Société Anonyme Annual Accounts For the year ended December 31, 2013 (with the report of the Réviseur d'entreprises Agréé thereon) Registered office: 7, Rue Lou Hemmer L-1748 -Findel RCS : B157.697 Subscribed capital: EUR 1,000,000
Index Page Directors' Report 1-2 Report of the Réviseur d'entreprises Agréé 3-4 Balance Sheet 5 Profit and loss account 6 Notes to the annual accounts 7-15
Directors' Report The Board of Directors herewith presents its annual report and the annual accounts for the financial year ended December 31, 2013. 1. ACTIVITIES AND REVIEW OF THE DEVELOPMENT OF THE BUSINESS The principal activity of MML Capital Europe V S.A. (hereafter the "Company") is the acquisition of ownership interests, in or abroad, in any companies or enterprises in any form whatsoever and the Management of such ownership interests. The Company may borrow in any form. During the year under review the Company increased its Share Capital by EUR 337,500 on January 24, 2013 and on December 4, 2013 by an additional EUR 400,000 to the amount of EUR 1,000,000. The Company made two investments in loan notes issued by Optionis Bidco Limited and Tournus Expansion S.A.. These investments are financed by the issuance of bonds to the Company's sole shareholder under the bond programme the Company has entered into. The principal risks faced by the Company are as follows: Credit risk is the risk of financial loss to the Company in the case that any of the debtors of the Company fails to meet its contractual obligations. Market risk is the risk that changes in market prices will affect the value of the investments acquired by Loan notes issued by the Company. Market risk can refer to both gains and losses and can include price risk and interest rate risk. Currency risk is the risk which arises due to assets and liabilities of the Company being denominated in currencies other than EUR, which will be affected by any fluctuations in foreign exchange rates. The Company has in particular assets and liabilities denominated in GBP and USD. These risks are effectively largely passed on to the holders of the Bonds issued by the Company under the terms of the Bond Instrument, leaving the Company with limited net exposure. The Company was not involved in any kind of research or development activities during the year ended 31 December 2013. The Company has not purchased any of its own shares during the year ended 31 December 2013. The outlook of the Company is to continue its operations. 2. RESULTS AND ALLOCATION The result for the financial year is a profit of EUR 245,642 which we propose to carry forward. 3. POST BALANCE SHEET EVENTS No events have taken place since balance sheet date that have had a significant impact on the financial position of the Company. 1
ASSETS Notes 2013 2012 FIXED ASSETS Financial fixed assets 3 Shares in undertakings with which the Company is linked by virtue of a participating interest 392,741 2,139,399 Loans and claims held as fixed assets 84,971,454 51,307,212 85,364,195 53,446,611 CURRENT ASSETS Debtors 4 becoming due and payable within one year - - Other receivables becoming due and payable within one year 2,315,949 117,867 Cash and cash equivalents 5 501,207 238,551 LIABILITIES BALANCE SHEET As at December 31, 2013 (Expressed in EUR) 2,817,156 356,418 88,181,351 53,803,029 CAPITAL AND RESERVES 6 Subscribed capital 1,000,000 262,500 Loss brought forward (645,748) (155,212) Result for the financial year 245,642 (490,536) 599,894 (383,248) NON SUBORDINATED DEBTS 7 Trade creditors becoming due and payable within one year 24,961 24,567 Amounts owed to affiliated undertakings becoming due and payable within one year 734,579 376,554 becoming due and payable after more than one year 86,815,541 53,783,399 Tax and social security payable tax debts 6,376 1,757 87,581,457 54,186,277 88,181,351 53,803,029 The accompanying notes form an integral part of these annual accounts. 5
PROFIT AND LOSS ACCOUNT for the year ended December 31, 2013 (Expressed in EUR) Year ended 2013 Year ended 2012 Notes CHARGES Other external charges 8 75,292 71,874 Value adjustment on current assets 9-128,765 Other operating charges 29,517 26,580 Value adjustment on financial fixed assets 3, 10 84,146 324,727 Interest and other financial charges 11 concerning affiliated undertakings 5,466,461 1,679,570 other interest and similar financial charges 3,273 2,192 Income tax 12 3,210 1,575 Other taxes not included in the previous captions 13 25 536 Profit for the financial year 245,642 - TOTAL 5,907,566 2,235,819 INCOME Income from financial fixed assets other income from participating interests 14-125,017 Other interest and other financial income other interest and similar financial income 15 5,778,801 1,620,266 Extraordinary income 128,765 - Loss for the financial year - 490,536 TOTAL 5,907,566 2,235,819 The accompanying notes form an integral part of these annual accounts. 6
NOTES TO THE ANNUAL ACCOUNTS For the year ended December 31, 2013 1. General MML Capital Europe V S.A. (the "Company") was incorporated in on December 15, 2010 as a "Société à Responsabilité Limitée" for an unlimited period. By a notarial deed dated February 3, 2011 the shareholders decided to change its legal form into a "Société Anonyme". The Company has its registered office at 7, Rue Lou Hemmer, L-1748 -Findel (following a transfer of registered office in December 2013) and is registered at the Commercial Register under number B157.697. The principal activity of the Company is the acquisition of participations, in or abroad, in any companies or enterprises in any form whatsoever and the management of such participations. The Company may in particular acquire by subscription, purchase and exchange or in any other manner any stock, shares and other participation securities, bonds, debentures, certificates of deposit and other debt instruments and more generally, any securities and financial instruments issued by any public or private entity. It may participate in the creation, development, management and control of any company or enterprise. It may further invest in the acquisition and management of a portfolio of patents or other intellectual property rights of any nature or origin. The Company may borrow in any form. It may issue notes, bonds and any kind of debt and equity securities. The Company may lend funds including, without limitation, the proceeds of any borrowings, to its subsidiaries, affiliated companies and any other companies. The Company may also give guarantees and pledge, transfer, encumber or otherwise create and grant security over all or some of its assets to guarantee its own obligations and those of any other company, and, generally, for its own benefit and that of any other company or person. For the avoidance of doubt, the Company may not carry out any regulated activities of the financial sector without having obtained the required authorisation. The Company's financial year runs from January 1 to December 31 of any year, with the exception of the first, extended financial year that ran from December 15, 2010 to December 31, 2011. 2. Summary of Significant Accounting Policies 2.1 Basis of preparation The annual accounts are prepared in accordance with legal and regulatory requirements and generally accepted accounting principles in the Grand Duchy of. Accounting policies and valuations principles are, besides the ones laid down by the law of 19 December 2002 as amended, determined and applied by the Board of Directors. 2.2 Assets and liabilities Unless stated otherwise, assets and liabilities have been stated at their historical cost, expressed in EUR. 2.3 Formation expenses Formation expenses are immediately fully expensed in the year they occurred. 7
NOTES TO THE ANNUAL ACCOUNTS (continued) For the year ended December 31, 2013 Note 2. Summary of Significant Accounting Policies (continued) 2.4 Financial fixed assets Financial fixed assets are valued individually at their acquisition cost. A value adjustment is recorded at the end of each year in case of any permanent diminution in value determined by the Board of Directors. The Board of Directors relies on the latest annual accounts of the companies and / or other information and documents for its valuation. Loans and claims held as fixed assets are stated at their nominal value. A value adjustment is recorded at the end of each year in case the recoverable value is estimated to be lower than the nominal value, in case the diminution in value is considered as permanent by the Board of Directors. 2.5 Debtors Debtors are carried at nominal value. A value adjustment is recorded at the end of each year in case the recoverable value is estimated to be lower than the nominal value. 2.6 Cash and cash equivalents Cash and cash equivalents comprise cash in hand, cash at bank and deposits held at call with bank. 2.7 Non-subordinated debts Non-subordinated debts are valued at their reimbursement value. 2.8 Foreign currencies The Company maintains its accounting records in Euro ("EUR") and its annual accounts are expressed in this currency. Current assets expressed in currencies other than the Euro are valued individually at the lower of their value translated into Euro at historical exchange rates or at exchange rates prevailing at the balance sheet date. Financial fixed assets expressed in currencies other than the Euro are translated into Euro at the exchange rate effective at the time of the transaction. At the balance sheet date, these assets remain translated at historical exchange rates. All liabilities expressed in other currencies than Euro are valued individually at the higher of their value translated into at historical exchange rates or at the exchange rates prevailing at the balance sheet date. Income and expenses in currencies other than Euro are translated into Euro at the exchange rates prevailing at transaction date. Realised exchange gains and losses and unrealised exchange losses are reflected in the profit and loss account. 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. 8
NOTES TO THE ANNUAL ACCOUNTS (continued) for the year ended December 31, 2013 (expressed in EUR) 3. Financial fixed assets The financial fixed assets are comprised as follows: Shares in undertakings with which the Company is linked by virtue of a participating interest 2013 2012 Net book value at the beginning of the year 2,139,399 2,464,126 Disposal (1,662,512) - Value adjustment during the year (84,146) (324,727) Net book value as at December 31 392,741 2,139,399 List of shares in undertakings with which the Company is linked by virtue of a participating interest Held % Net book value 2013 Capital and reserves as at 30/11/12* Result for the period ended 30/11/2012* MTIG Limited, United Kingdom EUR 40.75 392,741 5,742,761 (320,600) * The financial information above on MTIG Limited is based on its unaudited accounts for the period ended 30 November 2012. The amount relating to capital and reserves includes share capital that is accounted for as debt in the books of MTIG Limited. In February 2013, MTIG Limited reduced its share capital and as a result the Company received an amount of USD 2,224,186 (EUR 1,662,512). In view of the cash receipts since balance sheet date and future expected receipts from MTIG Limited the Board of Directors decided to recognise a durable impairment per the date as at 31 December 2012. The Board of Directors decided to recognise an additional durable impairment of EUR 84,146 as at 31 December 2013. An amount of USD 541,630 (EUR 392,741) is currently held by MTIG Limited in an escrow account which is expected to be released to the Company during 2014. 9
3. Financial fixed assets (continued) NOTES TO THE ANNUAL ACCOUNTS (continued) for the year ended December 31, 2013 (expressed in EUR) Loans and claims held as fixed assets CCY Principal Maturity date Annual interest 2013 2012 Secured series A Loan Notes AES Arena Event Services Holdings Ltd ("AES loan notes") Principal GBP 16,837,509 2017 10% 20,121,781 15,760,932 Accrued PIK interest GBP 2,780,587 3,330,466 1,447,983 Secured A1 Loan Stock Instant Offices (Bidco) Ltd GBP 14,080,911 2018 10% 17,857,780 17,425,127 Unsecured Series A Loan notes Rub Edibrac EUR 16,673,170 2018 9.50% 18,374,996 16,673,170 Tournus Expansion S.A. Loan notes EUR 6,737,000 2022 10.00% 6,737,000 - Optionis Bidco Limited Loan notes GBP 15,649,566 2020 12.00% 18,549,431-84,971,454 51,307,212 The AES loan notes are secured by a debenture issued by the debtor. During the year 2013, the loan notes were increased by EUR 4,360,848 (GBP 3,687,509) being a new loan entered on 29 March 2013. The Instant Offices Loan Stock instruments are secured by a mortgage on all land owned by the debtor, and fixed and floating charges over a range of assets of the debtor. The 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 2013, the Board of Directors decided to apply an interest rate of 10%, by considering the non-conversion premium interest margin of 6% on the belief as of 31 December 2013 that the loan notes will not be converted into shares at maturity. The Optionis loan notes are 12% p.a. fixed rate secured series A loan notes secured by a debenture issued by the debtor. 4. Debtors becoming due and payable within one year 2013 2012 Amounts owed by undertakings with which the Company is linked by virtue of a participating interest Accrued return on preference shares MTIG Limited - 128,765 Value adjustment - (128,765) - - In January 2013, the Company agreed to waive its entitlement to all accrued and unpaid preference dividend from MTIG Limited. Consequently, the Board of Directors decided to recognise a durable value adjustment of the receivable from MTIG Limited for its entire amount as at 31 December 2012. This value adjustment is still applicable as at 31 December 2013. Other receivables CCY Amount in ccy 2013 2012 Accrued interest Loan Stock Instant Offices (Bidco) Ltd Accrued interest Loan notes Rub Edibrac Holdings Accrued interest on loan notes Tournus GBP 241,151 289,697 61,452 EUR - - 56,415 EUR 274,605 274,605 - GBP 77,176 86,401 - Accrued interest on loan notes Optionis Receivable from shareholder USD 2,224,187 1,665,246-2,315,949 117,867 Total debtors becoming due and payable within one year 2,315,949 117,867 10
NOTES TO THE ANNUAL ACCOUNTS (continued) for the year ended December 31, 2013 (expressed in EUR) 4. Debtors (continued) becoming due and payable within one year (continued) Other receivables (continued) The EUR 1,665,246 receivable from shareholder corresponds to an advance payment made on Series 2 Bonds (Note 7). 5. Cash and cash equivalents 2013 2012 Current accounts held with ABN AMRO Bank S.A. 501,207 238,551 501,207 238,551 6. Capital and reserves On January 24, 2013, the Company's share capital was increased by EUR 337,500 to EUR 600,000 by the creation and issuance of 2,700 additional new shares with a par value of EUR 125 each. On December 4, 2013, the Company's share capital was further increased by EUR 400,000 to EUR 1,000,000 by the creation and issuance of 3,200 additional new shares with a par value of EUR 125 each. As at December 31, 2013, the share capital of the Company is set at EUR 1,000,000 represented by 8,000 ordinary shares with a par value of EUR 125 each. The movements for the year are as follows: Subscribed Profit/(Loss) Profit/(Loss) capital brought for the year forward Total Balance as at December 31, 2012 262,500 (155,212) (490,536) (383,248) Allocation of result 2012 - (490,536) 490,536 - Capital increase 2013 737,500 - - 737,500 Profit for the year - - 245,642 245,642 Balance as at December 31, 2013 1,000,000 (645,748) 245,642 599,894 Legal reserve companies are required to appropriate to the legal reserve a minimum of 5% of the net profit for the year after deduction of any losses brought forward, until this reserve equals 10% of the subscribed capital. This reserve may not be distributed in the form of cash dividends, or otherwise, during the life of the Company. The appropriation to legal reserve is effected after approval at the general meeting of the sole shareholder. 11
7. Non-subordinated debts Trade creditors 2013 2012 becoming due and payable within one year Trade creditors: Accrued administration fees 1,250 13,954 Accrued audit fees 19,711 9,000 Accrued director fees 4,000 1,613 24,961 24,567 Amounts owed to affiliated undertakings CCY Amount in CCY 2013 2012 becoming due and payable within one year Accrued interest due on Series 2 Bonds USD 181,250-140,871 Accrued interest due on Series 5 Bonds GBP 513,930 623,719 42,468 Accrued interest due on Series 6 Bonds EUR 110,860 110,860 - Interest free loan USD 250,000-193,215 becoming due and payable after more than one year NOTES TO THE ANNUAL ACCOUNTS (continued) for the year ended December 31, 2013 (expressed in EUR) 734,579 376,554 Principal (CCY) Maturity date Annual interest 2013 2012 Series 2 Bonds - USD 3,218,888 31/03/2017 4.8725% 2,464,126 2,464,126 Series 3 Bonds - GBP 16,837,509 07/02/2017 9.8275% 20,196,592 15,724,113 Series 4 Bonds - EUR 16,673,170 30/06/2018 9.3725% 18,186,469 16,673,170 Series 5 Bonds - GBP 13,940,104 18/12/2017 6.9108% 17,159,726 17,425,127 Series 6 Bonds - EUR 6,670,000 31/01/2022 3.9108% 6,670,000 - Advance on Series 7 Bonds - GBP 15,493,070 16/06/2020 9.8275% 18,583,938 - Accreted yield Series 3 Bonds - GBP 2,735,826 3,288,002 1,423,004 Accreted yield on Series 4 Bonds - 55,658 Accreted yield on Series 5 Bonds - GBP 70,642 85,773 18,201 Accrued PIK Interest on Series 6 Bonds - EUR 96,287 96,287 - Accrued PIK Interest on Series 7 Bonds - GBP 70,553 84,628-86,815,541 53,783,399 Series 2 Bonds for a total value of USD 3,218,888 were issued during 2011 and remained outstanding as at balance sheet date. In February 2013, the Company disposed its investment in MTIG Limited and a payment of EUR 1,665,247 (USD 2,224,187) was made to the Bondholders during 2013. Since the disposal was not formalised as of 31 December 2013 the EUR 1,665,247 is considered as an advance payment (Note 4). These Bonds have been issued to the Company's Shareholder. The interest in the Series 2 Bonds was waived commencing on 1 January 2013 for an undefined period of time. During the year 2012, Series 3 Bonds for a par value of GBP 13,150,000 were issued in order to finance the investment held in AES Arena Event Services Holding Ltd loan notes. During the year 2013, a second tranche of Series 3 Bonds were issued for a total amount of GBP 3,687,509 (EUR 4,330,094). 12
NOTES TO THE ANNUAL ACCOUNTS (continued) for the year ended December 31, 2013 (expressed in EUR) 7. Non-subordinated debts (continued) The investments in Rub Edibrac Loan notes and Instant Offices A1 loan stock have been financed by the issuance of Series 4 and Series 5 bonds for the amounts of EUR 16,673,170 and GBP 14,080,911 respectively. Such bonds were formally issued to the Bondholder in January 2013, but the amounts were advanced in 2012 from which date yield was accrued from. During 2013, EUR 1,678,159 interests were capitalised and EUR 164,860 was converted to equity for Series 4 Bonds. Series 5 Bonds have a cash interest element. 70% of interest is due in cash on a semi-annual basis, whereas the remaining 30% is treated as PIK interest. During the year 2013, GBP 140,807 (EUR 172,640) was converted to equity and EUR 435,198 interests were capitalised for Series 5 Bonds. Series 6 Bonds for a total value of EUR 6,670,000 were issued during 2013 and remain outstanding as at balance sheet date. These bonds have been issued to the Company's Bondholder in order to finance the investment held in Tournus Expansion S.A. Loan Notes. 40% of interest is due in cash on a semi-annual basis, whereas the remaining 60% is treated as PIK interest. Series 7 Bonds for a total value of GBP 15,493,070 were advanced during 2013 and remain outstanding as at balance sheet date. These bonds are directly linked to the investment in Optionis and have been issued on 23 May 2014. Commencing 1 July 2014, interest is due in cash on a semi annual basis at 4.94% p.a. and the PIK interest of 11.87% p.a. until 30 June 2014 and 6.92% p.a. from 30 June 2014. Tax and social security payable 2013 2012 Tax debts Accrued corporate income tax 4,431 1,221 Accrued VAT liability 1,409 - Accrued net wealth tax 536 536 6,376 1,757 Year ended Year ended 8. Other external charges 2013 2012 Legal and professional fees 24,962 30,419 Administration & accounting fees 28,056 28,787 Audit fees 10,711 12,384 Other expenses 11,563 284 75,292 71,874 Year ended Year ended 9. Value adjustment on current assets 2013 2012 Value adjustment on current receivables MTIG Limited - 128,765-128,765 In January 2013, the Company agreed to waive its entitlement to all accrued and unpaid preference dividend from MTIG Limited. Consequently, the Board of Directors decided to recognise a durable value adjustment of the receivable from MTIG Limited for its entire amount as at 31 December 2012. 13
NOTES TO THE ANNUAL ACCOUNTS (continued) for the year ended December 31, 2013 (expressed in EUR) Year ended Year ended 10. Value adjustment on financial fixed assets 2013 2012 Value adjustment on the investment in MTIG Limited 84,146 324,727 84,146 324,727 In view of the cash receipts since balance sheet date and future expected receipts from MTIG Limited, the Board of Directors decided to recognise an additional durable value adjustment during 2013 of EUR 84,146 (Note 3). 11. Interest and other financial charges Interest and other financial charges are comprised as follows: a) concerning affiliated undertakings Year ended Year ended 2013 2012 Accretion yield on issued Series 2 Bonds USD - - 122,188 Accretion yield on issued Series 3 Bonds GBP 1,574,512 1,888,627 1,441,055 Accretion yield on Series 4 Bonds EUR 1,622,502 1,622,502 55,658 Accretion yield on Series 5 Bonds GBP 1,407,606 1,663,557 60,669 Accretion yield on Series 6 Bonds EUR 207,147 207,147 - Accretion yield on advance on Series 7 Bonds GBP 70,553 84,628-5,466,461 1,679,570 The interest on the Series 2 Bonds was waived commencing on 1 January 2013 for an undefined period of time. b) other interest payable and similar charges Year ended Year ended 2013 2012 Bank charges 3,273 1,279 Currency exchange losses - 913 3,273 2,192 Year ended Year ended 12. Income tax 2013 2012 Corporate income tax expense 3,210 1,575 3,210 1,575 The Company is subject to all income taxes applicable to companies. It is in particular subject to the minimum corporate income tax of EUR 3,210 per annum. 14
NOTES TO THE ANNUAL ACCOUNTS (continued) for the year ended December 31, 2013 (expressed in EUR) Year ended Year ended 13. Other taxes not included in the previous captions 2013 2012 Net Wealth Tax 25 536 25 536 Year ended Year ended 14. Income from financial fixed assets 2013 2012 Yield on preference shares MTIG Limited USD 161,650-125,017-125,017 The Company accrued income from preference dividend on the shares it held in MTIG Limited for an amount of USD 161,650 (EUR 125,017) during the prior year ended 31 December 2012. However, the Company also recognised a durable value adjustment during the year ending 31 December 2012 in respect of this accrued income (Note 4). Year ended Year ended 15. Other interest and other financial income 2013 2012 Interest on loan notes AES GBP 1,594,847 1,913,018 1,459,666 Interest on loan Rue Edibrac EUR 1,645,412 1,645,412 56,415 Interest on loan stock Instant Offices GBP 1,426,014 1,685,314 61,452 Interest on loan Tournus EUR 274,605 274,605 - Interest on loan notes Optionis GBP 72,031 86,401 - Currency exchange gains 174,051 42,733 5,778,801 1,620,266 16. Post balance sheet events No events have taken place since balance sheet date that have had a significant impact on the financial position of the Company. 15