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FINANCIAL AND LEGAL INFORMATION
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Business description
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 or co-invest in a fund, or exit an investment,
Altamir has recourse to the services of ApaxPartners SA, as stated
in the investment advisory agreement and the co-investment
charter below.
After the proposals have been studied by its team, Apax
Partners SA’s investment committee, composed of Maurice
Tchenio and Patrick de Giovanni, formulates recommendations
for Altamir Gérance.
INVESTMENT ADVISORY AGREEMENT
Altamir Gérance, the Company’s Management Company, signed
an agreement with Apax Partners SA on 2 January 1996 under
which Apax Partners SA furnished to Altamir Gérance the
investment advisory services inherent in managing a private
equity portfolio.
This contract was terminated on 30 November 2006, at which
time a new, similar investment services agreement was executed
between Altamir and Apax Partners SA directly.
Under this subsequent agreement, authorised by the Company’s
Supervisory Board at its 12 October 2006 meeting, Apax
Partners SA provides the following services directly to Altamir,
rather than to its Management Company as previously:
advice on investment and divestment activities:
investment anddivestment of assets heldalongside theApax
Funds,
allocation of assets in order to make subscription
commitments inApax Funds and to size these commitments
as a function of forecast cash flows,
co-investments alongside the Apax Funds to optimise
portfolio performance;
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;
advice on valuations:
calculating the value of directly held investments,
reviewing the valuations applied by the funds in which
Altamir has invested,
advice on cash management and negotiation of credit lines.
Payment under the agreement is equal to95%of the remuneration
due to the Management Company under the Articles of
Association. Owing to the amendment to the Rules of Procedure
adopted by shareholders at their 30 November 2006 meeting,
all amounts paid by Altamir to Apax Partners SA under this
contract are subtracted from the remuneration allocated to the
Management Company.
An amendment to the 30 November 2006 investment advisory
agreement betweenApax Partners SAandAltamir was approved
by the Supervisory Board on 5 March 2013. The purpose of this
amendment, which took effect as of 1 January 2013, is to put
the investment advisory agreement on the same footing as the
new wording of Article 17 of the Articles of Association, which
shareholders approved at their Special General Meeting of
29 March 2012. Under Article 17, the nominal value of shares held
by Altamir not only in the Apax France VIII-B fund but also in
all other Apax entities is now excluded from the basis used to
calculate Apax Partners SA’s remuneration.
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 2016, the investment advisory agreement covered the following
transactions:
i)
investments and commitments:
subscription commitment of €220m-€300m in the Apax
France IX fund,
subscription commitment of €138m in the Apax IX LP fund,
co-investment in Marlink,
co-investment in InfoVista,
follow-on co-investment in Snacks Développement,
study of other co-investments that were not undertaken;
ii)
divestments:
sale of InfoPro Digital,
sale of Capio,
partial sale of Gfi Informatique,
sale of Unilabs,
planned IPO of Alain Afflelou;
iii)
value creation:
participation in the Board meetings of portfolio companies,
THOM Europe’s acquisition of Stroili, the leading Italian
jewellery andwatches retailer, and of theOroVivo subsidiary
in Germany,
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REGISTRATION DOCUMENT
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ALTAMIR 2016