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FINANCIAL AND LEGAL INFORMATION
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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.
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.
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.
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.
2) Risks related to the legal and tax treatment of SCRs
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.
Altamir takes this factor into account when defining its
commitments to funds managed by Apax Partners MidMarket
and Apax Partners LLP.
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REGISTRATION DOCUMENT
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ALTAMIR 2016