Altamir - Registration Document 2016

1

FINANCIAL AND LEGAL INFORMATION

Risk factors

C) LEGAL AND TAX RISKS

Nature of the risk

Risk mitigation

1) Risks related to the status of partnership limited by shares (SCA)

Altamir Gérance is the general partner of Altamir. Altamir Gérance, which is also Altamir’s Management Company, is controlled by Maurice Tchenio, the founder and Chairman and CEO of Apax Partners SA. The Management Company of Altamir has the broadest powers to act under any circumstances in the name of the Company. Moreover, legislation applicable to partnerships limited by shares and Altamir’s Articles of Association states that the Management Company can be removed only by decision of the general partner ( i.e. itself) or the commercial court for a legitimate cause at the request of any partner or the Company. As a result, it would be virtually impossible for the shareholders of Altamir (even an overwhelming majority) to terminate the activities of Altamir Gérance against its will. Altamir is linked to Apax Partners SA by an investment advisory services contract. Given Altamir’s status as a partnership limited by shares, and given that Maurice Tchenio and the other partners of Apax Partners SA together hold, directly and indirectly, almost all the capital of Altamir Gérance SA, the general partner and Manager of the Company, it would in practice be virtually impossible for the shareholders of the Company to terminate this contract and the co-investment agreement – as long as they remain valid – without the approval of Altamir Gérance. Altamir opted for the status of SCR ( société de capital risque ) with the sole purpose of managing a portfolio of marketable securities and unlisted shares. In this respect, it benefits from a favourable tax status. 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 Partners MidMarket and Altamir respond to the eligibility criteria set forth in these provisions, Altamir cannot guarantee that it will not 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, a significant portion of the investments made by Apax Partners LLP are not eligible for these quotas since they are outside Europe. 2) Risks related to the legal and tax treatment of SCRs

The procedures described throughout the Registration Document, as well as the control exercised by the Audit Committee, representing the Supervisory Board, mean that the Management Company is not in a position to abuse control.

The Supervisory Board, aided by the Audit Committee, reviews Altamir’s performance, and by extension the contribution of Apax Partners SA, every quarter. The Board of Altamir Gérance also reviews Altamir’s performance. Maurice Tchenio holds 28% of the Company’s equity. His interests and those of the Company’s shareholders are perfectly aligned.

Altamir takes this factor into account when defining its commitments to funds managed by Apax Partners MidMarket and Apax Partners LLP.

72 REGISTRATION DOCUMENT 1 ALTAMIR 2016

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