Annual Report 2008 WorldReginfo - 9d07ae6d-07ec-4d7f-a80a-d2881640dc1a WorldReginfo - 9d07ae6d-07ec-4d7f-a80a-d2881640dc1a Summary
Key figures
Key consolidated IFRS figures 3
Consolidated portfolio 3
Share price information 4
Dividend information 4
Portfolio breakdown 5
Mission statement 7 The Company
Message to the shareholders 8-9
Board of Directors 10
Management Committee 11
Corporate governance 12-20
The Portfolio
Main listed holdings 21-25
Unlisted holdings 26-35
Investment funds 36-39
Financial calendar 41 Appendices (on cd-rom)
Statutory accounts
Consolidated accounts
Management report on the statutory accounts
Management report on the consolidated accounts
Corporate governance charter
Luxempart Annual Report 2008 WorldReginfo - 9d07ae6d-07ec-4d7f-a80a-d2881640dc1a WorldReginfo - 9d07ae6d-07ec-4d7f-a80a-d2881640dc1a Key consolidated IFRS figures (International Financial Reporting Standards)
€ Mios 2008 2007 Δ%
Shareholder’s equity – Group share 612,15 751,99 -18,7
Recurring result 18,69 13,71 36,3
Capital gains on investments 8,51 43,45 -80,4
Net result – Group share 37,50 58,81 -36,2
€ 2008 2007 Δ%
Book value per share – Group share 265,25 319,88 -17,1
Net consolidated result per share – Group share 16,25 25,02 -35,1
Consolidated recurring result per share 8,10 5,83 38,9
Gross dividend per share – Ordinary 5,60 5,60 -
– Extraordinary 1,40 - -
Total dividend 7,00 5,60 25
Average weighted number of shares 2.307.822 2.350.789 -
Consolidated portfolio PORTFOLIO BREAKDOWN AS OF 16.03.2009
OTHERS 1,41%
SES 24,61%
CASH 37,62%
Direct Private Equity 4,32%
RTL GROUP 3,95%
FOYER TREASURY STOCK/SHARES 10,17% 2,26% PAUL WURTH ICP SICAR ATENOR 4,85% 5,08% LCP SICAR 2,57% 3,34%
- 3 - Luxempart Annual Report 2008 WorldReginfo - 9d07ae6d-07ec-4d7f-a80a-d2881640dc1a SHARE PRICE AND NET ASSET INFORMATION AS OF 16.03.09
EUR 400 45% Since 1992, Luxempart’s share price (excluding dividend payments) has 350 40% experienced a compound annual 35% 300 NAV growth rate of 12.6% (13.4% for 30% 250 NAV). 25% 200 20% 150 In line with other financial holding 15% Share price companies, the share price also 100 10% shows a significant discount 50 Discount to NAV 5% compared to its (adjusted) NAV.
- Dec-92 Dec-93 Dec-94 Dec-95 Dec-96 Dec-97 Dec-98 Dec-99 Dec-00 Dec-01 Dec-02 Dec-03 Dec-04 Dec-05 Dec-06 Dec-07 Dec-08 0%
DIVIDEND PRICE INFORMATION
EUR Excluding the 2008 anniversary
8 dividend, Luxempart’s dividend Gross dividend/share (€) 7 has experienced a compound annual growth rate of 8.6% (10.2% 6 extraordinary dividend included). 5
4 Given an investment made in 1992, 3 the Luxempart share has provided Net dividend/share (€) 2 an annual yield of 16.8% based on
1 its share price and the net dividend (and 18.2% based on the gross - 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 dividend).
SHARE PRICE IN 2008 VS. LUX X
EUR Despite a fall of 18.7% in its share
275 price in 2008, Luxempart continues Luxempart 255 to be a defensive value, strongly 235 outperforming the Lux X index 215 which had lost 58.7% by the end of 195 175 December 2008. 155 135 115 95 Lux X Index (rebased)
75 Dec-07 Feb-08 Mar-08 Apr-08 May-08 Jun-08 Jul-08 Aug-08 Sep-08 Oct-08 Nov-08 Dec-08
- 4 - Luxempart Annual Report 2008 WorldReginfo - 9d07ae6d-07ec-4d7f-a80a-d2881640dc1a PORTFOLIO BREAKDOWN
Luxempart is currently investing in a number of sectors which can be grouped as follows:
LUXEMPART
Real Estate Private Energy Media & Financial & Comm. Development Insurance Equity
INDUFIN POWEO AUDIOLUX ATENOR FOYER FINANCE Bartech, 54.3% CAPITAL 2.9% 99.6% 10,4% 18.2% All Tag Security, 13.2% PARTNERS SICAR Office Development, 22.6% 50% Alphamin Group, 96.3%
Vellemann, 23% SEO RTL Group FOYER S.A. PAUL WURTH 5.4% 0.6% 4.7% Rowies, 75% 11% Preflexibel, 66.7% Traficon International, 68.7% UTOPIA Investment Actief Construct, 29.1% 54.7% fund : Kyotec, 40% NTVC I Vemedia, 8.6%
XDC Mangrove II Waterleau
2.9% LBO France APAX France DefiEurocap III SES FCPR Conso Invest 3.1% EUB 10% DNR 8.1% DS CARE 45% QUIP Holding GmbH 54.3% Luxempart Capital Partners Sicar 100%
IEE 9.6%
Mangrove III
Thrombogenics
- 5 - Luxempart Annual Report 2008 WorldReginfo - 9d07ae6d-07ec-4d7f-a80a-d2881640dc1a WorldReginfo - 9d07ae6d-07ec-4d7f-a80a-d2881640dc1a Mission Statement
Luxempart supports the development of companies which are leaders in their field of activity.
It acts as a relay for local Luxembourg shareholders who want to take part, via its structure, in the development of both local and regional companies.
Luxempart creates value for its shareholders by, on one hand, investing for the short-term in companies to convert gains at the time of exit (for example, private equity) and, on the other, for the long-term to benefit from recurring revenue and plan for an exit at the time an opportunity presents itself.
- 7 - Luxempart Annual Report 2008 WorldReginfo - 9d07ae6d-07ec-4d7f-a80a-d2881640dc1a MESSAGE TO THE SHAREHOLDERS
The financial crisis which has borne down the Given this difficult economic climate, the main world’s markets has significantly impacted the objective of companies has been to survive the economies and policy strategies of every crisis. In the absence of short-term and country. medium-term visibility, an emphasis has been put on two main indicators: the importance of This financial crisis, which began with the shareholder’s equity, which reflects the ability bankruptcy of Lehman Brothers in September to weather the crisis, and the importance of 2008, has gradually turned into a global threat cash, which reflects the ability to seize on new and led to a drop in the GDP of industrialised investment opportunities. countries, a slowdown in emerging countries, massive intervention in the economy by Despite the seriousness of the crisis, central banks and governments, a rapid Luxempart closed out 2008 with a increase in unemployment, etc. All of these consolidated net profit of €37.50 million. elements have been undermining investor and consumer confidence and are delaying Its recurring result increased by 36% thanks to economic recovery: analysts appear to agree a rise in dividends paid by the companies in that 2009 will also be an extremely difficult which we have holdings, particularly RTL year and that a recovery may only begin in Group and SES, which paid significantly 2010. higher dividends.
- 8 - Luxempart Annual Report 2008 WorldReginfo - 9d07ae6d-07ec-4d7f-a80a-d2881640dc1a The small 11% decrease in adjusted NAV A current cash position of €276 million will reflects the quality of Luxempart’s portfolio enable Luxempart to cautiously pursue future under poor stock market and economic investment opportunities. conditions. This small decline is due to the stability of the SES share price, the positive We end this message on this prospect and by progress made by Cegedel’s share price, and thanking our shareholders for their trust. the low ratio of bank shares in the Luxempart portfolio. We would also like thank all of our employees for their loyalty and effectiveness. In line with the dividend policy, a proposal will be made at the General Meeting for the payment of a gross ordinary dividend of €5.60/share (unchanged compared to 2007) Gaston SCHWERTZER and a gross extraordinary dividend of Chairman €1.40/share for Luxempart’s 20th anniversary.
Since 1992, when BIL Participations was taken François TESCH over by Luxempart’s current shareholders of Managing Director reference, the return on investment has been 17%.
At the operational level, the 2008 fiscal year was marked by the continued development of Private Equity activities through several acquisitions and an increase in Luxempart’s commitment in Indufin Capital Partners SICAR from €25 million to €50 million.
Luxempart sold its share in Cegedel (via Luxempart-Energie) for €187 million in January 2009.
- 9 - Luxempart Annual Report 2008 WorldReginfo - 9d07ae6d-07ec-4d7f-a80a-d2881640dc1a THE BOARD OF DIRECTORS
Gaston SCHWERTZER, Chairman of the Board of Directors
Frank WAGENER, Vice-Chairman
François TESCH, Managing Director
Members:
Ernst Wilhelm CONTZEN (since 27.04.2009), Independent Non-Executive Director
Pierre DRION, Independent Non-Executive Director
André ELVINGER, Non-executive director
François GILLET, Non-Executive Director
Alain HUBERTY, Executive Director
Jo SANTINO, Executive Director
René STEICHEN (until 20.03.2009) Non-Executive Director
Standing: François Gillet - Alain Huberty - François Tesch - Frank Wagener - René Steichen Sitting: Pierre Drion - André Elvinger - Gaston Schwertzer - Pascale Finck (Secretary of the Board of Directors) Jo Santino
The Board of Directors of Luxempart Management Room, Leudelange headquarters
- 10 - Luxempart Annual Report 2008 WorldReginfo - 9d07ae6d-07ec-4d7f-a80a-d2881640dc1a THE MANAGEMENT COMMITTEE
François TESCH Jacquot SCHWERTZER
Managing Director of Luxempart Member of the Management Committee Chairman of Audiolux Chairman of Luxempart Capital Partners Executive Director SICAR
Alain HUBERTY Pascale FINCK
Executive Director Secretary of the Board of Directors General Secretary of Luxempart Secretary of the Management Committee
Jo SANTINO
Executive Director Director of Luxempart Managing Director of Indufin Capital Partners SICAR
Standing: Pascale Finck, Alain Huberty, Jo Santino, Sitting: François Tesch, Jacquot Schwertzer
- 11 - Luxempart Annual Report 2008 WorldReginfo - 9d07ae6d-07ec-4d7f-a80a-d2881640dc1a CORPORATE GOVERNANCE
INTRODUCTION - Luxempart’s external audit
The Luxempart Corporate Governance In addition, the Charter includes the Charter, which has taken into account the following: corporate governance code published by the - Luxembourg Stock Exchange, is based on the A description of the independence criteria following: for Directors
- A description of the competency profile - The structure and organisation of for the Board of Directors Luxempart describing the configuration of its various investment sectors and the - Measures to prevent insider trading and organisation of company management stock market manipulation - A description of Luxempart’s share - The remuneration policy for Directors and capital, its shareholding structure, and the the members of the Management liquidity of its share Committee - The duties and operation of the Meeting of The Company completely rewrote its statutes Shareholders and the shareholder on 30th April, 2007 to include the principles of information policy corporate governance. - The duties, composition, chairmanship , The coordinated statutes are available at and operation of the Board of www.luxempart.lu. Directors
On 28th April 2008, the Nomination and - The delegation of daily management Remuneration Committee proposed to the Ordinary General Meeting the appointment of - The special committees of the Board of a first new independent Director fully meeting Directors, in particular, the Audit the criteria for independence stated in the Ten Committee and the Nomination and Principles of Corporate Governance of the Remuneration Committee, their duties, Luxembourg Stock Exchange. A second new composition, and operation independent Director meeting these criteria will be proposed to the Ordinary General - The duties and composition of the Meeting on 27th April 2009. Management Committee and the responsibilities of the Managing Director and of the other members of the Management Committee
- 12 - Luxempart Annual Report 2008 WorldReginfo - 9d07ae6d-07ec-4d7f-a80a-d2881640dc1a CORPORATE GOVERNANCE
SHAREHOLDING who are natural persons. The Directors are nominated by the General Shareholders Participation in the share capital Meeting following recommendation by the (in %) as of 31.12.2008 Board of Directors after the latter has received the opinion of the Nomination and Foyer Finance 43.56 Remuneration Committee. Own shares 3.79 Public and institutional 52.65 A majority of members are non-executive directors. The Board of Directors has at least TOTAL 100.00 two independent directors. The Company signed a liquidity contract with Banque Degroof in March 2007 in order to The mandates of François Tesch, Gaston promote the liquidity of Luxempart’s shares. Schwertzer, Frank Wagener, André Elvinger, François Gillet, René Steichen, Alain Huberty, THE BOARD OF DIRECTORS and Jo Santino were renewed during the 2008 fiscal year for a period of one year. Pierre Drion was appointed to replace Paul Meyers. Mission The Luxempart Board of Directors had nine The Board of Directors is the body responsible members on 31st December 2008: for the management of Luxempart. - Four executive directors, including the The Board of Directors is a collegial body Chairman of the Board in his role as which is competent to make all decisions and Managing Director of Audiolux carry out all actions necessary or useful to meeting the social object of the company with the exception of powers that the law or statutes - Five non-executive directors, including expressly reserve for the General Assembly of one independent director Shareholders. It is responsible for ensuring the sustainable development of the Company and Gaston Schwertzer of its activities in the interest of all shareholders while taking into account the Chairman, Executive Director interests of other parties involved including Managing Director of Audiolux creditors, employees and, in general, the Industrialist community in which the Company is active. Born in 1932
The first responsibility of the Board of Gaston Schwertzer received a Doctorate in Directors is to manage the strategic direction of Law in 1955 (Luxembourg Bar – three years). the Company and to exercise control over its activities. Mr Schwertzer worked as an independent in the gas industry (34 years). For 20 years, he Composition was Chairman of the Luxembourg section of the Association Professionnelle des Gaz de Luxempart is administered by a Board of Pétrole and Directors (monist structure) of nine members
- 13 - Luxempart Annual Report 2008 WorldReginfo - 9d07ae6d-07ec-4d7f-a80a-d2881640dc1a CORPORATE GOVERNANCE
Vice-Chairman of the Belgian-Luxembourg Frank Wagener has been the Chairman of the “Febupro” association. He created and Management Committee of Dexia Banque managed Probutan-Gas and Compagnie Internationale in Luxembourg (Dexia BIL), the Générale des Gaz Liquifiés, the Presta Gaz gas Luxembourg entity of Dexia, since October container packaging plant (Kleinbettingen), 2006. Following university studies in Law at maritime gas supply and storage via the Liege, he began working at the bank in 1978 Willebroek canal in Grimbergen (B), and the and became a member of the Management drumming plant at Ans/Liege (B). Committee in 1993. Before his appointment as Chairman of the Management Committee, he Concurrently with his industrial activities, was responsible for Banque Commerciale, Gaston Schwertzer built and managed several including SMEs, large corporations, national real estate complexes in the Grand-Duchy of subsidiaries, and public authorities. During his Luxembourg. career, he has also been responsible for Back Office Clients, Marketing, Bancassurance, and Mr Schwertzer was Vice-Chairman of Cegedel, real estate product and project development a Director of SES for 12 years, a Director of including, for example, the new complex at CLT, Audiofina, which became RTL, and a Esch/Belval where RBC Dexia Investor Director of Paul Würth. He is the Chairman of Services Bank has its headquarters. He is also the Sichel and Presta-Gaz groups. the Chairman and a member of many Boards.
He co-founded BIL Participations in 1988, François Tesch which became Luxempart in 1992. He was the Managing Director from 1993 to 2002 and is Managing Director currently the Chairman of the Board of Executive Director Directors. He is also a Director of the listed Managing Director of Foyer company Société Electrique de l’Our (SEO). M Born in 1951 Schwertzer also holds a seat on the Boards of several unlisted companies including Dexia François Tesch holds a degree in Economic BIL (for over 20 years), Foyer Finance, Sciences and an MBA from INSEAD. Audiolux, and Trief (Groupe Wendel Investissement). After working as a financial analyst at W.R. Grace & Co. in New York and as the Financial Frank Wagener Director for W.R. Grace & Co. in Paris, Mr Tesch entered the Groupe d’assurances Foyer Non-Executive Director in 1983 as its General Secretary. He has been its Vice-Chairman Director-General (now CEO) since 1985. He Chairman of the Dexia BIL Management became Chairman of the Board of Directors of Committee Foyer in 2000 and resigned the position on 3rd Born in 1952 April 2007 in application of the rules of corporate governance.
- 14 - Luxempart Annual Report 2008 WorldReginfo - 9d07ae6d-07ec-4d7f-a80a-d2881640dc1a CORPORATE GOVERNANCE
Mr Tesch is the Managing Director of Foyer He is responsible for the management of and Foyer Finance. He is a member of the several investment portfolios including Board of Directors of the Luxembourg Stock Colruyt, Deceuninck, Kredyt Bank (Poland), Exchange and of BNP Paribas Luxembourg. and Luxempart. He supervises Private Equity He is also a member of the Board of Directors activities in the Benelux. of the listed companies SES and Atenor Group. In addition to his training at IAG, during Pierre Drion which he took part in a international exchange programme at the University of Western Non-Executive and Independent Director Ontario (Canada), he also completed the Vice-Chairman of Petercam (Belgium) Cepac programme (ULB), the Advanced Born in 1942 Management Program (INSEAD), and fiscal training at the Ecole de Commerce Saint-Louis. Mr Drion became a Managing Partner of Petercam at thirty and has been its Managing André Elvinger Director since it became a public company. Non-Executive Director In 1968, Petercam was a medium-size Lawyer company on the Brussels exchange (25 people). Born in 1929
Since then, Mr Drion has taken part in the André Elvinger has been a lawyer at the development of the company. It has become Luxembourg Bar since 1953. He was Chairman the leader in its field in Belgium and has of the Bar Association in 1986 and 1987. He is subsidiaries in the Netherlands, Luxembourg, an associate of the Elvinger, Hoss & Prussen and Switzerland. law firm.
François Gillet Mr Elvinger is the Chairman of the Board of Foyer Finance. Non-Executive Director Company director He is a member of the Committee for the Born in 1960 Développement de la Place Financière de Luxembourg (Codeplafi) and a member of the François Gillet is an IAG Commercial and Committee of Central Bank Jurists. He is the Management engineer. Honorary Chairman of the Association Luxembourgeoise d’Etudes Fiscales et du He joined Union Minière in 1984 as an Groupement. assistant to the Financial Director responsible for the financial aspects of acquisitions, Alain Huberty strategic plans, and special projects. Executive Director En 1988, he joined the Belgian financial General Secretary of Luxempart holding company Sofina where he is currently Born in 1967 a Director and takes part, in this position, in the overall management of the group.
- 15 - Luxempart Annual Report 2008 WorldReginfo - 9d07ae6d-07ec-4d7f-a80a-d2881640dc1a CORPORATE GOVERNANCE
Alain Huberty has a Masters in Business Law He is responsible for Private Equity operations from the Law Faculty of Aix-en-Provence and and, in this position, acts as Managing Director has a diploma from the London School of for ICP SICAR. He is also a Director of several Economics (LLM). He also completed a companies including All-Tag Security, NMC, training programme at INSEAD. Bartech, I.E.E., Rowies, and Waterleau. Jo Santino is a Director of Union Wallonne des Before joining Luxempart, he was registered Entreprises. with the Luxembourg Bar as a Lawyer at the Court and later worked in the legal Proposal 2009 departments of two major Luxembourg corporations. It will be proposed that the mandates of François Tesch, Gaston Schwertzer, Frank Alain Huberty is currently the General Wagener, Jo Santino, Alain Huberty, François Secretary of Luxempart. He is responsible for Gillet, Pierre Drion, and André Elvinger be several of the Group’s holdings and for the renewed for three years. Private Equity operations managed directly by Luxempart. It will also be proposed, on the recommendation of the Nomination and Jo Santino Remuneration Committee, that a new Independent Director be appointed in the Executive Director person of Ernst Wilhelm Contzen. Managing Director of Indufin Capital Partners SICAR (ICP) Ernst Wilhelm Contzen Born in 1957 Non-Executive and Independent Director Jo Santino received a degree in Business Managing Director of Deutsche Bank Administration from the University of Liege. Luxembourg He began his career at Arthur Andersen and Born in 1948 has worked in Brussels, Milan, and in Luxembourg as an audit manager and Ernst Wilhelm Contzen holds a degree in Law. company auditor. He began his career at Deutsche Bank in 1978. He joined the Cobepa Group in 1987 and, in He has held several positions at Deutsche Bank 1994 became the Managing Director of Group in Munster, Paris, Gottingen, Brussels, Mosane, a listed company and a subsidiary of Bremen and Frankfurt. Cobepa. Jo Santino has also been a member of the Cobepa Management Committee. He became a member of the Board of Directors of Deutsche Bank Luxembourg on 1st January In 2001, he completed the management 1998 and six months later became Managing buy-out of Berginvest, renamed Indufin Director on 1st July 1998. He is Managing Capital Partners SICAR, an investment Director and Country Head of Deutsche Bank company specialised in capital development Luxembourg. and buy-outs. Today, he is a Director and member of the Management Committee of Luxempart.
- 16 - Luxempart Annual Report 2008 WorldReginfo - 9d07ae6d-07ec-4d7f-a80a-d2881640dc1a CORPORATE GOVERNANCE
Topics for deliberation compliance with Article 16 of the Statutes, decisions were taken by consensus in writing The main topics for discussion and/or instead of holding a meeting. deliberation by the Board of Directors in 2008 were the following: The average rate of attendance of Directors at the meetings of the Board of Directors over the - Review of annual accounts and past fiscal year was 84%. consolidated annual accounts for fiscal year 2007 and the 2008 six-month report and Remuneration approval of press releases and related items The general principles of the policy for Director remuneration are found in Appendix - Planning for the General Meeting of 4 of the Corporate Governance Charter. Shareholders of 28th April 2008 In compliance with these principles, and in - Implementation of internal audit compliance with the decision taken by the General Meeting of Shareholders on 28th April - Review of the conclusions and recommen- 2008: dations made by the special committees In 2008, Directors were remunerated for their - Implementation of an organisational and mandate as follows: accounting procedure - With an annual gross base compensation, if - Investment and disinvestment decisions. required, on a prorated basis Studies on the future direction of Luxempart’s investment strategy and - The total amount of annual gross base the weight of the consolidated compensation allocated to all Directors was portfolio €135,000
- Private Equity development strategy - With an attendance fee for each meeting attended - Follow-up of the Cegedel merger transaction and of sale of Luxempart- - The total gross amount of attendance fees Energie to RWE allocated to all Directors was €53,000
- Follow-up on OPA Utopia ; - Part of the base compensation and attendance fees, in the amount of €81,000, - Follow-up on investments was returned to Luxempart by the Executive Directors. - Approval for the creation of Luxempart Capital Partners SICAR
Frequency of meetings and attendance
The Board met seven times during the fiscal year. In addition, on one occasion, and in
- 17 - Luxempart Annual Report 2008 WorldReginfo - 9d07ae6d-07ec-4d7f-a80a-d2881640dc1a CORPORATE GOVERNANCE
BOARD OF DIRECTOR - Valuation of the portfolio COMMITTEES - External review of the accounts
The Board of Directors may receive assistance Frequency of meetings and attendance in specific areas and on a consultative basis, The Audit Committee met four times in 2008. from specialised Committees which it creates and whose role, responsibilities, composition, Remuneration and operation it defines. The members of the Audit Committee receive an attendance fee for each Committee meeting The attributions of these Committees extend to they attend. all of the companies in Groupe Luxempart. The total gross amount of attendance fees paid AUDIT COMMITTEE in 2008 to all of the members of the Audit Committee was €18,000 Mission THE NOMINATION AND The Audit Committee assists the Luxempart REMUNERATION COMMITTEE Board of Directors and the Boards of Directors of the other companies of the Luxempart Mission Group in supervising financial information processes, the internal and external Audit The Nomination and Remuneration processes, and the internal control process. Committee assists the Board of Directors in all matters related to the appointment (or Composition removal) of Directors and members of the Management Committee. Messrs Ernst Wilhelm Contzen, Chairman of the Committee; Frank Wagener, Composition Non-Executive Director; and François Gillet, Non-Executive Director. The Secretariat of the Messrs André Elvinger, Chairman of the Committee is held by Mrs Pascale Finck, Committee, Non-Executive Director; Frank Secretary of the Luxempart Board of Directors. Wagener, Non-Executive Director; Pierre Drion, Non-Executive Director; François Activity Report Tesch, Executive Director (1); Gaston Schwertzer, Executive Director (1). Topics for deliberation - Review of annual results for 2007 and of The Secretariat of the Committee is held by Mr consolidated six-month results as of Benoit Dourte, Director of Human Resources 30.06.2008 for Groupe Foyer. - Review of the draft press release
(1) Messrs F. Tesch and G. Schwertzer are only members of the Nomination and Remuneration Committee for matters related to the nomination or removal of Directors and members of the Management Committee.
- 18 - Luxempart Annual Report 2008 WorldReginfo - 9d07ae6d-07ec-4d7f-a80a-d2881640dc1a CORPORATE GOVERNANCE
Activity Report The Board of Directors has delegated daily management of Luxempart and representation Topics for deliberation of the Company for this daily management to - Review of the principles of remuneration a Managing Director. for the Management Committee - Implementation of a Stock Option Plan The Managing Director is assisted in his duties whose beneficiaries are the members of the by a Director, a General Secretary, and an Management Committee (effective 2009) external expert. These people make up the Luxempart Management Committee. Frequency of meetings and attendance - The Nomination and Remuneration Composition Committee met twice during fiscal year 2008 The Management Committee currently consists of the following: Remuneration - The total gross amount of attendance François Tesch, Managing Director, Chairman fees allocated in 2008 to all of of the Management Committee the non-executive members of the Jo Santino, Director, Member of the Nomination and Remuneration Management Committee Committee was €9,000. Alain Huberty, General Secretary, Member of the Management Committee THE MANAGEMENT COMMITTEE Jacquot Schwertzer, External Expert, Member of the Management Committee The role of the Management Committee is to ensure: Activity Report
- Daily management of Luxempart and its Topics for deliberation subsidiaries PThe Management Committee paid special attention to the following during the 2008 - Follow-up and implementation of strategy fiscal year: decided by the Board of Directors - Consistent tracking of the companies in - Important decisions related to tracking the portfolio holdings - Decisions on investment and disinvest- - The study of investment and ment proposals disinvestment projects - The Moria file (Cegedel merger and the - Investment and disinvestment decisions sale of Luxempart-Energie to RWE, the with a financial stake not in excess of purchase of 5.4% of SEO) €3,720,000, on one hand, and on the other, in excess of €3,720,000 and without limitation in the event of an emergency (requires ratification by the Board of Directors)
- 19 - Luxempart Annual Report 2008 WorldReginfo - 9d07ae6d-07ec-4d7f-a80a-d2881640dc1a CORPORATE GOVERNANCE
- Follow-up of structural operations (Utopia takeover bid)
- Analysis of investment opportunities
- Recruiting of a new staff member
- Planning of the Board of Director meetings
- The liquidity contract
Frequency of meetings The Management Committee meets once every two weeks.
Remuneration The overall annual gross remuneration of the members of the Management Committee for 2008 was €1,402,509 of which €620,000 was variable compensation. In addition, some members belong to a complementary pension plan with a retirement, death, and disability guarantee. The premium paid in 2008 was €30,769.
Luxempart share transactions
A statement about all Luxempart share transactions carried out by persons with executive responsibilities within Groupe Luxempart and by persons with regular or occasional access to insider information must be published on the Internet site (www.luxempart.lu).
Three statements were published in 2008 for the purchase of 1,200 shares.
- 20 - Luxempart Annual Report 2008 WorldReginfo - 9d07ae6d-07ec-4d7f-a80a-d2881640dc1a Main listed holdings WorldReginfo - 9d07ae6d-07ec-4d7f-a80a-d2881640dc1a www.ses.com
Activities
SES owns three leading satellite operators: SES continued to be of high quality and has not, to ASTRA in Europe, SES AMERICOM in North date, been affected by the slowdown in the America, and SES NEW SKIES. These world economy. companies provide global coverage and connectivity. The Group also has strategic At the end of fiscal year 2008, 855 repeaters stakes in SES SIRIUS in Europe, CIEL in had been leased. This reflects a 79% fleet usage Canada, and QUETZSAT, in Mexico. SES rate and corresponds to 7% growth over 2007. provides satellite communications solutions world-wide thanks to its fleet of 40 satellites on The ASTRA 5A satellite was deactivated 26 orbital positions. following loss of altitude control.
Four satellites were launched, of which three Key figures and successfully (AMC-21, ASTRA 1M and Ciel-2) events and one unsuccessfully (AMC-14) following a technical failure in the launch rocket. SES has declared a total loss for this satellite and its full € Mios 2008 2007 Δ% cost has been covered by insurers. Shareholder’s equity – 1.553 1.578 -1,6 Group share In addition, the commercial capacity of three Revenues 1.630 1.611 1,2 other satellites (AMC-4, AMC 6, and AMC-16) EBITDA 1.100 1.090 0,9 has been reduced following the discovery of Net result – Group 388 404 -4,1 share anomalies in their solar panel circuits. These anomalies have had no impact on existing contracts.. € 2008 2007 Δ% Gross dividend per 0,66 0,60 10,0 share Outlook Price share per 13,82 18,00 -23,2 share
Number of shares issued : 399.582.156 SES continues to develop its supply of satellite capacity for the distribution of video services. The sector, characterised by long-term SES revenues were €1,630 million in 2008, contracts, is the core business of SES and is a slightly ahead of 2007. The net profit of €388 reflection of the strength of the Group’s million was 4% lower than in the preceding fundamentals. fiscal period as a result of restructuring costs and the accelerated depreciation charge for the The financial outlook is positive: expected ASTRA 5A satellite. On the other hand, the growth is based on a positive evolution of result per share was up 8% thanks to share supply and demand prospects, the existing buybacks over the period. order book, and on new satellite capacity which will be launched to meet market needs. The order book, based on long-term contracts, Three launches are planned for 2009. remained stable at €5.8 billion as of 31.12.2008. SES has stated that its client base has
- 22 - Luxempart Annual Report 2008 WorldReginfo - 9d07ae6d-07ec-4d7f-a80a-d2881640dc1a www.foyer.lu
Activities
Foyer Finance is a holding company which Insurance operation results (excluding holds 80.8% of Foyer and 43.56% of plus/minus values on the securities portfolio) Luxempart. The 2009 dividend paid by Foyer were €59.67 million thanks to favourable Finance was €24.57 gross/share, up 5% over accident results. the preceding year. Foyer acquired Capital@Work, a patrimony Foyer is listed on the Luxembourg and management company operating in the Brussels stock exchanges and is active in the Grand-Duchy of Luxembourg, Belgium, The fields of insurance and asset management. Netherlands, Switzerland, and Spain. This acquisition, entirely financed with the Group’s own capital, doubled the volume of assets Key figures and events of managed and provided an international the Foyerfiscal period dimension to the private banking activities of Groupe Foyer.
€ Mios 2008 2007 Δ% Revenues (gross 332,37 331,39 0,3 Outlook written premiums) Non-Life: 248,52 240,75 3,2 In the local market, Groupe Foyer is expecting Life: 83,85 90,64 -7,5 a rate of growth in line with previous periods. Net result 12,21 76,07 -83,9 (Group share) Non-life insurance: 11,85 63,86 -81,4 In international markets, the development of Life insurance: 3,12 9,81 -68,2 its activities in Life insurance sold in free Asset management -2,84 2,52 -212,7 provision of services should benefit from the commercial efforts made in 2007 and 2008 and from the take up of a life insurance portfolio. € 2008 2007 Δ% Consolidated book 45,68 51,15 -10,7 value per share The acquisition of Capital@Work, which was Gross dividend per 1,11 1,48 -25,0 finalised at the end of January 2009, will share provide a new dimension to the group’s Share price per 27,00 48,40 -44,2 private banking operations. Following its share merger with Foyer Patrimonium, the new entity will employ over 100 people and manage close to €3.5 billion in assets. The net consolidated result (Group share) was €12.21million on 31.12.2008 compared to The progress of Groupe Foyer’s results will, €76.07M for the preceding fiscal period. This however, remain dependent on technical significant drop was due to the impact of the hazards specific to insurance activities and the stock market crisis on the real estate values in effects of the financial crisis may continue to the portfolio. weigh down results in 2009.
- 23 - Luxempart Annual Report 2008 WorldReginfo - 9d07ae6d-07ec-4d7f-a80a-d2881640dc1a www.rtl-group.com
Activities Outlook
RTL Group, the leading European television The company expects the significant and radio group, has holdings in 45 television weakening of the advertising market to stations and in 32 radio stations in 11 continue and a shrinking of reservation times countries. RTL Group is also very active in for ads. Management has stated that it will production via its FremantleMedia subsidiary respond with a programme to reduce costs which produces over 10,000 hours of and focus on the Group’s core activities. No programming a year. results projections were provided for 2009. Key figures and events of the fiscal period
€ Mios 2008 2007 Δ% Revenues 5.774 5.707 1,2 EBITA 916 898 2 Net result (Group 194 563 -65 share)
€ 2008 2007 Δ% Gross dividend per 3,50 5,00 -30 share Ordinary: 1,40 1,30 -7,1 Extraordinary: 2,10 3,70 76,1 Share price per share 42,50 80,75 -47
Number of outstanding shares: 154.787.554
The Group was able to increase its revenue and operating result for the seventh year in a row despite a strong decrease in advertising revenues. The Group is pursuing a targeted investment policy and has significant geographical diversity within Europe. RTL Germany and FremantleMedia made the greatest contributions to improving results. The net result was impacted by goodwill depreciation on UK TV.
- 24 - Luxempart Annual Report 2008 WorldReginfo - 9d07ae6d-07ec-4d7f-a80a-d2881640dc1a www.atenor.be
Activities
Atenor Group is a real estate development Atenor Group continued to develop its company listed on the continuous Euronext portfolio of real estate projects in 2008, Brussels exchange and included in the Next broadening its range of action to Central Prime index. Its mission is to provide Europe and, more precisely, to Hungary and appropriate solutions to the new requirements Romania. created by changing urban and professional life through its urban planning and Atenor Group has a portfolio of projects of +/- architectural approaches. Within this 385,000 m2 diversified in three categories: framework, Atenor Group invests in 160,000 m2 in AAA office complexes, 170,000 large-scale real estate projects which meet m2 in large mixed-use urban projects, and strict criteria for location, economic efficiency, 55,000 m2 in residential complexes. and respect of the environment. Outlook Key figures and events of the fiscal period The long-term potential of the Atenor portfolio has not been impacted by current economic
€ Mios 2008 2007 Δ% conditions. However, in the coming months, Consolidated 125,88 102,97 22,2 the economic crisis will have an effect on shareholder’s equity Atenor Group’s results and activity, mainly Total assets 238,71 239,00 -0,1 through delayed sales transactions.
Consolidated net result 41,29 35,41 16,6 (Group share) On the other hand, 2009 will see a positive effect of +/- €12 million thanks to the revenue € 2008 2007 Δ% generated by the completion and delivery of Result per share 8,20 7,03 16,6 the Président building. This will in itself Gross dividend per 2,60 2,60 - guarantee a very positive result for 2009. share Share price per 38,00 41,30 -8,0 Atenor believes that current economic share uncertainty makes it impossible to make
Number of outstanding shares: 5.038.411 projections on other major transactions at this time.
The 16.6% advance of the company’s consolidated net result is due to the ongoing construction of the Président project (Luxembourg) and to the signature of two leases for this building.
- 25 - Luxempart Annual Report 2008 WorldReginfo - 9d07ae6d-07ec-4d7f-a80a-d2881640dc1a Unlisted holdings WorldReginfo - 9d07ae6d-07ec-4d7f-a80a-d2881640dc1a www.paulwurth.com
Activities
The Paul Wurth Company is an engineering In terms of operational activity, several major company that works primarily in the steel projects entered their onsite construction industry. It has a portfolio of over 400 patented phase and a number of others went into inventions. Paul Wurth is a world leader in the production. design and production of mechanical equipment, systems, and processes for blast furnaces and it has state-of-the-art steelworks Outlook technology.
The economic downturn that became apparent Key figures and events of at the end of 2008 may last for an extended the fiscal period period of time and will, therefore, impact company investment spending. The current order book ensures that the company will not € Mios 2008 2007 Δ% immediately feel the effects of the drop in Shareholder’s equity 126,85 92,18 37 commercial activity. The group’s geographical (Group share) diversification and its technology expertise Outstanding 1.235,60 1.190,90 4 will enable it to adjust to the new orders circumstances, although it probably will not be Revenues 668,65 414,86 61 able to maintain financial performance at the Net results 46,01 33,29 38 level of earlier periods.
€ 2008 2007 Δ% Gross dividend per 420 420 - share
The group’s results were again excellent in 2008. New orders fell slightly but remained high with a consolidated total of €861.4 million. The order book reached €1,235.60 million at the end of 2008, a new record.
This high level of activity led to a sharp increase in revenues.
- 27 - Luxempart Annual Report 2008 WorldReginfo - 9d07ae6d-07ec-4d7f-a80a-d2881640dc1a www.utopia.lu
Activities
Utopia specialises in the operation of leisure The group sold its Hengelo and Lelystad sites. centres consisting of cinemas, restaurants, and The latter is still operated by Utopia Neder- other activities. The group operates two land and, therefore, recorded an extraordinary cinemas in Luxembourg, one in France, four in profit. Belgium, and six in The Netherlands with a total of 90 screens and over 17,000 seats. Finally, it should be pointed out that Audiolux increased its participation following its volun- Key figures and events of tary public offering and that the Utopia share the fiscal period was withdrawn from the stock exchange.
€ Mios 2008 2007 Δ% Outlook Revenues 36,12 35,87 10,7 EBITDA 7,31 6,72 9 The group is confident that the new movies Net result 2,44 0,67 >100 announced for 2009 will enable revenues to, at least, match those of the previous period. € 2008 2007 Δ% Gross dividend per 1,44 1,44 - share Number of outstanding shares : 1.050.818
Utopia sold 3.44 million cinema tickets in 2008. This was 4.5% lower than the 3.61 million tickets sold in 2007.
The decrease in number of visitors, especially in the Belgian market, was compensated for by other accessory revenue. The drop can be explained by the low number of blockbuster movies in 2008.
- 28 - Luxempart Annual Report 2008 WorldReginfo - 9d07ae6d-07ec-4d7f-a80a-d2881640dc1a Activities
DS Care is a Luxembourg company consisting In December 2008, the three shareholders of of Sinequanon, Defi Gestion, and Luxempart. DS Care completed a second round of financ- Its goal is to become an active operator in ing in which Defi Gestion and Luxempart health and care services for the elderly, increased their respective shares in order to primarily in Italy and, later, in Germany. finance the development and growth of DS Care, thereby renewing their confidence in the Key figures and events of company’s management. the fiscal period Outlook
€ Mios 2008 2007 Δ% Number of beds 450 297 51,5 There should be more acquisitions in Italy in Shareholder’s equity 8,2 3,8 116 2009 and a search for opportunities in Revenues 14,1 13 8 Germany. DS Care Italia has already begun EBITDA 0,8 1,7 -52,9 serious discussions with an independent EBIT -0,2 1,2 -116 operator of retirement homes in Lombardy and signed several letters of intent.
The figures provided above are consolidated What’s more, demand in the field of care for pro forma figures. Performance in 2008 was the elderly is experiencing strong growth in affected by structuring costs and the acquisi- Europe due to its aging population. This tion of two entities. Management has identi- growth in demand for services, provided by fied several synergistic optimisation projects the State in most European countries, is gener- which will enable an increase in the profitabil- ating unprecedented pressure in the sector. ity of these entities. This will continue to favour initiatives like DS Care. In February 2008, DS Care Italia, dedicated to consolidation in the field of care for the elderly in Italy, completed an LBO (leveraged buyout) of Argento Vivo with its managers. The Argento Vivo group operates two retirement homes (located in Milan and Bolatte) with a total of 297 beds.
DS Care Italia acquired a third retirement home (located in Vittuone) with 150 beds in June 2008.
- 29 - Luxempart Annual Report 2008 WorldReginfo - 9d07ae6d-07ec-4d7f-a80a-d2881640dc1a www.quip.de
Activities
QUIP is a German company located in the Business progressed very positively over the Aachen region which provides interim and period despite a decrease in revenue due to the outsourcing services in Nordrhein-Westfalen. beginning of the economic crisis. It should be It takes on very specific jobs in the fabrication noted that the acquisition of this company was and assembly fields for a wide range of carried out in partnership with a local customers. investment company and partially via bank financing. QUIP differentiates itself from its regional competitors thanks to its range of specialised Outlook offerings and a pool of qualified workers. It primarily targets machine, equipment, and The brutal economic slowdown has led to a metal structure production and assembly. The significant fall in revenues since the beginning company’s goal is to open new branches to of 2009 and to extraordinary charges to reduce extend its current network, already present in the number of temporary staff. Although it is four cities, and to take on new market difficult to make projections, the company has segments. been able to maintain a solid level of activity while having to substantially cut back on its Key figures and events of staff. Management’s reactivity and existing the fiscal period partnership ties with most of the company’s large clients makes it feasible to maintain the € Mios 2008 (6 mois) 2007 (12 mois) current level of activity even though Shareholder’s equity 9,2 6,4 profitability will be negatively impacted by Revenues 17,8 33,0 measures required to adjust to market EBIT 2,4 4,4 constraints. Net result 1,8 2,2
Results for 2008 cover the period from July through December, following a change in the fiscal year.
- 30 - Luxempart Annual Report 2008 WorldReginfo - 9d07ae6d-07ec-4d7f-a80a-d2881640dc1a www.iee.lu
Activities
IEE is a Luxembourg company specialised in IEE closed its fiscal year on 30th September the design and production of intelligent 2008 with revenues up 6%. sensors for multiple applications. Among others, the sensors are used in the automobile The period was marked by a deterioration of industry, particularly for the detection of economic activity, particularly from the vehicle passengers. IEE is a leader in this field second half of 2008 on. Faced with very poor and is a supplier to the largest automobile prospects for the automobile industry in 2009, manufacturers. The sensors ensure that the company adopted measures to reduce airbags are released correctly and that costs beginning in the fall of 2008 in order to seatbelts are being worn. The sensors adjust its operations to the drop in activity in manufactured by IEE are also used in the the sector. electronics field, including telephony, for very specific and advanced applications. IEE restructured its debt and capital in January 2008 leading to a change in its shareholder’s The company employs over 1,100 people and equity. has R&D and customer service centres. Its production sites are located in Echternach in Outlook the Grand-Duchy, in Kosice in Slovakia, and in Langfang in China. The reorganisation measures implemented should enable the company to face one of the Key figures and events of most difficult crises experienced by the the fiscal period* automobile sector and to safeguard its production and research potential. € Mios 2008 2007 Δ% Shareholder’s equity 2.0 52,90 - Revenues 181,7 171,66 5,8 Net result 8,7 11,94 -27 *The fiscal year runs from 1st October through 30th September
- 31 - Luxempart Annual Report 2008 WorldReginfo - 9d07ae6d-07ec-4d7f-a80a-d2881640dc1a Private Equity
The term “private equity” refers to investments made in unlisted companies. These investments can be made at different times in a company’s development both at “seed capital” and “start up” time and to finance growth (capital development). The term “private equity” also refers to majority takeovers with management or a new generation of entrepreneurs (Management Buyout or Buy-in). These buyout operations enable the continuation of many family businesses faced with succession issues.
Luxempart has been gaining strong expertise The 2008 fiscal period unfolded in a climate of in private equity matters over the past several deep financial crisis. This led to a recession in years. It relies on a dedicated team which acts our economies which will last through 2009 directly or via Indufin Capital Partners, a and, perhaps, into 2010. company specialised in the field. The financial crisis had, and will have, serious Luxempart invests in private equity in three consequences for the private equity field. ways: Companies are confronted both with fewer credit opportunities and an increase in the - Directly: Luxempart invests directly in the remuneration of financial establishments. This Grand-Duchy of Luxembourg and in neigh- climate makes it more difficult to finance bouring areas where Luxempart can operations through debt. On the other hand, provide significant added value through its company results are deteriorating and the local presence number of quality opportunities is diminishing. Given these conditions, the need - Through Indufin Capital Partners SICAR: for shareholder’s equity has increased and is an investment company owned 50% with a pushing companies to restructure their capital Belgian partner (De Eik). Indufin is primar- either through increases in capital or through ily active in capital development and bond issues. These operations to reduce debt buyout operations in Belgium and the and provide new resources constitute new Grand-Duchy of Luxembourg. Indufin opportunities for private equity companies. develops a partner relationship based on trust and a shared strategic vision with the companies in which it invests
- Through specialised funds which enable Luxempart to access investments which require very specific skills or to access larger opportunities via major European funds.
- 32 - Luxempart Annual Report 2008 WorldReginfo - 9d07ae6d-07ec-4d7f-a80a-d2881640dc1a www.indufin.be
Activities
Indufin Capital Partners SICAR (ICP) is The 2008 fiscal year was particularly active. owned 50% by Luxempart and 50% by Eik, a Belgian family-owned company. In April 2008, ICP took a 32% interest in the new Luxembourg company Kyotec which ICP’s investment strategy is built around two intends to be the top-level holding for axes: European companies active in wall facing. Following the acquisition of Belgo-métal, the - Financing internal and external growth Belgian leader in the field, Kyotec acquired projects in which the existing management CTF and Perfect Form. Other acquisitions and team and shareholders are supported by ICP the creation of subsidiaries means that Kyotec in a “Hands with” partnership. These is now present in Belgium, France, and Italy. operations are capital development and support operations In March 2008, ICP increased its participation in Vemedia Pharma as part of the latter’s - Financing company acquisitions by the acquisition of the Valdispert brand. Vemedia is management team in place, by a new a supplier of over-the-counter pharmaceutical generation of family entrepreneurs, or by an products and health products in Europe. outside management team within the framework of buyout operations with or In December 2008, ICP acquired 81.25% of without leverage (MBO, MBI, LMBO, or Traficon, a company specialised in the LMBI). processing of video images for the analysis of road traffic. Traficon is a technology company In each case, ICP intends to be an active which develops sophisticated compression partner and to participate in the process of calculation and data transfer software. ICP has value creation. The investment range is teamed with management in this venture. between €3 and €10 million and can be in any field. ICP sold two of its participations over the period: ETC and KHD, creating a gain of €1.7 The current geographical area of operation is million. essentially the Benelux. ICP has received a commitment from its shareholders in the Outlook amount of €100 million. Key figures and events of The economic and financial crisis affecting our the fiscal period economies has also impacted activities in the private equity sector.
€ Mios 2008 2007 Δ% Given the particularly difficult climate, ICP is Shareholder’s equity 61 46,2 32 cautiously analysing various potential Portfolio value 71 44,5 59,5 business opportunities and is dedicating itself Total commitment 100,0 50,0 100 to the holdings already in its portfolio. Luxempart commitment 50,0 25,0 100 Net result 1,9 1,1 72,72
- 33 - Luxempart Annual Report 2008 WorldReginfo - 9d07ae6d-07ec-4d7f-a80a-d2881640dc1a The Portfolio
Bartech (54.3%) manufactures automatic mini-bars
Office Development (TDS Acior) (22.6%) manufactures office furniture
All Tag Security (13.2%) specialised in anti-theft labels
Velleman international (23.1%) owns 100% of Groupe Velleman, a company which develops and distributes a wide range of electronic equipment and components
Rowies (75%) a company specialised in shoe production
Preflexibel (66.7%) a company specialised in electrical pre-wiring
- 34 - Luxempart Annual Report 2008 WorldReginfo - 9d07ae6d-07ec-4d7f-a80a-d2881640dc1a The Portfolio
Waterleau (holding via a convertible bond worth 19% of capital). Waterleau is an engineering company specialised in water and waste filtration and treatment
Alphamin (96.3%) Alphamin is a distribution company specialised in polymers and waxes
Vemedia Pharma (8.66%) active in the parapharmaceutical field
Actief Interim (29.1%) active in the interim staffing field
Kyotec Group (40%) designs, assembles, and installs wall facing for large-scale residential and office building projects
Traficon (68.75%) the world leader in image processing for road traffic fluidity and mobility
- 35 - Luxempart Annual Report 2008 WorldReginfo - 9d07ae6d-07ec-4d7f-a80a-d2881640dc1a Investment Funds WorldReginfo - 9d07ae6d-07ec-4d7f-a80a-d2881640dc1a Investment funds
Luxempart invests in Private Equity via specialised funds which give it access to investments which require very specific skills and to larger operations via major European funds. The investments made in LBO France and Apax meet these criteria.
The investments made in NTVC I, Mangrove II, and Mangrove III enable indirect “early stage” investment whereas participation in Defi Eurocap III has created a true partnership which has led to three co-investments to date.
At the end of 2008, the total drawdown in funds amounted to €13 million and the balance remaining to be called was €4 million.
LBO France Small Caps FCPR Conso Invest Private Equity II (FCPR II) FCPR Conso Invest is an investment fund FCPR II is an investment fund created by created by LBO France to hold a specific Masséna Finance Gestion and LBO France investment, that is, a majority stake in Consolis Gestion, two companies with complementary Group, the leading manufacturer of activities. One raises capital from private prefabricated cement materials in Europe with investors and the other ensures the selection, revenues of €1.8 billion in 2008. The group has acquisition, management, and arbitrage of 130 factories in 20 countries and is active in assets. both the construction and public works markets. The FCPR II objective is to take leveraged majority stakes (LBO) in mature companies € Mios whose value ranges between €10 and €100 Creation February 2007 million. On 31.12.2008, the fund had eight Fund size 242,6 investments in its portfolio totalling €95.33 Luxempart commitment 2,50 million including, notably, Interclean, a Amount invested by Luxempart 2,50 company active in the industrial cleaning field, Luxempart Stake Value on 31.12.2008 2,45 Sonovision, a company active in document engineering, and Eryma, a company active in security systems integration. Apax France VII
€ Mios Apax Partners is one of the largest Private Creation December 2005 Equity investment groups in the world. Apax Fund size 80,0 Partners manages funds invested in the United Luxempart commitment 2,50 States, Europe, Israel, and Asia with a total Amount invested by Luxempart 2,36 value of close to USD 20 billion. Luxempart Stake Value on 31.12.2008 2,24
- 37 - Luxempart Annual Report 2008 WorldReginfo - 9d07ae6d-07ec-4d7f-a80a-d2881640dc1a Investment funds
Apax France VII invests in large-scale LBO € Mios operations. As of 31st December 2008, Apax Creation March 2000 had 11 investments in its portfolio for a total of Fund size 51,4 €648 million. These investments include Luxempart commitment 2,5 Maison du Monde, a company active in the Gain realised 1,3 distribution of interior decoration items, Acquisition value of the 590 0,3 Capio, a company active in health care, and remaining shares (after distribution) Altran, the European leader in innovation Luxempart Stake Value on 31.12.2008 0,7 consulting.
€ Mios Mangrove II Creation March 2006 Fund size 500 Mangrove II was launched in September 2005. Luxempart commitment 2,50 This fund invests in young European Amount invested by Luxempart 1,73 companies that are active in new technologies. Luxempart Stake Value on 31.12.2008 1,22 On 31.12.2008, Mangrove II had 27 companies New Tech Venture in its portfolio for a total of €78.75 million. Capital Fund I (NTVC I) These included Nimbuzz, active in the field of mobile telephone applications, Seatwave, an Internet ticket reservation system, and Zink, NTVC I is a Luxembourg registered which is developing a printing technique for investment fund managed by Mangrove digital images which does not use an ink Capital Partners. This fund is specialised in cartridge. seed capital and the first and second rounds of financing (early stage) in the technology field € Mios (IT, Internet, etc.) Creation March 2005 120 The sale of Skype to eBay in 2005 enabled Fund size NTVC I to pay its shareholders amounts which Luxempart commitment 2,50 far exceeded their initial investments. Amount invested by Luxempart 1,90 Luxempart Stake Value on 31.12.2008 1,96 As of 31st December 2008, NTVC I had only two active values in its portfolio for a total of Mangrove III €16.82 million. These are Dialcom Networks which builds real time communications Mangrove III was launched in July 2008. This platforms and Lumension, a company which fund invests in young European companies develops security systems for computer active in new technologies. applications.
- 38 - Luxempart Annual Report 2008 WorldReginfo - 9d07ae6d-07ec-4d7f-a80a-d2881640dc1a Investment funds
On 31.12.2008, Mangrove III had three € Mios companies in its portfolio for a total of €11.92 Creation October 2006 million. These were Zink, which is developing Fund size 70 a printing technique for digital images without Luxempart commitment 2,50 an ink cartridge, Kupi Vip, which supplies Amount invested by Luxempart 1,43 on-line purchasing services, and Waratek Luxempart Stake Value on 31.12.2008 0,99 which provides solutions to make applications virtual between two or more servers.
€ Mios Creation July 2008 Fund size 180 Luxempart commitment 2,25 Amount invested by Luxempart 0,25 Luxempart Stake Value on 31.12.2008 0,21 Defi Eurocap III
Defi Eurocap is an investment fund created by Defi Gestion Lausanne, a private equity company active in Switzerland, France, Germany, and Italy.
The goal of Defi Eurocap III is to invest at least 80% of its portfolio in leveraged stakes (LBO). Its target companies are small to mid-size companies with revenues of at least €10 million.
As of 31.12.2008, Defi Eurocap III had six companies in its portfolio for a total of €20.51 million. Of these six companies, three are joint investments with Luxempart or Indufin Capital Partners SICAR. These are DS Care, a company active in health and care for the elderly, Kyotec Group, which designs, assembles, and installs wall facing for large real estate projects, and Actief Interim, a company active in the interim staffing market.
- 39 - Luxempart Rapport Annuel 2008 WorldReginfo - 9d07ae6d-07ec-4d7f-a80a-d2881640dc1a WorldReginfo - 9d07ae6d-07ec-4d7f-a80a-d2881640dc1a Financial calendar
27 April 2009 Annual Meeting of Shareholders 2009
19 May 2009 Interim Management Statement
31 August 2009 Publication of half-year results 2009
19 November 2009 Interim Management Statement
26 March 2010 Publication of annual results 2010
- 41 - Luxempart Annual Report 2008 WorldReginfo - 9d07ae6d-07ec-4d7f-a80a-d2881640dc1a 12, rue Léon Laval L- 3372 Leudelange Tel.: +352 420 947 Fax: +352 425 462 e-mail: [email protected] www.luxempart.lu RCS B 27846 WorldReginfo - 9d07ae6d-07ec-4d7f-a80a-d2881640dc1a