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FINANCIAL AND LEGAL INFORMATION
1
Business description
As of 31 December 2016, the Apax France VII fund was fully
invested and can therefore make no new investments. However,
it may be required to make follow-on investments in existing
portfolio companies. The Company therefore also has a residual
commitment to co-invest its share, estimated to be in the region
of €2m.
SINCE 2011
Investment
via
the funds managed by Apax
Partners MidMarket, the first being the Apax
France VIII fund, raised in 2011
At the end of 2010, as part of the Company’s long-standing
succession planning, Maurice Tchenio, the founder of Apax
Partners SA, transferred responsibility for the future development
of Apax Partners France to his partners, under the supervision
of Eddie Misrahi. Accordingly, a newmanagement company was
created: Apax Partners MidMarket SAS, approved by the AMF
(Autorité des Marchés Financiers).
Thus, for the first time since Altamir was launched, decision-
makingpower forAltamirGéranceand themanagement company
of theApax France VIII private equity fundwere no longer vested
with the same person.
Consequently, it was decided that Altamir would now invest
through the Apax France VIII fund rather than 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
to 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 the
FranceVIII fund, Altamir determined theminimumandmaximum
amounts that itwanted to invest in the fund. As in thepast, 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
whichAltamir is the only investor. All other investors are grouped
in the fundcalled “ApaxFranceVIII-A”. The fundoperates in such a
way as toenableAltamir to recognise capital gains ondivestments
in its income statement as soon as they are realised, thereby
ensuring maximum accounting transparency without penalising
the Company’s ability to pay dividends.
Shareholders approved the changes to theArticles of Association
resulting fromthesenewprocedures at their 29April 2009General
Meeting. Since 2011, Altamir has investeddirectly in the FPCI Apax
FranceVIII-B. All measures have been taken to ensure that there is
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.
Newamendments to theArticles of Associationwere approvedby
shareholders at their 29 March 2012 Combined General Meeting.
The purpose of these new amendments is to extend the modus
operandi to future funds or entities managed by Apax Partners
MidMarket as well as those advised by Apax Partners LLP.
The total subscription of the Company in Apax France VIII-B
was €277m. In 2016, Altamir committed between €226m and
€306m to Apax France IX, the new fund raised by Apax Partners
MidMarket. This amount can be adjusted every sixmonths based
on the Company’s foreseeable cash position.
Investment
via
funds managed by Apax Partners
LLP, the first being Apax VIII LP, raised in 2012
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 France 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 (Brazil, China,
India), relying on its well-staffed team of 100 experienced
professionals distributed across its eight offices worldwide.
Apax Partners LLP carries out its LBO and growth capital
transactions on larger companies: €1-5bn in enterprise value,
vs.
€100m-€1bn for Apax Partners France;
iii.
capitaliseontheperformanceof twomanagement companies
(Apax Partners LLP and Apax Partners MidMarket) that are
leaders in their respective markets.
In 2012, Altamir made a commitment to invest €60m in the Apax
VIII LP fund, which is advised by Apax Partners LLP. In 2016, the
Company made a commitment to invest €138m in the Apax IX
LP fund.
Thehalf-yearlyadjustmentmechanismdoes not apply toAltamir’s
investment in this fund.
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
wish to commit out of their own capital, the funds’ investors are
inmost cases invited to co-invest in the newportfolio companies,
should they wish to. In the interest of optimising its treasury
management, Altamir has informed the two management
companies, Apax Partners MidMarket 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.
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REGISTRATION DOCUMENT
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ALTAMIR 2016