ANNUAL REPORT Contents Annual REPORT General SECTION Quest for Growth
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2011 GENERAL SECTION QUEST FOR GROWTH ANNUAL REPORT CONTENTS ANNUAL REPORT GENERAL SECTION QUEST FOR GROWTH MESSAGE TO THE SHAREHOLDERS 3 RATIOS 4 KEY FACTS 5 PORTFOLIO 6 HOLDINGS AT DECEMBER 31ST 2011 6 PORTFOLIO COMPOSITION: BY COUNTRY 8 BY STOCK MARKET 8 BY SECTOR 8 PROFILE, AIM, INVESTMENT POLICY 10 STRATEGY 12 CORPORATE GOVERNANCE 14 BOARD OF DIRECTORS 20 INVESTMENT MANAGERS REPORT 32 INVESTMENTS IN QUOTED COMPANIES 32 INVESTMENTS IN UNQUOTED COMPANIES 34 & VENTURE FUNDS COMPANY PROFILES 38 UNQUOTED COMPANIES 38 VENTURE CAPITAL FUNDS 41 QUOTED COMPANIES 44 GENERAL INFORMATION 58 KEY INFORMATION 62 FINANCIAL CALENDAR 63 GLOSSARY 64 Pursuant to the Royal Decree of November 14th 2007 regarding the obligations of issuers of financial instruments admitted to trading on a Belgian regulated market, Quest for Growth is required to publish its financial report on an annual basis. The annual financial report comprises the audited annual accounts, the annual report and the signed report of the Statutory Auditor. The integral version of the statutory annual accounts is deposited with the National Bank of Belgium, pursuant to the articles 98 and 100 of the Company Code, together with the annual report of the Board of Directors and the audit report. The Auditor has approved the statutory annual accounts without qualification, with explanatory paragraph. The annual report has been written based on the situation on 23 January 2012 and as a consequence it does not take into account any changes to the structure after that date (merger Quest Management NV – Capricorn Venture Partners NV). The annual report, the integral versions of the statutory annual accounts, as well as the audit report regarding the said annual accounts are available on the website www.questforgrowth.com and may be requested free of charge from the following address: Quest for Growth NV Lei 19 box 3 B-3000 Leuven Belgium Phone: +32 (0)16 28 41 28 Fax: +32 (0)16 28 41 29 E-mail: [email protected] Dr. Jos B. Peeters Mr. Antoon De Proft MESSAGE TO THE SHAREHOLDERS Dear shareholders, Early 2011 the economy gained momentum Yet the current difficult market conditions Following the recent merger between and it seemed as though the markets would also offer opportunities. The low valua- Quest Management and Capricorn Ven- recover from the financial crisis that struck tions and forecasts of rising operating ture Partners the latter has, as the legal three years ago. In June however, the confi- income could put the stocks in an excel- successor of Quest Management, taken dence of investors rapidly started to decline. lent position to grow in 2012. That growth over the role of managing director of The effects of the earthquake in Japan and however will depend on a number of mac- Quest for Growth. To safeguard the in- the subsequent nuclear disaster in Fuku- roeconomic factors whereby political ini- dependence of the Chairman position shima, the “Arab spring” with its negative tiatives aimed at stability in the financial within the fund, Jos B. Peeters, who in his impact on global oil prices and the fading markets will be crucial. capacity as Chairman of the management confidence of investors in Europe for a short committee of Capricorn Venture Partners term control of the debt crisis, contributed Quest for Growth invested in 2011 as the will also be responsible for the daily man- to an increasing volatility in equity markets. lead investor in one new unquoted com- agement of Quest for Growth, passed the pany, namely Cartagenia, in which a com- gavel to ADP Vision BVBA, represented by In general the quoted portfolio suffered mitment was made for € 1.25 million. Cart- Antoon De Proft. from the deterioration of the European agenia, a promising spin-off of the KUL, is stock markets. However, despite the awk- active in the development of software for We wish to thank Rene Avonts, former ward financial economic climate, several genetic laboratories. Apart from that co- CEO of Quest Management, for his years parts of our portfolio performed better than investments were made with the Capricorn of dedication to the fund. In the future the benchmark. Especially smaller stocks Cleantech Fund; the main investment here he will continue to be closely involved from the eurozone, the vast majority of the was one of nearly € 1 million in Ducatt, a with the activities of Quest for Growth as portfolio, performed weakly at the stock ex- turnaround investment in an existing Bel- a member of the board of directors. On change. Yet there were some stocks in the gian glass company that converted itself behalf of all who are involved in Quest for portfolio that could record positive annual into producing high quality glass for the Growth, we wish to thank you for your con- returns, with Econocom as best performer photovoltaic industry. fidence. We look forward to help achieve (+59%). The portfolio of unquoted compa- your investment goals also in 2012. nies was also hit by the recession. Compa- The close collaboration with the Capricorn nies in need of a capital increase were con- Cleantech Fund fits for that matter in the fronted with a strongly shrinking venture merger project between Quest Manage- capital market and a significant decline of ment NV, the managing director of Quest valuations. Despite those difficult economic for Growth, and Capricorn Venture Part- conditions some of our portfolio companies ners, announced in 2010. This project was still took important steps in their further de- completed in the beginning of 2012 and velopment. Sphere Medical for instance suc- we expect it will result in a better deal flow ceeded in November in an IPO on AIM and for unquoted companies, which we hope Dr. Jos B. Peeters ADP Vision BVBA, represented by there were some trade sales in companies in will boost the future result of Quest for Antoon De Proft which we had an indirect interest. Growth. Outgoing Chairman Incoming Chairman ANNUAL REPORT 2011 - GENERAL SECTION l 3 RATIOS 1/01/2011 1/01/2010 1/01/2009 1/01/2008 1/01/2007 31/12/2011 31/12/2010 31/12/2009 31/12/2008 31/12/2007 Balance sheet and results (in €) Net profit (13,313,623) 20,568,083 18,076,265 (48,404,428) 620,575 Ordinary dividend 0 0 0 0 600,394 Total dividend 0 0 0 0 600,394 Net asset value (N.A.V.) after profit distribution 91,101,307(*) 106,009,655 85,441,572 67,365,307 115,769,735 Financial Assets (shares and receivables) 86,989,456 99,778,377 79,850,099 61,137,896 108,892,469 Cash at bank and in hand and term deposits 3,038,427 3,724,105 4,047,803 5,165,409 5,464,683 Total Assets 91,224,485 106,076,435 85,563,899 67,673,819 116,499,094 Numbers per ordinary share (in €) * Profit per share (1.15) 1.74 1.53 (4.11) 0.05 Gross dividend per share 0.00 0.00 0.00 0.00 0.05 Net dividend per share 0.00 0.00 0.00 0.00 0.05 NAV per share before profit distribution 7.90 8.99 7.25 5.71 9.87 NAV per share after profit distribution 7.90 8.99 7.25 5.71 9.82 Stock information Share price at year end (€) 4.75 5.31 4.65 3.15 8.40 Total number of outstanding shares 11,529,950 11,789,255 11,789,255 11,789,255 11,789,255 Number of bought-in shares 0 259,305 259,305 259,305 202,715 Number of warrants 0 0 0 0 0 Stock market volume in shares 2,269,921 2,576,476 871,476 1,447,432 2,602,058 Stock market volume (× € 1000) 12,566 12,179 3,513 9,378 26,236 Return NAV ** (12.10 %) 24.07 % 26.83 % (41.81 %) 1.8 % Net return on equity (with regard to share price at year end) 0.0 % 0.0 % 0.0 % 0.0 % 0.6 % Pay-out ratio 0.0 % 0.0 % 0.0 % 0.0 % 96.7 % Discount share price at year end with regard to NAV 38.88 % 40.95 % 35.84 % 44.87 % 14.9 % (*) after annulment treasury shares amounting to 1,594,726 * calculated with total number of outstanding shares at year end, including bought-in shares. ** NAV return after profit distribution, taking into account capital increases (time weighted rate of return). 4 l ANNUAL REPORT 2011 - GENERAL SECTION KEY FACTS 1/01/2011 1/01/2010 1/01/2009 1/01/2008 1/01/2007 31/12/2011 31/12/2010 31/12/2009 31/12/2008 31/12/2007 Net profit / loss: (13,313,623) 20,568,083 18,076,265 (48,404,428) 620,575 Net profit / loss per share: (1.15) 1.74 1.53 (4.11) 0.05 Ordinary dividend: 0 0 0 0 600,394 Dividend to A and B shares: 0 0 0 0 0 Profit / loss carried forward: (19,303,859) (5,990,236) (26,558,319) (44,634,583) 20,993 Ordinary dividend per share (before withholding taxes): 0 0 0 0 0.05 Ordinary dividend per share (after withholding taxes): 0 0 0 0 0.05 31 December 31 December 31 December 31 December 31 December 2011 2010 2009 2008 2007 Net asset value (NAV) after profit distribution: 91,101,307 106,009,655 85,441,572 67,365,307 115,769,735(1) NAV / share after profit distribution: 7.90 8.99 7.25 5.71 9.82 Stock Price / share: 4.75 5.31 4.65 3.15 8.40 Number of Shares: 11,529,950 11,789,255 11,789,255 11,789,255 11,789,255 (1) Capital increase (+ € 19,806,547 or 2,330,182 shares at € 8.50 per share on April 30th 2007) (2) Annulment treasury shares (- € 1,594,726 for 259,305 shares on June 29th 2011) STOCK PRICE VOLUME 90,000 7.00 80,000 6.00 70,000 60,000 5.00 50,000 O R U 40,000 E 4.00 30,000 20,000 3.00 10,000 2.00 0 ANNUAL REPORT 2011 - GENERAL SECTION l 5 PORTFOLIO FINANCIAL ASSETS BREAKDOWN DECEMBER 31ST 2011 Shares quoted companies Company Sector / Market Number of Change since Currency Share price Valuation in € in % of Net shares 31/12/2010 Asset Value DOCDATA Euronext Amsterdam 65,000 65,000 € 14.5000 942,500 1.03% ECONOCOM Euronext Brussels 153,663 82,493 € 15.5500 2,389,460 2.62% INIT INNOVATION Deutsche Börse 99,178 -35,822 € 14.2000 1,408,328 1.55% LEGUIDE.COM Euronext Paris 80,000 17,500 € 14.6700 1,173,600 1.29% NEMETSCHEK Deutsche Börse 140,000 -10,000 € 25.8000 3,612,000 3.96% PHARMAGEST INTERACTIVE Euronext Paris 40,000 22,750 € 44.1000 1,764,000 1.94% TRANSICS Euronext Brussels 250,000 0 € 6.2000 1,550,000 1.70% UNIT 4 Euronext Amsterdam 157,830 -37,500 € 18.3000 2,888,289 3.17% EVS BROADCAST EQUIPM.