Amounts invested Apax France VIII-B 51,588,729 51,588,729 Total 1 51,588, ,588,729

Transcription

1 NOTES TO THE STATUTORY FINANCIAL STATEMENTS AT 31 DECEMBER ACTIVITY AND SIGNIFICANT EVENTS IN 2011 Altamir Amboise is a French limited partnership by shares (Société en Commandite par Actions) governed by Articles L to L of the French Commercial Code. Its principal activity is the acquisition of equity interests in the companies it targets. The Company opted to become a Société de Capital Risque (special tax status for certain private equity and other investment companies), as of financial year Activity in 2011 The main events in 2011 were as follows: New investments: Company Amounts invested 2011 Change in commitments 2011 Total investments and commitments 2011 Unlisted shares Apax France VIII-B 51,588,729 51,588,729 Total 1 51,588, ,588,729 Follow-on investments / divestitures including second round in new companies: Company Unlisted shares Amounts invested 2011 Change in commitments 2011 Total investments and commitments 2011 Afflelou -59,589-59,589 Buy Way -75,305-75,305 Buy Way Personal Finance Equalliance 10,508 10,508 ETAI -49,030-41,555-90,585 Thom Europe -12,283-12,283 Unilabs 1,890,500 1,890,500 Vizada 216, ,348 Total 2 1,921,188-41,555 1,879,633 Listed shares Altran (Altrafin Participations) 3,384,061 3,384,061 GFI Informatique (Itefin) 2,857,037-1,393 2,855,644 Newron Pharma (NWB) 1,124 1,124 Séchilienne (Financière Helios) 13,020,000 13,020,000 Séchilienne (H participations) 209, ,577 Total 3 19,471,799-1,393 19,470,406 Totals ,981,716-42,948 72,938,768

2 Divestitures: All companies Sale price Gain Loss Unlisted shares Liquidation Provision reversals Impact on net income/loss Total sale 83,113,429 62,493,364 24,927,623 22,059,914 59,625,656 Partial sale 12,709,537 9, ,756 20,457 Listed shares Total sale 12,329,595 8,293,523 1,486,882 1,490,363 8,297,003 Partial sale 389, ,091,729 1,097,783 6,055 Total 108,541,608 70,796,588 27,506,234 24,658,816 67,949,170 Distribution of dividends No dividends were paid to the limited partner shareholders in 2011 for financial year 2010, nor to the general partner or the holders of Class B shares. Capital operations: (in thousands of euros) Shareholders' equity at 31/12/ net income /loss Allocation of 2010 net income/loss Final situation at 31/12/11 Share capital Share premium Reserves Retained earnings Net income for the year Total 219, ,761 12,859-71,008 5, ,021 5, ,005-5, , , ,761 12,859-65, , ,026 There were no capital operations in /12/ /12/ /12/2011 Number of ordinary shares 36,512,301 36,512,301 36,512,301 Nominal of ordinary shares Amount in euros 219,073, ,073, ,073,806 Number of Class B 18,582 18,582 18,582 preferred shares Par of Class B preferred shares Amount in euros 185, , ,820 Total 219,259, ,259, ,259, Significant events during the year Since the beginning of 2011, Altamir Amboise has followed new procedures for investing in Apax Partners funds. The company now invests directly in the Apax France VIII fund through a dedicated private equity fund (FCPR), Apax France VIII-B, and no longer in coinvestment with the funds as before.

3 Through this fund, the Company has invested 47.2m in three new companies: Vocalcom, Amplitude and Numéricable Belgium/Luxembourg. In 2011, Altamir Amboise made further investments, directly committing 21.3m, mainly in Altrafin, Financière Hélios and Itefin. The Company's disposals totalled 108.5m (excluding transactions by the Ahau 30 fund), with nine full disposals (Outremer Telecom, Prosodie, Vizada, Rue du Commerce, Cegid, Corevalve - earn-out, Hubwoo, Evotec and Finalliance) and certain partial disposals (Capio's Spanish activities, Hybrigenics and Odyfinance). Ahau 30 fund The Ahau 30 equity fund paid a disbursement following the disposal of Prosodie for 63.5m. The fund paid 62.8m to Altamir Amboise. Given the divestment of three of the four companies in the Ahau 30 fund portfolio and the level of Altamir Amboise's available cash, the Management Company reached an agreement with the investors to dissolve Ahau 30 and buy back the shares they held in the fund. Now that Ahau 30 has been dissolved (in October 2011), Altamir Amboise is once again the direct holder of the shares in InfoPro Communications (with a of 23,085,481) that it had contributed to Ahau 30 and has recognised part of the gains previously recognised in the Ahau 30 fund in its own statutory earnings. Other events In 2009, like most Sociétés de Capital Risque (SCRs), Altamir Amboise was assessed for back taxes of 1.2m with regard to the French business tax. This amount was fully provisioned for financial years 2006 and The Company initiated action to contest this assessment in 2009, which is still underway. However in 2011, so as to stop the late payment penalties increasing, the Company decided to pay 1.3 million to cover the tax assessment, comprising 1 million in principal and 0.3 million in interest and late payment penalties. In addition, the Company was assessed for back taxes on financial years 2008 and The principal amount was 136k, and interest and penalties totalled 26k as of the assessment date. Altamir Amboise has short-term credit lines totalling 21m. No credit lines were drawn at the balance sheet date as a result of its positive cash balance of 132.3m (including marketable securities). It should be noted that, as an SCR, Altamir Amboise's debt may not exceed 10% of its net asset, i.e. 39.4m at 31 December At 1 January 2011, Altamir Amboise reclassified all its holdings as equity investments. Shares held in funds remain accounted for as portfolio investments. 1.3 Key events since 31 December 2011 All remaining shares in Hybrigenics were sold for a total of 46k, net of expenses. Altamir Amboise increased its credit lines by 5m to 26m. 2. ACCOUNTING RULES AND METHODS The statutory financial statements are presented in compliance with the legal and regulatory provisions currently in force in France and recommended by the French chart of accounts. The presentation of the income statement is based on Opinion No. 30 of 13 February 1987 of the National Accounting Board, which proposes a structure for the accounts that is better suited to the nature of the company's activities.

4 2.1 Non-current financial assets (equity investments) Accounting method for tracking and impairment of investments According to the accounting regulations for commercial companies, equity investments are recognised at their acquisition cost. They may give rise to impairment, but not to revaluation. The manager conducts a review of the listed and unlisted securities at the end of each half-yearly and annual accounting period. When the estimated is less than the cost, a provision is recognised in the amount of the difference. If a company experiences an unfavourable change in its business with a risk of additional financing needs, a discount is applied, which varies from 25% to 100% depending on the gravity of the situation. More specifically, impairment rates are applied as follows: 25% = indicates a problem at the company, but the investment is not in danger 50% = indicates a risk of loss of a portion of our investment 100% = indicates a risk of loss of the entire investment. Intermediate rates (75% and 90%) may be applied depending on the gravity of the situation. The provision for impairment of securities and receivables related to the portfolio investments amounted to 119.3m at 31 December Exits are calculated on a "first-in, first-out" basis. Receivables in foreign currencies on foreign companies are d at the exchange rate on the balance sheet date. A provision for risks and contingencies is recognised in the event of any decline in the currency concerned in relation to the euro. This rule is applied to both the book and the estimated Calculation method for estimated Altamir Amboise uses the principles of fair measurement, which are in accordance with IFRS standards: Category 1 shares Companies whose shares are traded on a regulated market ("listed"). The shares of listed companies are d at the last stock market price, without a discount. For listed shares that are subject to a lock-up clause, the fair used may, however, differ from the last listed price in order to take account of this clause in the valuation of the share. Lock-up clauses are considered a component of the share. Category 2 shares Companies whose shares are not traded on a regulated market ("unlisted"), but whose shares are d based on peer-group comparables or recent transactions: Generally speaking, for growth and LBO investments, when a company (i) has been in the portfolio for at least 12 months, (ii) has shown a profit for two consecutive years, and (iii) is likely to remain profitable, the holding may be d on the basis of comparable listed companies. A tradability discount is applied to the valuation thus obtained, up to a maximum of 30%, according to the ability of Apax Partners to organise the divestment. The tradability discount makes it possible to arrive at a bid price.

5 Category 3 shares Other companies whose shares are not traded on a regulated market ("unlisted"). Three valuation methods are used for this category: Recent acquisitions, in principle within the last 12 months: shares continue to be recognised at cost. Specific situations may lead the manager to re or de certain investments over the first 12 months. Venture capital, growth capital, and some LBO transactions: price of the last financing round in which a third party invested a significant amount. The last round may be that during which the Apax entities became shareholders. This valuation is used to determine the fair of the investment, so long as there is no major change in the underlying factors, such as any shortage of cash the company might have for meeting payment obligations before the next financing round can be organised. The valuation of the last financing round may be subject to a discount depending on the risk factors. The price is revised downwards by between 25% and 100% depending on the risk factors identified, such as companies failing to keep up with their business plan or running into cash problems. - 25%: indicates a problem at the company, but the investment is not in danger; - 50%: indicates a risk of loss of a portion of the investment; - 100%: indicates a risk of loss of the entire investment. - Intermediate rates (75% and 90%) may be applied according to the seriousness of the situation and the probability of loss of a significant portion of the investment. This sub-category also includes companies in the exit negotiation phase. The exit price may be used at half-yearly closing if the status of the project suggests a strong probability of success in the short term and the price is known with sufficient precision. A risk factor is applied, depending on how firm the buyer's commitment is and the possible variation in the final price. Equity investments d at a fixed rate are also included. The discounted cash flow method is used in situations where no other method is applicable Portfolio investments (TIAPs) Portfolio investments (TIAPs) are the investments held in the Apax France VIII-B private equity fund. At 31 December 2011, the provision for impairment totalled 3.3m and corresponded to part E, reflecting the operating expenses of the fund. 2.2 Other non-current financial assets This account corresponds to the mandate given to a market maker. The Company has given this mandate to trade shares on its behalf on the Eurolist by Euronext Paris market in order to ensure secondary market activity and liquidity in Altamir Amboise shares. This account includes 51,213 shares for an amount of 388k and 193k in cash and cash equivalents. A provision of 81k was recognised at 31 December 2011.

6 2.3 Other receivables This account corresponds to interest accrued on equity investments. The Company has determined that accrued interest is included in the acquisition price of third parties and not paid by the debtor company. Consequently, it is henceforth included in the valuation of the companies. For this reason, it is initially recognised as an accrual, then fully depreciated. 2.4 Equity investments and portfolio investments Financial year 2011 (in thousands of euros) Fractions of the portfolio d Amount at start of period Amount at 31 December 2011 Gross book Net book Estimated Gross book Net book Estimated - at cost 47,193 47,193 47,193 - below cost - at market price 104,251 45,641 52, ,465 16,381 16,381 - at re-estimated net book - according to the reestimated net situation 4,591 1,316 - based on a yield 157, , , , , ,730 or profitability measure - by other methods 45,743 43,600 45,102 47,075 44,535 46,406 Total 307, , , , , ,710 Total related receivables 43,792 41,306 57,811 36,318 35,237 35,514 Other portfolio investments Portfolio total 351, , , , , ,224 Provisions 106, ,563 Unrealised, unrecognised gains 160,019 63,633

7 CHANGES IN VALUE OF THE PORTFOLIO Portfolio Changes during the year (in thousands of euros) Net book Estimated Amount at start of year 245, ,430 Acquisitions during the year 68,391 68,391 Ahau 30 contribution (InfoPro) 23,085 Conversion of current accounts into portfolio investments Divestitures during the year * -67, ,969 Reversal of impairment on securities sold 24,659 Gains on sale of securities 42,726 - held at the start of the year - acquired during the year Change in provision for impairment of the portfolio -40,911 Other changes in unrealised gains - on securities acquired during the year - on securities acquired previously -25,861 Other accounting movements ** 4,591 1,508 Closing balance 257, ,224 * The amounts indicated on the line "Divestitures during the year (at sale price)" represent, for the column "net book ", the net book of the assets sold and, for the column "estimated ", their sale price. ** The net book corresponds to the acquisition of E units in Apax France VIII-B. The estimated corresponds to the capital gain distributed to Class C unitholders ( 698k) by the Ahau 30 fund, minus the repayment of Altamir Amboise's debt to these unitholders as of 31 December 2010 ( 15k), plus the C units in the Ahau 30 fund acquired by Altamir Amboise ( 825k). ANALYSIS OF CHANGE IN PROVISIONS ON EQUITY INVESTMENTS (in thousands of euros) 31/12/ /12/2010 Allocations Prov. revers. on disposal Other Prov. revers. 31/12/2011 Provision 110, ,311 42,178 24,659 4, ,289 The unused provisions are chiefly related to increases in market prices. CHANGE IN UNREALISED GAINS NOT RECOGNISED IN THE ANNUAL ACCOUNTS Estimated 140, ,019 63, Other receivables Statement of changes in gross accrued interest

8 (in thousands of euros) Interest accrued on receivables attached to portfolio investments 31/12/ /12/2010 Increases Reductions 31/12/ ,785 40,747 16,006 8,237 48,516 Statement of changes in provisions for accrued interest (in thousands of euros) Provisions for interest accrued on receivables attached to portfolio investments 31/12/ /12/2010 Increases Reductions 31/12/ ,785 40,747 16,006 8,237 48,516 The accrued interest on convertible bonds or equivalent securities was fully written down in The Company has determined that accrued interest is included in the acquisition price of third parties and not paid by the debtor company. 2.6 Other receivables Other receivables primarily include cash due on the disposal of Chrysaor for 5.6m. 2.7 Cash on hand As of 31 December 2011, there was 56.2m in cash, of which 55.8m was placed in interest-bearing current accounts. 2.8 Short-term investment securities Gross s Money-market mutual funds Time deposits and certificates of deposit 13,000 70,000 Negotiable debt securities 0 17,509 6,132 Other marketable securities Total 2 30,559 76,134 Short-term investment securities are d at historical cost. Capital gains on disposals are calculated based on the difference between the sale price and the weighted average purchase price. The Company does not recognise any unrealised capital gains in the statutory statements. However, interest not yet payable as of 31 December 2011 on certificates of deposit, time deposits and negotiable debt securities was recognised in accrued interest. The nature of the securities does not justify any impairment. Inventory of investment securities Quantity Unit price in euros Book in thousands of euros Market at 31/12/2011 in thousands of

9 euros Money-market mutual funds Sg Monet Eur. AC D Time deposits and certificates of deposit Time deposit OBC ,000 10,000 10,027 Time account Transatlantique Bank ,000 30,000 30,020 Time deposit NATIXIS ,000 30,092 Negotiable debt securities Medium-term notes 35 6,132 6, Provisions for impairment of short-term investment securities None 2.9 Prepaid expenses Prepaid expenses These consist of advertising and insurance expenses and commissions Provisions for risks and contingencies This represents a provision for a reassessment of French business taxes (taxe professionnelle) for financial years 2008 and Other financial liabilities Bank 8, Accrued interest payable Total 8, Trade payables and related accounts, tax and employee-related liabilities and other liabilities Trade payables Tax and social security liabilities 0 0 1,694 Other liabilities Total ,900 Trade payables ( 204k) primarily represent invoices not yet received for fees to be paid to lawyers, statutory auditors and service providers. Tax and social security liabilities correspond primarily to the provision for the CVAE tax for financial year 2011, totalling 1,689k. All of these liabilities are due in less than one year.

10 2.13 Off-balance-sheet commitments Summary table of obligations and commitments Contractual obligations Lease-financing obligations Total Total 31/12/ /12/2011 Payments due by period Less than One to five one year years More than five years Operating leases Irrevocable purchase obligations (investment commitments) 382, , ,700 Other long-term obligations (liability guarantees and other) 1,358,081 2,128, ,561 1,916,146 Total 1,740,729 2,468, ,261 1,916,146 This presentation shows all off-balance-sheet commitments according to accounting standards currently in force. Irrevocable purchase obligations (investment commitments) Tracking of investment commitments Company Unlisted investments Commitments at 31/12/10 Investments in the period Cancellation of commitments at 31/12/2011 New commitments 2011 Commitments at 31/12/2011 ETAI (InfoPro Communications) 41,555 41, Listed securities GFI Informatique (Itefin Part) 341, , , ,700 Total 382, , , ,700 Other long-term obligations (liability guarantees and other) Liability guarantees A portion of the proceeds from the sale of Odyssey by Odyfinance was placed in escrow by Odyfinance under a liability guarantee. The amount in escrow totalled 318,841 and included 106,280 for 12 months and 212,561 for 18 months. Proceeds placed in escrow for 12 months were released during the fourth quarter. Proceeds placed in escrow for 18 months will remain in escrow until April This escrow account is carried in the Company's accounts with a discount of 10%. A portion of the proceeds from the sale of Mobsat Group Holding was placed in escrow by Chrysaor and the managers' holding companies. Altamir Amboise's share of the escrow

11 balance was 9,666,771 at a /$ exchange rate of The escrow balance is to be released in three instalments: 33.3% of the balance after 6 months; 16.7% after 3 years; and the remaining 50% after 5 years. Altamir Amboise recognises part of this escrow balance as a receivable. A first-call guarantee was granted to Cap Gemini as part of the sale of Camélia Participations (Prosodie). This guarantee may be called upon to pay tax claims. It is due to expire on 4 January Altamir Amboise's share of the guarantee amounts to 1,916,146. To support this guarantee, Altamir Amboise has pledged 63,659,700 A1 units, 166,368,800 A2 units, and 153,200,800 A3 units in the Apax France VIII-B fund to Wormser Frères bank. Other off-balance-sheet commitments Altamir Amboise carries out LBO transactions via special-purpose acquisition companies (SPAC). If the underlying target company is listed, the debt is guaranteed by all or part of that company's assets. When the share price of these companies falls, and the average share price over a given period drops below a certain threshold, the SPAC becomes responsible for meeting collateral or margin calls. This involves putting cash in escrow in addition to the collateralised securities so as to maintain the same collateral-to-loan ratio ("collateral top-up clause"). In the event of default, banks may demand repayment of all or part of the loan. Conversely, when the share price of these companies rises, all or part of the balance in escrow is released. This collateral is furnished by the shareholders of the SPACs, including Altamir Amboise, in proportion to their share in the capital. They have no impact on Altamir Amboise's revenue and NAV (listed companies are d on the last trading day of the period), but can tie up part of its cash. Sensitivity: A 10% drop in the market prices of these listed securities would trigger a collateral call of 0.6m for Altamir Amboise on the valuation of the portfolio at 31 December 2011; A 20% drop would trigger a collateral call of 4.9m. As part of the sale of Finalliance shares and reinvestment of the proceeds in bonds, the buyers must make an earn-out payment if they sell the shares at a higher price than the price at which they acquired the shares from the Apax entities. A commitment was given to certain managers of Thom Europe, Maisons du Monde and ETAI to repurchase their shares and obligations in the event of their departure. These commitments do not represent a significant risk that would require recognition of a provision for risks and contingencies. Altamir Amboise has committed to invest in the Apax France VIII-B funds at levels in a range of 200m and 280m. The off-balance sheet commitment is the highest end of the range, minus the investments already made. Pledged securities: Securities pledged to Palatine Bank: At 31 December 2011, 400,000,000 A1 units, 400,000,000 A2 units and 400,000,000 A3 units in the Apax France VIII-B fund were pledged to Palatine Bank: - to support two credit lines totalling 8m, undrawn at 31 December 2011.

12 The pledged securities cover 150% of the amounts granted based on the valuation of the units in the Apax France VIII-B fund at 30 June Securities pledged to Transatlantique Bank: At 31 December 2011, 21,947,435 A1 units, 378,075,986 A2 units, and 349,976,579 A3 units in the Apax France VIII-B fund were pledged to Transatlantique Bank: - to support a credit line of 5m, undrawn at 31 December The pledged securities cover 150% of the amounts granted based on the valuation of the units in the Apax France VIII-B fund at 30/06/ Notes relating to certain income statement items 3.1 Revenue operations Financial income Income from cash investments Net income from the sale of marketable securities Other financial income Reversals of provisions Total Financial expenses Interest charges and similar Provisions Total Other purchases, external expenses and other expenses Intermediary compensation and fees 7,070 8,617 7,128 Other expenses Total 7,242 8,784 7,343 Remuneration to the Management Company and investment advisors for 2011, including taxes, should have been 7,822,327 according to Article 17.1 of Altamir Amboise's Articles of Association. However, the Article also stipulates that all fees, attendance fees and commissions received by the Management Company or the investment consultancy in relation to transactions on the assets of Altamir Amboise and the fees paid by the portfolio companies up to the percentage held by Altamir Amboise must be deducted from the investment advisors' fees. The sum of fees paid by the portfolio companies for financial year 2011 was 1,537,437 including taxes. Moreover, this Article was amended at the Ordinary and Special General Meeting of 24 March 2010, to stipulate that the Management Company's remuneration, including tax, is reduced by the product of the par of the shares held by the Company in the Apax France VIII-B private equity fund times the average annual rate charged by these private equity funds for management fees. The sum deducted at 31 December 2011 was 530,234.

13 Net expenses for management and investment advisory fees are therefore equal to the difference between these two amounts, i.e. 5,754,656 including taxes. Other fees mainly represent auditors' and lawyers' fees to be paid by the Company as a result of investment projects that did not come to fruition. Other expenses include such items as publicity, announcements and publication expenses.

14 Pursuant to Decree No of 20 December 2008, the fees paid to the statutory auditors break down as follows: Ernst & Young and other members of the Ernst & Young network Compagnie Française d'audit Amount excl. taxes % Amount excl. taxes % Audit Audit and certification of the statutory and consolidated financial statements * Issuer 121, , % 100% 26, , % 100% * Fully consolidated subsidiaries Other due diligence and services directly related to the auditing assignment * Issuer * Fully consolidated subsidiaries Subtotal 121, , % 100% 26, , % 100% Other services supplied by the networks to the fully consolidated subsidiaries Legal, tax, employee-related Other Subtotal Total 121, , % 100% 26, , % 100%

15 3.1.4 Taxes (in thousands of euros) 31/12/200 31/12/201 31/12/ Non deductible VAT * 1, Other taxes ,772 Total 1, ,772 *Since 1 January 2010, Altamir Amboise's unrecoverable VAT expense is recognised in the main expense account. The other taxes primarily correspond to the CVAE tax ( 2,765k) Depreciation, amortisation and provisions None 3.2 Capital operations Income Capital gains on disposals of equity 5,856 24, ,299 investments/portfolio investments Reversals of provisions Other income 34,909 13,170 29,547 14,797 38,217 25,561 Total 53,935 69, , Expenses Loss on the sale of equity investments/portfolio 4,218 investments 16,791 28,331 Provisions for impairment Other expenses 24,312 5,222 35,095 3,373 61,458 0 Total 33,752 55,259 89, Corporation tax The Company opted for the status of SCR (Société de Capital Risque), as of the financial year ended 31 December The legislation on SCRs applicable as of 2001 exempts all income from corporation tax Extraordinary expenses Extraordinary expenses 1, Extraordinary expenses included 289k in penalty interest provisioned for 2010 relating to the reassessment of French business tax in 2006 and Extraordinary income Extraordinary income ,545

16 Extraordinary income included 1,473k in reversals of provisions for risks and contingencies, of which 1,343k derives from the tax assessment paid for financial years 2006 and Other information 4.1 Employees The Company has no employees, and no stock option plan in place. 4.2 Right of the general partner and Class B shareholders The allocation and distribution of profits is carried out according to Paragraph 25 of the Articles of Association. For 2011, the Company generated net income of 120,005,939. The Company has negative retained earnings of 65,858,699. This amount reflects the sums distributed up to and including The distributable net income corresponds to cumulative net income from 2008 to 2011, i.e. 17,943,638, adjusted for financial income and expenses totalling 2,176,481. The general partner and the Class B shareholders therefore have the right to receive a portion of distributable earnings, specifically 3,153,431.