MML CAPITAL EUROPE V S.A. Société Anonyme

Transcription

1 MML CAPITAL OPE V S.A. Société Anonyme ANNUAL ACCOUNTS (WITH THE REPORT OF THE RÉVIS D'ENTREPRISES AGRÉÉ THEREIN) 7, rue Lou Hemmer, L1748 Luxembourg Findel, Luxembourg R.C.S. Luxembourg: B

2 MML CAPITAL OPE V S.A. TABLE OF CONTENTS Pages Organisation 1 Report of Réviseur d'entreprises Agréé 2 3 Balance sheet 4 5 Profit and loss account 6 8 Notes to the annual accounts 9 22

3 MML CAPITAL OPE V S.A. ORGANISATION BOARD OF DIRECTORS: A. J. Bermingham (appointed 5 December 2013, resigned 8 February 2016) A. Jager (appointed 5 December 2013) A. Demmel (appointed 5 December 2013, resigned 11 August 2014) D. Bleyer (appointed 11 August 2014, resigned 10 June 2015) E. Leenders (appointed 10 June 2015) A. F. Ross (appointed 8 February 2016) ADMINISTRATIVE SERVICES: Aztec Financial Services (Luxembourg) S.A. 7, rue Lou Hemmer 1748 Luxembourg Findel Luxembourg REGISTERED OFFICE: 7, rue Lou Hemmer L1748 Luxembourg Findel Luxembourg RÉVIS D'ENTREPRISES AGRÉÉ: KPMG Luxembourg, Société coopérative 39, Avenue John F. Kennedy L1855 Luxembourg 1

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6 Annual Accounts Helpdesk : Tel. : (+352) centralebilans@statec.etat.lu DQJJPHP T _001 RCSL Nr. : B Matricule : ABRIDGED BALANCE SHEET ecdf entry date : Page 1/2 Financial year from 01 01/01/2014 to 02 31/12/2014 (in 03 ) MML Capital Europe V S.A. 7, rue Lou Hemmer L1748 LuxembourgFindel ASSETS Reference(s) Current year Previous year A. Subscribed capital unpaid I. Subscribed capital not called II. Subscribed capital called but unpaid B. Formation expenses C. Fixed assets , ,00 I. Intangible fixed assets II. Tangible fixed assets III. Financial fixed assets , ,00 D. Current assets , ,00 I. Inventories II. Debtors , ,00 a) becoming due and payable within one year , ,00 III. IV. b) becoming due and payable after more than one year , ,00 Transferable securities and other financial instruments Cash at bank, cash in postal cheque accounts, cheques and cash in hand , ,00 E. Prepayments TOTAL (ASSETS) , ,00 The notes in the annex form an integral part of the annual accounts

7 DQJJPHP T _001 RCSL Nr. : B Matricule : Page 2/2 LIABILITIES Reference(s) Current year Previous year A. Capital and reserves , ,00 I. Subscribed capital , ,00 II. Share premium and similar premiums , III. Revaluation reserves IV. Reserves V. Profit or loss brought forward , ,00 VI. Profit or loss for the financial year , ,00 VII. Interim dividends VIII. Capital investment subsidies IX. Temporarily not taxable capital gains B. Subordinated debts a) becoming due and payable within one year b) becoming due and payable after more than one year C. Provisions D. Non subordinated debts , ,00 a) becoming due and payable within one year , ,00 b) becoming due and payable after more than one year , ,00 E. Deferred income TOTAL (LIABILITIES) , ,00 The notes in the annex form an integral part of the annual accounts

8 Annual Accounts Helpdesk : Tel. : (+352) centralebilans@statec.etat.lu DQJJPHP T _001 RCSL Nr. : B Matricule : ecdf entry date : ABRIDGED PROFIT AND LOSS ACCOUNT Page 1/3 Financial year from 01 01/01/2014 to 02 31/12/2014 (in 03 ) MML Capital Europe V S.A. 7, rue Lou Hemmer L1748 LuxembourgFindel A. CHARGES Reference(s) Current year Previous year 1. to 2. Gross loss (less B.1 to B.3 and B.5) , ,00 3. Staff costs a) Salaries and wages b) Social security on salaries and wages c) Supplementary pension costs d) Other social costs Value adjustments a) on formation expenses and on tangible and intangible fixed assets b) on current assets Other operating charges ,00 6. Value adjustments and fair value adjustments on financial fixed assets ,00 7. Value adjustments and fair value adjustments on financial current assets. Loss on disposal of transferable securities Interest and other financial charges , ,00 a) concerning affiliated undertakings , ,00 b) other interest and similar financial charges , ,00 9. Share of losses of undertakings accounted for under the equity method The notes in the annex form an integral part of the annual accounts

9 DQJJPHP T _001 RCSL Nr. : B Matricule : Page 2/3 Reference(s) Current year Previous year 10. Extraordinary charges Income tax , , Other taxes not included in the previous caption , , Profit for the financial year , ,00 TOTAL CHARGES , ,00 The notes in the annex form an integral part of the annual accounts

10 DQJJPHP T _001 RCSL Nr. : B Matricule : Page 3/3 B. INCOME Reference(s) Current year Previous year 1. to 3. and 5. Gross profit (less A.1 and A.2) Reversal of value adjustments a) on formation expenses and on tangible and intangible fixed assets b) on current assets Income from financial fixed assets , a) derived from affiliated undertakings b) other income from participating interests , Income from financial current assets a) derived from affiliated undertakings b) other income from financial current assets Other interest and other financial income , ,00 a) derived from affiliated undertakings b) other interest and similar financial income , ,00 9. Share of profits of undertakings accounted for under the equity method Extraordinary income , , Loss for the financial year , ,00 TOTAL INCOME , ,00 The notes in the annex form an integral part of the annual accounts

11 MML CAPITAL OPE V S.A. NOTES TO THE ANNUAL ACCOUNTS 1. General Information MML Capital Europe V S.A. (hereafter the ''Company'') was incorporated on 15 December 2010 and is organised under the laws of Luxembourg as a Société Anonyme for an unlimited period. The Company has its registered office at 7, Rue Lou Hemmer, L1748 LuxembourgFindel and is registered at the Luxembourg Commercial Register under number B The Company's financial year starts on 1 January and ends on 31 December of each year. The object of the Company is the acquisition of participations in any form whatsoever, by purchase, exchange or in any other manner, in other companies Luxembourg or foreign as well as management, control, the development of these participations. The Company can also carry out the transfer of these participations by means of sale, exchange or differently. The Company can acquire, develop, hold investment properties and the sale of some or part of these properties as part of the orderly management of the investment, promotion, sale, management and/or lease of immovable properties either in the Grand Duchy of Luxembourg or abroad as well as all operations relating to immovable properties, including the direct or indirect holding of participation in Luxembourg or foreign companies, the principal object of which is the acquisition, development, promotion, sale, management and/or lease of immovable properties. The Company can also acquire and develop all patents, trademarks and other intellectual and immaterial right as well as all other attached rights or rights able to supplement them. The Company can, in accordance with the provisions of the law, borrow in any form and in particular by way of bond issue, convertible or not, of bank loan or partner's current account, and grant to other companies in which it has or not direct or indirect participating interests, any support, loans, advances or guarantees. Moreover, the Company can be interested in all transferable securities, cash deposits, treasury certificates, and any other form of placement, in particular actions, obligations, options or warrants, to acquire them by purchase, subscription or any manner, to sell them or exchange them. The Company may enter into any guarantee, pledge or any other form of security or assistance, whether by personal covenant or by mortgage or charge upon all or part of the property or any other assets (present or future) of the undertaking or by all or any of such methods, for the performance of any contracts or obligations of the Company and of any of its affiliated or group companies or entity in which the Company has an interest or any such other entity as the Company deems fit, or any director, manager or other agent of the Company or any of its affiliated or group companies or such other entity as it deems fit. It may carry out all industrial, commercial, financial personal or real estate transactions which are directly or indirectly in connection, in whole or part, with its social object. 9

12 MML CAPITAL OPE V S.A. 1. General Information (continued) It can carry out its object directly or indirectly in proper name or on third's behalf, sole or in association by carrying out all operations likely to support the aforementioned object or the object of the companies in which the Company holds interests. Generally, it may take any controlling or supervisory measures and carry out any operations which it may deem useful in the accomplishment of its purpose; it will also be able to hold mandates of administration of other Luxembourg or foreign companies, remunerated or not. The Company is included in the consolidated accounts of MML Capital Partners Fund V L.P., a company registered at 1115 Seaton Place, St Helier, Jersey, JE40QH, whose consolidated accounts are available at its registered office. 2. Summary of significant accounting policies 2.1 Basis of preparation The annual accounts have been prepared in accordance with Luxembourg legal and regulatory requirements under the historical cost convention. Accounting policies and valuation rules are, besides the ones laid down by the Law of 19 December 2002, as amended, determined and applied by the Board of Directors. The preparation of the annual accounts requires the use of certain critical accounting estimates. It also requires the Board of Directors to exercise their judgement in the process of applying the accounting policies. Changes in assumptions may have significant impact on the annual accounts in the year in which the assumption changed. The Board of Directors believes that the underlying assumptions are appropriate and that the annual accounts therefore present the financial position and results fairly. The Company makes estimates and assumptions that affect the reported amounts of assets and liabilities in the next financial year. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. 2.2 Significant accounting policies The main valuation rules applied by the Company are the following: Formation expenses The formation expenses of the Company are directly charged to the profit and loss account in the year in which they are incurred. 10

13 MML CAPITAL OPE V S.A. 2. Summary of significant accounting policies (continued) Financial fixed assets Shares in undertakings with which the undertaking is linked by virtue of participating interests are valued at purchase price including the expenses incidental thereto. Loans and claims held as fixed assets are stated at their nominal value. In case of a durable depreciation in value according to the opinion of the Board of Directors, value adjustments are made in respect of financial fixed assets, so that they are valued at the lower figure to be attributed to them at the balance sheet date. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply Debtors Debtors are valued at their nominal value. They are subject to value adjustments where their recovery is compromised. These value adjustments are not continued if the reason for which the value adjustments were made have ceased to apply Foreign currency translation The Company maintains its books and records in and its annual accounts are expressed in this currency. Transactions expressed in currencies other than are translated into at the exchange rate effective at the time of the transaction. Financial fixed assets expressed in currencies other than are translated into at the exchange rate effective at the time of the transaction. At the balance sheet date, these assets remain translated at historical exchange rates. Cash at bank is translated at the exchange rate effective at the balance sheet date. Exchange losses and gains are recorded in the profit and loss account for the year. Other assets and liabilities are translated separately respectively at the lower or at the higher of the value converted at the historical exchange rate or the value determined on the basis of the exchange rate effective at the balance sheet date. The unrealised losses are recorded in the profit and loss account. The exchange gains are recorded in the profit and loss account at the moment of their realisation. Where there is an economic link between an asset and a liability, these are valued in total according to the method described above and the net unrealized loss is recorded in the profit and loss account whereas the net unrealised exchange gains are not recognised Debts Debts are recorded at their reimbursement value. 11

14 MML CAPITAL OPE V S.A. 3. Financial fixed assets The movements for the year are as follows: Gross book value opening balance Shares in undertakings with which the undertaking is linked by virtue of participating interests Loans and claims held as fixed assets Total 801,614 84,971,454 85,773,068 Additions during the year Disposals during the year 2,705,084 (801,614) 44,505,141 (3,015,674) 47,210,225 (3,817,288) Gross book value closing balance 2,705, ,460, ,166,005 Value adjustment opening balance (408,873) Reversal for the year 408,873 (408,873) 408,873 Value adjustment closing balance Net book value closing balance 2,705, ,460, ,166,005 Net book value opening balance 392,741 84,971,454 85,364,195 a) Shares in undertakings with which the undertaking is linked by virtue of participating interests On 7 August 2014, the Company received an amount of 487,677 (USD 651,927) which was held by MTIG Limited in an escrow account released in As a result, a gain on disposal of 94,936 was recognised (Note 13). In July 2014, the Company acquired 2,676,206 D cumulative redeemable preference shares of 1 each in Rub Edibrac Holdings Ltd (hereafter "ATA Group") for an acquisition cost of 2,705,084 which represents 100% of the D cumulative preference shares issued by ATA Group. The cost of 28,878 incurred on the acquisition was capitalised with the investments. These shares do not carry any voting rights. 12

15 MML CAPITAL OPE V S.A. 3. Financial fixed assets (continued) b) Loans and claims held as fixed assets Secured series A Loan Notes (AES) Principal PIK Secured A1 Loan Stock (Instant) Unsecured series A Loan Notes (ATA Group) 16,673, Secured series A Loan Notes (Tournus) Loan Notes (Optionis) Subordinated secured Loan Notes (Lomond) Subordinated secured Loan Notes (Clean) Convertible bonds (Nactis) Ordinary bonds (Nactis) CCY GBP GBP GBP 6,737,000 GBP GBP GBP Nominal amount in CCY 17,449,373 4,493,339 14,080,911 13,149,566 8,922,000 15,980,000 2,000,018 4,999,996 Maturity Interest 9.5% 10% 12% % % % 10% 11.75% 11.75% Nominal Nominal amount and amount and accrued accrued interest interest 31 December 31 December ,892,301 20,121,781 5,529,469 3,330,466 18,402,620 17,857,780 20,131,374 15,586,181 18,549,431 2,000,018 4,999,996 18,374,996 6,737,000 6,737,000 11,871,649 20,310, ,460,921 84,971,454 Secured series A Loan Notes (AES) On 11 July 2014, the Company acquired additional 770,520 (GBP 611,864) secured series A loan notes in AES Arena Event Services Holdings Ltd ("AES Loan Notes"). The instruments are secured by a mortgage over the assets, property and undertaking of the debtor pursuant to a debenture dated 7 February 2012, as subsequently amended on 11 July Secured A1 Loan Stock (Instant) The increase on the secured A1 loan stock with Instant Offices (Bidco) Ltd ("Instant Loan Stock") is explained by the PIK interest accrued and capitalised on a quarterly basis. The instruments are secured by a mortgage on all the land owned by the debtor, and over the fixed and floating charges over a range of assets of the debtor. Unsecured series A Loan Notes (ATA Group) During 2014, the unsecured series A loan notes with ATA Group ("ATA Loan Notes") were increased by 1,808,801 being interest accrued and capitalised during The Company sold 50,000 of the ATA Loan Notes to a third party together with accrued interests linked to these loan notes of 2,

16 MML CAPITAL OPE V S.A. 3. Financial fixed assets (continued) Secured series A Loan Notes (Tournus) The secured series A loan notes with Tournus Expansion S.A.S. ("Tournus Loan Notes") can be converted into shares of Tournus. These are pledged on the shares owned by the debtor in its underlying entities. The loan notes bear an interest at a rate of 4% p.a.. At the maturity date, if the loan notes have not been converted into shares of Tournus, the Company is entitled to receive a return of 10%. However, during 2014, the Board of Directors decided to apply an interest rate of 10%, by considering the nonconversion premium interest margin of 6% on the belief as of 31 December 2014 that the loan notes will not be converted into shares at maturity. Loan Notes (Optionis) On 30 May 2014, the Company redeemed part of the secured series A loan notes in Optionis Bidco Limited ("Optionis Loan Notes") for a total consideration of 2,963,250 (GBP 2,500,000). The loan notes were redeemed at the nominal value, resulting in a foreign exchange gain of 111,500. The instruments are secured by a debenture issued by the debtor. Subordinated secured Loan Notes (Lomond) On 31 July 2014, the Company acquired 11,291,683 (GBP 8,922,000), 12% fixed rate subordinated secured loan notes in Lomond Capital No. 1 Limited ("Lomond Loan Notes"). The interest is accrued half yearly in arrears on 30 June and 31 December, with the total value of 579,966 (GBP 451,722) capitalised as at 31 December The instruments are secured by a debenture issued by the debtor and any other security. Subordinated secured Loan Notes (Clean) On 12 December 2014, the Company acquired 20,203,514 (GBP 15,980,000), series A 10% fixed rate subordinated secured loan notes in Clean Viking Bidco Limited ("Clean Loan Notes"). The interest is accrued and capitalised annually on 31 December, with the total value of 106,799 (GBP 83,184) capitalised as at 31 December The instruments are secured by a debenture issued by the debtor. Convertible bonds/ Ordinary bonds (Nactis) On 20 November 2014, the Company acquired 60,939 convertible bonds of each and 152,346 ordinary bonds in Nactis Flavours S.A. ("Nactis bonds") for a total consideration of 7,000,014. The convertible bonds bear a cash interest at a rate of 5% p.a. which is capitalised in arrears on 20 May and on 20 November and a PIK interest at a rate of 6.75% which is capitalised in arrears on 20 May and on 20 November. The ordinary bonds bear a cash interest at a rate of 5% p.a. which is payable in arrears on 20 May and on 20 November and not capitalised and a PIK interest at a rate of 6.75% which is capitalised in arrears on 20 May and on 20 November. The convertible bonds benefit from a conversion right of one bond into one ordinary share. The Board of Directors is of the opinion that the value of each investment is above the book value and therefore no value adjustment is recorded in the annual accounts of the Company. 14

17 MML CAPITAL OPE V S.A. 4. Debtors a) becoming due and payable within one year CCY Amount in CCY 31 December 31 December Accrued interest Instant Loan Stock Accrued interesttournus Loan Notes Accrued interest Optionis Loan Notes Accrued interest Nactis bonds Receivables from bondholder Tax receivables VAT receivables Other trade receivables GBP GBP 248, ,008 1,772,445 92,391 3,210 3,618 8, , , , ,605 2,275,642 86,401 92,391 5,129,432 1,665,246 3,210 3,618 8,623 8,472,412 2,315,949 b) becoming due and payable after more than one year Yield on preference shares ATA Group 284, ,025 8,756,437 2,315,949 The receivables of 5,129,432 relates to cash paid to the bondholder on the Series 2 bonds for 2,181,955 (USD 2,876,065) and Series 7 bonds for 2,947,477 (GBP 2,475,000) which were formalised during 2015 (Note 9). The receivables of 284,025 consists of the compounded preference dividend of 211,579 acquired in July 2014 when the D cumulative redeemable preference shares were acquired (Note 3(a)) and a dividend of 72,446 accrued during 2014 (Note 13). The dividend is fixed at 5% p.a. of the issue price calculated on 30 June and 31 December in each year, which shall be compounded quarterly and paid on the date of the redemption of the shares. 5. Subscribed capital The subscribed capital amounts to 1,000,000 and is divided into 8,000 shares with a nominal value of 125 each. 6. Share premium and similar premiums The movements on the "Share premium and similar premiums" item during the year are as follows: Opening balance Movements during the year Closing balance 31 December , ,362 On 8 January 2016, the sole shareholder resolved with retroactive effect on 31 December 2014 to make a capital contribution without issuance of shares to the Company for a total amount of 483,

18 MML CAPITAL OPE V S.A. 7. Legal reserve The Company is required to allocate a minimum of 5% of its annual net income to a legal reserve, until this reserve equals 10% of the subscribed share capital. This reserve may not be distributed. The appropriation of legal reserve (if any) is effected after approval at the general meeting of the sole shareholder. 8. Movements for the year on the reserves and profit and loss items As at 31 December 2013 Allocation of previous year's result Loss for the financial year As at 31 December Non subordinated debts Profit or loss brought forward (645,748) 245,642 (400,106) Result for the financial year 245,642 (245,642) (230,706) (230,706) Amounts due and payable for the accounts shown under "Non subordinated debts" are as follows: Within one year After more than one year and within five years After more than five years Total 31 December 2014 Total 31 December 2013 Trade creditors Amounts owed to affiliated undertakings Tax debts 39,451 2,191,976 11,849 72,029,648 39,451 24,961 63,903, ,125,029 11,849 87,550,120 6,376 2,243,276 72,029,648 63,903, ,176,329 87,581,457 Amounts owed to affiliated undertakings are as follows: a) becoming due and payable within one year Accrued cash interest on Series 5 Bonds Instant (Note (iv)) Accrued cash interest on Series 6 Bonds Tournus (Note (v)) Accrued cash interest on Series 7 Bonds Optionis (Note (vi)) Accrued cash interest on Series 11 Bonds Nactis convertible (Note (ix)) Accrued cash interest on Series 12 Bonds Nactis ordinary (Note (ix)) Other payable to the bondholder 31 December December ,280, , , , ,808 11,000 27,500 77,148 2,191, ,579 16

19 MML CAPITAL OPE V S.A. 9. Nonsubordinated debts (continued) b) becoming due and payable after more than one year Nominal amount in CCY Maturity date Annual interest rate Nominal amount and accrued interest 31 December 2014 Nominal amount and accrued interest 31 December 2013 Series 2 Bonds MTIG USD (Note (i)) 3,218,888 31/03/ % 2,464,126 2,464,126 Series 3 Bonds AES GBP (Note (ii)) 13,150,000 07/02/ % 19,618,585 20,196,592 Series 4 Bonds ATA (Note (iii)) 19,368,907 30/06/ % 19,937,179 18,186,469 Series 5 Bonds Instant GBP (Note (iv)) 13,910,000 18/12/ % 18,177,507 17,159,726 Series 6 Bonds Tournus (Note (v)) 6,670,000 31/01/ % 6,670,000 6,670,000 Series 7 Bonds Optionis GBP (Note (vi)) 15,493,070 Advance on Series 8 Bonds Lomond GBP (Note (vii)) 8,832,780 Advance on Series 9 Bonds ATA pref (Note (iii)) 2,858,907 Accrued PIK interest on Series 3 Bonds GBP (Note (ii)) 4,322, % % 30/06/ % Advance on Series 10 Bonds Clean GBP (Note (viii)) 15,820,200 12/12/ % 20,105,862 Advance on Series 13 Bonds AES GBP (Note (ii)) 16/06/ /09/ ,745 07/02/ % 18,450,697 11,746,832 2,928,788 Advance on Series 11 Bonds Nactis convertible (Note (ix)) 1,980,018 20/11/ % 1,980,018 Advance on Series 12 Bonds Nactis ordinary (Note (ix)) 4,949,996 20/11/ % 4,949, ,815 5,550,015 18,583,938 3,288,002 17

20 MML CAPITAL OPE V S.A. 9. Nonsubordinated debts (continued) b) becoming due and payable after more than one year (continued) Nominal Nominal amount and amount and accrued accrued interest interest 31 December 31 December Amount in Maturity Annual CCY date interest Accrued PIK interest on Series 5 Bonds Instant GBP (Note (iv)) Accrued PIK interest on Series 6 Bonds Tournus (Note (v)) 72, ,217 Accrued PIK interest on Advance on Series 11 Bonds Nactis convertible (Note (ix)) 25,850 93, ,217 Accrued PIK interest on Series 7 Bonds Optionis GBP (Note (vi)) 1,411,436 1,812,140 84,628 25,850 85,773 96,287 Accrued PIK interest on Advance on Series 11 Bonds Nactis ordinary (Note (ix)) 64,624 64,624 Accrued PIK interest on Advance on Series 13 Bonds AES GBP (Note (ii)) 28,345 36, ,933,053 86,815,541 (i) This consists of 3,218,888 series 2 bonds issued at 2,464,126 (USD 3,218,888). In February 2013, the Company disposed its investment in MTIG Limited and consequently the cash proceeds were paid to the bondholder for 1,665,247 (USD 2,224,186) during 2013 and for 516,708 (USD 651,879) during As at 31 December 2014, the total payments of 2,181,955 (USD 2,876,065) are recognised as "Receivables from the bondholder" (Note 4) since the corresponding 2,876,065 series 2 bonds were formally redeemed by the Company in November 2015 (Note 15). Since 2013, following the payments made to the bondholder, interests are no longer accrued on these bonds. (ii) This consists of 16,458,277 series 3 bonds issued at 19,618,585 (GBP 16,458,277) to finance the investment in AES (Note 3). On 8 January 2016, the sole shareholder acknowledged that the amount of 449,045 (GBP 379,232) received from the sole shareholder in connection with the Company's investment in AES was wrongly allocated to the series 3 bonds. The sole shareholder rectified this allocation and made a capital contribution with retroactive effect on 31 December 2014, in an aggregate amount of 449,049 (GBP 379,232) to the Company without issuance of shares (Note 6). 18

21 MML CAPITAL OPE V S.A. 9. Nonsubordinated debts (continued) b) becoming due and payable after more than one year (continued) On 11 July 2014, the Company received an advance of 762,815 (GBP 605,745) from the bondholder in order to finance the additional AES Loan Notes (Note 3). Effective 11 July 2014, PIK interest is accrued on the amount advanced. The PIK interest is not compounded. The series 13 bonds were issued on 22 December 2015 (Note 15). (iii) The series 4 bonds were issued in January 2013 in order to finance the ATA Loan Notes. Interest on the series 4 bonds are capitalised quarterly on 31 March, 30 June, 30 September and 31 December. The increase during 2014 is mainly explained by the interest capitalised of 1,749,020. On 8 January 2016, the sole shareholder acknowledged that the amount of 1,690 in connection with the Company's investment in ATA was wrongly allocated to the series 4 bonds. The sole shareholder rectified this allocation and reduced a capital contribution with retroactive effect on 31 December 2014, in an aggregate amount of 1,690 in the Company without issuance of shares (Note 6). On 26 June 2014, the Company received an advance on series 9 bonds for a total amount of 2,858,907 in order to finance the Class D cumulative redeemable preference share in ATA Group (Note 3). A PIK interest of % p.a. is accrued on the advance on series 9 bonds as from 30 June 2014, the date of the investment in the Class D cumulative redeemable preference share in ATA Group. The interest is compounded quarterly. The series 9 bonds were issued on 22 December 2015 (Note 15). (iv) The series 5 bonds were issued in January 2013 in order to finance the Instant Loan Stock (Note 3). Interest on the series 5 bonds are capitalised quarterly on 31 January, 30 April, 31 July and 31 October. On 8 January 2016, the sole shareholder acknowledged that the amount of 36,007 (GBP 30,104) received from the sole shareholder in connection with the Company's investment in Instant offices was wrongly allocated to the series 5 bonds. The sole shareholder rectified this allocation and made a capital contribution with retroactive effect on 31 December 2014, in an aggregate amount of 36,007 (GBP 30,104) to the Company without issuance of shares (Note 6). (v) (vi) (vii) The series 6 bonds were issued in January 2013 in order to finance the Tournus Loan Notes (Note 3). The bonds initially borne cash interest at a rate of % p.a.and PIK interest at a rate of % p.a.. The interests were amended with the effective date of 18 June 2012 to a cash interest at a rate of 3.95% p.a.and PIK interest at a rate of 5.92% p.a.. The PIK interest is not compounded. The amount adjusted in relation to prior years have been accounted in Interest and other financial charges others (Note 11). The series 7 bonds were advanced to the Company during 2013 in order to finance the Optionis Loan Notes (Note 3) on 23 May Commencing 1 July 2014, interest is due in cash on a semi annual basis at 4.95% p.a. and PIK interest at 6.93% p.a. (formerly 11.87% p.a.). The PIK interest is not compounded. 2,947,477 (GBP 2,475,000) has been paid to the bondholder on 4 July 2014, however as at 31 December 2014, the payment is recognised as "Receivables from the bondholder" (Note 4) since the corresponding 2,475,000 bonds were formally redeemed by the Company on 21 January 2015 (Note 15). On 31 July 2014, the Company received 11,178,766 (GBP 8,832,780) as an advance on series 8 bonds from the bondholder in order to finance the Lomond Loan Notes (Note 3). Pursuant to the minutes of the Board of Directors of the Company dated 21 January 2015, a PIK interest of % p.a. is accrued on the advance on series 8 bonds as from 31 July 2014, the date of the investment in Lomond Loan Notes. The corresponding series 8 bonds have been issued on 21 January 2015 (Note 15). 19

22 MML CAPITAL OPE V S.A. 9. Nonsubordinated debts (continued) (viii) b) becoming due and payable after more than one year (continued) On 12 December 2014, the Company received an advance on series 10 bonds from the bondholder of 20,001,479 (GBP 15,820,200) in order to finance the investment in the Clean Loan Notes (Note 3). The PIK interest of % p.a. is accrued on the advance on series 10 bonds as from 12 December 2014, the date of the investment in Clean Loan Notes. The interest is compounded annually. The interest accrued and compounded during 2014 amounts to 104,383 (GBP 81,302). The series 10 bonds were issued on 22 December 2015 (Note 15). (ix) On 20 November 2014, the Company received an advance on series 11 bonds of 1,980,018 and an advance on series 12 bonds of 4,949,996 from the bondholder in order to finance the investment in Nactis bonds (Note 3). Commencing 20 November 2014, the cash interest is accrued at % p.a., payable semi annually on 20 May and 20 November and the PIK interest is accrued at % p.a., compounded semi annually on 20 May and 20 November. The series 11 bonds were issued on 22 December 2015 (Note 15). The above bonds are listed on the Channel Islands Stock Exchange ("CISE"). 10. Gross loss Legal and professional fees Administration fees and accounting fees Audit fees Other expenses Other operating income ,364 15,000 35,171 10,526 (4,000) 24,962 28,056 10,711 11,563 79,061 75, Interest and other financial charges a) concerning affiliated undertakings Accretion yield on Series 3 Bonds Accretion yield on Series 4 Bonds Accretion yield on Series 5 Bonds Accretion yield on Series 6 Bonds Accretion yield on Series 7 Bonds Accretion yield on advance on Series 8 Bonds Accretion yield on advance on Series 9 Bonds Accretion yield on advance on Series 10 Bonds Accretion yield on advance on Series 11 Bonds Accretion yield on advance on Series 12 Bonds Accretion yield on advance on Series 13 Bonds Others (Note 9(b) (v)) 2,086,136 1,764,002 1,795, , ,888,627 1,622,502 1,663, ,147 2,107,198 84, ,066 69, ,383 25,850 64,624 36,393 7,506 9,297,842 5,466,461 20

23 MML CAPITAL OPE V S.A. 11. Interest and other financial charges (continued) b) other interest and similar financial charges Bank charges Currency exchange losses , , ,588 3, Tax The Company is subject in Luxembourg to the applicable general tax regulations. 13. Income from financial fixed assets Gain on disposal (MTIG) (Note 3) Yield on preference shares (ATA Group) (Note 4) ,936 72, , Other interest and other financial income b) other interest and similar financial income Interest on Loan Notes (AES) Interest on Loan Notes (ATA Group) Interest on Secured A1 Loan Stock (Instant) Interest on Secured series A Loan Notes (Tournus) Interest on Loan Notes (Optionis) Interest on Subordinated secured Loan Notes (Lomond) Interest on Subordinated secured Loan Notes (Clean) Interest on Convertible bond (Nactis) Interest on Ordinary bond (Nactis) Currency exchange gains 2,199,002 1,806,378 1,841, ,287 2,150, , ,799 26,398 65,993 14, ,913,018 1,645,412 1,685, ,605 86, ,051 9,475,687 5,778, Subsequent events On 9 January 2015, the Board of Directors has approved the redemption of 2,475,000 series 7 bonds prior to their stated maturity for the total value of GBP 2,475,000 (Note 9 (vi)). 21

24 MML CAPITAL OPE V S.A. 15. Subsequent events (continued) On 21 January 2015, the series 8 bonds due on 30 September 2020 were admitted to the official list of the CISE. A PIK interest of % p.a. is accrued on the series 8 bonds as from July Commencing 1 July 2015, interest on the series 8 bonds is due in cash on a quarterly basis at 4.96% p.a. and as PIK interest at 6.93% p.a.. The unpaid cash and PIK interest are compounded semi annually (Note 9 (vii)). On 1 April 2015, the Company received an advance of 2,059,050 (GBP 1,500,000) from the bondholder in order to finance the additional investment in the secured series A loan notes in AES (Note 3). The advance consists mainly of 1,358,973 (GBP 990,000) in relation to the series 14 bonds that were issued on the CISE on 22 December On 18 November 2015, 2,876,065 series 2 bonds were redeemed from the sole shareholder for 2,181,955 (USD 2,876,065) and the outstanding series 2 bonds amounted to 282,171 (USD 342,823) (Note 9 (i)). On 27 August 2015, the secured series A loan notes with Tournus Expansion S.A.S. ("Tournus Loan Notes") (Note 3) was repaid for 2,761,066. Consequently, an advance of 2,733,455 was paid to the series 6 bondholder (Note 9 (v)) on 25 September On 18 December 2015, pursuant to the deed of release, the secured series A loan notes in AES Arena Event Services Holdings Ltd ("AES Loan Notes") (Note 3) was released from all mortgages, charges, liens, encumbrances and other securities. On 22 December 2015, the advance of 2,928,788 including the compounded interest, was converted into 2,858,907 series 9 bonds (Note 9 (iii)); the advance of 20,105,862 (GBP 15,901,502) including the compounded interest, was converted into 15,820,200 series 10 bonds (Note 9 (viii)); the advance of 1,980,018 was converted into 1,980,018 series 11 bonds (Note 9 (ix)); the advance of 4,949,996 was converted into 4,949,996 series 12 bonds (Note 9 (ix)); and the advance of 762,815 (GBP 605,745) was converted into 605,745 series 13 bonds (Note 9 (ii)). On 22 January 2016, 325,743 (GBP 250,000) was invested in Lomond Capital No.1 Limited. Pursuant to the minutes of meeting of the Board of Directors dated 11 February 2016, it was approved that the Company will dispose its entire issued share capital in ATA Group (Note 3 b)). This is still under negotiation and no potential purchaser has been found as of the date of approval of the annual accounts. 22