Altamir - 2018 Registration document

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Business description and activities

Business description

Thus, for the first time since Altamir was launched, decision- makingpower forAltamirGéranceand theManagementCompany of theApax France VIII private equity fundwere no longer vested with the same person. Consequently, it was decided that Altamir would now invest through the Apax France VIII fund rather than in each company individually alongside the fund, as was previously the case. In practice, in the previous configuration, Altamir’s decision to invest alongside the Apax funds consisted in determining the co-investment percentage at the launch of each new fund, and in refining this percentage at the start of each half-year period based on Altamir’s available cash. In the new configuration, the decisions to be made are virtually identical: on the launch of the FranceVIII fund, Altamir determined theminimumandmaximum amounts that itwanted to invest in the fund. As in thepast, Altamir has the option of refining this percentage at the start of each half-year period. In the new configuration as in the previous one, the Management Company of Altamir has no influence over investment and divestment decisions. Altamir invests in a dedicated fund called “Apax France VIII-B”, in whichAltamir is the only investor. All other investors are grouped in the fundcalled “ApaxFranceVIII-A”. The fundoperates in such a way as toenableAltamir to recognise capital gains ondivestments in its income statement as soon as they are realised, thereby ensuring maximum accounting transparency. Shareholders approved the changes to theArticles of Association resulting from these new procedures at their 29 April 2009 General Meeting. In 2011, Altamir invested in the FPCI Apax France VIII-B. All measures have been taken to ensure that there is no change regarding recognition of income nor double invoicing of management fees. Similarly, to avoid double payment of carried interest on the performance of the Apax France VIII-B fund, the fraction of Altamir’s income deriving from this fund is excluded from the calculation of payments to the general partner and Class B shareholders. Additional amendments to the Articles of Association were approved by shareholders at their 29 March 2012 Combined General Meeting. The purpose of these new amendments is to extend themodus operandi to future funds or entitiesmanagedby Apax Partners SAS aswell as those advisedbyApax Partners LLP. Altamir’s total subscription in Apax France VIII-B is €277m. In 2016, Altamir, through the earmarked Apax France IX-B fund, committed €306m to Apax France IX, the new fund raised by ApaxPartners SAS. This amount canbe adjustedevery sixmonths based on the Company’s projected cash position. In 2018, Altamir subscribed €15m in the Apax Development fund. This fund, aims to raise€225m in the small-cap segment inFrance. Investment via funds managed by Apax Partners LLP, the first being Apax VIII LP, raised in 2012 In 2012, Altamir expanded its international investment strategy to include investments in the funds advised by Apax LLP, which allowed the Company to: i. remain faithful to its investment strategy: Apax Partners LLP and Apax Partners SAS share the same investment strategy. They invest in growth companies as the majority or lead

shareholder, with ambitious value-creation objectives, and they specialise in the same sectors; ii. diversify geographically and in terms of transaction size: Apax Partners LLP invests in Europe (outside France), North America and the principal emerging economies (Brazil, China, India), relying on its well-staffed team of 120 experienced professionals distributed across its seven offices worldwide. Apax Partners LLP carries out its LBO and growth capital transactions on larger companies: €500m-€3bn in enterprise value, vs. €50m-€500m for Apax Partners SAS; iii. capitaliseontheperformanceof twomanagement companies (Apax Partners LLP andApax Partners SAS) that are leaders in their respective markets. In 2012, Altamir made a commitment to invest €60m in the Apax VIII LP fund, which is advised by Apax Partners LLP. In 2016, the Company made a commitment to invest €138m in the Apax IX LP fund. The half-yearly adjustment mechanism does not apply to Altamir’s investment in this fund. In 2018, Altamir also took over a $5m commitment in the Apax Digital fund. This $1.1bn fund invests in technology companies. When an investment identified by Apax Partners for its funds requires a capital investment exceeding an amount that the funds want to commit out of their own capital, the funds’ investors are inmost cases invited to co-invest in the newportfolio companies, should they wish to. In the interest of optimising its treasury management, Altamir has informed the two management companies, Apax Partners SAS and Apax Partners LLP, of its interest inparticipating in co-investment transactions. The first co- investment of this kindwasmade inDecember 2013whenAltamir co-investedalongsideApaxFranceVIII inSnacksDéveloppement. Two additional co-investments were made in 2016, in Marlink and InfoVista, and two more in 2017, in CIPRÉS Assurances and ThoughtWorks. Occasionally, in co-investment alongside these funds

1.3.4 ALTAMIR’S CASH MANAGEMENT AND PERFORMANCE OPTIMISATION STRATEGY

CASH MANAGEMENT STRATEGY

One of the key challenges for a listed private equity company is managing its cash. Unlike private equity funds, where the responsibility for cashmanagement is left to the subscribers (each new investment is financedby a call for funds fromthe unitholders and divestment proceeds are distributed immediately), listed companies finance new investments through their available cash, which is generated by divestments.

52 Registration document ALTAMIR 2018

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