Interim Report 2008 Content
KEY FIGURES 03
THE COMPANY AND ITS ENVIRONMENT 04
The Company 05 Share price and net asset value 06
PORTFOLIO 08
Public equity 09 Private equity 10
FINANCIAL REPORT 12
FINANCIAL INFORMATION 18
Consolidated nancial statements at 30 June 2008 19
This is a translation of the nancial report written in French and has been prepared for the convenience of English-speaking readers. In the event of any discrepancy between this document and the French original, only the French original is authoritative. 3
Key Figures
In EUR 30.06.2008 30.06.2007
Per share data Estimated value 112.21 123.80
Market price 80.00 95.90
Dividend (paid) 3.40 3.00
Diluted net income per share 1.88 12.99
EUR million 30.06.2008 30.06.2007
Earnings Net income 8.8 61.5
Balance sheet Equity 524.7 584.7
Total assets 533.9 598.8
EUR million 30.06.2008 % 30.06.2007 %
Investments Listed companies 319.7 62 357.4 60
Direct private equity investment 88.8 17 92.1 16
Private equity funds 41.9 8 35.4 6
Loans and receivable 5.4 1 1.3 0
Total non-current investments 455.8 88 486.2 89
Trading assets 12.9 3 18 3
Cash at banks 46.6 9 88 15
Total investments 515.3 100 592.2 100
30.06.2008 30.06.2007
Shares Total shares issued 4,773,321 4,773,321
Shares held by the Company 97,245 50,423 THE COMPANY AND ITS ENVIRONMENT The company and its environment / 5
| The company |
BIP Investment Partners SA (BIP) is an investment company founded in April 2000 under the name BGL Investment Partners at the joint initiative of Banque Générale du Luxembourg (BGl), now Fortis Banque Luxembourg, and a group of private investors in Luxembourg. BIP aims to create value for its shareholders over the medium term through investments in listed and unlisted companies with signi cant growth potential in Luxembourg and neighbouring countries.
BIP invests in listed companies and promising unlisted companies, either directly in the form of private equity or indirectly through interests in private equity or venture capital funds. The Board of Directors regularly reviews weightings and limits for these three types of assets.
Investments in listed companies Private equity BIP invests in high-capitalization listed companies that are based BIP intends to win a leading place in Luxembourg and its region in Luxembourg and neighbouring countries or carry signi cant for private equity investments including management buyouts, weight in the Luxembourg economy. These investments, which development capital and later-stage venture capital. yield attractive returns for a level of risk close to the market average, provide a sound base for the portfolio, generating a As an active shareholder, BIP promotes entrepreneurship and reliable ow of earnings to fuel steady rises in the dividends paid provides support for the continuing development of the compa- out each year. nies it invests in.
BIP also uses its research capabilities and familiarity with businesses and markets to identify small and medium-sized listed companies, a category often neglected by institutional investors, with potential for attractive gains. In most cases, these companies are based in the countries surrounding Luxembourg.
In additional to its geographical pro le, BIP uses in-depth knowledge of speci c economic sectors to acquire interests in companies in these areas. 6 \ The company and its environment
Private equity and venture capital BIP is listed on the Luxembourg stock exchange and is a investment funds component of the LuxX index.
BIP offers its shareholders privileged access to the best Fortis Banque Luxembourg holds a 25.8% equity interest in BIP, performing private equity and venture capital funds La Luxembourgeoise holds 10%. investing in companies based in Luxembourg and neighbouring countries, focusing on technology centres and high-growth business sectors.
BIP aims to create value through its expertise in portfolio management and active support for the companies in which it holds direct interests, in particular by fostering synergies between them.
| Share price and net asset value |
130
120
110
100
90
80
70
60
50
40
30 BIP estimated fair value BIP share price 02/07/2007 02/11/2007 02/07/2005 02/01/2007 02/07/2006 02/11/2005 30/10/2004 02/11/2006 02/01/2008 02/01/2006 02/05/2007 02/09/2007 02/03/2007 30/12/2004 02/05/2005 02/09/2005 02/03/2005 02/05/2008 02/05/2006 02/09/2006 02/03/2008 30/06/2004 02/03/2006 30/08/2004 The company and its environment / 7
Indices Liquidity
The table below lists performances of main references: 30.06.2008 30.06.2007
Total number of shares traded on the Luxem- 59,157 157,662 30.06.2008 31.12.2007 Change bourg Stock Exchange
Eurostoxx 50 3,353 4,399 -23.8%
S&P 500 1,280 1,468 -12.8%
LuxX 1,991 2,419 -17.7% BIP - 80.00 98.00 -18.4% share price BIP - estimated 112.21 123.85 -9.4% fair value PORTFOLIO Portfolio / 9
| Public Equity |
Company Number of shares held Share price at Share price at Percentage change at 30.06.2008 30.06.2008 31.12.2007
Altamir Amboise (1) 830,964 6.50 9.05 -28.2%
ArcelorMittal 700,000 62.80 53.19 18.1% Evertz Technologies 584,200 19.51 29.64 -34.2% (in CAD) EVS 735,682 56.78 79.60 -28.7%
Fortis 2,700,000 10.16 18.01 -43.6%
Metris 570,133 7.10 13.25 -46.4%
Nanogate 478,307 20.00 29.70 -32.6%
RTL Group 942,247 72.14 77.53 -6.9%
SES 2,710,000 16.10 18.00 -10.6%
Vale (in BRL) 700,000 47.70 50.75 -6.0%
(1) New investment made during the rst semester 2008.
Listed investments are recognized under “Available-for-sale The portfolio of listed securities also includes investments nancial assets” on the balance sheet. This item also includes appearing under “Financial assets held for trading” on the bal- listed investments not shown above and representing a total ance sheet. They represent an amount of EUR 12,859,268 on amount of EUR 53,357,198 on the basis of market prices at 30 the basis of market prices at 30 June 2008. June 2008. 10 \ Portfolio
| Private Equity |
Direct investments
At 30 June 2008 Cost Percentage interest BIP’s representation (in EUR million)
Cargolux 30.2 11.5% 1 director
Artelis 9.3 9.5% 1 director
EuroDNS 6.4 20% 1 director
XDC 6.0 12.9% 1 director
NordSüd Spedition 5.3 49% 1 director
Assisteo 3.0 20% 1 director
IEE 2.6 10% 1 director
21Net 2.4 12% 1 director
Escaux 2.1 21% 1 director
Technolia 1.9 48% 1 director
IP Casting 1.6 25% 1 observer
Enzymotec 1.4 3% 1 director
SmartAir 0.5 27% 1 director
Only the main direct Private Equity investments are listed above. Portfolio / 11
Investments in Private Equity Funds (Indirect investments)
At 30 June 2008 Cost Percentage Paid-in capital (in EUR million) of fund held
Hamilton Lane Co-Investment Fund 6.5 90% 6.1%
Lynx Capital Ventures 5.3 98% 14.7%
Apax France VII 4.6 62% 1%
Life Sciences Partners III 4.0 68% 6.8%
Mangrove II 3.3 66% 4.2%
Carlyle Venture Partners III 2.9 42% 1.6%
Carlyle Venture Partners II 2.8 86% 0.8%
Carlyle Europe Technology Partners 2.5 97% 2.4%
Denkaria B.V. (BMI) 2.2 100% 25%
New Tech Venture Capital (NTVC) 2.2 100% 9.7%
Vertex III 1.9 53% 3.4%
Robertsau Investissement 1.7 100% 9.7%
Millennium Material Technologies Fund II 1.6 100% 4.9%
European Investment Fund 1.2 21% 0.1%
Saarländische Wagnis nanzierungsgesellschaft 1.0 100% 10.1%
Field 0.7 15% 14.3%
Carlyle Europe Technology Partners - Co-Investments 0.7 76% 2.4%
Coller International Partners IV 0.6 84% 0.2%
Carlyle Europe Technology Partners II 0.2 2% 1.4% FINANCIAL REPORT Financial Report / 13
The Board of Directors of BIP, an investment company listed on the Luxembourg Stock Exchange, met on 11 July 2008 and con rmed results for the six months to 30 June 2008.
While market conditions were extremely unsettled in the rst half of the year, assets held by BIP Investment Partners held up well in the face of the overall trend, with the Company’s net asset value per share down 9.4% compared with declines of 17.7% and 23.8%, respectively, for the LuxX and EuroStoxx 50 indices. The share price fell 18.4%, widening the gap relative to net asset value to 28.7% at June 30.
Over the six-month period, net pro t totalled EUR 8,816,373 in a context of unfavourable nancial markets. The international banking sector was particularly hard hit, taking a toll on markets generally, and BIP was forced to write down EUR 18.8 million of its investment in the Fortis group to set the value of this investment at EUR 27.4 million or 5.2% of net assets. The resilience of investments in steel and mining combined with selective divestments in this sector helped limit the impact of this writedown on earnings.
Investment Activities In June, BIP acquired an equity interest in Germany’s NordSüd Private Equity Spedition, a leading supplier of logistics services operating a eet of over 400 trucks, through a leveraged buyout. NordSüd BIP made several new investments in unlisted businesses during is highly integrated in customer value chains, offering made- the rst half of the year — a direct result of unsettled conditions to-measure solutions for white goods and outsourced intra- on nancial markets as a whole and stock markets in particular. company logistics. It has posted double-digit growth over This, in turn, made for more reasonable valuations of privately the past decade, and now employs around 800 people with held companies, enabling the Company to seize investment 2008 revenues projected to reach around EUR 80 million. opportunities in its region. While some of these targets are very BIP invested over EUR 5 million in equity and mezzanine debt young, they have the potential for building pro table operations, to hold 49% of total capital, with management holding the in most cases at European level. majority.
In March, BIP took a 20% interest in EuroDNS, a Luxembourg BIP invested EUR 2.1 million in Escaux, a Belgian company company active in domain-name registration. A fast-growing and specialized in IP telephony and uni ed communication solutions pro table business, EuroDNS has quickly become a European for private and public-sector businesses. Founded in 2001, leader in its eld thanks to partnership arrangements with over Escaux develops and markets software suites and related 70 registers around the world. 14 \ Financial Report
services in this area. A pro table business that has seen EUR 150 million transaction. The Carlyle European Technology striking growth in sales in recent years, it counts over 500 Partners fund and its co-investment fund exited from corporate customers. Transics through a secondary placement. Together, these two transactions generated EUR 2.2 million for BIP. Since June 30, BIP took an equity interest in SmartAir, teaming up with other LSP III has announced an additional exit following a bid by the Luxembourg and French nancial investors for an initial invest- UK’s Shire Pharmaceuticals for Jerini, a German company in its ment of EUR 1.8 million payable in several tranches. SmartAir portfolio. is a recently founded Luxembourg company that specializes in business-jet time-sharing for professional and private travel. Listed investments Investment activities on stock markets saw active management Turning to co-investments with private equity funds in which BIP of existing lines. New investments represented EUR 59 million, has already invested, the Company raised its interest in Israeli while divestments totalled EUR 64 million and generated business Enzymotec to EUR 1.5 million. Enzymotec specializes EUR 15 million in net capital gains. These included transac- in lipid-based ingredients used in functional nutrition, infant tions that reduced exposure to ArcelorMittal (38% reduction), nutrition (as a substitute for mothers’ milk) and in various areas Vale (18% reduction in the second quarter) and Fortis (12% of clinical nutrition and dietary supplements. reduction).
Other private equity transactions included recapitalization at IEE At the same time, BIP signi cantly raised its interest in with a dividend distribution that generated EUR 5.9 million for Nanogate, a company based in the Saarland region of BIP. Germany, and now holds over 25% following an off-market transaction in May 2008. While Nanogate (market capitaliza- At Cargolux, 2007 was a strong year with sales up 11.8% to USD tion EUR 34 million) has been adversely affected by small caps’ 1,679 million, EBIT up 11.3% to USD 165.4 million, and net fall from favour on nancial markets, BIP believes the company pro t before provisions up 30.5% to USD 107.8 million. These has very signi cant medium-term potential. good results were tempered by provisions for risks related to an investigation into anti-competitive practices by airlines. Even Nanogate specializes in chemical nanotechnology applications so, and despite rising aviation fuel prices that cut into nancial that signi cantly enhance the physical performance of existing results in the rst half, Cargolux has continued to do well in products by reinforcing their anti-corrosive, anti-bacterial, hydro- 2008. phobic, tribologic and optoelectronic properties. Applications cover a broad range of sectors, materials and substrates. Turning to distributions received from private equity funds, The company offers comprehensive nanotechnological platforms the period included a successful exit by Life Science Partners III to a host of industrial clients in sectors ranging from ceramics to (LSP III) at a multiple of four from German biotechnology the automotive industry, and has several major agreements for specialist U3 Pharma AG. The company was sold to Daiichi strategic ventures with international partners. Sankyo, a major Japanese pharmaceuticals rm, in a Financial Report / 15
A new investment totalling EUR 5.9 million was made in Altamir This gain does not take into account the dividends that BIP has Amboise, a listed company managed by Apax France associates paid out regularly to make a total of EUR 11.65 per share since that invests all of its assets in buyout transactions alongside the Company was founded. Apax France private equity funds. Consolidated nancial statements at 30 June 2008 A second new investment, this time for EUR 7.3 million, Half-yearly nancial statements are presented in compliance with targeted Brazil’s Companhia Siderurgica Nacional (CSN). CSN is IFRS pursuant to the Regulation of the European Parliament and one of the world’s most pro table steel companies, recording the Council dated 19 July 2002. The statements are consolidated highest EBITDA margins. A key advantage is access to its own accounts for the Company and its subsidiary, BIP Venture iron ore mines, now expanding rapidly. Partners, S.A. SICAR.
Estimated value per share: EUR 112.21 Consolidated balance sheet At 30 June 2008, estimated value per BIP share was The Company’s balance sheet totals EUR 534 million. The EUR 112.21, down 9.4% from the beginning of the year. This main item on the liabilities and shareholders’ equity side is is based on the fair value of the investments in its portfolio, shareholders’ equity in an amount of EUR 525 million, calculated in keeping with the rules used for Company accounts including EUR 66 million in undistributed earnings. The Company under IFRS. Estimated net asset value per share, published had no nancial debt at 30 June 2008. The Board of Directors monthly in the press and on the Company’s website, re ects the recently decided to take out credit lines totalling EUR 50 million realizable value of assets in its portfolio. to provide the resources needed to take advantage of investment opportunities following declines in company valuations both on BIP paid a dividend of EUR 3.40 per share in March 2008; stock markets and in private equity transactions. allowing for this account, estimated value per share declined 6.7%. Among non-current assets, the principal items are “Available-for- sale nancial assets” comprising primarily investments in listed Taking a longer-term view, since the Company’s stock-market companies in an amount of EUR 317 million, and “Financial listing on 6 June 2000, estimated net asset value per share has assets at fair value through pro t and loss“, in an amount of risen 49% from EUR 75 to EUR 112.21. Over the same period, EUR 133 million, consisting mainly of direct investment in the EuroStoxx 50 index declined 37% and the LuxX index rose private equity (EUR 89 million) and in private equity funds 30% — gures that re ect both the strong performance of listed (EUR 42 million). companies in Luxembourg, many of which are in BIP’s portfolio, and the stronger than average performance of BIP assets. As a result of the discount markets apply to investment rms, the stock price rose only 7% to stand at EUR 80 on 30 June 2008. 16 \ Financial Report
Other non-current assets comprise loans totalling The net result for nancial assets at fair value through pro t EUR 5.4 million to companies in which BIP has invested and loss, representing investments in unlisted companies, was and deferred tax assets totalling EUR 14.8 million, representing a EUR 4.7 million loss compared with a EUR 35 million pro t loss carryforwards that can be used in subsequent periods. in the rst half of 2007. This total includes dividends and other revenues in an amount of EUR 3.6 million, net pro t on Current assets include “Financial assets held for trading” in an divestments of EUR 0.04 million, and fair-value adjustments in amount of EUR 12.9 million. These are short-term investments an amount of EUR 8.4 million. in securities listed on Euronext, German and Swiss exchanges. A total of EUR 46.6 million is on deposit with banks. Net pro t on nancial assets held for trading, generated by short-term transactions on the stock market, came to EUR 1.1 million, compared with EUR 2.7 million in the rst Consolidated pro t and loss account half of 2007. In the rst six months of 2008 the Company reported net earnings of EUR 8.8 million compared with EUR 61.5 million Other interest and assimilated income totalled EUR 1.0 million, for the same period of the previous year, when it booked major including interest on bank deposits and income from transac- capital gains on its private equity portfolio. tions in nancial derivatives.
Dividends and other income from available-for-sale nancial Operational management expenses totalled EUR 1.4 million assets amounted to EUR 10.7 million, up sharply from or 0.54% of assets under management (p.a.). This includes EUR 7.9 million in 2006. external expenses of EUR 0.6 million and personnel expense totalling EUR 0.7 million. Other taxes include wealth tax Net earnings on the disposal of available-for-sale nancial assets and withholding tax on dividends representing a total of amounted to EUR 15.2 million compared with EUR 19 million EUR 0.7 million. Value corrections to tangible xed assets for the same six-month period in 2007. totalled EUR 0.01 million and interest and other expenses on transactions EUR 0.6 million. Adjustments in the value of available-for-sale nancial assets in an amount of EUR 18.8 million concerned BIP’s investment in Fortis. Financial Report / 17
Pre-tax income on ordinary business came to EUR 1.8 million As in previous years, BIP’s short-term pro t will depend in compared with EUR 62.8 million in the rst six months of 2007, large part on overall stock-market trends and the operational when BIP booked major capital gains on its private equity performance of the companies in its portfolio. The quality of the portfolio. Income tax represented a credit of EUR 7 million businesses in which BIP has invested and its sound balance compared with a EUR 1.3 million charge in the rst half of 2007. sheet will enable it to ride out current turbulence. This results from tax deferrals due to the deductible nature of expenses and most capital losses, realized and non-realized, whereas part of capital gains are not taxable.
Net pro t over the six-month period came to EUR 8.8 million vs. EUR 61.5 million in the rst half of 2007, setting net earnings per share at EUR 1.88 (vs. EUR 13.01 in 2007).
It should be noted that the Company’s recurring revenues correspond primarily to annual dividends that are generally paid in the second quarter and thus not recurrent in the second half. Moreover, capital gains on divestments result from opportunities that arise on markets, and are thus not necessarily repeated in the second half of the year.
Recent developments and outlook With markets expected to steady, the Company is continu- ing an intensive investment strategy. Several investments and divestments are now being completed, with the Company in the process of acquiring an interest in Luxair. FINANCIAL INFORMATION Financial information / 19
| Consolidated profit and loss account at 30 June 2008 |
From 01.01.2008 From 01.01.2007 From 01.01.2007 In EUR Notes to 30.06.2008 to 30.06.2007 to 31.12.2007
Dividends and other income on available-for-sale 5 10,655,286 7,867,271 11,841,366 nancial assets Net income on disposal of available-for-sale 17 15,223,037 18,999,811 39,972,414 nancial assets Net income on nancial assets at fair value through 6 (4,744,756) 34,929,184 24,037,409 pro t or loss Net income on nancial assets held for trading 7 1,096,687 2,667,373 4,203,021
Other interest and similar income 8 1,049,951 985,937 2,797,071
Value adjustments on available-for-sale nancial assets 17 (18,764,874) - (2,434,709)
Other esternal expenses 9 (656,059) (722,406) (1,449,928)
Staff costs 10 (758,061) (794,060) (1,794,752)
Other taxes 12 (672,679) (713,953) (1,040,018)
Depreciation of property, plant and equipment 15 (12,675) (10,580) (23,860)
Interest and similar expenses 11 (610,726) (399,939) (1,127,840)
Income from ordinary activities, before tax 1,805,131 62,808,638 74,980,174
Income tax 12 7,011,242 (1,333,182) (3,447,768)
Net income 8,816,373 61,475,456 71,532,406
Basic earnings per share 13 1.88 13.01 15.16
Diluted earnings per share 13 1.88 12.99 15.14
The accompanying notes form an integral part of the consolidated nancial statements. 20 \ Financial information
| Consolidated balance sheet at 30 June 2008 |
Assets
In EUR Notes 30.06.2008 31.12.2007
Non-current assets
Property, plant and equipment 2,15 81,054 78,150
Available-for-sale nancial assets 2, 16, 17 317,498,871 381,533,086
Financial assets at fair value through pro t or loss 2, 16, 18 132,935,420 126,762,852
Loans and receivables 2, 16, 19 5,378,036 2,817,342
Deferred tax assets 2, 12 14,784,748 2,774,012
470,678,129 513,965,442
Current assets
Financial assets held for trading 2, 16 12,859,268 7,190,500
Derivative instruments 2, 20 2,409,756 837,436
Other receivables 2, 21 1,382,858 10,304,926
Cash and cash equivalents 22 46,601,135 58,764,486
63,253,017 77,097,348
Total assets 533,931,146 591,062,790
The accompanying notes form an integral part of the consolidated nancial statements. Financial information / 21
Shareholders’ Equity and Liabilities
In EUR Notes 30.06.2008 31.12.2007
Shareholders’ equity
Issued share capital 23 119,333,025 119,333,025
Own shares 24 (7,312,824) (6,437,035)
Reserves 25 273,439,372 243,439,372
Revaluation reserve on available-for-sale nancial assets 26 73,191,184 121,188,061
Undistributed income 66,046,678 103,142,461
Total shareholders’ equity 524,697,435 580,665,884
Non-current liabilities
Deferred tax liabilities 2, 12 3,381,712 6,042,821
3,381,712 6,042,821
Current liabilities
Financial instruments 4,795,400 -
Other liabilities 27 1,056,599 4,354,085
5,851,999 4,354,085
Total shareholders’ equity and liabilities 533,931,146 591,062,790
The accompanying notes form an integral part of the consolidated nancial statements. 22 \ Financial information
| Consolidated cash flow statement at 30 June 2008 |
In EUR From 1.1.2008 From 1.1.2007 to 30.06.2008 to 30.06.2007
Cash ows from operating activities
Net income 8,816,373 61,475,456
Depreciation of property, plant and equipment 12,675 10,580
Value adjustments on available-for-sale nancial assets 18,764,874 -
Changes in fair value of nancial assets at fair value through pro t or loss 8,373,064 (16,658,986)
Changes in fair value of nancial assets held for trading 1,557,118 227,354
Net gains on disposal of available-for-sale nancial assets (15,223,037) (18,999,811)
Net gains on disposal of nancial assets at fair value through pro t or loss (41,132) (17,211,181)
Other (2,135,789) 1,577,424
Operating cash ow 20,124,146 10,420,836
Changes in working capital
Net disposals of nancial assets held for trading (7,225,886) (7,551,987)
Other changes in working capital requirements 4,248,876 (32,941,133)
CASH FLOWS (USED IN)/FROM OPERATING ACTIVITIES 17,147,136 (30,072,284)
Cash ows from investing activities
Acquisitions of property, plant and equipment (15,579) (2,679)
Investments in available-for-sale nancial assets (58,813,555) (30,159,081)
Investments in nancial assets at fair value through pro t or loss (19,938,779) (10,684,736)
New loans and receivables (2,591,347) (525,000)
Proceeds from disposals of available-for-sale nancial assets 63,648,454 53,965,807
Proceeds from disposals of nancial assets at fair value through pro t or loss 5,434,279 36,453,606
Repayments of loans and receivables - 3,012,857
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES (12,276,527) 52,060,774
Cash ows from nancing activities
Repurchase of own shares (1,121,804) (223,110)
Dividends paid (15,912,156) (14,174,361)
CASH FLOWS USED IN FINANCING ACTIVITIES (17,033,960) (14,397,471)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (12,163,351) 7,591,019
Cash and cash equivalents at beginning of year 58,764,486 45,311,565
Cash and cash equivalents at end of year 46,601,135 52,902,584
Additional information
Taxes paid on income for the period - -
Interest paid 469,387 -
The accompanying notes form an integral part of the consolidated nancial statements. Financial information / 23
| Statement of changes in consolidated shareholders’equity at 30 June 2008 |
In EUR Issued share Own shares Reserves Revaluation Undistributed income Total capital reserve on shareholders’ available-for- equity sale Legal reserve Other nancial reserves Retained Net income assets earnings
At 1.1.2007 119,333,025 (2,941,362) 11,933,303 161,506,06 96,188,650 44,828,792 70,955,624 501,804,101 Dividends and appropriation of 70,000,000 (13,218,737) (70,955,624) (14,174,361) 2006 net income Changes in own (119,220) (119,220) shares Changes in fair value ofavailable- for-sale nancial 35,699,728 35,699,728 assets, net of deferred taxes Total income and expenses recog- (47,996,877) nised directly in equity Net income 61,475,456 61,475,456 Total 97,175,184
At 30.06.2007 119,333,025 (3,060,582) 11,933,303 231,506,069 131,888,378 31,610,055 61,475,456 584,685,704
At 01.01.2008 119,333,025 (6,437,035) 11,933,303 231,506,069 121,188,061 31,610,055 71,532,406 580,665,884 Dividends and appropriation of 30,000,000 25,620,250 (71,532,406) (15,912,156) 2007 net income Changes in own (875,789) (875,789) shares Changes in fair value of available-for- sale nancial (47,996,877) (47,996,877) assets, net of deferred taxes
Total income and expenses (47,996,877) recognised directly in equity Net income 8,816,373 8,816,373 Total (39,180,504)
At 30.06.2008 119,333,025 (7,312,824) 11,933,303 261,506,069 73,191,184 57,230,305 8,816,373 524,697,435
The accompanying notes form an integral part of the consolidated nancial statements. 24 \ Financial information
| Notes to the consolidated financial statements |
Note 1 – General The Company may also provide loans or guarantees to other BIP Investment Partners S.A. (“the Company”) is a public companies in which it holds direct or indirect investments or to limited company (société anonyme) incorporated as BGL companies in the S.A. me group, or assist such companies by Investment Partners S.A. on 17 April 2000 under the other means. Luxembourg law of 10 August 1915 (as amended) on commercial companies, (the “Law”). The Company is listed The Company may also borrow, with or without guarantee or on the Luxembourg stock exchange under ISIN code collateral (in any form whatsoever, including via the issue of LU0110790085. Its registered of ce is located at 1, rue des convertible and non-convertible bond loans or any other type of Coquelicots, L-1356 Luxembourg. debt instrument), on condition that the borrowings are used to further its corporate objects, or those of its subsidiaries, associ- The Company’s nancial year runs from 1 January to ates or af liates. More generally, the Company may carry out 31 December. any nancial, commercial or industrial activities that are likely to further its corporate objects. The Company is 25.8%-owned by Fortis Banque Luxembourg S.A., whose registered of ce is located at BIP Venture Partners S.A., SICAR (the “SICAR”) is a public 50, avenue J.F. Kennedy, L-2951 Luxembourg. limited company (société anonyme) incorporated on 26 January 2006 for an unlimited period in accordance with the law of The Company is accounted for by the equity method in the 15 June 2004 concerning venture capital investment companies consolidated nancial statements of Fortis Banque Luxembourg (the “SICAR Law”). On 27 January 2006, the Company made S.A. Copies of Fortis Banque Luxembourg S.A. ’s consolidated an in-kind contribution of one of its existing investment nancial statements and management report are available at portfolios to the SICAR. In consideration of this contribution, the its registered of ce. SICAR increased its capital by an amount of EUR 22,293,000 through the issue of new shares with no par value. The consolidated nancial statements of Fortis Banque On 27 January 2006, the auditor of the SICAR issued a report Luxembourg S.A. are consolidated by Fortis Banque S.A., on the non cash-based contributions made within the scope whose registered of ce is located at 3, Montagne du Parc, of this transaction. At 31 December 2007 and 31 December B-1000 Brussels. Copies of Fortis Banque S.A.’s consolidated 2006, the Company holds all of the SICAR’s share capital. nancial statements and management report are available at its registered of ce. The consolidated nancial statements of BIP Investment Partners S.A. were adopted by the Board of Directors on 11 July 2008. The Company’s objects are to acquire equity interests and investments, in any form whatsoever, in companies Note 2 – Accounting principles incorporated in Luxembourg or elsewhere; to buy, sell, exchange, or otherwise transfer shares, bonds, debt certi cates, Basis of preparation commercial paper, derivatives and all other marketable securities The consolidated nancial statements of BIP Investment Partners or nancial instruments; and to administer, develop and manage S.A. and its subsidiary, BIP Venture Partners S.A., SICAR (“the its portfolio. Its object is also to identify innovative companies Group”), have been prepared in accordance with the historical and companies with signi cant economic potential based in cost principle, with the exception of available-for-sale nancial the Grand Duchy of Luxembourg or elsewhere. It may enter into assets, nancial assets at fair value through pro t or loss and partnerships with these companies, or any other interested derivative instruments, which have been measured at fair value. parties, for the purpose of providing expertise and advice in the The consolidated nancial statements are presented in euros areas of nance, administration, organisation and management. (EUR). Financial information / 25
The Group’s consolidated nancial statements have been Intercompany transactions and balances, as well as the prepared under International Financial Reporting Standards unrealised gains, losses, revenues and expenses included (“IFRS”) as adopted for use by the European Union. in the carrying value of assets related to internal Group transactions, are eliminated in full on consolidation. The Group’s consolidated nancial statements at 31 December 2006 were the rst it prepared under IFRS. The adjustments The subsidiary is consolidated from the acquisition date, which resulting from the transition from Luxembourg GAAP to IFRS corresponds to the date on which the Company acquired con- are recognised under equity in the opening IFRS balance sheet trol, through to the date on which it relinquishes control. at 1 January 2005, in line with the rules on retrospective application set out in IFRS 1. The Group has elected to use the exemption available to venture capital organizations under IAS 28 and does not apply The consolidated nancial statements comprise the nancial the equity accounting method to investments in companies statements of both BIP Investment Partners S.A. and the SICAR. over which it has signi cant in uence. IAS 28 requires such The nancial statements of the subsidiary are prepared under investments to be measured at fair value through pro t or loss by IFRS and cover the S.A. me reporting period as the Company, designating them upon initial recognition as nancial assets at thereby ensuring consistent application of accounting policies. fair value through pro t or loss.
Scope of consolidation and main changes during the period The scope of consolidation comprises the following companies:
Company Holding Note 30.06.2008 31.12.2007
BIP Investment Partners S.A. - - Parent company
BIP Venture Partners S.A., SICAR 100 % 100 % Consolidated upon incorporation on 26 January 2006.
The Group’s consolidated nancial statements comprise the accounts of the Company and its wholly-owned subsidiary, BIP Venture Partners S.A., SICAR. At 30 June 2008 and 31 December 2007, the Company has exclusive control over its subsidiary, which is fully consolidated within its nancial statements. 26 \ Financial information
may have a material impact on the reported amounts of assets Changes in accounting policies and liabilities. The accounting policies used to prepare the nancial statements at 30 June 2008 are consistent with those used in the previous Fair value of nancial assets at fair value through pro t or loss nancial year. Financial assets designated at fair value through pro t or loss upon initial recognition include direct private equity investments New standards, amendments to existing standards and and investments in private equity funds. interpretations were issued with an effective date for nancial periods beginning on or after January 1, 2008. The Group has Direct private equity investments are recognised at fair value as chosen not to early adopt these standards and interpretations determined by the Board of Directors. Fair value is the amount at its effective date. for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length IFRS 8 – Operating segments transaction. IFRS 8 is effective for accounting periods beginning on or after 1 January 2009 and introduces new disclosure requirements in When estimating the fair value of an investment, the Board of relation to the Group’s operating segments. Directors uses valuation techniques that take account of the nature, conditions and circumstances of the investment, as well Signi cant judgments, estimates and assumptions as its importance within the total investment portfolio. Its valua- Estimates tions are based on reasonable assumptions and estimates. In applying its accounting policies, the Group made an assumption (as well as a number of estimates). This assumption At 30 June 2008, the fair value of direct private equity has a material impact on the amounts reported in the nancial investments in unlisted companies amounts to EUR 88,840,413 statements and is discussed below. (EUR 84,315,129 at 31 December 2007). Further details are provided in note 18 “Financial assets at fair value through pro t Financial assets designated at fair value through pro t or loss or loss”. The Group has invested in unlisted securities and private equity funds. These assets are part of a group of nancial assets that Investments in private equity funds are valued at the net asset is managed and its performance evaluated on a fair value basis value reported by the fund managers, based either on the in accordance with a documented risk management strategy. fund’s own accounts or on non-accounting information such Accordingly, these assets are presented at fair value through as market prices or the fair values of other investment funds. pro t or loss in accordance with the Fair Value Option provided In principle, the valuation is based on information provided by for under IAS 39. the fund manager used to prepare the fund’s own accounts for the quarter preceding the close of the Company’s consolidated Use of estimates nancial statements. In exceptional circumstances, the Board of The preparation of nancial statements requires the use of Directors may adjust such valuations when it has other informa- estimates regarding future conditions that affect the reported tion concerning the value of the fund due to its knowledge of the amounts of assets and liabilities, revenues and net income. investments in question. Conditions and circumstances prevailing in the future may differ from those forecast. Estimates are prepared using available At 30 June 2008, the value of investments in private equity information but inevitably involve a certain degree of judgment. funds amounts to EUR 41,949,172 (31 December 2007: EUR 39,611,885). Set out below are the main estimates made in respect of future events and other sources of uncertainty at the balance sheet Further details are provided in note 18 “Financial assets at fair date. Any changes in these estimates during the nancial period value through pro t or loss”. Financial information / 27
Deferred tax assets Investments and other nancial assets Deferred tax assets are recognised in respect of tax loss car- Financial assets included within the scope of IAS 39 are ryforwards when it is likely that the Group will be able to offset classi ed as either at fair value through pro t or loss upon initial such tax losses against future taxable pro t. To calculate the recognition, held-for-trading, available-for-sale, held-to-maturity amount of deferred tax assets to be recognised, management investments or as loans and receivables. Upon initial recognition, has to estimate the amount of taxable pro t that will be available nancial assets are measured at their fair value, plus directly in future years based on its tax planning strategy. At 30 June attributable transaction costs for investments not measured at 2008, the book value of recognised deferred tax assets amounts fair value through pro t or loss. The Group analyses whether to EUR 14,784,748 (31 December 2007: EUR 2,774,012). any derivatives are embedded in the contracts and these are Further details are provided in note 12. separated from the host contract if the contract as a whole is not accounted for at fair value through pro t or loss, and if the Signi cant accounting policies economic characteristics and risks of the embedded derivative Foreign currency translation are not closely related to the economic characteristics and risks The consolidated nancial statements are presented in euros, of the host contract. which is the functional currency of both the Company and its subsidiary. Transactions in foreign currencies are initially The Group classi es its nancial assets upon initial recognition, recorded in the functional currency at the exchange rate and reviews this classi cation at each balance sheet date as and prevailing at the date of the transaction. At the balance sheet when appropriate. date, monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at All “regular way” purchases and S.A. les of nancial assets are the closing rate. All exchange differences are recognised in recognised at the trade date, which corresponds to the date on pro t or loss. Non-monetary items denominated in a foreign which the Group undertakes to purchase the asset. A “regular currency and measured at historical cost are translated using way” purchase or S.A. le is a purchase or S.A. le of a nancial the exchange rate at the initial transaction dates. Non-monetary asset under a contract whose terms require delivery of the asset foreign currency items measured at fair value are translated within the timeframe established generally by regulation or con- using the exchange rates at the date on which the fair value was vention in the marketplace concerned. determined. Financial assets at fair value through pro t or loss Property, plant and equipment Financial assets at fair value through pro t or loss comprise both Property, plant and equipment are stated at cost, less day-to- held-for-trading nancial assets and nancial assets designated day servicing costs, accumulated depreciation and impairment. upon initial recognition as at fair value through pro t or loss. They are depreciated on a straight-line basis over their useful lives. Financial assets held for trading Financial assets are classi ed as held for trading if they are Property, plant and equipment are derecognised on disposal or acquired principally for the purpose of selling them in the near when future economic bene ts are no longer expected to be term. Derivatives, including embedded derivatives recognised derived from their use or disposal. Any gains or losses arising separately from the host contract, are also included in this from derecognition of property, plant and equipment (calculated category, with the exception of designated and effective hedging as the difference between the net disposal proceeds and the derivatives and nancial guarantee contracts. carrying amount of the item) are taken to pro t or loss in the period in which the asset is derecognised. 28 \ Financial information
When a contract includes one or more embedded derivatives, the nature, conditions and circumstances of the investment, the hybrid contract taken as a whole may be designated as as well as its importance within the total investment portfolio. a nancial asset through pro t or loss, unless the embedded Its valuations are based on reasonable assumptions and derivative does not cause the cash ows to vary in a signi cant estimates. way or it is clearly stated that the separation of the embedded derivative is prohibited. When a transaction takes place for a material amount in the shares of the investee company, thus setting a benchmark price At 30 June 2008 and 31 December 2007, this category includes under normal market conditions, this transaction may be used only listed securities. as a basis for valuing the investment.
Financial assets designated at fair value through pro t or loss In other cases, the Board applies generally recognized valuation upon initial recognition techniques. These include multiples of earnings and cash Financial assets may be designated at fair value through pro t ows for comparable listed companies – or multiples result- or loss upon initial recognition if one of the following criteria is ing from known transactions in the shares of other comparable met: companies – which are then applied to the investee’s earnings or cash ows; and methods based on the investee’s net assets, - the use of the fair value option eliminates or signi cantly the present value of future cash ows from the investee’s reduces a measurement or recognition inconsistency operations or the future cash ows expected from the (accounting mismatch) that would otherwise arise from investment, with due allowance for a lack of liquidity. They may measuring assets or liabilities and the related gains and losses also include any other valuation technique used at the time on different bases of the initial investment. Other factors may also be taken into account where necessary, such as the near-term prospects for - the assets belong to a group of nancial assets that is selling the investee’s shares or for another signi cant transaction managed and evaluated on a fair value basis in accordance in these shares. with a documented risk management strategy Barring exceptional circumstances, investments in unlisted - the nancial asset contains an embedded derivative that must securities are generally reviewed at 30 June and 31 December be accounted for separately. each year.
Financial assets designated at fair value through pro t or loss Investments in companies that were originally unlisted but upon initial recognition include direct private equity invest- subsequently obtained a stock market listing are measured ments and investments in private equity funds. Investments in at fair value. Fair value is determined using the S.A. me methods companies that were originally unlisted but subsequently as for available-for-sale nancial assets. obtained a stock market listing continue to be classi ed as nancial assets designated at fair value through pro t or loss Investments in private equity funds are valued at the net asset upon initial recognition. value reported by the fund managers, based either on the fund’s own accounts or on non-accounting information such Direct private equity investments in unlisted securities are meas- as market prices or the fair values of other investment funds. ured at fair value as determined by the Board of Directors. Fair In principle, the valuation is based on information provided by value is the amount for which an asset could be exchanged, the fund manager used to prepare the fund’s own accounts for or a liability settled, between knowledgeable, willing parties in the quarter preceding the close of the Company’s consolidated an arm’s length transaction. nancial statements.
When estimating the fair value of an investment, the Board In exceptional circumstances, the Board of Directors may adjust of Directors uses valuation techniques that take account of such valuations when it has other information concerning the Financial information / 29
value of the fund due to its knowledge of the investments in minus any principal repayments and reduction for impairment, question. In the case of investments made in funds over the and plus or minus the cumulative amortisation (calculated under 12 months preceding the balance sheet date, unrealised the effective interest rate method) of the difference between capital losses attributable solely to administrative and manage- that initial amount and the maturity amount. The calculation ment expenses are not taken into account during this period for includes all fees and points paid or received between parties to these recently created funds. the contract that are an integral part of the effective interest rate, plus transaction costs and any other premiums or discounts. Available-for-sale nancial assets Gains and losses are recognised in pro t or loss when these Available-for-sale nancial assets are non-derivative investments are derecognised or impaired, using the amortised nancial assets that are designated as available for S.A. le or are cost method. not classi ed in any of the three preceding categories. After initial recognition, available-for S.A. le nancial assets The Group had no nancial assets classi ed as held-to-maturity are measured at fair value, with the related gains and losses investments at either 30 June 2008 or 31 December 2007. due to changes in the fair value recognised directly in equity in a special reserve account. When the Group disposes of an Loans and receivables available-for-sale nancial asset, the cumulative gain or loss Loans and receivables are nancial assets with xed or previously recognised in equity is transferred to pro t or loss. determinable payments that are not quoted in an active Dividends received on these investments are recognised in pro t market. After initial recognition, loans and receivables are or loss under “Dividends and other income on available-for-sale measured at amortised cost using the effective interest nancial assets” as soon as the Group’s right to receive payment rate method, less any reduction for impairment. Amortised has been established. cost takes account of any initial premium or discount and includes the commissions that are an integral part of the effective Available-for-sale nancial assets include the Company’s interest rate, and transaction costs. investments in listed companies. Gains and losses are recognised in pro t or loss when loans Available-for-sale nancial assets are measured at fair value. and receivables are derecognised or impaired, based on the The fair value of available-for-sale nancial assets which are amortised cost method. actively traded on organised nancial markets is based on the market-close bid price for listed securities at the balance sheet Impairment of nancial assets date. At each balance sheet date, the Group assesses whether there is any objective evidence that a nancial asset or group of nancial Impairment losses are recognised in pro t or loss if there are assets is impaired. indications at the balance sheet date that the assets may be impaired. For listed investments, impairment is based on a Assets recognised at amortised cost series of indicators, including a signi cant or prolonged decline If there is objective evidence that loans and receivables carried in market price. The amount of impairment is calculated based at amortised cost are impaired, the amount of the impairment on the asset’s recoverable value. loss is measured as the difference between the asset’s car- rying amount and the present value of estimated future cash Held-to-maturity investments ows, discounted at the original effective interest rate. The car- Held-to-maturity investments are nancial assets with xed rying amount of the asset is reduced by means of an allowance or determinable payments and xed maturity that the Group account, and the impairment loss is recognised in pro t or loss. has the positive intention and ability to hold to maturity. After initial recognition, held-to-maturity investments are measured at amortised cost. Amortised cost is the amount at which the nancial asset is measured at initial recognition, 30 \ Financial information
If in a subsequent period the amount of the impairment loss nancial asset, nor transfers control of the nancial asset, decreases and the decrease can be related objectively to it continues to recognise the nancial asset to the extent of an event occurring after the impairment was recognised, the its continuing involvement. When the entity’s continuing previously recognised impairment loss shall be reversed. involvement takes the form of guaranteeing the transferred The amount of the reversal is recognised in pro t or loss; asset, the extent of the entity’s continuing involvement is however, the reversal may not result in a carrying amount measured at the lower of the original carrying value of the asset for the nancial asset that exceeds what the amortised cost and the maximum amount that the entity could be required to would have been had the impairment not been recognised. repay.
Available-for-sale nancial assets When the entity’s continuing involvement takes the form of a If an available-for-sale nancial asset is impaired, an amount written or purchased option (or both) on the transferred asset calculated as the difference between the acquisition cost (including a cash-settled option or similar provisions), the extent (net of any principal repayment and amortisation) and of the Group’s continuing involvement is the amount of the current fair value, less any impairment loss on that nancial transferred asset that the entity may repurchase, except in the asset previously recognised in pro t or loss, is transferred case of a written put option (including a cash-settled option or from equity to pro t or loss. Impairment losses recognised on similar provisions) on an asset that is measured at fair value, equity instruments may not be reversed through pro t or loss. where the extent of the entity’s continuing involvement is limited Impairment losses taken on debt instruments may be reversed to the lower of the fair value of the transferred asset and the through pro t or loss if the subsequent increase in fair value of option exercise price. the instrument can be related objectively to an event occurring after the impairment was recognised in pro t or loss. Financial liabilities A nancial liability is derecognised when the obligation related to Derecognition of nancial assets and liabilities the liability is discharged or cancelled or expires. Financial assets A nancial asset (or a part of a nancial asset or a part of a group Own shares of similar nancial assets, if applicable) is derecognised when: In the event that the Group purchases its own equity instruments (own shares), these are deducted from shareholder’s equity. - the contractual rights to the cash ows from the nancial asset If it purchases, sells, issues or cancels its own equity instruments, have expired no gain or loss is recognised in the pro t and loss account.
- the Group retains its contractual rights to receive cash ows Up to 31 December 2006, the Group’s employees, including from the nancial asset, but assumes a contractual obligation its corporate of cers and the members of the Board of to pass on the cash ows to a third party without delay (“pass Directors, received part of their remuneration in the form of through arrangements”) the Company’s own shares. Since 1 January 2007, employees have been awarded stock options under the Company’s new - the Group transfers its rights to receive cash ows from the stock option plan. nancial asset and either transfers substantially all the risks and rewards of ownership of the nancial asset, or neither These transactions do not give rise to the issue of new shares transfers nor retains substantially all the risks and rewards of as the Company systematically buys back the required ownership of the nancial asset, but transfers control of the number of shares on the stock market. When these shares are nancial asset. awarded to the Group’s employees, the cost represented by the market value of the shares is recognised in staff costs in the When the Group transfers its rights to receive cash ows consolidated pro t and loss account. from the nancial asset but neither transfers nor retains substantially all the risks and rewards of ownership of the Financial information / 31
Cash and cash equivalents Dividends Cash and cash equivalents carried in the balance sheet include Dividend income is recognised when the Group’s right to receive cash at bank and short-term deposits for an initial term of three payment is established. months or less. Net income on nancial assets at fair value through pro t or For the purpose of drawing up the consolidated cash ow loss statement, cash and cash equivalents include cash and cash Net income on nancial assets at fair value through pro t or equivalents as de ned above, less current bank overdraft loss includes dividends, income on disposals and changes in facilities. unrealised income on nancial assets at fair value through pro t or loss. Provisions The Group recognises a provision when it has a present Net income on nancial assets held for trading obligation (legal or constructive) as a result of a past event; Net income on nancial assets held for trading includes it is probable that an out ow of resources embodying economic dividends, income on disposals and changes in unrealised bene ts will be required to settle the obligation; and a reliable income on nancial assets held for trading. estimate can be made of the amount of the obligation. The amount of the expense relating to the provision is recognised in Employee stock option plan the pro t and loss account net of any reimbursement. Where the The Company has set up an employee stock option plan which effect of the time value of money is material, the provisions are uses an equity-settled formula only. Options under the plan vest discounted using a pre-tax discount rate that re ects those risks as soon as they have been granted. speci c to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as an The cost of the stock options is measured at the fair value of the interest expense. instruments awarded at the grant date. Fair value is determined using an appropriate valuation model. Further details are pro- Pensions and other post-employment bene ts vided in note 10. Premiums paid to the insurance company within the scope of a de ned contribution supplementary pension plan for Company The cost of the stock options is recognised in staff costs at employees are recognised in the consolidated pro t and loss the grant date, along with a matching entry to record the account in the period to which they relate. corresponding increase in shareholders’ equity. The dilutive effect on shares issued and outstanding is re ected Revenue recognition in the diluted earnings per share calculation. Further details Revenues are recognised when it is probable that future are provided in note 13. economic bene ts will ow to the Group and that these can be reliably estimated. Revenues are measured at the fair value Taxes of the consideration received. Speci c criteria are used to Current income tax determine whether revenues may be recognised. Tax assets and liabilities due for current and prior nancial years are estimated at the amount that the Group expects to recover Interest income from or settle with the taxation authorities. The tax rate and tax Interest income is recognised for the amount that has laws applied to determine these amounts are those that have been accrued based on the effective interest rate method. been enacted or substantively enacted at the balance sheet The effective interest rate is the rate that exactly discounts date. estimated future cash ows to the net carrying amount of the nancial asset. Taxes due on items recognised directly in equity are also recognised directly in equity and not in pro t or loss. 32 \ Financial information
Deferred income tax and market prices. These derivatives are initially recognised at Deferred taxes are calculated using the balance sheet liability fair value upon inception of the contract and are subsequently method for all temporary differences existing between the tax remeasured to fair value. They are recognised as assets when base and carrying value of assets and liabilities at the balance their fair value is positive and as liabilities when their fair value sheet date. is negative.
Deferred tax liabilities are recognised in respect of all taxable Any gains or losses arising from changes in fair value of deriva- temporary differences. tives that do not qualify as hedging instruments are recognised directly in pro t or loss. Deferred tax assets are recognised in respect of all deductible temporary differences, tax loss carryforwards and unused tax The fair value of forward currency contracts is calculated based credits to the extent that it is probable that taxable pro t will on current rates for contracts with similar maturities. be available against which the deductible temporary differences, tax loss carryforwards and unused tax credits can be utilised. For accounting purposes, hedges can be classi ed as one of three types: The carrying value of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that future - as fair value hedges when they hedge the exposure to taxable pro t is no longer likely to be available against which part changes in fair value of a recognised asset or liability, or a rm or all of the deferred tax asset can be utilised. Unrecognised commitment (except for foreign currency risk) deferred tax assets are assessed at each balance sheet date and - as cash ow hedges when they hedge the exposure to recognised in the accounts whenever it is probable that taxable variability in cash ows that is attributable to a particular risk pro t will be available against which they can be utilised. associated with a recognised asset or liability, a highly probable forecast transaction, or a foreign currency risk in relation to Deferred tax assets and liabilities are calculated at the tax a rm commitment rates that are expected to apply to the period when the asset - as hedges of a net investment in a foreign operation. is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the At the inception of the hedge there is formal designation and balance sheet date. documentation of the hedging relationship and the Group’s risk management objective and strategy for undertaking the hedge. Deferred taxes relating to items recognised directly in equity are That documentation includes identi cation of the hedging also recognised directly in equity and not in pro t or loss. instrument, the hedged item(s) or transaction(s), the nature of the risk being hedged and how the entity will assess the hedging Deferred tax assets and liabilities are offset if there is a legally instrument’s effectiveness in offsetting the exposure to changes enforceable right to set off current tax assets against current tax in the hedged item’s fair value or cash ows attributable to liabilities; and if they relate to income taxes levied by the S.A. me the hedged risk. The Group expects the hedge to be highly taxation authority on the S.A. me entity. effective in offsetting changes in fair value or cash ows attributable to the hedged risk. The hedge is assessed on Derivative instruments and hedge accounting an ongoing basis in order to demonstrate that it has been The Group uses derivatives such as forward currency contracts highly effective throughout the nancial reporting periods for and options to hedge against uctuations in foreign currencies which the hedge was designated. Financial information / 33
Fair value hedges Audit Committee Hedging instruments meeting the strict hedge accounting The Audit Committee oversees the risk management process. criteria are accounted for as follows: Internal Audit Changes in the fair value of a derivative that quali es as a fair Since 1 January 2007, an external rm of auditors has been value hedge are recognised in pro t or loss. Changes in the fair tasked with internal audit engagements covering the risk value of the item hedged that are attributable to the hedged management process, the appropriateness of procedures risk adjust the carrying amount of the hedged item and are also within the Group and compliance with these procedures. The recognised in pro t or loss. Internal Audit department discusses the ndings with Group management and reports back to the Audit Committee. At 30 June 2008 and 31 December 2007, the Company had no designated cash ow hedges. Market risk and investment policy The Group’s exposure to market risk is directly related to its Note 3 – Segment reporting investment activity and the composition of its investment portfolio. At 30 June 2008, over 63% (31.12.2007: 67%) of The Group’s business activity is concentrated in a single market its net assets are composed of investments in listed segment and conducted mostly in Europe. companies. These investments are measured at their market price at the balance sheet date. For investments Note 4 – Financial risk management in unlisted securities, fair value is measured on the basis of Introduction earnings multiples for comparable listed companies. The price In the conduct of its investment activities, the Group and and timing of the S.A. le of investments in unlisted companies its assets are exposed to different nancial risks, and in may be partially in uenced by market conditions, particularly in particular market risk. The Group has developed an investment the case of a stock market listing. and risk management policy adapted to its business. There were no material changes in the Group’s exposure to nancial risks The Group strives to maintain a diversi ed portfolio by investing or in its risk management policy in 2007. in several different types of assets.
Risk management framework It focuses a signi cant amount of its investing activity on listed Although the Board of Directors has ultimate responsibility for companies – mostly large-caps listed on major stock exchanges risk management, other management bodies are also involved able to generate stable revenue streams and dividends for the in managing and monitoring risks. Group.
Board of Directors In its direct private equity investment dealings the Group seeks The Board of Directors is responsible for developing a risk to realise handsome capital gains upon exit. These invest- management approach and for validating the overall risk ments involve certain inherent risks such as the risk that the management strategy. investments are not realisable in the short term or the risk of uncertainty as to whether targets will be met.
The Group’s investments in private equity funds are highly d i v e r s i e d . 34 \ Financial information
Investments by type, as a percentage of net assets: Sensitivity of shareholders’ equity and earnings to equity market risk
30.06.2008 31.12.2007 The value of the Group’s investments in listed securities uctuates in line with movements in the major European stock markets (including Luxembourg) on which they are traded. Investments in listed The value of listed securities may even uctuate more than 63.4% 67.4% companies movements in stock market indices due to the high degree Direct private equity of concentration in the portfolio and the signi cant volatility of 18.0% 15.1% investments certain securities. Investments in private 8.0% 6.8% equity funds Changes in the value of available-for-sale nancial assets have a Other net assets 10.6% 10.7% direct impact on equity except when impairment is recognised directly in pro t or loss. Total 100% 100% The value of private equity investments may uctuate in line The Group has also spread its investments over several different with stock market indices insofar as valuation multiples of economic sectors. comparable listed companies are used to measure these investments. Fluctuations in the value of these investments The Group takes care to ensure that no single impact both Group earnings and equity. investment accounts for more than 15% of its total net assets. Although this threshold may be exceeded in certain Investments in securities listed on the Luxembourg stock exceptional circumstances, this did not happen in either 2007 exchange and included in this stock market index represent or 2008. approximately 35% of the Company’s equity. Five-year historical data on monthly movements in the Luxembourg stock market Percentage of net assets represented by the Group’s largest index and in estimated book value per share published monthly investments: by the Company shows a correlation of 0.57. Estimated book value per share is equal to shareholders’ equity divided by the 30.06.2008 31.12.2007 number of shares outstanding.
Total ve largest 46.0% 51.7% investments Total ten largest 59.3% 66.9% investments
The Group uses derivative instruments such as equity options, mainly for the purpose of hedging its assets.
Daily trading volumes in listed securities in which the Group has invested may in some cases be lower than the position held by the Group. Financial information / 35
Liquidity risk and investment nancing policy At 30 June 2008, the Group had no debt. It holds signi cant cash balances that can vary over time.
Direct private equity investments may be nanced by the debt acquired on the investee’s balance sheet. Similarly, certain companies in the private equity investment portfolio may use debt to nance part of their business activities.
Credit risk In the course of its business, the Group grants loans to private companies in which it has invested or plans to invest in the future. At 30 June 2008 and 31 December 2007, loans and receivables amounted to EUR 5,378,036 and EUR 2,817,342 respectively, representing only a small portion of the Group’s total assets.
The Group also acts as guarantor for companies in which it has invested or pledges these companies’ shares to their creditors. The amounts of these commitments are detailed in note 28. In deciding whether to invest, the Group also takes account of such additional commitments. However, it never commits to becoming a companies’ sole nancial backer until the company concerned reaches breakeven. 36 \ Financial information
Exchange rate risk The Group has limited exchange rate exposure since most of its assets are denominated in euros. At 30 June 2008, only about 22% of assets were exposed to exchange rate risk before taking into account the impact of hedging, and this threshold was not exceeded during 2008 or 2007. Exchange rate exposure arises mainly in relation to the US dollar and Brazilian real. BIP may occasionally hedge all or part of its foreign currency assets against exchange rate risk.
Currency 30.06.2008 31.12.2007
Assets Liabilities Assets Liabilities
EUR 78% 100% 83% 100%
USD 13% - 11% -
Autres 9% - 6% -
100% 100% 100% 100%
Interest rate risk BIP has limited interest-rate exposure as the Group has no debt and assets exposed to interest rate risk account for less than 1% of total assets.
Note 5 - Dividends and other income on available-for-sale nancial assets This heading comprises the following items:
In EUR 6 months 2008 6 months 2007
Dividends 10,651,086 7,744,378
Other 4,200 122,893
10,655,286 7,867,271 Financial information / 37
Note 6 – Net income on nancial assets at Note 8 – Other interest and similar income fair value through pro t or loss This heading comprises the following items: This heading comprises the following items: In EUR 6 months 6 months 2008 2007 In EUR 6 months 6 months 2008 2007
Interest on loans and 85,511 87,401 receivables Realised capital gains 41,132 17,211,181 Interest on cash at bank 821,205 898,536 Changes in unrealised (8,373,064) 17,665,152 capital gains and losses Unrealised capital gains on derivative nancial 143,235 - Other income 3,587,176 52,851 instruments
Total (4,744,756) 34,929,184 Total 1,049,951 985,937
Note 7 – Net income on nancial assets Note 9 – Other external expenses held for trading Other external expenses include supplies, consulting services This heading comprises the following items: and other external services, as well as directors’ fees.
In EUR 6 months 6 months 2008 2007
Realised capital gains and losses and changes in 730,187 2,304,077 unrealised capital gains and losses Other income 366,500 363,296
Total 1,096,687 2,667,373 38 \ Financial information
Note 10 – Staff costs Details of the stock option plan are as follows:
This heading comprises the following items: Number of stock options awarded at 30 June 2008 19,500 In EUR 6 months 6 months 2008 2007 Exercise price per share EUR 80,825 (allocation 2007) and EUR 98,27 (allocation 2008)
Salaries and wages 393,306 591,412 Exercise period Mars 2010-Mars 2015 Social security 80,219 57,177 Share price at grant date EUR 85,75 (allocation 2007) Supplementary pension and EUR 98,27 (allocation 2008) plans and other insurance 38,521 41,581 premiums Dividend yield 3.00% (allocation 2007) Employee stock option 246,015 103,890 and 3.50% (allocation 2008) plan
Historical volatility 13.091% (allocation 2007) and 28.87% (allocation 2008) Total 758,061 794,060
Interest rate 3.913% (allocation 2007) A portion of S.A. laries and wages are paid in the form of the and 3.773% (allocation 2008) Company’s own shares.
The Black-Scholes model was used to calculate the fair value of Supplementary pension plan the stock options using the parameters set out above. The Company has set up a supplementary pension plan for its employees. This de ned contribution plan is managed by Fortis Movements in the number of options awarded over the period Luxembourg – Vie S.A. The total cost to the Company consists of were as follows: the premiums paid to the insurance company managing the plan assets built up over time through paid-in premiums. Stock options at 1 January 2008 7,500 Stock options awarded during the period 12,000 Employee stock option plan Stock options at the period end 19,500 The Company has set up a stock option plan for certain employees. The total cost of the stock option plan to the Company at 30 June, 2008 amounted to EUR 246,015 (30 June 2007: Under the terms of this plan, grantees are entitled to subscribe EUR 103,890) to BIP shares at an exercise price calculated by reference to the average closing price for the shares over the rst ten trading days of the month preceding the one in which the options are Note 11 – Interest and similar expenses granted. This heading comprises interest charged on bank overdrafts, bank charges and foreign exchange losses. In February 2008, the Board of Directors awarded 12,000 BIP stock options (March 2007: 7,500) at an exercise price of EUR 98,27 (2007: EUR 80,825) per BIP share. Financial information / 39
Note 12 – Taxation Income tax The tax charge for the nancial period ended 30 June 2008 and 30 June 2007 can be broken down as follows:
In EUR 6 months 2008 6 months 2007
Income tax as per the consolidated pro t and loss account 1,805,132 62,808,638
Current tax - -
Deferred tax credit 7,011,242 (1,333,182)
Tax credit (charge) recorded in the consolidated pro t and loss account 7,011,242 (1,333,182)
Reconciliation of tax charge
Income before tax 1,805,131 62,908,638
Applicable tax rate 29.63% 29.63% Theoretical income tax, calculated (534,861) (18,639,829) on a xed-percentage basis at the applicable tax rate Less adjustments for: 7,546,103 17,306,647 - Tax-exempt revenues less non-deductible expenses Adjustments to income tax 7,546,103 17,306,647
Income tax credit 7,011,242 (1,333,182)
The Group is liable for all taxes applicable to fully taxable companies in Luxembourg.
At 30 June 2008 and 31 December 2007, the Group did not record any current income tax liability for income taxes due to the utilisation of tax loss carryforwards and the application of the tax treatment exempting signi cant equity holdings from income tax, as provided for under Article 166 of the legislation governing Luxembourg income tax (LIR) and the Grand Ducal regulation dated 21 December 2001.
Tax assets and liabilities
In EUR 30.06.2008 31.12.2007
Deferred tax assets 14,784,748 2,774,014
Deferred tax liabilities 3,381,712 6,042,821 Current tax assets 110,679 - - Wealth tax 40 \ Financial information
Deferred tax assets can be broken down as follows:
In EUR At 1.1.2008 Through pro t In equity At 30.06.2008 or loss
Tax loss carry forward 2,774,012 6,479,234 - 9,253,246
Financial assets held for trading - 279,775 - 279,775
Available- for- S.A. le nancial assets - - 5,251,727 5,251,727
Deferred tax assets 2,774,012 6,759,009 5,251,727 14,784,748
Through pro t In EUR At 1.1.2007 In equity At 31.12.2007 or loss
Tax loss carryforwards 6,218,640 (3,444,628) - 2,774,012
Deferred tax assets 6,218,640 (3,444,628) - 2,774,012
The deferred tax assets are attributable to tax loss carryforwards which amount to approximately EUR 32 million at 30 June 2008 (EUR 9 million at 31 December 2007).
At 30 June 2008 and 31 December 2007, deferred tax assets had been recognised on all tax loss carryforwards.
Deferred tax liabilities can be broken down as follows:
In EUR At 1.1.2008 Through pro t In equity At 30.06.2008 or loss
Financial assets held for trading 181,599 (181,599) - -
Financial assets at fair value through pro t or loss 156,753 (70,634) - 86,119
Available-for-sale nancial assets 5,704,469 - (2,408,876) 3,295,593
Deferred tax liabilities 6,042,821 (252,233) (2,408,876) 3,381,712
Through pro t In EUR At 1.1.2007 In equity At 31.12.2007 or loss
Financial assets held for trading 149,039 32,560 - 181,599
Financial assets at fair value through pro t or loss 186,172 (29,419) - 156,753
Available-for-sale nancial assets 6,290,648 - 586,179 5,704,469
Deferred tax liabilities 6,625,859 3,141 586,179 6,042,821 Financial information / 41
Other taxes Note 14 – Dividends paid and Wealth tax included in other taxes amounted to EUR 162,970 at recommended 30 June 2008 (31.12.2007: EUR 257,820).
In EUR 2008 2007 Note 13 – Basic and diluted earnings per share Approved and paid during the year: Basic earnings per share are calculated by dividing net income attributable to the Company’s shareholders by the weighted Dividends on shares average number of shares outstanding during the period. for 2007: EUR 3.40 15,912,156 14,174,361 (2006: EUR 3.00)
Diluted earnings per share are calculated by dividing net income attributable to the Company’s shareholders by the weighted Note 15 – Property, plant and equipment average number of shares outstanding during the period plus the number of shares underlying in-the-money options awarded by the employee stock option plan. Changes in property, plant and equipment were as follows:
The following table shows the information used to calculate In EUR 30.06.2008 31.12.2007 basic and diluted earnings per share for all of the Group’s busi- ness activities: Acquisition cost at 679,928 626,321 In EUR 6 months 6 months 1 January 2008 2007 Additions during the period 15,579 53,607
Acquisition cost at 30 June 695,507 679,928 Net income attributable to shareholders of the 8,816,358 61,475,456 Accumulated depreciation (601,778) (577,918) parent company and impairment at 30 June Weighted average number Depreciation expense for (12,675) (23,860) of shares (excluding the period own shares) included in the 4,680,079 4,725,494 Accumulated depreciation calculation of basic (614,453) (601,778) and impairment at 30 June earnings per share Weighted average number of shares (excluding Net carrying amount 81,054 78,150 own shares) included in the 4,680,079 4,732,994 at 30 June calculation of diluted earnings per share Property, plant and equipment mostly comprise of ce equipment and xtures and ttings, and have a useful life of between three and ten years. 42 \ Financial information
Note 16 – Classi cation of nancial assets Movements within this category over the nancial year were as follows:
Financial assets are classi ed as either available-for-sale, at fair In EUR 2008 2007 value through pro t or loss, loans and receivables or held-for- trading. They can be broken down as follows:
At 1 January 381,533,086 318,498,578 Carrying amount (in EUR) 30.06.2008 31.12.2007 Acquisitions 58,813,555 116,506,865
Disposals (48,425,416) (75,482,381) Available-for-sale nancial 317,498,871 381,533,086 assets Unrealised capital gains (55,657,480) 24,444,733 Financial assets at fair value or losses 132,935,420 126,762,852 through pro t or loss Impairment losses (18,764,874) (2,434,709) recognised against income Loans and receivables 5,378,036 2,817,342 Financial assets held for 12,859,268 7,190,500 trading At the end of the period 317,498,871 381,533,086
Total 468,671,595 518,303,780 Net capital gains realised on disposals over the period amounted to EUR 15,223,038 (31.12.2007: EUR 39,972,414). Note 17 – Available-for-sale nancial This included an amount of EUR 15,223,038 (31.12.2007: EUR 19,075,711) booked within “Revaluation reserve on assets available-for-sale nancial assets” at the end of the previous year. In EUR 30.06.2008 31.12.2007 Carrying Carrying During the rst six months of 2008, the Group recognised amount amount against income an amount of EUR 18,764,874 in impairment losses on available-for-sale nancial assets (2007: 2,434,709). At 30 June 2008, available-for-sale nancial assets against Investments in listed 317,498,871 381,533,086 which impairment losses had been taken during the year or companies in prior years represented an amount of EUR 139,036,699 317,498,871 381,533,086 (31.12.2007: EUR 174,673,885). Cumulative impairment losses totalled EUR 66,833,369 at 30 June 2007 (31.12.2007: EUR 51,595,287). These impairment losses re ect the Board’s opinion that the fair value of the investments is likely to remain below their acquisition cost at the end of previous nancial periods for a prolonged period of time. Financial information / 43
Note 18 – Financial assets at fair value Movements within this category over the nancial year were as through pro t or loss follows:
In EUR 30.06.2008 31.12.2007 In EUR 30.06.2008 31.12.2007
At 1st January 126,762,852 123,408,649
Direct private equity Acquisitions 19,938,779 22,000,707 88,840,413 84,315,129 investments Disposals (5,393,147) (22,819,279) Investments in private 41,949,172 39,611,885 equity funds Unrealised capital gains or (8,373,064) 4,172,775 Investments in listed losses 2,145,835 2,835,838 companies 132,935,420 126,762,852 At the end of the period 132,935,420 126,762,852
Net capital gains on disposals over the period amounted to EUR 41,132 (31.12.2007: EUR: 16,392,184), and were recognised in “Net income on nancial assets at fair value through pro t or loss” (see note 6).
Note 19 – Loans and receivables
In EUR 2008 2007
Acquisition Value Carrying Acquisition Value Carrying cost adjustments amount cost adjustments amount
Due from investee companies 7,128,036 (1,750,000) 5,378,036 4,567,342 (1,750,000) 2,817,342
7,128,036 (1,750,000) 5,378,036 4,567,342 (1,750,000) 2,817,342
Loans and receivables have maturities of between 1 and 5 years. 44 \ Financial information
Note 20 – Derivative instruments
At 30 June 2008, derivative instruments used were as follows:
In EUR Fair value Unrealised gains or Maturity Notional amount losses
Equity instruments 2,409,756 627,551 Dec. 2008 97,600,000 - Options on indexes
- Certi cates on share (4,360,400) (4,360,000) April 2011 23,000,000 baskets Foreign Exchange (435,000) (435,000) May 2011 10,000,000 instruments Total 130,600,000
Options on market indexes are mainly used for hedging purposes. Certi cates on share baskets are acquired for investment purposes. Foreign exchange instruments are used for hedging purposes. Unrealised results on these instruments are taken to the pro t and loss account.
At 31 December 2007, derivative instruments used by the Group for hedging purposes were as follows:
In EUR Fair value Unrealised gains or Maturity Notional amount losses
Equity instruments 837,436 529,034 March-June 2008 75,600,000 - Share index options Total 75,600,000 Financial information / 45
Note 21 – Other receivables Note 24 – Own shares Other receivables fall due in less than one year. No impairment At 30 June 2008, the Company owned 97,245 of its own shares loss had been taken against other receivables at 30 June 2008 (31.12.2007: 84,828 shares). or 31 December 2007. This heading includes receivables on securities transactions pending settlement. The Company’s trading activity in its own shares can be analysed as follows:
Note 22 – Cash and cash equivalents In EUR 2008 2007
In EUR 2008 2007 Number of own shares at 84,828 48,534 1 January Acquisitions 15,585 39,205 Demand deposits 43,174,136 50,541,746 Disposals (3,168) (2,911) Short-term deposits 3,426,999 8,222,740
46,601,135 58,764,486 Number of own shares 97,245 84,828 at 31 December Cash at bank earns interest at variable rates indexed to the daily rates for bank demand deposit accounts. Short-term deposits are left on deposit for periods that vary between one Note 25 – Reserves day and three months, depending on the Group’s immediate This heading comprises the following: cash requirements. They earn interest at the corresponding short-term deposit interest rate. The fair value of the cash and short-term deposits heading is EUR 46,601,135 (31.12.2007: In EUR 30.06.2008 31.12.2007 EUR 58,764,486).
Legal reserve 11,933,303 11,933,303 Note 23 – Issued share capital Other reserves 161,506,069 161,506,069 At 30 June 2008 and 31 December 2007, the Company’s share capital amounted to EUR 119,333,025, consisting of 4,773,321 Available reserves 100,000,000 70,000,000 shares with no par value. 273,439,372 243,439,372
For a ve-year period beginning on the date of publication of the Extraordinary General Meeting held on 23 February 2006, the Board of Directors may issue new shares to increase the Company’s issued share capital up to an amount of EUR 1,000,000,000. 46 \ Financial information
Legal reserve Note 28 – Commitments received from Luxembourg companies are required by law to transfer a mini- and given to third parties mum 5% of their annual net pro ts to the legal reserve until it reaches 10% of paid-up share capital. The transfer takes effect At 30 June 2008, securities classi ed under “ nancial assets in the following nancial year. The legal reserve was raised to at fair value through pro t or loss” carried in consolidated the required amount at the General Shareholders’ Meeting of 9 assets for a total amount of EUR 9,452,615 (31.12.2007: May 2006. EUR 13,160,000) were pledged as security to the banks of investee companies through 2015. The legal reserve may not be distributed. At 30 June 2008 end 31 December 2007, the Group had not Other reserves provided guarantees for any third parties. “Other reserves” replaces the former revaluation reserve and own share reserve carried in the nancial statements At 30 June 2008, uncalled commitments to private equity prepared under Luxembourg GAAP. The revaluation reserve, funds classi ed in nancial assets at fair value through pro t as established by the Extraordinary General Meeting of or loss in relation to additional investments amounted to 13 May 2003 for an amount of EUR 146,506,069, is not eligible EUR 50,806,733 (31.12.007: EUR 37,533,418). under IFRS and has therefore been reclassi ed under “Other reserves”. Similarly, as IFRS does not provide for the recognition of an own share reserve (recognised under Luxembourg GAAP Note 29 – Securities lending for an amount of EUR 15,000,000), this reserve was also The Group did not have any outstanding securities transferred to “Other reserves”. lending arrangements at 30 June 2008 on 31 December 2007. Commission earned on securities lending operations during Other reserves may not be distributed. 2008 totalled EUR 0 (6 months 2007: EUR 83,444).
Available reserves This reserve comprises income appropriated to reserves by the Note 30 – Litigation General Shareholders’ Meeting. The Company, together with Audiolux S.A., Luxembourg, Investas Asbl., Luxembourg and other institutional and Note 26 – Revaluation reserve on available- private minority shareholders of RTL Group S.A. are plaintiffs in several suits brought before the Tribunal for-sale nancial assets d’Arrondissement de Luxembourg against Bertelsmann AG, This reserve covers unrealised gains and losses on available-for- Gütersloh, Groupe Bruxelles lambert (“GBL”) S.A., sale nancial assets net of deferred taxes, with the exception of Brussels, RTL Group S.A., Luxembourg, and certain directors impairment losses which are expensed directly to the pro t and of RTL Group. loss account. In February 2001, Bertelsmann agreed to acquire GBL’s interest in RTL Group in exchange for Bertelsmann shares, Note 27 – Other liabilities thus raising its own stake to approximately 67% and giving This heading comprises items due in less than one year. it effective control of RTL Group. Financial information / 47
The plaintiffs are seeking the annulment of the agreement Note 31 – Information concerning related between GBL and Bertelsmann for the S.A. le of RTL Group parties shares, and secondarily, compensation for the harm suffered by minority shareholders due to Bertelsmann’s acquisition of Associated companies control over RTL Group. They are basing this claim on the Related parties are associated companies over which the Group principle of equal treatment of shareholders. The compensa- has signi cant in uence, either because it holds between 20% tion sought is to allow the plaintiffs to exchange their RTL Group and 50% of the associate’s capital, or by virtue of agreements shares at the S.A. me exchange ratio as that reserved for GBL, entered into with some of the associate’s other shareholders. or failing that, to buy back their RTL Group shares at an As allowed by IAS 28, these investments are not accounted for equivalent price. by the equity method in the Group’s accounts but shown under “Financial assets at fair value through pro t or loss”. The plaintiffs have also instituted legal proceedings against the S.A. me parties for the failure of RTL Group to abide by the The Group’s transactions with associated companies at 30 June undertakings provided in its issuing prospectus for its admission 2008 and 31 December 2007 can be summarised as follows: to the London Stock Exchange. In the prospectus, RTL Group and the main shareholders represented on its Board of Directors In EUR 30.06.2008 31.12.2007 undertook to raise the free oat of its shares from approximately 10% to around 15%, in particular to allow for its inclusion in the London Stock Exchange’s leading market indices and in Financial assets at fair value 10,743,683 5,411,698 European and worldwide sector indices. This undertaking has through pro t or loss not been ful lled and the free oat has actually declined. Loans and receivables 3,230,000 825,000
The plaintiffs led a third suit following RTL Group’s decision to Other receivables 74,450 44,912 apply for delisting from the London Stock Exchange. Transactions through pro t or loss with associated companies In a decision handed down on 12 July 2006, the Cour d’Appel de are as follows: Luxembourg rejected the plaintiffs’ claims on appeal. However, the Company, along with Audiolux, Investas and other minority In EUR 6 months 6 months shareholders, have taken their case to the Cour de Cassation, 2008 2007 Luxembourg’s highest court. The Cour de Cassation, in its judgement of 21 February 2008, has referred to the European Net income on nancial Court of Justice regarding questions related to the equal - 9,090,325 treatment of shareholders and more speci cally to the assets held for trading Other interest and similar protection of minority shareholders and the existence of an 29,537 42,478 European principle in this area. income 48 \ Financial information
Shareholders Fortis Banque Luxembourg S.A. owns 25.8% of BIP’s capital and is deemed to be a related party.
Fortis Banque Luxembourg S.A. acts as custodian for most of the Group’s assets, including (i) all portfolios of investments in listed companies; (ii) investments in unlisted securities made by the Group’s subsidiary, BIP Venture Partners S.A., SICAR; and (iii) the Group’s cash at bank. In the course of its ongoing business activities, the Group frequently conducts transactions with Fortis Banque Luxembourg S.A. These transactions are carried out under the S.A. me commercial terms and conditions as those applied by Fortis Banque Luxembourg S.A. in transac- tions with unrelated parties.
Board of Directors and corporate of cers The remuneration paid to the twelve members of the Board of Directors and to the three corporate of cers totalled EUR 1,135,267 (6 months 2007: EUR 819,654). Corporate of cers received 10,000 stock options during the year (2007: 6,000 options).
Note 32 – Subsequent events No signi cant events occurred between 30 June 2008 and the date on which these nancial statements were adopted by the Board. Société Anonyme - Siège Social n° 1, rue des Coquelicots
L-1356 Luxembourg
T +352 26 00 26-1
F +352 26 00 26-50 [email protected] www.bip.lu
RC Luxembourg B 75324