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SEMI-ANNUAL REPORT AS OF 30 JUNE 2016 FINANCIAL STATEMENTS (IFRS) – SPICE PRIVATE EQUITY LTD
NOTE 4 FOREIGN EXCHANGE RATES The following exchange rates have been used for the preparation of these consolidated condensed interim financial statements: Unit
30 June 2016 USD
31 December 2015 USD
30 June 2015 USD
Foreign exchange rates: Swiss Franc 1 CHF Euro 1 EUR
1.02450 1.11060
1.00756 1.09060
1.07066 1.10940
Unit
1.1.2016– 30.6.2016 USD
1.1.2015– 31.12.2015 USD
1.1.2015– 30.6.2015 USD
1 CHF 1 EUR
1.01879 1.11666
1.03907 1.11040
1.05546 1 .1 1 7 0 6
Average rates: Swiss Franc Euro
NOTE 5 SHAREHOLDERS’ EQUITY The share capital of the Group as of 30 June 2016 amounts to TUSD 53 980 (31 December 2015 (restated): TUSD 53 980) consisting of 5 363 717 registered shares (31 December 2015 (restated): 5 363 717) with a par value of USD 10.1 (31 December 2015 (restated): USD 10.1) each. All issued shares are fully paid-in. Share capital is broken down as follows: Number of Shares
Outstanding shares at 1 January 2016 – Treasury shares sold – Treasury shares purchased Outstanding shares at 30 June 2016
5 357 322 19 173 (26 565) 5 349 930
The Group can trade in treasury shares in accordance with the relevant guidelines (the Company’s Articles of Association, Swiss com-pany law, listing rules of the SIX Swiss Exchange). Treasury shares are treated as a deduction from the consolidated Shareholders’ Equity of TUSD 329 (31 December 2015 (restated): TUSD 157). Currently, the Group does not intend to pay any dividends to shareholders.
NOTE 6 RELATED PARTY TRANSACTIONS Related Parties are individuals and companies where the individual or company has the ability, directly or indirectly, to control the other party or to exercise significant influence over the other party in making financial and operating decisions. Related Parties include: • Board of Directors of Spice Private Equity Ltd; • GP Investments Group consisting of GP Investments Ltd, GP Advisors (Bermuda) Ltd and GP Advisors Ltd, Zurich.
Material transactions Expense of TUSD 241 (30 June 2015: TUSD 446) were booked during the reporting period for Board of Directors compensation and travel expenses. Stock Appreciation Rights (SARs) revenue of TUSD 372 (costs as of 30 June 2015: TUSD 255) was booked during the reporting period. Board of Directors members did not receive any new SARs during 2016. Administration fee expenses and payments to GP Advisors Ltd, Zurich amounted to TUSD 50 (30 June 2015: TUSD 50) in the reporting period. In the reporting period the subsidiary paid a management fees of USD 2.5 million (30 June 2015: USD 2.8 million) to GP Advisors (Bermuda) Ltd. As of 30 June 2016 the Subsidiary holds investments in four funds managed by GP Investments Ltd. GP Advisors (Bermuda) Ltd is entitled to a performance fee of 10 % of the increase, if any, in the Company’s NAV after a 5 % hurdle and subject to customary catch-up and high-watermark clauses. The high-watermark was reset to the USD value of the Company’s NAV as of 31 December 2014 of USD 203.6 million to reflect the new structure and size of the Company after the sale of the “Legacy Portfolio”. No performance fees have been accrued or paid as of 30 June 2016 and 2015. GP Advisors (Bermuda) Ltd exceptionally accepted and agreed that it will eliminate the effect of the extinction of the Put Option to the calculation of the performance fee as of 30 June 2016 (refer Note 12). As long as there remains in effect an investment management agreement between GP Advisors (Bermuda) Ltd and Spice Private Equity (Bermuda) Ltd, the Group shall not pay any additional management or performance fees to GP or affiliates of GP related to any investment made by the Group in respect of primary fund commitments where GP or an affiliate thereof also acts as the general partner or manager. Customary fees may, however, be payable in respect of secondary limited partnership interests in funds managed by GP or affiliates of GP which have been or may in the future be acquired from third parties in arm’s length transactions.
NOTE 7 DETERMINATION OF FAIR VALUE The Group’s investments are primarily non-current financial assets and are measured at their fair value using the most appropriate valuation techniques as described in detail below. The responsibility for determining fair value lies with the Board of Directors. Due to inherent uncertainties, fair valuations may