three- to five-year asset allocation
policy. Decisions to invest in or exit from funds are also
made by the Board of Directors. Co-investment decisions
are delegated to the Chairman of the Board of Directors.
The Board ensures that asset allocation rules are adhered
to and is responsible for monitoring the performance of the
investments made.
For decisions to invest, co-invest or exit a fund, Altamir can
use the services of Amboise Partners SA. The corresponding
investment advisory agreement and co-investment charter
are presented below, keeping in mind that the latter will
terminate when the legacy portfolio has been sold.
After its team have studied the proposals, Amboise Partners
SA’s investment committee, composed of Maurice Tchenio
and Patrick de Giovanni, formulates recommendations for
Altamir Gérance.
Investment advisory agreement
Under the investment advisory agreement between Altamir
and Amboise Partners, authorised by Altamir’s Supervisory
Board at its 12 October 2006 meeting, Amboise Partners SA
provides Altamir with the investment advisory services inherent
in managing a private equity portfolio, including:
l advice on investment and divestment activities:
• investment and divestment of assets held alongside the
Apax funds,
• allocation of assets in order to make subscription
commitments in Apax funds and to size these commitments
as a function of forecast cash flows,
• co-investments alongside the Apax Funds to optimise
portfolio performance;
l advice on value creation within the portfolio:
• investment management,
• participation of members of the management team in the
governing bodies of portfolio companies,
• acquisition assistance (build-up transactions),
• monitoring the portfolio and providing information used in
reporting;
l advice on valuations:
• calculating the value of directly held investments,
• reviewing the valuations applied by the funds in which
Altamir has invested;
l advice on cash management and negotiation of credit lines.
Amboise Partners SA is remunerated for these services through
the payment of fees, whose amounts and calculation method
can be found in Section 2.3.
This investment advisory agreement was entered into for an
indefinite period. Nevertheless, either party can terminate it, in
accordance with the law, if the other party fails to meet one of
its obligations and has not cured the breach within 30 days from
formal notification.
In 2020, the investment advisory agreement mainly covered the
following transactions:
i) investments and commitments:
• an additional €20m was allocated to the Apax X LP fund,
• various co-investments were studied and two of them
were undertaken (Graitec and Odigo) in the amount of
€10m each;
ii) divestments:
• opportunities for the sale of legacy portfolio companies
were analysed,
• the sale of Altran was finalised;
iii) value creation:
• Altamir participated in the Boards of Advisors of the
Apax management companies,
• Altamir participated in the Board meetings of the two
legacy portfolio companies,
• the legacy portfolio companies were monitored on a
monthly basis,
• the portfolio companies held through the Apax funds
were monitored on a quarterly basis;
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ALTAMIR 2020 Universal Registration Document 63
iv) valuations:
• portfolio valuations were monitored on a quarterly basis
in the context of the sanitary crisis,
v) cash management and credit lines:
• the high-yield bond fund invested in emerging markets
was monitored,
• terms and conditions for the Company's financing
were negotiated in the specific context of the Covid-19
pandemic,
• lines of credit were implemented for an additional €60m
(€55m as of 31 December 2020).
Co-investment agreement
As previously indicated, on 23 April 2007, the Company
signed a co-investment agreement with Apax Partners SA
(now Amboise Partners SA). The principal features of this
agreement are detailed below. As the Apax VII fund is 100%
invested, this agreement now applies only to follow-on
investments in the existing portfolio and to divestments.
The agreement will terminate when the legacy portfolio has
been sold.
Any change to the agreement must be authorised by a
two-thirds majority of the present or represented members
of the Supervisory Board, and based on a report from the
Management Company.
Co-investment agreement between Altamir
and Amboise Partners SA
It is organised around the following general principles:
i) Amboise Partners SA agrees to invite Altamir to participate
pari passu, at the aforementioned percentage, in any
investment carried out by Apax France VII;
ii) Altamir performs every divestment, whether partial
or total, that Amboise Partners SA proposes. Such
divestments are realised in proportion to the respective
holdings of the Amboise Partners SA funds and Altamir;
iii) similarly, in the event of a reinvestment, the percentages
invested by Altamir and the fund managed by Amboise
Partners SA are the same as those of the initial investment
(and not those in eect as of the date of the reinvestment,
if dierent);
iv) Altamir shares expenses of any kind incurred during the
investment or the divestment (e.g. due diligence, legal
fees, etc.) according to the same percentages, including
when these expenses pertain to projects that did not
come to fruition. The same applies to the cost of liability
insurance for the directors and corporate officers of
portfolio companies proposed by Amboise Partners SA
and to amounts claimed from them as personal liability,
except in the event of serious or willful misconduct;
v) Amboise Partners SA may invite Altamir to acquire
securities from a fund it manages only if it will be a
nominee for less than six months or if accompanied by
the necessary precautions to ensure the independent
nature of the transaction, such as an outside investor
concurrently taking at least 25% of the new round of
financing, an auction procedure or an independent expert
valuing the transaction.
1.3.9 THE ALTAMIR TEAM
The Company has no employees. Altamir is managed by
Altamir Gérance. The Board of Directors of Altamir, composed
of five members and chaired by Maurice Tchenio, defines the
investment and asset allocation strategies. Altamir Gérance has
no employees and relies on the investment advisory agreement
between Altamir and Amboise Partners SA.
Amboise Partners SA (formerly Apax Partners SA) is the
management company for the French private equity funds,
from the first fund created in 1983 (Apax CR) through to the
Apax France VII fund raised in 2006. Based in Paris, Amboise
Partners SA has a team of five executives, including three
partners: Maurice Tchenio (Chairman & CEO), Patrick de
Giovanni and Romain Tchenio.
Patrick de Giovanni – (75) joined Apax Partners in 1983 as
a partner, when the first fund was created. A graduate of
Ecole Polytechnique, he began his career at Cofror, a French
consultancy specialised in IT systems, before serving for four
years at the Neiman group (automotive equipment) as an
internal controller. After three years in the industry surveys
department of Société Générale, Mr de Giovanni formed a
partnership with another entrepreneur to turn around Criss, an
industrial valves and fittings manufacturer. At Apax Partners,
he has carried out many investments in industrial and business
services companies, through all types of transactions (venture
capital, growth capital, LBO). He is a former president of
the AFIC (Association Française des Investisseurs pour la
Croissance), which became France Invest in 2018.
Claire Peyssard-Moses – (47) graduated from HEC in 1996.
She began her career as a management analyst in the Finance
Department at Lafarge. She then held various positions in
the financial communication departments of dierent CAC 40
groups. In 2006, she joined Saint-Gobain’s Financial Control
department, where she participated in various projects
relating to the divestment of the company’s Packaging
activities (Verallia). She joined Verallia in 2010, during the
IPO project, where she took charge of Investor Relations
and Communication. In 2015, she was appointed Director of
Investor Relations and Financial Control at Verallia, where she
managed successive refinancing operations as part of the
LBO led by Apollo. She has been Altamir’s Investor Relations
and Communications Director since October 2018.
Éric Sabia – (42) is a graduate of Montpellier Business School
and holds a BA in Management and Business Administration
from the University of Reading in the United Kingdom. He
began his career in 2003 at PricewaterhouseCoopers in
Luxembourg and then in Paris, where he spent five years
working as a Supervisor/Auditor in the Financial Services
department. He has significant experience in private equity,
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ALTAMIR 2020 Universal Registration Document64
having spent eight years at Fondinvest Capital, a fund-of-funds
management company, where he held the position of deputy
CFO from March 2008, and CFO from January 2013. He was
appointed Chief Financial Ocer of Altamir in August 2016.
Maurice Tchenio – (77) is Chairman of Altamir Gérance,
and Chairman and CEO of Amboise Partners SA. He is
also Chairman of the AlphaOmega Foundation. He began
his career as an assistant professor of finance at HEC,
before taking a position as project leader at the Institut de
Développement Industriel (IDI, Paris), an investment bank
specialising in equity investments. In 1972, he founded Apax
Partners with Ronald Cohen and Alan Patricof. Today, Apax
Partners is a global private equity leader. From 1972 to
2010, he was the Chairman and CEO of Apax Partners SA,
the Group's French arm. In 1995, he created Altamir, a listed
private equity company. In 2010, he created AlphaOmega,
a venture philanthropy foundation recognised for its public
interest. He is the co-founder of AFIC (Association Française
des Investisseurs pour la Croissance), which became France
Invest in 2018, and former director of EVCA (European Private
Equity and Venture Capital Association, now Invest Europe).
Maurice Tchenio has degrees from HEC and Harvard Business
School, where he was a Baker Scholar and graduated with
high distinction.
Romain Tchenio (45) – is a graduate of ESCP Europe. He began
his career as a financial analyst with PricewaterhouseCoopers
Corporate Finance. He joined Toupargel in 2004 as an agency
manager in Marseille. He was appointed Southwest Regional
Manager in 2006 then Sales Director, a position he held from
2010 to 2013, after which he was then named CEO of Toupargel
Groupe, and then Chairman & CEO in January 2017. Romain
Tchenio joined Amboise Partners SA on 1 January2020.
1.3.10 APAX PARTNERS TEAMS
Apax Partners SAS
Apax Partners SAS is the management company of Apax
France VIII (€704m), Apax France IX (€1.030bn), Apax
FranceX (hard cap: €1.4bn) and Apax Development (€255m).
It is also Amboise Partners SA’s investment advisor for the
legacy portfolio.
Headquartered in Paris and chaired by Eddie Misrahi,
Apax Partners SAS has an investment team of around
30 professionals, including nine partners: Eddie Misrahi, Marc
Benatar, Damien de Bettignies, Bruno Candelier, Guillaume
Cousseran, Eric Hamou, Bertrand Pivin, Thomas Simon
and Thomas de Villeneuve. The partners have an average
seniority at Apax of 15 years. They have in-depth knowledge
of the sectors in which they invest and have previously held
management positions in companies or consulting firms.
The Apax Development fund is managed by dedicated team
of 11 professionals, led by Caroline Rémus. It has three other
partners: Bérenger Mistral, Isabelle Hermetet and Olivier Le Gall.
The Apax Partners SAS investment teams are organised by
sector and comprise specialists in areas such as Business
Development, Financing and Investor Relations, Digital and ESG.
Eddie Misrahi – (66) joined Apax Partners in 1991 as a Partner
in charge of TMT investments. He has supported the growth
of both young, innovative companies and more mature
companies through development financing and buyout
transactions. Mr Misrahi became Deputy Chief Executive
Ocer of Apax Partners SA (renamed Amboise Partners SA)
in 2007 and Chairman and Chief Executive Ocer of Apax
Partners SAS (formerly Apax Partners MidMarket) in 2008.
He started his career at McKinsey & Co. in Paris then in Mexico
City, before working at an American telecommunications
group in the United States. He was president of the AFIC
(Association Française des Investisseurs pour la Croissance,
now France Invest) from 2007 to 2008. Mr Misrahi is a
graduate of Ecole Polytechnique and holds an MBA from
Harvard Business School.
Apax Partners LLP
Apax Partners LLP is the management company of
ApaxVII LP ($7.5bn), Apax IX LP ($9.0bn), Apax X LP
($11.8bn) and Apax Digital ($1.1bn).
Headquartered in London and co-managed by Andrew Sillitoe
(London) and Mitch Truwit (New York), the Apax Partners
LLP team comprises more than 120 investment professionals,
including 32 Partners.
These professionals are organised in four sector teams (TMT,
Consumer, Healthcare, Services) based in seven offices
worldwide (London, New York, Munich, Tel Aviv, Mumbai,
Shanghai and Hong Kong).
The Apax Digital fund is managed by dedicated team of
19 professionals, including two partners: Marcelo Gigliari and
Dan O’Keefe.
The Apax Partners LLP investment teams work closely
with the heads of the Operational Excellence team (around
20people), who provide direct support to the management
teams to accelerate value creation in portfolio companies and
with the Capital Markets team (three people), who create
innovative financing solutions for portfolio companies.
Andrew Sillitoe – (48) is co-CEO of Apax Partners and a
Partner in the technologies and telecommunications team.
Mr Sillitoe is also a member of the Executive and Investment
Committees. Based in London since joining the firm in 1998,
he focuses on the technology & telecommunications sectors.
Mr Sillitoe has been involved in a number of deals, including
Inmarsat, Intelsat, King, Orange, TDC, TIVIT and Unilabs.
Prior to joining Apax Partners, Mr Sillitoe was a consultant
at LEK where he advised clients on acquisitions in a number
of sectors. Mr Sillitoe holds an MA in Politics, Philosophy and
Economics from Oxford and an MBA from INSEAD.
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ALTAMIR 2020 Universal Registration Document 65
Mitch Truwit – (52) is co-CEO of Apax Partners, Chairman of
Apax Digital and sits on the board of the Apax Foundation.
Prior to joining Apax Partners in 2006, Mr Truwit was the
President and CEO of Orbitz Worldwide, a subsidiary of
Travelport, between 2005 and 2006, and was the Executive
Vice President and Chief Operating Ocer of priceline.com
between 2001 and 2005. Mr Truwit is a graduate of Vassar
College where he received a BA in Political Science. Mr Truwit
also holds an MBA from Harvard Business School. He serves
as a Board member of Boats Group, Quality Distribution Inc.
and Trade Me. He previously served as a Board member of
Advantage Sales & Marketing, Answers, Assured Partners,
Bankrate, Dealer.com, Garda World, Hub International and
Trader Canada. He is on the Board of the Apax Foundation,
of Street Squash, a development program for Harlem
youngsters, of the John McEnroe Tennis Project and of Posse.
1.3.11 RESPONSIBLE INVESTING
Context
Altamir is a portfolio company whose purpose is to acquire,
manage and dispose of French or foreign securities. Given the
nature of its business and the fact that it has no employees
and no buildings, human resources information is not
applicable. In addition, the Company is not required to publish
a statement of non-financial performance (Article L.225-102-1
of the French Commercial Code), because it does not exceed
the applicable thresholds.
Altamir’s relationships with its stakeholders
Altamir is managed by Altamir Gérance SA, which defines the
investment policy and carries out the day-to-day management
of the Company. Altamir maintains an on-going dialogue with
Company shareholders, the financial community (private
and institutional investors, analysts and journalists) and the
AMF. That dialogue is conducted by the Chairman of the
Management Company, the Chief Financial Ocer and the
Head of Investor Relations and Communications.
Contact with investors and analysts occurs through one-on-
one meetings or more formal gatherings such as the Annual
General Meeting, the two information meetings organised
with the SFAF in Paris, and two webcasts (in English) that
take place at the time of the annual and half-yearly earnings
releases. Altamir also participates in annual road shows and
events organised by brokers and specialist companies to allow
the company to meet its shareholders and potential investors,
both French and foreign.
In the area of financial communication, Altamir follows the
regulations and recommendations of the AMF, which ensures
that investors are protected and informed. In that regard,
Altamir Gérance fully discloses all regulatory information about
Altamir to investors and ensures that all investors receive the
same information.
Any new information about Altamir’s financial statements,
portfolio or regulatory requirements is published in a press
release, available in French and English, which is widely
distributed electronically by a recognised professional
distributor, and available on the Company’s website at
www.altamir.fr.
A more comprehensive communication is produced at the
close of the annual and half-yearly reporting periods (Universal
Registration Document including the annual financial report
and semi-annual report). Altamir is a member of CLIFF (an
association of French financial communication professionals),
which allows it to share best practices with other listed
companies.
Investment through and alongside the funds
managed by Apax Partners
Altamir’s invests principally through or alongside funds
managed by the two management companies, Apax
Partners SAS and Apax Partners LLP. As such, Altamir relies
on the Apax teams’ expertise to identify new investment
opportunities, manage the companies in the portfolio and
create value.
The two Apax Partners companies signed the Principles for
Responsible Investment (PRI) in 2011, making responsible
investing an integral part of their investment policy. After
implementing a full range of processes, they now adhere
to these principles over their entire scope and over the full
investment cycle, from due diligence to post-investment
follow-up.
For several years, they have each taken the additional step of
formalising an environmental, social and governance (ESG)
policy so as to make the performance of their portfolio
companies sustainable and thereby optimise value creation.
These measures have contributed to making an investment in
Altamir a responsible investment from a social, environmental
and societal perspective.
Apax Partners are responsible investors
ESG initiatives
Apax Partners SAS and Apax Partners LLP decided to
adopt an overall ESG strategy and signed the Principles of
Responsible Investing (PRI) in 2011, committing themselves
to integrating responsibility criteria into their management
and investment policies (www.unpri.org).
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ALTAMIR 2020 Universal Registration Document66
PRINCIPLES FOR RESPONSIBLE INVESTMENT
The Principles for Responsible Investment were
conceived by a group of institutional investors in
response to the growing importance of environmental,
social and governance issues. Sponsored by the United
Nations, this initiative brings together more than
3,000signatories, representing more than $110bn in
assets under management. It aims to promote a lasting,
worldwide financial and economically ecient system,
that rewards long-term responsible investment and
benefits the environment and society at large.
The six Principles are as follows:
l Incorporate ESG issues into investment analysis and
decision-making processes.
l Be active owners and incorporate ESG issues into our
ownership policies and practices.
l Seek appropriate disclosure on ESG issues by the
entities in which we invest.
l Promote acceptance and implementation of the
Principles within the investment industry.
l Work together to enhance our effectiveness in
implementing the Principles.
l Report on our activities and progress towards
implementing the Principles.
Both companies participate actively in industry discussions
and contribute to the development of these practices within
the private equity profession. For example, Apax Partners
SAS is a member of the steering committee of the ESG
commission of France Invest (formerly the AFIC).
In 2015, Apax Partners SAS and four other private equity firms
launched Carbon Initiative 2020 aimed at combating the
eects of climate change. This was the French private equity
profession’s first commitment to measure, manage and reduce
the greenhouse gas emissions of its portfolio companies. As
of the end of 2020, the initiative had 36 signatories.
International Climate Initiative
Launched in 2015 during the COP 21 by five French private
equity funds, including Apax Partners SAS, the Carbon
Initiative 2020 (Ic 20) was renamed Initiative Climate
2020 in 2017. It became the initiative Climat International
(iCI) when it was adopted by the PRIs at the Climate
Finance Day in November 2018. This forum for dialogue
helps enlist the support of private equity firms wishing
to play an active role in combating climate change. The
signatories implement concrete and operational tools
and methodologies to help investment teams integrate
climate issues into their investment decisions on the one
hand and to perform a carbon footprint evaluation on the
other. Every year Initiative Climat 2020 signatories gather
in workshops to discuss topics such as infrastructure
and how to raise awareness among managers. As of
the end of 2020, 36 signatories, representing more than
40% of assets managed by French private equity firms,
had joined iC France. Since 2018, the PRIs have given
international visibility and valuable recognition to the
work done by French private equity firms.
ESG approach and organisation
The two Apax Partners companies have devoted resources to
deploying and managing their ESG action plan:
l For Apax Partners SAS, a partner defines ESG policy and an
ESG manager is responsible for implementing it throughout
the firm and for coordination with portfolio companies.
l For Apax Partners LLP, a diverse, six-member Sustainability
Committee meets monthly to discuss all ESG subjects,
both at the management company and in the investment
portfolio. Within the portfolio, the ESG approach is
implemented with the support of the Operational Excellence
Practice (OEP) team.
Responsibility is an integral part of Apax’s investment
approach and covers the entire investment cycle, from pre-
investment due diligence to post-investment follow-up:
l before an acquisition, Apax conducts due diligence to
identify ESG risks and potential value creation drivers;
l throughout the investment period, Apax creates a roadmap,
appoints an ESG manager for the company, supports ESG
implementation and designs ESG reporting to measure
progress;
l upon exit, Apax conducts due diligence again so as to value
the company’s ESG performance.
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ALTAMIR 2020 Universal Registration Document 67
Since they are most often majority or lead shareholders across
the funds they manage, the two Apax Partners companies
have the ability to influence companies’ strategies, and can
help them implement and deploy their ESG policies. In this
way, Apax Partners SAS influences around 20 companies
with a total headcount of around 20,000, and Apax Partners
LLP around 30 companies, representing more than 100,000
employees.
To facilitate the reporting of ESG information, the two Apax
Partners companies have deployed dedicated software.
In 2020, Apax Partners SAS set up its digital Reporting 21
platform, which quickly and eciently collects data from all
portfolio companies, so as to obtain a precise, complete and
meaningful ESG report.
The two management companies communicate the
information they collect and process to their investors through
semi-annual reporting on the performance of the funds and the
companies in the portfolios. A summary is communicated to a
wider audience; it is available online at www.apax.fr and www.
apax.com.The Responsibility section of Apax Partners SAS’s
website presents the management company’s ESG policy; its
annual report includes the actions and initiatives of its portfolio
companies and an HR report on all portfolio companies (sta,
payroll, HR policies). Every year, Apax Partners LLP publishes a
dedicated “Sustainability Report” which also describes its ESG
policy and provides an overview of the data collected from
portfolio companies on the basis of environmental, social and
governance criteria.
Environmental responsibility
The direct environmental footprint of the two Apax
management companies is limited, by virtue of the very nature
of their activities. Both have conducted carbon assessments,
however, which has helped to heighten awareness internally
and to implement some environment-sensitive operating
procedures.
Within the investment portfolio itself, the environmental
impact is relatively low given that Apax’s four investment
sectors require little capital expenditure.
Nevertheless, the companies managed by Apax Partners
SAS (20 investments as of 31/12/2020) have implemented
indicators to track CO
2
emissions and carbon intensity on an
annual basis. Seven companies have developed responsible
purchasing standards, nine monitor their suppliers and six
carry out ESG supplier audits. They pay particular attention
to purchases of raw materials.
To protect the planet while still enabling companies to
exercise their activities over the long term, Apax Partners
LLP has defined its top five environmental responsibility
objectives as follows:
TOP FIVE OBJECTIVES
Optimise the use of
natural resources
Reduce energy consumption
Encourage waste treatment
and minimise soil pollution
Pay particular attention to the
management of hazardous waste
Adhere to local environmental
standards
Within the portfolio, the following principal indicators are
monitored: electricity consumption, paper and packaging
consumption, waste production and environmental accidents.
Social responsibility
Apax Partners SAS employs around 50 people, of whom
roughly 30 are investment professionals, and Apax
PartnersLLP employs more than 230 people, of whom
more than 120 are investment professionals spread among
seven offices around the world. These professionals are
recruited according to criteria of excellence (i.e., prestigious
universities, MBA and international experience). The two
companies enjoy a strong reputation and are recognised
as leaders who attract the best talent. Their employment
policy is instrumental in developing loyalty among the sta,
in motivating them, and includes: good working conditions,
competitive remuneration and incentives compared with
market practices (profit-sharing and bonuses based on
company and fund performance), individual and group
training programmes, formalised evaluation process, career
development opportunities and internal promotion.
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ALTAMIR 2020 Universal Registration Document68
The two companies have set ambitious diversity and professional equality objectives:
Apax Partners LLP Has joined an industry-wide programme,
alongside prominent international private equity
firms, aimed at promoting diversity, equality and
inclusion both in the firms themselves and in the
companies they manage.
l The 46 signatories of this initiative have
committed to setting ambitious recruitment
and retention objectives, supported by actual
recruitment figures showing gender and
ethnicity, for example.
l Signatories commit to recruiting a dedicated
diversity manager in their organisation and to
training their employees.
Accordingly, an Apax Partners LLP partner
was appointed to be in charge of Inclusion and
Diversity and monitor the implication of these
objectives.
Ensure that portfolio companies:
l adhere to local employment law regulations;
l implement processes to improve employee
working conditions (health, safety, eradicating
forced labour – in particular of children – and
combating harassment).
Apax Partners SAS Has signed the diversity standards developed by
the members of France Invest:
l Apax Partners SAS team: the objective is for
women to hold 25% of senior positions by 2030
and 30% by 2035.
l Portfolio companies: the objective is for women
to hold 40% of management positions by
2030, keeping in mind that 70% of portfolio
companies had implemented a diversity plan by
end-2019.
Puts priority on:
l training
l profit-sharing within each portfolio company.
Responsibility with respect to governance
At the business level, both management companies have
always made sure that best practices are implemented within
the companies in which they are shareholders, especially with
regard to governance (alignment of interests of shareholders
and the management team, Board composition, independence
of directors, audit committees, etc.). They have also excluded
certain business sectors (such as weaponry and tobacco)
from their investment universe.
Both Apax Partners SAS and Apax Partners LLP ensure that
the companies in their portfolios adhere to anti-corruption
laws and regulations and implement codes of ethics and good
behaviour if they do not already have one. Cyber security is
also a major issue for the two companies, and Apax Partners
LLP has created a dedicated function in more than 70% of the
companies it manages.
Altamir and the AlphaOmega Foundation
Implementing the guiding principles of ESG, both in our
management companies and in the investments they hold,
is an integral part of Altamir's investment decisions with
respect to the funds managed by Apax Partners SAS and
Apax Partners LLP.
In 2010, Altamir and Amboise Partners SA, its investment
advisory company, felt they needed to take additional steps
and help resolve major societal problems through an impact
investing approach.
This is the raison d'être of AlphaOmega, a pioneering venture
philanthropy foundation created by Maurice Tchenio in 2010.
AlphaOmega's objective is to see young French people from
disadvantaged backgrounds succeed in school.
Applying the methods used to support private equity
investments to the world of philanthropy, venture philanthropy
consists in selecting the best charitable organisations and
supporting them over the long term with the financing and
skills necessary to make an impact and give young people
social mobility. To complement its internal sta, AlphaOmega
works in partnership with the most highly regarded investors
and patrons to strengthen the charities it supports and
maximise their societal impact.
To roll back the school dropout rate, AlphaOmega breaks
down a student’s education, from nursery school to university,
into several key stages. It has identified the critical moments
in each stage when students risk dropping out. It is at these
moments that the seven charities supported by AlphaOmega
take action. Selected for their leadership in giving young
people from disadvantaged backgrounds in France access to
education and employment, these associations help reduce
dropout risks with their own, innovative methodology. Thanks
to their exceptional ability to mobilise and commit resources,
they deploy their solutions in many parts of the country.
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ALTAMIR 2020 Universal Registration Document 69
AlphaOmega is confident that by supporting these agile and
experienced charities, the problem of academic failure can
be resolved, provided their initiatives are magnified in scale
to support the greatest possible number of young people.
These seven associations now support 320,000 young
people and 55,000 teachers, or 10% of their average target.
AlphaOmega's objective is to increase this percentage to 50%
in the next five years.
The sta of Amboise Partners SA work on a pro bono basis
to invest AlphaOmega's endowment and manage the sharing
funds whose income finances the Foundation. As a significant
investor in the funds managed by Apax, Altamir benefits
from co-investment opportunities that it oers in turn to
AlphaOmega.
The AlphaOmega Foundation: key figures
l 7 partner charities
l 320,000 young people assisted
l 55,000 teachers trained
l €119m managed by the charities
l €11.9m committed to all partnerships since the
AlphaOmega was created
l 10 people dedicated to the Foundation
l €4m committed in 2020
l €45m in endowment funds
l €80m in sharing funds
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1.4 COMMENTS ON THE FINANCIAL YEAR
1.4.1 OVERVIEW AND PERFORMANCE
In 2020, against the background of the Covid-19 pandemic,
the economy went through two phases. Business activity
plummeted in the first part of the year as a result of the various
lockdown measures implemented throughout the world, then
recovered beginning in May.
In this context, 2020 was a very good year for private equity,
with record levels of investment and divestment. Valuation
multiples continued to rise, reaching a record level of 12.6x
EBITDA in Europe.
Altamir experienced robust business activity. The Company
invested and committed €113.1m, principally through eight
new investments – in Europe and the United States – for a
total amount of €103.8m. On the divestments side, Altamir
realised partial and total sales during the year of €158.9m.
The companies in the portfolio continued to post excellent
operating performances, driven principally by organic growth
and acquisitions carried out during the year.
Net asset value
l Net Asset Value (NAV), calculated according to IFRS,
stood at €30.90 per limited partners' ordinary share at
31December 2020. Including the dividend of €0.66 per
share paid in May 2020, Net Asset Value per share increased
by 13.7% in 2020, after rising a record 30.8% in 2019.
Excluding the dividend, NAV per share rose 11.4% compared
with 31 December 2019 (€27.75).
The companies in the portfolio once again turned in very
good operating performances during the year, with the
portfolio’s average EBITDA, weighted by the residual
amount invested in each company, increasing by 13.1%.
Net Asset Value is the most relevant financial indicator for
reviewing the Company's business activity. It is calculated
by valuing the investments based on International Private
Equity Valuation (IPEV) guidelines. This organisation
includes a large number of professional associations,
including Invest Europe (formerly EVCA). NAV per share is
stated net of the amount attributable to the general partner
and to the holders of Class B shares, as well as the carried
interest provisions for the funds in which the company
invests.
l Consolidated net income totalled €139.1m in 2020
(vs €245.1m in 2019). It was comprised principally of all
changes in the fair value of portfolio companies plus
valuation dierences on divestments during the period,
less management and operating expenses and provisions
for carried interest.
1.4.2 THE COMPANY’S ACTIVITIES
AFR
Change in assets during financial year 2020
The figures below reflect all of the funds in which Altamir invests
or co-invests.
Investments
The Company invested and committed €113.1m during 2020,
vs. €198.5m in 2019.
1) €103.8m (€102.5m in 2019) in eight new investments:
• €80.2m via and alongside the Apax France X fund, in
three new companies:
- 29.7m in Mentaal Beter, specialised in innovative mental
health services. The company has a network of more
than 120 sites in the Netherlands, most of which are
owned directly. The transaction has been finalised in
February 2021,
- €16.2m committed to Groupe Crystal, a leader in wealth
management advisory services,
- €34.3m – including €10.0m as a co-investment – in
Odigo, a leader in Contact Center as a Service (CCaaS)
solutions intended principally for large companies;
• €24.8m via the Apax X LP fund, in five new companies:
- 3.2m invested in My Case, which offers software
solutions to legal professionals,
- €7.7m invested in Cadence Education, a leader in the
education of young children in North America,
- €5.3m invested in Kar Global, a supplier of technology
and marketing solutions for the resale of wholesale
vehicles,
- €5.2m invested in InnovAge, a leading provider of
senior home care services through the Program for
All-inclusive Care of the Elderly (PACE) in the United
States,
- €3.3m invested in Indian company 3i Infotech to
acquire its business supplying software solutions to the
financial, banking and insurance sectors. This business
will operate under the name of Azentio Software after
being carved out of 3i Infotech;
• A downward adjustment of €1.2m in the amounts
ultimately invested in certain companies.
2) €1.7m in the Apax Development and Apax Digital
funds (€1.0m and €0.7m, respectively), following new
commitments made in 2020.
3) €7.6m in follow-on investments in portfolio companies:
• €2.6m to strengthen the financial condition of two
companies, €1.3m in Lexitas to finance various additional
acquisitions, and €0.8m in Tosca to finance the acquisition
of Contraload;
• €5.1m for follow-on investments in several portfolio
companies.
Business description and activities
Comment on the financial year
ALTAMIR 2020 Universal Registration Document 71
Divestments
Divestment agreements signed and revenue realised during
the year totalled €158.9m (€377.9m in 2019) and comprised
sale proceeds of €158.2m (€341.7m in 2019) and revenues of
€0.7m (€36.2m in 2019).
The €158.2m in proceeds from divestments were derived
from:
l €64.9m from the sale of SK FireSafety Group;
l €13.3m from the sale of Altamir's remaining stake in
Amplitude;
l €13.1m from the sale of Eci;
l €12.7m related to the partial sale of ThoughtWorks;
l €10.2m from the sale of Altamir’s investment in
Neuraxpharm;
l €9.3m from the sale of Altamir’s investment in Idealista;
l €8.2m from the sale of Boats Group;
l €6.9m from the sale of Engineering Group;
l €5.1m in top-up proceeds from the sale of Altran;
l €4.4m in proceeds following the IPO of Duck Creek
Technologies;
l €2.1m from the partial sale of Genius Sports Group;
l €1.2m from the partial sale of Paycor to an investor
consortium;
l €2.5m from the dividend recap on ADCO, Attenti and
Safetykleen;
l The balance of €4.3m corresponds to several amounts
received on the rest of the portfolio.
The €0.7m in revenue derived principally from the dividend
paid by Neuraxpharm.
Net cash holdings
Altamir’s net cash was €42.2m as of 31 December 2020, vs
net cash of €79.1m as of 31 December 2019.
The Company has short-term credit lines totalling €60m and
is currently working on increasing the amount of available
lines.
As an SCR, or "société de capital risque" (special tax status
for certain private equity and other investment companies),
Altamir may not borrow in excess of 10% of its net book value,
i.e. €73.6m as of 31 December 2020.
Commitments
The Aho20 fund (formerly Apax France VII fund) is fully
invested. Altamir has an obligation to make follow-on
investments in portfolio companies of amounts proportional
to its initial commitment.
Altamir has committed to investing €276.7m in the
Apax France VIII fund. The fund was fully called as of
31December2020.
Altamir has committed to investing €60m in the Apax VIII LP
fund. The fund was fully called as of 31 December 2020. The
fund might recall €3.8m in distributions.
Altamir had committed to invest between €226m and €306m
in the Apax France IX-B fund. In December 2019, the Company
completed a secondary transaction with the buyout of a
€13m commitment from an investor in the Apax France IX-A
fund. This brought Altamir’s total commitment in the Apax
FranceIX fund to €319m. As of 31 December 2020, the fund
was fully invested, but the last investment, made in February
2020, had not yet been called, because it was financed by
lines of credit. As of 31 December 2020, the amount of capital
called was €285.9m, and the amount remaining to be called
was €33.1m.
Altamir has committed to investing €138m in the Apax IX LP
fund. The amount of capital remaining to be called was €3m
as of 31 December 2020. The fund might also recall €6.9m in
distributions.
Altamir has committed to investing $5.1m (€4.5m) in the
Turing Equity Co fund, a ThoughtWorks co-investment
vehicle. When the transaction was closed, the fund’s share of
the investment was paid in, leaving a residual commitment of
only $0.6m (€0.5m) as of 31 December 2020.
Altamir has committed to investing €15m in the Apax
Development fund. The amount called as of 31 December2020
was €5m. The fund has already made four investments, the last
of which was financed by credit lines. The amount of capital
remaining to be called was €10m as of 31 December2020.
Altamir has committed to investing $5m in the Apax Digital
fund. The fund has already made 10 investments, of which
the last two, totalling $0.8m (€0.7m), were financed by credit
lines. Residual commitments amounted to $2.5m (€1.9m) as
of 31 December 2020.
Altamir has committed to investing €350m in the Apax
France X fund. The Company can reduce the maximum
level of commitment by up to €80m, depending on its cash
forecasts. The fund has already made three investments, only
one of which had been financed as of 31 December 2021. As
of the same date, the fund had made only one capital call, of
€8.8m. The capital remaining to be called therefore totalled
€341.2m.
Altamir has committed to investing €180m in the ApaxXLP
fund. The fund has already made seven investments, the
last of which had not been finalised as of 31 December
2020. The fund made only one capital call of €2.2m. The
capital remaining to be called therefore totalled €177.8m. In
January2021, the Management Company decided to increase
Altamir's commitment in the fund to €200m.
Lastly, some co-investments were combined in a new fund
called Astra. Altamir is the only investor in this €65.5m fund,
which was virtually fully called as soon as it was constituted.
The amount of capital remaining to be called was €0.1m as of
31 December 2020.
The total maximum residual commitment was therefore
€598.4m as of 31 December 2020, of which €136.0m had
already been invested but not yet called.
Business description and activities
Comment on the financial year
ALTAMIR 2020 Universal Registration Document72
Portfolio
The portfolio as of 31 December 2020 included 55 equity
holdings in growth companies, distributed among Altamir's
four sectors of specialisation.
1.4.3 OTHER SIGNIFICANT EVENTS
DURING THE YEAR
The Company paid a dividend of €0.66 per ordinary share to
limited partners on 28 May 2020.
To facilitate the management of its investments, the Company
has brought some co-investments into a private equity
fund 'FPCI' called Astra. On this occasion, the Company
also contributed shares of the IVO Fixed Income fund. The
Company consolidates 100% of this investment vehicle.
The Covid-19 epidemic, which was still underway when
this document was being finalised, may have an impact on
the economy and may therefore aect the performance of
portfolio companies. The Management Company has taken
this into account in calculating valuations as of end-December
2020 and in setting objectives for 2021.
1.4.4 POST-CLOSING EVENTS
On 26 February 2021, Altamir sold its share in the capital of
THOM Group (which had been held directly and via the Aho20
fund) for €104m, and reinvested €100m in partnership with
the management team and new shareholders, to acquire all of
the capital of the controlling holding company, and became
the principal shareholder.
Apax Partners SAS has signed an agreement to sell part of
its holding in Expereo; it will remain a minority shareholder
alongside the new shareholder, Vitruvian Partners, and the
management team.
Apax Partners SAS has also announced the full sale of
Sandaya (an outdoor accommodation leader) to a fund
managed by InfraVia.
Apax Partners LLP has announced the acquisition, via the
Apax X LP fund, of PIB Group, a leading insurance broker,
and Herjavec Group, a specialist in cyber security solutions.
In addition, following Apax Partners LLP's sale of its investment
in Idealista (held via the Apax VIII LP fund) and Idealista’s
acquisition of casa.it, the Apax X LP fund took a minority
stake in the company alongside its new shareholders. On
4March 2021, Apax Partners LLP announced that InnovAge
had been listed on the Nasdaq stock exchange. Its share price
translates into an uplift of more than 100% for Altamir.
Lastly, Apax Digital announced the sale of one of its
investments, and Apax Development announced the
acquisition of a new company.
1.4.5 TRENDS
AFR
The private equity market continues to experience robust
development. In 2020, funds raised in Europe totalled $592bn,
up 8% from 2019 and close to the record $628bn raised in
2018 (source: Bain private equity market report).
While the number of transactions declined by 24% compared
with the previous year, the total amount of transactions
remained stable overall, indicating the presence of large
transactions.
Investments totalled €181.0bn in 2020, vs €156.9bn in 2019.
Divestments via mergers & acquisitions reached €169.0bn in
2020, vs €129.3bn in 2019.
1.4.6 PROFIT FORECASTS
AND ESTIMATES
For the next five years, barring major external events, Altamir
Gérance plans to invest €170m p.a. on average, including
follow-on investments, and plans to generate divestment
proceeds of €230m p.a. on average.
The companies in the portfolio are expected to continue
to perform favourably, with EBITDA growing organically by
around 7% p.a.
Business description and activities
Comment on the financial year
ALTAMIR 2020 Universal Registration Document 73
1.4.7 FINANCIAL POSITION
The most relevant financial information is the Net Asset Value (NAV) per share, which is obtained from the consolidated (IFRS)
balance sheet.
As of 31 December 2020, Net Asset Value (NAV), calculated according to IFRS, stood at €30.90 per limited partner’s ordinary
share, representing an increase of 13.7% including the dividend of €0.66 paid during the year. The year-on-year change was an
increase of 11.4% (€27.75 as of 31 December 2019).
The main components of the consolidated (IFRS) and statutory financial statements are presented below.
Consolidated (IFRS) financial statements
(in thousands of euros) 2020 2019 2018
Changes in fair value of the portfolio 194,063 234,174 79,271
Valuation dierences on divestments during the year 24,743 82,123 -10,535
Other net portfolio income 652 130 756
INCOME FROM PORTFOLIO INVESTMENTS 219,458 316,427 69,492
Purchases and other external expenses -28,274 -24,034 -23,657
Gross operating income 191,003 292,105 45,576
Net operating income 150,355 234,400 31,576
Net financial income attributable to ordinary shares -11,257 10,656 -1,270
NET INCOME ATTRIBUTABLE TO ORDINARY SHARES 139,098 245,056 30,306
Accordingly, at their 27 April 2021 General Meeting,
shareholders will be asked to approve the consolidated
financial statements for the year ended 31 December 2020,
showing a profit of €139,098,262.
The €194.1m increase in fair value during 2020 resulted
from sharp increases in the valuation multiples of portfolio
companies and increases in their EBITDA.
Net capital gains on divestments totalled €24.7m and
reflected the valuation dierence between the actual sale
price of the investments and their fair value under IFRS as of
31 December of the preceding year (rather than the capital
gain over cost).
Other net portfolio income amounted to €0.7m and mainly
consisted of dividends paid by companies in the Apax IX LP
fund.
Purchases and other external expenses totalled €28.3m
(including VAT) in 2020, up 17.6% from 2019, vs a 13.7%
increase in NAV. This increase reflected a rise in fees invoiced
by the Management Company and a rise in fees collected
by the funds (see Note 17 to the consolidated financial
statements). In 2019, purchases and other external expenses
remained stable whereas NAV rose by 27.8% (excluding
dividend).
Gross operating income is calculated after operating expenses
for the year.
Net operating income amounts to gross operating income
less the share of earnings attributable to the general partner,
to Class B shareholders and to managers receiving carried
interest from the funds through which Altamir invests.
Net income attributable to limited shareholders includes
income on marketable securities and other short-term
investments and related interest and expenses.
Business description and activities
Comment on the financial year
ALTAMIR 2020 Universal Registration Document74
Consolidated (IFRS) balance sheet
(in thousands of euros) 2020 2019 2018
Total non-current assets 1,267,086 1,060,054 999,201
Total current assets 93,516 113,352 25,375
TOTAL ASSETS 1,360,602 1,173,407 1,024,576
Total shareholders' equity 1,128,247 1,013,220 792,929
Carried interest provision attributable to general partner
and Class B shareholders 19,693 28,743 10,157
Carried interest provision for funds 99,211 98,887 59,769
Other current liabilities 113,451 32,557 161,721
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 1,360,602 1,173,407 1,024,576
The change in non-current assets, composed of the total of
equity investments held, directly or through the Apax France
VIII, Apax France IX, Apax France X, Apax VIII LP, ApaxIXLP,
Apax X LP, Apax Digital and Apax Development funds,
resulted principally from investments, divestments and value
creation in portfolio companies.
The change in shareholders' equity for the period was as follows:
(in thousands of euros)
Shareholders' equity as of 31 December 2019 1,013,220
Consolidated (IFRS) earnings for the period 139,098
Transactions on treasury shares 7
Distribution of dividends to holders of Class A shares -24,079
SHAREHOLDERS’ EQUITY AS OF 31 DECEMBER 2020 1,128,247
The Company’s statutory earnings
Due to the specific nature of its business, the Company does
not post sales revenues.
Statutory net income is not representative of the quality of
Altamir's portfolio, nor of its performance. This is because, in
contrast to IFRS, the statutory statements reflect impairment
recognised against securities held, but not unrealised capital
gains.
Statutory net income for financial year 2020 was €62.2m
compared with net income of €155.8m for 2019.
Accordingly, at their 27 April 2021 General Meeting,
shareholders will be asked to approve the statutory earnings
for the year ended 31 December 2020, showing a profit of
€62,244,603.
It broke down as follows:
(in thousands of euros) 2020 2019 2018
Income from revenue transactions -11,599 -9,280 -10,568
Income from capital transactions 73,689 164,980 21,771
Extraordinary income 170 131 85
Extraordinary expenses 16 5 149
PURCHASES AND OTHER EXTERNAL EXPENSES
NET INCOME 62,245 155,827 11,139
Business description and activities
Comment on the financial year
ALTAMIR 2020 Universal Registration Document 75
To make the business of the portfolio companies more readily
understandable, income (dividends and interest) and any
allocations to interest receivable and losses on receivables
are presented under “capital transactions”.
A net provision of €0.6m was recognised in 2020 to oset
accrued interest on convertible bonds or equivalent securities.
This interest was already included in company valuations
(under IFRS) and is also generally included in the sale price
of companies, whereas the companies themselves do not pay
the interest directly.
Purchases and other external expenses totalled €10.6m
(including VAT), vs €9.1m in 2019. This increase resulted
from a larger calculation base, i.e. shareholders’ equity (See
Note3.1.3 of the notes to the statutory financial statements).
Income from capital transactions broke down as follows:
(in thousands of euros) 2020 2019 2018
Gross realised capital gains 67,654 197,911 21,430
Reversals of provisions on divestments and losses 0 0 0
SUBTOTAL – GAINS REALISED DURING THE YEAR 67,654 197,911 21,430
Costs related to divestments during the period -46,090 -20,892 -3,201
Provisions for carried interest 0 -27,938 -3,847
Provisions for impairment -7,390 -7,657 -20,255
Reversals of provisions on equity investments 55,997 15,136 19,054
SUBTOTAL – UNREALISED GAINS 2,517 -41,351 -8,249
Related revenue, interest and dividends 3,518 8,420 8,591
INCOME FROM CAPITAL TRANSACTIONS 73,689 164,980 21,771
Gross realised capital gains of €67.7m reflected the dierence
between sale prices and residual cost at the time of the sale.
They did not reflect the pro-rata portion of management fees
related to investments realised via the funds (recognised in
expenses) nor the pro-rata portion of capital gains attributable
to holders of carried interest (recognised as a liability or as
an expense once the fund has paid the catch up). In 2020,
these last two amounts were €7.3m and €38.8m, respectively.
Statutory balance sheet
The balance sheet total at 31 December 2020 was €805.5m vs €763.6m at 31 December 2019.
It broke down as follows:
(in thousands of euros) 2020 2019 2018
Portfolio investments held as non-current assets 656,725 478,442 566,564
Equity investments 55,875 54,439 61,635
Receivables related to equity investments 11,448 12,300 33,484
Other non-current financial assets 997 71,424 904
SUBTOTAL – NON-CURRENT ASSETS 725,045 616,606 662,586
Sundry receivables 30,168 60,371 14,374,
Marketable securities 49,239 81,892 15,000
Cash on hand 1,044 4,660 4,849
Prepaid expenses 28 25 34
SUBTOTAL – CURRENT ASSETS 80,478 146,948 34,257
TOTAL ASSETS 805,524 763,554 696,843
Business description and activities
Comment on the financial year
ALTAMIR 2020 Universal Registration Document76
Non-current assets include all of the investments made by the Company. Sundry receivables correspond to the dierence
between the amounts called by the funds and the amounts invested in their portfolios.
(in thousands of euros) 2020 2019 2018
Share capital 219,260 219,260 219,260
Share premiums 107,761 107,761 107,761
Reserves 346,281 225,156 238,023
Retained earnings 39 19 91
Net income for the year 62,245 155,827 11,139
SUBTOTAL – SHAREHOLDERS' EQUITY 735,585 708,022 576,274
Carried interest provision for Apax funds 0 43,305 15,367
SUBTOTAL – PROVISIONS 0 43,305 15,367
Financial liabilities 8,090 7,475 33,422
Trade payables 1,777 502 1,760
Other liabilities 60,072 4,251 70,020
SUBTOTAL – LIABILITIES 69,939 12,227 105,202
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 805,524 763,554 696,843
Other financial liabilities correspond to the credit lines used
as of 31 December 2020, and other liabilities are made up of
debts to the Apax France X and Apax X LP funds.
As of 31 December 2020, o-balance-sheet commitments
amounted to €598.4m:
l a €33.1m residual commitment to the Apax France IX fund;
l a €341.3 residual commitment to the Apax France X fund;
l a €9.9m residual commitment in the Apax IX LP fund
(including €6.9m in recallable distributions);
l a €197.8m residual commitment to the Apax X LP fund;
l a €10.0m residual commitment to the Apax Development
fund;
l €3.8m in distributions recallable by the Apax VIII LP fund.
l a €1.9m residual commitment to the Apax Digital fund;
l a €0.1m residual commitment to the Astra fund;
l €0.5m in direct investments and €6.2m in guarantees on
securities sold.
1.4.8 VALUATION METHODS
Altamir and the companies in which it invests have had to
adapt to the eects of the Covid-19 pandemic. The crisis
did not have the same impact on the financial statements of
every portfolio company in 2020. Some companies have had
to update their business forecasts and/or adapt their cost
structure. In addition, they have been particularly vigilant
about their level of liquidity and in some cases, they have
solicited aid from the various programmes in place.
All of these factors were taken into account in end-of-year
valuations. Each management company was careful to
evaluate whether it made sense to adjust valuation methods
in order to reflect the value of portfolio companies as
faithfully as possible. In the vast majority of cases, methods
were left unchanged. Only in very specific circumstances,
such as a company with a very seasonal business, were
adjustments made. Lastly, certain acquisitions or asset sales
were postponed.
Valuation policy and method
The portfolio companies, whether held directly or i.e. an
Apax fund, are valued by the funds’ management companies,
reviewed by the funds’ Statutory Auditors, and finally
approved by the funds’ Board of Advisors.
Altamir’s policy is to adopt the valuations made by the funds’
management companies.
Before valuations are finalised, they are reviewed by Altamir
Gérance’s management, Altamir’s Statutory Auditors, the
Audit Committee of Altamir’s Supervisory Board and the
Supervisory Board in general.
Valuation method
The Apax fund management companies value their
portfolios based on the principles of fair value, in accordance
with International Private Equity Valuation (IPEV)
recommendations.
The Apax fund managers have always pursued a conservative
valuation policy, as can be seen in the uplift historically
generated from divestments (selling price higher than the last
valuation made before the divestiture).
Unlisted companies are valued every half-year, and listed
companies are valued every quarter.
Business description and activities
Comment on the financial year
ALTAMIR 2020 Universal Registration Document 77
For unlisted investments held
for over one year:
For unlisted investments held
for under one year:
For listed companies:
Valuations are generally based on a sample
of peer-group multiples (listed companies
and recent transactions).
Apax Partners SAS may apply a downward
adjustment
(1)
of up to 20%.
In principle, Apax Partners LLP does not
make any adjustments, since it invests in
larger companies.
Apax Partners SAS values companies at
cost, except under specific circumstances.
Apax Partners LLP usually values growth
capital investments close to cost; buyout
investments may be revalued from the first
day that they are held.
Valued at the last listed price of the
period, except in the event of restrictions
in tradability or other exceptional
circumstances.
(1) This downward adjustment corresponds to a liquidity adjustment of 0-20% based on performance quality, the position of Apax Partners/Altamir in the capital
(minority vs majority, exit rights, etc.), the level of mergers & acquisitions activity in the sector, management influence and weighting at exit, and the liquidity of
comparable companies.
1.4.9 THE COMPANY’S FINANCIAL RESOURCES
As of 31 December 2020 Altamir had authorised credit lines totalling €60m (€55m as of 31 december 2020), vs. €30m at
year-end 2019. In so doing, the Company has raised its borrowing capacity and is currently seeking to increase capacity to the
maximum authorised amount of 10% of its statutory net book value (€73.6m as of 31 December 2020).
1.4.10 PAYMENT TERMS
The payment terms given to the Company’s customers and suppliers are presented below, keeping in mind that the Company
has no customers. At the date of the balance sheet, supplier payment terms were as follows:
Article D.441-4 6 of the French Commercial Code:
received invoices that are past due
as of the balance sheet date
Article D.441-4 6 of the French Commercial Code:
issued invoices that are past due
as of the balance sheet date
0 days
(approx.)
1 to 30
days
31 to 60
days
61 to 90
days
91 days
or more
Total
(1 day
or more)
0 days
(approx.)
1 to 30
days
31 to 60
days
61 to 90
days
91 days
or more
Total
(1 day
or more)
(A) Breakdown by days outstanding
Number of invoices
outstanding
2 10
Total amount of invoices
outstanding incl. VAT
(in euros)
1 337,05 338 662,52 333 572,10 0,00 0,00 672 234,62
Percentage of the total
amount of purchases,
incl. VAT, for the financial
year
0,01 % 3,35 % 3,30 % 0,00 % 0,00 % 6,65 %
Percentage of revenue,
incl. VAT, for the financial
year
(B) Invoices excluded from (A) which relate to disputed or unrecognised trade payables or receivables
Number of invoices
excluded
Total amount of invoices
excluded
(C) Payment terms applied (contractual or statutory provisions - Article L.441-6 or Article L.443-1 of the French Commercial Code)
Payment terms used to
calculate days overdue
- Contractual payment terms indicated on each invoice
Business description and activities
Internal control procedures
ALTAMIR 2020 Universal Registration Document78
1.4.11 STATUTORY RESULTS AND OTHER COMPANY DATA OVER THE LAST FIVE
YEARS (ARTICLE R.225-102 OF THE FRENCH COMMERCIAL CODE)
Year ended 31/12/2016 31/12/2017 31/12/2018 31/12/2019 31/12/2020
SHARE CAPITAL AT YEAR-END
Share capital 219,259,626 219,259,626 219,259,626 219,259,626 219,259,626
Number of ordinary shares 36,512,301 36,512,301 36,512,301 36,512,301 36,512,301
Number of non-voting Class B preferred shares 18,582 18,582 18,582 18,582 18,582
Maximum number of future Class B shares
to be created:
• through bond conversion/redemption
• through exercise of Class B warrants 0 0 0 0 0
OPERATIONS AND INCOME
Revenues (ex tax)
Earnings/loss before taxes, profit sharing,
depreciation, amortisation & provisions 72,578,999 40,237,901 16,187,684 176,285,359 13,637,820
Income tax
Employee profit sharing
Earnings after taxes, profit sharing, depreciation,
amortisation & provisions 79,331,454 69,886,629 11,139,091 155,826,503 62,244,603
Distributed income 37,474,817 34,368,929 24,098,119 33,641,180
EARNINGS PER SHARE
Earnings/loss before taxes, profit sharing,
depreciation, amortisation & provisions
• ordinary shares n.s. n.s. n.s. n.s.
• Class B preferred shares n.s. n.s. n.s. n.s.
Earnings after taxes, profit sharing, depreciation,
amortisation & provisions
• ordinary shares 2.17 1.91 0.31 4.27 1.70
• Class B preferred shares
Dividend distributed 0.65 0.65 0.66 0.66
EMPLOYEES
Average number of employees
Total payroll
Sums paid as employee benefits (social security and
other social projects)
n.s. (not significant): it is not meaningful to break down EPS into earnings on ordinary shares and earnings on Class B shares before taking taxes, depreciation,
amortisation and provisions into account, because the share of earnings attributable to Class B shares, pursuant to the Articles of Association, can only be established
on the basis of net income, which is in turn adjusted.
1.4.12 ACQUISITION OF EQUITY INTERESTS AND CONTROLLING INTERESTS
The Company did not make any direct investments in 2020.
The Company invests in the Apax France VIII, Apax France IX and Apax France X funds, through the dedicated private equity
funds Apax France VIII-B, Apax France IX-B and Apax France X-B funds, as well as in the Apax IX-A and Apax Development
funds, all managed by Apax Partners SAS; it also invests in the Apax VIII LP, Apax IX LP, Apax X LP and Apax Digital funds
advised by Apax Partners LLP.
Business description and activities
Comment on the financial year
ALTAMIR 2020 Universal Registration Document 79
1.5 INTERNAL CONTROL PROCEDURES
GENERAL FRAMEWORK
Amboise Partners SA and Altamir use the internal control
principles described in the COSO (Committee of Sponsoring
Organizations of the Treadway Commission) report as a
guideline.
COSO defines internal control as follows:
“Internal control is a process, eected by an entity’s board
of directors, management and other personnel, designed to
provide reasonable assurance regarding the achievement of
objectives in the following categories:
l eective and ecient operations;
l accuracy of financial reporting;
l compliance with laws and regulations.”
The report also details the components of internal control:
l “control environment;
l risk assessment;
l control activities: adopting standards and procedures that
contribute to ensuring that management's priorities are
implemented;
l information and communication: pertinent information
must be identified, captured and communicated in a form
and timeframe that enables people to carry out their
responsibilities;
l monitoring: internal control systems must themselves be
monitored – a process that assesses the quality of the
system's performance over time.”
An internal control system designed to address the objectives
described above does not guarantee that the objectives set
will be achieved, because any procedure has inherent limits.
Concerning effective and efficient operations, Amboise
Partners SA and Altamir have a three-part objective:
1) identify and carry out the best investments possible in line
with the Company's strategy, 2) oversee the performance
of the companies in the portfolio and adhere to the plan
approved with their managers, 3) protect its own assets or
assets under management by controlling cash flows, financial
instruments and securities in the portfolio.
Altamir invests as an investor in the Apax Partners SAS funds
and the funds advised by Apax Partners LLP. Occasionally,
Altamir co-invests with these funds.
The procedures relating to Altamir are therefore inextricably
linked to those of Apax Partners. As a reminder, Altamir relies
on its investment advisory, Amboise Partners SA.
In the remainder of this document, unless otherwise
specified, the term “Company” refers to both Amboise
Partners SA and Altamir. The Company keeps an internal
control and procedures manual, which is reviewed and
expanded on a regular basis. The latest complete revision
was in December2018. The manual continues to be updated
periodically.
MEASURES TAKEN IN 2020
The Company made progress in several areas, including
principally:
l continued periodic monitoring of internal control performed
by an external team;
l revising the procedures manual.
A) Continued periodic monitoring of internal
control and the correct application of the
regulations specific to SCRs (quotas)
Controls carried out during the year included the following:
l ensuring the sta at Apax Partners and Amboise PartnersSA
adhered to the Code of Ethics, especially regarding personal
investments;
l monitoring legal registers;
l adhering to regulatory ratios applicable to SCRs;
l adhering to the regulations governing voting at Annual
General Meetings;
l monitoring short-term investments of cash;
l ensuring compliance in how procedures for combating
money-laundering and terrorist financing are applied;
l monitoring corporate ocer appointments;
l verifying compliance and preventing or resolving potential
conflicts of interest.
No significant anomalies were detected. The Company will
continue to be vigilant and to strengthen procedures in all
the areas identified.
B) Combating money laundering and terrorist
financing
l As every year, Apax Partners and Amboise Partners SA
employees took part in a training course on combating
money laundering and terrorist financing.
l Controls suited to the nature of the transactions were made.
Article 242 quinquies, paragraph II of the French Tax Code
and Article 171 AS bis of Appendix II introduced, starting with
the 31 December 2006 closing, a detailed filing requirement
enabling the tax authority to check that SCRs adhere to the
50% quota imposed on them. This statement is prepared each
year based on data as of 31 December and duly filed with the
tax authorities.
Business description and activities
Internal control procedures
ALTAMIR 2020 Universal Registration Document80
GENERAL ORGANISATION OF THE
COMPANY'S INTERNAL CONTROL
PROCEDURES REGARDING THE
PREPARATION AND PROCESSING
OF ACCOUNTING AND FINANCIAL
INFORMATION
A) Internal control participants
and their activities
The purpose of the Company is to invest, in principle, in
securities of unlisted companies, either directly, or via
investment vehicles such as French or European private
equity funds.
Altamir continues to create value and divest alongside the
Apax France VII fund, managed by Amboise Partners SA.
Since 2011, Altamir has invested via Apax funds managed
by Paris-based Apax Partners SAS and, since 2012, in the
Apax funds advised by London-based Apax Partners LLP.
Occasionally, the Company may co-invest with these funds.
For these investments, it is assisted by investment and
support teams.
With respect to accounting and financial information, the first
objective of internal control is to verify cash flows and assets.
This is achieved by implementing the following processes:
l the accounting and fund administration processes are
segregated;
l securities are registered in “pure” nominative form and
periodically reconciled with the custodian and registrars of
each company;
l payment instructions are centralised with the Chairman of
the management companies in the case of the funds, and
with the Chairman of the Management Company of Altamir;
l fund administration, together with the bank custodian,
ensures that the legal documentation is complete before
submitting the documents to the Chairman for signing;
l fund administration and the accounting department ensure
the pari passu distribution of investments and divestments
between the funds and Altamir (for investments historically
made alongside funds managed by Amboise Partners SA)
and between the various investment vehicles of the Apax
France VIII, Apax France IX and Apax France X funds.
As previously reported, Altamir's Supervisory Board has
created an Audit Committee, which can be assisted by the
Company's Statutory Auditors.
The second objective is the accuracy of financial reporting.
The objective is achieved by cross-checking accounting
data with data from the securities management system.
Increasingly sophisticated automation limits the risk of human
error.
The third objective is compliance with laws and regulations in
force. The Company does everything in its power to adhere
not only to general regulations, but also to the regulations
specific to SCRs (investment eligibility quotas) and to listed
companies.
The two asset management companies have each appointed
a Compliance and Internal Control Officer. The Code of
Ethics is an integral part of the Rules of Procedure. The
Compliance and Internal Control Officers have opted to
outsource second-level controls relating to compliance and
internal control of the management companies to PCI. This
assistance falls under Articles 313-72 to 313-76 of the AMF
General Regulation applying to management companies that
delegate or outsource certain functions.
B) External accreditations
Amboise Partners SA and Apax Partners SAS are AMF-approved
portfolio management companies. They are members of
France Invest, a French professional association for private
equity companies. France Invest has published a Code of
Ethics and reference guides. Moreover, Amboise Partners SA,
Apax Partners SAS and consequently Altamir comply with
the International Private Equity and Venture Capital Valuation
Guidelines developed by France Invest, Invest Europe, BVCA
and others, and the COSO internal control framework.
Apax Partners LLP is regulated by the FCA and is a member
of the British Venture Capital Association (BVCA), whose
rules and codes are equivalent to those of France Invest. It
also belongs to the European private equity association Invest
Europe.
C) Preparing financial and accounting reports
for shareholders
Systems and processes for preparing accounting
and financial statements
Two software tools are used to manage financial and
accounting data:
l Netsuite, developed by Oracle, is now used for general
accounting and payroll, following the migration of Sage 100
data (previous solution) to Netsuite during the year.
l Capital Venture 3 (CV3), developed by Klee Group, has been
used since 2014 to manage the Altamir and fund securities,
and to prepare financial statements and analyses.
CV3 has been used with a CRM interface and outsourced
hosting. All Altamir portfolio data since inception have been
migrated into the new software, and customised reports have
been developed.
Business description and activities
Internal control procedures
ALTAMIR 2020 Universal Registration Document 81
The consolidated (IFRS) financial statements are generated
using the statutory financial statements produced by Netsuite,
but via Excel spreadsheets. A meticulous process is used to
convert the statutory financial statements into consolidated
financial statements and to carry out compliance analyses.
The Company is still considering the purchase of software
dedicated to the production of IFRS statements.
All of the systems have a significant user base. The accounting
system is used in France, and CV3 is used throughout the
world. They are well documented.
The two transaction processing systems are used
independently of each other. The accounting department
uses Netsuite, whereas fund administration uses CV3. As a
result, information must be reconciled and checked during
reporting.
PCI, the firm in charge of second-level controls, regularly
reviews compliance with procedures and updates them when
necessary.
The Audit Committee also plays a part in ensuring that
established procedures are followed. Once it has completed
its investigations, the Audit Committee addresses its
comments and recommendations to the Supervisory Board.
Valuation of the securities in the portfolio
For a portfolio management firm or SCR, reporting is based
in particular on the valuation of the securities in its portfolio.
l For investments on a pari passu basis with the funds
managed by Amboise Partners SA:
• A half-yearly valuation is prepared by the partner in charge
of each equity holding. These proposals are reviewed and
may be amended during the portfolio review meeting
attended by all partners. Altamir's Audit Committee also
reviews valuations and may question them.
• The valuations derived from financial models (for
securities acquired in LBOs) are checked by the finance
department, which carries out tests of consistency with
past valuations.
• As indicated above, the process of preparing and checking
valuations has been improved to include measures such as
an analysis of the value created over time.
• The Statutory Auditors and the finance department review
the valuations with the sector teams.
l With respect to investments made through funds managed
by Apax Partners SAS or advised by Apax Partners LLP:
• The finance department and Statutory Auditors rely
on the reviews performed by the Statutory Auditors of
those entities, as well as on interviews directly with the
investment teams.
Relationship between internal control procedures
and risk factors
This report does not aim to describe the procedures in detail.
The description of the organisation and internal control
principles is intended to provide an outline of how the
Company’s internal control system functions.
In 2020, the Company pursued internal control initiatives,
continued to combat money laundering and the financing of
terrorism and enhanced its reporting software. The company
also quickly deployed a certain number of technical/
IT solutions to enable employees to continue working
comfortably given the circumstances encountered from
March 2020 onwards.
In 2021, we will continue to implement corrective actions if we
or our auditors identify weaknesses or omissions.
Business description and activities
Internal control procedures
ALTAMIR 2020 Universal Registration Document82
1.6 RISK FACTORS
AFR
1.6.1 INTRODUCTION – PRINCIPLES
Investors are asked to consider all the information provided
in this document and presented in the Management Report
before acquiring or subscribing to the Company’s marketable
securities. The work to identify risk factors, their impact on
the Company, their probability of occurrence and measures
for managing them, as described below, was carried on
the basis of the Company’s performance and situation
as of 31 December 2020, before the onset of the Covid-19
pandemic. This work was approved by the Audit Committee
on 7 November 2019 and by the Supervisory Board on
15January2020. It was reviewed by the Supervisory Board
on 9 March 2021.
The Company considers that, as of the date this document
was filed, there are no significant risks other than those
presented.
1.6.2 PRESENTATION OF RISKS
Summary of the five main risk categories
Risk factors are presented in a limited number of categories,
by type of risk. In each category, the most significant risks are
presented first. The following table shows the assessed risk
level and trend for each of the risks identified by the Company.
The net impact is calculated based on the significance of the
risk for the Company, weighted by the specific factors that
limit this impact. The probability of occurrence takes into
account factors related to the Company’s current market and
environment. The risk level is assessed by weighting the net
impact by the probability of occurrence. The trend indicates
how the risk is expected to evolve over the next year.
Nature of risk Net impact
Probability
of occurrence
Level of risk (net
impact/probability
Identified
risk trend
OPERATIONAL RISKS
Underperformance of companies
in the portfolio
Moderate Possible Relatively high Stable
Illiquidity of investments (divestments) Significant Possible Average Declining
Ability to make investments Moderate Unlikely Low Stable
MARKET RISKS
Sharp decline in multiples,
leading to a fall in valuations
Significant Likely High Rising
Illiquidity of Altamir’s shares Significant Likely High Stable
FINANCIAL RISKS
Insucient cash Significant Unlikely Low Stable
Excess cash Moderate Possible Low Rising
Increase in interest rates Moderate Possible Low Stable
Unfavourable change in exchange rates Moderate Possible Low Stable
RISKS RELATED TO KEY PERSONNEL
Departure, extended absence
or death of Maurice Tchenio
Significant Possible Relatively high Stable
Departure, extended absence or death
of one of the members of the Apax Partners
SAS or Apax Partners LLP investment teams
Moderate Possible Low Stable
LEGAL AND TAX RISKS
Challenge to SCR status Moderate Unlikely Low Stable
Business description and activities
Risk factors
ALTAMIR 2020 Universal Registration Document 83
The following are detailed descriptions of the risks presented
in the table and the measures implemented to handle each
of these risks.
Operational risks
Underperformance of companies in the portfolio
A significant deterioration in the condition of one or more
companies held in the portfolio, resulting from performance
well below the business plan, could have a major impact. This
is because the majority of acquisitions are made through
LBOs, and the company or companies would no longer be
able to service the acquisition debt under the terms originally
envisioned, leading to significant impairment or total loss.
Altamir’s projected cash position would consequently be
incorrect, since it would have been based on a miscalculation
of the cash flow to be generated by the portfolio company
or companies concerned. Altamir would be unable to meet
its capital calls since the amount of available cash would be
much lower than it had anticipated. This could also trigger
a profit warning which would have a significant impact on
Altamir’s share price.
Risk management measures
The impact of underperformance by one or more companies
is nevertheless mitigated by the diversification of Altamir’s
portfolio (around 50 companies).
Furthermore, the probability of this risk occurring is mitigated
by the management teams’ in-depth knowledge of their
respective sectors, as well as by the due diligence conducted
before investing in each of the target companies.
Illiquidity in the portfolio
The amount of Altamir’s available cash is crucial for meeting
the funds’ capital calls. It depends mainly on Altamir’s ability
to recover both the capital invested and any capital gain
resulting from the total or partial sale of investments held by
the Company.
There is no guarantee that the companies in which Altamir
has invested or will invest, either directly or via Apax Partners
SAS and Apax Partners LLP funds, will be sold. If Altamir has
diculty selling its investments, in a reasonable timeframe
and/or at satisfactory pricing terms, the company may be
prevented from carrying out its investment strategy, and its
performance may be adversely aected.
Over time, a decrease in performance could cause potential
investors to lose interest in Altamir shares, with a potential
impact on its share price.
Risk management measures
Apax's fund management companies include an analysis
of the exit scenario for each potential investment in the
investment process, which minimises the risk of illiquidity.
The portfolio’s sectoral and geographical diversification, as
well as its exposure to acquisitions made in dierent years,
also minimises the risk of illiquidity in the portfolio.
Ability to make investments
Altamir's performance mainly depends on the ability of
the management companies of the Apax Partners funds to
identify, select, acquire and sell investments that generate
significant capital gains. There is a growing number of private
equity companies, in particular for larger deals. The market
for these transactions has become global, and competition
is increasingly fierce. Some of these companies have a
greater financial capacity than Apax Partners, giving them a
competitive advantage for undertaking significant financial
transactions. Others may have lower ROI requirements than
those of the Apax Partners management companies, enabling
them to oer a higher price to sellers for a given asset. If
the Apax management companies were to continually lose
investment opportunities to their competitors, this would
impact Altamir’s performance over time.
Risk management measures
Quality, team size and Apax's strong reputation represent
significant competitive advantages. Owing to the sectoral
specialisation of Altamir and the Apax funds, they can often
identify opportunities early (proprietary deals) and avoid
highly competitive auction processes. By investing via funds
managed by Apax Partners LLP, Altamir has the ability to
invest worldwide, which significantly increases potential
opportunities.
Market risks
Significant decline in valuation multiples
The unlisted companies held in Altamir’s portfolio (which
represented nearly all of the fair market value as of
31 December 2020) are valued in part on the basis of
peer-group multiples, and in part on multiples of recent
private transactions. Multiples on these transactions have
been increasing for several years and are at very high levels,
especially in the Tech & Telco sector, which now represents
more than half of Altamir’s portfolio. A significant decline in
multiples (in the event of a cyclical downturn) would have a
negative impact on the valuation of Altamir’s portfolio and
consequently its shares; investors could lose interest in the
security.
Business description and activities
Risk factors
ALTAMIR 2020 Universal Registration Document84
Over time, Altamir’s performance could be adversely aected
by smaller capital gains on the sale of investments.
Risk management measures
The value creation scenarios developed by the Apax
fund management teams do not generally incorporate an
increase in multiples; they are based mainly on the intrinsic
improvement in the performance of the acquired companies.
In addition, while multiples provide an element for calculating
the fair value at a given date, the exit value of investments is
based on private transactions, in which the strategic position
of the companies or their ability to generate cash flow takes
precedence over the market comparables.
Illiquidity of Altamir shares
Due to a reduced free float (35%), the number of Altamir
shares traded daily on the stock market is low. As such, a
holder wishing to sell a large block of shares on the market
may cause a significant decline in the share price. In the case
of an urgent execution order, the holder could ultimately be
unable to sell all of their shares, due to insucient liquidity.
Conversely, a holder wishing to buy a large block of shares
on the market may cause a significant increase in the share
price. In the case of an urgent execution order, the holder
could ultimately be unable to buy all of the shares sought,
due to insucient liquidity.
Risk management measures
Altamir’s liquidity was significantly reduced following
a public offer initiated by Amboise SAS, which allowed
Amboise SAS to increase its investment in the Company to
65%. Nevertheless, all private equity companies, including
those with more free float than Altamir, have relatively low
liquidity. Moreover, Altamir still has a considerable number
of marketable shares and their value will increase in line with
Altamir’s increased value.
Financial risks
Insucient cash
The Company has made commitments to the funds in which
it invests (Apax France VIII-B, Apax France IX-B, Apax
FranceX-B, Apax Development, Apax VIII LP, Apax IX LP,
Apax X LP and Apax Digital). These commitments could be
called at any time with a notice period of around 10 days. The
resources for meeting these commitments are held in available
cash, proceeds from divestments and possibly temporary
lines of credit. Due to its SCR status, the company’s financial
debt is limited to 10% of its net assets. If the company’s cash
position were insufficient, it would be unable to meet its
capital calls and would therefore lose a portion of its rights
with respect to the funds in which it had invested.
Risk management measures
The Company's commitments to the funds managed by Apax
Partners SAS and Apax Partners LLP have been set within
a range enabling it to meet capital calls based on expected
cash positions. Furthermore, the funds in which Altamir
invests have put in place 12-month lines of credit, enabling
them to avoid making capital calls for each investment, which
makes it easier to anticipate future capital calls. The Company
also has a line of credit equal to 10% of its net assets, which
it uses only to finance the gap. Lastly, Altamir has the option
to reduce the maximum level of its commitment to the Apax
France X-B fund by up to €80m.
Excess cash
Following several divestments at very favourable terms,
Altamir could be in a position to receive some very large
distributions that could provide it with a significant amount of
cash. The Company maximises its performance by investing
at the highest possible level. Consequently, if a significant
portion of its net assets were held in cash, that would dilute
the company’s performance.
Given that the Company’s performance depends in particular
on its ability to have the highest possible level of invested
capital, performance could be diluted by holding an excessive
amount of cash.
Risk management measures
Altamir has always ensured that its cash is invested on the
best terms. Depending on short- and medium-term forecasts,
the company invests its cash in various instruments so as to
optimise returns. If the amount of available cash were to
become structurally high, the Company would increase the
amount allocated to co-investments.
Increase in interest rates
The majority of Altamir's portfolio is composed of LBO/LBI-
type transactions which consist in acquiring an investment
through a special-purpose holding company, with a bank
loan serviced by net cash flows (primarily dividends)
generated by the investment. Leverage is high on some of
these transactions. An increase in interest rates would have
a very moderate impact on performance. For Altamir, a rise
in interest rates would increase the cost of its lines of credit.
Risk management measures
The debt ratios (overall debt/LTM EBITDA) are very closely
monitored by the investment teams and maintained at
conservative levels. A significant portion of the financing
invested in the holding companies (LBO) are bullet loans
(debt is repaid when the investment is sold), which
considerably lightens the debt service requirement during the
holding period. It is also important to note that each of the
LBO transactions is independent of the others. Any diculties
encountered with a specific transaction would have no impact
on the others.
Business description and activities
Risk factors
ALTAMIR 2020 Universal Registration Document 85
Altamir does not have recourse to debt to finance its
investments. Its credit lines are solely used to meet potential
timing dierences arising between cash inflows (divestment
proceeds) and outflows (new investments). In addition, debt
is limited by law to 10% of shareholders’ equity.
Unfavourable change in exchange rates
Altamir’s objective is to invest, directly or indirectly,
through funds managed by the Apax Partners management
companies. The majority of private equity fund investments
managed by Apax Partners SAS is carried out in France and
in companies whose functional currency is the euro. However,
some investments are denominated in foreign currencies, and
consequently their value may vary according to exchange
rates.
Commitments made in the funds managed by Apax LLP are
also in euros. Nevertheless, these funds themselves have a
global investment strategy, and the valuation of some of
their investments, denominated in foreign currency, might be
aected by exchange rate fluctuations as of the closing date
or the date they are sold.
Risk management measures
Foreign exchange impact is taken into account when deciding
to invest, and especially when deciding on divestment timing,
so as to take advantage of favourable exchange rates. The
share of investments denominated in foreign currencies was
37.9% as of 31 December 2020.
Risks related to key personnel
Departure, extended absence or death
of Maurice Tchenio
Maurice Tchenio is the founder and majority shareholder of
Altamir, in which he holds 65% of the capital. He alone has
the controlling interest in Amboise Partners SA, Altamir’s
investment adviser, and Altamir Gérance SA, the management
company and general partner of the Company. He therefore
plays a major role in the investment decisions, in particular
during the periods when Altamir sets the allocation plan
for its investments for the following 4/5 years, as well as
for all direct investments made (co-investments or strategic
investments). Note that for the 2020-23 period, the objective
for direct investment is €200m out of a total of €750m in
allocated assets.
His departure, extended absence or death could therefore
have a significant unfavourable eect on the activity and
organisation of Amboise Partners SA and Altamir Gérance,
and consequently on the activity of Altamir and its future
outlook.
Risk management measures
The amounts invested through funds (€570m for the 2020-
23 period) are managed by the Apax Partners SAS and Apax
Partners LLP teams. At no time do Amboise Partners SA or
Altamir Gérance participate in the management decisions
taken by the Apax Partners teams.
Furthermore, a succession plan is in place at the organisational
level in the event that Maurice Tchenio should die or be
incapacitated for a long period of time. The same is true with
respect to shareholdings.
Departure, extended absence or death
of one of the partners of Apax Partners SAS
or Apax Partners LLP investment
Altamir’s performance depends to a large extent on the ability
of the Apax management company’s partners to proactively
identify and select target companies, successfully acquire
them and negotiate exits at the best possible terms. The
experience, market knowledge and sector expertise of the
partners are key assets for the management companies in
carrying out successful transactions.
The departure, extended absence or death of one of the
partners of Apax Partners SAS or Apax Partners LLP could
consequently have a significant unfavourable impact on
Altamir’s business activity.
Risk management measures
Since the sectors are covered by several partners, with
support from experienced teams in which future partners
have been identified, the risk of disruption due to potential
departures has been minimised. In addition, team size and the
collegial nature of decisions about investing, monitoring and
divesting tend to limit this risk.
Lastly, Altamir has also limited the risks mentioned above
by diversifying its partnerships with Apax Partners SAS and
Apax Partners LLP.
Business description and activities
Risk factors
ALTAMIR 2020 Universal Registration Document86
Legal and tax risks
Challenge to SCR status
Owing to its SCR tax status, the Company enjoys a number
of benefits. In return, it commits to abiding by certain terms,
in particular the quotas of eligible securities defined in the
amendment to Article 1-1 of law no. 85-695 of 11 July 1985.
Although the majority of investments carried out by funds
managed by Apax France meet the eligibility criteria set
forth in these provisions, it is possible that Altamir could be
required to pass up an investment opportunity, or sell one or
more investments earlier than planned, in order to continue
to benefit from this tax treatment.
Moreover, while Altamir vigilantly adheres to the limits
imposed on it by the SCR tax regime, failure to comply
with certain terms could lead to the loss of SCR status, and
consequently, the retroactive loss of tax benefits which have
been passed on to shareholders.
Risk mitigation
The amount of commitments made to the various Apax
France and Apax LLP funds is determined above all so as to
comply with SCR eligibility criteria both in the short term and
in the medium and long terms.
The constraints related to the debt level are addressed in the
financial risk section.
Business description and activities
Risk factors
ALTAMIR 2020 Universal Registration Document 87
Corporate governance
Report of the Supervisory Board
2.1 Management and
supervisory bodies 88
2.1.1 SCA (société en commandite
par actions or French
partnership limited by shares) 88
2.1.2 The General Partner
and Management Company 88
2.1.3 Supervisory Board 90
2.1.4 Biographies of corporate
ocers and non-voting
Board members 96
2.1.5 List of positions and
directorships held 97
2.1.6 Other items 98
2.2 Remuneration of
corporate ocers 100
2.2.1 Remuneration of
the members of the
Supervisory Board 100
2.2.2 Remuneration of the
Management Company 101
2.3 Management fees 103
2.4 Observations of the
Supervisory Board
at the General Meeting 104
2.4.1 Annual financial statements 104
2.4.2 Proposal for the allocation
of net income 104
2.4.3 Repurchase of ordinary shares 105
2.4.4 Statutory Auditors 105
2.4.5 Corporate bodies –
Length of appointments 105
2.4.6 Share liquidity 105
2.4.7 Regulated agreements 105
2.4.8 Say on pay 106
The components of the Annual Financial Report are identified by the symbol
AFR
ALTAMIR 2020 Universal Registration Document88
Corporate governance - Report of the Supervisory Board
Management and supervisory bodies
This part constitutes the Report of the Supervisory Board on corporate governance, prepared in accordance with Article
L.226-10-1 of the French Commercial Code.
The report was prepared by the Supervisory Board in collaboration with the Company’s internal departments. It was approved
by the Supervisory Board at its meeting of 9 March 2021.
Altamir applies the Afep-Medef Corporate Governance Code for listed companies, published in December 2008 and updated
in January 2020. The Code can be found at: www.medef.com. The Company fully adheres to the Code’s guidelines.
2.1 MANAGEMENT AND SUPERVISORY BODIES
2.1.1 SCA (SOCIÉTÉ EN COMMANDITE
PAR ACTIONS, OR FRENCH
PARTNERSHIP LIMITED BY
SHARES)
As a partnership limited by shares, the Company has
two categories of partners with very different rights and
responsibilities:
l a General Partner with unlimited liability for the Company’s
debts and whose rights are not freely transferable. Only the
General Partner can appoint or dismiss the managers of the
Company;
l limited partners (or shareholders), whose liability is
limited to the amount of their contributions and whose
rights are represented by freely transferable shares. These
shareholders are further divided into two categories:
• holders of ordinary shares, who have voting rights
enabling them to elect a Supervisory Board whose role is
to monitor the management of the Company;
• holders of Class B preferred shares, who do not have
voting rights.
Collective decisions therefore require the approval both of
the limited partners who hold ordinary shares (and vote at
General Meetings) and of the General Partner. However, the
appointment and dismissal of Supervisory Board members
are under the sole authority of the limited partners holding
ordinary shares, while the appointment and dismissal of the
Management Company are under the sole authority of the
General Partner. The appointment and dismissal of Statutory
Auditors and non-voting Board members, the distribution of
annual dividends, and the approval of regulated agreements
also fall under the sole authority of the limited partners
holding ordinary shares.
Collective decisions modifying the rights of limited partners
holding Class B shares are also subject to their approval at a
Special General Meeting.
The Management Company has the broadest powers to act
on behalf of the Company in all circumstances. In its dealings
with partners, the Management Company has the broadest
powers to carry out all ongoing management activities.
Specifically, the Management Company is responsible for
identifying, evaluating and determining the Company’s
investments and divestments. In the performance of its
mission, the Management Company may call upon the
experts or advisors of its choosing, particularly Amboise
Partners SA (the “Investment Advisor”), who will advise the
Company on its investments and divestments but will not
have the power to take decisions on behalf of the Company.
The relationship between the Company and the Investment
Advisor is governed by an investment advisory contract and
a co-investment agreement, the terms of which are approved
pursuant to Article L.226-10 of the French Commercial Code.
That agreement will terminate when the last two companies
in the historical portfolio – Alain Aelou and THOM Group –
have been sold.
2.1.2 THE GENERAL PARTNER AND
MANAGEMENT COMPANY
The Company’s General Partner, which is also its Management
Company, is Altamir Gérance, a French public limited company
(société anonyme) with share capital of €1,000,000. The
Company is registered under number 402 098 917 of the Paris
commercial registry, and its registered oce is at 1, rue Paul
Cézanne, 75008 Paris (France).
The Management Company’s functions are not limited in time.
During the Company’s existence, the General Partner has sole
responsibility for appointing the Management Company.
A Manager’s functions are terminated upon death, disability,
prohibition, receivership or liquidation, removal from oce,
resignation or upon reaching the age of 75. This age limit
has been extended to 80 for Maurice Tchenio, in his capacity
as head of Altamir Gérance, the Company’s Management
Company.
Any removal of a Manager from office is decided by the
General Partner.
If the Manager is also the General Partner and loses the status
of General Partner, he or she also loses, automatically and
without any further procedure, the status of Manager.
Altamir Gérance has a Board of Directors whose five members
contribute their experience as private equity professionals and
corporate chief executives.
ALTAMIR 2020 Universal Registration Document 89
Corporate governance - Report of the Supervisory Board
Management and supervisory bodies
Peter Gale – (64) is head of private equity and Chief
Investment Officer at Hermes GPE. He is responsible for
private equity investment decisions and for all aspects of
Hermes GPE’s private equity investment process. He leads
the co-investment programme and takes decisions with
regard to allocation and strategy for individual client portfolio
construction. He has more than 35 years of investment
experience, including 27 years in private equity. Mr Gale is
a member of the Hermes GPE Management Committee
and Chairman of the Private Equity Investment Committee.
Previously he was Managing Director and CIO of the Hermes
GPE predecessor organisation, Gartmore Private Equity.
Before that Mr Gale was Investment Manager of the National
Westminster Bank Pension Fund (later known as the RBS
Group Pension Fund). He was responsible for all investments,
and initiated both the private equity and co-investment
programmes. For 23 years, he was a director of HgCapital
Trust (formerly Mercury Grosvenor Trust plc). Mr Gale holds
a BA in Economics from the University of Exeter and an MSc
in Economics from the University of Oxford.
James Mara – (74) was a Managing Director at GE Asset
Management for 20 years, until 2014. During that time,
he built up a $2bn international private equity business,
raised and managed two international LBO funds and
underwrote numerous investments in Europe, Russia, North
and Southeast Asia, and Latin America. Previously Mr Mara
was based in London, where he spent five years as deputy
treasurer providing financing to GE’s international mergers
and acquisition team. Prior to joining the GE group, Mr Mara
headed the treasury function of RJR Nabisco in London for
four years. Before that he held several tax management and
advisory positions for US corporations. Mr Mara holds an LLM
in tax law from Boston University, a JD from the University of
Connecticut and a BS from Fairfield University.
Eddie Misrahi – (66) joined Apax Partners in 1991 as a Partner
in charge of TMT investments. He has supported the growth
of both young, innovative companies and more mature
companies through development financing and buyout
transactions. Mr Misrahi became Deputy Chief Executive
Ocer of Apax Partners SA in 2007 and Chairman and Chief
Executive Ocer of Apax Partners SAS in 2008. He started
his career at McKinsey & Co. in Paris then in Mexico City,
before working at an American telecommunications group
in the United States. From 2007 to 2008, he was president
of the AFIC (Association Française des Investisseurs pour
la Croissance, now France Invest). Mr Misrahi is a graduate
of Ecole Polytechnique and holds an MBA from Harvard
Business School.
Maurice Tchenio – (77) is Chairman of Altamir Gérance,
and Chairman and CEO of Amboise Partners SA. He is also
Chairman of the AlphaOmega Foundation. He began his career
as an assistant professor of finance at HEC, before taking a
position as project leader at the Institut de Développement
Industriel (IDI, Paris), an investment bank specialising in equity
investments. In 1972, he founded Apax Partners with Ronald
Cohen and Alan Patricof. Today, Apax Partners is a global
private equity leader. From 1972 to 2010, he was the Chairman
and CEO of Apax Partners, the Group’s French arm. In 1995,
he created Altamir, a listed private equity company. In 2010,
he created AlphaOmega, a venture philanthropy foundation
recognised for its public interest. He is a co-founder of AFIC
(Association Française des Investisseurs pour la Croissance,
renamed France Invest in 2018) and former director of EVCA
(European Private Equity and Venture Capital Association,
renamed Invest Europe). Maurice Tchenio has degrees from
HEC and Harvard Business School, where he was a Baker
Scholar and graduated with high distinction.
Romain Tchenio – (45) is a graduate of ESCP Europe. He began
his career as a financial analyst with PricewaterhouseCoopers
Corporate Finance. He joined Toupargel in 2004 as an agency
manager in Marseille. He was appointed Southwest Regional
Manager in 2006 then Sales Director, a position he held from
2010 to 2013, after which he was then named CEO of Toupargel
Groupe, and then Chairman & CEO in January 2017. Romain
Tchenio joined Amboise Partners SA on 1January2020.
Altamir Gérance has no role of corporate ocer, other than
its role as the Management Company.
In accordance with Section 12.1 of Appendices 1 and 2 of
Commission Delegated Regulation (EU) 2019/980, the
positions and appointments held by Maurice Tchenio are
listed in Section 2.1.5.
Limitations on the powers
of the Management Company
In accordance with the provisions of Article 20.4 of the
Articles of Association and of Article 1.1 of the Supervisory
Board’s Rules of Procedure, any amendment to the co-
investment agreement between the Company and Amboise
Partners SA must be authorised by the Supervisory Board,
after reviewing the Management Report, by a two-thirds
majority vote of members present or represented.
In accordance with the provisions of Article 20.3 of the
Articles of Association and of Article 1 of the Supervisory
Board’s Rules of Procedure, the Management Company must
consult the Supervisory Board:
l on the application of valuation rules to portfolio companies;
l on any potential conflicts of interest.
In addition, pursuant to Article 1.1 of the Supervisory Board’s
Rules of Procedure, the Manager must also consult the
Supervisory Board prior to accepting any new appointment
in another listed company.
There are no other formal limitations imposed on the
Management Company. The Supervisory Board considers,
however, that given the procedures in place, the Management
Company is not in a position to abuse its powers.
ALTAMIR 2020 Universal Registration Document90
Conflicts of interest
As previously reported, the Company invests pari passu with
Aho 20 private equity fund and its feeder fund, managed by
Amboise Partners SA. The Company also invests directly in
private equity funds managed by Apax Partners SAS and in
the funds advised by Apax Partners LLP. The Company can
also invest alongside the funds managed and advised by the
Apax Partners companies.
Amboise Partners SA is headed by Maurice Tchenio, who
controls and manages Altamir Gérance SA, the Company’s
Management Company. Potential conflicts of interest that may
arise from this structure are covered by the co-investment
agreement between Amboise Partners SA and Altamir,
described in Section 1.3.8. Further information on conflicts of
interest may be found in Section 2.1.6.
Succession plan
A management succession plan has been approved by
the Supervisory Board, Meeting as the Nomination and
Remuneration Committee, the Board last reviewed the plan
on 9 March 2021. The succession of Maurice Tchenio has been
organised for two types of situations: 1) in the event Maurice
Tchenio is prevented from fulfilling his duties, succession
arrangements have been made with respect to the Company’s
management and ownership, so as to ensure business continuity
and the Company’s long-term survival; 2) in view of a planned
transition, Maurice Tchenio is in discussion with a number
of potential successors who have all demonstrated strong
interest and who meet certain criteria (e.g. manager/senior
partner of a private equity firm, preferably with Apax
experience, and with a track record of successful fund raising
and deep knowledge of Altamir).
2.1.3 SUPERVISORY BOARD
Role of the Supervisory Board
The Company’s Articles of Association stipulate that the
Supervisory Board shall provide ongoing supervision of the
Company’s management and shall decide on the allocation of
net income to be proposed to shareholders. In addition, the
Management Company shall consult the Supervisory Board
on the evaluation rules applying to portfolio companies, and
on any potential conflicts of interest. Any amendment to the
co-investment agreement between the Company and
Amboise Partners SA must be authorised by a two-thirds
majority vote of the members of the Supervisory Board,
either present or represented, after the Board has reviewed
the management report (Article 20.4 of the Articles of
Association).
Role of the Chairman of the Supervisory Board
The role of the Chairman of the Supervisory Board is mainly
to preside over meetings and to maintain regular contact with
the Management Company in order to keep abreast of any
exceptional events that might require a special Supervisory
Board meeting. He is also very involved in preparing the
Annual General Meeting of Shareholders.
Rules regarding the composition
of the Supervisory Board
The composition and role of the Supervisory Board are
described in Articles 18-20 of the Company’s Articles of
Association.
Summary:
l the Company has a Supervisory Board with 3-12 members.
Its members are selected from among the shareholders
who do not have the status of General Partner, legal
representative of the General Partner or Management
Company. Board members are appointed for two-year
terms (Article 18) except for the purpose of implementing
staggered terms, in which case the shareholders at their
Ordinary General Meeting can appoint one or more
Supervisory Board members for a one-year term;
l no individual over the age of 70 may be appointed to the
Supervisory Board if that person’s appointment would
bring the proportion of members over the age of 70 above
one-half (Article 18);
l in the event a seat becomes vacant due to death or
resignation of one or more members of the Supervisory
Board, the Board may appoint a temporary replacement
within three months of the date the vacancy occurred
(Article 18);
l the Board appoints an individual from among its members
to act as Chairman. In the event the Chairman is absent,
the oldest member of the Board fulfils the Chairman’s role
(Article 19);
l the Supervisory Board meets at the request of the Chairman
or the Management Company. Notices of meetings may
be communicated using any means which establish proof
of notice according to commercial standards, at least five
days prior to the meeting, unless the Board members
unanimously agree to a shorter period. The Manager must
be invited to meetings and may attend Supervisory Board
meetings without having the right to vote;
l one or more non-voting members appointed by the
shareholders may also attend Supervisory Board meetings
in an advisory capacity (Article 19);
l the non-voting members are appointed for a two-year term
and are paid attendance fees from the overall envelope set
by shareholders at their Annual General Meeting;
l the Supervisory Board may not take decisions unless at least
half of its members are present or represented (Article 19).
Corporate governance - Report of the Supervisory Board
Management and supervisory bodies
ALTAMIR 2020 Universal Registration Document 91
Composition of the Supervisory Board as of 31 December 2020
The Supervisory Board is composed of four members:
l Mr Jean Estin, Chairman of the Supervisory Board since
1 January 2021;
l Ms Marleen Groen, Chairwoman of the Audit Committee;
l Ms Anne Landon, member of the Audit Committee;
l Mr Jean-Hugues Loyez, Chairman of the Supervisory Board
until 31 December 2020.
Two non-voting members also attend Board meetings:
l Mr Gérard Hascoët;
l Mr Philippe Santini.
Composition of the Board and Audit Committee as of 31 December 2020
Board
member
Age,
gender and
nationality
Start of 1
st
term
Seniority
End of term
Independence
status
Main functions
outside the
Company
Expertise
and
experience
Number
of shares
held
Audit
Committee
Jean Estin 70 years
Man
French
26 April 2018
2 years
Annual General
Meeting to be
held in 2022
Independent Chairman and
Founder of
Estin & Co
Strategy
consulting
and M&A
1,000 No
Marleen Groen 64 years
Woman
Dutch
24 April 2014
5 years
Annual General
Meeting of
27 April 2021
Independent Member of
several Boards
of Directors
of charitable
organisations
Private
equity and
financial
services
1,000 Chairwoman
Anne Landon 61 years
Woman
French
29 April 2019
1 year
Annual General
Meeting to be
held in 2022
Independent Director of
Corporate
Advisory and
Development
at Banque
Transatlantique
Finance,
banking
and private
equity
1,088 Member
Jean-Hugues
Loyez
72 years
Man
French
4 June 2007
12 years
Annual General
Meeting to be
held in 2022
No
Independent
Business Angel
Chairman of
A&A Partners
Consumer
sector
412,221 No
The members of the Board held a total of 415,309 shares as
of the date of this report.
No Board member is currently exercising an appointment in
a listed company outside the Group. The Company does not
have a dedicated Nomination and Remuneration Committee.
However, Altamir’s Supervisory Board has decided to meet
as the Nomination and Remuneration Committee at least
once a year to examine issues related to remuneration of
the Management Company and the members of the Board,
and to examine the composition of the Board and the Audit
Committee (see section on the Nomination and Remuneration
Committee).
The Board includes two women and two men, a male/female
ratio that is consistent with legal provisions (Art. L.226-4-1
and Art. L.22-10-74 of the French Commercial Code).
The members of the Supervisory Board are all French
nationals except for Ms Groen, who is Dutch.
More than half of the Board members are independent, in
accordance with the requirements in paragraph 8.5 of the
Afep-Medef Code (see table below). Only Jean-Hugues
Loyez, who has been a member of the Supervisory Board
since 4 March 2007, is not considered independent under the
Afep-Medef Code criterion that requires less than 12 years
of seniority. However, the Supervisory Board noted that
MrLoyez has always acted independently. In addition, his role
as Chairman and his contribution to the Board are essential
for Altamir.
No Board member had a business relationship with the
Company in 2020.
More specifically, Jean-Hugues Loyez, Chairman of
the Supervisory Board and not independent under the
Afep-Medef Code criteria, had no business relationship with
the Company during the year under review. In addition, he
received no variable remuneration in cash or securities, nor
any remuneration tied to the Company’s performance.
The composition of the Supervisory Board has not changed
since 31 December 2019. Nevertheless, during the meeting
of the Supervisory Board, which met as the Nomination
and Remuneration Committee on 5 November 2020, Jean-
Hugues Loyez informed the Board that he wished to stand
down from his position as Chairman of the Supervisory Board,
eective 1 January 2021, while remaining a member of the
Supervisory Board. Meeting on that date as the Nomination
Corporate governance - Report of the Supervisory Board
Management and supervisory bodies
ALTAMIR 2020 Universal Registration Document92
and Remuneration Committee, the Supervisory Board decided
to appoint Jean Estin as Chairman of the Supervisory Board
for the remainder of Mr. Loyez’s term, i.e. until the end of the
Annual General Meeting to be held in 2022 to approve the
financial statements of the previous year.
In addition, Philippe Santini and Gérard Hascoët, previously
full members of the Supervisory Board, became non-voting
members (censeurs) following the Annual General Meeting
of 29 April 2019.
Pursuant to the Afep-Medef Code, the following Board members are considered independent:
Independence criteria*
Jean-Hugues
Loyez
Anne
Landon
Marleen
Groen
Jean
Estin
Explanation
in the event
of non-
compliance
The Member must not be, nor have been,
in the past five years:
• an employee or executive corporate ocer
of the Company, or an employee, executive
corporate ocer or director of either a company
consolidated by the Company, or of its parent
company or of a company consolidated by
the parent company
• an executive corporate ocer of a company in
which the Company holds, directly or indirectly,
an appointment as a Board member, or in which
a Company employee or executive corporate
ocer holds an appointment as a Board
member (either currently or in the past
five years)
Yes Ye s Yes Ye s /
Not be a major customer, supplier, or corporate
or investment banker of the Company or its
Group, nor carry out a significant proportion of
its business with the Company or its Group
Yes Ye s Yes Ye s /
Not have close family ties with a corporate ocer Yes Yes Yes Ye s /
Not have been a Statutory Auditor
of the Company in the past five years
Yes Ye s Yes Ye s /
Not have been a member of the Board
of the Company for more than 12 years
No Ye s Yes Yes /
Not be a controlling shareholder of the Company
or its parent company (10% threshold of share
capital or voting rights)
Yes Ye s Yes Ye s /
CONCLUSION Not independent Independent Independent Independent
* Executive corporate ocers include the Chairman and CEO, the CEO, the deputy CEOs of public limited liability companies (sociétés anonymes) with a Board
of Directors, the Chairman and members of the Executive Board of sociétés anonymes with an Executive Board and a Supervisory Board, and the Managers or
Management Companies of French partnerships limited by shares.
At their General Meeting of 27 April 2021, shareholders will be
asked to renew the term of Marleen Groen as a member of the
Supervisory Board as well as the terms of the two non-voting
members, Philippe Santini and Gérard Hascoët.
Accordingly, meeting as the Nomination and Remuneration
Committee on 9 March 2021, the Board concluded that
Jean Estin, Marleen Groen and Anne Landon met all of the
foregoing independence criteria and could therefore be
considered independent members.
Each year, and every time an appointment or renewal is
proposed, the Board examines the independence of the
candidates.
Outlined above are the conclusions of the Nomination and
Remuneration Committee on the independence of the current
Board members whose term is to be renewed at the next
General Meeting.
In accordance with the Supervisory Board’s Rules of
Procedure, each member holds at least 1,000 shares in the
Company.
Corporate governance - Report of the Supervisory Board
Management and supervisory bodies
ALTAMIR 2020 Universal Registration Document 93
As of 31 December 2020, the Board members held, either directly or indirectly, 415,309 shares in the Company.
(number of shares) 2020 2019
Jean Estin 1,000 1,000
Marleen Groen 1,000 1,000
Anne Landon 1,088 1,043
Jean-Hugues Loyez 412,221 412,221
TOTAL 415,309 415,264
Anne Landon acquired 45 shares in 2020. This acquisition was
reported to the AMF under no. 2020DD723969.
As previously mentioned, the number of shares held by the
members of the Board was 415,309 as of the date of this
report.
As the Company does not have any employees, there are no
employee representatives on the Supervisory Board.
For the purpose of their appointment, the members of the
Supervisory Board are domiciled at the Company’s principal
oce: Altamir, 1, rue Paul Cézanne, 75008 Paris (France).
Supervisory Board Rules of Procedure
The most recent version of the Rules of Procedure was
submitted to the Board on 2 February 2017 and was approved
by the Board at its meeting of 6 March 2017.
These documents have been posted on the Company’s
website and cover the following topics:
l the role, composition and operating procedures of the
Supervisory Board and Audit Committee;
l evaluation of the Supervisory Board and Audit Committee;
l remuneration;
l obligations of Supervisory Board members;
l adaptation, modification, review and publication of the
Rules of Procedure.
The work of the Supervisory Board
The Supervisory Board met nine times in 2020. The
attendance rate at Board meetings was 100%:
Jean-Hugues Loyez 100%
Marleen Groen 100%
Jean Estin 100%
Anne Landon 100%
Gérard Hascoët 100%
Philippe Santini 100%
During the course of 2020, the Board was involved in the
announcements the Company made with regard to the public
health situation caused by the Covid-19 pandemic.
The Board also examined the management reports on the
valuation of companies in the portfolio, quarterly positions,
half-year and annual closings, and analytical cost reporting. In
addition, the Board reviewed the investment strategy and the
cash projections. In particular, it closely reviewed valuation
methods against the latest IPEV (International Private Equity
and Venture Capital) valuation guidelines, to which the
Company adheres.
It was therefore able to study and take informed decisions
on the Company’s financial statements and financial
communication.
On 5 November 2020, the Board held a meeting on how the
Supervisory Board and its committees operate, without the
Management Company in attendance. The Supervisory Board
concluded that it functions correctly, and that the documents
submitted to it allow it to function optimally.
In addition, the Supervisory Board regularly conducts a self-
assessment to which each Board member contributes. The
most recent self-assessment was carried out in November 2019
(see the section on how the Nomination and Remuneration
Committee is organised and how it operates).
In accordance with the provisions of the Rules of Procedure:
l at its meetings the Supervisory Board is regularly informed
of the Company’s financial position, cash position and
commitments;
l the members of the Supervisory Board may receive
information at any time (including between Board meetings)
as required by importance or urgency.
Corporate governance - Report of the Supervisory Board
Management and supervisory bodies
ALTAMIR 2020 Universal Registration Document94
Audit Committee
The Supervisory Board established an Audit Committee in
2003 which comprised two members as of 31 December2020:
Marleen Groen (Chairwoman, independent member) and
Anne Landon (independent member). Both members are
experienced in financial and accounting matters and are
considered independent under the Afep-Medef Code criteria.
The Committee systematically reports to the Supervisory
Board on all work done and on remarks made.
The attendance rate at Audit Committee meetings was 100%
for all members.
Marleen Groen is an experienced company executive,
recognised as qualified in matters of finance and accounting.
She has more than 30 years’ experience in financial services,
including 18 years in the private equity secondary market.
Before becoming a Senior Advisor at Stepstone, Ms Groen
was the principal founder of Greenpark Capital Ltd, a private
equity firm specialised in the secondary market.
Anne Landon is a member of the Management Committee
of Banque Transatlantique, Head of the Corporate Advisory
and Development Department. A graduate of Sciences-Po
Paris, Anne Landon began her career at Banque Indosuez,
where she held several positions. The first was in the Equity
Investments Department, then successively she was manager
of Origination in Equity Capital Markets, Head of IPOs, and
the Corporate Finance manager of the Consumer Goods and
Leisure sectoral group. She joined Banque Transatlantique
in 2005 where she is in charge of supporting corporate
executives and of Investment Solutions advisory services,
which include private equity, hedging, structured products
and asset allocation.
The role of the Audit Committee is detailed in the Supervisory
Board’s Rules of Procedure, summarised below.
Responsibilities of the Audit Committee
Pursuant to the provisions of Article L.823-19 of the French
Commercial Code and to guidelines of the Afep-Medef Code,
the Committee has the following responsibilities:
l track the preparation of financial information and,
if necessary, makes recommendations to ensure the
information’s integrity;
l monitor the efficiency of internal control and risk
management systems, and, if applicable, internal audit, with
regard to procedures for the preparation and processing of
accounting and financial information, all the while ensuring
that it remains independent;
l make a recommendation with regard to the Statutory
Auditors proposed to shareholders at their General Meeting;
l monitor the Statutory Auditors’ assignment and take
into account any observations and conclusions made by
the High Council of Statutory Auditors after the controls
carried out pursuant to Articles L.821-9 et seq. of the French
Commercial Code;
l ensure that the Statutory Auditors meet the conditions for
independence;
l approve the provision of any services other than the
certification of financial statements, provided that the
services are not prohibited by regulations;
l inform the Board regularly on its activities. The Audit
Committee also reports on the results of the financial
statement certification process, on how this process has
enhanced the integrity of the financial information, and on
the role the Committee has played in the process. It informs
the Board immediately of any problems encountered.
Organisation and operating procedures
of the Audit Committee
The Audit Committee met four times in 2020 to review the
Company’s financial statements and examine the internal
control procedures implemented by the Management
Company. The attendance rate at these meetings was 100%
for each member.
In fulfilment of its duties, which primarily consisted of
reviewing the statutory and consolidated financial statements,
the analytical cost reports, the portfolio company valuations
and the management report, the Audit Committee met with
the Statutory Auditors and Finance Department at the end of
each quarterly financial reporting period. It also met with PCI,
the company performing internal control on behalf of Apax
Partners SAS and Amboise Partners SA.
The Audit Committee’s work covered each of the items listed
in Article L.823-19 of the French Commercial Code and the
22July 2010 report of the AMF working group chaired by
Olivier Poupart-Lafarge. This entailed overseeing:
l the procedure for preparing financial information, with
particular attention to the valuation of portfolio companies;
l the effectiveness of the internal control and risk
management systems;
l the audit of statutory and consolidated financial statements
carried out by Statutory Auditors, by periodically
interviewing the Auditors about their work, especially with
regard to their verification of security valuations;
l the independence of Statutory Auditors.
The Committee systematically reviewed:
l the statutory financial statements; the IFRS financial
statements;
l analytical dashboards;
l valuation rules;
l the performance (EBITDA, debt) of portfolio companies,
which underpins their valuation based on peer-group
multiples;
l the correct application of internal control procedures by
Amboise Partners SA for the portion of its business activity
that consists of providing investment advisory services to
Altamir;
l forecasts of cash positions for the next 12 months.
Corporate governance - Report of the Supervisory Board
Management and supervisory bodies
ALTAMIR 2020 Universal Registration Document 95
The Committee regularly reported its findings to the
Supervisory Board. Although the Supervisory Board met
shortly after the Audit Committee, the latter considers that
the allotted time for examination of the financial statements
was sucient, given that some members live abroad.
In 2021, the Audit Committee will continue to meet every
three months, prior to the approval of each quarterly financial
report. It will take all assignments mentioned in laws and
regulations into account. The Audit Committee can request:
l a presentation by the Statutory Auditors of the
complementary report to the Audit Committee; this report
includes the main characteristics of the Auditors’ work and
the key points of (i) the results of the legal audit and (ii) the
accounting options chosen;
l a presentation by the CFO on the Company’s financial
results, risks and significant o-balance-sheet commitments,
l information on the selection procedure used to renew the
terms of the Statutory Auditors;
l meetings with the Statutory Auditors, CFO and head of
accounting;
l meetings with internal audit and risk control managers;
l advice from external experts.
Nomination and Remuneration Committee
Altamir’s Supervisory Board has decided to meet as a
Nomination and Remuneration Committee at least once a
year to examine issues related to the remuneration of the
Management Company and the members of the Board, and
to the composition of the Board and the Audit Committee.
Organisation and operating procedures
of the Nomination and Remuneration Committee
The Supervisory Board met twice in 2020 as a Nomination
and Remuneration Committee. The attendance rate at
Committee meetings was 100%:
Jean Estin 100%
Marleen Groen 100%
Anne Landon 100%
Jean-Hugues Loyez 100%
Gérard Hascoët 100%
Philippe Santini 100%
The first meeting was held on 10 March 2020. This meeting
was devoted to determining the remuneration policy with
regard to the Management Company and the members of the
Supervisory Board. As a result of the most recent legislative
developments, French partnerships limited by shares (sociétés
en commandite par actions) that are publicly traded are now
required by law to present the Management Company’s
remuneration to the limited partners and the General Partner
and to obtain approval thereof from them, similarly to the
requirement imposed on public limited companies (sociétés
anonymes). The law states that the Management Company’s
remuneration must be allocated in line with the new say-on-
pay rules. Under these rules, the General Partner determines
the remuneration policy with regard to the Management
Company after an advisory vote of the Supervisory Board
and takes into account the principles, terms and conditions
of the Articles of Association.
These items were presented in detail to the Board, which
verified that the decisions were in compliance with the
Articles of Association.
A second meeting, held on 7 November 2020, was devoted
to the composition of the Supervisory Board, because Jean-
Hugues Loyez, the Chairman of the Supervisory Board, had
announced his desire to stand down from his position as
Chairman eective 1 January 2021. A new Chairman therefore
needed to be appointed. Consequently, the Board appointed
Jean Estin as Chairman of the Supervisory Board from
1 January 2021.
Non-voting members
In its meeting of 12 March 2019, the Supervisory Board
decided to reduce the number of Board members, and also
to appoint non-voting members and make it possible to
remunerate them. Shareholders validated this proposal at
their Annual General Meeting by amending Articles 21 and
23.6 of the Articles of Association. As a result, the non-voting
members are now appointed for a two-year term and are paid
from the overall envelope set by shareholders at their Annual
General Meeting. Non-voting members are remunerated in
accordance with paragraph 2.2.1.
At the 29 April 2019 Meeting, shareholders validated the
appointments of Gérard Hascoët and Philippe Santini as
non-voting members for a two-year term, i.e. until the Annual
General Meeting in 2021. As Messrs Hascoët and Santini were
previously members of the Supervisory Board, they know
the Company very well, and the Board wanted to take the
opportunity to benefit from their experience, especially as the
Company had to determine allocations for the next four years,
in particular to the new Apax funds. At the General Meeting
on 27 April 2021, shareholders will be asked to reappoint them
for a final term.
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ALTAMIR 2020 Universal Registration Document96
2.1.4 BIOGRAPHIES OF CORPORATE
OFFICERS AND NON-VOTING
BOARD MEMBERS
Jean Estin (70) is the Chairman and founder of Estin & Co,
a strategy consulting firm with offices in Paris, London,
Zurich, New York and Shanghai. He has more than 40 years’
experience in strategy consulting and senior management.
Before founding Estin & Co, Mr Estin worked as a consultant
with Boston Consulting Group, managing director of Carrier
SA (United Technologies Group), managing director of
Strategic Planning Associates Inc. (France and the UK),
president of the Europe division and head of general
management consulting worldwide for Mercer Management
Consulting Inc. (now Oliver Wyman), and director of Mercer
Management Consulting Inc. and of the Mercer Consulting
Group Inc. (New York). Mr Estin is a graduate of the École des
Hautes Études Commerciales in Paris (HEC).
Marleen Groen (64) was appointed to the Supervisory Board
of the Company for the first time on 24 April 2014. Ms Groen
was a Senior Advisor at Stepstone, a specialised private equity
company. Ms Groen has more than 30 years’ experience in
financial services, including 20 years in the private equity
secondary market. Prior to becoming a Senior Advisor at
Stepstone, Ms Groen founded Greenpark Capital Ltd, a leading
global investment firm based in London and specialised in
mid-market private equity secondaries. She holds a Master’s
degree (Hons) from Leiden University and an MBA from
Rotterdam School of Management in the Netherlands. She is
a Dutch national and is fluent in English, German and French.
Ms Groen is a Board member of the following charitable
organisations: the African Wildlife Foundation (AWF) and the
African Wildlife Foundation UK Ltd (AWF UK).
Anne Landon (61), Member of the Management Committee
of Banque Transatlantique, Head of the Corporate Advisory
and Development Department. A graduate of Sciences-Po
Paris, Anne Landon began her career at Banque Indosuez,
where she held several positions. The first was in the Equity
Investments Department, then successively she was manager
of Origination in Equity Capital Markets, Head of IPOs, and
the Corporate Finance manager of the Consumer Goods and
Leisure sectoral group. She joined Banque Transatlantique
in 2005 where she is in charge of supporting corporate
executives and of Investment Solutions advisory services,
which include private equity, hedging, structured products
and asset allocation. Ms Landon is a member of the Boards of
Banque Transatlantique Belgium and of Dubly Transatlantique
Gestion.
Jean-Hugues Loyez (72) was appointed as Chairman of the
Supervisory Board on 3 March 2015. He previously served
on the Supervisory Board of Amboise Investissement. A
graduate of the IBM Institute, he spent his entire career with
the Castorama Group, where he was Chief Executive Ocer
from 1984 to 1992 and Chairman and Chief Executive Ocer
from 1992 to 2002. Since 2002, he has been acting as a private
investor and business angel. He is Chairman of A&A Partners.
For information, we present below the biographies of the
non-voting members:
Gérard Hascoët (71) was appointed as a non-voting member
(censeur) of the Board on 16 April 1996, then as a member
of the Company’s Supervisory Board on 28 April 2004.
Mr Hascoët held management positions in the medical division
of the Thomson group before founding and successively
managing Technomed International, IMMI and Sometec. He
then headed SpineVision. More recently, he founded MD Start.
He currently serves as Venture Partner of Sofinnova Partners,
Chairman of the Board of Directors of EOS Imaging, Chairman
of the Board of Directors of Corwave SA, Chairman of the
Board of Directors of Ablacare SAS, Chairman of the Board
of Directors of Moon Surgical SAS, Chairman of MD Start SAS,
Manager of MD Start GmbH & Co. KG (Germany), and Director
of Pixium Vision and Precardia SAS. He holds an engineering
degree from ECE Paris.
Philippe Santini (77) was appointed to the Supervisory
Board of the Company for the first time on 26 April 2006.
Mr Santini is a graduate of IEP Paris and of the Harvard
Business School’s Management Development Programme.
He also holds graduate degrees in literature and English,
and a postgraduate degree in literature. He previously was
General Manager of the Havas Group and Chairman of Avenir
Havas Media. He has served as Chairman and Chief Executive
Ocer of Aprovia (trade press) and as Chairman and Chief
Executive Ocer of Groupe Industries Services Info (GISI).
He currently serves as Chairman of PHS Consultants SAS. He
is also a director and Chairman of the Audit Committee of
Galeries Lafayette and a member of the Board of La Redoute.
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Management and supervisory bodies
ALTAMIR 2020 Universal Registration Document 97
2.1.5 LIST OF POSITIONS AND
DIRECTORSHIPS HELD
List of positions and directorships held by
the corporate ocers and the representative
of the Management Company, a legal entity,
over the last five years
Jean Estin, born 29 August 1950
First appointment as member of the Supervisory Board:
26 April 2018
Most recent renewal: 28 April 2020
Expiration of appointment: General Meeting of Shareholders
to be held in 2022 to approve the financial statements for the
year under review
Member of an administrative, managerial
or supervisory body
l Chairman of Estin & Co SAS
l Chairman of Société de Participations Estin & Co SAS
l Managing Director Estin & Co Ltd
l Board member Estin & Co Ltd
l Board member Estin & Co Hong Kong Ltd
l Board member Estin & Co SA
Marleen Groen, born 15 September 1956
First appointment as member of the Supervisory Board:
appointed by the Board as interim member on 4 March 2014.
Most recent renewal: 29 April 2019
Expiration of appointment: General Meeting of Shareholders
to be held in 2021 to approve the financial statements for the
year under review
Member of an administrative, managerial
or supervisory body
l Member of Altamir’s Supervisory Board and Chairwoman of
the Audit Committee
l Board member, FGF Management Limited
l Board member, FGF Capital IV Limited
l Board member, FGF Services Limited
l Board member, Nanyuki Ltd
l Board member, Treasurer and Chairwoman of the Finance
Committee of the African Wildlife Foundation (AWF)
l Board member, African Wildlife Foundation UK Ltd (AWF UK)
l Member of IdVectoR Capital Partners I LLP
Anne Landon, born 13 August 1959
First appointment as member of the Supervisory Board:
29 April 2019
Most recent renewal: 28 April 2020
Expiration of appointment: General Meeting of Shareholders
to be held in 2022 to approve the financial statements for the
year under review
Member of an administrative, managerial
or supervisory body
l Board member, Dubly Transatlantique Gestion as permanent
representative of CICOVAL
l Board member, Banque Transatlantique Belgium
l Member of the Management Committee of Banque
Transatlantique
l Head of the Corporate Advisory and Investment Solutions
Department
Jean-Hugues Loyez, born 18 November 1948
First appointment as member of the Supervisory Board:
4 June 2007
Most recent renewal: 28 April 2020
Expiration of appointment: General Meeting of Shareholders
to be held in 2022 to approve the financial statements for the
year under review
Member of an administrative, managerial
or supervisory body
l Chairman of the Supervisory Board of Altamir
l Chairman of A&A Partners SAS
l Director of PBI SAS
All appointments of members of Altamir’s Supervisory Board
are exercised outside the Group.
The Management Company
Below is a list of directorships held by the representative of
the Management Company, Maurice Tchenio
l Chairman and CEO of Amboise Partners SA
l Chairman and CEO of Altamir Gérance SA
l Chairman of the Board of Directors of Fondation
AlphaOmega
l Head of Alpha Omega SC
l Chairman of Ambroise SAS
l Director of Aelou SAS
l Member of the Supervisory Board of THOM Group SAS
l Manager of Société Civile Étoile II
l Manager (representative of Amboise Partners SA) of
Société Civile TeamInvest
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ALTAMIR 2020 Universal Registration Document98
Expired appointments:
l Vice-Chairman of Toupargel SASU (2017)
l Director of Toupargel Groupe SA (2019)
l Director of Albioma SA (2015)
l Director of Financière de l’Echiquier SA (2014)
l Permanent representative of Amboise Partners SA at Altran
Technologies SA (2019)
l Permanent representative of Financière Helios at
AlbiomaSA, listed on Euronext Paris (2018)
l Non-voting director of Lion/Seneca France 1 SAS (2016)
l Manager of Société Civile Cimarosa (2017)
l Manager of Société Civile Copernic Partenaires (2016)
l Manager of Société Civile SE Wagram (2017)
l Manager of Société Civile Cimarosa II (2017)
l Manager of Société Civile Fac&In (2017)
l Manager of Société Civile Vizasat (2017)
l Manager (representative of Amboise Partners SA) of
Société Civile Capri (2017)
l Manager (representative of Amboise Partners SA) of
Société Civile Firoki (2018)
l Co-Manager of Mauryland SCI (2018)
l Chairman of Financière Helios SAS (2019)
2.1.6 OTHER ITEMS
To the best of the Company’s knowledge, and at the time of
preparation of this Universal Registration Document, Altamir
Gérance, its CEO and the members of its Supervisory Board:
l had not been convicted for fraud in the past five years;
l had not been involved in a bankruptcy, sequestration of
assets or liquidation in the past five years, except for the
one mentioned above;
l had not been formally accused or publicly sanctioned by
statutory or regulatory authorities in the past five years; and
l had not been prevented by a court from acting as a member
of a corporate, executive or supervisory body of an issuer,
or from being involved in the management or the running
of the business of an issuer, in the past five years.
A derivative action was filed by Moneta Asset Management
against Altamir Gérance and Maurice Tchenio concerning an
alleged “double invoicing” of management fees. On 17 April 2020,
the Court rejected all of Moneta Asset Management’s
claims, and ordered Moneta to pay significant damages to
Maurice Tchenio, Altamir and Altamir Gérance. Moneta Asset
Management has decided to appeal against that decision.
Potential conflicts of interest between the
Management Company and the administrative,
managerial or supervisory bodies
The Board has no knowledge of any conflict of interest between
the Company and any Board member or the Management
Company.
To the best of the Company’s knowledge and at the time of
preparation of this Universal Registration Document, there was
no conflict of interest between the Management Company’s or
the Supervisory Board members’ duties towards the Company
and their private interests or other duties.
To the best of the Company’s knowledge, there are no family
ties between the members of the Company’s management and
supervisory bodies.
To the best of the Company’s knowledge and at the time of
preparation of this Universal Registration Document, there are
no arrangements or understandings with major shareholders,
customers or suppliers pursuant to which a member of the
Supervisory Board or the Management Company was selected
in that capacity.
To the best of the Company’s knowledge and at the time of
preparation of this Universal Registration Document, neither
the members of the Supervisory Board nor the Management
Company have accepted any restrictions on the divestment of
their shareholdings in the Company.
To the best of the Company’s knowledge and at the time of
preparation of this Universal Registration Document, there
was no service agreement between the members of the
Supervisory Board or the Management Company and the
issuer or any of its subsidiaries that provides for benefits
under the terms of said agreement, other than the service
agreements mentioned in this document and the Manager’s
remuneration as described in Article 17.1 of the Company’s
Articles of Association (Section 2.2.2).
To the best of the Company’s knowledge, the directors have no
ownership interest in the companies in Altamir’s portfolio, with
the exception of the securities of listed companies for which
they filed the customary statements with the Compliance and
Internal Control Ocer of Apax Partners SAS.
The Supervisory Board’s Rules of Procedure explain how
conflicts of interest are to be avoided. They state that:
In the event that a conflict or potential conflict between the
Company’s interest and the Board member’s direct or indirect
personal interest arises, the Supervisory Board member in
question must:
l disclose the conflict of interest to the Board as soon as he/she
becomes aware of it; and
l fully assume any consequences this may have on his/her
function.
Depending on the circumstances, the Supervisory Board
member must:
l abstain from participating in the vote on the corresponding
deliberation; or
l not participate in Supervisory Board meetings as long as he/
she is in a position of conflict of interest; or
l step down as member of the Supervisory Board.
Any Supervisory Board member failing to abide by the rules of
abstention or resignation from his/her functions may be held
personally liable.
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ALTAMIR 2020 Universal Registration Document 99
Furthermore, if the Chairman of the Supervisory Board and the
Manager have a compelling reason to believe that one or more
Supervisory Board members face a conflict of interest, they
will be under no obligation to communicate to those members
information or documents pertaining to the conflictual topics,
and will inform the Supervisory Board that such information has
not been communicated.
Procedure for taking part in Annual General
Meetings
The procedure for taking part in Annual General Meetings
is described in Article 23 of the Company’s Articles of
Association. Article 23 is excerpted in Section 4.4.
Authorised capital
At their General Meeting on 29 April 2019, shareholders
granted authorisation to the Management Company to
increase capital up to €10,000 for a period of 26 months
through the issuance of shares, with waiver of preferential
subscription rights, for the benefit of the members of an
employee savings plan pursuant to Articles L.3332-18 et
seq. of the French Labour Code. This authorisation was not
implemented.
Factors that could have an impact in the event
of a takeover bid
The Company is organised as a French partnership limited by
shares (société en commandite par actions). In practice, the
Company cannot be subject to a takeover bid which would
result in the control of the Company passing to a limited
partner with a majority shareholding.
Pursuant to Article L.22-10-11 of the French Commercial Code
(cross-referenced from Article L.22-10-78 of the same Code),
the following items should be noted:
l the structure of the capital, the direct and indirect holdings
that are known to the Company, and all related information
are provided in Section 4.2.1;
l the Articles of Association contain no restriction on the
exercise of voting rights or on the transfer of ordinary
shares;
l to the best of the Company’s knowledge, there are no
agreements or other commitments between shareholders;
l no shares carry special voting rights except for Class B
preferred shares, which have no voting rights but which
confer the right to a dividend, as stipulated in the Articles
of Association. The list of holders of Class B shares appears
in Section 4.2.1);
l there is no mechanism under which a potential employee
shareholding system could exercise control rights;
l Article 15 of the Articles of Association stipulates that only
the General Partner is entitled to appoint and dismiss the
Management Company;
l concerning the powers of the Management Company, no
authorisation is currently in eect to increase capital, with
the exception of the one granted by shareholders at their
General Meeting on 29 April 2019, valid for 26 months
and authorising the Management Company to increase
capital through the issuance of ordinary shares and/or
securities giving access to shares with waiver of preferential
subscription rights, for the benefit of the members of an
employee savings plan, pursuant to Articles L.3332-18
et seq. of the French Labour Code. The maximum par
amount of authorised capital increase is €10,000. This
authorisation was not implemented;
l the powers of the Management Company with regard to
share buybacks is detailed in Section 4.1.3;
l the Company’s Articles of Association can be amended in
accordance with legal and regulatory requirements;
l the Company is not party to any agreements that can be
amended or terminated in the event of a change in control
of the Company;
l there are no specific agreements providing for payments in
the event the Manager’s functions are terminated (note that
the Company has no employees);
l the Company has no knowledge of any pledge on its share
capital (paragraph 21.1.7 of the European Regulation).
Agreements made either directly or through an
intermediary between (i) a corporate ocer or
a shareholder possessing more than 10% of the
voting rights, and (ii) a company that is more
than 50% owned by the Company, either directly
or indirectly (except for agreements with regard
to current operations and concluded under
normal conditions)
A new agreement came into eect in 2020:
Altamir brought together part of its co-investments in the
Astra fund, which is wholly-owned by the Company. At the
same time, the fund obtained a credit line of €30m so as to
increase Altamir's financial flexibility. Amboise Partners SA,
Altamir's investment advisor, is the Astra fund's management
company. Nevertheless, in order to avoid double invoicing,
the fees Amboise Partners receives in this capacity are fully
deducted from the management fees invoiced to Altamir
by Altamir Gérance and by Amboise Partners SA under the
investment advisory agreement.
There is no other agreement between (i) a corporate ocer
or a shareholder possessing more than 10% of voting rights
and (ii) a company that is more than 50% owned by the
Company, whether directly or indirectly.
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2.2 REMUNERATION OF CORPORATE OFFICERS
Taking into consideration the Supervisory Board’s advisory
vote, the recommendations of the Afep-Medef Code and
the provisions of the Articles of Association, the General
Partner has developed a remuneration policy that is aligned
with the Company’s interests, contributes to its business
continuity and supports the investment strategy described
in paragraph1.3.6, which aims, in particular, to increase NAV.
The Management Company’s remuneration policy is
implemented by the Supervisory Board. Whether with
regard to its advisory votes on the policy (definition, revision
and exceptions) or its implementation of the policy, the
Supervisory Board’s opinions and decisions are made outside
the presence of the Management Company.
The Supervisory Board has also set the components of the
remuneration policy that apply to its members, while ensuring
that the policy complies with the principles detailed above. The
policy is revised and implemented by the Supervisory Board.
No remuneration of any nature can be determined, allocated
or paid by the Company and no commitment can be made
by the Company if it does not comply with the approved
remuneration policy or, if no such policy exists, with the
Company’s existing remuneration practices. In special
circumstances, subject to the conditions in the following
paragraphs, the General Partner may make a temporary
exception to the remuneration policy in favour of the
Management Company or the Supervisory Board may do the
same in favour of its members, in accordance with the second
paragraph of Section III of Article L.22-10-76 of the French
Commercial Code with regard to the remuneration policy as
a whole, as described below.
They must first ensure that the exception complies with the
Articles of Association and the Company’s interests and
is needed to ensure the Company’s business continuity or
viability. They must also explain their final decision, so that
the reason may be communicated to shareholders in the next
corporate governance report.
The General Partner cannot decide to make an exception to
the Management Company’s remuneration policy unless the
Supervisory Board has recommended and duly supported the
exception.
As the Company does not have any employees, there is no need
to consider employee pay or working conditions when defining
or revising the remuneration policy for the Management
Company and members of the Supervisory Board.
2.2.1 REMUNERATION OF
THE MEMBERS OF THE
SUPERVISORY BOARD
2.2.1.1 Remuneration policy
In accordance with Article 21 of the Company’s Articles of
Association, the shareholders approved the tenth resolution
at their Ordinary General Meeting of 28 April 2017, which
set the total remuneration of Supervisory Board members –
including non-voting members – at €290,000 for the current
financial year, until a new decision is taken by the shareholders
at a general meeting.
This annual remuneration for Supervisory Board members,
including non-voting members, as approved by the
shareholders, is distributed in the following manner,
determined by the Supervisory Board:
l 40% unconditionally (fixed portion);
l 60% on the basis of attendance (variable portion):
• if the member attends more than 80% of the meetings:
100% of the variable portion;
• if the member attends between 50% and 80% of the
meetings: a pro rata amount based on attendance;
• if the member attends less than 50% of the meetings: no
variable portion.
The variable portion of remuneration, which is linked to
attendance, has a heavier weighting than the fixed portion, in
accordance with Afep-Medef Code guidelines.
The performance of individual assignments may result in the
payment of additional remuneration. Such assignments are
treated as regulated agreements.
Additional remuneration is also paid to the Chairman of the
Supervisory Board, in recognition of his role as chairperson.
Likewise, the members of the Audit Committee receive an
additional amount in return for their participation in the
committee. The Audit Committee’s chairwoman receives a
higher amount than the other members.
In the event that an appointment, co-optation or termination
occurs in the middle of a term, remuneration is paid pro rata.
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2.2.1.2 Remuneration paid and attributed
Remuneration paid and attributed for 2019 and 2020 is indicated below.
Remuneration paid to Board members
Amounts attributed
in 2020 for the
2020 financial year
Amounts paid
in 2020 for the
2019 financial year
Amounts paid
in 2019 for the
2018 financial year
Jean Besson - - 20,714
Jean Estin 40,000 40,000 22,286
Sophie Etchandy-Stabile - 7,000 47,000
Marleen Groen* 56,000 56,000 53,000
Gérard Hascoët 30,000 34,000 45,000
Anne Landon* 48,000 42,000 -
Jean-Hugues Loyez 62,000 62,000 61,000
Philippe Santini 30,000 33,000 39,000
TOTAL 266,000 274,000 288,000
* Member of the Audit Committee
At the General Meeting of 27 April 2021, the shareholders
will be asked to vote on the Chairman of the Supervisory
Board’s remuneration for 2020, presented in the table above
(see Section 2.4.8, Say on Pay).
There are no individual corporate officers other than the
members of the Supervisory Board.
2.2.2 REMUNERATION OF THE
MANAGEMENT COMPANY
2.2.2.1 Remuneration policy
Starting with the 2020 financial year, in accordance with
Articles L.226-8 and L.226-8.1 of the French Commercial
Code, as created by Order no. 2019-1234 of 27 November 2019
(recodified in Art. L.22-10-75 and L.22-10-76), the Management
Company’s remuneration will henceforth be determined
in accordance with a remuneration policy, as defined by
the General Partners after taking into consideration the
Supervisory Board’s advisory vote. This policy, described
below, was approved by shareholders at their General Meeting
of 28 April 2020.
The remuneration of Altamir Gérance consists solely of the
payment of annual fees in the amount of €350,000 exclusive
of tax, provided that the result obtained using the method
described in the Articles of Association to calculate the
Management Company’s remuneration is at least equal to that
amount. If that condition is not met, then the remuneration
will be equal to the result obtained using the calculation
method described in the Articles of Association.
To comply with the provisions of the second paragraph of
section III of Article L.225-100 of the French Commercial
Code, as created by Order no. 2019-1234 of 27 November 2019
(codified in the last paragraph of the Art. L.22-10-34), from
now on, the Management Company’s remuneration for
each financial year will be paid after the shareholders have
approved that year’s financial statements and the components
of the remuneration, at their General Meeting.
2.2.2.2 Remuneration paid and attributed
Article 17.1 of the Articles of Association states that the
Management Company’s remuneration is equal to the
dierence between:
1. The gross management fees paid to the Company, equal to
the sum of:
l for the first half of the calendar year: 1% of the higher of the
following two amounts at the close of the previous financial
year:
• share capital plus share premiums,
• shareholders’ equity of the Company before allocation of
net income;
l for the second half of the calendar year: 1% of the higher
of the following two amounts as of 30 June of the financial
year in question:
• share capital plus share premiums,
• shareholders’ equity of the Company before allocation of
net income.
Should there be a capital increase during the year, a pro rata
adjustment is made.
Since 2011, the Company’s shareholders’ equity has been
consistently higher than the sum of share capital plus share
premiums. As a result, in practice, shareholders’ equity is the
base for calculating the 2% gross management fees (1% of its
value as of 31 December and 1% of its value as of 30 June).
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ALTAMIR 2020 Universal Registration Document102
2. The sum of the following amounts:
2.a) the share of management fees of the Apax funds in which
the Company has invested, as determined based on the
average amount of its investment during the financial
year in question. This share is equal to the par value of
the shares held by the Company in funds managed by
Apax Partners SAS and Apax Partners LLP and in any
entity paying management fees to an Apax management
entity, multiplied by the average annual rate, inclusive of
tax, for calculating the management fees of these private
equity funds. Should this rate vary during the year, the
sum is calculated on a pro rata basis.
This measure aims to prevent a situation where, for the share
of Company assets invested in Apax funds, management fees
are paid both through the fund and at the Company level.
2.b) the professional fees paid by the Company to Amboise
Partners SA under the investment advisory agreement
between them (see page 62).
These fees are equal to 95% of the dierence between the
gross management fees, described in paragraph 1 above,
and the portion of management fees of the underlying
Apax funds, described in paragraph 2a, after deducting,
if applicable, any fees received directly by Amboise
Partners SA as described in Chapter 2.2.3 as follows:
As a result, in accordance with the Articles of Association, the
Management Company’s remuneration is equal to the gross
management fees, described in paragraph 1 above, less the
portion of management fees of the underlying Apax funds,
described in paragraph 2a, and less the fees paid by the
Company to Amboise Partners SA, described in paragraph 2b.
Furthermore, Article 17.1 of the Articles of Association states
that the percentage (corresponding to the Company’s share)
of the amount of any professional fees, attendance fees and
commissions received by Altamir Gérance for transactions on
Company assets, and of amounts paid by portfolio companies,
will be deducted from Altamir Gérance’s remuneration.
The amount of any direct remuneration received by Altamir
Gérance, from portfolio companies or third parties for the
management of Company assets, is deducted from the
amount of fees to be paid to Altamir Gérance by Altamir.
For 2019 and 2020, remuneration paid to the Management Company was calculated as follows:
(in euros and exclusive of tax) 2020 2019*
Gross fees (1) 13,745,719 11,982,027
Fees deducted with respect to Apax France VIII-B (2) -572,431 -1,329,481
Fees deducted with respect to Apax France IX-A and Apax France IX-B (2) -3,708,251 -3,071,316
Fees deducted with respect to Apax France X-B (2) -5,569 -
Fees deducted with respect to Apax VIII LP (2) -314,322 -398,946
Fees deducted with respect to Apax IX LP (2) -1,473,290 -1,133,932
Fees deducted with respect to Apax X LP (2) -226,251 -
Fees deducted with respect to co-investments (2) -153,999 -91,717
Net fees (3) = (1) - (2) 7,291,608 5,956,635
Deduction of fees received by Amboise Partners SA (4) = 95% (3) -6,927,027 -5,658,804
REMUNERATION OF ALTAMIR GÉRANCE (5) = (3) + (4) 364,581 297,832
Fees and commissions received directly by Altamir Gérance 0 0
Fees capped at €275,000 excl. VAT -89,581 5,956,635
REMUNERATION PAID BY ALTAMIR TO ALTAMIR GÉRANCE 275,000 297,832
* These amounts were paid during the 2019 financial year and attributed to the same financial year.
At the General Meeting of 27 April 2021, the shareholders will be asked to vote on the Management Company’s remuneration
for 2020, presented in the table above (see section 2.4.8, Say on Pay).
Gouvernement d’entreprise - Rapport du Conseil de Surveillance
Remuneration of corporate ocers
ALTAMIR 2020 Universal Registration Document 103
Gouvernement d’entreprise - Rapport du Conseil de Surveillance
Management fees
2.3 MANAGEMENT FEES
This section provides information on the appointments
and service agreements held by corporate ocers with the
Company.
Investment advisory agreement
Regarding the investment advisory agreement between
the Company and Amboise Partners SA, Article 17.1 of the
Articles of Association provides for the payment of fees, to
be calculated as described in paragraph 2b of Section 2.2.2.1
above.
Furthermore, Article 17.1 of the Articles of Association states
that the percentage (corresponding to the Company’s share)
of the amount of any professional fees, attendance fees and
commissions received by Amboise Partners for transactions
on Company assets, and of amounts paid by portfolio
companies, will be deducted from the remuneration paid to
Amboise Partners SA.
The amount of any direct remuneration received by Amboise
Partners, from portfolio companies or third parties for the
management of Company assets, is deducted from the
amount of fees to be paid to Amboise Partners SA by Altamir.
The investment advisory agreement was entered into for an
indefinite period. It may be terminated with 30 days’ notice,
in the event that a party fails to perform its obligations even
after a notice of breach.
For 2019 and 2020, the fees paid were as follows:
(in euros and exclusive of tax) 2020 2019
Fees paid under the advisory agreement 7,291,608 5,956,635
Fees and commissions received directly by Amboise Partners SA 0 0
REMUNERATION PAID BY ALTAMIR TO AMBOISE PARTNERS SA 7,291,608 5,956,635
Service agreement for accounting,
investor relations and financial services
On 9 July 2013, the Company signed a service agreement
with Altamir Gérance. The new agreement, which replaced
previous agreements, covers Company accounting, portfolio
accounting, CFO functions and shareholder/investor relations.
The financial terms of this agreement are as follows:
l annual fees in payment for accounting services provided
to the Company and for accounting management of the
portfolio are defined on the basis of the eective cost of
a full-time qualified accountant and a full-time qualified
administrative employee (based on actual costs determined
by consulting external service providers);
l the CFO service charge is invoiced at actual annual cost
(salary + benefits + pro rata share of business expenses)
calculated on the basis of the time spent by the relevant
person (according to a time sheet);
l the cost invoiced for shareholder and investor relations
service charges corresponds to the actual cost of the
relevant person (salary + benefits + pro rata share of
business expenses).
The agreement was entered into for one year and is
automatically renewable. It may be terminated with three
months’ notice.
For 2019 and 2020, the fees paid for these services were as follows:
(in euros and inclusive of tax) 2020 2019
Fees 831,661 806,409
ALTAMIR 2020 Universal Registration Document104
2.4 OBSERVATIONS OF THE SUPERVISORY BOARD
AT THE GENERAL MEETING
This Section contains the observations made by the Supervisory Board at the General Meeting in accordance with ArticleL.226-9
of the French Commercial Code.
2.4.1 ANNUAL FINANCIAL STATEMENTS
The Supervisory Board was able to perform its supervisory
duties in accordance with the law and to examine the
documents made available by the Management Company.
As part of its management control duties, the Supervisory
Board has been informed of all investment and divestment
transactions carried out during the financial year. The
Supervisory Board has no observations to make with regard
to those transactions, in which it does not play a direct role.
The Audit Committee and the Supervisory Board have
analysed the management fees, and the Statutory Auditors
have reviewed them. The management fees are detailed in
this Universal Registration Document.
The Supervisory Board has reviewed the statutory financial
statements, the consolidated (IFRS) financial statements
and the accounting documents; it has noted the opinion of
the Statutory Auditors and the Audit Committee; and it has
asked the Management Company relevant questions. The
Supervisory Board has no observations to make about the
statutory and consolidated financial statements for 2020.
The Board has identified no inaccuracy or irregularity in the
financial statements presented by the Management Company.
2.4.2 PROPOSAL FOR THE
ALLOCATION OF NET INCOME
Statutory net income for the financial year ended 31 December
2020 was €62,244,603.
A. In accordance with the Articles of Association, the
dividends to be distributed to the General Partner and
to holders of Class B shares are €2,106,936, composed of
€210,694 and €1,896,242, respectively.
This corresponds to 20% of 2020 adjusted net income, as
determined in the Articles of Association and presented
in the Universal Registration Document.
The amount of dividend payable on each Class B share will
be allocated among Class B shareholders of record on the
ex-dividend date.
B. At their General Meeting, shareholders will be asked to
approve the distribution of a dividend of €39,798,408 to
ordinary shareholders, i.e. a gross dividend of €1.09 per
ordinary share. This amount will be composed of €0.92
with respect to the 2020 financial year (i.e. 3% of NAV as
of 31 December 2020) and €0.17 as a catch-up on 2019, so
as to bring the dividend with respect to that financial year
to 3% of NAV as of 31 December 2019.
In proposing this dividend amount, the Supervisory Board
intends to continue implementing the dividend policy
Altamir announced in 2013. Approved by the Supervisory
Board, this policy is in line with the investment strategy
implemented by the Management Company and regularly
presented to the Board. This investment strategy is part of
an overall growth objective.
These dividends are paid from the capital gains realised
by the Company on equity investments which have been
held for more than two years. For individual shareholders
resident in France, these distributed dividends do not
qualify for the 40% exclusion provided for in Article 158-3-2°
of the French Tax Code.
The dividend on ordinary shares will be paid to
shareholders on 27 May 2021 and the ex-dividend date for
ordinary shares will be 25 May 2021.
In the event that the Company holds ordinary shares
in treasury on the ex-dividend date, the amount
corresponding to the dividends not paid in respect of
these shares will be allocated to retained earnings.
C. Lastly, shareholders will be asked to allocate the remainder
of net income for the year, i.e. €20,339,259 to reserves.
Corporate governance - Report of the Supervisory Board
Observations of the Supervisory Board at the General Meeting
ALTAMIR 2020 Universal Registration Document 105
Corporate governance - Report of the Supervisory Board
Observations of the Supervisory Board at the General Meeting
D. In accordance with the provisions of Article 243 bis of the French Tax Code, the following dividends and income were
distributed in respect of the previous three financial years:
Income not eligible for exclusion
Financial Year Dividends
Other income
distributed to the
General Partners
Income eligible
for exclusion
2019 €33,641,181
(1)
€1,060,340 -
2018 €24,098,119
(2)
€0 -
2017 €34,368,928
(3)
€1,181,770 -
(1) Comprising dividends of €9,543,062 for holders of Class B preferred shares, and €24,098,119 for holders of ordinary shares; the latter figure includes the amount of
the dividend relating to treasury shares, which is not distributed and is instead allocated to retained earnings.
(2) Comprising dividends of €24,098,119 for holders of ordinary shares; this figure includes the amount of the dividend on treasury shares, which is not distributed and
is instead allocated to retained earnings.
(3) Comprising dividends of €10,635,932 for holders of Class B preferred shares, and €23,732,996 for holders of ordinary shares; the latter figure includes the amount
of the dividend relating to treasury shares, which is not distributed and is instead allocated to retained earnings.
2.4.3 REPURCHASE OF ORDINARY
SHARES
The Supervisory Board has considered the repurchase of
shares by the Company.
From a legal perspective, the Supervisory Board is not
authorised to approve a share repurchase. That decision
is reserved for shareholders, who may grant such an
authorisation to the Management Company at their Annual
General Meeting.
Notwithstanding legal aspects, the Supervisory Board
believes that the discount is best minimised by means of the
following: steady, long-term performance; a consistent and
attractive dividend; clear and open communication; rigorous
valuation methods; and no leverage at the Company level.
The draft resolution related to the share repurchase
programme specifies that the sole purpose of the programme
is to ensure an active secondary market for the shares through
a liquidity agreement.
2.4.4 STATUTORY AUDITORS
Information on the Statutory Auditors can be found in
Chapter5.2 of this document.
2.4.5 CORPORATE BODIES – LENGTH
OF APPOINTMENTS
At the General Meeting on 27 April 2021, shareholders will be
asked to renew the term of the following Supervisory Board
member for two years: Marleen Groen.
The Supervisory Board comprises two men and two women,
in compliance with legal provisions concerning gender parity.
2.4.6 SHARE LIQUIDITY
In 2020, Altamir used its share repurchase programme to
maintain the share’s liquidity and ensure secondary market
activity. A new programme will be proposed at the General
Meeting on 27 April 2021. The programme will be implemented
to fulfil the same purpose.
2.4.7 REGULATED AGREEMENTS
The Supervisory Board has established that the regulated
agreement in force since 2006 (concerning the investment
advisory agreement between Altamir and Amboise Partners SA)
remained unchanged during the financial year under review.
Detailed information about this agreement is provided in
this document. The Board re-examined this agreement at
its meeting on 9 March 2021, determined that it was in the
Company’s interest to maintain it, and informed the Statutory
Auditors thereof.
A new agreement came into eect in 2020:
Altamir brought together part of its co-investments in the
Astra fund, which is wholly-owned by the Company. At the
same time, the fund obtained a credit line of €30m so as to
increase Altamir’s financial flexibility. Amboise Partners SA,
Altamir’s investment advisor, is the Astra fund's management
company. Nevertheless, in order to avoid double invoicing,
the fees Amboise Partners receives in this capacity are fully
deducted from the management fees invoiced to Altamir
by Altamir Gérance and by Amboise Partners SA under the
investment advisory agreement.
There is no other agreement between (i) a corporate ocer
or a shareholder possessing more than 10% of voting rights
and (ii) a company that is more than 50% owned by the
Company, whether directly or indirectly.
The Board has no knowledge of any conflict of interest
between the Company and any Board member or the
Management Company.
ALTAMIR 2020 Universal Registration Document106
2.4.8 SAY ON PAY
Ex-post say on pay
At the Shareholders’ Meeting of 27 April 2021, shareholders will be asked to approve the remuneration payable or attributed to
Altamir Gérance, the Management Company, and to Jean-Hugues Loyez, Chairman of the Supervisory Board, for the financial
year ended 31 December 2020. In compliance with the Afep-Medef Code guidelines, details of the remuneration payable or
attributed to each executive ocer of the Company for the 2020 financial year are as follows:
1) For Altamir Gérance
Remuneration components
submitted to a vote
Amounts paid
during the financial year
Amounts attributed
to the financial year Presentation
Fixed remuneration 0 €275,000 Amount in accordance with
the new remuneration policy
approved in 2020
Annual variable remuneration N/A N/A N/A
To comply with the provisions of the second paragraph of section III of Article L.225-100 of the French Commercial Code, as
created by Order no. 2019-1234 of 27 November 2019, from now on, the Management Company’s remuneration for each financial
year will be paid after the shareholders have approved that year’s financial statements and the components of the remuneration,
at their General Meeting. This amount will therefore be paid after the 27 April 2021 General Meeting, if the resolution is approved.
2) For Jean-Hugues Loyez
Remuneration components
submitted to a vote
Amounts paid
during the financial year
Amounts attributed
to the financial year Presentation
Remuneration as a member
of the Supervisory Board
€62,000 €62,000 Mr Loyez is Chairman of the
Supervisory Board and attended all
of the Board’s meetings in 2020
Ex-ante say on pay
1) For Altamir Gérance
Since 1 January 2020, in accordance with Articles L.226-8
and L.226-8.1 of the French Commercial Code, as created
by Order no. 2019-1234 of 27 November 2019 (now codified
in the last paragraph of Art. L.22-10-34), Altamir Gérance’s
remuneration has been determined in accordance with a
remuneration policy, as defined by the General Partners
after taking into consideration the Supervisory Board’s
advisory vote. The policy, detailed in paragraph 2.2.2 of this
Universal Registration Document, will be put to a vote of the
shareholders at their General Meeting.
2) For Jean-Hugues Loyez
Since 1 January 2020 financial year, in accordance with
Articles L.226-8 and L.226-8.1 of the French Commercial Code,
as created by Order no. 2019-1234 of 27 November 2019, the
remuneration of Supervisory Board members will henceforth
be determined in accordance with the policy detailed in
paragraph 2.2.1 of this Universal Registration Document. It will
be put to a vote of the shareholders at their General Meeting.
The Supervisory Board has no observations to make regarding
either the statutory or consolidated financial statements for
the year, the content of the management report, the agenda
or the draft resolutions proposed by the Management
Company, and recommends that Shareholders vote in favour
of these resolutions.
The Supervisory Board
Corporate governance - Report of the Supervisory Board
Observations of the Supervisory Board at the General Meeting
3
ALTAMIR 2020 Universal Registration Document 107
Financial statements
3.1 Consolidated financial
statements
AFR
108
3.1.1 Consolidated income
statement 108
3.1.2 Statement of
comprehensive income 108
3.1.3 Consolidated balance sheet 109
3.1.4 Statement of changes
in shareholders’ equity 110
3.1.5 Statement of cash flows 111
3.1.6 Notes to the consolidated
(IFRS) financial statements 114
3.2 Statutory Auditors’ report
on the consolidated
financial statements
AFR
135
3.3 Statutory financial
statements
AFR
139
3.3.1 Balance sheet – Assets
as of 31 December 2020 139
3.3.2 Balance sheet – Liabilities
and shareholders’ equity
as of 31 December 2020 140
3.3.3 Income statement
for the year ended
31 December 2020 141
3.3.4 Notes to the statutory
financial statements
as of 31 December 2020 142
3.4 Statutory Auditors’
report on the financial
statements
AFR
154
3.5 List of subsidiaries
and equity investments 158
3
The components of the Annual Financial Report are identified by the symbol
AFR
3
ALTAMIR 2020 Universal Registration Document108
Financial statements
Consolidated financial statements
3.1 CONSOLIDATED FINANCIAL STATEMENTS
AFR
3.1.1 CONSOLIDATED INCOME STATEMENT
(en euros) Note
31/12/2020
12 months
31/12/2019
12 months
Changes in fair value 194,063,124 234,173,862
Valuation dierences on divestments during the period 15 24,743,271 82,122,469
Other portfolio income 16 651,746 130,233
INCOME FROM PORTFOLIO INVESTMENTS 219,458,140 316,426,565
Purchases and other external expenses 17 -28,273,958 -24,034,178
Taxes, fees and similar payments -245 -140
Other income 93,111 301
Other expenses 18 -274,000 -288,000
GROSS OPERATING INCOME 191,003,048 292,104,547
Carried interest provision attribuable to general partner and Class B shareholders 12 -1,553,081 -18,586,308
Carried interest provision for Apax funds -39,094,528 -39,117,972
NET OPERATING INCOME 150,355,440 234,400,267
Income from cash investments 19 0 2,806,949
Financial income 20 211,353 8,991,797
Interest and related expenses 21 -11,468,530 -1,143,240
Other financial expenses 0 0
NET INCOME ATTRIBUTABLE TO ORDINARY SHAREHOLDERS 139,098,262 245,055,772
Basic earnings per share 23 3.81 6.71
Diluted earnings per share 23 3.81 6.71
3.1.2 STATEMENT OF COMPREHENSIVE INCOME
(in euros) Note 31/12/2020 31/12/2019
NET INCOME FOR THE PERIOD 139,098,262 245,055,772
Actuarial gains (losses) on post-employment benefits
Taxes on items non-recyclable to profit or loss
Items non-recyclable to profit or loss
Gains (losses) on financial assets available for sale
Gains (losses) on hedging instruments
Currency translation adjustments
Taxes on items recyclable to profit or loss
Items recyclable to profit or loss
Other comprehensive income
CONSOLIDATED COMPREHENSIVE INCOME 139,098,262 245,055,772
Attributable to:
• owners of the parent company 139,098,262 245,055,772
• non-controlling shareholders
3
ALTAMIR 2020 Universal Registration Document 109
3.1.3 CONSOLIDATED BALANCE SHEET
(in euros) Note 31/12/2020 31/12/2019
Non-current assets
Investment portfolio 7 1,266,677,789 980,442,589
Other non-current financial assets 8 379,683 79,601,517
Sundry receivables 28,344 10,344
TOTAL NON-CURRENT ASSETS 1,267,085,815 1,060,054,451
Current assets
Sundry receivables 306,686 231,163
Other current financial assets 9 16,398,357 28,252,077
Cash and cash equivalents 10 76,810,725 84,869,110
TOTAL CURRENT ASSETS 93,515,768 113,352,349
TOTAL ASSETS 1,360,601,582 1,173,406,799
(in euros) Note 31/12/2020 31/12/2019
Shareholders’ equity
Share capital 11 219,259,626 219,259,626
Share premiums 102,492,980 102,492,980
Reserves 667,395,744 446,411,543
Net income for the year 139,098,262 245,055,772
TOTAL SHAREHOLDERS' EQUITY 1,128,246,612 1,013,219,921
Other non-current liabilities
Provision for carried interest of general partner and Class B shareholders 12 19,692,904 28,743,225
Carried interest provision for Apax funds 13 99,210,640 98,886,789
TOTAL OTHER NON-CURRENT LIABILITIES 118,903,544 127,630,013
Other current liabilities
Other financial liabilities 14 98,118,054 29,793,927
Trade payables and related accounts 4,727,836 439,744
Other liabilities 10,605,530 2,323,188
TOTAL OTHER CURRENT LIABILITIES 113,451,421 32,556,858
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 1,360,601,582 1,173,406,799
Financial statements
Consolidated financial statements
3
ALTAMIR 2020 Universal Registration Document110
3.1.4 STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
(in euros) Share capital
Share
premiums
Treasury
shares Reserves
Net income
for the period TOTAL
SHAREHOLDERS' EQUITY 31 DECEMBER 2018 219,259,626 102,492,980 -627,240 441,497,737 30,306,225 792,929,329
Net income for the period 245,055,772 245,055,772
TOTAL INCOME AND EXPENSES
RECOGNISED IN THE PERIOD
Transactions on treasury shares 63,428 -749,800 -686,372
Allocation of income 30,306,225 -30,306,225 0
Distribution of dividends to ordinary
shareholders -24,078,809 -24,078,809
SHAREHOLDERS’ EQUITY 31 DECEMBER 2019 219,259,626 102,492,980 -563,812 446,975,353 245,055,772 1,013,219,921
(in euros) Share capital
Share
premiums
Treasury
shares Reserves
Net income
for the period TOTAL
SHAREHOLDERS’ EQUITY 31 DECEMBER 2019 219,259,626 102,492,980 -563,812 446,975,353 245,055,772 1,013,219,921
Net income for the period 139,098,262 139,098,262
TOTAL INCOME AND EXPENSES RECOGNISED
IN THE PERIOD
Transactions on treasury shares -53,720 60,740 7,020
Allocation of income 245,055,772 -245,055,772 0
Distribution of dividends to ordinary
shareholders -24,078,590 -24,078,590
SHAREHOLDERS' EQUITY 31 DECEMBER 2020 219,259,626 102,492,980 -617,532 668,013,276 139,098,262 1,128,246,612
Financial statements
Consolidated financial statements
3
ALTAMIR 2020 Universal Registration Document 111
3.1.5 STATEMENT OF CASH FLOWS
(in euros) Note
31/12/2020
12 months
31/12/2019
12 months
Investments -153,139,257 -55,358,445
Capital calls paid by Class C shareholders* 666,353 851,000
Shareholder loans to portfolio companies -467,034 -1,985,435
Repayment of shareholder loans by portfolio companies 0 12,489,575
TOTAL INVESTMENTS -152,939,938 -44,003,304
Divestment of equity investments 156,628,310 379,622,325
Interest and other portfolio income received 651,746 73,943
Dividends received 0 56,290
TOTAL DIVESTMENTS 157,280,055 379,752,558
Distribution paid to Class C shareholders -38,770,676 0
Operating expenses -28,273,958 -24,034,178
Change in working capital -3,538,128 -10,004,418
Sundry extraordinary income 93,100 0
CASH FLOWS FROM OPERATING ACTIVITIES -66,149,545 301,710,659
New borrowings 94,772,484 9,086,947
Repayment of borrowings -26,448,356 -138,520,031
NET CHANGE IN BORROWINGS 68,324,128 -129,433,084
Investment in France VII/Monceau/Etoile II 0 -70,450,824
Divestment of Generali/Allianz 22,013,590 -7,023,769
Change in income from cash investments** -752,530 2,806,949
Income received on marketable securities 0 0
Dividends paid to ordinary shareholders -24,078,590 -24,078,809
Amount attributable to the general partner and Class B shareholders 0 0
Deposits and guarantees 36,900 0
Transactions on treasury shares 0 0
CASH FLOWS FROM FINANCING ACTIVITIES 65,543,498 -228,179,537
NET CHANGE IN CASH AND CASH EQUIVALENTS -606,047 73,531,122
Cash and cash equivalents at opening 77,396,747 3,865,626
CASH AND CASH EQUIVALENTS AT CLOSING 10 76,790,700 77,396,747
* Included in cash flows from financing activities in 2019.
** Included in cash flows from operating activities in 2019.
The Company endeavours to provide transparent and
exhaustive information to the market on the costs and debts
relating to the investments it makes both directly and through
the Apax funds:
l by presenting gross investment performance on the one
hand and all costs (management fees and carried interest)
on the other; and
l by separating costs incurred directly by the Company from
those related to investments made through the Apax funds.
This presentation highlights all of the costs incurred by
Altamir, all financial debts, including those relating to future
capital calls, and all carried interest, relating both to direct
investments and to investments made through the Apax
funds.
Financial statements
Consolidated financial statements
3
ALTAMIR 2020 Universal Registration Document112
As the Apax France VIII-B, Apax France IX-B, Apax France X-B and Astra funds are consolidated, they are not adjusted.
Presenting the funds under significant influence on a net basis would have resulted in the following presentation:
Balance sheet
31/12/2020
(in euros) Initial statements Adjustments Amended statements
NON-CURRENT ASSETS
Intangible assets 0 0
Investment portfolio 1,266,677,789 -57,583,602 1,209,094,187
Other financial assets 379,683 379,683
Sundry receivables 28,344 -28,344 0
TOTAL NON-CURRENT ASSETS 1,267,085,815 -57,611,946 1,209,473,869
CURRENT ASSETS
Sundry receivables 306,686 -29,478 277,209
Other current financial assets 16,398,357 -16,387,457 10,900
Cash and cash equivalents 76,810,725 -432,157 76,378,568
TOTAL CURRENT ASSETS 93,515,768 -16,849,091 76,666,677
TOTAL ASSETS 1,360,601,582 -74,461,037 1,286,140,545
31/12/2020
(in euros) Initial statements Adjustments Amended statements
SHAREHOLDERS’ EQUITY
Share capital 219,259,626 219,259,626
Share premiums 102,492,980 102,492,980
Reserves 667,395,744 667,395,744
Net income for the year 139,098,262 139,098,262
TOTAL SHAREHOLDERS' EQUITY 1,128,246,612 0 1,128,246,612
Carried interest provision Class B shares 19,692,904 19,692,904
Other liabilities 99,210,640 -34,851,740 64,358,900
OTHER NON-CURRENT LIABILITIES 99,210,640 -34,851,740 64,358,900
Other financial liabilities 98,118,054 -39,488,285 58,629,769
Trade payables and related accounts 4,727,836 -118,912 4,608,925
Other liabilities 10,605,530 -2,101 10,603,430
OTHER CURRENT LIABILITIES 113,451,421 -39,609,297 73,842,124
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 1,360,601,582 -74,461,037 1,286,140,545
Financial statements
Consolidated financial statements
3
ALTAMIR 2020 Universal Registration Document 113
Income statement
2020
(in euros) Initial statements Adjustments Amended statements
Changes in fair value 194,063,124 -18,731,473 176,974,191
Valuation dierences on divestments during the period 24,743,271 -2,898,753 20,201,978
Other portfolio income 651,746 -582,681 69,065
INCOME FROM PORTFOLIO INVESTMENTS 219,458,140 -22,212,906 197,245,234
Purchases and other external expenses -28,273,958 7,635,174 -20,638,784
Taxes, fees and similar payments -245 -245
Other income 93,111 93,111
Other expenses -274,000 -274,000
GROSS OPERATING INCOME 191,003,048 -14,577,732 176,425,316
Carried interest provision Class B shares -1,553,081 -1,553,081
Carried interest provision Apax funds -39,094,528 15,165,302 -23,929,225
NET OPERATING INCOME 150,355,440 587,570 150,943,010
Income from cash investments 0 0
Financial income 211,353 211,353
Interest and similar expenses -11,468,530 -587,570 -12,056,100
Other financial expenses 0 0
NET INCOME ATTRIBUTABLE TO ORDINARY SHAREHOLDERS 139,098,262 0 139,098,262
Financial statements
Consolidated financial statements
3
ALTAMIR 2020 Universal Registration Document114
3.1.6 NOTES TO THE CONSOLIDATED (IFRS) FINANCIAL STATEMENTS
CONTENTS
NOTE 1 Entity presenting the financial statements 115
NOTE 2 Basis of preparation 115
NOTE 3 Principal accounting methods 116
NOTE 4 Determination of fair value
and valuation methods employed 117
NOTE 5 Significant events during the period 118
NOTE 6 Details of financial instruments
in the consolidated balance sheet
and income statement 119
NOTE 7 Investment portfolio 123
NOTE 8 Other non-current financial assets 124
NOTE 9 Other current financial assets 124
NOTE 10 Cash and cash equivalents 125
NOTE 11 Shareholders’ equity 125
NOTE 12 Provision for carried interest of general
partner and Class B shareholders 125
NOTE 13 Carried interest provision for Apax funds 126
NOTE 14 Other current financial liabilities 126
NOTE 15 Valuation dierences on divestments
during the period 126
NOTE 16 Other portfolio income 126
NOTE 17 Purchases and other external expenses
(incl. tax) 127
NOTE 18 Other expenses 128
NOTE 19 Income from cash investments 128
NOTE 20 Financial income 128
NOTE 21 Interest and similar expenses 128
NOTE 22 Sensitivity 129
NOTE 23 Earnings per share 131
NOTE 24 Related parties 132
NOTE 25 Contingent liabilities 133
Financial statements
Consolidated financial statements
3
ALTAMIR 2020 Universal Registration Document 115
NOTE 1 Entity presenting the financial statements
Altamir (the “Company”) is a French partnership limited by
shares governed by Articles L.226.1 to L.226.14 of the French
Commercial Code. Its principal activity is the acquisition of
equity interests in other companies. The Company opted to
become a société de capital risque (special tax status for
certain private equity and other investment companies) as
of financial year 1996.
The Company is domiciled in France.
Altamir presents its consolidated financial statements
including the following private equity funds: Apax France
VIII-B, of which it holds 99.90%, Apax France IX-B, of which
it holds 99%, Apax France X-B, of which it holds 99%, and
Astra, of which it holds 99.9%.
NOTE 2 Basis of preparation
2.1 Declaration of conformity
Pursuant to European Regulation 1606/2002 of 19 July 2002,
the annual consolidated financial statements of Altamir as of
31 December 2020 have been prepared in compliance with
IAS/IFRS international accounting standards as adopted by
the European Union and available on its website at: https://
ec.europa.eu/info/business-economy-euro/company-
reporting-and-auditing/company-reporting/financial-
reporting_en#ifrs-financial-statements.
The accounting rules and methods applied to the annual
financial statements are identical to those used to prepare the
consolidated financial statements for the financial year ended
31 December 2019 inasmuch as the new IFRSs (standards,
amendments, or IFRIC interpretations) that became
applicable on 1 January 2020 did not have an impact on the
Group’s consolidated financial statements.
These consolidated financial statements cover the financial
year from 1 January to 31 December 2020. They were
approved by the Management Company on 8 March 2021.
2.2 Valuation bases
The financial statements established in accordance with IFRS
are prepared on a fair value basis for the following items:
l financial instruments for which the Company has chosen
the "fair value through profit or loss" option, pursuant to the
provisions of IFRS 9 (by application of the fair value option)
and IAS 28 for venture capital firms whose purpose is to
hold a portfolio of securities with a view to selling them in
the short or medium term;
l derivative financial instruments;
l carried interest attributable to the general partner and
Class B shareholders;
l carried interest attributable to the portfolio fund managers.
The methods used to measure fair value are discussed in
Note3.
2.3 Operating currency and
presentation currency
The financial statements established under IFRS are presented
in euros, which is the Company's operating currency.
2.4 Use of estimates and judgements
The preparation of financial statements under IFRS requires
management to formulate judgements and to use estimates
and assumptions that may aect the application of accounting
methods and the amounts of assets, liabilities, income and
expenses. Actual values may dier from these estimates.
The estimates and underlying assumptions are reviewed on an
ongoing basis. The impact of changes in accounting estimates
is accounted for during the period in which the change occurs
and in all subsequent periods aected.
More specifically, in Note 3 on the determination of fair
value, information is provided on the principal sources of
uncertainty regarding the estimates and judgements made
in applying the accounting methods that have the most
significant impact on the amounts recognised in the financial
statements is described.
Altamir and the companies in which it invests have also
had to adapt to the eects of the Covid-19 pandemic. They
have done everything in their power to ensure the safety of
employees and to keep their operations running smoothly.
The crisis did not have the same impact on the financial
statements of every portfolio company in 2020. Some
companies have had to update their business forecasts
and/or adapt their cost structure. In addition, they have been
particularly vigilant about their level of liquidity and in some
cases, they have solicited aid from the various programmes
in place.
All of these factors were taken into account in end-of-year
valuations. Each management company was careful to
evaluate whether it made sense to adjust valuation methods
in order to reflect the value of portfolio companies as
faithfully as possible. In the vast majority of cases, methods
were left unchanged. Only in very specific circumstances,
Financial statements
Consolidated financial statements
3
ALTAMIR 2020 Universal Registration Document116
such as a company with a very seasonal business, were
adjustments made. Lastly, certain acquisitions or asset sales
were postponed.
2.5 Key assumptions
Continuity of operations is based on key assumptions
including the availability of sufficient cash flow until
31December 2021. The Company has credit lines totalling
€55m, of which €8m were drawn as of 31 December 2020.
It also has cash equivalents of €72.8m and €16.4m of other
financial assets that it considers as cash.
Moreover, all of the funds in which the Company invests have
access to their own financing arrangements, which enables
them to anticipate cash outflows with a visibility of 12 months.
NOTE 3 Principal accounting methods
3.1 Method of consolidation of equity investments
As of 31 December 2020, Altamir exercised control over Apax
France VIII-B, Apax France IX-B, Apax France X-B and Astra,
of which it held more than 50% of the units.
Apax France VIII-B, Apax France IX-B, Apax France X-B and
Astra are consolidated using the full consolidation method.
Regarding equity interests in which the percentage of
control held by Altamir ranges from 20% to 50%, Altamir
does not have a representative in the executive body of
such companies, and therefore does not share the control
of its business activity. All such investments are therefore
deemed to be under significant influence. Nevertheless, the
Company has chosen to consolidate these investments using
the full consolidation method and to present the financial
statements on pages 112-113 as they would have appeared
had the Company not used this method.
3.2 Other accounting methods
The accounting methods described below have been
applied consistently to all periods presented in the financial
statements established under IFRS. The application of the
new texts and amendments adopted by the EU which became
mandatory on 1 January 2020, did not have a material impact
on the financial statements.
3.2.1 Investment portfolio valuation
A) Equity instruments
The performance and management of the equity instruments
in which Altamir invests is monitored on the basis of fair value.
The Company has therefore chosen the “fair value through
profit or loss” option provided for by IFRS 9 as the method
for valuing these investments. Where the Company has a
significant influence, it also applies the option of recognition
at fair value through profit or loss provided by IAS 28 for
“venture capital organisations”.
Under the fair value option, these instruments are therefore
carried at fair value as assets on the balance sheet with
positive and negative changes in fair value being recognised
in profit or loss for the period. They are presented in the
“Investment portfolio” line item on the balance sheet and the
impact of changes in fair value is presented under “Changes
in fair value” in the income statement.
The methods for measuring fair value are detailed in Note 4.
B) Hybrid securities
In acquiring its equity interests, Altamir may subscribe
to hybrid securities such as bonds that are convertible
or redeemable in shares. For this type of instrument with
embedded derivatives, Altamir has opted for recognition at
fair value through profit or loss in accordance with IFRS9.
At each balance sheet date, hybrid securities held are
remeasured at fair value, and changes in fair value (positive
or negative) are recognised in the income statement.
These hybrids are presented on the balance sheet under the
line item “Investment portfolio”, and the impact of changes
in fair value is presented under “Changes in fair value” in the
income statement.
C) Derivative instruments
Pursuant to IFRS 9, warrant-type instruments are classified
as derivatives and carried on the balance sheet at fair value.
Positive and negative changes in fair value are recognised
in profit or loss for the period under “Changes in fair value”.
The fair value is determined in particular according to the
intrinsic value of the conversion option, based on the price of
the underlying shares estimated on the balance sheet date.
Financial statements
Consolidated financial statements
3
ALTAMIR 2020 Universal Registration Document 117
D) Loans and receivables
Pursuant to IFRS 9, these investments are classified as
“loans and receivables” and carried at their amortised cost.
The associated interest income is recognised under “Other
portfolio income” in profit or loss for the year according to
the eective interest rate method.
3.2.2 Debt and shareholders’ equity
The Company has issued Class B shares that entitle their
holders to carried interest equal to 18% of adjusted net
statutory income, as defined in paragraph 25.2 of the Articles
of Association. In addition, a sum equal to 2% calculated on
the same basis is payable to the general partner.
Remuneration of the Class B shareholders and the general
partner is considered to be payable as soon as adjusted net
income has been recognised. Remuneration of these shares
and the shares themselves are considered liabilities under the
analysis criteria of IAS 32.
The remuneration payable to the Class B shareholders and
the general partner is calculated taking unrealised capital
gains and losses into account and is recognised in the income
statement. Debt is recognised as a liability on the balance
sheet. Under the Articles of Association, unrealised capital
gains are not taken into account in the amounts paid to Class
B shareholders and the general partner.
Finally, in accordance with IAS 32, treasury shares are
deducted from shareholders' equity.
3.2.3 Cash equivalents and other short-term
investments
The Company’s surplus cash is invested in units of euro
money-market funds (SICAVs) and time deposits that meet
the definition of cash equivalents under IAS 7 (short-term,
highly liquid investments, readily convertible into known
amounts of cash and subject to an insignificant risk of change
in value). They may also be invested in bonds with a longer-
term investment objective.
The Company values this portfolio using the fair value option
provided for by IFRS 9. The unrealised capital gains or losses
at the balance sheet date are thus recognised in profit or loss
for the year. Income from time deposits and money-market
funds is included in “Income from cash investments”.
3.2.4 Tax treatment
The Company opted for the status of SCR (société de capital
risque) as of the financial year ended 31 December 1996. This
status requires compliance with certain criteria, in particular
the limitation of debt to 10% of shareholders’ equity and the
eligibility of securities held. The legislation on SCRs applicable
since 2001 exempts all income from corporation tax.
The Company does not recover VAT. Non-deductible VAT is
recognised as an expense in the income statement.
3.2.5 Segment information
The Company carries out only private equity activities and
invests primarily in the euro zone.
NOTE 4 Determination of fair value and valuation methods employed
Altamir uses principles of fair value measurement that are in
accordance with IFRS 13:
4.1 Category 1 shares
Companies whose shares are traded on an active market
(“listed”).
The shares of listed companies are valued at the last stock
market price of the period.
4.2 Category 2 shares
Companies whose shares are not traded on an active market
(“unlisted”), but which are valued on the basis of directly or
indirectly observable data. Observable data are prepared
using market data, such as information published on actual
events or transactions, and reflect assumptions that market
participants would use to determine the price of an asset or
liability.
An adjustment to level 2 data that has a significant impact on
fair value may cause a reclassification to level 3 if it makes use
of unobservable data.
4.3 Category 3 shares
Companies whose shares are not traded on an active market
("unlisted"), and are valued based on unobservable data.
Financial statements
Consolidated financial statements
3
ALTAMIR 2020 Universal Registration Document118
NOTE 5 Significant events during the period
5.1 Investments
The Company invested and committed €113.1m during 2020,
vs. €198.5m in 2019.
1) €103.8m (€102.5m in 2019) in eight new investments:
l €80.2m via and alongside the Apax France X fund, in
three new companies:
• €29.7m in Mentaal Beter, specialised in innovative
mental health services. The company has a network of
more than 120 sites in the Netherlands, most of which
are owned directly. The transaction should be finalised
in the first quarter of 2021,
• €16.2m committed to Groupe Crystal, a leader in wealth
management advisory services,
• €34.3m – including €10.0m as a co-investment – in
Odigo, a leader in Contact Center as a Service (CCaaS)
solutions intended principally for large companies;
l €24.8m via the Apax X LP fund, in five new companies:
• €3.2m invested in My Case, which offers software
solutions to legal professionals,
• €7.7m invested in Cadence Education, a leader in the
education of young children in North America,
• €5.3m invested in Kar Global, a supplier of technology
and marketing solutions for the resale of wholesale
vehicles,
• €5.2m invested in InnovAge, a leading provider of
senior home care services through the Program
for All-inclusive Care of the Elderly (PACE) in the
UnitedStates,
• €3.3m invested in Indian company 3i Infotech to
acquire its business supplying software solutions to the
financial, banking and insurance sectors. This business
will operate under the name of Azentio Software after
being carved out of 3i Infotech;
l A downward adjustment of €1.2m in the amounts
invested in certain companies;
2) €1.7m in the Apax Development and Apax Digital
funds (€1.0m and €0.7m, respectively), following new
commitments made in 2020;
3) €7.6m in follow-on investments in portfolio companies:
• €2.3m to strengthen the financial condition of two
companies, €1.3m in Lexitas to finance various additional
acquisitions, and €0.8m in Tosca to finance the acquisition
of Contraload,
• with the balance of €5.1m corresponding to follow-on
investments in several portfolio companies.
5.2 Divestments
Divestment agreements signed and revenue realised during the
year totalled €158.9m (€377.9m in 2019) and comprised sale
proceeds of €158.2m (€341.7m in 2019) and revenues of €0.7m
(€36.2m in 2019).
The €158.2m in proceeds from total divestments were derived
from:
l €64.9m from the sale of SK FireSafety Group,
l €13.3m from the sale of Altamir's remaining stake in
Amplitude,
l €13.1m from the sale of ECi,
l €12.7m related to the partial sale of ThoughtWorks,
l €10.2m from the sale of Altamir’s investment in Neuraxpharm,
l €9.3m from the sale of Altamir’s investment in Idealista,
l €8.2m from the sale of Boats Group,
l €6.9m from the sale of Engineering Group,
l €5.1m in top-up proceeds from the sale of Altran,
l €4.4m in proceeds following the IPO of Duck Creek
Technologies,
l €2.1m from the partial sale of Genius Sports Group,
l €1.2m from the partial sale of Paycor to an investor
consortium,
l €2.5m from the dividend recap on ADCO, Attenti and
Safetykleen,
l The balance of €4.3m corresponds to several amounts
received on the rest of the portfolio.
The €0.7m in revenue derived principally from the dividend
paid by Neuraxpharm.
5.3 Key events since 31 December 2020
On 26 February 2021, Altamir sold its share in the capital of
THOM Group (which had been held directly and via the Aho20
fund) for €104m, and reinvested €100m in partnership with
the management team and new shareholders, to acquire all of
the capital of the controlling holding company, and became
the principal shareholder.
Apax Partners SAS has signed an agreement to sell part of
its holding in Expereo; it will remain a minority shareholder
alongside the new shareholder, Vitruvian Partners, and the
management team.
Apax Partners SAS has also announced the full sale of
Sandaya (an outdoor accommodation leader) to a fund
managed by InfraVia.
Apax Partners LLP has announced the acquisition, via the
Apax X LP fund, of PIB Group, a leading insurance broker,
and Herjavec Group a specialist in cyber security solutions.
In addition, following Apax Partners LLP’s sale of its
investment in Idealista (held via the Apax VIII LP fund) and
Idealista’s acquisition of casa.it, the Apax X LP fund took a
minority stake in the company alongside its new shareholders.
Financial statements
Consolidated financial statements
3
ALTAMIR 2020 Universal Registration Document 119
On 4 March 2021, Apax Partners LLP announced that
InnovAge had been listed on the Nasdaq stock exchange.
Lastly, Apax Digital announced the sale of one of its
investments, and Apax Development announced the
acquisition of a new company.
NOTE 6 Details of financial instruments in the consolidated balance sheet
and income statement
6.1 Statement of financial position
31/12/2020
Fair value through
profit or loss
Loans and
receivables
Debts, cash
and cash
equivalents at
amortised cost
Assets
outside
the scope
of IAS 39 Total
(in euros) On option Derivatives
Assets
Intangible assets
Investment portfolio
(1)
1,249,365,958 17,311,830 1,266,677,789
Other financial assets 0 379,683 379,683
Sundry receivables 28,344 28,344
TOTAL NON-CURRENT ASSETS 1,249,394,302 0 17,691,513 0 0 1,267,085,815
Sundry receivables 278,760 27,927 306,686
Other current financial assets 16,398,357 16,398,357
Cash and cash equivalents 76,810,725 76,810,725
TOTAL CURRENT ASSETS 93,487,842 0 0 0 27,927 93,515,768
TOTAL ASSETS 1,342,882,144 0 17,691,513 0 27,927 1,360,601,582
31/12/2020
Fair value through
profit or loss
Loans and
receivables
Debts, cash
and cash
equivalents at
amortised cost
Assets
outside
the scope
of IAS 39 Total
(in euros) On option Derivatives
Liabilities
Carried interest provision attributable to
general partner and Class B shareholders
19,692,904 0 0 0 0 19,692,904
Carried interest provision for Apax funds 99,210,640 99,210,640
OTHER NON-CURRENT LIABILITIES 118,903,544 0 0 0 0 118,903,544
Other financial liabilities 98,118,054 98,118,054
Trade payables and related accounts 4,727,836 4,727,836
Other liabilities 10,605,530 10,605,530
OTHER CURRENT LIABILITIES 0 0 0 113,451,421 0 113,451,421
TOTAL LIABILITIES 118,903,544 0 0 113,451,421 0 232,354,965
(1) Investment portfolio
Level 1 - quoted on an active market 33,452,583
Level 2 - valuation based on techniques
using observable market data
1,152,247,915
Level 3 - inputs not based on observable
market data
80,977,291
Financial statements
Consolidated financial statements
3
ALTAMIR 2020 Universal Registration Document120
31/12/2019
Fair value through
profit or loss
Loans and
receivables
Debts, cash
and cash
equivalents at
amortised cost
Assets
outside
the scope
of IAS 39 Total
(in euros) On option Derivatives
Assets
Intangible assets
Investment portfolio
(1)
963,654,636 16,787,953 980,442,589
Other financial assets 79,228,853 372,665 79,601,517
Sundry receivables 10,344 10,344
TOTAL NON-CURRENT ASSETS 1,042,893,833 0 17,160,618 0 0 1,060,054,451
Sundry receivables 206,437 24,726 231,163
Other current financial assets 28,252,077 28,252,077
Cash and cash equivalents 84,869,110 84,869,110
TOTAL CURRENT ASSETS 113,327,623 0 0 0 24,726 113,352,349
TOTAL ASSETS 1,156,221,456 0 17,160,618 0 24,726 1,173,406,799
31/12/2019
Fair value through
profit or loss
Loans and
receivables
Debts, cash
and cash
equivalents at
amortised cost
Assets
outside
the scope
of IAS 39 Total
(in euros) On option Derivatives
Liabilities
Carried interest provision attributable to
general partner and Class B shareholders
28,743,225 0 0 0 0 28,743,225
Carried interest provision for Apax funds 98,886,789 98,886,789
OTHER NON-CURRENT LIABILITIES 127,630,013 0 0 0 0 127,630,013
Other financial liabilities 29,793,927 29,793,927
Trade payables and related accounts 439,744 439,744
Other liabilities 2,323,188 2,323,188
OTHER CURRENT LIABILITIES 0 0 0 32,556,858 0 32,556,858
TOTAL LIABILITIES 127,630,013 0 0 32,556,858 0 160,186,872
(1) Investment portfolio
Level 1 - quoted on an active market 23,449,429
Level 2 - valuation based on techniques using
observable market data
951,100,443
Level 3 - inputs not based on observable
market data
5,892,716
Financial statements
Consolidated financial statements
3
ALTAMIR 2020 Universal Registration Document 121
6.2 Consolidated income statement
2020
Fair value through
profit or loss
Loans and
receivables
Debts
at cost
Non-
financial
instruments Total
(in euros) On option Derivatives
Changes in fair value
(1)
194,006,280 56,844 194,063,124
Valuation dierences on divestments
during the period
24,740,896 2,375 24,743,271
Other portfolio income 0 651,746 651,746
INCOME FROM PORTFOLIO
INVESTMENTS
218,747,177 0 710,964 0 0 219,458,140
Purchases and other external expenses -28,273,958 -28,273,958
Taxes, fees and similar payments -245 -245
Other income 93,111 93,111
Other expenses -274,000 -274,000
GROSS OPERATING INCOME 218,747,177 0 710,964 0 -28,455,092 191,003,048
Carried interest provision for Apax funds -39,094,528 -39,094,528
Carried interest provision attributable to
general partner and Class B shareholders
-1,553,081 -1,553,081
NET OPERATING INCOME 178,099,568 0 710,964 0 -28,455,092 150,355,440
Income from cash investments 0 0
Financial income 211,353 211,353
Interest and similar expenses -11,468,530 -11,468,530
Other financial expenses 0 0
NET INCOME ATTRIBUTABLE TO
ORDINARY SHAREHOLDERS
166,842,391 0 710,964 0 -28,455,092 139,098,262
(1) Changes in fair value of the portfolio
Level 1 - quoted on an active market 14,128,557
Level 2 - valuation based on techniques using
observable market data
168,586,392
Level 3 - inputs not based on observable
market data
11,348,175
Cancellation of other financial assets
Financial statements
Consolidated financial statements
3
ALTAMIR 2020 Universal Registration Document122
2019
Fair value through
profit or loss
Loans and
receivables
Debts
at cost
Non-
financial
instruments Total
(in euros) On option Derivatives
Changes in fair value
(1)
234,169,550 4,312 234,173,862
Valuation dierences on divestments
during the period
80,421,922 1,700,547 82,122,469
Other portfolio income 56,291 73,943 130,233
INCOME FROM PORTFOLIO
INVESTMENTS
314,647,763 0 1,778,802 0 0 316,426,565
Purchases and other external expenses -24,034,178 -24,034,178
Taxes, fees and similar payments -140 -140
Other income 301 301
Other expenses -288,000 - 288,000
GROSS OPERATING INCOME 314,647,763 0 1,778,802 0 -24,322,018 292,104,547
Carried interest provision for Apax funds -39,117,972 -39,117,972
Carried interest provision attributable to
general partner and Class B shareholders
-18,586,308 -18,586,308
NET OPERATING INCOME 256,943,483 0 1,778,802 0 -24,322,018 234,400,266
Income from cash investments 2,806,949 2,806,949
Financial income 8,991,797 8,991,797
Interest and similar expenses -1,143,240 -1,143,240
Other financial expenses 0 0
NET INCOME ATTRIBUTABLE TO
ORDINARY SHAREHOLDERS
267,598,988 0 1,778,802 0 -24,322,018 245,055,772
(1) Changes in fair value of the portfolio
Level 1 - quoted on an active market -2,147,184
Level 2 - valuation based on techniques using
observable market data
236,343,675
Level 3 - inputs not based on observable
market data
-22,629
Cancellation of other financial assets
Financial statements
Consolidated financial statements
3
ALTAMIR 2020 Universal Registration Document 123
NOTE 7 Investment portfolio
Changes in the portfolio, including the reclassification of the investment in Aho20, during the period were as follows:
(in euros) Portfolio
FAIR VALUE AS OF 31 DECEMBER 2019 980,442,589
Investments 223,590,081
Changes in shareholder loans 467,034
Divestments -131,885,039
Changes in fair value 194,063,124
FAIR VALUE AS OF 31 DECEMBER 2020 1,266,677,789
Of which positive changes in fair value 252,431,942
Of which negative changes in fair value -58,368,818
Changes in the Level 3 investment portfolio during the period were as follows:
(in euros) 31/12/2020 31/12/2019
FAIR VALUE AT START OF PERIOD 5,892,716 2,465,381
Acquisitions* 72,245,105 3,655,032
Divestments -9,762,598 -205,068
Change of category from Level 2 to Level 3 4,596,746 -
Changes in fair value 8,005,321 -22,629
FAIR VALUE AT END OF PERIOD 80,977,291 5,892,716
* The 2020 figure includes the reclassification of the investment in Aho20 (see Note 8).
Changes in the Level 2 investment portfolio during the year were as follows:
(in euros) 31/12/2020 31/12/2019
FAIR VALUE AT START OF PERIOD 951,100,443 940,549,282
Acquisitions 141,393,583 40,942,514
Divestments -97,463,384 -293,010,328
Change of category from Level 1 to Level 2 - 26,275,299
Change of category from Level 2 to Level 1 -6,772,373 -
Change of category from Level 2 to Level 3 -4,596,746 -
Changes in fair value 168,586,392 236,343,675
FAIR VALUE AT END OF PERIOD 1,152,247,915 951,100,443
Changes in the Level 1 investment portfolio during the year were as follows:
(in euros) 31/12/2020 31/12/2019
FAIR VALUE AT START OF PERIOD 23,449,429 55,899,615
Acquisitions 10,418,427 256,758
Divestments -24,659,057 -4,284,460
Change of category from Level 1 to Level 2 - -26,275,299
Change of category from Level 2 to Level 1 6,772,373 -
Changes in fair value 17,471,411 -2,147,184
FAIR VALUE AT END OF PERIOD 33,452,583 23,449,429
Financial statements
Consolidated financial statements
3
ALTAMIR 2020 Universal Registration Document124
Valuation methods are based on the determination of fair value as described in Note 3:
31/12/2020 31/12/2019
% of listed instruments in the portfolio 2.6% 2.4%
% of listed instruments in NAV 2.4% 2.3%
Portfolio breakdown according to the degree of maturity of the investments and their business sector:
(in euros) 31/12/2020 31/12/2019
STAGE OF DEVELOPMENT
LBO 1,239,784,447 950,579,203
Growth capital 26,893,342 29,863,386
PORTFOLIO TOTAL 1,266,677,789 980,442,589
(in euros) 31/12/2020 31/12/2019
BUSINESS SECTOR
Services 175,563,698 235,952,581
TMT 676,492,880 462,303,263
Consumer 360,552,926 224,598,575
Healthcare 49,673,206 54,034,313
Other 4,395,079 3,553,857
PORTFOLIO TOTAL 1,266,677,789 980,442,589
NOTE 8 Other non-current financial assets
As of 31 December 2019, other non-current financial assets included units in the Apax France VII fund (renamed Aho20)
acquired as part of the oer to all of the fund’s unitholders to repurchase their units at their net asset value as of 30 June 2019.
These other non-current financial assets were reclassified in 2020 as part of the investment portfolio.
NOTE 9 Other current financial assets
Other current financial assets included two receivables of €4.5m from Apax VIII LP and €11.9m from Apax IX LP. These
receivables related to capital calls that had not yet been invested.
Financial statements
Consolidated financial statements
3
ALTAMIR 2020 Universal Registration Document 125
NOTE 10 Cash and cash equivalents
This item broke down as follows:
(in euros) 31/12/2020 31/12/2019
Money-market funds* 61,914,818 62,667,348
Time deposits - -
Cash on hand 14,895,907 22,201,762
CASH AND CASH EQUIVALENTS 76,810,725 84,869,110
Bank overdrafts -20,024 -7,472,362
CASH SHOWN IN THE STATEMENT OF CASH FLOWS 76,790,700 77,396,747
* Included pledge securities for €10m in 2020 (see Note 25.2).
NOTE 11 Shareholders’ equity
The number of shares outstanding for each of the categories is presented below:
(number of shares)
31/12/2020 31/12/2019
Ordinary
shares
Class B
shares
Ordinary
shares
Class B
shares
Shares outstanding at start of period 36,512,301 18,582 36,512,301 18,582
Shares outstanding at end of year 36,512,301 18,582 36,512,301 18,582
Shares held in treasury 29,200 12,164 27,835 12,164
Shares outstanding at end of period 36,483,101 6,418 36,484,466 6,418
NAV PER OUTSTANDING SHARE
(CONS. SHAREHOLDERS' EQUITY/NBR. OF ORDINARY SHARES)
30.93 27.77
(in euros)
31/12/2020 31/12/2019
Ordinary
shares
Class B
shares Total
Ordinary
shares
Class B
shares Total
Par value at end of period 6.00 10.00 6.00 10.00
SHARE CAPITAL 219,073,806 185,820 219,259,626 219,073,806 185,820 219,259,626
The dividend paid to the limited shareholders in 2020 for financial year 2019 was €0.66 per ordinary share outstanding (excluding
treasury shares). The NAV per outstanding ordinary share (excluding treasury shares) was €30.93 as of 31 December 2020
(€27.77 per share as of 31 December 2019).
NOTE 12 Provision for carried interest of general partner and Class B shareholders
The change in the amount attributable to the general partner and Class B shareholders during the year is detailed below:
(in euros) 31/12/2020 31/12/2019
At opening 28,743,225 10,156,916
Amount distributed but not paid during the financial year -10,603,402 -
Amount attributable to general partner and Class B shareholders on earnings of the financial year 1,553,081 18,586,308
AMOUNT ATTRIBUTABLE TO GENERAL PARTNER AND CLASS B SHAREHOLDERS 19,692,904 28,743,225
The provision increased by €1.6m over the year due to the increase in valuations and capital gains realised on investments
conferring the right to carried interest.
Financial statements
Consolidated financial statements
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ALTAMIR 2020 Universal Registration Document126
NOTE 13 Carried interest provision for Apax funds
This provision of €99.2m related to unrealised capital gains owing to holders of carried interest in Apax France VIII-B, Apax
France IX-A, Apax France IX-B, Apax France X-B, Apax Digital, Apax VIII LP, Apax IX LP and Apax X LP of €26.1m, €1.6m, €38.1m,
€0.2m, €0.4m, €7.6m, €24.7m and €0.6m, respectively, based on these funds’ performance. These liabilities are due in more than
one year, with the exception of the Apax France VIII-B and Apax VIII LP amounts, which are likely to be partially settled in 2021.
NOTE 14 Other current financial liabilities
As of 31 December 2020, this item totalled €98.1m. It included credit lines for Apax France IX-B (€23.9m), Apax France IX-A
(€1.0m), Apax France X-B (€26.7m), Altamir (€8m), Apax X LP (€36.9m), Apax Development (€0.9m) and Apax Digital (€0.7m).
NOTE 15 Valuation dierences on divestments during the period
(in euros) 31/12/2020 31/12/2019
Sale price 156,628,310 379,622,325
Fair value at start of period 131,885,039 297,499,856
IMPACT ON INCOME 24,743,271 82,122,469
• Of which positive price spread on divestments 40,015,751 93,965,631
• Of which negative price spread on divestments -15,272,480 -11,843,162
NOTE 16 Other portfolio income
Other portfolio income is detailed as follows:
(in euros) 2020 2019
Interest and other portfolio income received 651,746 73,943
Dividends - 56,290
TOTAL 651,746 130,233
Financial statements
Consolidated financial statements
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ALTAMIR 2020 Universal Registration Document 127
NOTE 17 Purchases and other external expenses (incl. tax)
(in euros) 2020 2019 2018
Direct fees (incl. tax)
(1)
10,556,595 9,079,948 9,708,894
Altamir Gérance management fees (excl. tax) 7,202,055 5,956,635 6,121,679
Non-recoverable VAT on Altamir Gérance management fees 1,440,411 1,191,327 1,224,336
Other fees and expenses (incl. tax) 1,914,129 1,931,986 2,362,879
• including recharges for accounting, financial and investor relations services 831,661 806,409 857,615
• including fees related to overdraft lines 292,101 83,868 228,894
• including fees related to portfolio companies held directly 44,347 38,114 -140,348
Indirect fees (incl. tax) 17,717,363 14,954,230 13,948,001
Management fees charged by Apax Partners SAS and Apax Partners LLP 12,943,641 11,446,902 10,198,808
Operating costs of the funds managed by Apax Partners SAS and Apax Partners LLP 4,773,722 3,507,328 3,749,193
TOTAL EXPENSES AND EXTERNAL PURCHASES
(2)
28,273,958 24,034,178 23,656,896
Investments at historical cost 132,776,157 137,190,496 107,802,761
Apax fund subscription commitments 1,062,531,053 851,557,199 820,898,321
CAPITAL COMMITTED AND INVESTED 1,195,307,210 988,747,694 928,701,082
(1) Average NAV between N and N-1 0.99% 1.01% 1.23%
(2) Average capital committed and invested between N and N-1 2.59% 2.51% 2.46%
For the year ended 31 December 2020, direct fees represented 0.99% of average NAV, and total fees represented 2.59% of
average committed and invested capital, vs. 1.01% and 2.51%, respectively, in 2019.
The Management Company’s remuneration (€0.3m excl. tax) and the fees received by Amboise Partners SA (€6.9m excl. tax),
totalling €8.6m incl. tax, were calculated pursuant to Article 17.1 of the Company's Articles of Association. This amount is higher
than in the previous year, due to a decrease in the deductions made by the funds (particularly the Apax France VIII-B and
ApaxVIII LP funds), reflecting a lower amount invested in 2020 than in 2019.
In addition to the three items detailed in the table above, the other fees and expenses of €1.9m include €0.8m in legal fees,
statutory audit fees and listing costs. The amount of these fees and expenses has been broadly stable for the last three years,
apart from the fees relating to overdraft lines, which have risen, as new agreements have been signed.
Indirect fees rose by 18.5%, increasing from €14.9m in 2019 to €17.7m in 2020. This increase reflected fees paid to Apax
FranceX-B for the first time and fees paid to Apax X LP over a full year.
Financial statements
Consolidated financial statements
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ALTAMIR 2020 Universal Registration Document128
Pursuant to Decree no. 2008-1487 of 20 December 2008, fees paid to the statutory auditors broke down as follows:
Members of the Ernst & Young network RSM France
Amount excl. taxes % Amount excl. taxes %
(in euros) 2020 2019 2020 2019 2020 2019 2020 2019
Audit
Audit, certification and
examination of the
statutory and consolidated
financial statements
• Issuer 116,300 122,800 60% 62% 78,000 76,500 40% 38%
• Fully consolidated
subsidiaries
Other duties and services
directly related to the audit
assignment
• Issuer
• Fully consolidated
subsidiaries
SUBTOTAL 116,300 122,800 60% 62% 78,000 76,500 40,% 38 %
Other services performed
by the networks for
the fully consolidated
subsidiaries
Legal, tax,
employee-related
Other 10,000 10,000 53% 100% 9,000 0 47% 0%
SUBTOTAL
TOTAL 126,300 132,800 59% 63% 87,000 76,500 41% 37%
NOTE 18 Other expenses
Other expenses relate to attendance fees paid in 2020.
NOTE 19 Income from cash investments
As a result of the reclassification of Aho20 units (see Note 8), unrealised capital gains on these units, which were recognised
as income from cash investments in 2019, are now included in income from portfolio investments.
NOTE 20 Financial income
Financial income corresponded primarily to proceeds from the sale of Allianz and Generali tax-ecient capitalisation funds.
NOTE 21 Interest and similar expenses
This item primarily corresponded to interest paid on the drawn credit lines and on the bank overdraft. Nevertheless, the sharp
increase between 2020 and 2019 is related to the reclassification of the investment in Aho20 as described in Note 8.
Financial statements
Consolidated financial statements
3
ALTAMIR 2020 Universal Registration Document 129
NOTE 22 Sensitivity
Altamir does not use derivative instruments to hedge or gain
exposure to market risks (equities, interest rates, currencies
or credit).
22.1 Risks related to fluctuations in listed share
prices
Risks related to listed share prices of portfolio
companies
Altamir holds a large number of listed securities, either
directly or indirectly through holding companies, and may
therefore be aected by a downturn in the market prices of
such securities. A drop in the market price at a given moment
would result in the decrease of the portfolio valuation and of
the Net Asset Value of the Company. Such a drop would be
recognised in the income statement as a loss under “Changes
in fair value of the portfolio”.
A drop in market prices might also aect realised capital
gains or losses should Altamir sell such shares in the stock
market.
Listed companies made up 2.6% of the portfolio as of
31December 2020 (2.4% at 31 December 2019). These are
shares of portfolio companies floated on the stock exchange
and shares from LBOs on listed companies.
A 10% drop in the market prices of these listed securities
would have an impact of €3.3m on the valuation of the
portfolio as of 31 December 2020.
In addition, some unlisted securities are valued in part on
the basis of peer-group multiples, and in part on multiples of
recent private transactions.
The final value of the investments will be based on private
transactions, unlisted by definition, in which the strategic
position of the companies or their ability to generate cash flow
takes precedence over market comparables. For information,
valuation sensitivity to a decline of 10% of the multiples of
comparable listed companies amounts to €72.3m.
22.2 Interest rate risks
Risks related to LBO transactions
In the context of leveraged transactions, Altamir is indirectly
subject to the risk of an increase in the cost of debt and the
risk of not obtaining financing or being unable to finance the
planned new transactions at terms that ensure a satisfactory
return.
Risks related to other financial assets and liabilities
Financial assets that have an interest rate component include
shareholder loans and securities such as bonds issued by
companies in the investment portfolio. These financial assets
are assumed to be redeemed or converted at maturity. As a
result, they do not present any interest rate risk per se.
Altamir has no significant financial liabilities subject to interest
rate risk.
22.3 Currency risk
The objective of Altamir is to invest primarily in France or in
the euro zone. However, some investments made by Altamir
to date are indirectly denominated in foreign currencies, and
consequently their value may vary according to exchange
rates.
As of 31 December 2020, the assets denominated in
foreign currencies were the shares and debts of 39 out of
the 55portfolio companies, which represented €480.1m, or
40.9% of total assets (€377.6m, or 32.2% of total assets as of
31 December 2019).
The portfolio's exposure by currency was as follows:
(in euros)
31/12/2020 31/12/2019
Investment
portfolio
US dollars (USD)
Sundry
receivables
US dollars (USD)
Investment
portfolio
US dollars (USD)
Sundry
receivables
US dollars (USD)
Assets in euros 423,475,129 328,389,118
Liabilities
Net position before management 423,475,129 0 328,389,118 0
O-balance-sheet position
Net position after management 423,475,129 0 328,389,118 0
IMPACT IN EUROS OF A 10% CHANGE
IN THE EXCHANGE RATE
42,347,513 0 32,838,912 0
Financial statements
Consolidated financial statements
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ALTAMIR 2020 Universal Registration Document130
(in euros)
31/12/2020 31/12/2019
Investment
portfolio
Hong Kong dollars
(HKD)
Sundry
receivables
Hong Kong
dollars (HKD)
Investment
portfolio
Hong Kong dollars
(HKD)
Sundry
receivables
Hong Kong
dollars (HKD)
Assets in euros 1,956,229 2,951,068
Liabilities
Net position before management 1,956,229 0 2,951,068 0
O-balance-sheet position
Net position after management 1,956,229 0 2,951,068 0
IMPACT IN EUROS OF A 10% CHANGE
IN THE EXCHANGE RATE
195,623 0 295,107 0
(en euros)
31/12/2020 31/12/2019
Investment
portfolio
Indian rupee
(INR)
Sundry
receivables
Indian rupee
(INR)
Investment
portfolio
Indian rupee
(INR)
Sundry
receivables
Indian rupee
(INR)
Assets in euros 6,809,171 8,309,186
Liabilities
Net position before management 6,809,171 0 8,309,186 0
O-balance-sheet position
Net position after management 6,809,171 0 8,309,186 0
IMPACT IN EUROS OF A 10% CHANGE
IN THE EXCHANGE RATE
680,917 0 830,919 0
(en euros)
31/12/2020 31/12/2019
Investment
portfolio
Pounds sterling
(GBP)
Sundry
receivables
Pounds sterling
(GBP)
Investment
portfolio
Pounds sterling
(GBP)
Sundry
receivables
Pounds sterling
(GBP)
Assets in euros 30,307,773 24,299,707
Liabilities
Net position before management 30,307,773 0 24,299,707 0
O-balance-sheet position
Net position after management 30,307,773 0 24,299,707 0
IMPACT IN EUROS OF A 10% CHANGE
IN THE EXCHANGE RATE
3,030,777 0 2,429,971 0
(en euros)
31/12/2020 31/12/2019
Investment
portfolio
Chinese yuan
(CNY)
Sundry
receivables
Chinese yuan
(CNY)
Investment
portfolio
Chinese yuan
(CNY)
Sundry
receivables
Chinese yuan
(CNY)
Assets in euros 2,158,177 1,492,687
Liabilities
Net position before management 2,158,177 0 1,492,687 0
O-balance-sheet position
Net position after management 2,158,177 0 1,492,687 0
IMPACT IN EUROS OF A 10% CHANGE
IN THE EXCHANGE RATE
215,818 0 149,269 0
Financial statements
Consolidated financial statements
3
ALTAMIR 2020 Universal Registration Document 131
(in euros)
31/12/2020 31/12/2019
Investment
portfolio
New Zealand
Dollars (NZD)
Sundry
receivables
New Zealand
Dollars (NZD)
Investment
portfolio
New Zealand
Dollars (NZD)
Sundry
receivables
New Zealand
Dollars (NZD)
Assets in euros 15,362,241 12,140,524
Liabilities
Net position before management 15,362,241 0 12,140,524 0
O-balance-sheet position
Net position after management 15,362,241 0 12,140,524 0
IMPACT IN EUROS OF A 10% CHANGE
IN THE EXCHANGE RATE
1,536,224 0 1,214,052 0
Altamir does not hedge against currency fluctuations. The foreign exchange impact is taken into account when decisions to
invest or divest are made and is therefore factored into the calculation of expected return. It is not material with respect to the
expected investment gains.
NOTE 23 Earnings per share
The weighted average number of shares outstanding excludes treasury shares.
2020 2019
Basic earnings per share
Numerator (in euros)
INCOME FOR THE PERIOD ATTRIBUTABLE TO ORDINARY SHAREHOLDERS 139,098,262 245,055,772
Denominator
Number of shares outstanding at start of period 36,512,301 36,512,301
Eect of treasury shares -28,998 -32,335
Eect of capital increase
WEIGHTED AVERAGE NUMBER OF SHARES DURING THE PERIOD (BASIC) 36,483,303 36,479,966
Earnings per share (basic) 3.81 6.72
Earnings per share (diluted) 3.81 6.72
Financial statements
Consolidated financial statements
3
ALTAMIR 2020 Universal Registration Document132
NOTE 24 Related parties
In accordance with IAS 24, related parties are as follows:
24.1 Shareholders
Amboise Partners SA, as the investment advisor, and Altamir Gérance, as the Management Company, invoiced the Company for
€6,927,027 excl. tax and €275,027 excl. tax, respectively, and a total of €8,642,466 including tax in 2020 (€5,658,804 and €297,831
excl. tax, respectively, in 2019).
As of 31 December 2020 the amount payable was €1.5m (there was no amount payable as of 31 December 2019). There was no
amount receivable as of 31 December 2020 (€388,349 as of 31 December 2019).
24.2 Associated enterprises
Significant influence is presumed when the equity interest of the Company exceeds 20%.
They are related parties. The closing balances and transactions for the year with these companies are presented below:
(in euros) 31/12/2020 31/12/2019
Income statement
Valuation dierences on divestments during the period -470,135 44,003,337
Changes in fair value 72,995,363 111,074,528
Other portfolio income - -
Balance sheet
Investment portfolio 611,039,997 445,443,561
Sundry receivables - -
24.3 Senior management
Attendance fees paid in 2020 to members of the Supervisory Board with respect to 2019 totalled €274,000.
Financial statements
Consolidated financial statements
3
ALTAMIR 2020 Universal Registration Document 133
NOTE 25 Contingent liabilities
The contingent liabilities of the Company broke down as follows:
(in euros) 31/12/2020 31/12/2019
Irrevocable purchase obligations (investment commitments) 515,843 515,843
Other long-term obligations (liability guarantees and other) 0 6,184,051
TOTAL 515,843 6,699,894
Altamir’s investment commitments in Apax France VIII-B 0 6,887,068
Altamir’s investment commitments in Apax France IX-A 1,319,026 2,771,663
Altamir’s investment commitments in Apax France IX-B 31,764,654 65,912,880
Altamir’s investment commitments in Apax France X-B 341,250,000 350,000,000
Altamir’s investment commitments in Apax IX LP 2,995,135 11,220,796
Altamir’s investment commitments in Apax X LP 177,840,000 180,000,000
Altamir’s investment commitments in Astra 70,295 0
Altamir’s investment commitments in Apax Development Fund 10,035,000 12,750,000
Altamir’s investment commitments in Apax Digital 1,936,122 3,240,862
TOTAL 567,726,076 639,483,163
The tables above show the subscription commitments not yet
called as of 31 December 2020 and 31 December 2019.
Altamir has a €276.7m commitment in the Apax France VIII-B
fund. As of 31 December 2020, the commitment had been
fully called.
Altamir had committed to invest between €226m and
€306m in the Apax France IX-B fund. In December 2019, the
Company completed a secondary transaction with the buyout
of a €13m commitment from an investor in the Apax France
IX-A fund. This brought Altamir’s total commitment in the
Apax France IX fund to €318.9m. The fund was fully invested
as of 30 June 2020, with nine investments. The closings of the
last two investments occurred in January and February 2020,
respectively, for a total amount of €55.1m, of which €28m
was financed by lines of credit. As of 31 December 2020,
the amount of capital called was €285.9m, and the amount
remaining to be called was €33.1m.
Altamir has committed to investing between €270m and
€350m in the Apax France X-B fund. As of 31 December 2020,
the amount called was €8.7m. However, the amount invested
but financed by credit lines, and thus not called by the fund,
was €70.1m.
Altamir has a €138m commitment in the Apax IX LP fund.
As of 31 December 2020, the amount called was €135m.
However, the amount invested but financed by credit lines,
and thus not called by the fund, was €0.5m.
Altamir has a €180m commitment in the Apax France X LP
fund. As of 31 December 2020, the amount called was €2.2m.
However, the amount invested but financed by credit lines,
and thus not called by the fund, was €34.1m.
Altamir has committed to investing €65.5m in the Astra fund.
As of 31 December 2020, the amount called was €65.4m.
Altamir has committed to invest €15m in the Apax
Development fund. As of 31 December 2020, the amount
called was €5m. However, the amount invested but financed
by credit lines, and thus not called by the fund, was €2.5m.
Altamir has committed to invest €4.3m in the Apax Digital
fund. As of 31 December 2020, the amount called was €2.3m.
However, the amount invested but financed by credit lines,
and thus not called by the fund, was €0.7m.
The table above does not include distributions paid by the
funds, which legally can be called back by the management
company to meet the funds’ cash requirements, principally for
follow-on investments in their portfolios.
As of 31 December 2020, the distributions that could be
called back amounted to €3.8m (Apax VIII LP) and €6.9m
(Apax IX LP).
Financial statements
Consolidated financial statements
3
ALTAMIR 2020 Universal Registration Document134
25.1 Direct investment commitments
Companies
Commitments
as of 31/12/2019
Investments
during the year
Cancellation of
commitments as
of 31/12/2020
New commitments
as of 31/12/2020
Commitments
as of 31/12/2020
Listed securities 0 0 0 0 0
Investment commitment
in Turing Equity Co LP
515,843 515,843
Unlisted securities 515,843 0 0 0 515,843
TOTAL 515,843 0 0 0 515,843
25.2 Liability guarantees and other commitments
Liability guarantees
None.
Other o-balance-sheet commitments
A commitment was made to certain managers of THOM
Group, Snacks Développement, Entoria, InfoVista, Destiny,
AEB and Odigo to repurchase their shares and bonds in
the event of their departure. These commitments were not
material as of 31 December 2020.
The Apax France IX-B fund gave a security deposit to Banque
Transatlantique as part of its investment in Sandaya for the
funding of future acquisitions.
As part of the sale of Melita, the buyer granted an earn-out
of a maximum of €30m based on Melita’s fixed, high-speed
internet services in Italy until the buyer’s exit. Altamir’s 25%
share in this earn-out has been estimated at €2.1m as of
31December 2020.
Other accrued income
None.
Pledged securities
l Securities pledged to Banque Transatlantique:
As of 31 December 2020, 25,000,000 A units in the Apax
France IX-B fund were pledged against a credit line of
€15m, undrawn as of 31 December 2020.
The pledged securities cover 150% of the amounts granted
based on the valuation of the Apax France IX-B fund units
as of 30 June 2020.
l Securities pledged to Neuflize OBC:
As of 31 December 2020, 14,864,731 A units in the Apax
France IX-B fund were pledged against a credit line of
€10m, of which €8m was drawn as of 31 December 2020.
The pledged securities cover 150% of the amounts granted
based on the valuation of the Apax France IX-B fund units
as of 30 June 2020.
l Securities pledged to Natixis Wealth Management:
As of 31 December 2020, 61,440,275 A units in the Apax
France IX-B fund were pledged against a credit line of
€30m, undrawn as of 31 December 2020.
The pledged securities cover 215% of the amounts granted
based on the valuation of the Apax France IX-B fund units
as of 30 June 2020.
l Securities pledged to Arkea Banque Entreprises et
Institutionnels:
As of 31 December 2020, the shares of the Astra fund as
well as the shares of IVO Fixed Income, the shares of Apia
Vista, Apia Ciprès, APIA BIM and Phenix held by the FPCI
Astra were pledged in favor of Arkea Banque Entreprises
et Institutionnels.
Financial statements
Consolidated financial statements
3
ALTAMIR 2020 Universal Registration Document 135
3.2 STATUTORY AUDITORS’ REPORT ON THE
CONSOLIDATED FINANCIAL STATEMENTS
AFR
To the Annual General Meeting,
OPINION
In compliance with the engagement entrusted to us by your
annual general meeting, we have audited the accompanying
consolidated financial statements of Altamir for the year
ended 31 December 2020.
In our opinion, the consolidated financial statements give
a true and fair view of the assets and liabilities and of the
financial position of the Group as at 31 December 2020 and
of the results of its operations for the year then ended in
accordance with International Financial Reporting Standards
as adopted by the European Union.
The audit opinion expressed above is consistent with our
report to the Audit Committee.
BASIS FOR OPINION
Audit Framework
We conducted our audit in accordance with professional
standards applicable in France. We believe that the audit
evidence we have obtained is sucient and appropriate to
provide a basis for our opinion.
Our responsibilities under those standards are further
described in the Statutory Auditors’ Responsibilities for the
Audit of the Consolidated Financial Statements section of our
report.
Independence
We conducted our audit engagement in compliance with
independence requirements of the French Commercial Code
(Code de commerce) and the French Code of Ethics (Code
de déontologie) for statutory auditors for the period from
1 January 2020 to the date of our report and specifically we
did not provide any prohibited non-audit services referred to
in Article 5(1) of Regulation (EU) No 537/2014.
JUSTIFICATION OF ASSESSMENTS –
KEY AUDIT MATTERS
Due to the global crisis related to the Covid-19 pandemic,
the financial statements of this period have been prepared
and audited under specific conditions. Indeed, this crisis and
the exceptional measures taken in the context of the state
of sanitary emergency have had numerous consequences
for companies, particularly on their operations and their
financing, and have led to greater uncertainties on their future
prospects. Those measures, such as travel restrictions and
remote working, have also had an impact on the companies'
internal organization and the performance of the audits.
It is in this complex and evolving context that, in accordance
with the requirements of Articles L.823-9 and R. 823-7 of the
French Commercial Code (Code de commerce) relating to
the justification of our assessments, we inform you of the key
audit matters relating to risks of material misstatement that,
in our professional judgment, were of most significance in our
audit of the consolidated financial statements of the current
period, as well as how we addressed those risks.
These matters were addressed in the context of our audit
of the consolidated financial statements as a whole and
in forming our opinion thereon, and we do not provide
a separate opinion on specific items of the consolidated
financial statements.
Financial statements
Statutory auditors’ report ont the consolidated financial statements
3
ALTAMIR 2020 Universal Registration Document136
Investment portfolio valuation
Risk identified Our response
As at 31 December 2020, the investment portfolio amounted
to €1,267m, or 93.1% of balance sheet. This item corresponds
to equity instruments, hybrid securities instruments, derivative
instruments and loans and receivables as indicated in Note 3.2.1 to
the consolidated financial statements of 31 December 2020. Equity
instruments, in securities hybrids and derivative instruments are
recognized at their fair value. Loans and receivables are valued at
amortized cost.
Given their significant importance in the consolidated financial
statements, the complexity of the models used, their sensitivity
to variations in data, the assumptions on which the estimates are
based, and the judgment required to assess fair value, we consider
the evaluation of the investment portfolio as a key audit matters
at 31 December 2020.
In addition, the Covid-19 health crisis had heterogeneous impacts
on the financial statements of investments for the year 2020, and
these impacts were taken into account, where applicable, in the
assumptions used for the valuation of investments at year end.
We obtained an understanding of the procedures implemented
by the Manager of your Company and the managers of the
Professional Private Equity Funds through which your company
invests for the determination of the fair value of the investment
portfolio.
As part of our audit of the consolidated financial statements and
with valuation experts integrated into the audit team, our work
consisted in:
•
reconcile, on the basis of the information provided to us, the data
and quantified assumptions underlying the estimation of these
values with the market and/or macroeconomic data available at
the closing date;
• assessing the valuation method used for the main lines of the
investment portfolio, integrating management's assumptions
taking into account the context of the Covid-19 pandemic;
• examine the contractual documentation specific to each
investment;
•
test by sampling the arithmetic accuracy of the fair value
calculations used by the company.
We have also examined the appropriateness of the information
presented in Note 7 to the consolidated financial statements.
Compliance with the venture capital company statuts
Risk identified Our response
Your company has opted for the venture capital company system
which gives it a specific legal and tax framework, adapted to
its corporate purpose, which is the management of a portfolio
of transferable securities. The SCR regime is only granted to
companies that meet certain cumulative regulatory conditions.
Given the very restrictive conditions of the SCR status (in
particular the limitation of debt and the eligibility of investments,
as indicated in Note 3.2.4 of the appendix to the consolidated
financial statements), non-compliance with which would remove
the exemption from which the company benefits, we considered
that compliance with the regulatory conditions of the for the
venture capital company tax regime constitutes a key point in the
audit of the accounts at 31 December 2020.
Based on discussions with management, we became aware of
the procedures put in place by the Manager to identify regulatory
changes relating to the for the venture capital company status and
to monitor compliance with the conditions by the Company.
As part of our audit of the annual accounts, our work consisted
in assessing compliance with the eligibility criteria for the venture
capital company status, with tax experts integrated into the audit
team.
SPECIFIC VERIFICATIONS
We have also performed, in accordance with professional
standards applicable in France, the specific verifications
required by laws and regulations of the information relating
to the Group given in the Group management report.
We have no matters to report as to their fair presentation and
their consistency with the consolidated financial statements.
REPORT ON OTHER LEGAL AND
REGULATORY REQUIREMENTS
Format of presentation of the consolidated
financial statements intended to be included in
the annual financial report
In accordance with Article 222-3, III of the AMF General
Regulation, the Company’s management informed us of its
decision to postpone the presentation of the consolidated
financial statements in compliance with the European single
electronic format as defined in the European Delegated
Regulation No 2019/815 of 17 December 2018 to years
beginning on or after 1 January 2021. Therefore, this report
does not include a conclusion on the compliance with this
format of the presentation of the consolidated financial
statements intended to be included in the annual financial
report mentioned in Article L.451-1-2, I of the French Monetary
and Financial Code (Code monétaire et financier).
Financial statements
Statutory auditors’ report ont the consolidated financial statements
3
ALTAMIR 2020 Universal Registration Document 137
Appointment of the Statutory Auditors
ERNST & YOUNG et Autres was appointed as statutory
auditors of Altamir by the Annual General Meeting held on
22April 1999. RSM Paris replaced the resigning statutory
auditor during the 2013 financial year.
As at 31 December 2019, RSM Paris and ERNST & YOUNG et
Autres were in the eighth year and twenty second year of
total uninterrupted engagement respectively.
Prior to ERNST & YOUNG et Autres (formerly Barbier
Frinault et Autres), Barbier Frinault et Associés had been
statutory auditor since 1993, date on which the Company was
incorporated.
RESPONSIBILITIES OF MANAGEMENT
AND THOSE CHARGED WITH
GOVERNANCE FOR THE CONSOLIDATED
FINANCIAL STATEMENTS
Management is responsible for the preparation and fair
presentation of the consolidated financial statements in
accordance with International Financial Reporting Standards
as adopted by the European Union and for such internal
control as Management determines is necessary to enable the
preparation of consolidated financial statements that are free
from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements,
Management is responsible for assessing the Company’s
ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the
going concern basis of accounting unless it is expected to
liquidate the Company or to cease operations.
The Audit Committee is responsible for monitoring the
financial reporting process and the eectiveness of internal
control and risks management systems and where applicable,
its internal audit, regarding the accounting and financial
reporting procedures.
The consolidated financial statements were approved by the
Manager.
STATUTORY AUDITORS’
RESPONSIBILITIES FOR THE AUDIT
OF THE CONSOLIDATED FINANCIAL
STATEMENTS
Objectives and audit approach
Our role is to issue a report on the consolidated financial
statements. Our objective is to obtain reasonable assurance
about whether the consolidated financial statements as
a whole are free from material misstatement. Reasonable
assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with professional
standards will always detect a material misstatement when
it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated
financial statements.
As specified in Article L.823-10-1 of the French Commercial
Code (Code de commerce), our statutory audit does not
include assurance on the viability of the Company or the
quality of management of the aairs of the Company.
As part of an audit conducted in accordance with professional
standards applicable in France, the statutory auditor exercises
professional judgment throughout the audit and furthermore:
l Identifies and assesses the risks of material misstatement of
the consolidated financial statements, whether due to fraud
or error, designs and performs audit procedures responsive
to those risks, and obtains audit evidence considered to be
sucient and appropriate to provide a basis for his opinion.
The risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
l Obtains an understanding of internal control relevant
to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose
of expressing an opinion on the eectiveness of the internal
control.
l Evaluates the appropriateness of accounting policies used
and the reasonableness of accounting estimates and related
disclosures made by Management in the consolidated
financial statements.
l Assesses the appropriateness of Management’s use of the
going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant
doubt on the Company’s ability to continue as a going
concern. This assessment is based on the audit evidence
obtained up to the date of his audit report. However, future
events or conditions may cause the Company to cease
Financial statements
Statutory auditors’ report ont the consolidated financial statements
3
ALTAMIR 2020 Universal Registration Document138
to continue as a going concern. If the Statutory Auditor
concludes that a material uncertainty exists, there is a
requirement to draw attention in the audit report to the
related disclosures in the consolidated financial statements
or, if such disclosures are not provided or inadequate, to
modify the opinion expressed therein.
l Evaluates the overall presentation of the consolidated
financial statements and assesses whether these statements
represent the underlying transactions and events in a
manner that achieves fair presentation.
l Obtains sucient appropriate audit evidence regarding the
financial information of the entities or business activities
within the Group to express an opinion on the consolidated
financial statements. The Statutory Auditor is responsible
for the direction, supervision and performance of the audit
of the consolidated financial statements and for the opinion
expressed on these consolidated financial statements.
Report to the Audit Committee
We submit to the Audit Committee a report which includes in
particular a description of the scope of the audit and the audit
program implemented, as well as the results of our audit. We
also report, if any, significant deficiencies in internal control
regarding the accounting and financial reporting procedures
that we have identified.
Our report to the Audit Committee includes the risks of
material misstatement that, in our professional judgment,
were of most significance in the audit of the consolidated
financial statements of the current period and which are
therefore the key audit matters that we are required to
describe in this report.
We also provide the Audit Committee with the declaration
provided for in Article 6 of Regulation (EU) No 537/2014,
confirming our independence within the meaning of the
rules applicable in France such as they are set in particular by
Articles L.822-10 to L.822-14 of the French Commercial Code
(Code de commerce) and in the French Code of Ethics (Code
de déontologie) for statutory auditors. Where appropriate,
we discuss with the Audit Committee the risks that may
reasonably be thought to bear on our independence, and the
related safeguards.
Paris and Paris-La Défense, 2 April 2021
The Statutory Auditors
French original signed by
RSM Paris ERNST & YOUNG et Autres
Ratana Lyvong Henri-Pierre Navas Marie Le Treut
Financial statements
Statutory auditors’ report ont the consolidated financial statements
3
ALTAMIR 2020 Universal Registration Document 139
3.3 STATUTORY FINANCIAL STATEMENTS
AFR
3.3.1 BALANCE SHEET - ASSETS AS OF 31 DECEMBER 2020
31/12/2020
(in euros) 31/12/2018 31/12/2019 Gross
Depreciation,
amortisation
& provisions Net
Uncalled subscribed capital
NON-CURRENT ASSETS
Intangible assets
Set-up costs 0 0 0 0 0
Concessions, patents and trademarks 0 0 0 0 0
Property, plant & equipment
Oce equipment and furnishings 0 0 0 0 0
Transport equipment 0 0 0 0 0
Facilities and fittings 0 0 0 0 0
Net non-current financial assets
Portfolio investments held as non-current assets 566,563,645 478,442,159 659,171,021 2,445,739 656,725,283
Other portfolio investments 0 0 0 0 0
Receivables related to portfolio investments 0 0 0 0 0
Equity investments 61,635,330 54,439,307 55,875,301 0 55,875,301
Receivables related to equity investments 33,483,545 12,300,365 11,447,554 0 11,447,554
Other receivables 0 0 34,768,573 34,768,573 0
Other non-current financial assets 903,556 71,424,200 997,215 0 997,215
TOTAL (I) 662,586,075 616,606,032 762,259,664 37,214,312 725,045,352
CURRENT ASSETS
Sundry receivables 14,374,212 60,371,438 31,269,655 1,101,799 30,167,856
Marketable securities 15,000,000 81,892,161 49,238,776 49,238,776
Cash on hand 4,849,303 4,659,769 1,043,580 0 1,043,580
TOTAL (II) 34,223,515 146,923,368 81,552,011 1,101,799 80,450,212
Prepaid expenses 33,764 24,726 27,927 27,927
Currency translation adjustments on assets 0 0 0 0
TOTAL (III) 33,764 24,726 27,927 27,927
TOTAL ASSETS (I)+(II)+(III) 696,843,354 763,554,125 843,839,602 38,316,111 805,523,491
Commitments given:
Additional commitments 0 0 0
Commitments for new investments 515,843 515,843 515,843
Other commitments 258,894,274 638,967,320 567,210,233
Financial statements
Statutory financial statements
3
ALTAMIR 2020 Universal Registration Document140
3.3.2 BALANCE SHEET - LIABILITIES AND SHAREHOLDERS’ EQUITY
AS OF 31 DECEMBER 2020
(in euros) 31/12/2018 31/12/2019 31/12/2020
Shareholders’ equity
Share capital 219,259,626 219,259,626 219,259,626
Share premiums 107,760,744 107,760,744 107,760,744
Reserves 238,023,476 225,155,772 346,280,754
Retained earnings 91,324 19,309 38,838
Net income for the period 11,139,091 155,826,503 62,244,603
TOTAL (I) 576,274,260 708,021,954 735,584,565
Provisions for risks and contingencies 15,366,790 43,304,883 0
TOTAL (II) 15,366,790 43,304,883 0
Liabilities
Other financial liabilities 33,422,027 7,474,583 8,089,725
Liabilities on non-current assets 0 0 0
Trade payables and related accounts 1,760,268 501,767 1,777,172
Tax and social security liabilities 0 0 0
Other liabilities 70,020,010 4,250,939 60,072,029
TOTAL (III) 105,202,304 12,227,288 69,938,926
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (I)+(II)+(III) 696,843,354 763,554,125 805,523,491
Financial statements
Statutory financial statements
3
ALTAMIR 2020 Universal Registration Document 141
3.3.3 INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2020
(in euros) 31/12/2018 31/12/2019 31/12/2020
1. REVENUE TRANSACTIONS
Commissions and brokerage fees
Financial income
Income from cash investments 217,157 258,661 211,353
Net income from the sale of marketable securities 0 0 0
Other financial income 0 0 0
Reversals of provisions 0 0 0
Other income 0 301 11
Transfers of expenses 0 0 0
Operating expenses
Purchases and other external expenses 9,708,894 9,079,948 10,556,595
Wages and payroll expenses 0 0 0
Taxes, fees and similar payments 161 140 245
Depreciation, amortisation and provisions 0 0 0
Financial expenses
Interest and similar expenses 788,586 170,567 339,507
Net expenses from sales of marketable securities 0 0 639,718
Provisions for impairment 0 0 0
Other financial expenses 0 0 0
Other expenses 288,000 288,000 274,000
INCOME FROM REVENUE TRANSACTIONS (BEFORE CORPORATE TAX) -10,568,484 -9,279,695 -11,598,701
2. CAPITAL TRANSACTIONS
Income
Capital gains on sales of equity investments 41,471,603 226,423,610 73,124,189
Reversals of provisions 19,053,941 15,136,414 55,996,730
Other income 8,590,768 8,420,307 3,518,419
Expenses
Losses on sales of portfolio investments 20,041,750 28,513,530 5,469,871
Provisions for impairment 24,102,534 35,595,270 7,389,947
Other expenses 3,200,677 20,891,853 46,090,054
INCOME FROM CAPITAL TRANSACTIONS 21,771,352 164,979,678 73,689,466
Extraordinary income 84,777 131,139 169,578
Extraordinary expenses 148,554 4,618 15,740
Corporation tax
TOTAL NET INCOME 11,139,091 155,826,503 62,244,603
Financial statements
Statutory financial statements
3
ALTAMIR 2020 Universal Registration Document142
3.3.4 NOTES TO THE STATUTORY FINANCIAL STATEMENTS AS OF 31 DECEMBER 2020
CONTENTS
NOTE 1 Activity and significant events 142
during the year
NOTE 2 Accounting rules and methods 144
NOTE 3 Notes relating to certain income 151
statement items
NOTE 4 Other information 153
NOTE 1 Activity and significant events during the year
Altamir is a French partnership limited by shares (société en commandite par actions) governed by Articles L.226.1 to L.226.14
and Articles L.22-10-74 to L.22-10-78 of the French Commercial Code. Its principal activity is the acquisition of equity interests
in other companies. The Company opted to become a société de capital risque (special tax status for certain private equity
and other investment companies) as of financial year 1996.
Since 2011, Altamir has primarily invested through funds managed by the management companies Apax Partners SAS and
Apax Partners LLP. On certain occasions, it co-invests directly with these funds. The Company may also make direct follow-on
investments in its historical portfolio.
The coronavirus epidemic, which was still underway when this document was being finalised, may have an impact on the
economy and may therefore aect the performance of portfolio companies. The Management Company has taken this into
account in calculating valuations as of end-December 2020 and in setting objectives for 2021.
1.1 Activity in 2020
1.1.1 Investments and divestments
The Company invested €108.5m. The volume of divestments and revenue amounted to €142.4m during the year.
Companies/Funds Amounts invested Divestments
THOM Group 15,784,135
European Jewellers I SA 15,784,135
Apax France VIII-B 6,887,068 77,794,433
Apax France IX-A 1,452,637
Apax France X-B 8,540,313
Apax France IX-B 34,148,225
Apax VIII LP 1,794,835 33,512,522
Apax IX LP 8,225,661 5,635,673
Apax X LP 2,160,000
Aho20 4,804,942
Monceau France VII 262,511
Apax Development Fund 2,715,000
Apax Digital 1,252,827 84,877
Apia Vista 380,059
Apia BIM 5,066,667
Apia Odigo 10,046,529
Astra 10,040,000
SUBTOTAL 108,493,958 137,879,094
Listed securities
Altrafin Participations (Altran) 4,471,786
SOUS-TOTAL 0 4,471,786
TOTAL 108,493,958 142,350,880
Financial statements
Statutory financial statements
3
ALTAMIR 2020 Universal Registration Document 143
Impact of divestments on net income/loss
Sociétés en global Sale price Gain Loss
Provision
reversals
Impact on
net income/loss
Unlisted securities
Full sale 83,813,150 65,497,400 3,824,367 61,673,033
Partial sale 21,754,399 0 204,593 -204,593
Listed securities
Full sale 12,613,408 0 1,427,403 -1,427,403
Partial sale 12,870,412 7,626,789 13,507 7,613,282
TOTAL 131,051,369 73,124,189 5,469,871 0 67,654,318
1.1.2 Other events
Altamir and the companies in which it invests have had to
adapt to the eects of the Covid-19 pandemic. They have
done everything in their power to ensure the safety of
employees and to keep their operations running smoothly.
The crisis did not have the same impact on the financial
statements of every portfolio company in 2020. Some
companies have had to update their business forecasts and/or
adapt their cost structure. In addition, they have been
particularly vigilant about their level of liquidity and in some
cases, they have solicited aid from the various programmes
in place.
All of these factors were taken into account in end-of-year
valuations. Each management company was careful to
evaluate whether it made sense to adjust valuation methods
in order to reflect the value of portfolio companies as
faithfully as possible. In the vast majority of cases, methods
were left unchanged. Only in very specific circumstances,
such as a company with a very seasonal business, were
adjustments made. Lastly, certain acquisitions or asset sales
were postponed.
To facilitate the management of its investments, the Company
has brought some co-investments into a private equity fund
(FPCI, Fonds Professionnel de Capital Investissement) called
Astra. On this occasion, the Company also contributed shares
of the IVO Fixed Income fund.
1.2 Key events since 31 December 2020
On 26 February 2021, Altamir sold its share in the capital of
THOM Group (which had been held directly and via the Aho20
fund) for €104m, and reinvested €100m in partnership with
the management team and new shareholders, to acquire all of
the capital of the controlling holding company, and became
the principal shareholder.
Apax Partners SAS has signed an agreement to sell part of
its holding in Expereo; it will remain a minority shareholder
alongside the new shareholder, Vitruvian Partners, and the
management team.
Apax Partners SAS has also announced the full sale of
Sandaya (an outdoor accommodation leader) to a fund
managed by InfraVia.
Apax Partners LLP has announced the acquisition, via the
Apax X LP fund, of PIB Group, a leading insurance broker,
and Herjavec Group a specialist in cyber security solutions.
In addition, following Apax Partners LLP’s sale of its
investment in Idealista (held via the Apax VIII LP fund) and
Idealista’s acquisition of casa.it, the Apax X LP fund took a
minority stake in the company alongside its new shareholders.
Apax Partners LLP also announced that InnovAge had been
listed on the Nasdaq stock exchange.
Lastly, Apax Digital announced the sale of one of its
investments, and Apax Development announced the
acquisition of a new company.
1.3 Distribution of dividends
The dividend paid to the limited shareholders in 2020 for
financial year 2019 was €0.66 per ordinary share outstanding
(excluding treasury shares), for a total of €24,098,119.
Statutory dividends of €1,060,340 and €9,543,061 were
allocated but not paid to the general partner and to holders of
Class B shares, respectively, in respect of financial year 2019.
The total sum distributed for financial year 2019 therefore
amounted to €34,701,520.
Financial statements
Statutory financial statements
3
ALTAMIR 2020 Universal Registration Document144
1.4 Changes in shareholders’ equity
(in thousands of euros)
Share
capital
Share
premiums Reserves
Retained
earnings
Net income
for the year Total
Shareholders’ equity as of 31/12/2019 219,260 107,761 225,155 19 155,827 708,022
2020 net income/loss 62,245 62,245
Distribution of dividends -34,702 -34,702
Allocation of 2019 net income/loss 121,125 -121,125 0
Allocation of 2019 net income/loss - treasury shares 20 20
SHAREHOLDERS’ EQUITY AS OF 31/12/2020 219,260 107,761 346,280 39 62,245 735,585
31/12/2018 31/12/2019 31/12/2020
Number of ordinary shares 36,512,301 36,512,301 36,512,301*
Par value of ordinary shares 6 6 6
Amount in euros 219,073,806 219,073,806 219,073,806
Number of Class B preferred shares 18,582 18,582 18,582**
Par value of Class B preferred shares 10 10 10
Amount in euros 185,820 185,820 185,820
TOTAL 219,259,626 219,259,626 219,259,626
* Including 29,200 held in treasury by Altamir as of 31 December 2020.
** Including 12,164 held in treasury by Altamir as of 31 December 2020.
NOTE 2 Accounting rules and methods
The statutory financial statements are presented in
compliance with the legal and regulatory provisions currently
in force in France and recommended in the French chart of
accounts, in accordance with the French national accounting
standards body (ANC) Regulation N° 2014-03 of 5 June 2014,
as amended by Regulation 2016-07 of 4 November 2016,
Regulation 2017-03 of 3 November 2017, Regulation 2018-07
of 10 December 2018 and Regulation 2020-05 of 24 July2020.
2.1 Non-current financial assets (portfolio
investments held as non-current assets,
equity investments and receivables
related to equity investments)
2.1.1 Portfolio investments held as non-current assets
Portfolio investments held as non-current assets are the
investments held in the Apax France VIII-B, Apax France IX-A,
Apax France IX-B, Apax France X-B, Apax VIII LP, Apax IX LP,
Apax X LP, Astra, Aho20, Monceau France VII, Apia Odigo, Apax
Digital and Apax Development funds and in the non-trading
partnership Etoile II.
2.1.2 Accounting method for tracking and recognising
impairment on equity investments
According to the accounting regulations for commercial
companies, equity investments, portfolio investments held
as non-current assets, and receivables related to equity
investments are recognised at their acquisition cost. They may
give rise to impairment, but not to revaluation. The manager
conducts a review of the listed and unlisted securities at the
end of each half-yearly and annual accounting period. If the
end-of-period value of a portfolio investment or of an equity
investment or its related receivable is lower than its acquisition
cost, a provision for impairment is created for the dierence
in value. The end-of-period value for portfolio investments
held as non-current assets corresponds to the end-of-period
value; for equity investments and related receivables, that
value is the value in use.
As of 31 December 2020, the impairments recognised for the
Apax France X-B and Apax Development funds, calculated on
the basis of their net asset value at that date, amounted to
€2.2m and €0.2m, respectively, i.e. a total of €2.4m.
Financial statements
Statutory financial statements
3
ALTAMIR 2020 Universal Registration Document 145
No provision for impairment of equity investments and related
receivables was recognised as of 31 December 2020.
Exits are calculated on a "first-in, first-out" basis.
Receivables in foreign currencies on foreign companies are
valued at the exchange rate on the balance sheet date. A
provision for risks and contingencies is recognised in the
event of any decline in the currency in question with respect
to the euro. This rule is applied to both the book value and
the estimated value.
2.1.3 Calculation method for end-of-period value
of equity investments
Category 1 shares
Companies whose shares are traded on an active market
(“listed”).
The shares of listed companies are valued at the last stock
market price of the period.
Category 2 shares
Companies whose shares are not traded on an active market
("unlisted"), but which are valued on the basis of directly or
indirectly observable data. Observable data are prepared
using market data, such as information published on actual
events or transactions, and reflect assumptions that market
participants would use to determine the price of an asset or
liability.
An adjustment to level 2 data that has a significant impact on
fair value may cause a reclassification to level 3 if it makes use
of unobservable data.
Category 3 shares
Companies whose shares are not traded on an active market
("unlisted"), and are valued based on unobservable data.
2.1.4 Calculation method for end-of-period value
of portfolio investments
The end-of-period value of each portfolio investment
corresponds to the capital contributed less any provisions
recognised on the fund.
2.2 Other receivables
This account corresponds to interest accrued on equity
investments.
The Company has determined that accrued interest is
generally included in the acquisition price paid by third
parties and is not paid by the debtor company. Accordingly,
it is included in the valuation of the companies. For this
reason, it is initially recognised as accrued income, then fully
written down.
2.3 Other non-current financial assets
The Company has given a mandate to Oddo BHF to trade
shares on its behalf on the Paris market (Eurolist B by Euronext)
in order to ensure secondary market activity and liquidity in
Altamir shares. As of 31 December 2020, the non-current
financial assets account included 29,200 shares with a value of
€495.9k and €379.7k in cash and cash equivalents.
No provision was recognised as of 31 December 2020.
The account also included 12,164 Class B shares repurchased
by Altamir in 2015 for €121.6k (par value of €10 per share).
As of 31 December 2019, other non-current financial assets
also included units in the Apax France VII fund (renamed
Aho20) acquired as part of the offer to all of the fund’s
unitholders to repurchase their units at their net asset value
as of 30 June 2019. These other non-current financial assets
were reclassified in 2020 as part of the investment portfolio.
Financial statements
Statutory financial statements
3
ALTAMIR 2020 Universal Registration Document146
2.4 Equity investments and portfolio investments held as non-current assets
Financial year 2020
Amount at start of year Amount as of 31 December 2020
Gross book
value
Net book
value
Estimated
value
Gross book
value
Net book
value
Estimated
value
Fractions of the portfolio valued:
• at cost 0 0 0 0 0 0
• below cost
• based on market price 0 0 0 0 0 0
• based on net book value
• based on re-estimated net book value
(Funds: A units and units in non-trading
partnerships)
479,432 478,429 859,886 624,327 621,881 1,122,765
(Funds: E and B units) 13 13 0 34,844 34,844 35,679
• based on a yield or profitability measure 54,439 54,439 108,171 55,875 55,875 96,736
• by other methods 0 0 0 0 0 0
Total Equity investments 479,446 478,442 859,886 659,171 656,725 1,158,444
Total Portfolio investments
held as non-current assets
54,439 54,439 108,171 55,875 55,875 96,736
TOTAL 533,885 532,881 968,058 715,046 712,601 1,255,179
Total related receivables 12,300 12,300 12,385 11,448 11,448 11,498
PORTFOLIO TOTAL 546,186 545,182 980,443 726,494 724,048 1,266,678
Provisions 1,004 2,446
Unrealised, unrecognised gains 435,261* 542,630*
* Unrealised, unrecognised gains include gains on investments held in the Apax France VIII-B, Apax France IX-B, Apax France IX-A, Apax France X-B, Apax VIII LP,
Apax IX LP, Apax X LP, Astra, Apia Odigo, Apax Digital, Apax Development, Aho20, Monceau France VII funds and in the non-trading partnership Etoile II.
As these funds had drawn down on credit lines as of 31 December 2020, the amounts used to finance these investments were not fully paid by Altamir and,
accordingly, are not included in gross book value and net book value. These credit-line financed investments are, however, included in the end-of-period value figures.
Changes in value of the portfolio (net book value and estimated value)
Changes during the year
(in thousands of euros)
Portfolio value
Net book value End-of-period value
Amount at start of year 545,182 980,443
Acquisitions during the year* 185,487 224,057
Divestments during the year** -5,178 -156,628
Reversal of impairment on securities sold
Gains on sale of securities
• held at the start of the year
• acquired during the year 24,743
Change in provision for impairment of the portfolio -1,442
Other changes in unrealised gains
• on securities acquired during the year
• on securities acquired previously 194,063
Distribution by portfolio companies
CLOSING BALANCE 724,048 1,266,678
* The “Net book value” amount indicated for the line “Acquisitions during the year” represents acquisitions made by Altamir and the dierence between the capital
calls and distributions made by the funds through which Altamir invests. The “End-of-period value” amount corresponds to the total investments made by Altamir and
all of the funds through which Altamir invests. It includes the reclassification of the investment in Aho20.
** The amounts indicated in the line "Divestments during the year" represent, for the column "Net book value", the net book value of the assets sold and, for the
column “End-of-period value", their sale price.
Financial statements
Statutory financial statements
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ALTAMIR 2020 Universal Registration Document 147
Analysis of change in provisions on equity investments and related receivables
In thousands of euros 31/12/2019 Allocations
Prov. revers.
on divestment
Other Prov.
revers. 31/12/2020
PROVISION 0 0 0 0 0
There were no allocations or reversals during the 2020 financial year.
Change in unrealised gains not recognised in the annual financial statements
In thousands of euros 31/12/2019 31/12/2020
ESTIMATED VALUE 435,261 542,630
2.5 Other receivables
Statement of changes in gross accrued interest
In thousands of euros 31/12/2019 Increases Reductions 31/12/2020
Interest accrued on receivables related to equity investments 42,614 4,043 11,889 34,769
Statement of changes in provisions on accrued interest
In thousands of euros 31/12/2019 Increases Reductions 31/12/2020
Provisions on interest accrued on receivables related to equity investments 42 614 4 043 11 889 34 769
The accrued interest on convertible bonds or equivalent
securities has been fully written down. The Company has
determined that accrued interest is included in the acquisition
price of third parties and not paid by the debtor company.
2.6 Sundry receivables
A receivable due from portfolio funds corresponding to the
dierence between the amounts called by the funds and the
amounts invested in their portfolio, totalling €31.3m (gross).
As of 31 December 2020, a €1.1m receivable from Apax
Development was 100% written o, given the NAV of the fund
at that date.
2.7 Cash on hand
As of 31 December 2020, cash on hand totalled €1m.
Altamir has short-term credit lines totalling €55m that
expire at the end of 2021, of which €8m were drawn down
as of 31December 2020. It should be noted that, as an SCR,
Altamir's debt may not exceed 10% of its net asset value, i.e.
€73.6m as of 31 December 2020.
The Company negotiated with the Neuflize OBC bank an
additional €5m in January 2021, bringing its lines of credit
to €60m.
2.8 Short-term investment securities
2.8.1 Gross values
Short-term investment securities are valued at historical
cost. Capital gains on divestments are calculated based
on the dierence between the sale price and the weighted
average purchase price. The Company does not recognise any
unrealised capital gains in the statutory statements. However,
interest not yet due as of 31 December 2020 on certificates
of deposit, time deposits, negotiable debt securities, and
tax-ecient capitalisation funds is recognised in accrued
interest receivable.
Other current financial assets related to a Generali tax-ecient
capitalisation fund of €10k. As of 31 December 2020, the
unrealised gain recognised on these investment securities
was €0.1k.
Investment securities also included the IVO Fixed Income
shares (€49.2m).
No impairment of short-term investment securities was
recognised at the balance sheet date.
Financial statements
Statutory financial statements
3
ALTAMIR 2020 Universal Registration Document148
Inventory of investment securities
Quantity
Unit price
(in euros)
Book value
(in thousands of euros)
Market value
as of 31/12/2020
(in thousands of euros)
Other marketable securities
IVO Fixed Income 486,979 49,229 50,884
Generali 1 10 11
2.8.2 Provisions for impairment of short-term investment securities
No provision was recognised as of 31 December 2020.
2.9 Prepaid expenses
(in thousands of euros) 31/12/2019 31/12/2020
Prepaid expenses 25 28
These consisted primarily of advertising and insurance expenses and commissions.
2.10 Provisions for risks and contingencies
As of 31 December 2020, provision for risks and contingencies related to potential carried interest on the Apax France VIII-B
and Apax VIII LP funds was fully reversed, as the carried interest had been paid out.
2.11 Other financial liabilities
(in thousands of euros) 31/12/2019 31/12/2020
Other financial liabilities 7,475 8,090
TOTAL 7,475 8,090
These consisted primarily of the €8m drawn on the Neuflize OBC line of credit.
2.12 Trade payables and related accounts, tax and social security liabilities and other liabilities
(in thousands of euros) 31/12/2019 31/12/2020
Trade payables 502 1 777
Tax and social security liabilities 0 0
Other liabilities 4,251 60,072
TOTAL 4,753 61,849
Trade payables (€1.8m) primarily represented invoices yet to be received for fees to be paid to the Management Company,
lawyers and statutory auditors and fees for services rendered.
Other liabilities included €45.4m representing the most recent investments made by the Apax funds for which capital calls
have not yet been made.
This item also included dividends on 2019 earnings not paid to the general partner or to Class B shareholders totalling €10.6m,
as well as €4m committed to Apax France X-B and corresponding to capital call no. 1, which had not been completely paid in.
All of these liabilities are due in less than one year.
Financial statements
Statutory financial statements
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ALTAMIR 2020 Universal Registration Document 149
2.13 Statement of maturities of receivables and liabilities at year end
Receivables (a)
(in euros)
Liquidity of assets
Liabilities (b)
(in euros)
Due dates of liabilities
Due Due
Gross
amount
in less than
one year
in more
than one
year
Gross
amount
in less than
one year
in more
than one
year
in more
than five
years
Non-current
receivables:
Convertible bonds
(1)
Receivables related
to investments
46,216,128 0 46,216,128 Other bonds
(1)
Loans
(1)
Borrowings
(1)
and
debts with credit
institutions, of which:
Other non-current
financial assets
379,683 379,683 0 • up to one year at
outset
89,725 89,725
Current receivables: • more than one year
at outset
8,000,000 8,000,000
Trade receivables and
related accounts
Other borrowings
and financial debt
(1) (2)
Tax and social
security receivables
Trade payables and
related accounts
1,777,172 1,777,172
Group and partners Tax and social
security liabilities
Sundry receivables 31,269,655 31,269,655 0 Liabilities on non-
current assets and
related accounts
Subscribed capital -
called, unpaid
Group and partners 14,643,743 14,643,743
Prepaid expenses 27,927 27,927 0 Other liabilities 45,428,286 45,428,286
Deferred income
TOTAL 77,893,393 31,677,265 46,216,128 TOTAL 69,938,926 61,938,926 8,000,000
(1) Loans granted
during the year
(1) Borrowings taken out
during the year
19,000,000
Loans recovered
during the year
Borrowings repaid
during the year
11,000,000
(2) Of which to partners
(indicate the item
concerned)
(a) Excluding advances and deposits paid on contracts in progress.
(b) Excluding advances and deposits received on contracts in progress.
2.14 Continuity of operations
Continuity of operations is based on key assumptions including the availability of sucient cash flow until 31 December 2021. The
Company has credit lines totalling €55m (€60m since end-January 2021), of which €8m were drawn as of 31 December2020.
It also has cash equivalents of €72.8m and €16.4m of other financial assets that it considers as cash.
Financial statements
Statutory financial statements
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ALTAMIR 2020 Universal Registration Document150
2.15 O-balance-sheet commitments
Summary of commitments
Total
31/12/2019
Total
31/12/2020
Payments due by period
Contractual obligations
Less than
one year
One to
five years
More than
five years
Lease-financing obligations
Operating leases
Irrevocable purchase commitments
(investment commitments)
Other long-term obligations
(liability guarantees and other)
639,483,163 567,726,076 136,021,383 431,704,693 0
TOTAL 639,483,163 567,726,076 136,021,383 431,704,693 0
The above presentation shows all o-balance-sheet commitments according to accounting standards currently in force.
The table below details the irrevocable purchase commitments included in the above table.
Irrevocable purchase commitments (investment commitments)
Tracking of investment commitments
Company
Commitments
as of 31/12/2019
Investments
during the year
Cancellation of
commitments
as of 31/12/2020
New
commitments
as of 31/12/2020
Commitments
as of 31/12/2020
Listed shares 0 0 0 0 0
Investment commitment
in Turing Equity Co LP
515,843 515,843
Unlisted shares 515,843 0 0 0 515,843
TOTAL 515,843 0 0 0 515,843
Other o-balance-sheet commitments
A commitment was made to certain managers of THOM Group,
Snacks Développement, Entoria, InfoVista, Destiny, AEB and
Odigo to repurchase their shares and bonds in the event of
their departure. These commitments were not material as of
31 December 2020.
The Apax France IX-B fund gave a security deposit to Banque
Transatlantique as part of its investment in Sandaya for the
funding of future acquisitions.
As part of the sale of Melita, the buyer granted an earn-out of a
maximum of €30m based on Melita’s fixed, high-speed internet
services in Italy until the buyer’s exit. Altamir’s 25% share in this
earn-out has been estimated at €2.1m as of 31 December 2020.
Other accrued income
None.
Pledged securities
l Securities pledged to Banque Transatlantique:
As of 31 December 2020, 25,000,000 A units in the Apax
France IX-B fund were pledged against a credit line of €15m,
undrawn as of 31 December 2020.
The pledged securities cover 150% of the amounts granted
based on the valuation of the Apax France IX-B fund units
as of 30 June 2020.
l Securities pledged to Neuflize OBC:
As of 31 December 2020, 14,864,731 A units in the Apax
France IX-B fund were pledged against a credit line of
€10m, of which €8m was drawn as of 31 December 2020.
The pledged securities cover 150% of the amounts granted
based on the valuation of the Apax France IX-B fund units
as of 30 June 2020.
l Securities pledged to Natixis Wealth Management:
As of 31 December 2020, 61,440,275 A units in the Apax
France IX-B fund were pledged against a credit line of €30m,
undrawn as of 31 December 2020.
The pledged securities cover 215% of the amounts granted
based on the valuation of the Apax France IX-B fund units
as of 30 June 2020.
l Securities pledged to Arkea Banque Entreprises et
Institutionnels:
As of 31 December 2020, the shares of the Astra fund as
well as the shares of IVO Fixed Income, the shares of Apia
Vista, Apia Ciprès, APIA BIM and Phenix held by Astra
were pledged in favor of Arkea Banque Entreprises et
Institutionnels.
Financial statements
Statutory financial statements
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ALTAMIR 2020 Universal Registration Document 151
NOTE 3 Notes relating to certain income statement items
3.1 Revenue operations
3.1.1 Financial income
(in thousands of euros) 2018 2019 2020
Income from cash investments 217 259 211
Net income from the sale of marketable securities 0 0 0
Other financial income 0 0 0
Reversals of provisions 0 0 0
TOTAL 217 259 211
Income from cash investments comprised accrued interest on the tax-ecient capitalisation funds and time deposits.
3.1.2 Financial expenses
(in thousands of euros) 2018 2019 2020
Interest and similar expenses 789 171 340
Net expenses from the sale of marketable securities 0 0 640
Provisions 0 0 0
TOTAL 789 171 979
Interest amounts primarily corresponded to interest paid on credit lines drawn down during the year.
Net expenses from the sale of marketable securities corresponded to the capital loss realised on the transfer of IVO Fixed
Income shares.
3.1.3 Other purchases and external expenses
(in thousands of euros) 2018 2019 2020
Altamir Gérance remuneration (1) 306 298 275
Amboise Partners SA fees (2) 5,816 5,659 6,927
VAT on (1) and (2) 1,224 1,191 1,440
Other expenses 2,363 1,932 1,914
TOTAL 9,709 9,080 10,557
The Management Company’s remuneration (€0.3m excl. tax)
and the fees received by Amboise Partners SA (€6.9m excl.
tax), totalling €8.6m incl. tax, were calculated pursuant to
Article 17.1 of the Company's Articles of Association. This
amount is higher than in the previous year, due to a decrease
in the deductions made by the funds (particularly the Apax
France VIII-B and Apax VIII LP funds), reflecting a lower
amount invested in 2020 than in 2019.
The other fees and expenses of €1.9m (including VAT)
included:
l €0.8m (including VAT) for accounting, financial, and
investor relations services provided to the Company by
Altamir Gérance in accordance with a services agreement
dated 9 July 2013;
l fees of €0.3m relating to overdraft lines (structuring costs
and non-use fees);
l external consulting and statutory audit fees of €0.6m.
3.1.4 Depreciation, amortisation and provisions
None.
Financial statements
Statutory financial statements
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ALTAMIR 2020 Universal Registration Document152
3.2 Capital transactions
3.2.1 Income
(in thousands of euros) 2019 2020
Capital gains on sale of equity investments/portfolio investments 226,424 73,124
Reversals of provisions 15,136 55,997
Other income 8,420 3,518
TOTAL 249,980 132,639
Reversal of provisions included €44.1m to reverse the provision for risks and contingencies related to potential carried interest
on the Apax France VIII-B and Apax VIII LP funds. Since the carried interest was paid to the unitholders, the provision was fully
reversed.
3.2.2 Expenses
(in thousands of euros) 2019 2020
Losses on sale of equity investments/portfolio investments 28,514 5,470
Provisions for carried interest 27,938 0
Provisions for impairment 7,657 7,390
Other expenses 20,892 46,090
TOTAL 85,001 58,950
Other expenses included €7.3m representing the share of management fees relating to disposals of investments made through
the funds. In addition, this item included €38.8m in carried interest that was paid to unitholders in the Apax France VIII-B and
Apax VIII LP funds.
3.2.3 Corporation tax
The Company opted for the status of SCR (société de capital risque) as of financial year ended 31 December 1996. This status
requires compliance with certain criteria, in particular the limitation of debt to 10% of shareholders’ equity and the eligibility of
securities held. The legislation on SCRs applicable as of 2001 exempts all income from corporation tax.
The Company does not recover VAT. Non-deductible VAT is therefore recognised as an expense in the income statement.
3.2.4 Extraordinary expenses
(in thousands of euros) 2019 2020
EXTRAORDINARY EXPENSES 5 16
3.2.5 Extraordinary income
(in thousands of euros) 2019 2020
EXTRAORDINARY INCOME 131 170
Financial statements
Statutory financial statements
3
ALTAMIR 2020 Universal Registration Document 153
NOTE 4 Other information
4.1 Employees
The Company has no employees, and no stock option plan
in place.
4.2 Rights of the general partner
and Class B shareholders
The Company generated net income of €62,244,603 in 2020.
The Company had positive retained earnings of €38,838,
corresponding to the undistributed income on treasury shares
for financial year 2019.
The general partner and the Class B shareholders have the
right to receive a portion of distributable earnings, calculated
in accordance with the method presented in paragraph 25 of
the Company’s Articles of Association, specifically an amount
of €2,104,037 for financial year 2020.
Financial statements
Statutory financial statements
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ALTAMIR 2020 Universal Registration Document154
3.4 STATUTORY AUDITORS’ REPORT ON
THE FINANCIAL STATEMENTS
AFR
To the Annual General Meeting of Altamir,
OPINION
In compliance with the engagement entrusted to us by your
annual general meeting, we have audited the accompanying
financial statements of Altamir for the year ended
31December 2020.
In our opinion, the financial statements give a true and fair
view of the assets and liabilities and of the financial position
of the Company as at 31 December 2020 and of the results
of its operations for the year then ended in accordance with
French accounting principles.
The audit opinion expressed above is consistent with our
report to the Audit Committee.
BASIS FOR OPINION
Audit Framework
We conducted our audit in accordance with professional
standards applicable in France. We believe that the audit
evidence we have obtained is sucient and appropriate to
provide a basis for our opinion.
Our responsibilities under those standards are further
described in the Statutory Auditors’ Responsibilities for the
Audit of the Financial Statements section of our report.
Independence
We conducted our audit engagement in compliance with
independence requirements of the French Commercial Code
(Code de commerce) and the French Code of Ethics (Code
de déontologie) for statutory auditors for the period from
1January 2020 to the date of our report and specifically we
did not provide any prohibited non-audit services referred to
in Article 5(1) of Regulation (EU) No 537/2014.
JUSTIFICATION OF ASSESSMENTS –
KEY AUDIT MATTERS
Due to the global crisis related to the Covid-19 pandemic,
the financial statements of this period have been prepared
and audited under specific conditions. Indeed, this crisis and
the exceptional measures taken in the context of the state
of sanitary emergency have had numerous consequences
for companies, particularly on their operations and their
financing, and have led to greater uncertainties on their future
prospects. Those measures, such as travel restrictions and
remote working, have also had an impact on the companies'
internal organization and the performance of the audits.
It is in this complex and evolving context that, in accordance
with the requirements of Articles L.823-9 and R.823-7 of the
French Commercial Code (Code de commerce) relating to
the justification of our assessments, we inform you of the key
audit matters relating to risks of material misstatement that,
in our professional judgment, were of most significance in our
audit of the financial statements of the current period, as well
as how we addressed those risks.
These matters were addressed in the context of our audit of
the financial statements as a whole and in forming our opinion
thereon, and we do not provide a separate opinion on specific
items of the financial statements.
Financial statements
Statutory Auditors' report on the financial statements
3
ALTAMIR 2020 Universal Registration Document 155
Valuation of portfolio investments held as non-current assets, equity investments
and receivables related to equity investments
Risk identified Our response
As at 31 December 2020, long-term investments in the portfolio
activity, equity investments and receivables related to equity
investments amounted respectively in net value to €1,158m, €96.7m
and €11,5m These are accounted at their acquisition value as
indicated in Note 2.1 to the financial statements. They may give rise
to a depreciation but cannot be revalued.
When inventory value of the security of the portfolio activity,
equity security or related receivable is lower than its acquisition
value, a provision for depreciation is recorded for the amount of
the dierence. As indicated in Note 2.1 to the financial statements,
the inventory value of these securities is based on dierent
valuation methods and requires management judgment.
Given their significant importance in the Company's financial
statements, the complexity of the models used, their sensitivity to
data variations, the assumptions on which the estimates are based
and the judgment required to assess their net asset value, We
consider that the valuation of these assets as key audit matters as
of 31 December 2020.
In addition, the Covid-19 health crisis had heterogeneous impacts
on the financial statements of portfolio investments for the year
2020, and these impacts were taken into account, when applicable,
in the assumptions used for the valuation of assets at year end.
We obtained an understanding of the procedures implemented
by the Manager for the determination of the inventory value
of the long-term investments in the portfolio activity, equity in
investments and of the receivables related to equity investments
(hereinafter investment portfolio).
As part of our audit of the financial statements, and with valuation
experts integrated into the audit team, our work consisted in:
• Examining the specific contractual documentation to each
investment.
• Assessing the valuation method used for the main lines of the
investment portfolio, integrating management's assumptions
taking into account the context of the Covid- 19 pandemic.
• Reconcile, based on the information provided to us, the data and
quantified assumptions underlying the estimation of these values
with the market and/or macroeconomic data available at the
closing date.
• Testing the arithmetic accuracy of the inventory value
calculations used by the Company.
We have also analyzed the appropriateness of the information
presented in Note 2.1 to the financial statements.
Compliance with the venture capital company status
Risk identified Our response
Your Company has opted for the venture capital company system
which gives it a specific legal and fiscal framework, adapted to
its corporate purpose which is the management of a securities
portfolio. The venture capital company status is only granted to
companies that fully meet certain cumulative regulatory conditions.
Given the very restrictive conditions of the venture capital
company status (in particular the limitation of indebtedness
and the eligibility of investments, as set out in Note 3.2.3 to the
financial statements), which could, in case of non-compliance,
remove the tax exemption enjoyed by the Company, we
considered compliance with the regulatory conditions of the
venture capital company status regime as a key audit matter as of
31December2020.
Based on interviews with Management, we acknowledged the
procedures set up by the Manager to identify the regulatory
changes relating to the venture capital company status and to
monitor the Company’s correct compliance with the conditions.
As part of our audit of the financial statements, our work consisted
in assessing compliance with the criteria for eligibility for the
venture capital company status, by including our tax experts.
SPECIFIC VERIFICATIONS
We have also performed, in accordance with professional
standards applicable in France, the specific verifications
required by laws and regulations.
Information given in the management report
and in the other documents with respect to the
financial position and the financial statements
provided to the shareholders
We have no matters to report as to the fair presentation
and the consistency with the financial statements of the
information given in the management report of the Manager
and in the other documents with respect to the financial
position and the financial statements provided to the
shareholders.
We attest the fair presentation and the consistency with the
financial statements of the information relating to payment
deadlines mentioned in Article D. 441-6 of the French
Commercial Code (Code de commerce).
Report on Corporate Governance
We attest that the Supervisory Board’s Report on Corporate
Governance sets out the information required by Articles
L.225-37-4, L.22-10-10 and L.22-10-9 of the French Commercial
Code (Code de commerce).
Concerning the information given in accordance with the
requirements of Article L.22-10-9 of the French Commercial
Code (Code de commerce) relating to remunerations and
benefits received by, or allocated to the directors and any
Financial statements
Statutory Auditors' report on the financial statements
3
ALTAMIR 2020 Universal Registration Document156
other commitments made in their favor, we have verified
its consistency with the financial statements, or with the
underlying information used to prepare these financial
statements and, where applicable, with the information
obtained by your Company from companies controlled
thereby, included in the consolidation scope. Based on these
procedures, we attest the accuracy and fair presentation of
this information.
Other information
In accordance with French law, we have verified that the
required information concerning the purchase of investments
and controlling interests and the identity of the shareholders
and holders of the voting rights has been properly disclosed
in the management report.
REPORT ON OTHER LEGAL AND
REGULATORY REQUIREMENTS
Format of presentation of the financial
statements intended to be included in
the annual financial report
In accordance with Article 222-3, III of the AMF General
Regulation, the Company’s management informed us of
its decision to postpone the presentation of the financial
statements in compliance with the European single electronic
format as defined in the European Delegated Regulation
No 2019/815 of 17 December 2018 to years beginning on
or after 1 January 2021. Therefore, this report does not
include a conclusion on the compliance with this format of
the presentation of the financial statements intended to be
included in the annual financial report mentioned in Article
L.451-1-2, I of the French Monetary and Financial Code (Code
monétaire et financier).
Appointment of the Statutory Auditors
ERNST & YOUNG et Autres was appointed as Statutory
Auditors of Altamir by the annual general meeting held on
22April 1999. RSM Paris replaced the resigning statutory
auditor during the 2013 financial year.
As at 31 December 2019, RSM Paris and ERNST & YOUNG et
Autres were in the eighth year and twenty second year of
total uninterrupted engagement respectively.
Prior to ERNST & YOUNG et Autres (formerly Barbier
Frinault et Autres), Barbier Frinault et Associés had been
Statutory Auditor since 1993, date on which the Company
was incorporated.
RESPONSIBILITIES OF MANAGEMENT
AND THOSE CHARGED WITH
GOVERNANCE FOR THE FINANCIAL
STATEMENTS
Management is responsible for the preparation and fair
presentation of the financial statements in accordance with
French accounting principles and for such internal control
as Management determines is necessary to enable the
preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, Management is
responsible for assessing the Company’s ability to continue
as a going concern, disclosing, as applicable, matters related
to going concern and using the going concern basis of
accounting unless it is expected to liquidate the Company or
to cease operations.
The Audit Committee is responsible for monitoring the
financial reporting process and the eectiveness of internal
control and risks management systems and where applicable,
its internal audit, regarding the accounting and financial
reporting procedures.
The financial statements were approved by the Manager.
STATUTORY AUDITORS’
RESPONSIBILITIES FOR THE AUDIT OF
THE FINANCIAL STATEMENTS
Objectives and audit approach
Our role is to issue a report on the financial statements. Our
objective is to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in
accordance with professional standards will always detect a
material misstatement when it exists.
Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions
of users taken on the basis of these financial statements.
As specified in Article L.823-10-1 of the French Commercial
Code (Code de commerce), our statutory audit does not
include assurance on the viability of the Company or the
quality of management of the aairs of the Company.
As part of an audit conducted in accordance with professional
standards applicable in France, the Statutory Auditor
exercises professional judgment throughout the audit and
furthermore:
l Identifies and assesses the risks of material misstatement
of the financial statements, whether due to fraud or error,
designs and performs audit procedures responsive to
those risks, and obtains audit evidence considered to be
sucient and appropriate to provide a basis for his opinion.
Financial statements
Statutory Auditors' report on the financial statements
3
ALTAMIR 2020 Universal Registration Document 157
The risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
l Obtains an understanding of internal control relevant
to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose
of expressing an opinion on the eectiveness of the internal
control.
l Evaluates the appropriateness of accounting policies
used and the reasonableness of accounting estimates and
related disclosures made by Management in the financial
statements.
l Assesses the appropriateness of Management’s use of the
going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant
doubt on the Company’s ability to continue as a going
concern. This assessment is based on the audit evidence
obtained up to the date of his audit report. However, future
events or conditions may cause the Company to cease
to continue as a going concern. If the Statutory Auditor
concludes that a material uncertainty exists, there is a
requirement to draw attention in the audit report to the
related disclosures in the financial statements or, if such
disclosures are not provided or inadequate, to modify the
opinion expressed therein.
l Evaluates the overall presentation of the financial
statements and assesses whether these statements
represent the underlying transactions and events in a
manner that achieves fair presentation.
Report to the Audit Committee
We submit to the Audit Committee a report which includes in
particular a description of the scope of the audit and the audit
program implemented, as well as the results of our audit. We
also report, if any, significant deficiencies in internal control
regarding the accounting and financial reporting procedures
that we have identified.
Our report to the Audit Committee includes the risks of
material misstatement that, in our professional judgment, were
of most significance in the audit of the financial statements
of the current period and which are therefore the key audit
matters that we are required to describe in this report.
We also provide the Audit Committee with the declaration
provided for in Article 6 of Regulation (EU) No 537/2014,
confirming our independence within the meaning of the
rules applicable in France such as they are set in particular by
Articles L.822-10 to L.822-14 of the French Commercial Code
(Code de commerce) and in the French Code of Ethics (Code
de déontologie) for statutory auditors. Where appropriate,
we discuss with the Audit Committee the risks that may
reasonably be thought to bear on our independence, and the
related safeguards.
Paris and Paris-La Défense, 2 April 2021
The Statutory Auditors
French original signed by
RSM Paris ERNST & YOUNG et Autres
Ratana Lyvong Henri-Pierre Navas Marie Le Treut
Financial statements
Statutory Auditors' report on the financial statements
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ALTAMIR 2020 Universal Registration Document158
3.5 LIST OF SUBSIDIARIES AND EQUITY INVESTMENTS
(in euros)
Capital
and
premiums
Reserves
and retained
earnings
before
allocation
of income
Share of
capital
(%)
Book value
of securities held Outstanding
loans and
advances
granted
by the
Company
Amount of
deposits
and
guarantees
given
by the
Company
Revenues
net of tax
for latest
financial
year*
Earnings
for latest
financial
year*
Dividends
received
by the
Company
over the
year Notes
Subsidiaries
and equity
investments* Gross Net
A - SECURITIES WHOSE GROSS VALUE EXCEEDS 1% OF THE CAPITAL OF ALTAMIR
1. Subsidiaries (>50% owned)
None
2. Subsidiaries (10-50% owned)
THOM Group
(European
Jewellers I SA)
41 av. de la Gare
L-1611 Luxembourg
N° Siren: NA
338,026,970 -22,721,014 11.40% 38,535,950 38,535,950 194,944 0 0 -27,885,482 0 30/09/20*
B - OTHER ENTITIES MORE THAN 5% HELD OR REPRESENTING MORE THAN 5% OF THE SHARE CAPITAL OF ALTAMIR
1. Subsidiaries (>50% owned)
None
2. Subsidiaries (10-50% owned)
Aelou (Lion/
Seneca Lux TopCo)
7 rue Lou-Hemmer
L-1748 Luxembourg
N° Siren: NA
119,290,948 -124,532,707 6.95% 8,365,655 8,365,655 11,252,610 0 0 -145,977,274 0 31/07/20*
Altran (Altrafin
Participations)
1 rue Paul Cézanne
75008 Paris
N° Siren:
503 722 449
19,381 -152,191,301 100.00% 100 100 0 0 0 154,024,936 0 31/12/19*
C - ALL OTHER EQUITY INVESTMENTS 8,973,595 8,973,595 0 0
GRAND TOTAL (€) 55,875,301 55,875,301 11,447,554 0
* The first company named is the operational company, while the second is the holding company in which Altamir has invested. The figures given are those of the
holding company.
N/A = Not available
Financial statements
List of subsidiaries and equity investments
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ALTAMIR 2020 Universal Registration Document 159
Information about the
Company and its capital
4.1 Share capital 160
4.1.1 Amount of share capital 160
4.1.2 Changes in the share
capital of Altamir 161
4.1.3 Potential capital 162
4.1.4 Purchase by the Company
of its own shares
AFR
162
4.1.5 Dividends 164
4.2 Principal shareholders 165
4.2.1 Distribution of share
capital and voting rights
for the past three years
based on thresholds crossed 165
4.2.2 Class B shares 166
4.2.3 Threshold disclosures 167
4.2.4 Securities held by
corporate ocers
and executives 167
4.2.5 Shareholders’ agreement
and commitments to hold
securities 168
4.2.6 Control of the issuer 168
4.3 Legal and tax framework
of an SCR 169
4.3.1 Legal and tax framework 169
4.3.2 Tax rules/treatment 170
4.4 Articles of Association 173
4.5 Regulated agreements 176
4.5.1 Regulated agreements 176
4.5.2 Statutory Auditors’ report
on related party agreements 176
The components of the Annual Financial Report are identified by the symbol
AFR
4
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ALTAMIR 2020 Universal Registration Document160
Information about the Company and its capital
Share capital
4.1 SHARE CAPITAL
4.1.1 AMOUNT OF SHARE CAPITAL
No share capital transactions have been carried out since September 2008.
As of 31 December 2020, the Company’s share capital was composed of 36,512,301 ordinary shares with a par value €6 and
18,582 preferred shares (“Class B shares”) with a par value of €10, representing 36,512,301 theoretical voting rights (Class B
shares do not have voting rights) and 36,483,101 actual voting rights. The dierence between the number of theoretical and
actual voting rights is equal to the number of treasury shares.
The Company has not granted any stock options or bonus shares.
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ALTAMIR 2020 Universal Registration Document 161
Information about the Company and its capital
Share capital
4.1.2 CHANGES IN THE SHARE CAPITAL OF ALTAMIR
Transaction
Number of shares
Par value
FRF/€
Share
premium
Share capital
FRF/€before after
1993 Creation 2,500 FRF100
(€15.2)
0 FRF250,000
(€38,112)
16/05/1995 Full payment of shares 2,500 FRF100
(€5.2)
0 FRF250,000
(€38,112)
16/05/1995 Capital increase 2,500 3,000 FRF100
(€15.2)
0 FRF300,000
(€45,735)
01/06/1995 Increase in par value 3,000 3 FRF100,000
(€15,245)
0 FRF300,000
(€45,735)
01/06/1995 Capital increase 3 15 FRF100,000
(€15,245)
0 FRF1,500,000
(€228,673)
30/11/1995 Capital increase 15 815 FRF100,000
(€15,245)
0 FRF81,500,000
(€12,424,595)
22/04/1998 Share split 815 101,875 FRF800
(€121.96)
0 FRF81,500,000
(€12,424,595)
07/07/1998 Capital increase 101,875 313,875 FRF800
(€121.96)
FRF250
(€38.11)
FRF251,100,000
(€38,279,948)
31/07/1999 Capital increase
through exercise of warrants
313,875 314,696 FRF800
(€121.96)
0 FRF251,756,800
(€38,380,077)
28/04/2000 Capital increase
through exercise of warrants
314,696 320,770 FRF800
(€121.96)
0 FRF256,616,000
(€39,121,109)
30/06/2000 Capital increase through exercise
of convertible bonds (ORAs)
320,770 490,361 FRF800
(€121.96)
FRF250
(€38.11)
FRF392,288,800
(€59,804,427)
20/12/2000 Capital increase
through exercise of warrants
490,361 532,824 FRF800
(€121.96)
0 FRF426,259,200
(€64,982,796)
30/11/2006 Capital increase following
the merger with
Société Européenne Kléber
539,041
ordinary shares
539,041
ordinary shares
€100 €53,990,330
Creation of 8,623
Class B preferred shares
without voting rights
8,623
actions B
€10
04/06/2007 Capital increase through
incorporation of share premiums
and increase in the par value
of ordinary shares to €102,
then 17:1 share split, bringing
the par value per share to €6.
Capital increase following the
merger with Amboise Investment
539,041
ordinary shares
18,968,897
ordinary shares
€6 €113,999,202
Creation of 9,805,200 ordinary
shares and 9,959 Class B preferred
shares without voting rights
8,623
Class B shares
18,582
Class B shares
€10
10/07/2007 Capital increase
through cash payment
18,968,897
ordinary shares
29,638,901
ordinary shares
€6 178,019,226€
18,582
Class B shares
18,582
Class B shares
€10
31/03/2008 Capital increase through
cash payment following
the exercise of 360,021
March 2008 warrants
29,638,901
ordinary shares
31,776,725
ordinary shares
€6 €190,846,170
18,582
Class B shares
18,582
Class B shares
€10
21/05/2008 Partial payment
of the dividend in shares
31,776,725
ordinary shares
33,064,680
ordinary shares
€6 €198,573,900
18,582
Class B shares
18,582
Class B shares
€10
29/09/2008 Capital increase through
cash payment following
the exercise of 13,159,873
September 2008 warrants
33,064,680
ordinary shares
36,512,301
ordinary shares
€6 €219,259,626
18,582
Class B shares
18,582
Class B shares €10
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ALTAMIR 2020 Universal Registration Document162
4.1.3 POTENTIAL CAPITAL
There is no potential capital at this time.
4.1.4 PURCHASE BY THE COMPANY
OF ITS OWN SHARES
AFR
Legal framework
At their General Meeting on 28 April 2020, the shareholders
authorised the Company to buy back its shares for the sole
purposes of ensuring liquidity and maintaining an active
secondary market. The buyback programme is limited to 1%
of the Company’s capital, based on available reserves.
It is designed to ensure an active secondary market via a
liquidity contract that complies with the AMAFI (Association
française des marchés financiers) Code of Conduct, approved
by the regulatory authorities.
The programme meets the following requirements:
The total number of shares acquired through the programme may
not exceed 1% of the Company’s capital. As of 31December2020,
this percentage corresponded to 365,123shares.
The maximum purchase price per share may not exceed
€22.00 (excluding acquisition costs).
As a result, based on the example above, the maximum
amount that can be paid by the Company to buy back its
own shares is €8,032,706.
The share purchases may be carried out by any means,
including by acquiring blocks of shares and at times
determined by the Management Company. The Management
Company may not, without prior authorisation from
shareholders, use this authorisation during a tender oer
initiated by a third party involving the Company’s securities
until the end of the tender oer period.
The Company does not intend to use options or derivative
instruments.
This authorisation was granted for a period of 18 months.
The buyback programme is funded using the Company’s
existing cash resources.
Description of the share buyback programme
In accordance with Article 241-2 of the AMF’s General
Regulation, the purpose of this description is to specify the
objectives and terms and conditions of the Company’s share
buyback programme. Shareholders will be asked to approve
this programme at their General Meeting on 27 April 2021.
Prior notification was published in France’s ocial gazette
(“BALO”) on 22 March 2021.
Breakdown of shares held by objective
as of 1 March 2021
Number of shares held directly and indirectly: 24,599
representing less than 0.1% of the Company’s share capital.
All of these shares are held for the purpose of ensuring active
trading in the Company’s shares via an AMAFI-compliant
liquidity contract.
As previously reported, Oddo BHF implements Altamir’s
liquidity contract.
New proposed programme
Shareholders will be asked to approve a new share buyback
programme at their General Meeting. Its features will be as
follows:
l Programme authorisation: General Meeting of 27 April 2021.
l Securities included in the programme: ordinary shares.
l Maximum percentage of capital that may be repurchased:
1% (i.e. 365,123 shares as of this date), with the stipulation
that this limit is calculated as of the date of the buybacks
so that any increases or decreases in capital that might
take place during the course of the programme will be
taken into account. The number of shares used to calculate
compliance with the limit is the number of shares purchased
less the number of shares resold during the programme, for
the purpose of maintaining liquidity.
l Maximum purchase price: €31 per share. Maximum amount
of programme: €11,318,813.
l Repurchase procedures: the shares may be repurchased
by any means, including by acquiring blocks of shares and
at times determined by the Management Company. The
Management Company may not, without prior authorisation
from shareholders, use this authorisation during a tender
oer initiated by a third party involving the Company’s
securities until the end of the tender offer period. The
Company does not intend to use options or derivative
instruments.
l Objective: ensure secondary market activity and liquidity
in the Company’s shares via a liquidity contract with an
investment services provider that complies with the AMAFI
Code of Conduct, approved by the regulatory authorities.
l Programme duration: 18 months, starting from the General
Meeting of 27 April 2021, i.e. until 26 October 2022.
Information about the Company and its capital
Share capital
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ALTAMIR 2020 Universal Registration Document 163
Results of the share buyback programme
The results of the programme for 2020 were as follows, keeping in mind that all of these transactions were carried out under
the liquidity contract:
Volume Amount (€) Average price (€)
Purchases 52,631 881,367 16.74
Sales 51,266 888,385 17.33
For the financial year ended 31 December 2020, these
transactions resulted in a €60,738 gain, net of additions to
and reversals of provisions.
The number of shares held in treasury at 31 December 2020
was 29,200, or around 0.08% of the share capital. All of the
shares were allocated to maintaining a secondary market via
the liquidity contract.
Their value at the closing price on 31 December 2020 was
€582,540.
Their weighted average cost was €495,892.
The total par value was €175,200.
The total amount of fees for the liquidity contract, including
transaction costs, was €45,000 excl. VAT.
Shares held in treasury were not used in any way, nor
reallocated during the financial year 2020.
As of 31 December 2020, the liquidity account was composed
of:
l 29,200 shares;
l €379,683 in cash and money-market funds.
For information, the results of the 2019 programme were as follows:
Volume Amount (€) Average price (€)
Purchases 46,982 752,389 16.01
Sales 59,147 942,338 15.93
These transactions resulted in a gain for Altamir, net of additions to and reversals of provisions, of €57,642.
Tax treatment of share buybacks
For Altamir
As SCRs are exempt from corporation tax on all capital gains, Altamir, an SCR, is not liable for tax on gains from buybacks of
its own shares.
For the seller of the shares
The specific features of the various tax regimes are set out in Section 4.3.
Information about the Company and its capital
Share capital
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ALTAMIR 2020 Universal Registration Document164
4.1.5 DIVIDENDS
Since 2013, the dividend paid to ordinary shareholders has
been based on NAV as of 31 December of each financial year,
to which a rate between 2% and 3% is applied. Dividends
are then paid at the times and places designated by the
Management Company and no later than nine months from
the balance sheet date, unless this deadline is extended by
court order.
In accordance with industry practice among private equity
firms, the Articles of Association provide that the general
partner and the investment team receive carried interest equal
to 20% of the net gains on investments carried out directly
and not through the Apax funds. In accordance with Article 25
of the Articles of Association, the 20% are distributed as
follows: 2% to the general partner and 18% to the holders
of Class B shares. The formula for converting net income as
reported on the statutory financial statements to adjusted net
income is detailed in Section 4.4.
The general partner and the management team receive
carried interest only if returns exceed a hurdle rate of 8%.
The hurdle rate is described in Section 25.3 of the Articles of
Association.
Dividends paid on ordinary shares and on Class B shares over the last five financial years were as follows:
In ¤/share 2015 2016 2017 2018 2019
Ordinary shares 0.56 0.65 0.65 0.66 0.66
Class B shares 813.58 2,141.14 1,657.20 - 1,486.92
In accordance with legal provisions, dividends not claimed within five years of the date on which they were to be paid are
forfeited and the amounts paid over to the State.
Information about the Company and its capital
Share capital
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ALTAMIR 2020 Universal Registration Document 165
Information about the Company and its capital
Principal shareholders
4.2 PRINCIPAL SHAREHOLDERS
4.2.1 DISTRIBUTION OF SHARE CAPITAL AND VOTING RIGHTS FOR THE PAST
THREE YEARS BASED ON THRESHOLDS CROSSED
AFR
There has been no significant change to share capital since the close of the latest financial year.
Shareholders
As of 31/12/2020
Number
of shares
%
of share
capital
Theoretical
voting rights
Theoretical
voting rights
(%)
Voting rights
exercisable
at the AGM
Voting rights
exercisable
at the AGM (%)
Amboise SAS 23,504,862 64.34% 23,504,862 64.38% 23,504,862 64.42%
Amboise Partners SA 226,310 0.62% 226,310 0.62% 226,310 0.62%
Subtotal: Maurice Tchenio
and related companies 23,731,172 64.96% 23,731,172 65.00% 23,731,172 65.04%
Free float 10,899,327 29.84% 10,899,327 29.85% 10,899,327 29.88%
TT Investissements 1,852,602 5.07% 1,852,602 5.07% 1,852,602 5.08%
Treasury shares 29,200 0.08% 29,200 0.08% 0 0%
TOTAL ORDINARY SHARES 36,512,301 99.95% 36,512,301 100% 36,483,101 100%
Class B shares 18,582 0.05%
GRAND TOTAL 36,530,883 100% 100% 100%
Shareholders
As of 31/12/2019
Number
of shares
%
of share
capital
Theoretical
voting rights
Theoretical
voting rights
(%)
Voting rights
exercisable
at the AGM
Voting rights
exercisable
at the AGM (%)
Amboise SAS 23,504,862 64.34% 23,504,862 64.38% 23,504,862 64.42%
Amboise Partners SA 226,310 0.62% 226,310 0.62% 226,310 0.62%
Subtotal: Maurice Tchenio
and related companies 23,731,172 64.96% 23,731,172 65.00% 23,731,172 65.04%
Free float 10,900,692 29.84% 10,900,692 29.85% 10,900,692 29.88%
TT Investissements 1,852,602 5.07% 1,852,602 5.07% 1,852,602 5.08%
Treasury shares 27,835 0.08% 27,835 0.08% 0 0%
TOTAL ORDINARY SHARES 36,512,301 99.95% 36,512,301 100% 36,484,466 100%
Class B shares 18,582 0.05%
GRAND TOTAL 36,530,883 100% 100% 100%
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ALTAMIR 2020 Universal Registration Document166
Shareholders
As of 31/12/2018
Number
of shares
%
of share
capital
Theoretical
voting rights
Theoretical
voting rights
(%)
Voting rights
exercisable
at the AGM
Voting rights
exercisable
at the AGM (%)
Amboise SAS 23,504,862 64.34% 23,504,862 64.38% 23,504,862 64.45%
Amboise Partners SA 226,310 0.62% 226,310 0.62% 226,310 0.62%
Subtotal: Maurice Tchenio
and related companies 23,731,172 64.96% 23,731,172 65.00% 23,731,172 65.07%
Free float 10,888,527 29.81% 10,888,527 29.82% 10,888,527 29.85%
TT Investissements 1,852,602 5.07% 1,852,602 5.07% 1,852,602 5.08%
Treasury shares 40,000 0.11% 40,000 0.11% 0 0%
TOTAL ORDINARY SHARES 36,512,301 99.95% 36,512,301 100% 36,472,301 100%
Class B shares 18,582 0.05%
GRAND TOTAL 36,530,883 100% 100% 100%
To the Company’s knowledge, no other shareholder, acting alone or in concert, directly or indirectly holds 5% or more of the
Company’s capital or voting rights.
4.2.2 CLASS B SHARES
Class B shares entitle their holders to carried interest, which is
remuneration intended to align the interests of shareholders
and the investment team (80/20 division of adjusted statutory
net income).
Repurchase of class B shares by Altamir
The allocation of this carried interest among the various
individuals will fluctuate over time (due to departures,
new arrivals, or changes in each Class B shareholder’s
contribution). A new allocation is determined for each new
private equity fund. For example, the Apax France VII fund
has a dierent allocation than the France VI fund, and these
two allocations can co-exist since the funds are two separate
entities.
In Altamir’s case, investments made alongside Apax FranceVI
and Apax France VII (renamed Aho20) are held in the
same legal entity. When the carried interest allocation was
determined for the Apax France VI and Apax France VII
funds, the Management Company committed to allocating
the carried interest paid by Altamir on the same bases as
those used for the France VI and France VII funds. In practice,
the method established to carry out this commitment was to
use the carried interest configuration for France VI until the
rights under France VI are satisfied, and then switch to the
France VII configuration.
Altamir’s plan for adhering to these proportions was to
repurchase at par (€10 per share), in May 2015 and before
payment of dividends, 11,173 of the existing 18,582 ClassB
shares in various proportions from each of the Class B
shareholders so as to obtain the aforementioned outcome.
To permanently switch to the France VII configuration which
is now required for all future distributions, a similar repurchase
transaction of 991 Class B shares at €10 par value was carried
out on 28 December 2015, bringing the total number of
outstanding Class B shares to 6,418.
Following these share repurchases, all Apax partners held
the same proportion of carried interest on co-investments
made by Altamir and the Apax France VII fund as they held
on investments made by the Apax France VII fund.
This rebalancing is in the best interest of Altamir’s shareholders
to the extent that it allows the alignment of the economic
interests of the Apax partners who manage Altamir’s co-
investment portfolio with the objective of creating value.
Since the Company did not intend to retain these Class B
shares in the short term, shareholders were asked at the
General Meeting of 15 April 2016 to approve the cancellation
of the shares and the corresponding reduction of share
capital. This resolution was not adopted, and the Class B
shares were retained.
When all investments made alongside the Apax France VII
fund have been divested, a new allocation of Class B shares
will be divided among the investment team. The Class B shares
held by Altamir will then be resold to dierent beneficiaries.
The reduction in the number of Class B shares in no way
changes the share of earnings paid to holders of ordinary
shares.
Information about the Company and its capital
Principal shareholders
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ALTAMIR 2020 Universal Registration Document 167
Information about the Company and its capital
Principal shareholders
Distribution of Class B shares for the past three years
2018 2019 2020
Class B shares Class B shares Class B shares
Altamir Gérance (Maurice Tchenio) 715 715 715
Other partners 5,703 5,703 5,703
Altamir 12,164 12,164 12,164
The other Partners who hold Class B shares are Martine Clavel, Monique Cohen, Hervé Descazeaux, Patrick de Giovanni, Eddie
Misrahi, Alan Patricof, Bertrand Pivin, Isabelle Rambaud, Gilles Rigal and Claude Rosevègue.
A table showing changes to the Company’s capital from its incorporation to the date this Universal Registration Document was
prepared is provided in Section 4.1.2.
4.2.3 THRESHOLD DISCLOSURES
Shareholders
Pursuant to Articles L.233-7 et seq. of the French Commercial Code, we inform you that no cases of thresholds being crossed
were reported during the year.
4.2.4 SECURITIES HELD BY CORPORATE OFFICERS AND EXECUTIVES
Securities held directly or indirectly by members of an administrative,
managerial or supervisory body as of 31 December 2020
The corporate ocers had the following holdings in Altamir as of 31 December 2020:
Name
Position as of
31/12/2020
Position as of
31/12/2019
Altamir Gérance
Maurice Tchenio, Chairman and Chief Executive Ocer of Altamir Gérance 23,731,172 23,731,172
Members of the Supervisory Board as of 31 December 2020
Jean Estin 1,000 1,000
Marleen Groen 1,000 1,000
Anne Landon 1,088 1,043
Jean-Hugues Loyez (Chairman of the Supervisory Board) 412,221 412,221
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ALTAMIR 2020 Universal Registration Document168
Transactions carried out by executives on Altamir securities
The transactions carried out by executives on the Company’s shares in 2020 are detailed below:
Declarant’s name and function Anne Landon, Member of the Supervisory Board
Type of transaction and instruments involved Acquisition of shares
Transaction venue Euronext Paris
Total amount €702
Average price/number of shares acquired €15.60/45
4.2.5 SHAREHOLDERS’ AGREEMENT
AND COMMITMENTS TO HOLD
SECURITIES
Shareholders’ agreement
None.
Commitments by the founders
Ordinary shares held by the founders
The chief executive and founder of Altamir is the general
partner of the Company. The number of ordinary shares they
hold is indicated in paragraph 4.2.4 above.
Commitments to hold securities
To the Company’s knowledge and at the time of preparation
of this document, there are no commitments to hold Altamir
shares.
4.2.6 CONTROL OF THE ISSUER
Following the cash tender oer initiated in May 2018, Amboise
SAS held, directly and indirectly via Amboise Partners SA,
23,731,172 ordinary Altamir shares, representing the same
number of voting rights, i.e. 65% of the ordinary shares in
circulation and of the voting rights of Altamir.
Information about the Company and its capital
Principal shareholders
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ALTAMIR 2020 Universal Registration Document 169
Information about the Company and its capital
Legal and tax framework of an SCR
4.3 LEGAL AND TAX FRAMEWORK OF AN SCR
When Altamir, a French partnership limited by shares (société
en commandite par actions) was created in 1995, it opted for
the status of “SCR” (société de capital risque).
Under certain conditions, this status oers tax benefits both
to shareholders and the Company.
4.3.1 LEGAL AND TAX FRAMEWORK
The rules governing SCRs are defined in Act no. 85-695 of
11July 1985, as last amended on 31 July 2014, in the regulatory
provisions of the French Tax Code, and in the administrative
instructions BOI-IS-CHAMP-30-50-10-20130311 issued on
11March 2013, and BOI-IS-CHAMP-30-50-20-20130429 issued
on 29 April 2013. These regulations and their interpretation
are subject to change.
The following presentation summarises the main rules and
restrictions that apply to SCRs as well as the measures
provided for in these regulations. It is not exhaustive.
Basic rules and restrictions
l The sole purpose of the SCR, barring exceptions, must be
the management of a portfolio of securities.
l The SCR must have at least 50% (hereinafter the “Quota”)
of its net book value invested at all times in non-voting
equity securities, in shares or in securities giving access
to shares issued by companies (hereinafter the “Eligible
Companies”):
(i) whose shares are not admitted for trading on a
“French or foreign financial market operated by a stock
exchange company or investment service provider”, i.e.
whose securities are unlisted, barring exceptions;
(ii) whose registered oce is located in a European Union
Member State, Norway, Iceland or Liechtenstein;
(iii) that are engaged in industrial or commercial business
activities as described in Article 34 of the French Tax
Code. Non-commercial activities are excluded;
(iv) that are subject to corporation tax or would be subject
to the tax if they engaged in the same activities in
France in the same conditions; newly established
companies exempted from corporation tax may also
be eligible.
l The SCR may not hold more than 40% of the voting rights
in an Eligible Company as a result of its shareholding.
l An SCR may not invest more than 25% of its net book value
in securities issued by any one company.
l The SCR’s cash borrowings may not exceed 10% of its net
asset value.
l No individual may have, together with the individual’s
spouse, ascendants and descendants, directly or indirectly,
rights to more than 30% of the net income of the SCR.
Flexibility measures
The following are also eligible for inclusion in the Quota:
l shareholder loans, up to 15% of the net book value of the
SCR, granted to Quota-Eligible Companies in which the
SCR holds at least 5% of the share capital. Shareholder
loans to holding companies are excluded;
l listed shares or shares giving access to the equity of
companies with a small market capitalisation (less than
€150m), up to 20% of the net book value of the SCR;
l Securities of holding companies established in a European
Union Member State or another country or territory having
signed a tax treaty with France containing an administrative
assistance clause. The holding company must meet all
other requirements for Eligible Companies, except the
requirement relating to activities, and its purpose must be
to hold equity stakes (hereinafter the “Qualified Holding
Companies”);
l rights representing a financial investment in an entity
(including FCPI units) established in a European Union
Member State or another country or territory having
signed a tax treaty with France containing an administrative
assistance clause (hereinafter the “Qualified Entities”);
l securities of Qualifying Holding Companies and rights
in Qualifying Entities are included in the Quota on a
“look-through” basis, i.e. pro rata to the amount of their
investment in securities held in Eligible Companies.
Special rules for Quota calculation provided for
in the regulations
l Eligible securities sold or exchanged for non-eligible
securities are included in the calculation of the Quota for
two years following the date of the sale or exchange.
l Unlisted shares that are admitted for trading on a regulated
or organised market for the first time are included in the
calculation of the Quota for five years following the date of
listing.
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ALTAMIR 2020 Universal Registration Document170
Information about the Company and its capital
Legal and tax framework of an SCR
4.3.2 TAX RULES/TREATMENT*
The following summary describes the tax treatment
applicable to SCRs and to investors in SCRs pursuant to the
laws in force as of 1 January 2021. The summary is based on
the tax advice that Altamir received from DLA Piper. Laws and
their interpretations may change in the future.
This summary is provided for information purposes only and
should be used in conjunction with personally sought advice
so that you, with the input of your advisors, may determine
the tax treatment that may apply to you as a shareholder of
Altamir SCR. Under no circumstances should you regard it as
an exhaustive review of the tax rules applying to investors in
Altamir SCR or as comprehensive advice delivered to you by
Altamir or by the DLA Piper law firm.
This document will deal solely with the tax treatments
that may apply to individual or legal entity shareholders,
whether resident in France or not, relating to the capital gain
generated from the sale of shares in the SCR and capital gains
distributions by the SCR. Currently, all dividends distributed
by Altamir derive from the proceeds from the sale of
investments
(1)
; the treatment of this case only will therefore
be covered in the rest of this document. The treatment
applicable to distributions deriving from capital gains on the
sale of other securities will not be covered in this document.
The case of non-cooperative countries and territories
(2)
will
not be covered in this document.
Similarly, holdings of more than 25% in the SCR by non-
residents will not be covered, since the Company does not
currently face this situation.
Any shareholder or person who is considering a shareholding
in Altamir SCR must consult his or her own advisors, if
deemed appropriate, before making any investment in Altamir
SCR, receiving any distribution from Altamir SCR or selling
any shares held in Altamir SCR, in order to determine the
applicable tax treatment for amounts distributed by Altamir
SCR or for gains or losses that may be realised on sales of
Altamir SCR shares.
Tax rules applicable to the SCR
In principle, Altamir benefits from a full corporate tax
exemption on the income it receives and the capital gains
it realises.
* Section prepared by the DLA Piper law firm.
(1) Equity investments are shares of portfolio companies in which the SCR held 5% of the issuing company’s capital for at least two years. To calculate compliance
with the 5% limit, securities held by other FPCIs or SCRs acting in concert with the SCR under the terms of an agreement to acquire these securities are also taken
into account.
(2) The list of NCCTs was updated by a French economy and budget ministry decree on 26 February 2021. From 1 April 2020 to 3 March 2021, the list of NCCTs
included: Anguilla, the Bahamas, the British Virgin Islands, Seychelles, Panama, American Samoa, Fiji, Guam, Oman, Samoa, Trinidad and Tobago, the US Virgin
Islands and Vanuatu.
The update via the 26 February 2021 decree led to the following changes:
• Two countries (Bahamas and Oman) were removed from the list as of 4 March 2021, the date of publication of the decree.
• As a result, from 4 March 2021 to 1 June 2021, the following countries appear on the French list of NCCTs: Anguilla, the British Virgin Islands, Seychelles, Panama,
American Samoa, Fiji, Guam, Samoa, Trinidad and Tobago, the US Virgin Islands and Vanuatu.
• From 1 June 2021, two countries will be added so as to take into account the most recent update of the European Union’s “blacklist”, which took place on 22
February 2021: Dominica and Palau.
As a result, from 1 June 2021, the list will include: Anguilla, the British Virgin Islands, Seychelles, American Samoa, Fiji, Guam, Samoa, Dominica, Palau, Panama,
Trinidad and Tobago, the US Virgin Islands and Vanuatu.
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ALTAMIR 2020 Universal Registration Document 171
Information about the Company and its capital
Legal and tax framework of an SCR
Tax rules applicable to shareholders
A/RESIDENTS IN FRANCE
1) Individuals
Gains on the sale of shares of the SCR and distribution
of dividends by the SCR
(3)
l Upon acquiring the shares, the shareholder committed to
a five-year holding period. This five-year commitment was
fulfilled and all requirements met to reinvest distributions by
the SCR, either through the purchase of shares in the SCR
or via a shareholder loan to the SCR
(4)
l Exempted from tax on capital gains and distributions
(5)
l Social levies (withheld at source):
• Gains on the sale of SCR shares:
- In principle: 17.2% of net gains on the sale of SCR shares
withheld
- As an exception: 15.5% of net gains acquired or recognised
(i) before 1 January 2018 or (ii) during the first five years after
the acquisition of or subscription to SCR shares, provided
these shares were acquired or subscribed to between
1 January 2013 and 31 December 2017
(6)
• On the distribution of capital gains deriving from the sale of
equity investments by the SCR: 17.2%
Gains on the sale of shares of the SCR and distribution
of dividends by the SCR
(3)
l Shares of the SCR (i) to which no five-year holding commitment
was applied, or (ii) which were sold before the end of the
five-year period despite the commitment, or (iii) which were
sold without meeting the reinvestment requirement
(7)
l Single, flat-rate withholding tax of 30% (income tax of 12.8% plus
social levies of 17.2%)
(5) (8)
or
l Express and irrevocable option for taxation of all investment
income at the standard progressive income tax rates; shares
acquired before 1 January 2018 qualify for a 50% exclusion if they
have been held for at least two years or 65% if they have been
held for at least eight years
(5)(8)
. Social levies apply at the rate
of 17.2% of the amount before exclusion
(9)
2) Legal entities subject to corporation tax
Gains on the sale of SCR shares Tax treatment
l Sale of shares held for at least five years
(10)
:
1) up to the amount represented by equity investments held
by the SCR
(1)
*
2) up to the amount not represented by equity investments held
by the SCR
l Sale of shares held for less than five years
0%
15%
(11)
26.5%
(11) (12)
Distributions of dividends by the SCR
(3)
Tax treatment
l The dividends distributed by Altamir currently derive exclusively
from capital gains realised on the sale of investments
(1)(13)
l Fully exempt
* For example, this ratio was 8.4% as of 31/12/2020.
Notes
(3) Provisions also theoretically applicable to gains realised by the SCR via an
FPCI or a foreign venture-capital investment entity whose primary objective
is to invest in companies whose securities are not admitted for trading on a
regulated or organised market, in France or abroad, established in a OECD
member state which is also a member of the European Union or has signed
a tax treaty with France containing an administrative assistance clause to
combat tax fraud or evasion.
(4) In addition, the shareholder, together with shareholder’s spouse and their
ascendants and descendants, may not collectively have rights, directly
or indirectly, to more than 25% of the net income of companies whose
securities are held in the assets of the SCR or have held this percentage at
any time during the five years preceding the subscription or acquisition of
the shares of the SCR.
(5) The 3% or 4% tax surcharge on high incomes (Article 223 sexies of the
French Tax Code) may be applicable.
(6) As an exception, historical tax rates are maintained for the fraction of net
gains on the sale of SCR shares recognised (i) before 1 January 2018 or
(ii) during the first five years after the date the shares were acquired or
subscribed to, provided the shares were acquired or subscribed to between
1 January 2013 and 31 December 2017 (Article 8, V-C, 7° of the social
security financing law for 2018).
The French tax authority has not yet specified how these exceptions will be
applied.
(7) Except in the event of death, permanent disability, retirement or dismissal.
(8) Fines and surcharges may be added in the event that a shareholder fails to
fulfil the commitments made.
(9) The CSG tax will be deductible, up to 6.8%, from taxable income of the
following year (Article 154 quinques, II of the French Tax Code).
(Continued on page 172)
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ALTAMIR 2020 Universal Registration Document172
B/NON-RESIDENTS
1) Individuals
Gains on the sale of SCR shares Tax treatment
l Rights to 25% or less of the net income of the SCR at the time
of the sale or during the previous five years
l Not taxed in France
Distributions of dividends by the SCR
(3)
Tax treatment
l Shareholder (i) who is resident for tax purposes in a country
or territory having signed a treaty with France containing an
administrative assistance clause to combat tax fraud or evasion,
and (ii) who, upon acquiring shares, made and fulfilled the 5-year
holding and reinvestment commitments
(4)
l Shareholder (i) who does not make holding and reinvestment
commitments, or (ii) who does not fulfil these commitments,
or (iii) who is not resident in a country or territory having signed
a treaty with France containing an administrative assistance
clause to combat tax fraud or evasion
l Not taxed in France
(5)
l Withholding tax of 12.8% unless more favourable treaty
provisions apply and on condition of compliance with treaty
requirements
2) Legal entities (with no permanent establishment in France)
Gains on the sale of SCR shares Tax treatment
l Rights to 25% or less of the net income of the SCR at the time of
the sale or during the previous five years
l Not taxed in France
Distributions of dividends by the SCR
(3)
Tax treatment
l The beneficiary is a European UCITS or AIF or an equivalent fund
from a non-European country
(14)
l The eective beneficiary of the distribution is a legal entity
having its registered oce in a State that has signed a treaty
with France containing an administrative assistance clause
to combat tax fraud or evasion and the distribution is included
in the profits declared in that State but benefits from a full local
exemption
l In all other cases
0%
0%
l Withholding tax of 26.5%
(15)
unless more favourable treaty
provisions apply (generally 15%) and on condition of compliance
with treaty requirements
(10) The capital gains from the sale of SCR shares are subject to the long-term
regime once the shares are have been held for a minimum of five years
(taxed at a rate of 0% or 15%):
- Only the capital gains realised on the equity investments portion of the
SCR’s total assets as of the date of the sale may be exempted from tax.
To this end, investors should study the SCR’s portfolio to determine the
proportion of securities held by the SCR that qualify as equity investments.
- As a rule of thumb, the portion of tax-exempt capital gains will be
proportional to the quantity of equity investments held by the SCR as of
the date of the sale; The remaining portion of capital gains corresponding
to securities held by the SCR that do not meet the equity investment
criteria, will be taxed at a rate of 15%.
(11) Excluding the tax surcharge of 3.3%.
(12) For financial years starting on or after 1 January 2021, the corporation tax
rate is set at 26.5% (27.37% including the 3.3% tax surcharge) for companies
with total revenue of less than €250m and at 27.5% for companies with total
revenue greater than or equal to €250m (28.41% including the 3.3% tax
surcharge). The corporation tax rate will be set at 25% from 1 January 2022
(25.83% including the 3.3% tax surcharge).
(13) If the securities are held through a private equity fund or a foreign venture-
capital investment entity: on the condition that these structures held at least
5% of the issuing company’s capital for at least two years.
(14) This exemption is applicable provided that the terms set forth in
Article119bis, 2 of the French Tax Code are adhered to. For example, UCITS
that meet the criteria set forth in Directive 2009/65/EC of the European
Parliament and of the Council of 13 July 2009, and the AIF relevant to
Directive 2011/61/EU of the European Parliament of 8 June 2011 are likely to
be exempted from withholding tax. In this regard, the French tax authorities
consider that the combination of provisions in the 2009/65/EC directive of
13 July 2009 and the 2011/61/EU directive of 8 June 2011 with administrative
assistance mechanisms that link EU Member States, in particular directive
2011/16 of 15 February 2011 relating to the administrative cooperation in
the area of tax, enabling it to ensure that the mutual funds having their
head oce in one of these States meet the rules of activity, operation and
monitoring comparable to those set forth in French regulations.
(15) The withholding tax rate has been aligned with the normal income tax
rate since 1 January 2020, i.e. 26.5% from 1 January 2021 and 25% from
1January2022 (see Note 12).
Information about the Company and its capital
Legal and tax framework of an SCR
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ALTAMIR 2020 Universal Registration Document 173
Information about the Company and its capital
Articles of Association
4.4 ARTICLES OF ASSOCIATION
Name and registered oce
(Articles 3 & 4 of the Articles of Association)
Altamir – 1, rue Paul Cézanne – 75008 Paris (France)
Tel: +33 (0)1 53 65 01 00
(www.altamir.fr)
Date of incorporation
The Company was incorporated on 15 March 1993 as a French
public limited company (société anonyme) to enable the
Company to benefit from the private equity experience and
expertise of the Apax Partners teams. It was converted into a
French partnership limited by shares (société en commandite
par actions) at the Special Shareholders’ Meeting of 1 June 1995.
Duration (Article 5 of the Articles of Association)
The duration of the Company is 99 years, expiring on 27 April
2092 (unless dissolved prior thereto or extended).
Legal form
(Article 1 of the Articles of Association)
The Company is a French partnership limited by shares
(société en commandite par actions), with share capital of
€219,259,626, governed by Articles L.226-1 et seq. of the
French Commercial Code, between:
l the limited partners (or shareholders), who own the existing
shares and any shares that may be issued in the future; and
l the general partner, Altamir Gérance, a French public
limited company (société anonyme) with share capital of
€1,000,000 and the Paris commercial registry number
402098917, whose registered oce is located at 1 rue Paul
Cézanne, 75008 Paris (France).
The capital is divided into 36,512,301 ordinary shares with a
par value of €6 per share and 18,582 preferred shares (called
“Class B shares”) with a par value of €10 per share. All shares
are fully paid up.
Sale and transfer of shares
(Article 10 of the Articles of Association)
Ordinary shares are freely transferable under the conditions
stipulated by law.
Class B shares (or any securities giving access to Class B
shares) may be subscribed or acquired only by the following
persons:
1° the Management Company;
2° the Company’s investment advisor, indicated in paragraph
16.4 of the Articles of Association;
3° natural persons who are corporate officers or have
an employment contract with one of the companies
mentioned in items 1° and 2° above;
4° any non-trading partnership composed exclusively of the
individuals or companies mentioned in items 1°, 2° and 3°
above;
5° the Company itself, under the conditions stipulated by law
and by the Articles of Association.
Financial year
(Article 24 of the Articles of Association)
Each financial year has a duration of one calendar year,
beginning on 1 January and ending on 31 December.
Corporate purpose
(Article 2 of the Articles of Association)
The purpose of the Company is as follows:
l the subscription, acquisition, management and disposal by
any means of French or foreign securities, ownership rights,
rights representing a financial investment or other financial
rights;
l generally, any transaction related to the above purpose
or enabling its achievement, including any transaction on
personal or real property necessary for its operations.
Commercial registry number and business
activity code
The Company has the Paris commercial registry number
390965895 and the business code 6420Z.
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Information about the Company and its capital
Articles of Association
Legal entity identifier (LEI)
The Company’s legal entity identifier number is
969500U4BPYFRAOQ3Z75
Allocation and distribution of profits
(Article 25 of the Articles of Association)
Shareholders approve the financial statements for the
previous year and note the existence of a distributable profit.
It is expressly stated that the costs incurred by the general
partner in the interests of the Company shall be reimbursed
upon presentation of supporting documents and included in
the expenses of the Company.
For each financial year, subject to Article 25.3, the
Company pays dividends to the general partner and Class
B shareholders, at the times and places designated by
the Management Company and no later than nine months
after the balance sheet date, in an amount equal to 20% of
adjusted net income for that year, according to the following
breakdown: 2% is allocated to the general partner, and 18% to
the Class B shareholders.
Adjusted net income, ß, is calculated as follows:
β = [NI - (1-τ) FI] - α - γ
where
l NI is equal to the net income of the financial year, as
approved by shareholders at their Ordinary AGM, less
net unrealised capital gains generated through internal
restructuring transactions (e.g. mergers, partial asset
contributions, spin-os) concerning the Company itself
or companies in which the Company holds an ownership
interest;
l τ is equal to the corporate tax rate (including any tax
surcharges) eectively applied to FI, as defined below;
l FI is equal to net financial income generated by short-term
money-market investments and capital gains on marketable
securities, less interest expense on the Company’s
borrowings. If FI is negative for a given year, it is not taken
into account for that year and its amount is carried forward
to FI of subsequent years;
l α is equal to the sum of adjusted net losses of previous
years that have not already been applied to an adjusted net
income;
l γ is equal to the portion of net income for the year deriving
from the Company’s investments in an Apax France fund
and any entity paying management fees to an Apax asset
management entity.
When the internal rate of return (IRR) on the full sale of an
investment acquired by the Company after 19 December 2013
as a co-investment with one or more Apax funds (a “co-
investment”) is less than 8% (after taking into account the
rights of the general partner and Class B shareholders) and
if this sale has a positive impact on adjusted net income for
the year, the dividend defined in Article 25.2 above is due
to the general partner and Class B shareholders only to the
extent that the overall IRR realised on all co-investments sold
exceeds 8%.
If it does not, the dividend defined in Article 25.2 above is not
due with respect to the year of the sale and payment of it is
postponed until such time as the overall IRR realised on all
co-investments sold is greater than 8%.
For each financial year, the Company also pays to holders
of Class B shares as dividends, at such times and places
designated by the Management Company and no later than
nine months after the balance sheet date, an amount equal
to 18% of the adjusted net income for that year, as defined
above.
The balance of the distributable profit is payable to
shareholders. The allocation of this profit is decided by
the Shareholders at their Ordinary General Meeting, on the
recommendation of the Supervisory Board.
On the recommendation of the Supervisory Board, the
Shareholders may decide to allocate a portion of the balance
of the distributable profit, payable to shareholders, to retained
earnings or to one or more extraordinary, general, or special
non-interest-bearing reserves, to which the general partner,
in this capacity, has no right. These reserves may also be
incorporated into the capital.
Dividends are paid at the times and places designated by the
Management Company and no later than nine months from
the balance sheet date, unless this deadline is extended by
court order.
On the recommendation of the Supervisory Board, the
Shareholders may grant each shareholder, whether a holder
of ordinary shares or Class B shares, the option to receive
payment of all or a part of the dividend or interim dividend
in cash or in ordinary shares, under the conditions stipulated
by law.
Gain on liquidation
(Article 26 of the Articles of Association)
Any gains on liquidation are allocated first to shareholders
of each category (ordinary or Class B). Shareholders receive
up to the amount they contributed as share capital, share
premiums or merger premiums.
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ALTAMIR 2020 Universal Registration Document 175
Information about the Company and its capital
Articles of Association
Any remainder is then allocated to holders of ordinary shares
only, up to the amount of reserves created through the
allocation of earnings.
Any balance still remaining is allocated as follows: 80% to
ordinary shareholders, 18% to Class B shareholders and 2% to
the general partner.
Form of shares
(Article 9 of the Articles of Association)
The shares issued by the Company are held in registered
form until they are fully paid up. Fully paid-up shares are
held in registered or – once they are admitted to trading – in
bearer form, at the shareholder’s option. They are recorded
in securities accounts according to the procedures set down
by law.
In accordance with legal and regulatory provisions, the
Company may at any time request that the central depository
provide information enabling the identification of holders of
shares giving immediate or future voting rights at General
Meetings, the number of shares held by each of these
shareholders and a description of any restrictions on these
shares.
Class B shares may only be held in registered form.
Conditions for the exercise of voting rights
(Article 12 of the Articles of Association)
The rights and obligations attached to shares are defined by
the legislation in force and the Articles of Association.
“Any amendment to the rights of holders of Class B shares
must be approved by the holders of Class B shares voting in
a Special Meeting.”
Each ordinary share carries the right to one vote at General
Meetings of Shareholders.
Fully paid-up shares registered in the name of the same
shareholder for at least two years do not qualify for double
voting rights.
The above paragraph was added to the Articles of Association
at the Combined General Meeting of 24 April 2014 in order
to confirm the right to one vote per share and the absence of
double voting rights following the change in Article L.225-123
of the French Commercial Code made by the Law 2014-384
of 29 March 2014 aimed at keeping industrial sites operating
in France (known as the “Loi Florange”).
Voting rights are exercisable by the beneficial owner at
Ordinary General Meetings and by the registered owner at
Special General Meetings.
Class B shares carry no voting rights, except at special
meetings of holders of Class B shares called in accordance
with Article L.225-99 of the French Commercial Code.
General meetings
(Article 23 of the Articles of Association)
General Meetings are called under the conditions stipulated
by law. Meetings are held at the registered office or any
other location specified in the invitation to the meeting. The
right to participate in the general meeting shall be subject
to the formal registration of the shares in the name of the
shareholder or of the intermediary registered on their behalf
(in accordance with the seventh paragraph of Article L.228-1
of the French Commercial Code) at zero hour, Paris time,
of the second business day preceding the general meeting,
either in the registered share accounts held by the Company
or in the bearer share accounts held by the authorised
intermediary. Meetings may also be attended by anyone
invited by the Management Company or by the Chairman of
the Supervisory Board.
The general partner is represented by its legal representative
or by any other person it has authorised to represent it. That
person need not be a shareholder.
General Meetings are chaired by the Management Company
or, in order of preference, the general partner or the Chairman
of the Supervisory Board.
The Shareholders vote at Ordinary and Special General
Meetings under the conditions stipulated by law and perform
their duties in accordance with the law.
Shareholders taking part in the General Meeting via video-
conference or telecommunication methods enabling them to
be identified and guaranteeing their participation are deemed
present for the calculation of the quorum and the majority.
With the exception of the appointment and dismissal of
Supervisory Board members, the appointment and dismissal
of Statutory Auditors, the appointment and dismissal of non-
voting Board members, the distribution of dividends for the
year and the approval of certain agreements requiring special
authorisation, the decisions of the shareholders are not valid
until approved in writing by the general partner, no later than
the end of the meeting at which the shareholders voted on
the decisions in question. The Management Company has full
powers to note this approval, which must be attached to the
minutes of the Meeting concerned.
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ALTAMIR 2020 Universal Registration Document176
Information about the Company and its capital
Regulated agreements
4.5 REGULATED AGREEMENTS
4.5.1 REGULATED AGREEMENTS
In their special report, the Statutory Auditors mentioned no
agreements of the kind described in Articles L.226-10 et seq.
of the French Commercial Code.
The Supervisory Board has established that the regulated
agreement in force since 2006 concerning the investment
advisory agreement between Altamir and Amboise Partners
SA formerly Apax Partners SA) remained unchanged during
the financial year under review. Detailed information about this
agreement is provided in paragraph 1.3.8 of this document.
The Board re-examined this agreement at its meeting on
9 March 2021, determined that it was in the Company’s
interest to maintain it, and informed the Statutory Auditors
thereof.
This regulated agreement is described in the Statutory
Auditors’ special report.
The Board has no knowledge of any conflict of interest
between the Company and any Board member or the
Management Company.
4.5.2 STATUTORY AUDITORS’
REPORT ON RELATED PARTY
AGREEMENTS
To the Annual General Meeting of Altamir,
In our capacity as statutory auditors of your Company, we
hereby present to you our report on related party agreements.
We are required to inform you, on the basis of the information
provided to us, of the terms and conditions of those
agreements indicated to us, or that we may have identified in
the performance of our engagement, as well as the reasons
justifying why they benefit the Company. We are not required
to give our opinion as to whether they are beneficial or
appropriate or to ascertain the existence of other agreements.
It is your responsibility, in accordance with Article R.226-2 of
the French Commercial Code (Code de commerce), to assess
the relevance of these agreements prior to their approval.
We are also required, where applicable, to inform you in
accordance with Article R.226-2 of the French Commercial
Code (Code de commerce) of the continuation of the
implementation, during the year ended December 31, 2020,
of the agreements previously approved by the Annual General
Meeting.
We performed those procedures which we deemed
necessary in compliance with professional guidance issued
by the French Institute of Statutory Auditors (Compagnie
nationale des commissaires aux comptes) relating to this
type of engagement. These procedures consisted in verifying
the consistency of the information provided to us with the
relevant source documents.
Agreements submitted for approval
to the Annual General Meeting
Agreements authorized and concluded
during the year
In accordance with the Article L.226-10 of the French
Commercial Code, of the French Commercial Code (Code
de commerce), we herebey inform that we have not been
advised of any agreements concluded in the course of the
year to be submitted for approbation by the Annual General
Meeting.
Agreements not previously authorized
In accordance with Articles L.226-10 and L.823-12 of the
French Commercial Code, we herebey inform you that the
following agreement has not been previously authorized by
your Board of Director.
It is our responsibility to inform you of the circumstances due
to which the authorization procedure was not followed.
With Amboise Partners S.A.
Persons concerned
Mr Maurice Tchenio, Chairman and Chief Executive Ocer of
the companies Amboise Partners S.A. and Altamir Gérance,
Manager of your company.
Nature and purpose
During the year, your company combined some of its co-
investment in a dedicated vehicle aimed at simplifying
management. This vehicle took the form of a professional
private equity fund (FPCI) and its management was entrusted
to the company Amboise Partners SA. This company invoice
for the management of the FPCI a management fee which is
therefore indirectly paid by your society.
Conditions
The annual amount of the commission is €15,000. It is
specified that the entire management commission invoiced
by the company Amboise Partners S.A. will be deducted from
the management commission invoiced by the management
to the Company.
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ALTAMIR 2020 Universal Registration Document 177
Information about the Company and its capital
Regulated agreements
Reasons justifying why the Company benefits
from this agreement
Your Supervisory Board gave the following reason:
“The advantage of this agreement lies in the very good
knowledge by Amboise Partners of Altamir co-investment
portfolio.”
By omission, this transaction was not the subject of a formal
vote of your Supervisory board.
We would like to point out that, at its meeting on March9,2021,
your Supervisory board decided to authorize this agreement
retrospectively.
Agreements previously approved by
shareholders at their Annual General Meeting
In accordance with Article R.226-2 of the French Commercial
Code (Code de commerce), we have been notified that the
implementation of the following agreements, which were
approved by the Annual General Meeting in prior years,
continued during the year ended December 31, 2020.
With Amboise Partners S.A
Person concerned
Mr Maurice Tchenio, Chairman and Chief Executive Ocer
of Amboise Partners S.A. and Altamir Gérance, manager of
your Company.
Nature and purpose
On November 30, 2006, Amboise Partners S.A. entered into
an investment advisory agreement with your Company under
which Apax Partners S.A. provides the following services to
your Company:
l Advice relating to investments and divestments, in line with
the Company’s investment policies.
l Advisory services or other services to the companies or
other entities in the Company’s portfolio.
l Assistance in calculating the value of your Company’s
investments.
This investment advisory agreement was approved by the
Supervisory Board of your Company during its meeting held
on October 12, 2006. The Supervisory Board re-examined the
economic interest of this agreement on March 9, 2021 and
decided in favor of its maintenance.
Terms and conditions
The payment under this agreement is equal to 95% of the
remuneration due to the Manager, provided for by the
Articles of Association, it being noted that any amount paid
to Amboise Partners S.A. as part of transactions performed
on your Company’s assets or paid to Apax Partners S.A. by
the portfolio companies under this agreement are deducted
from the remuneration paid.
This investment advisory agreement was entered into for an
indefinite period. Nevertheless, either party can automatically
terminate it early, if the other party fails to meet any of its
obligations and has not cured the breach within thirty days
as of formal notice to pay.
Under this agreement Amboise Partners S.A. invoiced your
Company €8,312,433 including VAT for the year ended
December 31, 2020.
The Statutory Auditors
French original signed by
RSM Paris ERNST & YOUNG et Autres
Ratana Lyvong Henri-Pierre Navas Marie Le Treut
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ALTAMIR 2020 Universal Registration Document 179
Supplementary
information
5.1 Person responsible for
the Universal Registration
Document
RFA
180
5.2 Persons responsible
for the audit of the
financial statements 181
5.3 Documents available
to the public 182
5.4 Reference to historical
financial statements 183
5.5 Cross reference index 184
5.5.1 Universal Registration
Document 184
5.5.2 Annual financial report
and report of the
Management Company 187
5.6 Glossary 189
5
The components of the Annual Financial Report are identified by the symbol
AFR
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ALTAMIR 2020 Universal Registration Document180
5.1 PERSON RESPONSIBLE FOR THE UNIVERSAL
REGISTRATION DOCUMENT
AFR
Maurice Tchenio, Chairman and Chief Executive Ocer of the Management Company.
Certification of the person responsible for the Universal Registration Document
and the Annual Financial Report
I hereby certify, having taken all reasonable measures in this regard, that the information contained in this universal registration
document is, to the best of my knowledge, accurate and that no information has been omitted that would be likely to alter its
substance.
I hereby certify that, to the best of my knowledge, the financial statements have been prepared in accordance with applicable
accounting standards and present a true and fair view of the assets, financial position and results of the Company and of its
consolidated group of companies and that the management report, for which a cross-reference index appears in paragraph
5.5.2 of this registration document, presents a true and fair picture of the business, its results and the financial condition of the
Company and of its consolidated group of companies, as well as a description of the principal risks and uncertainties to which
they are exposed.
Paris, 6 April 2021,
For Altamir Gérance SA
Maurice Tchenio,
Chairman and Chief Executive Ocer
Supplementary information
Person responsible for the Universal Registration Document
5
ALTAMIR 2020 Universal Registration Document 181
5.2 PERSONS RESPONSIBLE FOR THE AUDIT
OF THE FINANCIAL STATEMENTS
Principal statutory auditors
EY (formerly Ernst & Young), represented by Ms Marie Le Treut
and Mr Henri-Pierre Navas,
1, Place des Saisons, 92400 Courbevoie (France)
Member of the Compagnie Régionale des Commissaires aux
Comptes de Versailles.
The Statutory Auditors were reappointed by shareholders at
their 28 April 2017 Combined General Meeting for a term of
six years expiring at the end of the Ordinary General Meeting
of shareholders to be held in 2023 to approve the financial
statements of the financial year ending 31 December 2022.
RSM Paris, represented by Mr Ratana Lyvong,
26, rue Cambacérès, 75008 Paris (France)
Member of the Compagnie Régionale des Commissaires aux
Comptes de Paris.
The Statutory Auditors were reappointed by shareholders at
their 26 April 2018 Ordinary General Meeting for a term of
six years expiring at the end of the Ordinary General Meeting
of shareholders to be held in 2024 to approve the financial
statements of the financial year ending 31 December 2023.
Supplementary information
Persons responsible for the audit of the financial statementses
5
ALTAMIR 2020 Universal Registration Document182
5.3 DOCUMENTS AVAILABLE TO THE PUBLIC
While the Universal Registration Document is valid, the following documents can be consulted as indicated:
a) Memorandum and Articles of Association: at the Company's head oce (paper versions);
b) all reports, correspondence and other documents, historical financial information, valuations and statements prepared by
an expert at the request of the issuer, a part of which is included or referred to in this document: at the Company’s head
oce (paper versions);
c) historical financial information about the issuer for each of the two financial years preceding the publication of this document
and the most recently updated version of the Company’s Articles of Association: at the Company’s head oce (paper
versions) and on its website www.altamir.fr.
Supplementary information
Documents avalaible to the public
5
ALTAMIR 2020 Universal Registration Document 183
5.4 REFERENCE TO HISTORICAL FINANCIAL
STATEMENTS
Pursuant to Article 19 of EC regulation 2017/2019, the following information is included by reference in this Universal Registration
Document:
l stautory and consolidated financial statements and the corresponding auditors' reports appearing on pages 110-140 and
141-159 of the 2019 Universal Registration Document filed with the AMF on 7 April 2020 under number D20-0268;
l statutory and consolidated financial statements and the corresponding auditors' reports appearing on pages 134-146,
106-129, 147 and 130 of the 2018 Universal Registration Document filed with the AMF on 10 April 2019 under number D19-0303.
Supplementary information
Reference to historical statements
5
ALTAMIR 2020 Universal Registration Document184
5.5 CROSS REFERENCE INDEX
5.5.1 UNIVERSAL REGISTRATION DOCUMENT
To assist the reader of this Universal Registration Document, the cross reference table presented below can be used to identify
the main information required by Appendices 1 and 2 of Commission Delegated Regulation 2019/980 of 14 March 2019.
New URD
references SECTIONS/CATEGORIES Reference Pages
1 RESPONSIBLE PERSONS, INFORMATION FROM THIRD PARTIES,
EXPERT OPINIONS AND APPROVAL OF THE COMPETENT AUTHORITY
1.1 Persons responsible for the information 5.1 180
1.2 Certification of the persons responsible for the document 5.1 180
1.3 Expert’s report N/A
1.4 Other certifications of information from third parties N/A
1.5 Statement of approval of the document N/A
2 STATUTORY AUDITORS
2.1 Address 5.2 181
2.2 Changes N/A
3 RISK FACTORS
3.1 Description of significant risks 1.6 82
4 INFORMATION ABOUT THE ISSUER
4.1 Legal and corporate name 4.4 173
4.2 Companies register number (RCS) and Legal Entity Identifier (LEI) 4.4 173, 174
4.3 Date founded and duration 4.4 173
4.4 Registered oce – legal form – applicable legislation – website – other 4.4 173
5 BUSINESS OVERVIEW
5.1 Principal activities
5.1.1 Nature of operations and principal activities Information on the Company’s
business activities
52
5.1.2 New products and/or services N/A
5.2 Principal markets 1.3.1 52
5.3 Important events 1.4 70
5.4 Strategy and financial and non-financial objectives 1.3.6 59
5.5 Degree of dependence N/A
5.6 Competitive position 1.3.1 52
5.7 Investments
5.7.1 Significant investments realised 1.2.4, 1.2.5 26, 51
5.7.2 Significant investments in progress or firm commitments 1.4.2 70
5.7.3 Significant joint ventures and investments N/A
5.7.4 Environmental impact of the use of property, plant and equipment N/A
6 ORGANISATIONAL STRUCTURE
6.1 Brief description of the Group/Organisation chart 1.2.2 22
6.2 List of major subsidiaries 3.5 158
7 FINANCIAL CONDITION AND RESULTS
7.1 Financial position
7.1.1 Presentation of the development and results of activities 1.4.1, 1.4.2 70
7.1.2 Future development and research & development activities N/A
7.2 Operating income 3.1 108
7.2.1 Significant factors 1.4 70
7.2.2 Significant changes in net revenue or net income N /A
Supplementary information
Cross reference index
5
ALTAMIR 2020 Universal Registration Document 185
New URD
references SECTIONS/CATEGORIES Reference Pages
8 CASH, CASH EQUIVALENTS AND EQUITY CAPITAL
8.1 Issuer's capital 4.1 160
8.2 Cash flow 3.1.5 111
8.3 Borrowing requirements and financing structure 3.1.6 114
8.4 Restriction on use of capital N /A
8.5 Expected sources of financing 1.3.4 57
9 REGULATORY ENVIRONMENT
9.1 Description of regulatory environment and impact from external factors N/A
10 TRENDS
10.1 a) Recent principal trends 1.4.5 72
b) Significant changes in the Group’s financial performance since the end
of the financial year
1.4.4 72
10.2 Events that are likely to have a material impact on prospects 1.4.4 72
11 PROJECTED OR ESTIMATED EARNINGS
11.1 Projected or estimated earnings for the current year N /A
11.2 Principal assumptions 1.4.6 72
11.3 Certification of the projected or estimated earnings N/A
12 MANAGEMENT AND GOVERNING BODIES
12.1 Information about the members of the Company’s management and
governing bodies
2.1 88
12.2 Conflicts of interest 2.1.2, 2.1.6 90, 98
13 REMUNERATION AND BENEFITS
13.1 Remuneration and benefits paid or granted 2.2 100
13.2 Provisions for retirement, pension or similar benefits N/A
14 OPERATION OF MANAGEMENT AND GOVERNING BODIES
14.1 Length of appointments 2.1.5 97
14.2 Service contracts 1.3.8 62
14.3 Committees 2.1.3 90
14.4 Compliance with the corporate governance regime 2 88
14.5 Potential material impact on corporate governance and future changes thereto N/A
15 EMPLOYEES
15.1 Breakdown of employees N/A
15.2 Profit-sharing and stock options 4.1.3 162
15.3 Employee shareholding agreements N /A
16 PRINCIPAL SHAREHOLDERS
16.1 Shareholders 4.2.1 165
16.2 Special voting rights 4.2.1 165
16.3 Control of the issuer 4.2.6 168
16.4 Shareholder agreements 4.2.5 168
17 TRANSACTIONS WITH RELATED PARTIES
17.1 Transaction details 4.5 176
18 FINANCIAL INFORMATION ABOUT THE ASSETS AND LIABILITIES,
FINANCIAL CONDITION AND EARNINGS OF THE ISSUER
18.1 Historical financial information
18.1.1 Audited historical financial information 3.1, 3.3 108-113,
139-141
18.1.2 Change of accounting reference date N/A
18.1.3 Accounting standards NOTE 3 116
18.1.4 Change of accounting framework NOTE 2 115
18.1.5 Minimum amount of audited financial information 3.1, 3.3 108-113,
139-141
Supplementary information
Cross reference index
5
ALTAMIR 2020 Universal Registration Document186
New URD
references SECTIONS/CATEGORIES Reference Pages
18.1.6 Consolidated financial statements 3.1 108
18.1.7 Date of most recent financial information Statutory financial statements
Statutory Auditors' report
on the statutory financial
statements
Consolidated financial
statements
Statutory Auditors' report
on the consolidated financial
statements
139
154
108
135
18.2 Interim and other financial information N/A
18.2.1 Quarterly or half-yearly financial information N/A
18.3 Auditing of historical annual financial information Statutory Auditors' report
on the statutory
financial statements
Statutory Auditors' report
on the consolidated
financial statements
18.3.1 Audit Report Statutory Auditors' report
on the statutory financial
statements
Statutory Auditors' report
on the consolidated
financial statements
18.3.2 Other audited information N/A
18.3.3 Unaudited financial information N/A
18.4 Pro forma financial information
18.4.1 Significant changes to the gross values N/A
18.5 Dividend policy
18.5.1 Description 1.1.6 18
18.5.2 Dividend per share 1.1.6 18
18.6 Legal and arbitration procedures 2.1.6 97
18.6.1 Significant procedures 2.1.6 97
18.7 Significant changes in the issuer’s financial condition 1.4.7 73
18.7.1 Significant changes since the end of the financial year N/A
19 SUPPLEMENTARY INFORMATION
19.1 Share capital
19.1.1 Amount of share capital issued 4.1.1 160
19.1.2 Shares not representing capital N /A
19.1.3 Treasury shares 4.1.4 162
19.1.4 Marketable securities N/A
19.1.5 Terms of acquisition rights and/or any obligation N/A
19.1.6 Option or agreement N/A
19.1.7 Historical share capital information 4.1.2 161
19.2 Memorandum and Articles of Association
19.2.1 Registration number and purpose 4.4 173
19.2.2 Classes of existing shares 4.4 173
19.2.3 Provisions impacting a change in control N/A
20 SIGNIFICANT CONTRACTS
20.1 Summary of each contract N/A
21 AVAILABLE DOCUMENTS
21.1 Statement on available documents 5.3 182
Supplementary information
Cross reference index
5
ALTAMIR 2020 Universal Registration Document 187
5.5.2 ANNUAL FINANCIAL REPORT AND REPORT OF THE MANAGEMENT COMPANY
The following cross-reference index for the annual financial report and the management report, which includes the principal
categories required by the French Commercial Code, refers to the pages of this Universal Registration Document.
Categories
Information
for Paragraphs Pages
1. Certification AFR § 5.1 180
2. Statutory financial statements AFR § 3.3 139
3. Consolidated financial statements AFR § 3.1 108
4. Statutory Auditors' report on the statutory financial statements AFR § 3.4 154
5. Statutory Auditors' report on the consolidated financial statements AFR § 3.2 135
6. Management report
6.1. Information on the Company’s business activities § 1.4 70
• Situation of the Company and the Group during the financial year under review, foreseeable
developments and significant events that have occurred since the close of the financial year
Art. L.232-1 II and V; Art. L.233-26 of the French Commercial Code
§ 1.4.2 70
• Company and Group business activities and income by business line
Art. L.233-6 of the French Commercial Code
§ 1.4.2 70
• Objective and comprehensive analysis of business developments, results and financial
condition (including indebtedness) of the Company and the Group
Art. L.225-100-1 of the French Commercial Code
AFR § 1.4.2 70
• Key financial and – if applicable – non-financial indicators for the Company and the Group
Art. L.225-100-1 of the French Commercial Code
AFR § 1.1 10
• Principal risks and uncertainties for the Company and the Group
Art. L.225-100-1 of the French Commercial Code
AFR § 1.6 82
• Internal control and risk management procedures relating to the preparation and processing
of the Company’s and the Group’s accounting and financial information
Art. L.225.100-1 of the French Commercial Code
§ 1.5 79
• Objective and policy for hedging transactions for which the Company and the Group
use hedge accounting
• Company and Group exposure to pricing, credit, liquidity and cash management risks
• Use of financial instruments by the Company and the Group
Art. L.225-100-1 of the French Commercial Code
AFR § 1.6 82
• Financial risks related to the eects of climate change and presentation of measures taken
by the Company and the Group to mitigate those risks (low carbon strategy)
Art. L.225-100-1 of the French Commercial Code
§ 1.6 N/A
• Research and development activity of the Company and the Group
Art. L.232-1 II and V; Art L.233-26 of the French Commercial Code
N/A N /A
• Branches
Art. L.232-1 II and V of the French Commercial Code
N/A N /A
6.2. Legal, financial and tax information about the Company
• Shareholders
Art. L.233-13 of the French Commercial Code
§ 4.2.1 165
• Names of controlled companies holding Altamir shares, and percentage of the shares
held by them
Art. L.233-13 of the French Commercial Code
N/A N /A
• Acquisition of significant interests during the year in companies with headquarters in France
Art. L.233-6 of the French Commercial Code
§ 1.4.12 78
• Cross shareholdings
Art. R.233-19 of the French Commercial Code
N/A N /A
• Purchase and disposal by the Company of its own shares (share repurchase)
Art. L.225-211 of the French Commercial Code
AFR § 4.1.4 162
• Status of investment by employees in the share capital
Art. L.225-102 of the French Commercial Code
N/A N /A
• Adjustments for securities giving access to the capital as a result of financial transactions
Art. R.228-91 of the French Commercial Code
N/A N /A
• Adjustments for securities giving access to the capital and stock options in the event
of share repurchases
Art. R.228.90 and R.225-138 of the French Commercial Code
N/A N/A
Supplementary information
Annual Financial Report and report of the Management Company
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ALTAMIR 2020 Universal Registration Document188
Categories
Information
for Paragraphs Pages
• Dividends distributed for the three prior years
Art. 243 bis of the French Tax Code
§ 2.4.2 104
• Non tax-deductible expenses and charges
Art. 223 quater of the French Tax Code
N/A N /A
• Financial injunctions or penalties for anti-competitive practices
Art. L.464-2 I, para. 5 of the French Commercial Code
N/A N /A
• Payment terms and breakdown of supplier and customer account balances
Art. L.441-6-1, D.441-4 of the French Commercial Code
§ 1.4.10 77
• Amount of intercompany loans
Art. L.511-6 of the French Monetary and Financial Code
N/A N /A
• Information related to the operation of a Seveso facility
(art. L.515-8C of the Environmental Code)
Art L.225-102-4, L.225-102-5 of the French Commercial Code
N/A N/A
• Vigilance Plan
Art. L.225-102-4, L.225-102-5 of the French Commercial Code
N/A N/A
6.3. Information on corporate ocers
• Summary of transactions on securities by persons exercising management responsibilities
and closely related persons
Art. L.621-18-2 of the French Monetary and Financial Code;
Art. 223-26 of the General Regulations of the French Financial Markets Authority (AMF)
§ 4.2.3 167
6.4. ESG information § 1.3.11 65
• Social and environmental consequences of the Company’s business, the Company’s
commitments to sustainable development and the circular economy, and measures to
combat discrimination and promote diversity
Art. L.225-102-1, paragraphs 5-8, R.225-104, R.225-105 and R.225-105-2-II of the French
Commercial Code
§ 1.3.11 65
Additional documents
Categories Paragraphs Pages
Report on payments to governments
Art. L.225-102-3 of the French Commercial Code
N/A N /A
Company results for each of the last five years
Art. R.225-102 of the French Commercial Code
§ 1.4.11 78
Report on corporate governance
Art. L.225-37-2 to L.225-37-5, L.225-68, L.226-10-1 of the French Commercial Code
§ 2 88
Supplementary information
Annual Financial Report and report of the Management Company
5
ALTAMIR 2020 Universal Registration Document 189
5.6 GLOSSARY
BUILD-UP
Acquisition carried out by a company taken over through an
LBO. It is intended to create a larger, more profitable group
by creating synergies, and one with a higher valuation for its
shareholders when it is subsequently sold.
BUSINESS PLAN
The Company’s strategic development plan for three to five
years, with a detailed action plan for marketing, competition,
products, techniques, production methods, investments,
manpower, IT, financing, etc.
BUYOUT FUND
A private equity fund that acquires majority interests in
established companies.
CARRIED INTEREST
Share of profit from performance returned to the fund
management company, calculated on the basis of a private
equity fund’s income and capital gains (usually 20%).
In Altamir's case, carried interest is equal to 20% of net gains
as per the Articles of Association, allocated as follows: 2%
is allocated to the general partner, and 18% to the Class B
shareholders, who are the members of the management
team. Since Altamir’s inception, carried interest has been
calculated based on adjusted statutory net income. This result
includes realised capital gains and unrealised capital losses
(impairment of securities) but does not include unrealised
capital gains, contrary to IFRS income, which is used to
determine Net Asset Value (NAV).
CLASS B SHARES
Class B shares are preferred shares allocated to members of
the Apax fund management team which entitle the holder to
a share in the Company’s performance, called carried interest.
CLOSING
Final step of a transaction, with the signing by all participants
(company officers and financial investors) of the legal
documentation (including any shareholders’ agreements) and
disbursement of funds.
CO-INVESTMENT
Direct investment in a company alongside a private equity
fund, with equivalent pricing, conditions and rights.
DEBT MULTIPLE
Ratio of a company’s debt to its EBITDA.
DISCOUNT
Shares of listed private equity companies often trade with a
discount to NAV, i.e. at a share price less than the NAV per
share. The discount is the dierence between the market
price and NAV per share, expressed as a percentage of NAV.
DIVIDENDS
The dividend is the remuneration paid to shareholders in
exchange for their investment in the company’s equity. It
is the portion of distributable income that, based on the
recommendation of the Supervisory Board and approval by
shareholders, is paid to each shareholder.
DUE DILIGENCE
All measures taken in the analysis and review of information
that allow the equity investor to make a judgement about the
business, financial condition, income, growth prospects and
organisation of the company being considered for acquisition.
EBIT
Earnings before interest and taxes.
EBITDA
Earnings before interest, taxes, depreciation and amortisation,
including amortisation of goodwill.
ENTERPRISE VALUE
The value of a company (enterprise value or EV) corresponds
to the market value of the industrial and commercial facilities.
It is equal to the sum of the market value of shareholders
equity (market capitalisation if the company is listed) and the
market value of net borrowings.
ESG
Environment, Social and Governance.
EVERGREEN
An evergreen structure is an investment company with an
unlimited duration, as opposed to private equity funds (FPCI)
that generally have a 10-year life.
EXIT
Sale of an investment to a company with strategic goals or to
a financial investor, or via an IPO.
Supplementary information
Glossary
5
ALTAMIR 2020 Universal Registration Document190
FAIR VALUE
Fair value is an accounting standard for valuing assets and
liabilities based on an appraisal of their market value.
FOLLOW-ON INVESTMENT
An additional investment in an existing portfolio company.
FPCI FUND
FPCI (fonds professionnel de capital investissement), or
private equity fund, is the new name for the former FCPR
(fonds commun de placement à risque). An FPCI is an
investment fund but not a legal entity. It is managed by a
management company, authorised by the French Financial
Market Authority (AMF), that acts, represents and makes
commitments on behalf and for the account of the FPCI. At
least 50% of its assets must be composed of unlisted shares.
FRANCE INVEST (EX-AFIC–ASSOCIATION FRANÇAISE DES
INVESTISSEURS POUR LA CROISSANCE)
Professional association established in 1984 that includes
nearly all of the private equity companies in France.
Its mission is to promote and develop private equity
investment by federating all the players in the marketplace
(www.afic-asso.fr).
FUND OF FUNDS
Private equity fund whose primary activity is investing in
other private equity funds. In this way, investors in funds of
funds can increase their level of diversification.
GAIN/LOSS ON SALE
A capital gain or loss on sale is the positive or negative
dierence between the amount received from the sale of a
security and its acquisition price.
GROWTH CAPITAL
Growth capital is a segment of private equity (like acquisition/
LBO transactions) aimed at financing companies that have
achieved a significant size and are profitable. The equity
investment, usually a minority interest, is intended to finance
the growth of the company.
HURDLE RATE
Minimum rate of return granted to private equity fund
investors, below which no carried interest is paid to the
private equity fund managers. In Altamir’s case, under its
investment policy implemented in 2011, the hurdle rate is 8%
for investments made via the Apax funds as well as for co-
investments made alongside these funds.
INTERNAL RATE OF RETURN (IRR)
Measures the annualised rate of return on invested capital.
It is used to evaluate the performance of private equity
transactions.
INTERNATIONAL PRIVATE EQUITY AND VENTURE CAPITAL
VALUATION GUIDELINES (IPEV)
Recommendations outlining best practices for valuing a
portfolio of private equity investments.
INVEST EUROPE (EX-EVCA–EUROPEAN PRIVATE EQUITY
& VENTURE CAPITAL ASSOCIATION)
European professional association of investors in private equity,
venture capital and infrastructure (www.investeurope.eu).
INVESTMENT MULTIPLE
Measures the performance of invested capital but unlike IRR
does not include a time factor and therefore complements
IRR very well in evaluating the quality of performance realised
by the equity investors.
IPO (INITIAL PUBLIC OFFERING)
An IPO is a financial transaction in which a company’s shares
are admitted to trading on a stock market. This public equity
oering allows a company to raise capital, increase its profile,
and tap the financial markets if necessary.
LBO (LEVERAGED BUYOUT)
Acquisition of a company by equity investors and the
executives of the acquired company. The financing package
comprises a relatively large proportion of debt (leverage),
which is to be repaid with future cash flows.
LEVERAGE
Multiplier eect on the return on equity resulting from the use
of external financing.
LIMITED PARTNERSHIP (LP)
A tax-transparent investment structure, mainly used by US
and UK managers, and which generally has a 10-year life. The
LP is managed by an independent management company, the
General Partner (GP). Its investors are Limited Partners (LPs)
who have limited liability. They are not involved in the day-to-
day management of the funds but regularly receive detailed
reports on the fund’s investments.
LTM
Last 12 months. Used to describe a financial indicator
specifically focused on that period.
Supplementary information
Glossary
5
ALTAMIR 2020 Universal Registration Document 191
MANAGEMENT FEES
Annual fees paid to the fund manager to cover the operating
and administrative costs of the fund, typically a percentage
of the committed amount of the fund.
NAV PER SHARE
NAV per share is the value of one ordinary share of the
Company’s shareholders’ equity, calculated in accordance
with IFRS for consolidated financial statements. It is
calculated by dividing the Company’s shareholders’ equity
by the total number of ordinary shares outstanding. NAV per
share is stated net of the amount attributable to the general
partner and to the holders of Class B shares, as well as the
carried interest provisions for the funds in which the Company
invests.
NAV TR (TOTAL RETURN)
NAV Total Return (NAV TR) measures the performance of
NAV including dividends. It is calculated assuming that the
dividend paid is reinvested in the company.
NET ASSET VALUE (NAV)
Net Asset Value is the most relevant financial indicator for
reviewing the Company's business activity. It corresponds to
shareholders’ equity, calculated in accordance with IFRS for
consolidated financial statements, i.e. the total value of assets
less liabilities. It is calculated by valuing investments based on
International Private Equity Valuation (IPEV) guidelines. NAV
includes unrealised capital gains and losses.
ORDINARY SHARES
Shares conferring the same rights (voting, preferential
subscription, dividends, etc.) to all holders, in proportion to
the amount of equity held.
PRIVATE EQUITY
Acquiring an ownership interest in companies that are
generally not listed. Private equity provides vital support for
an unlisted company throughout its existence. It finances
the start-up (venture capital), growth (growth capital), and
acquisition/LBO phases in the life of the company.
PRIVATE EQUITY FUND
Vehicle formed by investors for the purpose of making equity
investments and sharing in the resulting income.
PUBLIC-TO-PRIVATE (P-TO-P)
Transaction consisting of the repurchase of all shares of a
listed company with the intention of delisting.
REFINANCING
Transaction consisting of modifying a company’s debt
structure, most often to increase the level of debt and reduce
equity, so that a portion of investors’ initial outlay can be
returned to them.
SCA (SOCIÉTÉ EN COMMANDITE PAR ACTIONS OR FRENCH
PARTNERSHIP LIMITED BY SHARES)
The French partnership limited by shares allows for the
management and the ownership of a company to be
completely dissociated. The capital of an SCA is divided into
shares, but has two categories of shareholders:
l the limited partners who are shareholders and whose liability
is limited to the amount of their contribution (the SCA is
similar to a société anonyme or public limited company in
this regard);
l one or more general partners who are jointly and severally
liable for all of the Company’s debt. The Company’s
manager(s) are generally selected from among the general
partners, and the limited partners cannot become managers.
The Articles of Association detail the methods for appointing
current and future managers. The manager(s) has (have) the
broadest powers to act under any circumstances in the name
of the Company. They can be removed from oce only in
accordance with the provisions of the Articles of Association.
SCR (SOCIÉTÉ DE CAPITAL RISQUE
OR PRIVATE EQUITY COMPANY)
Altamir elected the SCR status from inception. This status
provides it with a specific legal and tax framework, adapted
to its corporate objective, which is the management of
a securities portfolio. The SCR status imposes certain
requirements; chiefly that:
l at least 50% of the net assets must be composed of equity
securities (or give access to equity) issued by companies
not listed on a stock exchange, whose registered oce is
located in a European Union Member State, Norway, Iceland
or Liechtenstein;
l the Company’s borrowings may not exceed 10% of net
statutory shareholders’ equity.
In exchange for the requirements related to this status, the
SCR benefits from advantageous tax treatment. Likewise,
investors in SCRs benefit from favourable tax treatment,
under certain conditions.
SPIN-OFF
Creation of a new company that is legally and financially
independent from its original group.
SUBSCRIPTION COMMITMENT
Equity that each investor in a private equity fund agrees to
commit over the term of a fund, and which will be called as
and when investments are made.
Supplementary information
Glossary
5
ALTAMIR 2020 Universal Registration Document192
TOTAL SHAREHOLDER RETURN (TSR)
TSR is the rate of return on a share over a given period,
including dividends and any realised capital gains.
UPLIFT
Positive dierence between the sale price of an investment
and the amount at which it was valued by the manager of the
fund before the sale.
VALUATION MULTIPLES
Ratio of a company’s enterprise value to its EBITDA.
WARRANTS
A warrant issued by a company gives the right to subscribe
to new shares of the company.
YIELD
The annual dividend received per share, expressed as a
percentage of the stock market price.
Supplementary information
Glossary
Design and editing: SEITOSEI
English version: Trafine SAS
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1, rue Paul Cézanne - 75008 Paris - France
Tel.: +33 (0)1 53 65 01 00 - Email: investors@altamir.fr
www.altamir.fr
Partenership limited by shares
(“Société en Commandite par Actions”)
RCS Paris B 390 965 895