Altamir Amboise - Actusnews Wire€¦ · HSBC Small Company Index 13.3 JP Morgan EuroBonds 11.0 ... last stock price without any discount (compared to a discount of 20 to 30% previously)

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Altamir Amboise

11 october 2007

Maurice Tchenio, Chairman and CEO

Monique Cohen, Deputy CEO

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� The private equity market

� Altamir Amboise created and managed by Apax Partners

� 2007 : a major step in the company development

� 2007 half-year performance and third quarter estimated NAV

� Portfolio and outlook

� Appendices

CONTENTS

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� One of the strongest-performing asset class over the long term

� Cyclical market

� Very significant performance differences between players

Investing in private equity

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Comparison of average long term performance in Europe

Private equity: a strong-performing asset class

% 1980 - 2006

Morgan Stanley Euro Index 7.1

HSBC Small Company Index 13.3

JP Morgan EuroBonds 11.0

European private equity 10.8

Source: EVCA/Thomson Venture Economics

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Private equity: cyclical market

European private equity report

Internal rate of return as of December 31st, 2006

1 year 3 years 5 years 10 years

All funds combined

36.1% 13.0% 5.4% 11.0%


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Private equity: performance discrepancies

Wide range of performance among private equity players IRR from 1980 to 2006


IRR

Top quarter funds 23.3%

Top half funds 14.5%

All funds combined 10.8%

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7

Key drivers of private equity’s outperformance

A single objective: value creation

� Capacity to act upon businesses (majority shareholder):

� Strategy

� Teams

� Organisation

� Team motivation: � Strict alignment of financial interests between managers and shareholders

� Financial optimisation: � Leverage

� Recapitalisation

� Exit monitoring: � IPO

� Trade sale

� Sale to private equity firms

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Highly dynamic private equity market over the last years

Strong growth in funds raised and amounts invested in Europe

*CAGR= compound annual growth rate

CAGR*: 16%

GAGR*: +79%

(€ billion, source: EVCA)

France: one of the most dynamic European markets

CAGR*: 114%

CAGR*: 40%

(€ billion, source: EVCA)

2837

47 5072

90

Funds raised Investments

2004 2005 2006

85

2

1210 10

Funds raised Investments

2004 2005 2006

5

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� Private equity: a high-performance, but hard to access asset class (high entrance tickets)

� Stock market: simple access, liquidity and transparency

� Growing need for diversification among institutional and individual investors

� Benefits for private equity players: broader investor base, permanent capital, visibility

Private equity through the stock market: strong potential of development

In time, 20% of the capital managed by private equity will be through listed vehicles

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� Appendices

CONTENTS

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Altamir Amboise

� 1995: creation of Altamir, opening up access to the private equity asset class through liquid listed securities

� 2006: initial public offering for Amboise Investissement, raising €119 million (€180 million with the equity warrants) with the objective to merge the two vehicles over the medium term

� 2006/2007: acceleration in the rate of investment and early convergence of the two portfolios

� 2007: merger of Altamir and Amboise Investissement, followed by a capital increase

�� Objective in time: create a €1 billion vehicle

Created and managed by Apax Partners

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� Co-invests on a pari passu basis with the funds managed by Apax Partners

� Co-investment percentage updated every six months

� Co-investment of 43% for Altamir and for Amboise Investissement in any new investment made by FCPR Apax France VII

� As co-investors, Altamir and Amboise Investissement benefit from the majority positions taken up by Apax Funds in portfolio companies

Co-investment rules

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� One of the pioneers in the French private equity industry. An experience of more than 30 years built up during various economic cycles

� Independent company: €2 billion assets under management with historical relationships with Apax Partners Worldwide (140 professionals in Europe, Israel, United States and Asia, more than €25 billion assets under management)

� Largest and most experienced team in France: 28 professionals, 15 years’ seniority on average for the 10 partners

� Proven track record

Apax Partners SA

A leading private equity house

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Apax Partners investment strategy

A differentiated investment strategy

� Focused on companies with strong growth prospects

� Sector specialisation: Tech & Telecom, Retail & Consumer, Media, Healthcare, Business & Financial Services

� Investments at all stages: from late stage venture to LBOs

� Majority or lead investor

Objective: 3 to 5x the amounts invested

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� Appendices

CONTENTS

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Altamir Amboise

� January: Free allotment of warrants for Altamir shareholders

(1 warrant per share)

� March: Announcement of a review looking into the possibility of an early merger

� 31 March: Valuation methods brought into line with the new EVCA rules

� June: Payment of the Altamir dividend (€5.4 million)

Merger of Amboise Investissement with Altamir to create Altamir Amboise

� 30 June: IFRS changeover

� July: Successful €120 million capital increase for Altamir Amboise. Significant strengthening of the interest held by partners from Apax Partners, up to 11.5% of the capital

2007: a major stage in the company’s development

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New valuation policy(Since 31/3/2007)

> Align valuations method with new rules recommended by the European Private Equity and Venture Capital Association (EVCA)

> Reducing the applied discounts based on a fair market value approach:

� Unlisted securities:

� For securities valued with the multiples method : 30% discount to listed peers multiples after having being held for 12 months (compared to 40% previously)

� Otherwise, unchanged method : at the investment cost or the last significant operation on the capital

� Listed securities or unlisted holdings valued on the basis of the listed operational companies : last stock price without any discount (compared to a discount of 20 to 30% previously)

N.B. Listed securities subject to negotiability restrictions arevalued at the closing stock price with a discount of 5% to 15%.

NB : IPO costs of Amboise Investissement which were capitalized at 31/12/07 have been substracted from the NAV at 30/03/07

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IFRS changeover(at 30 June 2007)

� Why? Further to the merger, Altamir Amboise’s stake in several companies is higher than the 20% threshold

� obligation to change over to the new accounting standards

� Benefit: The NAV calculation, which was previously done on an off balance sheet basis, can now be read directly under the IFRS accounts

� Impact on NAV: The dilutive value of warrants is recorded under liabilities on the balance sheet, reducing the NAV by the same amount

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� Appendices

CONTENTS

20

339321

9878

5550

280

2002 2003 2004 2005 2006 31/03/07 30/06/07 30/09/07

467 e

Change in total NAV

(€ million, at 31/12/N)

Altamir Altamir + Amboise Investissement

Altamir Amboise

Portfolio

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15.37 (2)

13.92 (1)

14.70e (3)

16.29

Change in NAV per share

+17.0%

31 Dec 06 31 Mar 07 30 Jun 07 30 Sep 07

(in euros, stake of shareholders holding ordinary shares)

+5.6%

(1) NAV at 31 Dec 06 = €13.92, based on the NAV published by Altamir (€225.8 ) and Amboise Investissement (€14.52)

(2) NAV at 31 Mar 07 = €15.37, as published in the merger document on 7 May 2007

(3) After factoring in €0.87 per share in non-recurring expenses and dividend payments

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Dynamic investment activityin 2007

4 new investments and commitments (€84M) :

� GFI Informatique via Itefin Participations

�� InfoProInfoPro CommunicationsCommunications

� U10 (in progress)

� Capio Diagnostics : acquisition of Unilabs (in progress)

2 finalised investments :

� TSS in september which merged with FTMSC under thenew name Vizada

� Increase of the holding in Prosodie via Camélia Participations which has a 96% stake of the company. A public buyout is scheduled.

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New investments

As a supplier of the international distribution industry, U10 has developed a business that generates added value as an intermediary creating custom designed products lines and services around household goods and personal leisure goods and accessories. Present in France, Spain and China, the Group employs 400 persons.

2006 revenues : €178.5m. listed on Euronext Paris

InfoPro Communications is the holding company of the leading French professional information group ETAI. The group executed agrowth strategy around a multi-media approach, building its presence in the automotive and industry markets through a mix ofdata bases, multi-media products, trade exhibitions and trade publications. The group currently employs 380 people, with subsidiaries in Spain, Italy, the US and China.

2007 revenues(e) : €70m

Acquisition of Gisi in progress (annual revenues ~€50m)

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New investments

One of the major player in the IT services sector in France, mainly for large corporates, public bodies and local authorities. GFI Informatique has over 40 branches in France and 9 international agencies in Southern and Northern Europe, Morocco and Canada and employed a workforce of more than 8,000.

2006 revenues : €633.1m. Listed on Euronext Paris

Capio, founded in Sweden in 1994, provides healthcare and diagnosis services and manages clinics in Scandinavia, the UK, France, Spain and Germany, making it the European private hospitalisation market leader. In 2005, it generated SEK 11,371 million in revenues (€1,250 million). In 2006, Capio was taken over by the funds managed by Apax Partners SA (11%), Apax Partners Worldwide and Nordic Capital; its shares have been delisted from the Stockholm stock market.

In 2007, the Capio Group announced the acquisition of Unilabs, the European leader for medical analysis, and is now going to split its business into two branches: Capio Hospitals and Capio Diagnostics.

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2002 2003 2004 2005 2006

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3

4

7

8

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(in € million)

17.5

6.9 6.2

19.5

Number of new companies

Investments and commitments9 months 2007

122.0

45.8

84.0

6 months2007

9 months2007

Altamir Amboise Altamir Amboise Investissement

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Realisations 9 months 2007

� Cartesis and Webraska (total realisation)

� Parkeon (almost total realisation) : The Apax funds have kept a 10% stake in the new acquisition holding of the company

� Outremer Telecom (partial realisation) : sale of 20% of the initial investment in connection with the IPO

� Aprovia (partial realisation) : sale of Tests group

� Alma and Season : refinancing

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9.1

19.4

23.8e25.0

6.7

41.3

13.4 12.6e

17.0

4.75.9

29.9

2002 2003 2004 2005 2006

Realisations and capital gains9 months 2007

NB : Altamir Amboise realisations concern the historical portfolio of Altamir

9 months 2007

Realisations Net capital gains

(in € million)

28

15.5

26.9

15.616.3

-1.9

-12.0

2002 2003 2004 2005 2006 1S 2007

Net income

� Dividend policy : 20% of the 2007 net income to Altamir Amboise shareholders.

(in € million)

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� Appendices

CONTENTS

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220

335

54

16

397e

80e *

31/12/2006 30/06/2007 30/09/2007

(Total NAV in euros, out of provisions for warrants)

Change in cash position

* Out of which €25m of commitments

280

477e

351

Cash

Portfolio

Others

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Breakdown of the portfolio

4%4%

92%13%18%

18%

8%

16% 27%

By sector By stage

Business & Financial Services

Tech

Telecom

(At 30/09/2007, at investment cost including commitments)

Healthcare

Media

Retail & Consumer

Venture

Development

LBO

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5%20.220.2Royer

5%20.620.6Equalliance

6%21.310.8Afflelou

79%312.6213.3TOTAL

6%23.623.6Vizada

6%24.124.1InfoPro communications

6%25.325.3Itefin Participations (GFI)

8%29.329.3Prosodie

9%37.037.0Capio

111.2

Valuation

28%

% portfolio in NAV

22.4Financière Hélios (Séchilienne Sidec)

Cost38 Companies

The 9 first holdings represent80% of the portfolio in NAV

(in € million, at 30/09/2007)

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Value creation within the portfolio

� Séchilienne-Sidec: Signature of a long term solar module supplyagreement with First Solar totalling 150 MW over theperiod of 2007 to 2012.

� Acquisitions carried out by Alma, Equalliance, Odyssey, Royer, Vedici (3 clinics: Nantes, Poitiers + 1 underway)

� Further funds raised for CoreValve, Galapagos, cc-hubwoo, Arkadin

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The subprime crisis has not affected Altamir Amboise… (1/3)

� NAV per share rose between 30 June 07 and 30 September 07 despite the general downturn in stock prices

(SBF 250: -5.8% over the period)

NAV per share NAVe per share

30 Jun 07 30 Sep 07

14.33*

14.70 e+2.5%

� N.B. The Company only revalues unlisted companies at 30 June and 31 December each year

*Pro forma NAV after the capital increase and IFRS changeover

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25%

39%36%

Securities valued at cost price

NAV at 30 Jun 07

Securities valued based on the stock prices of the company or the listed underlying vehicle

Securities valued with a 30% discount on the sample of listed comparables

19%

47%34%NAV at

30 Sep 07

� NAV per share rose between 30 June 07 and 30 September 07, although the weighting of cost price-valued companies has increased significantly

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� Cash is invested in secure money market products (BMTN)

� Altamir Amboise had invested and committed €84 million at 30 September 07, in line with its objective announced for €150 million in investments over 2007

� The year’s transactions (acquisitions and disposals) are financed

� Most of the 2007 realisations plan was finalised over the first half of the year

� Portfolio companies are in line with their budgets


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…but future impacts for private equity are uncertain

� Activity likely to slow down

� Wait-and-see attitude among both buyers and sellers

� But easier access to debt for mid caps than large caps

� Likely drop in valuations

� Private equity’s fundamentals remain unchanged

� What is the economic outlook for 2008/2009?

� Economic slowdown in the US

� Construction sector / interest rates / consumption

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Altamir Amboise: an asset poorly valued by the stock market

NAV vs. stock price performance since 1 Jan 07

Stock priceNAV per share

Discount between NAV per share and stock price

+2.1%

+17.0%

+5.6%

-12.9%-18%

-32%

at 30 Jun 07 at 30 Sep 07

31 Dec 06 30 Sep 07

Discount between NAV per share and stock price

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Market*DJ Stoxx PE 20 index in relation to the market** Altamir Amboise

Altamir Amboiseperformance

-15%

-4%

-6%

-5%

Facing page 7

(Source: Bloomberg at 28 September 2007)

(*DJ Stoxx 600 **DJ Stoxx PE 20)

Breakdown of Altamir Amboise’s stock market performance since 30 June 2007

Per

form

ance

sin

ce 3

0 Ju

ne 2

007

40

0

1

2

3

4

5

6

7

8

9

10

11

12

13

14

+ 215%

+ 45%

2 january 2002

Altamir Amboise share price

30 june 2007

SBF 250

Share price evolution since2002

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Altamir Amboise: an investment opportunity

� Pure player on the mid market

� Quality portfolio (47% at cost price)

� Today, Altamir Amboise has a significant size, halfway towards meeting the objective to create a €1 billion vehicle in time, and is expected to be part of the DJ Stoxx PE 20 index

� Just outside the top 10 on the DJ Stoxx PE 20 index

� In time, in the top 5 pure players on the DJ Stoxx PE 20

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5055

3842

2954

1372 1340 1255812 782 753 579 551 500e 395 365 327 327 321 260 219 203 196 176

8995555 6002 5574 1559 1635 2461 1113 793 650 655 - 488 462 436 564 373 295 300 274 491 518

3i

Wen

del

Eur

azeo

Inte

rmed

iate

Cap

ital

SV

G C

apita

l

Rat

os B

GIM

V

Ele

ctra

Arq

ues

Indu

strie

s

Abs

olut

e

Can

dove

r

Alta

mir

Am

bois

e

IP G

roup

Pan

theo

n

Man

agem

ent&

Cap

itali

Cie

du

Boi

s S

auva

ge

Cas

tle

Alta

mir

Am

bois

e

HG

Cap

ital

Din

amia

Cap

ital

Gra

phite

Sta

ndar

d Li

fe

Fre

e flo

at in

€m

Positioning of Altamir Amboise’s float size relative to DJ Stoxx 20 PE index components

Market capitalisation (€ million)

(Source: Bloomberg at 28 September 2007)

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Discount in relation to Altamir Amboise’s NAV and the closest DJ Stoxx PE 20 index components

30/09/07 31/12/06 28/09/07 31/08/07 21/09/07

-2%

39%

-10%

29%

-32%*

Altamir Amboise Candover Graphite HG Capital Absolute

Moyenne : 5%

-2%

(Source: companies, Bloomberg, stock prices at 28 September 2007)

(* based on the estimated NAV at 30 September 2007)

Last NAV published:

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(Sources: companies, Bloomberg, stock prices at 28 September 2007, Apax)

* limited partners’ share

15th

12th11th10th

13th

Candover Graphite Absolute AltamirAmboise

HG capital

Company NAVs (€ million at 30 Sep 07)

e

Altamir Amboise just outside the DJ Stoxx PE 20 index top 10

NAV at 30 Sep 07: 567e 547 531 436* 326

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Appendices

46

9

10

11

12

13

14

31/03/2007

Share price

30/06/2007

Share price evolution over thelast six months

Merger

(4 june 07)

Capital Increase

(11 july 07)

28/09/2007

Downturn of thefinancial market

(16 august 07)

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Altamir Amboise equity warrants

March 2008 September 2008

539,041 warrants

Trading name: Altamir Amb BS0308(former Altamir warrants)

3 warrants will make it possible to subscribe for 17 new shares

€30 million*

* Indicative amounts estimated based on stock prices at 26 September 2006

19,610,400 warrants

Trading name: Altamir Amb BS0908(former Amboise equity warrants)

4 warrants will make it possible to subscribe for 1 new share

€49 million*

In connection with the merger, the conditions for exercising Altamir and Amboise Investissement warrants have been modified

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� No taxation at company level

� Reduced taxation for European individual shareholders if shares are held for at least five years

� No dividend taxation if reinvested over the period

� No taxation on capital gains

� Payment of social tax (CSG + CRDS)

� Eligible to French PEA

Attractive taxation regime

Tax benefits linked to the status of the “SCR”

(Société de Capital Risque)

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Portfolio companies

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Tech

Majority or reference shareholder

World smartcard and contact-free ticket market leader(over 35 cities worldwide) covering public transport sector. Application RFID. 2006 revenues: €24.9 million.

One of the world’s leading electronic market places (e-procurement) for non-production purchases by large businesses, further to business combinations withcc-Chemplorer and Trade-Ranger. 2006 revenues: €32 million. Listed.

One of the leading providers of wealth management solutions for financial institutions. 15 of Europe’s top banks are clients2006 revenues: €62.2 million.

One of the major player in the IT services sector in France, mainly for large corporates, public bodies and local authorities. GFI Informatique has over 40 branches in France and 9 international agencies in Southern and Northern Europe, Morocco and Canada and employed a workforce of more than 8,000.

2006 revenues : €633.1m. Listed on Euronext Paris

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Tech


Undisputed world leader for roadside parking ticket machines. 2006 revenues: €140 million.

Pioneer Luxembourg company specialising in the development of sensor-based electronic systems and safety systems.2006 revenues: €150 million.

CCMX’s acquisition by CEGID created France’s number onemanagement software firm for small and medium-sized businesses and audit firms, number three in Europe, with more than 80,000 clients. 2006 revenues: €228 million. Listed.

A service provider which offers its customers a complete IT work station and a network infrastructure with technical support. 2006 revenues: $18 million.

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Telecom


Provider of online and IT services with high added value (ex: interactive voice services).

2006 revenues: €165.3 million

Leading alternative telephone operator in French overseas departments. Strong potential for developmenton ADSL and mobile telephony. Mobile successfully launched in Guyana, French West Indies and in Reunion. IPO in march 2007.

2006 revenues: €124 million.

Software company specialising in the development of image processing and improvement technologies for digital cameras, camera-phones and PCs.

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Telecom


Provider of audio-conference and data-conference services for medium and large businesses in Europe and the US.2006 revenues: €37 million.

Vizada results from the combination of two subsidiaries of telecoms operators -France Telecom Satellite Mobile Communications and Telenor Satellite Services-successively acquired in 2006 and 2007.

Vizada is a leading global provider of mobile satellite services ranging from handheld voice communications to high-end VSAT offering broadband communications in remote areas to customers including maritime fleets, emergency response teams, government and military units, news gathering organizations, natural resource exploration companies, enterprise businesses, airlines and more.

Annual turnover of about $600 million.

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Healthcare

Reference shareholder

Medical

systemsHealthcare services

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Healthcare


Bone diseasesOphthalmologyRespiratory illnessesCentral nervous

systemOncology

Bio-pharmaceuticals (clinical development companies)

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Media

Trade press publishers in France (L’Usine Nouvelle, LSA, …)2006 revenues: €131 million.Recent realisation of Test (01 Informatique, 01 Net, ...).

InfoPro Communications is the holding company of the leading French professional information group ETAI. The group executed a growth strategy around a multi-media approach, building its presence in the automotive and industry markets through a mix of data bases, multi-media products, trade exhibitions and trade publications. The group currently employs 380 people, with subsidiaries in Spain, Italy, the US and China.

2007 revenues(e) : €70m

Acquisition of Gisi in progress (annual revenues ~€50m)

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As a supplier of the international distribution industry, U10 has developed a business that generates added value as an intermediary creating custom designed products lines and services around household goods and personal leisure goods and accessories. Present in France, Spain and China, the Group employs 400 persons.

2006 revenues : €178.5 m. Listed on Euronext Paris

Retail & Consumer


With over 25 million shoes sold in 2006, the Royer Group is France’s leading shoe license company, distributing around 30 brands (Converse, Morgan, Von Dutch, Airwalk, Naf-Naf, Paul & Joe Sister, etc.), through both independent and mass market retailers.

In January 2007, the group entered a key stage in its development, by acquiring Kickers, the famous French brand of coloured shoesdistributed throughout the world. Royer has also just acquired theStéphane Kélian brand, on the upmarket.

2006 revenues : €150 m (€210 m with Kickers).

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Retail & Consumer


Market leading brand specialised in optical product sales, 800 points of sale, franchiser and product designer. H1 FY 2006/2007: €78 million. Listed.

Store chains specialised in interior design.Heytens: 109 stores specialising in made-to-measure curtains, primarily in France and BelgiumMondial Tissus: French market leader for custom-cut material sales, with 70 stores.2006 revenues: €190 million.

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Number one French e-commerce site specialised in the sale of electronics and IT goods (digital audio/image, hi-fi video TV, telephony). H1 2006 FY revenues: €115 million. Listed.

Retail & Consumer


Fashion designer and distributor, with collections distributed in over 55 countries, through a network of 600 branded points of sale. H1 2006 FY revenues: €98 million

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Business & Financial Services


Company active on cogeneration power production withtwin-fuel facilities – bagasse-coal(50% of electricity production in Reunion,25% in Guadeloupe, 30% in Mauritius). Listed.Signature of a long term solar module supply agreementwith First Solar totalling 150 MW over the period of 2007 to 2012.2006 revenues: €181.1 million

European market leader for operational consulting services, optimising social security, tax and operating costs as well as financing for innovation2006 revenues: €151 million

One of the leaders in investment real estate in France. Integrated group covering three business segments: - Real estate development (Oceanis) - Property administration (La SIT) - Parahotel operation(Groupe Suites Résidences)2006 revenues: €291 million

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Altamir Amboise

11 october 2007

Maurice Tchenio, Chairman and CEO

Monique Cohen, Deputy CEO

Documents

Altamir Amboise - Actusnews Wire€¦ · HSBC Small Company Index 13.3 JP Morgan EuroBonds 11.0 ... last stock price without any discount (compared to a discount of 20 to 30% previously)