ANNUAL REPORT
TABLE OF CONTENT
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TABLE OF CONTENT
TABLE OF CONTENT
MISSION STATEMENT
MISSION STATEMENT
Flexibility and adaptability are becoming more than ever
the guarantors of a company's successful existence over
time. In this perpetual whirlwind, family values, passed
on from generation to generation, are the bedrock a family
business needs to strive.
I would particularly like to thank Pierre Drion who, after
15 years, leaves the Board of Directors with me. Pierre has
participated in many important moments of Luxempart
and Foyer. His advice and incisive opinions have always
been of great value. Pierre is a man of heart and action, a
dear friend, whose youthful spirit amazes me every day.
I leave the Chairmanship of Luxempart to François Gillet,
a widely recognised investment professional.
François knows Luxempart very well and for many years
I have appreciated his loyalty, competence and business
approach within our Board of Directors. I am confident
that François, supported by his highly professional
colleagues on the Board, will give the right guidance to
Luxempart in the future.
To the co-managing directors, John Penning and Olaf
Kordes and their team, I wish them, luck, courage and
inspiration in their new adventure.
Last but not least, I would like to thank all Board members
and shareholders who have trusted and supported me all
the way.
François Tesch
Co-Founder
MESSAGE FROM THE EXECUTIVE CHAIRMAN
FOR A FAMILY BUSINESS, TRANSMITTING VALUES IS WHAT MATTERS
The Foyer Group celebrated its 100th anniversary in
October 2022.
This anniversary ceremony provided an opportunity to
remind us of the major events throughout its history.
Amongst those, was the gradual takeover, as majority
shareholder of BIL Participations in 1992.
This portfolio company, listed on the Luxembourg
stock exchange changed its name to Luxempart and
transformed our family business from a pure insurance
company into a leading financial group in the Grand Duchy
of Luxembourg.
At first sight, the industrial logic was not obvious between
Foyer and Luxempart. Today, with hindsight, this decision
has proven to be quite sound enabling to diversify our
assets and to venture into new opportunities.
It was also rewarding for our shareholders since an
average annual return on investment of 15,5% was
generated over the last 30 years.
After focusing its investments mainly in the Grand
Duchy of Luxembourg, Luxempart developed over time
its activities as a professional investor across Europe,
and more recently in the United States. A talented
international team manages today a portfolio in excess of
EUR 2.0 billion.
During this period, I have lived through an unforgettable
entrepreneurial and human adventure.
I had the opportunity to meet and work with several
outstanding people who placed their trust in me. I am
thinking in particular of the Schwertzer family, Gaston,
honorary Chairman and co-founder with me of Luxempart,
and his son Jacquot, with whom I later developed
Luxempart's activities beyond our borders. I also want
to mention André Elvinger, whose valuable advice has
proven to be very helpful.
To all my partners and colleagues, a warm thank you!
Today I am leaving the Board of Directors of Luxempart
and its Chairmanship, with strong emotions in tow. On
such occasion, one looks back to grasp the essential.
Personally, I am particularly proud to have been able to
preserve an entrepreneurial spirit and the unity of our
family.
I attribute the success and continuity of our business to a
great extend to the five following key values:
• A corporate culture relying on creativity, honesty and
transparency
• A passion for our businesses and their development
• The quest for excellence
• A shared vision and clear objectives
• A strong appetite for measured risk-taking.
The world is in constant motion, and most would even
agree to say that change is accelerating.
/ 5/ 4
MISSION STATEMENT
MISSION STATEMENT
WHAT WE STAND FOR
Luxempart is a Luxembourg listed investment company
with 30 years of existence and an estimated net asset
value of EUR 2.2 billion as of December 31, 2022. Our
growing team of close to 30 investment professionals and
support staff is based in Luxembourg and actively covers
our target markets of France, Benelux, DACH region and
Northern Italy. We aim to be a long term and trusted
partner to successful entrepreneurs and families.
Luxempart shareholders and management believe in
value creation through patient involvement and a shared
vision with our partners. We foster an ambitious team
spirit, led by young and talented colleagues, that are close
to our strategic markets, and that are empowered early
on.
Our track record over the last thirty years has been
positive with a group IRR above 15%, while paying out a
steadily increasing dividend.
STRATEGIC HEADLINES
Direct Investments :
• Equity investments between EUR 25 and 100m per line
• Majority or active minority stakes
• Privately held (private equity) or listed companies
• Focus on France, DACH, Benelux and Northern Italy.
• No specific sector preference, but affinity for financial
services & insurance, telecommunication, security,
healthcare and industrials
• Supportive, hands-on approach, good understanding of
family dynamics
Investment Funds :
• Investments usually between EUR 2.5 and EUR 15m
per fund
• Wide range of strategies – venture capital, growth
capital and buyouts
• Geographical diversification – Europe, USA, Asia
• Co-investment opportunities
WHAT WE OFFER
LUXEMPART has a stable family shareholding structure,
that promotes:
FOR OUR SHAREHOLDERS
•
A resilient and diversified portfolio of growing
European companies
• A direct access to private equity investments managed
by a seasoned team
• An access to top-class private equity funds operating
worldwide
• A steadily increasing dividend
• The first-class governance of a listed company
FOR OUR BUSINESS PARTNERS
• Tailor-made solutions for founders, family businesses
and managers
• An entrepreneurial and industrial mindset
• An active support on all major strategic decisions and
available capital to foster growth initiatives or to resist
hard times
• No exit pressure with investment horizons beyond
traditional private equity funds
• The ability to help national champions to become truly
European and develop worldwide
/ 7/ 6
MESSAGE TO OUR SHAREHOLDERS
MESSAGE TO OUR SHAREHOLDERS
In summary, we believe our portfolio to be extremely
resilient and to have proven so in 2022, a year that will
be for long remembered for its fair share of difficulties
and uncertainties.
2022 is also the last full year of our Chairman’s service.
François Tesch, during his 30 years of involvement, and
supported by a close and valuable team of professionals,
has left a permanent mark in Luxempart’s history.
We hope, but are humbly confident, that we have the
means to consolidate the development of your company,
by perpetuating the principles laid out by François:
professionalism, entrepreneurial spirit, agility and respect
of a strict governance at the service of our shareholders.
In this context, the consolidation of a very solid portfolio
is not the only ingredient to success. Luxempart is in
a people’s business. Our team, that we would like to
congratulate and thank for their continued work and
implication in 2022, but actually since much longer, is
our most precious asset. This outstanding team has been
reinforced over the last three years and we are convinced
that we have reached a high-caliber structure that will
contribute to perpetuate Luxempart’s development.
We would like to particularly thank Jo Santino, member
of the Executive Committee in charge of the Investment
Fund activity, who has retired this spring, leaving in place
a team that will step up to the challenge. Alain Huberty
succeeded him, after leaving his CFO position to Lionel
de Hemptinne, who joined in April 2022. Eventually,
Rudolf Ohnesorge, who capitalizes on a long experience
in private equity investments in Germany has joined the
Luxempart senior investment team in September. The
Executive Committee now counts five members focusing
on collegial, nimble and professional decision-taking. It
manages today a team of 27 people, thanks to the 5 net
additions in 2022.
The team is supported and supervised by our Board of
Directors, that will also undergo a certain change. We
are very happy to welcome François Gillet as our new
Chairman, who, during his already 30 years of active
collaboration at our Board of Directors has proven his
contribution to Luxempart’s development. We would also
like to thank Pierre Drion, who will retire from the Board of
Directors. We will miss his always incisive and business-
minded insights. We would be honored to welcome Xavier
Coirbay and Owen Tesch, who will add their competencies
and experiences to a Board of Directors that re-invents
itself perpetually. As Managing Directors, we are impatient
to work with them if you, as shareholders, validate their
candidacies. We are convinced of their professionalism
and of the value they will add to the Board of Directors.
We strongly believe that with this renewed set-up, we will
be able to continue to invest your funds wisely, creating
value for the long term, in accordance with the strategy
that we have been advocating for the last three years, and
that the present annual report outlines again. The world
is prone to uncertainties and risks. But no more than in
2008, 2011 or 2020. Luxempart has proven its strong
resilience during the last crises. We are convinced that
the entrepreneurial spirit, associated to a certain level
of prudence, will guide us and allow us to perpetuate
the development of your company. Such development
needs to increasingly take into account the principles of
responsible investing. Over the year, our teams have been
closely associated to our ESG initiatives, which we would
like to become a guiding principle shared and applied by
the whole structure. Our work in this area will intensify in
2023, based on the progress made in 2022 and outlined in
the sustainability report.
Please, allow us a more personal closing statement
dedicated to François Tesch. François completes a rich
career that only few entrepreneurs in Europe can match.
But for us, he has reached what every entrepreneur
handing over his baby can wish for: at every important
decision, we will wonder what François would have
thought… We sincerely hope to step up to the challenge,
to pursue your company’s development in the years to
come, and to give sense to our introductory concept of
consolidation. We humbly thank him for his confidence
and assure you that we will work tirelessly to be worthy
of it!
John Penning and Olaf Kordes on behalf of the whole team
MESSAGE TO OUR SHAREHOLDERS
This year, marked by two quite different periods, can be
summarized as a year of consolidation for Luxempart.
The first half of the year was placed under the sign of
sideration, generated by events that we thought long-
gone: war in Europe, high inflation, rapidly increasing
financing costs and a trend towards regionalization led by
geopolitical tensions.
During the first six months, Luxempart’s model has
proven its resilience. Our portfolio is overweight in
very resistant sectors (namely financial services and
healthcare) and has shown a continued increase in the
portfolio companies’ financial results. Furthermore, the
investment strategies focusing on less mature companies
(venture and growth, that are experiencing comparably
stronger headwinds) are relatively recent in Luxempart’s
fund portfolio and as such our Investment Fund portfolio
has no significant exposure to these strategies as of yet.
As a result, Luxempart experienced a somewhat limited
decrease of its Net Asset Value ("NAV") as of June 30,
faring significantly better than our benchmark. The
execution of our strategy was nevertheless pursued.
We proceeded to three investments, therein two already
known to Luxempart (reinforcing of an existing listed
line and re-investment in a company sold by a sponsored
investment fund) and have pursued our exit activity,
selling three companies under very favorable conditions.
During the second half of the year, a certain return of
confidence has generated a more favorable and less tense
economic climate. However, significant uncertainties
persisted, such as potential energy shortages in the
winter period or the continuing negative impact of the
zero-Covid policy in China on global supply chains.
In this context, Luxempart has resumed its investment
activity both in Investment Funds (new commitments
of EUR 28.4m and investments of EUR 58.4m during H2
2022) and Direct Investments, where we invested in
Nexus and Tonies. These two investments translate a
certain level of caution though: Nexus operates in a very
resilient sector (software for the healthcare space) and
Tonies, even though a little less mature, is well known to
Luxempart. In total, Luxempart has invested EUR 151.3m
in the second half of 2022, an increase of 54% over the
first half, bringing total investments for the year to EUR
249.4m (EUR 161.0m in Direct Investments and EUR
88.4m in Investment Funds). In parallel, we have also
maintained our divestment activity, selling Rimed under
very favorable conditions and above our NAV as of June
2022 (while rolling over a small stake to benefit from
future upside).
The return of confidence was also felt by the stock
market in the second half, invigorating valuation levels of
companies comparable to those in our portfolio. Hence,
the weighted average multiple of our Direct Investment
portfolio (excluding listed lines) increases from 9.6x
EBITDA as of June 30 to 9.9x as of December 31, 2022
(but still below the level of December 2021, which stood
at 10.3x). But this is not the only factor maintaining our
portfolio valuation. The underlying operational results
of our portfolio companies have continued to grow in
2022
1
, progressing by ca. 2.5% as of December 2022, in
comparison to December 2021. This has cemented the
good performance of our portfolio, and hence our results
for this year. We are also happy to mention the outstanding
performance of our portfolio of Investment Funds, that
shows a return of 10.6% in 2022. Not only is this return
above peers, it is also generating EUR 134.6m in cash
proceeds in 2022 (counting for 60% of this return), mainly
thanks to two of our very successful sponsored teams.
We have the honor to report that our NAV as of
December 2022 is broadly in line with December
2021 at EUR 2182.9m EUR, increasing by EUR 13.8m
over the year (+0.6%) and by 5.1% since June 30, 2022.
Restated for the dividend paid out in 2022, the overall
shareholder performance amounts to 2.3% in 2022.
Compared to our benchmark, we deem this performance
to be very resilient, and as in the last years, a portion of
the performance translated into cash, due to the sustained
streamlining of our portfolio.
We consider this streamlining to be well advanced as of
today, and we will start to deploy our significant cash
position (EUR 451m, increasing since June 30 due to the
sale of Rimed and the completion of several transactions
signed prior to June 2022) in line with our long-term
strategy. The minority stake taken in Kestrel Vision at EUR
110m, announced on February 6, 2023, is a first step in
this direction.
1
EBITDA, except for companies in the financial services sector, where the computation is based on operating result
/ 9/ 8
MESSAGE TO OUR SHAREHOLDERS
THE YEAR AT A GLANCE THE YEAR AT A GLANCE
portfolio streamlining
continues, but sustained
investment activi
+1.4%
Positive performance
€32m
31.5%
historic cash
position at
€451m
(+ €107m)
continued exit
activi generating
proceeds above
valuations of
prior year
Total NAV
€2182.9m
(+€ 13.8m)
Total shareholder
return +2.3%
Portfolio
valuation
9.9x EBITDA
(vs 10.3x in 2021)
New investments of
€88.4m
€78.9m
in new commitments,
therein 83%
outside Europe
EBITDA
growth
2.5%
8 Portfolio
companies growing
through acquisitions
in 2022
€76.2m
€25m
6.7%
Resilient
Portfolio
€72.7m
8.4%
€52.8m
THE YEAR AT A GLANCE THE YEAR AT A GLANCE
Investments nds
Direct investments
€161m investments
€214.7m divestments
+4 other exits closed in 2022
+ reinforcement in 2 existing lines
€134.6m
in cash proceeds
strong performance of
10.6%, therein 60%
translating into cash
Out-performance
of benchmark
index
ACTIVITY
REPORT
ACTIVITY REPORTACTIVITY REPORT
2022 GLOBAL PERFORMANCE
As stated in the message of our Managing Directors, our
portfolio activity resisted well in 2022 despite the difficult
environment, and was characterized by a strong cash
flow generation.
Our overall NAV grew slightly to EUR 2,182.9m, compared
to EUR 2,169.1m at December 31, 2021. Adjusted for
the 2022 dividend, the Group’s performance was slightly
positive at +2.3%.
This performance compares favourably when measured
relatively to the markets in general, and in particular
to our benchmark index, the MSCI Europe Mid Cap Net
return index, which tracks the performance of European
small and mid cap companies. This index generated a
negative return of -19.3% in 2022.
When measured on a longer 4-year period in order to
flatten market volatilities, Luxempart generated an
IRR of ca. 13.8% over this reference period, largely
outperforming the ca. 7.5% IRR realized by the MSCI
Europe Mid Cap Net return index over the same period.
Our portfolio activity translated into a strong cash flow
generation in 2022 in our various activities, due to the
sale of several investments both in our Direct Investment
portfolio and in some of our historical sponsored Funds.
This led to a significant increase of our Group's cash
position to EUR 451.1m, compared to EUR 344.1m as at
December 31, 2021, or 20.6% of our total balance sheet.
As a result, Luxempart shows a strong net financial
position by end of 2022, with a total Shareholders’ Equity
of EUR 2,182.9m and a Group's net cash position of EUR
451.1m in the absence of any financial debts.
LUXEMPART INVESTMENT STRATEGY
In accordance with what we stand for, we strive to deploy
our investment activity based on a two-pillar strategy.
Our core business is the Direct Investment activity,
which focuses on deploying an average EUR 50 - 100m
per transaction in growing, profitable companies located
in our core markets. We look for continuous growth in the
companies we invest in, generating long-term returns for
our shareholders. That is why we consider investments
over longer terms with no predefined exit horizons. This
is the main differentiating factor to classic private equity
funds operating in our space.
Such investment projects can be realized in both public and
private companies under the form of leveraged buyouts or
growth capital investments (with no external debt) and
can grant Luxempart either minority or controlling stakes
in the company.
The strategy in the Direct Investment activity has been
developed many years ago, but has evolved as follows
since 2020. Given the size of our Net Asset Value, it
was decided to increase the average investment ticket
to EUR 50m, with a lower limit at EUR 25m (but with a
view to increase investment over time), in order to have a
meaningful impact on our Net Asset Value. Also, in order
to be able to actively create value, it was decided that all
portfolio companies, whatever capital stake Luxempart
holds in them, should grant us adequate governance
rights. Such rights should enable us to contribute to
shaping our portfolio companies’ strategy and to assess
its implementation in a timely and professional manner.
This strategy has led the management to take a number
of arbitrage decisions since 2020 in a view of streamlining
our portfolio.
Hence, our objective is to manage within a few years a
more concentrated portfolio, composed of 20 to 25
companies that all fit the above-mentioned criteria
and present recurring profitability, significant growth
prospects and good visibility. This portfolio will continue
to contain both public and private companies.
The second pillar of our strategy is the Investment Funds
activity.
Historically, this indirect investment activity was centered
on four long-term relationships with investment teams in
Belgium, France, Germany and Italy, where Luxempart
used to be an important cornerstone investor. Their
investment activity was to a large extent complementary
to our Direct Investment activity, which even resulted
in Luxempart sometimes co-investing alongside these
partners.
Based on the success of this early-days fund of funds
strategy, it was decided to allocate additional means
to this activity, and to use it as a diversification tool for
Luxempart, next to its European Direct Investment
activity, to invest in new geographies, new sectors and in
companies with other maturity levels.
The ambition defined for the Investment Funds activity
was to double its size by 2025, by reinvesting proceeds
received and by tapping into existing cash reserves of
Luxempart.
The target is to commit between EUR 75m and EUR 100m
per annum to 8-10 new funds, with a specific focus on
North America and (more marginally) on Asia. It not only
focuses on investments in buy-out and secondary funds,
but also diversifies to seek investment opportunities
in compelling earlier stage venture and growth funds,
sometimes complemented by smaller, more passive
co-investments.
2.3%
Shareholder's
performance 2022
13.8%
Annualized
performance 2019-2022
7.5%
MSCI Europe Mid cap
2019-2022 annualized
performance
+10%
Dividend increase
2023
Breakdown of Group's NAV
Direct Investments Investment Funds Cash
2500
1500
500
0
1000
2000
2021 2022
1,420.5
380.7
367.9
1,329.1
384.4
469.4
/ 15/ 14
ACTIVITY REPORT
DIRECT INVESTMENTS
DIRECT PORTFOLIO PERFORMANCE
The performance of our Direct Investment portfolio is
slightly positive in 2022, at +1.4%. The overall NAV of
Direct Investments declines by -6.2%, under the effect
of both new investments but more so of significant
divestments.
This is a good performance when compared to the listed
markets, and is mainly due to overall resilient operational
results of our portfolio, whose average EBITDA increased
by 2.5% over the course of the year, together with a
bounce-back of our peer group multiples (used in our
valuation processes) during the second half of the year
(average weighted multiple of 9.9x compared to 9.6x as
of June 2022 and to 10.3x as of December 2021). This
improvement is mainly attributable to the sector exposure
of our unlisted portfolio. Our listed portfolio (representing
19% of the Direct Investment NAV), more geared towards
technology, has had a negative contribution to our NAV,
but its decline remains well below the overall decline of
our benchmark index.
The combination of these factors led to an improvement
of our valuations per December 31, 2022 compared to end
of 2021 (+1.4%).
In absolute terms, the NAV of our Direct Investments
decreased by -6.2% to EUR 1,329.1m, as a result of the
continued portfolio streamlining in 2022, that generated
EUR 214.7m in cash proceeds for the group. Those
disposals generated additional capital gains of EUR
28.3m in 2022, compared to those assets’ valuations as
at December 31, 2021, showing again the realistic but
conservative approach we use in our valuation processes
at Luxempart in general.
Despite the global uncertainties in 2022, we have pursued
our investment activity in a cautious manner, by investing
in 3 new companies in 2022 - Nexus, Metalworks and
Salice - for a total amount of EUR 129.8m, and making
add-on investments mainly in two existing listed portfolio
companies, Tonies and Technotrans, for EUR 31.2m in
total. In our investment decisions last year, we valued
in particular companies with strong leadership positions
on their markets, having a high pricing power, and active
in resilient sectors. Our three new investments were
structured in a way as to give us significant governance
rights and means to adequately play our role as an active
partner.
As of December 31, 2022 we had 29 companies in our
Direct Investments portfolio, including the three new
investments, compared to 33 by end of 2021. Indeed
we have realized 6 exits but also had to write-off our
investment in WDS (NAV of EUR 11m as of June 30, 2022)
following its bankruptcy filing.
Though we expect the pace of the portfolio streamlining
to slow down over the next months or years, we keep a
strong focus on building up a more concentrated portfolio
of bigger lines in which we can play an active role,
regardless of being a minority or majority shareholder.
We also pay special attention to maintain a healthy balance
within our portfolio in terms of exposure to industrial
sectors and geographies (France, DACH, Northern Italy,
Belux).
INVESTMENT ACTIVITY
We deployed EUR 161m in our Direct Investment activity
in 2022, mainly across 3 new investments and 2 add-on
investments.
Between February and March 2022, we reinforced
our position in Technotrans, a listed German company
already in our portfolio, and active in the field of thermal
management. This move was complemented, in December
2022, by additional acquisitions. In total we invested EUR
7.2m in Technotrans in 2022, allowing us to pass the 20%
ownership threshold in this company.
In May 2022, our sponsored fund Bravo Capital Partners
I found an agreement with Deutsche Beteiligung AG
on the sale of its participation in the Italian company
Metalworks, active in the production of metal and plastic
accessories used mainly in the luxury industry. Still very
positive about Metalworks’s management and future
outlooks, we decided to reinvest a portion of our proceeds
back in the company alongside Deutsche Beteiligung AG.
Our investment amounted to EUR 32m, for a 31.5% stake
in the company.
In June 2022, we co-invested alongside Cobepa in the
buy-out of another Italian company, Salice, which is
a leading producer of opening systems and functional
components for the furniture industry. We invested EUR
25m in this transaction, which granted us a 6.7% stake in
the company.
In August 2022, the German listed company Nexus
invited us to participate in a reserved capital increase by
issuing already authorized capital. Nexus is a company
that develops software solutions for the healthcare
sector. We integrally subscribed the capital increase, for
an amount of EUR 72.7m. This allowed us, with 8.4% of
the company’s shares, to become at once a significant
reference shareholder of the company.
Eventually, in November we decided to participate for
an amount of EUR 20m in a capital increase of Tonies, a
listed company having created an innovative audio system
for the children entertainment industry. We are already
indirectly invested in Tonies via entities that are managed
by one of our fund managers, Armira. We continue to
believe in this appealing growth story and international
rollout in the USA and the UK.
All these investments fit our investment strategy as
described before. They were made with a view to commit
to the long term, in sectors that show interesting growth
perspectives.
You will find hereafter a short description of each of the
new investments realized in 2022.
Direct Investments focus on larger lines
10 largest lines Direct
Other
1200
400
0
800
1600
2021
75.5% 80.5%
2022
1,072.9
347.5
1,070.1
259.1
Breakdown of Direct Investments
Listed Equity
Private Equity
1200
400
0
800
1600
2021 2022
205.7
1,214.7
262.7
1,066.5
/ 17/ 16
ACTIVITY REPORT
ACTIVITY REPORTACTIVITY REPORT
METALWORKS IN A NUTSHELL
• Metalworks is a group of Italian manufacturers of metal
and plastic accessories, serving the luxury industry.
• The Group employs over 250 people at its locations in
Bergamo, in Tuscany and in Paris.
• Investor in Metalworks since December 2016, via our
sponsored fund Bravo Capital Partners I, we had the
opportunity to exit in June 2022, at an IRR of 37.7%.
Still positive about the future potential of Metalworks,
Luxempart decided nevertheless to reinvest directly
a part of its proceeds alongside the buyer Deutsche
Beteiligungs AG.
SALICE IN A NUTSHELL
• Salice is a leading global producer of high-quality,
mission-critical and functional components for the high-
end furniture industry. The group is historically focused
on hinges and opening systems, but it successfully
diversified its product portfolio over time into runners &
drawers, sliding systems and other accessories.
• Salice has three production facilities in Italy and is
present in 10 countries with commercial subsidiaries.
NEXUS IN A NUTSHELL
• Nexus is a leading healthcare software company in
Europe.
• The company provides software solutions for hospital
information systems (HIS) and diagnostics software
(DIS).
• It generated EUR 213m sales in 2021, mainly in Germany,
Switzerland and the Netherlands.
INVESTMENT THESIS
• Good knowledge of the company and its sector.
• Strong past performance
• Significant growth perspectives ahead, both organically
and through selected buy and build opportunities
• Strong relationship built up with the management team
over the past years
INVESTMENT THESIS
• Leading European player
• Ambitious growth plan, driven by geographical expansion
and penetration of new segments
• Founding family remains committed to the future
success of Salice
• Co-Investment alongside Cobepa, an investor that
shares our values and long-term approach
INVESTMENT THESIS
• A structural growth market across Europe benefiting
from megatrends (healthcare, digitalization, local bu-
siness without global supply chain exposure), accele-
rated by favourable short-to-mid-term subsidy programs
(e.g. KHZG in Germany)
• Nexus has strong market positions in its focus markets
(e.g. Switzerland, Germany, Netherlands)
• Scalable software business model with historically
high recurring revenues (>50%), high EBITDA margins
(>20%) and a strong cash conversion (>60%)
• NEW INVESTMENT : METALWORKS
• Amount invested : EUR 32.0 m
• Luxempart stake: 31.5 %
• NEW INVESTMENT : SALICE
• Amount invested : EUR25.0m
• Luxempart stake: 6.7%
• NEW INVESTMENT : NEXUS
• Amount invested : EUR 72.7m
• Luxempart stake: 8.4 %
/ 19/ 18
ACTIVITY REPORTACTIVITY REPORT
DIVESTMENT ACTIVITY
As part of our normal portfolio rotation and in line with our streamlining strategy, we decided to divest from several
portfolio companies in 2022. In total, we exited at least partially from 6 companies in our Direct Investment activity over
the course of 2022, of which from 4 totally, generating cash proceeds of EUR 214.4m. We also generated small proceeds
from other portfolio activities for EUR 0.3m.
Our exits of the past year are summarized in the table below:
Company Activity
Proceeds
(€m) Comment
Vivalto Home
Belgian nursing home operator
with more than 30 facilities
20.2
Closing in January 2022 of a
sale signed in late 2021.
Novotergum
German group of physiotherapy
centers employing more than
600 people in over 50 centers.
22.9
Total sale to a group of funds
led by Quadriga Capital.
Edupro
Leading Austrian-German education
group active in adolescent and
adult-training programs
76.2
Total sale to Invision.
Marlink
Service provider in the global
satellite communication industry
29.3
Closing of the partial sale
to Providence Equity, signed
in 2021. Remaining stake of
3.2% in the company.
Talbot
Leading player in support
services to the railway sector,
offering a wide range of
maintenance services for
manufacturers and operators
13.0
Sale, by Quip Group, of
its subsidiary Talbot to
its management and new
investors.
Rimed
Leading Swiss diagnostic
radiology company
52.8
Partial exit of our stake
in Rimed to Unilabs. Roll
over of a 5.5% stake in the
company.
TOTAL
214.4
All of these exits have generated capital gains in line with if not above our long-term IRR targets (12-15%).
Furthermore, all companies were sold at a positive mark-up towards the NAV recognised in our financial
statements as of December 2021.
INVESTMENT FUNDS
INVESTMENT FUNDS PORTFOLIO CONSTRUCTION
Our Investment Funds portfolio is shaping according to
the redefinition of our strategy initiated two years ago.
This activity represents a total exposure of EUR 620.4m
(ie. NAV + undrawn commitments), spread across 23
management teams and 42 funds.
This is the result of the in-depth work of our internal
team that analyses the market in a systematic way. Our
objective is to detect the best teams and to spot the right
market opportunities, while keeping a permanent focus
on creating, over the long term, a well-balanced and
diversified portfolio in terms of geographies, strategies
and vintages.
In line with our long-term Investment Fund strategy, we
build up our fund allocation based on five principles:
1) Extensive analysis of the market
2) Selection of the best managers
3) Geographical diversification
4) Strategy diversification
5) Vintage investing
An in-depth knowledge of the market is essential to
understand its dynamics and to detect early on the
future winners. This requires an extensive analysis of
the market, mapping the successful teams in different
verticals, building up close relationships with relevant
actors within the industry, and gathering information on
market trends and macro economical tendencies. Without
being foolproof, this initial high-level approach should
allow us to build up a performance edge on the long term,
by selecting the right strategies at the right times.
Then, the choice of the better fund managers is absolutely
key to realize above-average performances in this sector.
Our investment decisions are made after a thorough due
diligence process of their teams, in which we systematically
involve our external consultant, Cambridge Associates.
We evaluate the quality of the teams according to various
criteria among which: past performance, in absolute
terms and in terms of recurrence; team composition and
stability; existence of plans with the promotion of younger
partners; team incentivization and performance sharing;
partners’ alignment with the investors; and adherence
to our ESG values and principles. All those elements,
together with informal contacts with the partners and
cross references, allow us to build a strong judgement on
the teams we decide to partner with. An allocation defined
on a manager will be spread over different vintages and
will be reviewed on a regular basis.
An important goal of this second pillar of our strategy is
to serve as a diversification tool to our Direct Investment
activity. We therefore strive to take a large part of our new
commitments outside Europe, mainly in the USA - which
is by far the largest private equity market in the world -
and are looking for some limited exposure in Asia, where
opportunities exist to capture these fast-growing markets.
We aim, at term, to have a geographical diversification
as follows:
• Europe: 40-50%
• North America: 40-50%
• Asia: 10-20%
In terms of investment strategies, we ambition to build
the following allocation over time, with a good sectorial
diversification as well:
• Buyouts: 40-50%
• Growth: 20-30%
• Venture: 10-20%
• Secondaries/co-investments: 10-20%
The current portfolio builds up on a successful group of
three close relationships in Europe : Armira in Germany,
Bravo Capital in Italy and Ekkio Capital in France. It is
still overweighted on those managers, but we target it to
be shaped according to our diversification goals by the
end of 2025.
The plan over the next three years is to take further
commitments such as to reach a level of undrawn
commitments between EUR 250 and 300m depending on
capital draw-down pacing, and to generate long term net
returns between 12 and 15% per annum.
/ 21/ 20
ACTIVITY REPORTACTIVITY REPORT
INVESTMENT FUNDS PORTFOLIO PERFORMANCE
Our Investment Fund activity performed very well in
2022, generating a positive return of EUR +50.0m, or
+10.6%. This strong performance is largely attributable
to our historical sponsored funds, Bravo Capital and Ekkio
Capital, who realised significant exits in 2022 - among
which the sale of Metalworks - that generated excess
returns of EUR 30m above their 2021 NAV. Given the
important weight of those funds in our portfolio, those
divestments had a strong impact on our portfolio’s overall
performance. The rest of our portfolio remained broadly
stable in 2022, even though with a sum of positive and
negative impacts by strategy.
In absolute terms, our Investment Funds NAV remained
stable at EUR 384.4m in 2022, compared to EUR
384.0m in 2021. This is the result of the exits mentioned
hereabove, that generated proceeds largely exceeding the
capital calls funded during the year. Those proceeds also
contributed positively to our consolidated cash generation
for Luxempart.
At the end of 2022, ICP, a Belgian fund sponsored
by Luxempart and De Eik, closed the sale of its last
portfolio company, Axi, to Strada Partners. This exit ends
Luxempart’s commitment to ICP, after more than 20
years of a successful partnership.
INVESTMENT ACTIVITY
In 2022, Luxempart has taken EUR 78.9m of new
commitments in 12 new funds. This amount is lower
than last year, and translates our cautious approach in a
difficult environment. Out of those new commitments, 3
were given to new vintages of existing relationships, and
9 to new managers. In line with our stated strategy, most
of these commitments were taken with a focus to invest
outside of Europe.
The new commitments are broken down as follows:
The total capital calls funded during the year amount to EUR 88.4m. This brings our undrawn commitments by 31
December 2022 to EUR 236.0m.
PROCEEDS
In 2022, our Investment Funds activity generated EUR 134.6m of proceeds. Almost the entire amount (ie. EUR 119.6m)
came from our sponsored funds as a result of the exits described above. The remainder of our funds’ portfolio now has a
rather long duration. We therefore expect less proceeds coming back in the next couple of years, before increasing again
in the medium term.
in € m Buyout Growth Venture Secondary TOTAL %
Europe
5.2 4.7 3.7 - 13.6 17%
USA
39.2 - 4.7 - 43.9 56%
Global / Asia
- 9.4 - 12.0 21.4 27%
Total
44.4 14.1 8.4 12.0 78.9 100%
Selected relationships
Alpine Investors North America Buyout: Mid Cap
Armira Europe Buyout: Mid Cap
Blackstone Asia Buyout: Large Cap
Bravo Europe Buyout: Small Cap
Committed Advisors Global Secondary Funds
Ekkio Capital Europe Buyout: Small Cap
Five Arrows Europe / North America
Secondary Funds /
Buyout: Mid Cap
General Atlantic Global Growth Equity
Headline North America / Global VC: Early Stage / Growth Equity
Insight Partners North America VC: Multi - Stage/ Growth Equity
LGT Capital Partners Global Secondary Funds
New Enterprise Associates North America VC: Multi - Stage/ Growth Equity
Quadrille Capital Global VC: Late/Expansion Stage
STG Partners North America Buyout: Mid Cap
Thoma Bravo North America Buyout: Mid Cap / Buyout: Large Cap
Webster Equity Partners North America Buyout: Mid Cap
/ 23/ 22
ACTIVITY REPORTACTIVITY REPORT
MAIN FINANCIAL INDICATORS IFRS
The financial statements of Luxempart have been prepared in compliance with the International Financial Reporting
Standards for the year ending 31 December 2022.
Main KPI (in M EUR) 31/12/2022 31/12/2021 Variation
Equity (group share)
2,183
2,169 0.6%
Net result
46
499 -91%
Equity per share (EUR)
108.28
107.78 0.5%
The Group equity of Luxempart remained relatively stable at 31 December 2022 compared to last year, as a result mainly
of the good performance of our portfolio (EUR +71.7m), our operational expenses and taxes of the year (EUR -21.7m),
and the dividend paid out to our shareholders (EUR -36.2m).
In the statutory accounts of Luxempart (established under Lux GAAP) the equity decreased from EUR 1,259m as at
December 31, 2021 to EUR 1,234m as at December 31, 2022 and the net result decreases over the same period from
EUR 160m to EUR 12m.
For more details, please refer to the IFRS financial statements and Lux GAAP statutory accounts.
10.0%
Dividend increase 2022:
DIVIDEND
The Annual General Meeting of the shareholders held on
April 25, 2022 approved the payment of a gross dividend
of EUR 1.80 per share. This dividend represented a total
amount of EUR 36.2m for Luxempart in 2022, which was
paid out on May 16, 2022. Based on a Luxempart stock
price of EUR 74,5 per share at the date of December 31,
2022, this represented a gross dividend yield of 2.4% for
our shareholders.
The Board of Directors will propose to the Annual General
Meeting on April 24, 2023 to approve the payment of a
gross dividend of EUR 1.98 per share. This increase of
dividends of 10 % is globally in line with the dividend
policy applied since 1993. Assuming the approval of this
proposal, the dividend will be payable as from Monday,
May 15, 2023.
OWN SHARES
As at December 31, 2022, Luxempart holds a total of
540,413 own shares which corresponds to 2.6% of the
issued share capital for a book value of EUR 16.7m. During
the year, Luxempart sold 59.303 own shares for EUR 2.4m,
mainly in the context of stock options exercised. These
shares represent 0.28% of the share capital. The Annual
General Meeting of the shareholders held on April 25,
2022 has authorized to buy back up to 30% of own shares
for a price up to EUR 150 per share. This authorization
expires at the Annual General Meeting of April 24, 2023
where it will be proposed for renewal.
STOCK PERFORMANCE
Luxempart’s shares are traded on the Luxembourg Stock
Exchange. In order to improve liquidity, KBC intervenes
as liquidity provider on an independent but remunerated
basis. It buys and sells on the market in line with the
market movements. Our stock price ended the year 2022
at EUR 74.5, at the same level where it started the year.
This is a good performance compared to overall stock
markets in 2022.
RECENT POST CLOSING EVENTS
During the first months of 2023, Luxempart invested in
one new company, and sold its stake in another one.
The operations are the following:
• On February 5, 2023 Luxempart signed an investment
agreement to take a 26% stake in Kestrel Vision, a
global leading player in the development of machine
vision-based quality control and inspection solutions
for the rigid packaging industry. This investment, which
amounts to EUR 110m in total, will strenghten the
company’s financial structure in order to deploy its
future strategy.
• Between January 27 and February 27, 2023, Luxempart
has sold its 6.1% stake in the listed Danish company
TCM. The sale was realized at an average price of EUR
9.5 per share, representing a total cash inflow of EUR
5.3m.
On February 10, 2023, the Tribunal Supremo, the Spanish
highest criminal jurisdiction, took a judgement in the
fraud case of Pescanova, that filed for insolvency in 2013,
bringing the loss of Luxempart’s investment. The Court
confirmed prison sentences for most of the culprits but
reversed the criminal liability of the auditor, BDO, thereby
increasing delays to potentially perceive indemnification.
This decision of the Supreme Court does not have any
negative impact on Luxempart’s financial situation as the
loss was already completely recognized in our accounts
by 2014.
On March 10, 2023, the US Government decided to close
in emergency the Silicon Valley Bank (SVB), after it faced
a massive bank-run from its customers, upon fears of
solvency problems. In order to avoid a possible contagion
effect on other banking institutions, the US Government
decided to guarantee the deposits of all the bank’s
customers, allowing its client base, mainly composed
of venture funds and their portfolio companies, to be
reassured on the continuing access to their liquidities. At
Luxempart, our exposure to the US venture capital sector
is mainly indirect, through Investment Funds, and limited.
The Funds Luxempart invested in have communicated
that no significant unfavorable impact is to be reported.
We hence do not assess this incident to have a material
impact on our Group’s Net Asset Value.
To our knowledge, there were no other significant events
since December 31, 2022 that would impact the financial
and patrimonial situation of the Group.
IMPACT OF THE RUSSIAN INVASION OF UKRAINE
The war in Ukraine has sadly entered its second year, with
no visible signs of improvement.
After strong tensions created on the supply chains during
the first months of the conflict, the circuits have since
been reorganized and the impact of this aggression on
the world economy has to a certain extent normalized.
The same is true for energy prices, which have returned
to their pre-crisis levels after six months of extreme
volatility.
Our portfolio companies have on the whole withstood this
crisis context well, having no subsidiaries or significant
commercial activities in neither Russia nor Ukraine, and
not being heavily dependent on raw materials - other than
energy - stemming from those countries.
OUTLOOK
Looking towards 2023, we are confident but also vigilant
in the face of a still uncertain environment.
Even though the last macro-economic updates have
become more optimistic again, we still need to keep in
mind possible recession scenarios in 2023 or 2024, in the
current context of higher interest rates. Such scenarios
would impact the activity levels of our portfolio companies
with a delay. The evolution of the war in Ukraine is another
uncertainty when looking at the year ahead, along with
other geopolitical developments, especially in Asia. All of
this prompts us to remain cautious in setting the budgets
and business plans of our portfolio companies, and to
carefully monitor their performance.
But this uncertain environment may also be a source of
opportunity, as competition has slowed on the buy-side,
particularly from US investors to Europe, and as more
companies might seek equity financing to strengthen their
balance sheets. Our significant cash position is in this
regard a real strength, as it will allow us to dynamically
look at opportunities on the market.
/ 25/ 24
ACTIVITY REPORTACTIVITY REPORT
MAIN RISKS AND UNCERTAINTIES
Luxempart faces specific risks due to the nature of its
activities. Each of its investments is exposed to particular
risks, mainly due to the business, location, regulation,
customer base and strategy decisions. Luxempart
implements governance rules and closely liaises with
the management of the major portfolio investments to
mitigate the risk factors.
A major risk of Luxempart on all levels of the group is the
market risk. All our assets are impacted by the evolution
of financial markets and macroeconomic indicators (stock
markets, comparable transactions of peer companies,
valuation multiples, interest rates, inflation…).
The liquidity risk is limited for Luxempart, as the Company
is not an investment fund submitted to exit constraints.
Our Group is a patient investor who is not driven by
the financial markets and their volatility cycles. Our
investment teams and our Audit, Risk and Compliance
Committee closely follow the evaluation of the portfolio
investments. Investment and divestment decisions
depend more on specific company analysis than financial
market or fund investment cycles.
The financial risks (market, interest rate, foreign exchange,
credit and liquidity risk) are disclosed in the note 24 of
the Financial Statements. The Group management risk
system is described in more detail in the Corporate
Statement section of the 2022 annual report.
RESEARCH AND DEVELOPMENT
Luxempart does not pursue any research and development
activities.
BRANCHES
Luxempart does not have any branch.
TRANSPARENCY
Responsibility of the Board of Directors
The Board of Directors’ responsibilities are determined
by law. In that regard, it is responsible for the true and
fair preparation and presentation of the annual financial
statements in accordance with Luxembourg law. The
Board of Directors considers that it has fully complied
with these obligations.
Statement by the responsible persons
Pursuant to the Law of 11 January 2008 regarding
transparency obligations relating to information on
issuers whose transferable securities are admitted for
trading on a regulated market, John Penning and Olaf
Kordes, Managing Directors, hereby certify in the name
and on behalf of the Board of Directors that, to the best of
their knowledge:
• the financial statements, prepared in accordance with
applicable accounting standards, give a true and fair
view of the assets, liabilities, financial position and profit
or loss of Luxempart and the companies included in the
consolidation;
• the present management report contains a fair review
of the development of the business, the results and
the position of Luxempart and the companies included
in the consolidation, together with a description of the
principal risks and uncertainties that they face.
Law of 19 December 2002
The corporate governance statement required by the Law
of 19 December 2002 concerning the trade and company
register as well as the accounting and annual accounts
of companies (Article 68ter) is included in the dedicated
section of the present report.
INFORMATION REGARDING PUBLIC TAKEOVER
OFFERS PURSUANT TO THE LAW OF 19 MAY 2006
Luxempart share capital amounts to EUR 51,750,000
represented by 20,700,000 fully paid-up ordinary
shares with no determined par value. There are no other
categories of shares, or options, or preferential rights
granting entitlement to the issue of shares in another
category that may have a dilutive effect on the number
of shares issued. The shares issued all enjoy the same
rights, in terms of their voting rights at Ordinary and
Extraordinary General Meetings, as well as of the dividend
voted by the shareholders at General Meetings. There are
no restrictions on the transfer of securities, or any special
rights of control granted to some holders of the securities.
No shareholders’ agreement that may entail restrictions
on the transfer of securities or on voting rights has been
entered into.
The Company’s shares are listed on the Luxembourg
Stock Exchange. Foyer Finance S.A., an unlisted financial
investment company, which represents the largest group
of companies of which the Company is a member, is the
beneficial owner of 10,434,240 shares in the Company,
or 50.4% out of a total of 20,700,000 shares issued.
Luxempart has arranged for a “Stock Option Plan” for
the members of the Group Executive Committee and
different staff members. The Company freely decides
whether there are grounds to allot option rights every
year. The allotment of options is subject to a flat-rate tax
model when the options are granted. Where applicable,
the option rights are allotted annually depending on each
individual’s achievement of performance targets. The
option rights are subject to a lock-up period of four years
and must be exercised within a period of ten years as from
their allotment.
The members of the Board of Directors are appointed
by the General Meeting of Shareholders, on the
recommendation of the Board of Directors, and once
the Board of Directors has gathered the opinion of the
Nomination and Remuneration Committee. They are
appointed for a maximum term of six years. The term
of office for Luxempart Directors is usually three years
and the expiry periods are staggered, in such a way
that roughly one third of the offices are renewed every
year. The Directors’ offices are renewable. In principle,
a Director’s office ends following the Annual General
Meeting of Shareholders that appoints their replacement.
The General Meeting of Shareholders may dismiss the
Directors at any time. In the event that a Director’s office
falls vacant, the Board of Directors may arrange for its
replacement, while nonetheless complying with the rules
governing the appointment of Directors. The shareholders
decide on the definitive appointment, in principle for the
remaining term of office of the Director who has been
replaced, at the next General Meeting of shareholders.
The Board of Directors, which is the body responsible for
the management of Luxempart, has the powers to take any
decisions and perform any measures that are necessary
or useful for the achievement of the Company’s corporate
purpose, except for the powers exclusively reserved for
the General Meeting of Shareholders by the law or the
Articles of Association. The Board of Directors’ task is to
ensure the long-term success of the Company and of its
business activities in the interests of the shareholders,
while considering the interests of other stakeholders in
the community in which the Company operates.
The Board of Directors is first and foremost responsible
for the strategic management of the Company and for
monitoring the conduct of its business affairs.
An Extraordinary General Meeting must be convened
in order to vote on any amendment to the Articles of
Association, as well as on any increase or decrease in the
share capital, except if the shareholders have previously
authorised the Board of Directors to increase the share
capital under determined conditions. Such an Authorised
share capital currently exists within Luxempart. It will
be proposed at the next Extraordinary General Meeting of
April 24, 2023, to cancel this Authorised Capital.
There is no agreement to which Luxempart may be party
that would be substantially amended, or even terminated
in the event that a public takeover offer occurs. Likewise,
no agreement has been entered into by the Company and
members of its Board of Directors or its staff providing
for compensation in the event of resignation or dismissal
without valid grounds, or in the event that their job is
terminated as the result of a public takeover offer.
/ 27/ 26
ACTIVITY REPORTACTIVITY REPORT
RECONCILIATION BETWEEN IFRS AND THE
PORTFOLIO ACTIVITY REPORT
The Group makes investments in portfolio companies
directly and indirectly through intermediate “Investment
entities subsidiaries” (Luxempart Capital Partners
SICAR S.A., Luxempart French Investments S.à.r.l. and
Luxempart German Investments S.A.). The application
of IFRS 10 requires the Group to measure at fair value
its Investment entities subsidiaries that were previously
consolidated line by line.
This fair value approach prevents the reader of the
IFRS Financial Statements to have all the information
on the activity and the performance of the Group, as it
is not possible to look through the investment entities
subsidiaries to understand their operations and results.
The dividends and interest received, the expenses
incurred and other financial information of these entities
are aggregated on one single line in the IFRS Financial
Statements. Moreover, intragroup operations that were
previously eliminated on consolidation are now presented
separately.
The Portfolio activity reporting is a different presentation
that looks through the investment entities subsidiaries to
provide a more understandable view of the operations and
financial situation of the Group.
Reporting in transparency
Scope of consolidation
Luxempart SA
Subsidiaries
providing services
Investment entities
subsidiaries
Investments held by
Investment entities
subsidiaries
Direct investments
IFRS 10
Scope of consolidation
Luxempart SA
Subsidiaries
providing services
Investment entities
subsidiaries
Investments held by
entities
subsidiaries
Direct investments
Legend:
Consolidated
Included in the fair value of the
Investment entities subsidiaries
At fair value
The tables below present the reconciliation of the IFRS financial indicators and the KPI used by the Management for its
reporting in transparency.
PROFIT OR LOSS AS AT 31 DECEMBER 2022
(in €M) IFRS Adjustments P&L transparency
Dividend received 58 1 59
Net gains / (losses) on financial assets 8 -1 7
Result on ordinary activities and tax -20 - -20
Profit for the year 46 - 46
Dividends received from the sale of participations are recognized under "net gains/ (losses) on financial assets" for the
sake of transparency reporting.
NET ASSET AS AT 31 DECEMBER 2022
(in €M) IFRS Adjustments
Net asset in
transparency
Financial assets at fair value through profit and loss 1,978 -265 1,714
Cash 206 245 451
Cash and cash equivalents 181 270 451
Bank deposit 25 -25 -
Other assets and liabilities -1 19 18
Total equity / Net asset value 2,183 - 2,183
The Group Executive Committee manages the cash of the Group as being composed of the sum of the cash accounts and
bank deposits of Luxempart and all its subsidiaries, whereas “Cash and cash equivalents” under IFRS are only composed
of the current accounts of Luxempart and its subsidiaries that provide investment-related services (management
companies).
/ 29/ 28
ACTIVITY REPORTACTIVITY REPORT
CASH FLOWS IN 2022
(in €M) IFRS Adjustments
Cash in
transparency
Cash at 31/12/2021 127 217 344
Investments -198 -57 -249
Divestments 243 106 349
Other cash movements 16 -9 7
Cash at 31/12/2022 189 262 451
The investment and divestment items under IFRS consist of movements relating to Luxempart. In the transparency
reporting, the investment and divestment items are additionally composed of all movements in Luxempart Capital
Partners and non-consolidated subsidiaries.
Other Alternative Performance Measures (APMs)
Luxempart assesses its performance using some indicators that are not defined by the IFRS and are considered by the
regulators as Alternative Performance Measures (or APMs). Further to the reporting of the portfolio in transparency,
that also meets the definition of APMs, Luxempart uses additional APMs.
APM Purpose Calculation Reconciliation to IFRS
NAV- net asset value
Measures the value
creation to the
shareholders
Total Assets less total
liabilities (excl. equity)
NAV equals equity
under IFRS
EBITDA – Earnings Before
Interest, Taxes,
Depreciations and
Amortizations
unit of measurement for
evaluating the operating
performance of a portfolio
company
As reported in the
consolidated
income statement
APM not used for
evaluating Luxempart,
and therefore cannot be
reconciled to the IFRS
financial statements
Net debt
accurate indicator of
ability to meet its
financial obligations
Sum of financial liabilities,
less cash and cash
equivalent as reported
in the statement of
financial position
APM not used for
evaluating Luxempart, and
therefore cannot be
reconciled to the IFRS
financial statements
Total shareholder return
Unit of measurement
of the financial
performance for
Luxempart’s shareholders
% of increase of the NAV
per share + gross
dividend paid
Equity in the statement of
financial position, Number
of shares in circulation in
note 15 and dividend paid
in note 16
IRR
The internal rate of return
(IRR) is a metric used to
estimate the profitability
of investments.
IRR is adiscount ratethat
makes thenet present
value(NPV)of all cash
flows equal to zero in
adiscounted cash flow
analysis.
APM not used for
evaluating Luxempart, and
therefore cannot be
reconciled to the IFRS
financial statements
Performance / Return
Unit of measurement of
the value creation of the
activity over one year
(Variation of the
unrealized + dividends)
/ (NAV beginning of the
period + acquisition of the
period)
APM not used for
evaluating Luxempart, and
therefore cannot be
reconciled to the IFRS
financial statements
/ 31/ 30
PORTFOLIO
PORTFOLIOPORTFOLIO
Healthcare 7%
Healthcare 9%
Industrials 17%
Industrials 24%
TMT 8%
TMT 7%
Construction-related 9% Other 2%
Other 1%
France 14%
France 16%
Italy 7%
Italy 14%
DACH 31%
DACH 27%
Construction-related 12%
B to B services 4%
Belux 46%
Belux 42%
B to B services 1%
B to C services 8%
B to C services 1%
Consumer goods 3%
Consumer goods 5%
Financial services 44%
Financial services 41%
Breakdown of Direct Investments by Sector Breakdown of Direct Investments by Geography
2021
EUR 1,420.5m
2021
EUR 1,420.5m
SELECTED DIRECT INVESTMENTS INDICATORS
THE 16 COMPANIES PRESENTED HEREAFTER REPRESENT TOGETHER
55.6% OF OUR NAV.
2022
EUR 1,329.1m
2022
EUR 1,329.1m
/ 35/ 34
PORTFOLIOPORTFOLIO
Business Sector
IT, Technology Hardware
& Equipment
Registered oce
Lüdenscheid, Germany
Website
www.assmann.com
2022 PERFORMANCE AND OUTLOOK
• Strong sales growth in FY22 despite challenges due to
the Ukraine war and supply chain disruptions.
• Profitability has temprarily suffered from higher freight
costs and raw material prices.
• Assmann is expected to continue to grow in line with
the market (high single digit) while re-establishing its
previous profitability levels.
ESG INITIATIVES
• Intiatives for environmentally friendly packaging (less
plastic, more paper) are ongoing (increasing awareness
on customer side but also reducing burden of recycling
fees).
• Electrification of the company fleet is going hand in hand
with the previous installation of a solar energy plant with
220 kWp on the headquarters company roof.
LUXEMPART VIEW
• We have invested in a company that has continued
to show good resilience in 2022, which confirms our
investment thesis. It underlines the fact that the
company’s products are in high demand due to the
sustained trend in digitalisation, which requires growing
investments in network infrastructure, including the last
mile.
• We believe Assmann Group to be well-positioned for
future growth and, thanks to our very cooperative
governance structure, we are prepared to support it
wherever needed, including by providing additional
capital.
Assmann Group is a leading supplier of server, network and
peripheral infrastructure products and solutions, based in
Germany with a direct component sourcing know-how in
Asia and a Pan-European distribution infrastructure.
INVESTMENT THESIS
Partner up with a second generation family entrepreneur in
a primary deal to support the transition from a family-led to
an independently managed company.
Assmann’s growth is supported by:
• Attractive target addressable market with high single
digit growth;
• Omni-channel distribution mainly through indirect sales
(85%) which allow for recurring revenue streams and
limited reliance on individual clients or project-related
revenues;
• Best-in-class operating model with ability to guarantee
quality, regulatory compliance, availability and just-in-
time delivery;
• Full digitalisation allowing to serve clients and manage
the company efficiently.
The partnership with Luxempart allows Assmann Group to
continue its growth story with a new strategic plan which is
centred around further strenghtening the product offering
and geographical footprint supported by opportunistic
M&A.
49 %
2019
Percentage
of interest
Investment Year
9%
Sales growth
+7%
Products with
second source
PORTFOLIO
/ 37/ 36
PORTFOLIOPORTFOLIO
Business Sector
Real estate development
Registered oce
La Hulpe, Belgium
Website
www.atenor.eu
2022 PERFORMANCE
Following a net consolidated result of EUR 9.0 million for
the first half of 2022, Atenor ended the 2022 financial year
close to break-even at EUR (0.8 million), compared to EUR
38.0 million in 2021. This is mainly resulting from lease or
purchase transactions being postponed (not cancelled),
scarcity of certain materials, as well as an increasing
inflation and interest rates impacting yields and having
a somewhat negative impact on real estate players.
ESG INITIATIVES
Atenor has continued its efforts in the field of sustainable
development and its ESG policy has been recognised
internationally with the GRESB 5 stars award as a Sector
Leader in 2022. Moreover, Atenor successfully increased
the share of green financing within its consolidated
indebtedness, going from 13% financing by green bond &
bank debt as of Dec-21 to 28% as of Jun-22.
LUXEMPART PERSPECTIVE
Volumes of construction permits requests and issuances
are developing as expected, despite the increased
uncertainty caused by macroeconomic factors. However,
this uncertainty only affects the timing of Atenor's
projects realisation.
Thanks to its unique positioning in sustainability and
internationalisation, Atenor's business model has shown
resilience in 2021 and an improvement in the average
maturity of projects across the portfolio in 2022, despite
the postponement of several transactions. Long-term
prospects remain favourable, with a gross margin of EUR
300 million expected by the end of 2025, representing c.
50% of the current portfolio.
10.7 %
2006-2020
Percentage
of interest
Investment Year
PORTFOLIO
Atenor is a property developer active mainly in the office
building sector, and more marginally in the residential and
retail sectors, with a portfolio of 35 projects accounting for
c. 1,300,000 sqm currently under development. Present in
10 European countries and 16 cities, the company has suc-
cessfully expanded and diversified its geographic exposure
outside of Belgium with large-scale projects which meet
strict criteria in terms of urban planning and respect of the
environment, offering attractive economic fundamentals
and high growth potential. Atenor is active in the entire real
estate development value chain while adhering to ESG prin-
ciples in each step of the value creation cycle.
INVESTMENT THESIS
Atenor is well positioned in European office real-estate
development to take advantage of the underlying trend,
with market demand increasingly shifting towards assets
requiring high quality and environmental standards.
Atenor’s risk profile has improved over the years owing to:
(i) the internationalisation strategy, which led to balancing
its geographical exposure across 10 European countries,
(ii) the exposure to countries offering stronger growth
prospects and shorter pre-building phases (Hungary,
Romania, Poland); and (iii) a well-recognised know-how in
terms of selecting projects, planning, project management,
marketing, and urban planning concepts.
Listed on Euronext Brussels
ISIN: BE0003837540
1,300,000 sqm
in development
10 European
countries
16 cities
35 large-scale
& sustainable
projects in
the portfolio
/ 39/ 38
PORTFOLIO
Business Sector
Wine closures
Registered Oce
Bodio Lomnago, Italy
Website:
www.crealisgroup.com
2022 PERFORMANCE
Crealis has shown very strong organic growth in 2022,
both in volumes and prices, allowing it to minimise the
impact of increases in production costs.
Thanks to continued operational improvements, negative
cost impacts were more than compensated, allowing
EBITDA to grow faster than sales.
Crealis acquired Supercap Group in April 2022, an Italian/
Mexican producer of T-corks (for spirits, notably Tequila)
of c. EUR 30m sales.
ESG INITIATIVES
Setting up of a “Be Green” employee program (20% of
employees participating) and a Sustainability Committee
to promote ESG initiatives and follow their development.
Crealis has developed 3 new lines of sustainable products
with innovative materials made of recycled, bio-based
and compostable materials. These innovations decreased
by c. -22% the new capsules and T-bar products’ carbon
footprint.
LUXEMPART PERSPECTIVE
The first step of the investment thesis, i.e. the successful
merger of two best-in-class family-run companies, has
been completed, generating synergies. Further increases
in operational efficiencies are still possible following
the more recent acquisitions (i.e. PE.DI, Supercap,
Corchomex).
Based on a very strong operating and commercial set-up,
Crealis continues to increase its market position world-
wide, reinforcing its diversification in adjacent product
categories.
Born from the combination of the Italian Enoplastic and
the French Sparflex, Crealis (formerly named Enoflex)
is the global leader in the B2B manufacturing of high-
end wine and spirits closure solutions. The Company
stands for Italian creativity and French quality in the
wine closure industry with continuous research for more
and more customised design and eco-friendly products.
Its product offering includes a wide range of solutions,
such as capsules for sparkling and still wine, wire hoods,
screw caps, synthetic corks and seals, all designed and
customised for each client. Employing c. 2,000 people,
Crealis has local facilities in Italy, France, the USA, Mexico,
Spain, Australia, and New Zealand.
INVESTMENT THESIS
The combination of Enoplastic with French market leader
Sparflex has given birth to the undisputed global #1 player
in wine closures with a physical presence in all main wine
producing regions. More recently, the Group entered the
T-corks business to diversify in spirit closures.
This investment was a unique opportunity to get access to
pure primary deal situations with significant operational
improvements reached in the combined entity.
Together with the lead financial investor, Cobepa, and
alongside Management, we were to implement the Group’s
integration plan, discuss acquisitions, and to continuously
seek to improve operations.
2020
Investment Year
18.23 %
Percentage
of interest
PORTFOLIO
EBITDA
growth
>50%
Sales growth
>40% therein
half organic
/ 41/ 40
PORTFOLIO
Business Sector
Engineering services
Registered oce
Fürstenfeldbruck,
Germany
Website
www.esg.de
2022 PERFORMANCE
On a top-line level, 2022 was negatively impacted by
project shifts, mainly in the divisions Land and Air, and
recruitment delays, resulting in a sales development
below expectations. However, the group’s adjusted
EBITDA margin could be significantly increased further,
driven by increased logistics services and positive effects
from divestments in prior years, despite a challenging
environment.
A strong order entry that came in substantially above plan
has laid the ground for a continued positive development
of ESG. Going forward, growth is expected to be mainly
fuelled by an ongoing focus on organic growth through an
early positioning of the group in major long-term security
projects.
LUXEMPART PERSPECTIVE
Luxempart will continue to provide active support to
ESG’s further growth as a leading partner for the public
sector and public authorities in the successful execution
of critical technology and innovation projects in security
and defence. ESG is perfectly positioned to help its
customers to achieve their ambitious targets in a highly
dynamic environment, fuelled by the recent fundamental
revision of Europe’s approach to security.
ESG INITIATIVES
• Heating of the company headquarters by means of district heating from renewable energies
• Installation of 17 charging points for electric vehicles at the company headquarters
• ESG membership in the "Family Pact of Bavaria", supporting improvement in work/life balance in Bavaria
• Regular commitment to donations and sponsoring in favour of youth, art and culture
• Clear commitment to ESG aspects in the official corporate mission statement, as well as in the official guidelines for
ESG sustainability policy and compliance
ESG Elektroniksystem- und Logistik-GmbH is one of
the leading German process and technology companies
for the design, integration and operation of complex,
security-related electronic and IT systems.
INVESTMENT THESIS
ESG Elektroniksystem- und Logistik-GmbH is a provider
of development, testing and maintenance services for
complex electronic and IT systems, primarily for the
public sector and public authorities in the areas of security
and defense. We co-invested in ESG alongside Armira,
an investment holding focused on direct investments in
privately-held, medium-sized businesses in the DACH
region, being convinced that the company will profit from:
• its excellent positioning in future-oriented areas and
major projects already launched
• the high barriers of entry due to necessary certifications
(e.g. in the aviation sector)
• its historically grown customer relationships and
diversified, long-term oriented, bluechip customer
structure in both the public sector and industrial sectors
• the rising spending in all end markets driven by
technological megatrends as a basis for organic growth
• the ongoing consolidation trends in Europe on both the
demand and the supply side
27.6%
2015
Percentage
of interest
Investment Year
Group sales
€ 285m
(1)
Adjusted
EBITDA
margin
12.5%
(1)
"Since 2022, securi in Europe has been deeply rethought. e turning point in history, described as
“Zeitenwende” by German chancellor Olaf Scholz, requires a reorientation of the strategic compass for
European securi provision. With the active support of Luxempart, ESG has positioned itself to meet
these new challenges and makes a signicant contribution to securing democratic values in Europe."
CHRISTOPH OTTEN, CEO
1) Based on adj. prel. FY2022 figures
PORTFOLIO
/ 43/ 42
PORTFOLIO
Business Sector
Infrastructure works
and green spaces
management
Registered oce
Maurepas, France
2022 PERFORMANCE
Strong group sales in 2022 driven by all of the group’s
segments, each growing organically by more than 10%.
Evariste continued its buy and build strategy with 10
successful acquisitions in 2022. These transactions
allowed the Group not only to reinforce its existing
activities in Ile-de-France and Hauts-de-France, but also
to expand its geographical footprint to Burgundy and
Occitanie.
ESG INITIATIVES
Digitalisation of employment contracts (70k pages saved
per year), shifting to chemical-free hygiene products and
starting to transition its vehicle fleet to electrical vehicles.
LUXEMPART PERSPECTIVE
In a difficult macroeconomic environment, Evariste
has delivered on our investment thesis in the first year
of our ownership, having grown both sales and results
organically, while accelerating acquisitions. This trend
is expected to continue, thanks to its original positioning,
complementary activities and continued active acquisition
strategy.
Evariste will continue consolidating its markets thanks
to its appealing business model aimed at helping family-
owned businesses to maintain their identity, while teaming
up in a structured group. This model can be exported
to other countries in Europe and we expect Evariste to
internationalise in the coming years.
Evariste is a French multi-solutions construction Group
organised as a federation of more than 140 regional
entities and employing more than 5,700 employees. The
Group provides services related to (i) infrastructure works
(renovation/maintenance of roads, urban transformation…),
(ii) green spaces management (creation and maintenance
of green spaces, irrigation systems, sport pitches), (iii)
specialised interim for the construction industry and (iv)
hygiene and cleaning services.
The group has a strong local foothold in Ile-de-France and
has a continuously growing presence in Hauts-de-France,
Rhône- Alpes, Centre-Auvergne, Bourgogne, Normandy,
Brittany and Belgium.
INVESTMENT THESIS
Investment in a French leading multi-services group
positioned on rapidly growing underlying markets which
should benefit from numerous large-scale infrastructure
projects (such as the Grand Paris, the Olympic Games
2024, Canal Seine-Nord, the Plan Très Haut Débit etc.).
Evariste has demonstrated its ability to consolidate its
highly fragmented markets (more than 45 entities acquired
since 2010), leveraging on its federation model, and aims
to continue doing so. Investment alongside a seasoned
entrepreneur who will retain a majority stake in the Group.
40 %
2021
Percentage
of interest
Investment Year
PORTFOLIO
Sales growth
ca. 40% therein
ca. half organic
EBITDA
growth ca. 25%
/ 45/ 44
PORTFOLIO
Business Sector
Insurance &
wealth management
Registered oce
Leudelange, Luxembourg
Website
www.foyer.lu
2022 PERFORMANCE
Net result has decreased to € 147.7m despite strong
operational performance, driven by a lower number
of claims than previous years, which has not allowed
to compensate the impact of rising interest rates and
a generally challenging market environment on the
investment portfolio.
Foyer will continue executing its growth strategy in 2023,
which will allow to structurally improve its operational
performance, while taking advantage of the opportunity to
reinvest its investment portfolio at higher interest rates.
LUXEMPART PERSPECTIVE
We consider Foyer as an anchor investment in our portfolio
not only because of the size of our stake but also due to the
strong market position and the solid, recurring financial
performance of the company. We consider ourselves as
a long-term shareholder and will continue to play our
role as a professional institutional shareholder alongside
Foyer Finance S.A.
Foyer S.A. is an independent financial group and market
leader in the Luxembourg insurance industry with a strong
presence in domestic non-life insurance, domestic and
international life insurance as well as wealth management
in the Benelux region.
INVESTMENT THESIS
Since its foundation in 1922, Foyer has been the market
leader in the Luxembourg insurance industry and is now
present in several European countries.
Foyer’s strengths include:
• Family shareholder structure and strong local anchorage;
• Strong brand;
• Outstanding service quality;
• Broad agent network;
• Dynamic management of its asset portfolio while
maintaining high levels of shareholder funds.
Luxempart investment case is based upon supporting
management with our hands-on, long-term private equity
approach in order to shape and execute the strategy of Foyer.
Priorities are strengthening its local market leadership,
digitalizing its business model in order to further improve
service quality for clients and agents and overall efficiency,
develop its international activities and improve its capital
efficiency.
32 %
1998
Percentage
of interest
Investment Year
PORTFOLIO
ESG INITIATIVES
• Calculation of carbon footprint and action plan to reduce CO2 emissions
• Integration of ESG criteria into service offering
• ESG in the workplace: promotion of diversity, work on stereo types and cognitive biases, work from home and generally
more flexibility in working hours
+14.4%
Operational
performance
+11.2%
Turnover non-life
insurance
/ 47/ 46
PORTFOLIO
Business Sector
Insurance &
Financial Services -
Asset Management
Website
www.imgp.com
2022 PERFORMANCE AND OUTLOOK
iM Global Partner has proven the resilience of its business
model in 2022 with Assets under Management dropping
less than the wider financial markets mainly due to
strong net inflows (>20% increase in a market suffering
from net outflows) which are driven by both the relative
outperformance of its partners as well as the continuously
strengthening distribution capabilities of iM Global
Partner.
iM Global Partner was able to complete 2 acquisitions in
order to strengthen its own service offering (US equities
with focus on dividend investing) as well as supporting
the growth of its partners (broadening service offering of
Polen Capital with US high yield investments). The bulk
of these investments was financed with external debt,
increasing equity performance.
Financial performance has remained strong with both
revenues and adjusted EBITDA growing more than 20%
versus 2021. Management however remains prudent in
the short to medium term given the still high uncertainties
in the market and the significant USD exposure of the
Company. Structurally, iM Global Partner will remain
a growth story with management looking to further
strengthen investment and distribution capabilities to be
able to take advantage of the rebound in financial markets
in the coming years.
LUXEMPART PERSPECTIVE
2022 has been a challenging year for asset managers due
to the turmoil in financial markets which may very well
extend into 2023. iM Global Partner has however proven
the resilience of its business model focusing on top decile
asset managers who outperform in downturns and have
allowed to attract significant new money in an overall
difficult market environment. We continue to believe in iM
Global Partners’ strategy and will support their growth
story with additional capital in the coming years.
The investment in iM Global Partner also perfectly
underlines our ability to invest longer-term and in more
cyclical businesses as we are able to continue to support
our portfolio companies in their structural development
despite any short to medium-term volatility as we do not
have any portfolio rotation constraints.
ESG INITIATIVES
• Signatory of the UN PRI
• More than 80% of SICAV funds distributed are now
Article 8 or 9
• Successfully launched iMGP RBA Responsible Global
Allocation ETF
• iM Global Partners Donation Fund launched in 2022
and actively supporting many projects across Europe
and the US
iM Global Partner is a global distribution platform for
top-performing asset management products. It selects
entrepreneurial asset managers (“Partners") and invests
in them through minority stakes. Then it distributes them
on its own platform and increases their revenues by adding
Assets Under Management.
Revenues for iM Global Partner hence notably stem from
Partners’ dividends, management fees from proprietary
asset management vehicles and distribution fees.
INVESTMENT THESIS
Join two outstanding investors in a global, fast-growing
financial services company
• Asset Management follows secular growth trends (ageing
population, financing of retirement models)
• iM Global Partner has a strongly differentiating business
model, fostered by Eurazeo and Amundi
• Allows to enter into symbiotic relationship: iM Global
Partner increases Assets Under Management of its
Partner through distribution capabilities and the Partner
enhances iM Global Partner’s top performing product
range
• Target to attract 6-10 new Partners between 2021 and
2026 and deploy additional capital
7.2 %
2021
Percentage
of interest
Investment Year
€ 34.8 bn
2
acquisitions
Registered oce
Paris, France
PORTFOLIO
of new Partners
in 2022
Assets under
management
/ 49/ 48
PORTFOLIO
Business Sector
Consumer goods
Registered oce
Landiona, Italy
Website
www.mirato.it
2022 PERFORMANCE
Mirato 2022 financials have been impacted both by a
surge in inflation on its raw materials and an increase in
energy costs in H1 2022. Mirato was nevertheless able
to increase its selling prices with a full year effect to be
materialized in 2023.
However, those increased costs were not fully offset by
the price increases and weighed negatively on the group
EBITDA in 2022.
The financial position of Mirato is nevertheless sound with
a strong balance sheet and a positive net cash position.
For 2023, we expect the company to scale up its margins
back to normal levels.
LUXEMPART PERSPECTIVE
Despite challenging market conditions on the cost side,
Mirato was able to take appropriate measures during
2022 to initiate margin to recovery historic levels from
2023 onwards. Mirato maintains a strong financial
position and both shareholders are ready to accelerate its
organic development through external growth if suitable
opportunities were to arise.
Mirato is an Italian producer and distributor of personal
hygiene products. The company has a coverage of all
market segments but strongly focused in the mass-market
through proprietary strong local brands and private labels.
INVESTMENT THESIS
• Strong market share providing defensive position in Italy
• Organic growth fueled by private label trends
• Good cash conversion and deleveraging abilities
• Strong buy-&-build opportunities (share and asset deals)
• Internationalization of the company with accelerating
organic growth in developing countries
15.8 %
2013
Percentage
of interest
Investment Year
Strong cash
generation in
2022
Sales
growth but
temporary
margin pressure
PORTFOLIO
/ 51/ 50
PORTFOLIO
Business Sector
Industrial components/
Luxury
Registered Oce
Castelli Calepio, Italy
Website:
www.mtwh.it
2022 PERFORMANCE
Strong organic growth in 2022 on the back of a dynamic
luxury market and a good development with some key
clients.
EBITDA margin increased slightly thanks to better
coverage of fixed costs, partially offset by increases in
energy, raw materials, and transportations costs.
First acquisition since our direct investment closed in
December 2022 with Fixo.
LUXEMPART PERSPECTIVE
Perspectives for the luxury sector in the coming months
remain positive. We are confident in the capacity of MTWH
to increase its share of wallet with its existing client
portfolio, thanks to its above competition client service
and shorter lead times. MTWH will keep on consolidating
its market, widening its offer and strengthening its position
as a key supplier to most of the global luxury brands.
ESG INITIATIVES
Soon after our investment a sizable investment in a new
MIM (Metal Injection Molding) production line, to increase
the company capacities in stainless steel production, has
been decided. Some major international brands have
decided to progressively replace brass components with
stainless steel which is better in regard to environmental
issues.
MTWH is a leading platform investing in Italian companies
which are active in the production of metalware accessories
for global luxury brands.
The group is fully integrated along the entire value chain
(product development, industrialization, production, and
finishing), with a wide and diversified high-quality offer,
distinctive prototyping expertise, short lead times and best-
in-class client service. In 2022, the group opened a French
office to be closer to the French fashion and luxury brands.
At the time of acquisition, the Group was comprised of
three operating companies Metalworks, FGF and M&N. In
December 2022 Fixo, a company specialised in low tonnage
metal components with a production site in Veneto and a
sourcing office in Hong Kong joined the group following its
acquisition.
INVESTMENT THESIS
Being already familiar with MTWH through our sponsorship
of the Bravo Invest team in Italy, we have seized the
opportunity to invest in a new buy-out operation alongside
DBAG, a reputable international private equity fund with a
local team in Italy, and the management team of MTWH.
There are still lots of small companies active in the sector
in Italy with top 10 players accounting for only 50% of total
value. Global brands are keen to rely on sizable suppliers
able to keep pace with their strong growth and to be a
source of proposals in terms of creativity.
MTWH has dramatically grown both organically and through
M&A over the past few years which should continue in the
future, and the group is ready to participate actively in the
consolidation of the sector.
2022
Investment Year
30.5 %
Percentage
of interest
PORTFOLIO
FY 2022
PF EBITDA
> EUR 15m
+12%
organic growth
in FY 2022
/ 53/ 52
PORTFOLIO
Business Sector:
Healthcare soware
Registered Oce
Donaueschingen, Germany
Website:
www.nexus-ag.de
2022 PERFORMANCE
Nexus showed strong FY 2022 results in line with its long-
term guidance and had limited impact from the current
economic environment (war in Ukraine, Covid, supply
chain disruptions). Revenue reached EUR 209.1m (+11.1%
YoY), driven by high growth in Switzerland, Netherlands
and Austria as well as bolt-on acquisitions (EUR 3.7m of
sales acquired). Although German government subsidy
programs have led to an order intake worth c. EUR 70m so
far, they have not yet translated into significant revenue
(c. EUR 2.5m additional revenue in 2022).
EBITDA margin reached 21.2% (vs. 21.7% in FY21)
burdened by EUR 1.7m integration costs and higher other
operating costs (c. +21% YoY). The increase in other
operating costs was mainly due to higher travel activity,
higher marketing expenses (c. +55% YoY), and increased
energy costs.
The company has published its new mid-term outlook
until 2026 with a sales CAGR of 13-14% (21-26) and
an EBITDA margin of 25%. The sales target includes
assumed sales of c. EUR 60m from M&A. The results of
2022 confirm the positive trajectory to reach those goals.
LUXEMPART PERSPECTIVE
We are very pleased to be a new anchor shareholder
and partner to support Nexus’ ambitious long-term
oriented growth plan. The strong 2022 results support
our conviction that Nexus’ capabilities and its strong
management team will continue to thrive in a market
which is expected to have high ongoing structural growth
in the foreseeable future and which offers multiple
opportunities for further consolidation.
ESG INITIATIVES
• Goal to become climate-neutral (Scope 1&2 emissions)
by the end of 2028
• Efficiency of power consumption improved by 27% in
2022 versus 2019 – target of 2024 already achieved in
2022 (e.g. consolidation of decentralized data centers)
• Use of renewable energy sources including the
installation of own photovoltaic systems Introduction of
a multi-level Compliance Management System based on
the requirements of ISO 37301.
Nexus is one of the leading healthcare
software companies in Europe.
INVESTMENT THESIS
Nexus provides software solutions for hospital information
systems (HIS) and diagnostics software (DIS). Our
investment thesis is built on several attractive attributes:
• A structural growth market across Europe benefitting
from megatrends (healthcare, digitalization, local
business w/o global supply chain exposure), accelerated
by favourable short-to-mid-term subsidy programs (e.g.
KHZG in Germany)
• Nexus has strong market positions in its focus markets
(i.e. Switzerland, Germany, Netherlands)
• Scalable software business model with historically high
recurring revenues (>50%), high EBITDA margins (>20%)
and a strong cash conversion (>60%)
• The company is active in a still fragmented market and
has a proven and successful M&A track record financed
by internal cash generation
• Particularly strong management which is well-aligned
through significant shareholding
2022
Investment Year
8.4 %
Percentage
of interest
(1)
1) as of latest voting rights notification (31/08/2022)
PORTFOLIO
Group sales
+11.1% YoY
EBIT margin
21.2%
Listed on Frankrt Stock Exchange
ISIN: DE0005220909
/ 55/ 54
PORTFOLIO
Business Sector
Industrial components
Registered Oce
Novedrate, Italy
Website:
www.salice.com
2022 PERFORMANCE
Despite a weak market environment restrained by Covid
lockdowns, increasing raw material prices, supply chain
issues and the Ukraine war, Salice was able to achieve
a revenue growth of 9% compared to 2021. For 2023 we
foresee further strong growth on the back of improving
market conditions and a strong order book.
LUXEMPART PERSPECTIVE
We are delighted to support Cobepa and the founding
family during the next chapter of Salice's history. We
are convinced that Salice has a superior competitive
positioning on its markets thanks to its cutting-edge R&D
capabilities resulting in several major innovations in the
past and a portfolio of c. 600 active patents, coupled with
a full vertical integration across all production steps and
state-of-the-art “made in Italy” production.
We will continue to build on the brand heritage and
family values while stimulating the potential and the
entrepreneurial spirit of a reinforced management team
to accompany them in their journey to become the global
leader in high-quality, premium functional solutions for
the furniture industry.
ESG INITIATIVES
Salice has been certified ISO 14001 since 1998,
demonstrating the company’s attentiveness to the
protection of the environment.
Salice is a leading Italian manufacturer of furniture hinges
and adjacent high-quality functional hardware components
for the high-end furniture industry. Founded in 1926 by
Arturo Salice, the Group has 3 production sites in Italy and
is present across the globe with 10 foreign subsidiaries.
The company started as a specialized producer of hinges
focused on the premium furniture segment but over time
successfully entered in adjacent markets for guides, sliding
systems and accessories, thereby creating a comprehensive
offering of high-quality products for manufacturers of
kitchen furniture and producers of furniture cabinets
and wardrobes. Salice holds a well-established position
worldwide.
INVESTMENT THESIS
Luxempart invested a minority stake alongside the majority
owner Cobepa and the founding family to support the
next growth stage. Thanks to a strong reputation in the
market for its excellent design and innovation capabilities,
Salice is ideally positioned for a prolonged organic growth
period, both in terms of geographical expansion as well
as penetration of new market segments. Its premium
positioning on high-quality and mission-critical components
provides strong entry barriers, which we aim to leverage
into further growth opportunities.
As for many industries, Covid-19 related lockdowns and
restrictions had a very negative short-term impact on
the furniture industry in 2020. But the medium- to long-
term effects of the pandemic turned out to be positive
as people are now more conscious of the importance of
feeling comfortable within their home. This results in
an increase in spending for furniture and a shift towards
the high-end segment of the market. Consequently, this
leads to sustainable positive effects for the functional
hardware components industry, driven by both volume and
premiumization trends, and Salice is ideally positioned to
benefit from those favourable market tailwinds.
2022
Investment Year
6.7 %
Percentage
of interest
(1)
1/ as of latest voting rights notification (08.03.2022)
PORTFOLIO
EBITDA margin
2022: > 20%
Revenue growth
2022: 9%
/ 57/ 56
PORTFOLIO
Business Sector
IT Soware & Services
Registered oce
Heidelberg, Germany
Website:
www.snpgroup.com
2022 PERFORMANCE
FY2022 preliminary figures came in below the guidance:
sales of EUR 172m (+8% YoY*) were a bit below the latest
guidance of EUR 175m. Similarly, EBIT is also expected
to be below the guidance of EUR 10.5m – preliminary
numbers indicated a result slightly above the 2021
result of EUR 6.3m. As the progress on operational
improvements and the implementation of the partner
strategy were slower than expected, the financial results
remained below expectations. However, a solid order
entry of EUR 193m (+10% YoY
2
) should provide a good
basis for further growth in 2023..
The financial performance was also reflected by a share
price performance below peers and relevant indices. On
the one hand, the overall economic environment has been
very challenging and made customers more cautious on
initiating large IT transformation projects in the short
term. On the other hand, the company had to deal with
internal challenges (e.g. the CFO left by mutual agreement
in March, the Chairman stepped down in September,
inefficient cost structures).
After the resignation of the Chairman Prof. Heinrich,
the Board elected Richard Roy as its new Chairman on
October 1, 2022. On January 16, 2023, the new CEO Jens
Amail started at SNP as part of the planned succession of
his predecessor. He brings a strong track record from his
various senior management roles at SAP in Germany and
abroad. This should help him to develop SNP’s software
business, to improve internal processes and to also
sharpen SNP’s internationalisation strategy. The search
to replace the current interim CFO was finalized in March
2023.
LUXEMPART PERSPECTIVE
SNP has a good market position, mainly based on the
company’s differentiated software solutions and a strong
service offering in data transformation projects. The
market dynamics are favourable and should allow SNP to
accelerate its growth again after a difficult year 2022. SNP
has a strong customer base of global bluechip companies
and well-established relationships with 13 of the top 20
global system integrators to build on. With our +10%
stake and Sebastian Reppegather represented on the
Board of Directors of SNP, we aim to continue supporting
the company and its new management as an anchor
shareholder in this crucial stage of its development.
ESG INITIATIVES
• Agreement on sustainable financing reached with
Commerzbank in December 2022, with sustainability
component linked to achievement of ESG KPIs
• Global employee survey conducted in 2021/22 in order
to identify further potential for improvement with
regard to employee satisfaction and to derive concrete
optimization measures
• SNP’s headquarters in Heidelberg powered by green
electricity since 2018
SNP Schneider-Neureither & Partner SE is a leading
provider of an automated IT migration software and related
consulting services for selective data transformation in
ERP-related IT landscapes, applied in the context of M&A,
carve-outs and divestitures, ERP upgrades, cloudification
and others.
INVESTMENT THESIS
SNP is a growing provider of an automated IT migration
software and related consulting services for selective data
transformation. The company strongly benefits from:
• Attractive end markets with structural growth driven
by ongoing SAP version upgrades and the growing
importance of migration and management of data for
companies in general
• Its unique value proposition to deliver complex data
transformations faster and at a higher quality than
manually executed transformations thanks to its Crystal
Bridge software solution
• General shortage of skilled IT professionals supporting
the use of SNP’s software and services
• Strong potential to further enhance profit margins on
the back of a growing software share in the overall
business-mix
• Potential for further internationalization as sales are still
concentrated on the DACH region / Europe
10.01%
Percentage
of interest
(1)
1) as of latest voting rights notification (08/12/2021)
2) like-for-like comparison with adjustments for acquisitions and divestments
PORTFOLIO
RICHARD ROY, CHAIRMAN OF THE BOARD OF DIRECTORS
«During the current transformation of SNP with a new management team, it is crucial to have strong
support from all stakeholders on our journey to unlock SNP’s ll potential. e board of SNP is pleased
to be able to count on Luxempart’s continued commitment as a long-term anchor shareholder.»
2020
Investment Year
Listed on Frankrt Stock Exchange
ISIN: DE0007203705
Group sales
EUR 172m
(+8% YoY
2
)
2022
Order entry
EUR 193m
(+10% YoY
2
)
/ 59/ 58
PORTFOLIO
Business Sector
Telecom, securi and smart ci
installation and maintenance
Registered oce
Issy-les-Moulineaux,
France
Website
www.sogetrel.fr
2022 PERFORMANCE
In line with the anticipated decrease of network
construction activity in France, sales have decreased.
However, the difficult macro-economic environment has
led clients to exercise significant pressure on margins.
The accelerated development of diversification activities
in 2022 was not able to fully compensate for this trend,
and an increasing cost base has led to a decline in EBITDA
in 2022, without affecting the Group’s overall financial
position.
Furthermore, Sogetrel was able to complete its first
acquisition in Germany, allowing it to further diversify
its activities in a market where fibre optics networks are
expected to develop strongly over the coming years.
LUXEMPART PERSPECTIVE
Despite mitigated results in a year characterised by a
complex and inflationary environment, we believe that
Sogetrel is well positioned to accelerate again starting in
2023.
Indeed, its diversification activities are ramping up
according to plan and will allow the group to better
balance its growth profile.
Its strongly involved management team, a significant
shareholder in Sogetrel, is fully committed to further
develop the Group.
Sogetrel is a leading French specialist in the design,
installation and maintenance of outdoor communication
networks. The group also expanded over the last years
into the non-residential Security & Smart City markets.
The group provides two types of services: Design & Build
(D&B), consisting in system or solution engineering and
deployment, and Digital Field Services (DFS), diversified
field interventions related to user connection, equipment
maintenance, system operation, or system upgrade
services. Sogetrel operates more than 100 agencies with
leading positions in each of its addressable French markets,
and has also started growing in Belgium, Switzerland, and
Germany.
INVESTMENT THESIS
Investment in one of the largest French actors in the
design, installation, and maintenance of communication
networks markets benefiting from increase in data usage
(data traffic per capita was expected to increase by 23%
per year by 2022) and in “very high broad band” use cases.
Sogetrel has an ambitious diversification plan and is well
positioned to further strengthen its position:
• in the security market, it already stands among the top 10
players on the most dynamic market segments of Video
Surveillance Access Control
• in the Smart City market, leveraging its solid experience
on telecom networks so as to cover major aspects of
smart city use cases (smart parking, energy efficiency,
pollution control…)
10.7 %
Percentage
of interest
EBITDA
margin >5%
Sales >
€750m
PORTFOLIO
ESG INITIATIVES
Sogetrel has mandated an independent certification entity to assess its ESG commitment on a yearly basis (Sogetrel
achieved platinum grade in 2021 – i.e. top 1%). The group monitors and acts on improving dedicated key indicators for 6
main priorities: 1) health of its employees 2) inclusive workplace 3) environmental footprint 4) responsible purchasing
5) ethical and responsible behaviour, and 6) data security.
2021
Investment Year
/ 61/ 60
PORTFOLIO
2022 PERFORMANCE
Despite the continued impact from component shortages
and increasing freight costs, Süss achieved strong results
in 2022. Order intake increased by c. 32% YoY to c. EUR
445m (vs. EUR 337m in 2021), supported by strong
demand across all segments but with the strongest
growth recorded in the photomask and wafer bonder
segments.
After supply chain related bottlenecks over the first 9
months of the year, Q4 was supported by a high number
of deliveries, resulting in sales and an EBIT margin
substantially above expectations. Based on preliminary
figures, sales are expected to reach c. EUR 300m (+14%
YoY).
In terms of profitability, management expects the EBIT
margin to reach between 9% and 10%, adjusted for a
positive extraordinary non-operating effect (2021: 8.6%),
with positive volume effects partly offset by higher
operational expenses.
In February 2023, the company published its new mid-
term outlook until 2025, with sales expected to reach EUR
400m (c. 10% CAGR), coupled with an EBIT margin of
15%. The preliminary results of 2022 confirm the positive
trajectory to reach those targets. Furthermore, Süss is
expected to profit from the current market dynamics of
numerous major investment programs in the US, Europe,
China, and Taiwan which will result in the construction of
further chip factories.
On a strategic level, management declared its new vision
for Süss to become the „leader in enabling innovative
advanced back-end and photomask solutions” and that it
is, consequently, undergoing a strategic review for Süss
micro-optics.
LUXEMPART PERSPECTIVE
With its 70+ year track record, Süss has established
itself as a strategic partner for global IDMs (integrated
device manufacturers) and foundries across the globe.
As a key technology provider for the semiconductor
front-end and advanced back-end industry, the company
is well-positioned to capture opportunities arising from
the ongoing uplift in the global chip industry. A record
order intake in 2022, which has been realized despite
a challenging macroeconomic environment, confirms
the company's mission-critical positioning. Since our
investment in 2016, Süss has made strong progress
on a technological, strategic, and operational level.
Consequently, we remain confident that Süss is well
placed to achieve its sales and EBIT margin targets for
2025 of EUR 400m and +15%, respectively.
ESG INITIATIVES
• Switching the power supply at the German sites in
Garching and Sternenfels to 100% green electricity -
thereby reducing Scope 2 emissions to zero
• Continued investments in energy efficiency, e.g.
replacement of fan motors in the clean room in
Sternenfels and expansion of building control systems
• Introduction of an annual, mandatory training concept
for compliance and anti-corruption for all employees
• Development of a new solution for the not yet addressed
wafer cleaning market which aims to replace the
hazardous chemicals used so far with significantly less
critical means. A successful implementation would be
more sustainable and significantly reduce costs for our
customers
Süss MicroTec SE is a leading supplier of innovative systems
and process solutions for micro structuring applications
for the semiconductor industry (advanced back-end and
frontend process steps) and related niche markets (e.g.
MEMS sensors, 3D integration, LED). The company operates
through four divisions, namely back-end lithography
(60% of FY 2021 sales), photomask processing (18%),
wafer bonding (12%) and micro-optical components (10%).
INVESTMENT THESIS
Our investment thesis is built on several attractive
attributes:
• Structurally growing markets, driven by mega trends such
as digitization and 5G, which create significant demand for
semiconductors
• Market and technology leadership, being a leading player
for mask aligners, coater / developer clusters, wafer
bonders and photomask cleaning equipment
• Strong value creation potential fuelled by significant
revenue growth and margin enhancement
PORTFOLIO
Order entry
EUR 445m
(+32% YoY)
Group sales
EUR 300m
(+14% YoY)
Group EBIT
margin 9 - 10%
(2021: 8.6%)
1) as of latest voting rights notification (30/03/2020), joint shareholding of the Acting-in-Concert composed of Luxempart and Teslin Capital Management;
c. 8% held by Luxempart on a standalone basis
2016
Investment Year
Registered oce
Garching, Germany
Website
www.suss.com
15 %
Percentage
of interest
1
Business Sector
TMT
Listed on Frankrt Stock Exchange
ISIN: DE000A1K0235
/ 63/ 62
PORTFOLIO
Business Sector
Industrial thermal
management equipment
Registered Oce
Sassenberg, Germany
Website:
www.technotrans.de
2022 PERFORMANCE
Technotrans had an overall successful FY 2022, reaching
the upper end of its guidance, despite continuous supply
chain-related challenges. Revenues are expected to reach
EUR 220-230m (+4% to 9% YoY), with strong development
in all segments and focus markets. A particularly strong
development was achieved in energy management and
healthcare and analytics. After a Covid-related dip in
the print market in 2020 and early 2021, the segment
continued to recover dynamically and contributed
positively to group sales.
After successful completion of the first phase of its
“Future Ready 2025” strategy, management will focus in
2023 on accelerating growth based on further reinforcing
Technotrans’ position in key markets and further
internationalization. Mid-term targets with revenues of
EUR 265-285m and an EBIT margin of 9-12% remain
confirmed. M&A could further enhance the mid-term
growth potential.
LUXEMPART PERSPECTIVE
2022 was marked by numerous challenges like the war
in Ukraine, persisting supply chain bottlenecks, rising
inflation and ongoing Covid setbacks. Nevertheless,
Technotrans was able to progress substantially in the
implementation of its “Future Ready 2025” strategy and
to deliver its growth targets, both on the top- and the
bottom-line. For 2023 and beyond, we remain positive on
the market potential and Technotrans’ ability to capture
opportunities thanks to its strong value proposition. As
an anchor shareholder holding more than 20%, we aim
to continue supporting management to successfully
implement phase 2 of its 2025 strategy. The appointment
of Sebastian Reppegather, Head of Listed Investments
at Luxempart, to the Supervisory Board of Technotrans
in May 2022, has been an important milestone in this
context.
ESG INITIATIVES
• New production site in Holzwickede, in line with newest
standards (“KfW 55 Effizienzhausstandard”) with 99kWp
solar panels
• Investment in green hydrogen in Holzwickede
• Publication of the roadmap toward CO2 neutrality
in 2030
• Launch of new product families (e.g. ECOtec.chiller, teco
ci eco), allowing for c. 90% lower electricity consumption
and c. 60% less coolant vs. traditional technology
Technotrans SE is an internationally leading technology
and service company specialised in thermal management
applications for diverse end markets such as energy
management, healthcare & analytics, print, plastics and
others.
INVESTMENT THESIS
Technotrans is a manufacturer of application-specific
thermal management solutions in technologically
demanding applications. Our investment thesis is based on
the following investment attractions:
• Leading thermal management specialist for technologically
demanding applications with strong market positions in
focus markets
• Positioned in attractive end markets with long-term
structural growth prospects, especially in new markets
like energy management and healthcare, building on
historically resilient print markets
• Well-balanced value creation potential between
continuous growth and margin improvement
• Asset-light business model with a high service share
(approx. 25% of sales) and a strong cash generation
potential.
• Significant M&A potential after Technotrans established a
scalable organization in a highly fragmented market
2016
Investment Year
20.1 %
Percentage
of interest
(1)
1/ as of latest voting rights notification (08.03.2022)
PORTFOLIO
Group sales
EUR
220-230m
EBIT margin
5.0-6.0%
Listed on Frankrt Stock Exchange
ISIN: DE000A0XYGA7
MICHAEL FINGER CEO
" technotrans has continued to implement its strategy and successlly completed phase 1 even
under the dicult conditions of 2022. e consistent support of our growth course by our long-
standing anchor shareholder Luxempart is very valuable for us."
/ 65/ 64
PORTFOLIO
Business Sector
Consumer electronics
Registered Oce
Düsseldorf, Germany
Website:
www.tonies.com
2022 PERFORMANCE
Tonies successfully continued its growth path in 2022 with
group sales reaching EUR 255m (+36% YoY). Particularly
strong growth was realized in international markets, in
particular the US (+225% YoY), accounting for EUR 65m
sales (25.5% of group sales, vs. 10.6% in 2021).
Despite solid operational, organizational and strategic
progress, margins continued to be negatively impacted by
growth investments to accelerate international expansion
and global supply chain related issued. A positive margin
in the DACH region partly compensated these effects
leading to a Group EBITDA margin of about -2%.
Guidance for 2023 foresee revenues to grow to €350m
and EBITDA margin to turn positive.
LUXEMPART PERSPECTIVE
Tonies has shown an impressive growth path over the past
years, with proof-of-concept achieved in the DACH region
and significant success in 2022 in international markets,
such as the USA. This paves the way for the company to
enter the next phase of growth in 2023 and beyond. We
will continue showing our support and our participation
in the capital increase in November 2022 has been an
important milestone in this context.
ESG INITIATIVES
• Launch of “Preloved Toniebox”, i.e. sale of refurbished,
used Tonieboxes to customers
• Dedicated research on sustainable materials, e.g.
sustainable packaging and water-soluble inks for Tonies
• Introduction of various sustainability measures at HQ,
e.g. vegan catering, massive reduction of domestic flights
Tonies is a category-defining figurine-based audio streaming
system for children composed of a smart speaker box
(Toniebox) and complementary small figurines (Tonies)
delivering audio content over a cloud infrastructure.
INVESTMENT THESIS
• Category-defining properties of Tonies audio system with
potential to become a leading global player, with proof of
concept for business model in DACH markets and first
success in international markets (USA, UK, France)
• Repeat / “razorblade” business model and established
barriers to entry due to the high installed base and existing
licenses with content providers
• Significant market potential, driven by positive trends
(increasing toy spend per child, trend to reduce screen-
time, stable birth rates) in underlying markets for toys and
games / children audio content
• Strong sales and margin growth potential, driven
by replication of success from the DACH region in
international markets
2016
Investment Year
3.15%
Percentage
of interest
(1)
1) held directly as per 09/11/2022
PORTFOLIO
Group sales
+36%
Sales in USA
+225%
Listed on Frankrt Stock Exchange
ISIN: LU2333563281
/ 67/ 66
Shareholding: 6.3%
Agenzia Enologica Bresciana (“AEB”) is one of the leaders
in wine & beer ingredients, also active in detergents and
equipment used in Food & Beverage production processes.
AEB enables winemakers and brewers around the
world to improve natural processes, using 99% natural
ingredients. It offers a one stop shop solution: ingredients
can be bundled with detergents solutions and equipment.
AEB develops formulas, assembles raw materials, tests
them, outsources yeast production and distributes its
advice and products on a global scale. 2022 has been a
strong growth year, with EBITDA reaching a record high.
INVESTMENT THESIS
• AEB is one of the global leaders in its core wine
ingredients sub-sector
• AEB benefits from strong cross-selling opportunities
• Global company with direct sales presence across
several continents
• Active in a fragmented market with some worldwide
bolt-on M&A opportunities
• AEB is set to further (i) expand oenology in
underpenetrated markets, (ii) maintain tactical
positioning in beer segment, (iii) reinforce its presence
in the detergent business and (iv) enhance its equipment
offering, all contributing to organic growth.
Listed on Zurich Stock Exchange - Shareholding : 4.1%
1
ASCOM Holding AG is a global provider of critical
information and communication solutions focused on
healthcare institutions (c. 68% of sales, hospitals, nursing
homes, etc) and enterprises (32% of sales, broad range of
industrial sectors). The core product portfolio comprises
nursecall systems, telephony and mobile devices,
messaging and alerting software, and related project
management, service and support. Ascom operates
globally through its own subsidiaries and distribution
partners. It is particularly well positioned to benefit from
the global growth in healthcare and the digitalisation
of healthcare workflow processes. Ascom’s strategy
focuses on the development of products and solutions
around mobile workflow solutions in its healthcare and
enterprise matters.
INVESTMENT THESIS
Structural and secular growth in healthcare, supported
by favourable demographic trends driving demand for
continuous digitalization. Good position in healthcare
niche markets (e.g. emergency call and alarm systems,
mobile workflow solutions). Ascom’s ongoing transfor-
mation from a hardware to a more software- and ser-
vice-focused organization with a more attractive growth
and profitability profile.
FY2022 preliminaries indicate a positive development of
the company, despite an ongoing shortage of components.
Revenues are expected to reach CHF 297m, reflecting c.
2.0% YoY growth (+7.2% at constant currencies). Order
intake increased to CHF 336m (+3.3% YoY at constant
currencies). Margins remain impacted by global supply
chain issues in FY 2022, with the adjusted EBITDA margin
coming out at around 9.8% However, improved execution
and cost efficiencies started to pay off in 2022 and are
expected to support a further positive development of the
company.
Shareholding: 11.4%
Campings.com is the European leader in the intermediation
of outdoor accommodations. It sells camping vacation
stays either to the final end users (vacationers) or to
other travel agencies in France, Spain, Italy, Croatia and
Portugal. Campings.com offers a catalogue of c. 4,500
campsites spread across 10 European countries.
INVESTMENT THESIS
• Top-line growth driven by organic growth and
international expansion
• Robust business model with retail and commissioning
offerings balancing the gross margin
• Diversified sales channels, leveraging both direct and
indirect sales
• Co-investment alongside Ekkio Capital, which enjoys an
extensive knowledge of the leisure and accommodation
sector in Europe with a strong track record.
In 2022, the company went through a major step in its
development with the acquisition of Bungalow Bookerz,
the leading booking platform in the Netherlands. The
combined entity is expected to cross the €200 million
mark of gross margin (business volume) in 2023.
Shareholding: 19.1%
FX Solutions specialises in the design, manufacture
and distribution of shoulder implants and surgical
instruments. The company's product offering is comprised
of shoulder prostheses meeting all existing needs in the
shoulder arthroplasty: joint trauma (accident, shock) or
degenerative disease (body ageing).
INVESTMENT THESIS
• Large niche extremities market (worth $1.1bn at entry)
with strong organic growth potential
• Quality products, strong reputation will help to gain key
opinion leaders
• Strong organic growth driven by US market penetration,
further market share gain in France, release of new
products, and natural market growth
• Co-investment with an established financial sponsor
with long-lasting experience in the healthcare sector.
In 2022, FX Solutions was able to deliver a >40% top
line growth and continued to perform strongly by gaining
market share in its two core markets France and the
US while continuing to invest in R&D and achieving key
regulatory milestones in the US.
www.fxshouldersolutions.fr
Sector : Healthcare equipment
1) as of latest voting rights notification (05/09/2019)
www.ascom.com
Sector : TMT
www.campings.com
Sector : Hospitali
www.aeb-group.com
Sector : Industrials
/ 69/ 68
Listed on the New York Stock Exchange
Shareholding : 0.3%
With >39,000 towers under management, IHS the third
largest independent tower owner, operator and developer
globally, covering 11 countries in Africa, the Middle East
and Latin America.
INVESTMENT THESIS
• resilient business model with recurring revenue
• strong and seasoned management team
• services are mission critical and benefit from high
barriers to entry
• strong organic growth and further 4G & LTE rollout
acceleration
• one of the biggest tower operators in Africa well
positioned to act as a consolidator in Nigeria and other
African countries
• embedded growth will be further enhanced by economies
of scale (increase in lease-up rate)
• develop new services.
The company was listed on the New York Stock Exchange
in October 2021, with a very disappointing share price
trajectory since then. However, the company continues
to deliver its growth plan, evaluating M&A opportunities
and optimising utilisation of existing assets. Despite
stable and robust fundamentals, the share price has been
affected by the broader market downturn in 2022 and the
path to recovery remains uncertain at this stage.
Shareholding: 11.5%
Unternehmensgruppe Pflegebutler is a leading regional
ambulatory care operator offering an innovative alternative
care model consisting of serviced living, day care and
ambulatory care all under the same roof. Pflegebutler
is benefitting from strong market growth supported by
secular trends notably demographics (increasing share of
>65y olds and recipients of care) and growing preference
towards ambulatory care. The Company is operating in
Lower Saxony, Rhineland Palatinate & Hesse.
INVESTMENT THESIS
Leveraging strong market by continuing organic growth,
opening of new care centers and selectively acquiring
regional ambulatory care operators to enter into new
regions.
Pflegerbutler has displayed strong operating and
financial performance in FY22 with the opening of several
new homes and the acquisitions of proVida (a regional
ambulatory home care provider in Lower Saxony) and
Haus Deul (a senior citizen’s residential home in Rhineand-
Palatinate) which have allowed to display revenue growth
of c. 30% and maintaining profitability levels despite
inflationary pressure and wage increases.
Shareholding: 53.7%
Quip Group provides industrial services and temporary
staffing across various industries. Headquartered in
Aachen, Germany, Quip generates c. EUR 100m in sales
and is well positioned to benefit from the reshoring of
manufacturing activities as it provides its customers with
flexible industrial services focused on mechanical and
electrical assembly, as well as tailored staffing solutions.
INVESTMENT THESIS
Leverage synergistic business model combining
industrial services and temporary staffing in order to
provide customers an integrated service offering as well
as substantial added value and flexibility across their
manufacturing processes. The combined service offering
additionally differentiates Quip versus other temporary
staffing agencies as it allows potential employees to
enhance their skillset within its industrial services
business unit and thus enhance their employability.
FY22 was characterized by the hiring of a new
management team which initiated a strategic review of
the group and a streamlining of its services and brands.
As part of the reorganisation, which included the sale
of Talbot Services GmbH, Quip aims to shift its focus
towards its core strengths in industrial services and
temporary staffing. To support this next growth stage, the
company substantially invested in digitalized processes,
new recruitment channels and a group rebranding.
Thanks to these efforts, we expect Quip to benefit from
the improving market conditions and foresee a strong
financial performance over the next years.
Shareholding: 40%
Rattay Group is a leading supplier and development
partner for metal hoses and compensators (with own
technology patents) for various non-automotive related
industries. Rattay generates annual sales in excess of
EUR 35m and exports its products worldwide. The Group
has subsidiaries in Austria, Denmark, France, Hungary,
the Czech Republic and UK, as well as sales offices and
agents overseas.
INVESTMENT THESIS
Capitalise on its position as a niche market leader produ-
cing system critical components used in demanding and
harsh environments.
Despite the overall difficult market environment, Rattay's
financial performance has substantially rebounded in
FY22 thanks to numerous project wins across demanding
end markets including the semiconductor and LNG
industry. We see continued strong demand for Rattay
products in FY23 driven by the strong macro trends within
its end markets.
www.ihstowers.com
Sector : TMT
www.pegebutler.de
Sector : Healthcare
www.quip.de www.raay.de
Sector : B to B Services Sector : Industrials
/ 71/ 70
110.5Europe
57.0
48.0
North America
Global
20.5Asia
Shareholding: 5.5%
RIMED is one of the leading medical radiology groups in
Switzerland and operates twelve radiology centres across
the German- and Italian-speaking parts of Switzerland.
INVESTMENT THESIS:
Providing a unique healthcare platform for patients,
referring physicians, and hospitals with a patient- oriented
service approach covering a wide range of high-quality
diagnostics services.
In 2022 RIMED joined forces with Unilabs to create an
integrated medical diagnostics group to support patients
and doctors with a comprehensive diagnostic offer from
one single source. In the course of this transaction,
Luxempart reduced its stake in RIMED from 27.4% to
5.5%. Luxempart had partnered up in 2016 with the
founder of RIMED, Dr Kim B. Laver, to support the buy &
build strategy across Switzerland. Over the course of this
partnership, from 2016 until 2022, revenues grew by over
60%.
www.rimed.ch
Sector : Healthcare
NAV breakdown per geography
Undrawn capital breakdown per geography
22.0Global
259.3Europe
NAV 2020:
EUR 281.3m
276.7Europe
33.0
72.1
2.6
North America
Global
Asia
NAV 2022:
EUR 384m
43.3Global
137.5Europe
Undrawn
2020:
EUR 180.8m
Undrawn
2022:
EUR 236m
PORTFOLIO
SELECTED INVESTMENT FUNDS INDICATORS
We present 2020 as a reference since the new Investment Fund strategy started its implementation in the second half of 2020.
/ 73/ 72
PORTFOLIOPORTFOLIO
NAV breakdown per strategy Total exposure (NAV + Undrawn)breakdown per strategy
Total exposure (NAV + Undrawn)breakdown per geography
Undrawn capital breakdown per strategy
26.2Venture
26.4Secondaries
151.5Buyout
31.9Growth Equity
Undrawn
2022:
EUR 236m
36.1Secondaries
123.3Buyouts
Undrawn
2020:
EUR 180.8m
21.4
Venture
57.4Venture 83.6Venture
37.8Secondaries 64.2Secondaries
269.5 421.0Buyouts Buyouts
6.3
Growth Equity
51.6
Growth Equity
NAV 2022:
EUR 384m
Exposure
2022:
EUR 620m
90.0North America
23.1Asia
387.2Europe
120.1
Global
32.6Venture
9.4Secondaries
239.2Buyouts
NAV 2020:
EUR 281.3m
54Venture
45.5Secondaries
362.5Buyouts
Exposure
2020:
EUR 462m
65.3Global
396.8Europe
Exposure
2020:
EUR 462m
Exposure
2022:
EUR 620m
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SUSTAINABILITY
REPORT
SUSTAINABILITY REPORTSUSTAINABILITY REPORT
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SUSTAINABILITY REPORT
LUXEMPART’S AMBITIONS
Luxempart is a family-owned investment company,
whose business is driven by our family values: long-term
value creation through patient involvement and shared
vision with our partners – hence our baseline: Growing
together. We carry out our mission in accordance with
our core values, which are:
• Trust and reliability
• Transparency
• Excellence
• Honesty and honourability
Since 2021, the Board of Directors and the Group
Executive Committee have implemented a more
structured way to consider ESG factors in the strategy
and operations of the Group. In this context, Luxempart
has set up a working group, organised many workshops,
and onboarded the entire team to develop and implement
its sustainability vision. The purpose of this process is to
deliver competitive returns and to consider ESG risks so
as to protect against negative impacts but also to pursue
value creating opportunities. This way Luxempart is
progressively making the shift from a financial-only to a
sustainable investment approach.
Our tailored sustainability framework
As there is not one single widely recognised ESG
framework, we have chosen to develop and regularly
update our own sustainability framework based on a
methodical analysis of:
• our values and our own priorities
• the expectations of our shareholders and other
stakeholders resulting from periodic stakeholder
engagement surveys;
• the priorities of the respective industry our portfolio
companies are part of.
Our sustainability framework has been defined in a
collaborative approach with our stakeholders and by
considering the specificities of the industries we are
invested in. Luxempart is committed to an ongoing
dialogue with its stakeholders, being its employees, its
portfolio companies, its partners and co-investors, the
authorities and regulators.
The outcome has resulted in a materiality matrix that
encompasses common and relevant environmental, social
and governance standards. We have defined 9 indicators
representing our priorities in corporate and portfolio
actions around the three ESG areas: planet, people and
governance. We have previously reported that we focus
on 16 criteria. A more thorough analysis has allowed us to
integrate all 16 criteria in the 9 mentioned in the matrix on
the left-hand side.
ESG ACTIONS AT CORPORATE LEVEL
At corporate level, Luxempart has already taken actions
on the three ESG pillars.
Governance
Luxempart has always applied first-class governance
standards, following the 10 Principles of Corporate
Governance of the Luxembourg Stock Exchange.
We emphasize the principles of ethics, integrity and
compliance.
Sustainability is the main strategic challenge of
Luxempart for the coming years. The Board of Directors
is responsible for the strategy of Luxempart, which is
determined in order to generate long-term value creation
for the Group. The Board of Directors has entrusted the
Sustainability Committee to give guidance in terms of
sustainability strategy. This committee is also in charge
of following the changes in laws and regulations in
relation to ESG, that could have an impact on Luxempart.
It validates corporate and portfolio sustainability action
plans and evaluates their results.
The Group Executive Committee is responsible of the day-
to-days operations. The priorities followed in 2022 were:
• the organisation of workshops and seminars in order to
onboard the entire Luxempart teams.
• to reassess the ESG framework and priorities,
• to review and approve the ESG KPIs and due diligence
questionnaire for the Direct Investments
• to review and approve the ESG due diligence
questionnaire for the Investment Funds.
High standards of good governance are value drivers. That
is why Luxempart has carried out the following actions:
• With its shareholders: Luxempart maintains a
continuous dialogue with its shareholders and pays great
attention to improving its communication to the market.
• With its stakeholders: Luxempart commits to regularly
engage with each stakeholder group, for example by the
way of survey.
• Implementing and updating policies and procedures:
Code of good conduct including ethics principles and
whistleblowing procedures, investment procedures
updated in order to include ESG matters, GDPR and data
privacy, anti-money laundering and counterfinancing
terrorism (AML/CFT procedures), IT security…
People
Our people are our most important asset and for this
reason Luxempart aims to be a responsible and attractive
employer. In this view, concrete measures have been
taken to improve social cohesion in the Company, such as:
• Increasing the health and well-being of the team:
break room, fitness club, regular health checks, free
fruits and beverages, healthy meals at reduced price,
ergonomic workplace, hospitalisation insurance paid for
the employees and their family, efficient IT infrastructure
and tools enabling work from home, appointment and
training of a health & safety worker
• Focus on talent development: focus on attracting
talent and enabling them to develop their potential,
increase training opportunities and foster career
development in a growth mindset
• Promote non-discrimination and equal opportunity:
remuneration policy and processes in place assuring
equal remuneration for equal work, oversight by the
Nomination and Remuneration Committee.
Waste & water
management
SUSTAINABILITY REPORTSUSTAINABILITY REPORT
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Planet
Luxempart aims at keeping its impact on the environment
as low as possible. With this aim in mind, we have taken
different environmental protection initiatives, such as:
• Reduce waste: new waste recycling system, less paper
consumption by increasing digital solutions, replacement
of plastic cups and water bottles by glass cups and water
fountains, food waste reduction programme put in place
at the canteen
• Reduce carbon footprint: decrease of the heating of the
office spaces, electric car charging stations available,
office rented in a recent building that meets high norms
and standards, home office developed for employees,
replacement of a great part of business travel by video
conference system, car policy limiting high emissions
cars,
• Promote a healthy ecosystem: increasing part of
local and organic food served at the canteen, meat free
Tuesday, optimising water consumption.
SUSTAINABILITY VISION FOR LUXEMPART’S
PORTFOLIO
Luxempart recognizes the impacts and interdependencies
of Environmental, Social and Governance factors. By
incorporating ESG factors into its decision process,
Luxempart aims to future-proof itself against oncoming
issues and to enhance value creation. If companies do
not have a proper sustainability strategy, they are going to
be uncompetitive and risk to become unattractive assets.
That is why Luxempart aims to provide its portfolio
companies with levers for action to undertake the shift
to a more sustainable value creation process. This will
result in including key sustainability criteria into strategic
decisions.
Embedding ESG into our investment strategy
The sustainability strategy applies to both our Direct
Investments and Investment Funds, but given the nature
of these activities, it applies differently.
Direct Investments
Exclusion list
In order to reflect our core values in our investment
decision, Luxempart has put into action:
• its exclusion list that comprises activities and business
sectors that are strictly prohibited;
• a list of sensitive business areas that comprises activities
and sectors that present higher environmental, social
and/or governance risks. It is not prohibited to invest
into a sensitive business area, but further risk analysis
should be conducted.
Companies that have in a recent past severely breached
one or more principle(s) of the UN Global Compact shall
also be considered as having a higher ESG risk that
requires further procedures.
ESG due diligence questionnaire and ESG KPIs
The 9 sustainability priorities described above are the
common thread to better help assess and mitigate ESG
risks through our entire investment cycle – from the
screening of investment opportunities through the holding
period to the exit.
Based on its 9 sustainability priorities, Luxempart has
developed a questionnaire in order to assess the ESG
maturity of its investments. This assessment will focus on
both our existing portfolio as well as on new investment
opportunities. We will have completed the analysis of our
existing portfolio in the course of the year 2023 and will,
if needed, launch priority initiatives to improve the ESG
maturity in selected areas.
Luxempart aims to maintain and develop a constant
dialogue with its portfolio companies not only on financial
matters, but also on sustainability subjects.
Investment Funds
The nature of the investment into Funds makes the
sustainability approach different to the one used for Direct
Investments. Our sustainability assessment is based on
the following points of attention:
• ESG-related policies
• ESG commitments
• ESG risks and opportunities identification in the
pre-investment phase
• GP contribution to its portfolio companies with regard to
ESG mitigation and value creation
• ESG reporting and disclosure to LPs
The Investment Funds team uses a tailor-made ESG
assessment tool to rate the Investment Funds and
reports to the Group Executive Committee.
CLIMATE AND OTHER ENVIRONMENTAL RISK
MANAGEMENT
The Group is not directly exposed to significant climate-
related or other environmental risks. Luxempart
acknowledges that ESG factors are having an increasing
impact on its business environment. As presented above,
Management is working on how to better monitor and
manage the ESG risks in general and the climate-related
risks in particular. Luxempart has developed a framework
that is the cornerstone of an ESG risk management
system in order to limit the ESG risk and to seize ESG
opportunities to create value. Based on this framework,
Management continues to closely monitor the portfolio
companies and to support their sustainability initiatives.
The Sustainability Committee together with Management
ensure that the Group is compliant with all the applicable
sustainability laws and regulations.
STATEMENT OF
GOVERNANCE
STATEMENT OF GOVERNANCE STATEMENT OF GOVERNANCE
CONTENTS
STATEMENT OF CORPORATE GOVERNANCE ............................................................. P.86
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STATEMENT OF GOVERNANCE STATEMENT OF GOVERNANCE
STATEMENT OF CORPORATE GOVERNANCE
The publication of information on corporate governance is organised in two documents:
• The corporate governance charter, published on the website of Luxempart
• The statement on corporate governance included in this annual report.
INTRODUCTION
Luxempart’s Corporate Governance Charter, which has
factored-in the 4th edition corporate governance code
published in December 2017 by the Luxembourg Stock
Exchange, focuses on the following aspects:
• Luxempart’s organisational structure; this section
describes the organisation of the Company’s
management process; a description of Luxempart‘s
share capital, its shareholder structure, and the liquidity
of its shares;
• The role and operating method of the Shareholders’
Meeting, and the policy for informing shareholders; the
role, composition, chair, and operating method of the
Board of Directors;
• The delegation of day-to-day management;
• The Board of Directors’ Specialised Committees,
including the Audit, Compliance, and Risk Committee,
the Nomination and Remuneration Committee, and the
Sustainability Committee, the role of these committees,
their composition, and their operating method;
• The role and composition of the Management Committee
and the duties of the Managing Directors and the other
members of the Management Committee;
• Luxempart’s external audit process.
The Charter also includes the following information:
• A definition of the independence of Directors;
• A definition of the Board of Directors’ expertise;
• The prevention of transactions involving insider trading
or market manipulation;
• The compensation policy for the Directors and the
members of the Management Committee; the CSR policy;
• The application of and derogation from the corporate
governance principles.
The Company’s Articles of Association were extensively
restated on April 30, 2007 in order to take corporate
governance principles into account. They were last
amended in April 2022.
The restated Articles of Association are available on
www.luxempart.lu.
SHAREHOLDERS
As at December 31, 2022 Luxempart’s shareholders are split as follows in terms of shares issued:
Shares issued Voting rights
Foyer Finance 50.4% 47.6%
Sofina Group 6.1% 6.8%
Stable shareholders 16.7% 18.7%
Public and institutional investors 24.2% 26.9%
Treasury shares 2.6% -
Total 100% 100%
A liquidity agreement with KBC was signed in 2021 for an indetermined period.
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STATEMENT OF GOVERNANCE STATEMENT OF GOVERNANCE
THE BOARD OF DIRECTORS
Luxempart’s Board of Directors consists of 13 members, including seven independent Directors who fully fulfil
the independence criteria foreseen in the Luxembourg Stock Exchange’s Corporate governance code.
ROLE
The Board of Directors is the body responsible for
managing Luxempart. It meets as often as necessary to
fulfil its obligations.
The Board of Directors is a collegiate body that has the
powers to take any decisions and take any measures
necessary or useful for the achievement of the Company’s
corporate purpose, except for the powers exclusively
reserved to the General Meeting of Shareholders by law or
the Articles of Association. The Board’s task is to ensure
the long-term development of the Company and of its
business activities in the interests of all the shareholders,
while considering interests of other stakeholders, such
as creditors, employees and generally speaking the
community in which the Company operates.
The Board of Directors is first and foremost responsible
for the strategic management of the Company and for
monitoring the conduct of its business affairs, the shaping
of values, objectives and key policies to be complied with.
COMPOSITION
Luxempart is administered by a Board of Directors
(single-tier structure) that consists of 13 members
who are natural persons or companies which have
designated a permanent representative. The Directors
are appointed by the General Meeting of Shareholders,
on the recommendation of the Board of Directors, after
the Board has gathered the opinion of the Nomination and
Remuneration Committee.
Most of the members are non-executive directors. The
Board of Directors includes at least two independent
directors.
At 31 December 2022, Luxempart’s Board of Directors
consisted of 13 members:
• 3 Executive Directors, including representatives of
shareholders;
• 10 Non-executive Directors, including 7 Independent
Directors.
The Chairman of the Board of Directors is selected
among the members of the Board. The meetings of the
Board of Directors are currently chaired by Mr. François
Tesch. He has held this position since 25 April 2016 and
has assumed the role of Executive Chairman. Mr. Tesch
served as Managing Director of Luxempart for many
years. He is therefore thoroughly familiar with the Group
and continues to discuss the strategic directions and main
investments of Luxempart with the current executive
team on a regular basis.
The composition of the Board of Directors has been
supervised since 2007 by the Nomination and Remuneration
Committee to ensure a balance between Independent
Directors and Directors representing important
shareholders. The size (13 members) is considered to be
sufficient and the variety of competencies is quite broad
and adapted to the Company’s needs (investment bankers,
entrepreneurs, legal experts, investment professionals,
human resources and compensation). The Board of
Directors is composed of ten men and three women of
different nationalities (LU, DE, FR, BE, UK). The Company
provides various training sessions to its Directors.
TERMS OF OFFICE EXPIRING IN 2023
The mandates of several Directors will come to a term at
the Annual General Meeting of shareholders of April 24,
2023.
The mandates of Mrs. Kay Ashton, Mr. Frank Donck,
Mr. Jacques Elvinger and Mr. Juergen Vanselow will be
proposed for renewal for a new term of 3 years at the
General Meeting of shareholders.
The mandates of Mr. François Tesch and Mr. Pierre Drion
will not be renewed, both having expressed their will to
retire from their duties within Luxempart. The Board of
Directors wishes to thank them both for their immense
contribution to the development of Luxempart over their
long presence at the Company’s Board of Directors.
The Board of Directors will present the candidacies of
Mr. Owen Tesch and Mr. Xavier Coirbay as new Board of
Directors members of Luxempart at the General Meeting
of shareholders, for a term of 3 years.
Owen Tesch would act as a Non-Executive Director,
representing the interests of important shareholders of
Luxempart. Owen Tesch built up a solid experience in
investment through various positions within funds and
consulting companies. He currently acts as Observer at
the Board of Directors of Luxempart.
Xavier Coirbay would act as a Non-Executive Director.
Xavier Coirbay is a member of the Executive Committee
of the Belgian listed holding company Sofina. He has
an extensive expertise in Private Equity investment and
in Investment Funds, notably through his board seat at
Cambridge Associates.
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STATEMENT OF GOVERNANCE STATEMENT OF GOVERNANCE
CHANGE OF CHAIRMANSHIP IN 2023
Mr. François Tesch having decided to retire from his
responsibilities within Luxempart at the next Annual
General Meeting of shareholders, he will consequently
also step down from his role as Executive Chairman of
Luxempart.
The Board of Directors of Luxempart has decided to
nominate Mr. François Gillet as the new Non-Executive
Chairman of Luxempart, after the General Meeting of
Shareholders of April 24, 2023.
Mr. François Gillet has been sitting at the Board of
Directors of Luxempart since 1992, and has acted as
Chairman of the Audit, Compliance, and Risk Committee
over the last 5 years. He therefore has an excellent
knowledge of Luxempart and totally shares its vision and
strategy.
ACTIVITY REPORT
Issues discussed
The main topics discussed and decided upon by the Board
of Directors in 2022 were the following:
• Review of the annual financial statements and of the
consolidated financial statements for the 2021 financial
year, as well as of the 2022 interim report, and approval
of the related press releases;
• Preparation of the Annual General Meeting held on 25
April, 2022;
• Review of the conclusions and recommendations issued
by the Specialised Committees;
• Valuation of the portfolio;
• Investment and disposal decisions;
• Strategic reviews of Luxempart’s investment policy;
• 2022 budget and business plan 2023-2025;
• Investment of the cash position, and external financing;
• Governance
• Recruitments
• Compliance
• Sustainability strategy.
Frequency of the meetings and attendance
The Board of Directors met eight times during the year
2022. The Directors’ average attendance rate in 2022 was
93%, attesting the active involvement of all the Directors.
ETHICS
In 2021, the Board of Directors has adopted a Code of
good conduct applicable to all directors, management,
staff and advisors to ensure business ethics that lay
the foundation for the standard of conduct and define a
unified set of guidelines.
The goal of the Code is to:
• outline common values and objectives
• define general rules of conduct
• give concrete examples and introduce policies to guide
our daily behaviours
• define a trustful and an attractive work environment
• inspire our investment partners and portfolio companies
to adopt a similar code of good conduct.
Luxempart has also adopted in 2021 a dealing code so as
to prevent insider trading and ensure equal treatment of
its shareholders. Furthermore, in view of the ties between
Foyer Finance, the major shareholder, and Luxempart,
and the position of certain Directors on the bodies of the
two companies, mechanisms for managing conflicts of
interest have been put in place. Ad hoc committees are
set up when necessary and persons with conflicts of
interest are excluded from the decision-making process.
CONFLICTS OF INTEREST
During 2022, we had three situations of conflicts of
interest during Board of Directors meetings of Luxempart:
• At the meeting of the Board of Directors of July 5,
2022, Olaf Kordes abstained from voting on a potential
acquisition, having a conflicting interest in this
transaction, because Alpha Private Equity Funds, his
former organisation in which he still holds financial
interests, was the seller. The deal eventually didn’t
materialize for Luxempart.
• At the meeting of the Board of Directors of December 8,
2022, François Gillet abstained of voting on the proposal
for him to become the next Chairman of the Board
of Directors of Luxempart, after the Annual General
Meeting of April 24, 2023.
• At the meeting of the Board of Directors of December
8, 2022, Jacquot Schwertzer abstained from voting on
the proposal for him to be renewed as Vice Chairman of
the Board of Directors of Luxempart, after the Annual
General Meeting of April 24, 2023.
REMUNERATION
A remuneration was paid to the Directors for their office
in 2022:
• Via an annual flat-rate allowance, on a pro rata basis,
where applicable. The total amount of the annual gross
flat-rate allowances allocated to all of the Directors was
EUR 706.300 (incl. tax).
• Via an attendance fee for each meeting that the Directors
attended. The gross total amount of the attendance fees
allocated to all of the Directors was EUR 224.600 (incl.
tax).
THE BOARD OF DIRECTORS’ COMMITTEES
The Board of Directors may ask for assistance, in an
advisory capacity, from specialised committees that it sets
up and for which it determines the role, responsibilities,
composition and operating method in specific areas.
The powers of these Committees extend to all of the
companies that make up the Luxempart Group.
The Board of Directors is currently assisted by three
specialised committees:
• The Audit, Compliance, and Risk Committee
• The Nomination and Remuneration Committee
• The Sustainability Committee
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STATEMENT OF GOVERNANCE STATEMENT OF GOVERNANCE
FRANCOIS TESCH
• François Tesch acts as the Executive Chairman of the
Board of Directors as from 2017 (first term as Board
Director in 1992).
• He was a member of the Luxempart Group Executive
Committee from 1992 to 2002, and acted as Chairman of
the Executive Committee from 2002 to 2017.
• François Tesch is also the Chairman of the Board of
Directors of Foyer S.A., Vice Chairman of the Board of
Directors of Capital at Work Foyer Group, Managing
Director of Foyer Finance and Director of Luxunion.
• François Tesch joined the Foyer insurance Group as
General Secretary and then served as Chief Executive
Officer from 1986 to 2014.
• He started his career as a financial analyst in the MEA
department at W.R. Grace & Co in New York from 1976
to 1980, and as financial manager at W.R. Grace & Co in
Paris from 1980 to 1982.
• François Tesch holds a Master’s Degree in Economics
and an MBA from INSEAD.
JACQUOT SCHWERTZER
• Jacquot Schwertzer is Vice-Chairman of the Board of
Directors as from 2020 (first term in 2015).
• He was a member of the Luxempart Group Executive
Committee from 2001 to 2017, and acted as Chairman of
the Executive Committee from 2017 to 2020.
• Jacquot Schwertzer is also a Board member of Foyer
Finance.
• He has been running the business of the Socipar family
holding (petrol stations, refurbishing of pressure vessels,
gas business, real estate) since 1981.
• Jacquot Schwertzer holds a Master’s Degree in
Economics, business administration.
JOHN PENNING
• John Penning is a Managing Director of Luxempart since
April 2020.
• John Penning is currently a Director in several companies,
in particular: Foyer Finance, Atenor, Assmann (observer)
and Luxaviation Holding Company.
• After working as a senior manager in corporate finance
at Deloitte in Luxembourg, John Penning cofounded in
2009 Saphir Capital Partners SA, a corporate finance
and private equity consultancy firm based in Luxembourg
and London.
• John Penning holds a degree in political science and
international relations from the Université Libre de
Bruxelles (ULB), and an MBA from Otago University and
the University of North Carolina at Chapel Hill.
OLAF KORDES
• Olaf Kordes is a Managing Director of Luxempart since
April 2020.
• Besides his role as Managing Director of Luxempart,
Olaf Kordes holds a non-executive directorship at Foyer
SA, Evariste Holding, iMGlobal Partner and Sogetrel
(observer).
• For more than 20 years, Olaf Kordes contributed to
investing 5 successive investment vehicles in midsized
transactions in France, Germany, Switzerland and
Benelux.
• Olaf Kordes holds a degree from HEC Paris. He started
his career at Arthur Andersen before joining the pan-
European private equity fund Alpha.
DIRECTORS
The Board of Directors is composed of the following members:
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STATEMENT OF GOVERNANCE STATEMENT OF GOVERNANCE
MICHÈLE DETAILLE
• Michèle Detaille has been a Non-Executive and
Independent Director as from 2012.
• She acts as chairwoman of the Sustainability Committee
of Luxempart.
• Michèle Detaille is a Business Executive at ALIPA
Group.
• She is Chairwoman of FEDIL (Luxembourgish Business
Federation) and a member of the board of the Banque
Centrale du Luxembourg (BCL).
• Michèle Detaille served as a regent of the National Bank
of Belgium from 2009 to 2018.
• In 2005, Michèle Detaille became a member of the Board
of Trustees of the Catholic University of Louvain.
• In 1988, Michèle Detaille turned to the private sector,
becoming marketing and sales manager of Accor
Services for the Benelux. In 1996, together with a
partner, she took over various SMEs in Luxembourg,
Belgium, and France to set up a small group in industrial
packaging and hoisting.
• Holder of a degree in political science, Michèle Detaille
started her career as a political advisor for the
presidency of the Liberal Party. In 1983, she was the
youngest mayor of Belgium, before serving as a member
of parliament between 1985 and 1987.
KAY ASHTON
• Kay Ashton has been a Non-Executive and Independent
Director of Luxempart as from 2020.
• She is a member of the Luxempart Audit, Compliance
and Risk Committee.
• In 1992, Kay moved to Silverfleet Capital, a leading
European private equity firm, becoming a partner in 1996.
Kay Ashton was responsible for some of the firm’s most
successful investments in a variety of sectors including
leisure and business services. Kay Ashton also served
as deputy chairwoman of the investment committee for
14 years.
• In 1989, Kay Ashton began her career in private equity
with NatWest Ventures (now Bridgepoint).
• After graduating, Kay joined the London office of PwC
where she trained as a Chartered Accountant.
• Kay Ashton read Natural Sciences at Jesus College,
Cambridge University.
MADELEINE JAHR
• Madeleine Jahr has been a Non-executive and
Independent Director as from 2018.
• She started her career in an international audit firm. In
2006, she joined the group of family companies GCA
Altium, an investment bank based in Munich, which holds
15 other establishments in 10 different countries. Today
Madeleine Jahr is the managing director of the group.
• Madeleine Jahr is also the co-founder of Radi Pekseg,
the fifth largest bakery chain in Hungary where she has
been a member of the board since 1998.
• She holds a Master’s degree in finance
FRANÇOIS GILLET
• François Gillet has been a Non-Executive Director as
from 1992.
• He acts as Chairman of the Audit, Compliance and Risk
Committee.
• François Gillet has joined Sofina in 1988, where he
held various positions before becoming member of the
Executive Committee.
• He is a member of the board of directors of Colruyt
Group, Hillebrand and Groupe Petit Forestier.
• François Gillet is a sales and management engineer
(Louvain School of Management) and has an
International Directors Programme Certificate in
Corporate Governance from INSEAD.
DIRECTORS
The Board of Directors is composed of the following members:
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STATEMENT OF GOVERNANCE STATEMENT OF GOVERNANCE
.
GREGOIRE CHERTOK
• Grégoire Chertok has been a Non-Executive and
Independent Director as from 2016.
• He is a member of the Group Executive Committee of
Rotschild & Co.
• Grégoire Chertok has taken part in many financial
operations and transactions for major French industrial
groups as advisory banker. He has provided advice and
support for the development of groups such as GDF
Suez, Casino, Bouygues, Accord, Suez Environnement
or Kering in France and abroad. He was a member of
the economic analysis committee of the French Prime
Minister from 2006 to 2010. In that capacity, he co-
authored a report on the financing of SMEs in 2009.
• He is also a founding member of the Fondapol think tank
where he is vice president of the supervisory board.
• He joined Rothschild & Cie Banque in 1991, where he has
been a Managing Partner since 2000.
• Grégoire Chertok earned a degree from ESSEC in 1988
and obtained an advanced degree in financial analysis
from SFAF in 1990 and an MBA from INSEAD in 1993.
FRANK DONCK
• Frank Donck has been a Non-Executive and Independent
Director as from 2020.
• He is a member of the Sustainability Committee and of
the Audit, Compliance and Risk Committee of Luxempart.
• Frank Donck has been the managing director of the
family-owned investment company 3D investors NV as
from 1998.
• Frank Donck has more than 30 years of experience as
a professional investor and is active as either chairman
or director of various listed and non-listed companies.
He currently serves as chairman of Atenor Group and
Barco, as non- executive director of KBC Group and of
Elia Group.
• Frank Donck is also a member of Belgium’s Corporate
Governance Commission
• Frank Donck started his career as an investment manager
for Investco NV (later, KBC Private Equity NV) where he
was leading larger investments and M&A processes.
• Frank Donck holds a master’s degree in law from the
university of Ghent (Belgium) and a master in financial
management from the Vlerick Business School.
JACQUES ELVINGER
• Jacques Elvinger has been a Non-Executive and
Independent Director as from 2015.
• He is the Chairman of the Nomination and Remuneration
Committee of Luxempart.
• Jacques Elvinger has been a lawyer at the Luxembourg
Bar since 1984. He is a partner in the firm of Elvinger
Hoss Prussen. He is a member of the High Committee of
the Luxembourg Financial Centre and the Committee of
Experts created by the Commission de Surveillance du
Secteur Financier (CSSF) in the field of Investment Funds.
• Jacques Elvinger is also a member of the board of
directors of the Association Luxembourgeoise des Fonds
d’lnvestissement.
JüRGEN VANSELOW
• Jürgen Vanselow has been Non-Executive and
Independent Director as from 2017.
• He is member of the Nomination and Remuneration
Committee of Luxempart.
• Jürgen Vanselow joined Egon Zehnder International in
1995. In 2017, Jürgen Vanselow joined Russel Reynolds
Associates in Frankfurt as a partner and general
manager. Today he is at the heart of the group’s activities
in the financial services sector, specialized in capital
investment and asset management.
• From 1987 to 1992, he worked in the corporate finance
department of Booz Allen Hamilton.
• Jürgen Vanselow earned a master’s degree in
management from ESCP Europe in 1987 and attended
the PMD programme at the Harvard Business School in
1999.
DIRECTORS
The Board of Directors is composed of the following members:
/ 97/ 96
STATEMENT OF GOVERNANCE STATEMENT OF GOVERNANCE
PIERRE DRION
• Pierre Drion has been a Non-Executive Director as from
2008.
• He is a member of the Nomination and Remuneration
Committee of Luxempart.
• Pierre Drion is currently the president of the ULB
Foundation (an institution under public law for the
financing of research in the Free University of Brussels).
• Pierre Drion is also a director of Fund+, a company that
specialises in investments in biotechnologies, and other
non-listed companies.
• A graduate in management engineering from the Solvay
Business School, ULB (French-speaking) Free University
of Brussels, Pierre Drion has been a managing partner of
the Petercam commercial bank and Director of several
Belgian companies listed on the stock exchange.
DIRECTORS
The Board of Directors is composed of the following members:
THE AUDIT, COMPLIANCE, AND RISK COMMITTEE
ROLE
The Audit, Compliance, and Risk Committee assists
Luxempart’s Board of Directors, as well as the boards of
directors of other companies within the Group, with their
tasks relating to the oversight of the financial information
process, the internal and external audit process and the
internal control process.
COMPOSITION
• Mr. Francois Gillet, Chairman of the Audit, Compliance
and Risk Committee, Non-Executive Director
• Mrs. Kay Ashton, Non-Executive and Independent
Director
• Mr. Frank Donck, Non-Executive and Independent
Director
ACTIVITY REPORT
Issues discussed
• Review of the 2021 annual results and 2022 interim
results, the notes to the financial statements and the
related management reports
• Review of the press releases
• Audit program
• Valuation of the portfolio
• External review of the financial statements
• Review of the changes to, and application of IFRS
• 2023 budget and 2023-2025 business plan
• The Statutory Auditor’s independence
• Risk management and related procedures/ policies
• Management of conflicts of interest
• Related parties’ transactions
• Group structure
• Ongoing litigations
• Incorporation of a foreign subsidiary
• IT security
• Dealing code, GDPR, AML and Code of Good Conduct
Frequency of the meetings
The Audit, Compliance, and Risk Committee met four
times in 2022.
REMUNERATION
The members of the Audit, Compliance, and Risk
Committee are entitled to an attendance fee for each
Committee meeting that they attend. The gross total
amount of the attendance fees allocated to all of the
members of the Audit, Compliance, and Risk Committee
in 2022 was EUR 38,350 EUR (incl. tax).
/ 99/ 98
STATEMENT OF GOVERNANCE STATEMENT OF GOVERNANCE
THE NOMINATION AND REMUNERATION COMMITTEE
ROLE
The Nomination and Remuneration Committee assists
the Board of Directors with any issues relating to the
nomination (or dismissal) of, and the remuneration paid
to the Directors and to the members of the Management
Committee.
COMPOSITION
• Mr. Jacques Elvinger, Chairman of the Committee, Non-
Executive and Independent Director
• Mr. Pierre Drion, Non-Executive Director
• Mr. Jürgen Vanselow, Non-Executive and Independent
Director
The Managing Directors and the Executive Chairman are
also invited to assist the meetings on specific topics.
ACTIVITY REPORT
Issues discussed
• Review of the remuneration policy
• Annual remuneration report
• Proposal of executive remuneration increases
• Executive bonus payments
• Review of the Stock option plan
• Search for a new Executive committee member
• Replacement of François Tesch as Chairman of the Board
• New Board candidates
• Human resources organisation
• Significant HR topics
• Board and Committee composition.
Frequency of the meetings
The Nomination and Remuneration Committee met three
times during the 2022 financial year.
REMUNERATION
The gross total amount of the attendance fees allocated
to all of the non-executive members of the Nomination
and Remuneration Committee in 2022 was EUR 33,825
(incl. tax).
THE SUSTAINABILITY COMMITTEE
ROLE
The role of the Sustainability Committee is to:
• give guidance in terms of sustainability strategy
• follow sustainability laws and regulations and their
potential impact on Luxempart
• follow private equity market adaptation to ESG criteria
• validate corporate and portfolio sustainability action
plan and evaluate the results
• review sustainability reports
• make ESG related recommendations to the Board of
Directors
COMPOSITION
• Mrs. Michèle Detaille, Chairwoman of the Committee,
Non-Executive and Independent Director
• Mr. Frank Donck, Non-Executive and Independent
Director
• Mr. François Tesch, Executive Chairman
• Mr. Jacquot Schwertzer, Vice Chairman.
The Managing Directors are also invited to assist the
meetings on specific topics.
ACTIVITY REPORT
Issues discussed
• General ESG context and regulatory framework
• Definition of Luxempart’s ambitions in terms of
sustainability
• Definition of an exclusion list
• Roadmap and action plan
• Determination of the sustainability governance
Frequency of the meetings
The Sustainability Committee met one time during the
2022 financial year.
REMUNERATION
The gross total amount of the attendance fees allocated
to all of the non-executive members of the Sustainability
Committee in 2022 was EUR 10,850 (incl. tax).
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STATEMENT OF GOVERNANCE STATEMENT OF GOVERNANCE
GROUP EXECUTIVE COMMITTEE
The Board of Directors has delegated the day-to-day
management of Luxempart to two Managing Directors.
The Managing Directors are supported by the Group
Executive Committee in this role.
The Managing Directors and Group Executive Committee’s
responsibilities are:
• The day-to-day management of Luxempart and its
subsidiaries
• The implementation of the strategy and decisions taken
by the Board of Directors
• Monitoring the portfolio
• Sourcing and analysis of new investment opportunities
and proposed divestments
• Any new investments or add on decision, up to EUR 25m,
with the approval of the Executive Chairman
• Any disposal decision with the approval of the Executive
Chairman
• Proposals to the Board of Directors for investments
exceeding EUR 25m
• Decision on deals exceeding EUR 25m with the prior
agreement of the Executive Chairman, in accordance
with Luxempart’s emergency procedures
• Managing and coordinating the human resources
COMPOSITION
The Group Executive Committee consists of the following
members:
• Mr. Olaf Kordes, Managing Director
• Mr. John Penning, Managing Director
• Mr. Alain Huberty, Member
• Mr. Jo Santino, Member (until April 24, 2022)
• Mr. Lionel de Hemptinne, Member (as from April 19,
2022)
• Mr. Rudolf Ohnesorge, Member (as from October 1, 2022,
formally nominated in 2023).
ACTIVITY REPORT
Issues discussed
The Group Executive Committee treated the following
points during the 2022 financial year:
• Regular monitoring of portfolio companies
• Value creation of portfolio companies
• Sourcing and executing new deals
• Portfolio exits
• Discussing and adapting Luxempart Group’s strategy
• Monitoring the Investment Fund activity
• Management of human resources and organisation chart
• Preparation of 2023 budget and 2023-2025 business
plan
• Preparation of financial reports
• Cash management
• Negotiation of bank financings
• Preparation of the meetings of the Group’s Boards of
Directors
• Preparation of the General Meetings of the Group
companies
• Relations with the supervisory authorities
• Validation of important contracts
• Compliance/ AML
• GDPR
• Risk management
• Communication and roadshows
• Creation and liquidation of subsidiaries
• Investor relationships.
Frequency of the meetings
The Group Executive Committee usually meets every
week.
Left to right: Alain Huberty - Member / John Penning - Managing Director / Lionel de Hemptinne - Member /
Olaf Kordes - Managing Director / Rudolf Ohnesorge - Member
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STATEMENT OF GOVERNANCE STATEMENT OF GOVERNANCE
REMUNERATION REPORT
The remuneration policy of Luxempart is defined by
the Board of Directors on a proposal formulated by
the Nomination and Remuneration Committee. The
remuneration policy is regularly reviewed, often with the
help of an external consultant, such as in 2019. The full
remuneration policy is part of the Governance Chart. The
present report describes the remunerations paid in 2022
and how they are in line with the performance achieved by
the Company.
REMUNERATION SCHEME AT LUXEMPART
The remuneration scheme of Luxempart consists of three
main components: a base salary package, an annual
variable remuneration, and a stock option plan.
The base salary package is composed of a gross salary
and other advantages, depending on the employee’s
function and seniority. This base salary package intends
to be in line with the market standard for our industry,
taking into account the cost of life in our various home
markets. This package is reviewed regularly and career
evolutions provide for more significant salary increases.
The second element of our remuneration package is
the annual variable remuneration, called the PU
(performance units) system. It is built up in a way as
to get a maximum alignment with our shareholders,
emphasizing collective performance, but with positive or
negative adjustments for individual performance.
At Luxempart, we do not measure the performance of our
teams on the nominal increase of our NAV, but relatively
to a benchmark index constituted of listed comparables.
After careful analysis of comparable indexes, the Board
of Directors, on recommendation of the Nomination and
Remuneration Committee, has decided that the MSCI
Europe Mid Cap Net Return index was the most relevant
benchmark index to us, given our still strong exposure to
European small and mid-caps.
In order to flatten volatile market behaviors and to align
the team with the objective of long-term value creation,
we compare this relative performance over a period of
4 years, on the year N-3 to N (year of attribution). We
measure the annual performance of our NAV of the last 4
years, adjusted for the distributed dividends, and compare
it to the performance of our benchmark index over the
same period. A bonus is paid if over the reference period
the net asset value per share (adjusted for the dividends
paid) increased more than the reference index. This again
creates an alignment with our shareholders who invest in
Luxempart to generate better returns as if investing in a
market index with a comparable scope.
The bonus is calculated, based on the following formula :
PU * % vesting * NAV, where :
• PU = number of PUs attributed to an employee, based on
its function and seniority level.
• % vesting = percentage of realization of the objective,
comprised between 0% and 100% for outperformances
between 0% and 4%. The outperformance is capped at
4%.
• NAV = NAV per share at the end of year N (year of
attribution), adjusted for the distributed dividends over
the period.
The PU system can be complemented with a discretionary
bonus in specific cases.
The third layer of our remuneration packages is the stock
option plan. The stock option plan, which is reserved
to the senior team members, creates a strong incentive
over rolling periods of ten years to increase the market
value of Luxempart. The underlying value of the options
is aligned on the value of the stock price of Luxempart
shares. It creates alignment between management and
the shareholders.
At Luxempart, the stock options have lock-up period of
4 years and a maximum exercise period of 6 years as
from the end of said lock-up period. The stock option
plan develops a value over time in case the share price
increases above the strike price. Each option entitles,
at exercise, to receive one Luxempart share against a
pre-defined strike price.
REMUNERATION
Members of the Board of Directors (“MOB”)
The MOB are paid a fixed annual allowance (before tax) of
EUR 50,000 and EUR 75,000 for the Executive Chairman.
In order to incentivize attendance, an attendance fee of
EUR 2,500 (EUR 5,000 for the Chairman) is paid for each
meeting per member present.
The applicable VAT for 2022 is also paid by the Company.
The MOB who are also members of the Nomination and
Remuneration Committee, the Audit, Compliance and Risk
Committee or the Sustainability Committee receive an at-
tendance fee of EUR 2,500 (EUR 5,000 for the Chair) per
attended meeting. No variable remunerations or other ad-
vantages are due, except for the Vice-Chairman and Exe-
cutive Chairman who were attributed stock options and
for long-term incentive bonus. Travel costs are borne by
the Company. The total amount paid to the MOB amounts
to EUR 1,013,925 for 2022.
Managing Directors
In 2022, the 2 Managing Directors were paid in total
(gross amount) EUR 619,691 as a fixed remuneration.
No Board fees were paid or kept. Each Managing Director
has a monthly car leasing budget of EUR 1,200 or a car
allowance of the same amount. Fuel costs for professional
trips are also paid by the Company. They also benefit from
pension plans.
The 2 Managing Directors benefit from an annual variable
remuneration (PU). They were attributed Performance
Units Cohort 2019-2022 (“PU 19-22”) which measure
the outperformance of Luxempart’s NAV (dividends paid
out reintegrated) over the cohort period 2019-2022
compared to the performance of the MSCI Europe Mid
Cap net return over same period.
Due to a strong outperformance over the cohort period,
the PU 19-22 were totally vested and will entitle to a cash
bonus payment for both Managing Directors in April 2023.
The Managing Directors are also entitled to stock options
of the Company, as described here above.
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STATEMENT OF GOVERNANCE STATEMENT OF GOVERNANCE
The following number of options were attributed in January 2022 (for the year 2022):
2022 2021
John Penning 22,000 22,000
Olaf Kordes 22,000 22,000
The options can be exercised over a six-year period and for the first time four years after attribution.
The stock options for 2022 were granted in January 2022 and reported in the previous annual report under 2021. The
strike price of these options is EUR 76.29.
The stock options for 2021 were granted in January 2021 and reported in the previous annual report under 2020. The
strike price of these options is EUR 46.
Summary of the Managing Directors’ remuneration
Amounts in EUR 000
2022 2021
Gross fixed salary 619.7 601.1
Variable remuneration/ LTIP* 1,592.6 857.9
Pension plan (fixed contribution) 184.3 85.9
Benefits in kind 11.5 21.3
*relative to the year N-1 but actually paid in N
The Managing Directors didn’t receive any other benefits in 2022. The difference in variable remuneration between 2021
and 2022 is linked to (i) the increase in the number of PU attributed to Mr Kordes, equivalent to a full year contribution in
2021 vs 2020, (ii) the impact of the Luxempart performance through the Performance Unit scheme: increase in
NAV/share and outperformance of the MSCI Europe Mid Cap index).
Other members of the Executive Committee
The 3 other members of the Executive Committee have a remuneration composed of:
• A fixed yearly gross salary of around EUR 300,000 per year, adjusted for indexation;
• An annual variable remuneration (PU)
• The attribution of stock options
• Contribution to a pension plan
• A monthly car leasing budget of EUR 1,200 or a car allowance of the same amount
Summary of the other members of the Executive Committee’s remuneration
Amounts in € 000
2022 2021
Gross fixed salary 661.2 633.2
Variable remuneration/ LTIP 1,382.9 1,826.2
Pension plan (fixed contribution) 157.1 69.6
Benefits in kind 10.6 12.3
The following number of options
were granted
2022 2021
Alain Huberty 22,000 22,000
Lionel de Hemptinne n/a n/a
Rudolf Ohnesorge (trial period) n/a n/a
Jo Santino 4,400 13,000
In 2022, 2 GEC members joined during the year and 1 GEC member left during the year. Total number of GEC members
in December 2022 (outside of the Managing Directors): 3
The Stock options for 2022 were granted in January 2022 and reported in the previous annual report under 2021. The
strike price of these options is EUR 76.29.
The stock options for 2021 were granted in January 2021 and reported in the previous annual report under 2020. The
strike price of these options is EUR 46.
Executive Chairman and Vice-Chairman
The Executive Chairman’s remuneration can be summarized as follows:
Amounts in € 000
2022 2021
Gross fixed salary 316.5 305.2
Variable remuneration/ LTIP 388.6 236.4
Benefits in kind 28.3 28.3
Directors' allowance and fees (gross) 131.6 134.5
The Executive Chairman has transferred part of his variable remuneration and his Director's allowance in full to Foyer
Finance.
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STATEMENT OF GOVERNANCE STATEMENT OF GOVERNANCE
The Vice-Chairman’s gross remuneration was as follows:
Amounts in € 000
2022 2021
Board fees 96.5 96.5
Management fees/ LTIP - 158.8
Both Executive Chairman and Vice-Chairman were granted stock options as follows:
2022 2021
Executive Chairman 5,500 5,500
Vice-Chairman 5,000 5,500
The stock options for 2022 were granted in January 2022 and reported in the previous annual report under 2021.
The strike price of these options is EUR 76.29.
The stock options for 2021 were granted in January 2021 and reported in the previous annual report under 2020. The
strike price of these options is EUR 46.
Exercise of options
The number of options exercised by the members of the Executive Committee and Executive Chairman in 2021 and 2022
was as follows:
2022 Strike price EUR 2021 Strike price EUR
Jacquot Schwertzer 10,500 52.61 10,400 33.99
François Tesch 8,625 22.50 9,920 27.40
François Tesch 7,997 31.20 7,185 23.64
Alain Huberty 7,531 34.51 7358 31.20
Alain Huberty 7,700 33.99 - -
Jo Santino 7,200 52.61 5,000 33.99
Jo Santino - - 4,319 31.20
Jo Santino - - 5,304 34.51
TRANSACTIONS IN LUXEMPART’S SECURITIES
A report regarding the transactions in Luxempart’s securities performed by individuals who hold management
responsibilities at the Luxempart Group and by individuals who have regular or occasional access to inside information
must be published on Luxempart’s website. Twenty-six statements were published in 2022.
INTERNAL CONTROL AND RISK MANAGEMENT SYSTEMS
INTERNAL ENVIRONMENT
The internal environment is a major factor in the Group’s
culture, since it determines the staff’s level of awareness
in terms of the need for monitoring and managing risks.
It forms the basis for all of the other internal control
aspects. Factors that have an impact on the internal
environment specifically include:
• Integrity and ethics
• Family values
• The management style
• The policy for delegating responsibilities
• The organisation policy
• The staff’s expertise
• The training policy.
RISK MANAGEMENT POLICY
The risk management policy is implemented by the
Group Executive Committee under the supervision of the
Audit, Compliance and Risk Committee and of the Board
of Directors. It includes the definition of targets, the
assessment of risks and responses to such risks.
The work relating to risk management is summarised in
a risk map, which is reviewed and discussed by the Audit,
Compliance and Risk Committee on a regular basis.
The risks relating to the investments vary significantly
and are addressed by management and the entire team.
Luxempart is involved in managing its investments’ risks
by attending the meetings of Board of Directors, Audit
Committees, or via other means.
DEFINITION OF TARGETS, THE ASSESSMENT OF
RISKS, AND RESPONSE TO RISKS
Financial risks
The main risks that the Group faces are financial risks,
and especially market risks. The financial risks are set out
in note 24 to the consolidated financial statements.
In the case of the listed securities portfolio, the risk of
price fluctuations relating to changes in the market price
is determined by price volatility on the stock exchanges
on which the Group operates (Paris, Frankfurt, Brussels,
London, etc). The price risk relating to the listed assets
is reduced thanks to the portfolio’s diversification, from
both a geographical and sector standpoint.
The financial risks relating to the private equity portfolio
are primarily correlated to trends in the financial markets
and the listing exchanges in the countries in which
Luxempart’s equity investments operate but are also
influenced by the financial multiples recorded at the
time of purchase and sale transactions. Furthermore,
private equity portfolios have experienced lower
volatility than listed equity portfolios in general since
2008. Nevertheless, the financial risks incurred by
Luxempart’s private equity portfolio are also mitigated
by the geographical diversification of the investments,
by the type of intervention (Investment Funds and Direct
equity investments), as well as by the sector-based
diversification of investments.
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STATEMENT OF GOVERNANCE STATEMENT OF GOVERNANCE
Risks relating to the preparation of financial
information
Luxempart has an accounting department that processes
the accounting information received. The department
works in such a way that tasks are performed on an
ongoing basis in the event that one person is absent. The
detailed process for monitoring and encoding accounting
documents is explained in an accounting procedure.
Risk relating to non-compliance with the legislation
Luxempart pays attention to the trends and to complying
with the legislation and regulations. The processing
of specific transactions is the subject of a specific
assessment, which includes consulting the statutory
auditor or other specialists.
Reputational risk
Luxempart ensures that the Company’s core values and
behavioural rules are complied with.
Climate-related and other ESG risk
The Group is not directly exposed to significant climate-
related or other environmental risk. Luxempart
acknowledges that the ESG factors are having an
increasing impact on its business environment.
Management is working on better monitoring and
managing the ESG risk in general and the climate-related
risk in particular. Luxempart has developed a framework
as well as a risk management system that allows to limit
the ESG risk and to seize ESG opportunities to create
value. Based on this framework, Management continues
to closely monitor the portfolio companies and to support
their sustainability initiatives.
The Sustainability Committee together with Management,
ensures that the Group is compliant with all applicable
sustainability laws and regulations.
Control activities
Day-to-day tasks relating to internal control are under
the supervision of the CFO and the Audit, Compliance and
Risk Committee.
Luxempart has introduced a policy aimed at separating
tasks and delegating authority in order to make it hard to
intentionally carry out fraud and to make identifying any
mistakes easier.
As part of its assignment for reviewing the Group’s
financial statements, the statutory auditor reviews
the internal control system relating to preparing and
presenting the financial statements in effect at the Group.
The statutory auditor informs the Board of Directors
and the Audit, Compliance and Risk Committee, where
applicable, of any significant weaknesses in the internal
control process relating to the preparation of the financial
information that they may record during their audit.
The Audit, Compliance and Risk Committee’s role in
preparing the financial information and preventing risk
The Audit, Compliance and Risk Committee reviews the
financial information, the consolidation process and the
valuation of Luxempart’s financial assets. Furthermore,
the Audit, Compliance and Risk Committee reviews the
internal control system in terms of finance, accounting
and legal and compliance issues. The Audit, Compliance
and Risk Committee also monitors the financial reporting
process.
The Audit, Compliance and Risk Committee ensures the
following in that context:
• The independence of its members
• The prior approval of the selection process of the
statutory auditor and its compensation
• Obtaining an annual statement of independence from the
statutory auditor
• Proper communication between the statutory auditor
and the accounting department and the Company’s
Management
• The performance of one-off internal audit assignments
in addition to the work performed by the financial
controller;
• The proper preparation of the financial information
• The review and approval of the financial information by
the Company’s Management
• Making recommendations to the Board of Directors in
the following areas:
• The year-end process, and the management
reports containing financial information
• Identifying and managing the Group’s
main risks
• The accounting procedures
• The rules for preventing insider trading and
market manipulation offences
The Chairman of the Audit, Compliance and Risk
Committee prepares a report on its work for each Board of
Directors’ meeting and issues tangible recommendations
to the Board of Directors on the aforementioned points
and makes sure they are implemented.
The Board of Directors reviews and approves the yearly
and half-yearly financial information.
Information and communications
Luxempart makes efforts to obtain and provide all
of the relevant and high-quality information required
for its proper operation. The human dimension of
its team enables effective internal communications.
Internal information systems are in place and enable
the communication of relevant information, e.g. the
documentation used to prepare the various committees
and meetings and communication of management data
(NAV, internal memos and reports).
OVERSIGHT AND STEERING
The Board of Directors and the Audit, Compliance and
Risk Committee assess the implementation and proper
operation of the risk management and internal control
system on an annual basis.
The oversight and monitoring activities are performed
by the Board of Directors and the Audit, Compliance and
Risk Committee. Given Luxempart’s size, no independent
internal audit function has been set up at the Company to
date. The Audit, Compliance and Risk Committee assesses
the need to commission one-off assignments entrusted to
an external service provider on an annual basis.
/ 111/ 110
STATEMENT OF GOVERNANCE STATEMENT OF GOVERNANCE
COMPLIANCE WITH THE
PRINCIPLES OF STOCK EXCHANGE
COMPANY GOVERNANCE
Luxempart adopted a clear, transparent and public
corporate governance regime (principle 1). Its Board
of Directors is competent, diversified and aware of the
interests of the Company and its shareholders (principle
3). Specialised Committees are operational. The positions
of Chairman and Managing Director are separate. The
Board of Directors functions as a collective body and
ensures the long-term interest of the company (principle
2). The Board of Directors conducts regular self-
assessments that result in concrete recommendations
improving governance.
As regards the independence criteria (principle 3,
recommendation 3.5), more than half of the members of
the Board are independent Directors. Three women sit on
the Board at this time.
The members of the Board of Directors are appointed by
an independent Nomination Committee (principle 4). One
of the members of the Committee has extensive human
resources skills, being a partner of an international HR
consultancy and recruitment firm.
The Board of Directors has adopted a Code of good conduct
including rules governing conflicts of interest as well
as a Dealing Code regulating the trading of Luxempart
securities and interests in portfolio companies, including
the directors of direct or indirect parent companies, in
order to comply with principle 5: «ethics»..
The Group Executive Committee is composed of high-
level professionals with complementary skills (principle
6). Controversial debate and respect for critical opinions
are cultivated in the Group Executive Committee.
The Company has adopted a remuneration policy
(principle 7) published in the Governance charter.
The fixed remuneration is in line with market practice. The
variable remuneration was reviewed thoroughly in 2019
with the help of a consultant. The variable remuneration
is long term and is designed such as to outperform the
European stock market index and to align team interests
with shareholder interests. Moreover, the stock option
plan is a long term scheme aimed at retaining talented
managers in a highly competitive human resources
environment.
The amounts paid out each year to the Directors and to
Management are published, including the status of the
stock options. The compensation policy was vetted by
a specialized firm and the calculations are regularly
reviewed by the auditor.
The financial reporting, internal control and risk
management (principle 8) are carried out by an internal
team composed of accountants, legal experts, investment
managers (for the valuations) and a financial controller
with auditing experience. They all act under the
supervision of an experienced Chief Financial Officer, who
is also member of the Group Executive Committee. The
Audit, Compliance and Risk Committee is chaired by a
specialist with extensive knowledge in audit and finance.
The advisory services provided by the auditor were limited
to a minimum in order to safeguard his independence. Tax
advice has accordingly been transferred entirely to third
party service providers.
Finally, as regards respect for the rights of shareholders
and equal treatment (principle 10), the Company
appointed a compliance officer to monitor compliance
with the transparency rules, the egalitarian dissemination
of information and the application of procedures to prevent
insider trading. The General Meetings of Shareholders are
held in accordance with the law and a discussion by and
between Management, the Board of Directors and the
shareholders is ensured.
/ 113/ 112
CONSOLIDATED
FINANCIAL
STATEMENTS
at 31 December 2022
/ 115/ 114
CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS
CONTENTS
REPORT OF THE RÉVISEUR D’ENTREPRISES AGRÉÉ .........................................P.118
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
FOR THE YEAR ENDED 31 DECEMBER 2022 ..........................................................P.124
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022 ..........................................................P.125
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AT 31 DECEMBER 2022 ...............................................................................................P.126
CONSOLIDATED STATEMENT OF CASH FLOW
FOR THE YEAR ENDED 31 DECEMBER 2022 ..........................................................P.128
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEARS ENDED 31 DECEMBER 2021 AND 2022 ................................... P.130
• Note 1 - General information ....................................................................................................P.132
• Note 2 - Consolidation principles, valuation rules, and accounting standards ..............P.132
• Note 3 - Segment information ..................................................................................................P.140
• Note 4 - Operating expenses .................................................................................................... P.148
• Note 5 - Staff costs ....................................................................................................................P.148
• Note 6 - Dividend income ..........................................................................................................P.149
• Note 7 - Financial income and expenses ................................................................................P.150
• Note 8 - Current tax expenses .................................................................................................P.150
• Note 9 - Intangible and tangible assets .................................................................................P.152
• Note 10 - Financial assets at fair value through profit or loss ..........................................P.153
• Note 11 - Non-current loans and receivables .......................................................................P.156
• Note 12 - Current loans and receivables ...............................................................................P.156
• Note 13 - Bank deposits, cash and cash equivalents ..........................................................P.156
• Note 14 - Capital and share premium.....................................................................................P.157
• Note 15 - Reserves and own shares ....................................................................................... P.158
• Note 16 - Dividends paid ...........................................................................................................P.160
• Note 17 - Non-current provisions ............................................................................................P.160
• Note 18 - Current liabilities ......................................................................................................P.161
• Note 19 - List of subsidiaries ....................................................................................................P.161
• Note 20 - Main off-balance sheet rights and commitments ...............................................P.164
• Note 21 - Directors’ allowances and executive management remuneration ..................P.164
• Note 22 - Remuneration of the Réviseur d’entreprises agréé ............................................P.165
• Note 23 - Related parties .......................................................................................................... P.165
• Note 24 - Financial risks ...........................................................................................................P.166
• Note 25 - Post closing events...................................................................................................P.168
/ 117/ 116
CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS
To the Shareholders of
Luxempart S.A.
12, rue Léon Laval
L-3372 Leudelange
Luxembourg
KPMG Audit S.à r.l.
39, Avenue John F. Kennedy
L-1855 Luxembourg
REPORT OF THE RÉVISEUR D’ENTREPRISES AGRÉÉ
Report on the audit of the consolidated nancial statements
Opinion
We have audited the consolidated financial statements of Luxempart S.A. and its subsidiaries (the "Group"), which
comprise the consolidated statement of financial position as at 31 December 2022, and the consolidated statement
of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for
the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting
policies.
In our opinion, the accompanying consolidated financial statements give a true and fair view of the consolidated financial
position of the Group as at 31 December 2022 and of its consolidated financial performance and its consolidated cash
flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs) as adopted by
the European Union.
Basis for opinion
We conducted our audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 on the audit
profession (“Law of 23 July 2016”) and with International Standards on Auditing (“ISAs”) as adopted for Luxembourg
by the Commission de Surveillance du Secteur Financier ("CSSF"). Our responsibilities under the EU Regulation N°
537/2014, the Law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the
"Responsibilities of "réviseur d'entreprises agréé" for the audit of the consolidated financial statements" section of our
report. We are also independent of the Group in accordance with the International Code of Ethics for Professional
Accountants, including International Independence Standards, issued by the International Ethics Standards Board for
Accountants ("IESBA Code") as adopted for Luxembourg by the CSSF together with the ethical requirements that are
relevant to our audit of the consolidated financial statements, and have fulfilled our other ethical responsibilities under
those ethical requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
consolidated financial statements of the current period. These matters were addressed in the context of the audit of
the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
Valuation of nancial assets
a) Why the matter was considered to be one of most significance in our audit of the consolidated financial
statements for the year ended 31 December 2022
Refer to Note 2 Consolidation principles, valuation rules, and accounting standards, Note 10 Financial assets at fair value
through profit or loss and Note 24 Financial risks to the consolidated financial statements.
The Group holds financial assets which are measured at fair value in accordance with IFRS. Those financial assets
represent 90% of total assets, and 87% of financial assets are investments for which the fair value is not determined by
reference to a quoted price ("non-quoted investments").
For non-quoted investments, the fair value is determined through the application of valuation techniques in accordance
with International Private Equity and Venture Capital Valuation Guidelines, and relevant IFRS. The application of
valuation techniques involves the exercise of significant judgment by Management in relation to the choice of valuation
technique employed and assumptions used for the respective models.
The judgment involved and the significance of the amount relative to other captions in the consolidated financial
statements led us to identify the fair value of non-quoted investments, as key audit matter.
b) How the matter was addressed in our audit
Our procedures over the valuation of financial assets include, but are not limited to:
-Gaining an understanding of the Management's process and controls related to valuation of financial assets.
- Assessing compliance of valuation techniques with the International Private Equity and Venture Capital Valuation
Guidelines, and relevant IFRS
- Verifying key inputs to the valuation models used by Management and checking the accuracy of the computation of the
valuation models.
- Obtaining the external expert valuation report used by Management to assess the fair value of a sample of investments
as at 31 December 2022.
- For a sample of instruments, involving our valuation specialists to inspect valuation models and challenge key
assumptions applied by Management.
- Verifying the completeness, relevance and accuracy of the disclosures in relation to the impairment of financial assets.
/ 119/ 118
CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS
Other information
The Board of Directors is responsible for the other information. The other information comprises the information stated
in the consolidated report including the consolidated management report and the Corporate Governance Statement but
does not include the consolidated financial statements and our report of the “réviseur d'entreprises agréé” thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial
statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the
work we have performed, we conclude that there is a material misstatement of this other information, we are required
to report this fact. We have nothing to report in this regard.
Responsibilities of the Board of Directors for the consolidated nancial statements
The Board of Directors is responsible for the preparation and fair presentation of the consolidated financial statements
in accordance with IFRSs as adopted by the European Union, and for such internal control as the Board of Directors
determines is necessary to enable the preparation of consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
The Board of Directors is responsible for presenting and marking up the consolidated financial statements in compliance
with the requirements set out in the Delegated Regulation 2019/815 on European Single Electronic Format (“ESEF
Regulation”).
In preparing the consolidated financial statements, the Board of Directors is responsible for assessing the Group’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the Board of Directors either intends to liquidate the Group or to cease operations, or
has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group's financial reporting process.
Responsibilities of the réviseur d'entreprises agréé for the audit of the consolidated nancial statements
The objectives of our audit are to obtain reasonable assurance about whether the consolidated financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue a report of the “réviseur
d'entreprises agréé” that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs
as adopted for Luxembourg by the CSSF will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
Our responsibility is to assess whether the consolidated financial statements have been prepared in all material respects
with the requirements laid down in the ESEF Regulation.
As part of an audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs as adopted
for Luxembourg by the CSSF, we exercise professional judgment and maintain professional skepticism throughout the
audit. We also:
• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal
control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the Board of Directors.
• Conclude on the appropriateness of the Board of Directors' use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our report of the “réviseur d'entreprises agréé” to the related disclosures in
the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our report of the “réviseur d'entreprises agréé”. However, future
events or conditions may cause the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the
disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities and business activities
within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction,
supervision and performance of the Group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we identify during
our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be
thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the consolidated financial statements of the current period and are therefore the key audit
matters. We describe these matters in our report unless law or regulation precludes public disclosure about the matter.
/ 121/ 120
CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS
Report on other legal and regulatory requirements
We have been appointed as “réviseur d'entreprises agréé” by the shareholders on 25 April 2022 and the duration of
our uninterrupted engagement, including previous renewals and reappointments, is one year.
The consolidated management report is consistent with the consolidated financial statements and has been prepared in
accordance with applicable legal requirements.
The Corporate Governance Statement is included in the management report. The information required by Article 68ter
paragraph (1) letters c) and d) of the law of 19 December 2002 on the commercial and companies register and on the
accounting records and annual accounts of undertakings, as amended, is consistent with the consolidated financial
statements and has been prepared in accordance with applicable legal requirements.
We confirm that the audit opinion is consistent with the additional report to the audit committee or equivalent.
We confirm that the prohibited non-audit services referred to in the EU Regulation N° 537/2014 were not provided and
that we remained independent of the Group in conducting the audit.
We have checked the compliance of the consolidated financial statements of the Group as at 31 December 2022 with
relevant statutory requirements set out in the ESEF Regulation that are applicable to consolidated financial statements.
For the Group it relates to:
• Consolidated financial statements prepared in a valid xHTML format;
• The XBRL markup of the consolidated financial statements using the core taxonomy and the common rules on markups
specified in the ESEF Regulation.
In our opinion, the consolidated financial statements of Luxempart S.A. as at 31 December 2022, have been prepared, in
all material respects, in compliance with the requirements laid down in the ESEF Regulation.
Our audit report only refers to the consolidated financial statements of Luxempart S.A. as at 31 December 2022,
identified as luxempart-2022-12-31.zip, prepared and presented in accordance with the requirements laid down in the
ESEF Regulation, which is the only authoritative version.
Luxembourg, 23 March 2023 KPMG Audit S.à r.l.
Cabinet de révision agréé
Thierry Ravasio
Partner
/ 123/ 122
CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
FOR THE YEAR ENDED 31 DECEMBER 2022
in thousands of €
Notes 31/12/2022 31/12/2021
Dividend income 6 58,213 50,179
Net gains / (losses) on financial assets 10 7,912 462,780
Profit on investment activities 66,126 512,959
Services / recovery of services 1,498 2,148
Staff costs 5 -14,829 -7,528
Operating expenses 4 -6,822 -6,569
Depreciation and amortisation of non-current assets 9 -85 -99
Profit from operating activities 45,888 500,910
Financial income 7 2,213 471
Financial expenses 7 -537 -1,667
Profit before tax 47,564 499,715
Tax expenses 8 -1,161 -988
Profit for the year 46,403 498,727
Attributable to the owners of the Company 46,403 498,727
Earnings per share attributable to the owners of the Company
Basic weighted average number of shares 15 20,121,560 20,100,894
Diluted number of shares 20,677,276 20,587,857
Earnings per share -
attributable to the owners of the Company (in €)
Basic 2.31 24.81
Diluted 2.24 24.22
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022
in thousands of €
Notes 31/12/2022 31/12/2021
Consolidated profit for the year 46,403 498,727
Items that could be reclassified subsequently to profit or loss : - -
Total comprehensive income 46,403 498,727
Attributable to the owners of the Company 46,403 498,727
Comprehensive income attributable to the owners of the Company
Basic weighted average number of shares 15 20,121,560 20,100,894
Diluted number of shares 20,677,276 20,587,857
Comprehensive income per share attributable
to the owners of the Company (in €)
Basic 2.31 24.81
Diluted 2.24 24.22
The accompanying notes are an integral part of these consolidated financial statements. The accompanying notes are an integral part of these consolidated financial statements.
/ 125/ 124
CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AT 31 DECEMBER 2022
ASSETS
in thousands of €
Notes 31/12/2022 31/12/2021
Non-current assets
Financial assets at fair value through profit and loss 10 1,978,304 2,015,795
Loans and receivables 11 2,612 62
Bank deposits 13 25,000 35,000
Intangible and tangible assets 9 352 368
Total non-current assets 2,006,268 2,051,224
Current assets
Loans and receivables 12 8,068 19,356
Cash and cash equivalents 13 180,762 107,599
Total current assets 188,830 126,955
Total assets 2,195,098 2,178,179
EQUITY AND LIABILITIES
in thousands of €
Notes 31/12/2022 31/12/2021
Equity attributable to the owners of the Company
Capital and share premium 14 66,860 66,860
Reserves 15 2,069,600 1,603,533
Profit for the year attributable to the owners of the Company 46,403 498,727
Total equity attributable to the owners of the Company 2,182,864 2,169,120
Total equity 2,182,864 2,169,120
Non-current liabilities
Non-current provisions 17 2,253 4,193
Total non-current liabilities 2,253 4,193
Current liabilities
Trade and other payables 18 9,981 4,866
Total current liabilities 9,981 4,866
Total liabilities 12,234 9,059
Total equity and liabilities 2,195,098 2,178,179
Total equity attributable to the owners of the Company
(in thousands of €)
Number of outstanding shares 15 20,159,587 20,125,265
Equity per share - attributable to the owners of the company (in €) 108.28 107.78
The accompanying notes are an integral part of these consolidated financial statements. The accompanying notes are an integral part of these consolidated financial statements.
/ 127/ 126
CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CASH FLOW
FOR THE YEAR ENDED 31 DECEMBER 2022
in thousands of €
Notes 31/12/2022 31/12/2021
Profit for the year 46,403 498,727
Adjustments for :
Depreciation and amortisation of non-current assets 85 99
Stock option plan 15 3,137 -
Net gains / (losses) on financial assets 10 -7,912 -462,780
Acquisition of financial assets 10 -198,042 -257,447
Disposal of financial assets 10 243,444 304,099
Net change in loans and receivables 8,740 -14,144
Net change in borrowings and debts 3,175 993
Bank borrowing - -19,169
Other changes - 686
Net cash flows from operating activities 99,030 51,064
Including :
Taxes paid -1,906 -143
Interest paid -142 -300
Interest received 169 10
Acquisitions / disposals of tangible and intangible assets 9 -70 -85
Net cash flows from investing activities -70 -85
Transfer from / (to) deposits accounts 13 10,000 50,000
Disposals / acquisitions of own shares 15 448 -190
Dividends paid 16 -36,244 -32,168
Net cash flows from financing activities -25,796 17,642
Net increase/ (decrease) in cash 73,163 68,621
Cash at the beginning of the year 13 107,599 38,978
Cash at the end of the year 13 180,762 107,599
Net increase / (decrease) in cash 73,163 68,621
The accompanying notes are an integral part of these consolidated financial statements.
/ 129/ 128
CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEARS ENDED 31 DECEMBER 2021 AND 2022
in thousands of € Notes
Capital and
Share premium
Own
shares
Legal
Reserve
Other
reserves
Profit for
the year
Total equity
attributable
to owners of
the Company
Equity at 31/12/2020 66,860 -16,838 5,175 1,490,172 156,695 1,702,064
Dividends paid by the Company
16 - - - -32,168 - -32,168
Allocation of profit - - - 156,695 -156,695 -
Operations on own shares 15 - 306 - 190 - 497
Comprehensive income for the year - - - - 498,727 498,727
Equity at 31/12/2021 66,860 -16,531 5,175 1,614,889 498,727 2,169,120
Dividends paid by the Company
16 - - - -36,244 - -36,244
Allocation of profit - - - 498,727 -498,727 -
Operations on own shares 15 - -182 - 630 - 448
Stock option plan 15 - - - 3,137 - 3,137
Comprehensive income for the year - - - - 46,403 46,403
Equity at 31/12/2022 66,860 -16,714 5,175 2,081,139 46,403 2,182,864
The accompanying notes are an integral part of these consolidated financial statements.
/ 131/ 130
CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT 31 DECEMBER 2022
NOTE 1 - GENERAL INFORMATION
BIL Participations. The Annual General Meeting held on 15 September 1992 decided to change the Company's name
to Luxempart S.A. The consolidated financial statements for the financial years ending on 31 December 2021 and 31
December 2022 incorporate the financial statements of the Company and its subsidiaries ("the Group") and the Group's
share in associates. The Company is listed on the Luxembourg Stock Exchange and registered on the trade register
under no. B27846.
Luxempart is primarily active in Benelux , DACH Region, France and Italy; it actively manages a portfolio of listed and
non-listed companies.
On 23 March 2023, the Board of Directors approved the consolidated financial statements as at 31 December 2022.
The consolidated financial statements will be submitted for approval and publication authorisation during the Annual
General Meeting to be held on 24 April 2023.
NOTE 2 - CONSOLIDATION PRINCIPLES, VALUATION RULES, AND
ACCOUNTING STANDARDS
DECLARATION OF CONFORMITY
The consolidated annual financial statements are prepared in accordance with International Financial Reporting
Standards (IFRS) as adopted by the European Union.
FRAMEWORK FOR PREPARATION AND PRESENTATION OF FINANCIAL STATEMENTS
The consolidated financial statements are presented in thousands of euros (€). The functional currency is the euro (€).
The consolidated financial statements are prepared based on the historical cost, with the exception of financial assets at
fair value through profit and loss and financial assets held for trading, which are measured at fair value.
The valuation principles, methods and techniques are applied consistently within the Group.
The consolidated financial statements have been prepared for the accounting periods ended 31 December 2021 and 31
December 2022 and are presented before allocation of the Company’s profit. The allocation of profit for the year 2022
will be proposed at the Annual General Meeting on 24 April 2023.
SIGNIFICANT MANAGEMENT JUDGMENTS
Qualification as an "investment entity"
Luxempart’s management has made significant judgments when determining that Luxempart qualifies as an investment
entity. Luxempart has the following characteristics of an investment entity:
• It has more than one investment;
• It has more than one investor;
• Being listed, Luxempart has investors that are not related parties;
• It has ownership in form of equity or similar interests, mostly shares in the portfolio companies.
Luxempart’s purpose is to invest its capital solely for returns from capital appreciation and investment income. To meet
this objective, Luxempart has built a strategy on two pillars: the Direct Investments and the Investment Funds. The
Direct Investments are made with a medium to long-term perspective to grant our portfolio companies sufficient time to
implement their strategy, execute their business plan and develop their potential. Each of our pillars has an exit strategy
designed by the Board of directors, which is composed of a majority of independent members who will take the decision
in the best interest of Luxempart.
Valuation of Investments
In preparing the financial statements, the application of the accounting principles and methods described hereafter
requires Luxempart’s management to make assumptions and estimates that may have an impact on the amounts
recognised in the statement of profit or loss, on the valuation of assets and liabilities, on the statement of financial
position, and on the information presented in the accompanying notes. Management makes these estimates and
assumptions based on the information available on the date on which the consolidated financial statements are drawn
up and may be required to exercise its judgment. By nature, valuations based on these estimates are subject to a number
of risks and uncertainties before their future realisation. Consequently, the actual results of the operations in question
may differ from these estimates and therefore may have a material impact on the consolidated financial statements.
CONSOLIDATION PRINCIPLES
Qualifying as an investment entity, Luxempart does not consolidate its subsidiaries and does not apply IFRS 3 when it
acquires control over another entity.
There is one exception to this treatment for subsidiaries providing services that relate to Luxempart’s investment
activities. These subsidiaries are fully consolidated.
Investments in subsidiaries not providing services that relate to Luxempart’s investment activities and investments
where Luxempart has significant influence or joint control are classified as Financial assets at fair value through profit
or loss, in accordance with IFRS 9.
A list of non-consolidated subsidiaries is set out in note 19.
/ 133/ 132
CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS
SUBSIDIARIES THAT PROVIDE INVESTMENT-RELATED SERVICES (FULLY CONSOLIDATED)
A subsidiary providing investment-related services is a company over which Luxempart has control. The Company has
control when it:
• has power over the entity,
• is exposed, or has rights, to variable returns from its involvement with the entity,
• has the ability to use its power over the entity to affect the amount of its returns.
These companies are fully consolidated as from the date the Group obtains the control and ceases when this control
is lost.
Non-controlling interests are presented in equity on the consolidated statement of financial position, separately from
"Equity attributable to the owners of the Company", and classified under "Non-controlling interests". Non-controlling
interests in the Group's profit are also indicated separately on the consolidated statement of profit or loss and classified
under "Non-controlling interests".
Expenses, income, assets, and liabilities of subsidiaries are fully incorporated into the consolidated financial statements.
Transactions between companies of the Group, intercompany accounts, and unrealised profits on intragroup transactions
are fully eliminated.
A list of the Group’s subsidiaries is presented in note 19.
TRANSACTIONS IN FOREIGN CURRENCIES
the rate of the last day of the financial year. Losses or profits from the realisation or conversion of monetary elements
denominated in foreign currencies are recognised in the consolidated statement of profit or loss.
The following exchange rates were used for conversion of the consolidated financial statements. As at 31 December
2022, one euro is equal to:
US Dollar 1.0666 USD
Pound Sterling 0.8845 GBP
Swiss Franc 0.98742 CHF
Danish Crown 7.43644 DKK
INTANGIBLE ASSETS WITH A FINITE USEFUL LIFE
Intangible assets with a finite useful life are valued at cost less accumulated amortisation and accumulated impairment
losses. Amortisation is applied according to the straight-line method based on an estimate of the fixed asset's useful life
and its possible residual value.
Intangible assets are not subject to revaluations. The useful life is as follows:
Acquired software 3 years
TANGIBLE ASSETS
Tangible assets are measured at cost (including transaction costs) less accumulated amortisation and accumulated
impairment losses. Depreciation is applied according to the straight-line method based on an estimate of the useful life
of the said asset. Costs related to maintenance are recognised in the consolidated statement of profit or loss.
Tangible assets are not subject to revaluations.
The estimated useful lives are as follows:
Facilities and transport equipment 3 - 5 years
Other tangible assets, furnishings 10 years
PRINCIPLE OF IMPAIRMENT OF TANGIBLE AND INTANGIBLE ASSETS
At the end of each reporting period, the Group reviews the carrying amount of tangible and intangible assets in order
to determine whether there is any indication that those assets have suffered an impairment loss. If such indication
exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. The
recoverable amount is the higher value between the asset's fair value less costs to sell and its value in use. The value in
use is the discounted value of estimated future cash flows expected from continued use of the asset.
FINANCIAL ASSETS
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss (“AFVPL”) are initially measured at their acquisition cost.
They are stated at fair value and measured at the end of each reporting period. Unrealised capital gains and losses are
recognised in the consolidated statement of profit or loss.
In the event of a sale of an AFVPL, the difference between the net proceeds from the sale and the carrying amount is
recognised in the consolidated statement of profit or loss under “Net gains/(losses) on financial assets”. The transaction
is recognised as at the settlement date.
Financial assets held for trading
Financial assets held for trading classified in current assets are assets acquired mainly with a view to be sold in the
short term.
They are stated at fair value and measured at the end of each reporting period. Changes in fair value are recognised in
the consolidated statement of profit or loss under “Net gains/(losses) on financial assets”
In the event of disposal of a financial asset held for trading, the difference between the net proceeds from the sale and
the carrying amount is recognised in the consolidated statement of profit or loss under “Net gains/(losses) on financial
assets”. The transaction is recognised as at the settlement date.
/ 135/ 134
CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS
Loans and receivables
Loans and receivables are assets not listed on the stock exchange and repayable with fixed maturity. They originate when
the Group either makes funds, assets, or services available. They are part of current assets insofar as their maturity does
not exceed twelve months after the end of the reporting period (short term). Otherwise, they are part of non-current
assets (long-term).
Loans and receivables are measured at amortised cost according to the effective interest rate method. In the event of a
significant loss in value, loans and receivables are impaired through the consolidated statement of profit or loss. Loans
and receivables are considered to be held within a held-to-collect business model consistent with the Group's continuing
recognition of the receivables. Loans and receivables have contractual terms that give rise to cash flows that are solely
payments of principal and interest on the principal amount outstanding. Any gain or loss on derecognition is recognized
in profit or loss.
Cash and cash equivalents, Bank deposits
Cash and cash equivalents include liquidities, sight deposits, and short-term deposits of less than three months, as well
as highly liquid, easily convertible investments.
Cash deposits having a term above three months are presented under “Bank deposits” in the consolidated statement of
financial position.
Cash and cash equivalents and Bank deposits are measured at fair value.
FAIR VALUE OF FINANCIAL ASSETS
Fair value measurements
IFRS 13 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants, on the principal or most advantageous market, at the measurement date.
Financial assets are measured at their fair value at the end of each reporting period.
Listed shares are measured based on their market price on the closing date.
Non-listed financial assets are measured based on valuation methods in line with the requirements of the International
Private Equity and Venture Capital Valuation (IPEV). During the measurement of the fair value of the financial assets in
non-listed companies, Luxempart adopts a multi-criteria approach and applies one or several of the methods described
in the table hereafter.
Discounts may be applied to the values obtained by using each of these methods (discounts for illiquidity, for small
companies, etc.).
Assets categorised as level 3 assets are valued by Luxempart’s investment managers. The valuations are based on
information received from the portfolio companies’ management or by external evaluators and on IFRS compliant market
data (mainly market multiples) that are provided by Capital IQ. The investment managers perform a calibration exercise
at entry date to determine the valuation models used to assess the fair value of the portfolio companies. The unaudited
information used in the valuations is back-tested at each reporting date, when audited information is available. After
being reviewed in detail by the business controller and or CFO, these valuations are submitted to the Group Executive
Committee for approval. Finally, they are submitted to the Audit, Compliance and Risks Committee, which conducts a
detailed analysis of the methods and assumptions used. The Management and Audit, Compliance and Risks Committee
review and analyse the changes in fair value measurement at each period end. The Board of Directors ultimately approves
the fair value measurement of the financial assets when it approves the consolidated financial statements.
Fair value hierarchy
The Group uses a fair value hierarchy that reflects the significance of the data allowing valuations to be established.
•Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;
•Level 2: Data other than quoted market prices included within level 1 that are observable for the asset or liability, either
directly (for example, prices) or indirectly (for example, elements derived from prices);
•Level 3: Data about the asset or liability not based directly on observable market data.
When a level 1 asset is no longer listed, it is reclassified as a level 3 asset as soon as it is delisted. When data on a level
2 asset is no longer observable on a market, that asset is reclassified as a level 3 asset at the period-end.
CAPITAL
Issued shares are considered to be representative of the share capital. Issued equity is recognised at the proceed net
of direct issue costs.
When a company of the Group acquires shares of the parent company, the price paid and the related incurred costs are
recognised and deducted directly in equity at the moment when these shares are cancelled or transferred. When shares
are transferred, the transfer price net of expenses incurred during this transaction and net of taxes is added to the equity.
BANK BORROWINGS
Bank borrowings bearing interest are recognised at the amount of the cash obtained after deducting any direct expenses.
Transaction expenses (if they are material) are amortised over the remaining life of the debt.
SHARE-BASED PAYMENT ARRANGEMENTS
A stock option plan has been granted to the Management and some employees. Each option entitles at exercise to
receive one Luxempart's share (equity-settlement), in exchange of the payment of the strike price. The fair value of the
amount granted to employees with respect to the stock option plan, is recognised at attribution as an expense with the
corresponding increase in equity. The fair value is determined with the Black and Scholes model at initial recognition and
is not remeasured subsequently.
/ 137/ 136
CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS
CURRENT AND DEFERRED TAXES
Income taxes are calculated according to the legal requirements. Advances paid are recognised as receivables and
income tax expenses (corporate income tax and municipal business tax) are estimated and recognised as provisions.
Deferred taxes originate when a temporary difference appears between the taxable base of an asset or liability and the
value at which it appears on the consolidated statement of financial position. Deferred tax is calculated by applying the
tax rate as well as the provisions of the law in force at the time of the calculation.
Deferred tax assets are recognised for all deductible temporary differences (on tax loss carry forwards or other
temporary differences) to the extent that it is probable that taxable profits will be available, against which those
deductible temporary differences can be utilised, or when compensation is possible with existing deferred tax liabilities.
PROVISIONS AND OTHER LIABILITIES
Provisions are recognised once the Group has an actual obligation (legal or implied) resulting from past events that will
probably generate an outflow of resources representative of economic benefits at an amount that can be reasonably
estimated.
Other liabilities are recognised at their nominal value.
SEGMENT INFORMATION
Operating segments are the components of the Group whose results are regularly reviewed by the Group Executive
Committee to make decisions about resources to be allocated to the segment and assess its performance.
The segmental information follows Luxempart’s investment strategy built on two pillars:
• The “Direct Investments” that consists in taking direct participations in companies in the target geographical regions,
which primarily consist of the Benelux Region (Belgium, Luxembourg), France, DACH Region (Germany, Austria,
Switzerland) and Italy
• The “Investment Funds” that consists in the acquisition of shares in Investment Funds mainly active in private equity
and venture capital.
The Group Executive Committee monitors the performance of the Group based on reportings disclosing these segments.
A geographical segmentation is considered not relevant for Luxempart but presented in note 3 in application of IFRS
8.33.
INCOME FROM ORDINARY ACTIVITIES
Luxempart and some of its subsidiaries provide services to other entities within the Group. These services are defined in
a service agreement between the entities involved and are recognised based on the degree of progress.
DIVIDEND INCOME
The Group recognises dividends when they are received or when the right to receive payment is established. They result
from the distribution of profits to holders of equity instruments in proportion to the rights that they hold in a category of
securities making up the capital.
CONSOLIDATED STATEMENT OF CASH FLOWS
with this activity are classified as net cash flows from operating activities. Dividends received are included in the net
income.
Net cash flows from investing activities are composed of flows related to tangible and intangible assets.
Net cash flows from financing activities are composed of transactions on equity ( e.g., dividends paid to the shareholders,
transactions on own shares, capital increase and decrease...) and flows from and to bank deposits.
CHANGES IN ACCOUNTING METHODS
The new IAS/IFRS and their interpretations listed below, which entered into force in 2022, had no impact on the Group’s
consolidated financial statements:
• Amendments to IFRS 3 Business Combinations;
• Amendments to IAS 16 Property, Plant and Equipment;
• Amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets;
• Annual Improvements 2018-2020.
Luxempart has not anticipated the application of the new standards, interpretations and amendments to standards
published by the International Accounting Standards Board (IASB) since 31 December 2022. The Group doesn’t
anticipate a significant impact on consolidated financial statements.
These standards are:
• Amendments to IFRS 17 Insurance contracts (effective for periods beginning on or after January 1st 2023)
• Amendments to IAS 12 Income Taxes (effective for periods beginning on or after January 1st 2023)
• Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2 (effective for periods beginning
on or after January 1st 2023)
• Amendments to IAS 8 Accounting policies (effective for periods beginning on or after January 1st 2023)
• IFRS 17 Insurance Contracts (effective for periods beginning on or after January 1st 2023)
• Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current – Deferral
of Effective Date and Non-current Liabilities with covenants (effective for periods beginning on or after January 1st 2024)
• Amendments to IFRS 16 Leases (effective for periods beginning on or after January 1st 2024).
/ 139/ 138
CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 - SEGMENT INFORMATION
Strategy segmentation
The segmental information follows Luxempart’s investment strategy built on two pillars:
• The “Direct Investments” that consists in taking direct participations in companies in the target geographical regions,
which primarily consist of the Benelux region (Belgium, Luxembourg), France, DACH region (Germany, Austria,
Switzerland) and Italy.
• The “Investment Funds” that consists in the acquisition of shares in Investment Funds mainly active in private equity
and venture capital.
A description of the activities, including returns generated by these investment activities and the allocation of resources,
is given in the Management report under Investment Strategy.
CONSOLIDATED STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
Profit or loss
in thousands of € Direct Investments Investment Funds Others(*) 31/12/2022
Dividend income 53,636 4,578 - 58,213
Net gains / (losses) on financial assets -13,420 38,008 -16,676 7,912
Profit on investment activities 40,216 42,585 -16,676 66,126
Services / recovery of services - - 1,498 1,498
Staff costs - - -14,829 -14,829
Operating expenses - - -6,822 -6,822
Depreciation and amortisation of
non-current assets
- - -85 -85
Profit from operating activities 40,216 42,585 -36,914 45,888
Financial income - - 2,213 2,213
Financial expenses - - -537 -537
Profit before tax 40,216 42,585 -35,237 47,564
Tax expense - - -1,161 -1,161
Profit for the year 40,216 42,585 -36,398 46,403
(*) All assets, liabilities, income and expenses that are not directly allocated to a segment are presented in “Others”
The investment in Foyer represents an important part of the section “Dividend income” and “Net gains / (losses) on
financial assets”. The investment in Foyer represents more than 10% of the total of profit on investment activities.
Assets
in thousands of € Direct Investments Investment Funds Others(*) 31/12/2022
Financial assets at fair value through
profit and loss
1,355,520 384,448 238,330 1,978,304
Bank deposits, loans and receivables 2,612 - 25,000 27,612
Intangible and tangible assets - - 352 352
Total non-current assets 1,358,132 384,448 263,682 2,006,268
Total current assets
- -
188,830 188,830
Total assets 1,358,132 384,448 452,511 2,195,098
Equity and liabilities
in thousands of € Direct Investments Investment Funds Others(*) 31/12/2022
Total equity
- -
2,182,864 2,182,864
Total liabilities -
-
12,234 12,234
Total equity and liabilities - - 2,195,098 2,195,098
/ 141/ 140
CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS
Assets
in thousands of € Direct Investments Investment Funds Others(*) 31/12/2021
Financial assets at fair value through
profit and loss
1,434,191 384,008 197,597 2,015,795
Bank deposits, loans and receivables 62 - 35,000 35,062
Intangible and tangible assets - - 368 368
Total non-current assets 1,434,253 384,008 232,965 2,051,224
Total current assets
- -
126,955 126,955
Total assets 1,434,253 384,008 359,920 2,178,179
Equity and liabilities
in thousands of € Direct Investments Investment Funds Others(*) 31/12/2021
Total equity
- -
2,169,121 2,169,121
Total liabilities -
-
9,059 9,059
Total equity and liabilities - - 2,178,179 2,178,179
CONSOLIDATED STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021
Profit or loss
in thousands of € Direct Investments Investment Funds Others(*) 31/12/2021
Dividend income 48,483 1,696 - 50,179
Net gains / (losses) on financial assets 298,818 159,039 4,924 462,780
Profit on investment activities 347,301 160,734 4,924 512,959
Services / recovery of services - - 2,148 2,148
Staff costs - - -7,528 -7,528
Operating expenses - - -6,569 -6,569
Depreciation and amortisation of
non-current assets
- - -99 -99
Profit from operating activities 347,301 160,734 -7,125 500,910
Financial income - - 471 471
Financial expenses - - -1,667 -1,667
Profit before tax 347,301 160,734 -8,320 499,715
Tax expenses - - -988 -988
Profit for the year 347,301 160,734 -9,308 498,727
(*) All assets, liabilities, income and expenses that are not directly allocated to a segment are presented in “Others”
The investment in Foyer represents an important part of the section “Dividend income” and “Net gains / (losses)
on financial assets”. The investment in Foyer represents more than 10% of the total of profit on investment activities.
/ 143/ 142
CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS
Geographic segmentation
The following table provides details on segmentation information based on country incorporation.
CONSOLIDATED STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
Profit or loss
in thousands of € Benelux DACH France Italy Others 31/12/2022
Dividend income 49,868 6,690 - 919 738 58,213
Net gains / (losses) on financial
assets
-82,440 -3,426 56,757 59,199 -22,177 7,912
Profit on investment activities -32,573 3,263 56,757 60,118 -21,439 66,126
Services / recovery of services 1,498 - - - - 1,498
Staff costs -14,764 - -65 - - -14,829
Operating expenses -6, 764 - -58 - - -6,822
Depreciation and amortisation of
non-current assets
-85 - - - - -85
Profit from operating activities -52,688 3,263 56,634 60,118 -21,439 45,888
Financial income 2,213 - - - - 2,213
Financial expenses -537 - - - - -537
Profit before tax -51,012 3,263 56,634 60,118 -21,439 47,564
Tax expense -1,160 - -1 - - -1,161
Profit for the year -52,172 3,263 56,633 60,118 -21,439 46,403
Assets
in thousands of € Benelux DACH France Italy Others 31/12/2022
Financial assets at fair value
through profit and loss
892,687 432,474 375,642 215,076 62,425 1,978,304
Bank deposits, loans and receivables 27,550 - - - 62 27,612
Intangible and tangible assets 352 - - - - 352
Total non-current assets 920,589 432,474 375,642 215,076 62,487 2,006,268
Total current assets 181,921 6,482 39 23 365 188,830
Total assets 1,102,510 438,956 375,681 215,099 62,852 2,195,098
Equity and liabilities
in thousands of € Benelux DACH France Italy Others 31/12/2022
Total equity 2,182,864
- - - -
2,182,864
Total liabilities 11,705 443 34 1 52 12,234
Total equity and liabilities 2,194,569 443 34 1 52 2,195,098
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CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021
Profit or loss
in thousands of € Benelux DACH France Italy Others 31/12/2021
Dividend income 23,694 23,289 553 929 1,714 50,179
Net gains / (losses)
on financial assets
157,304 215,326 70,030 31,328 -11,209 462,780
Profit on investment activities 180,998 238,615 70,583 32,257 -9,494 512,959
Services / recovery of services 1,968 180 - - - 2,148
Staff costs -7,528 - - - - -7,528
Operating expenses -6,569 - - - - -6,569
Depreciation and amortisation of
non-current assets
-99 - - - - -99
Profit from operating activities 168,770 238,795 70,583 32,257 -9,494 500,910
Financial income 471 - - - - 471
Financial expenses -1,667 - - - - -1,667
Profit before tax 167,574 238,795 70,583 32,257 -9,494 499,715
Tax expense -988 - - - - -988
Profit for the year 166,587 238,795 70,583 32,257 -9,494 498,727
Assets
in thousands of € Benelux DACH France Italy Others 31/12/2021
Financial assets at fair value
through profit and loss
917,147 483,151 384,896 170,218 60,383 2,015,795
Bank deposits, loans and receivables 35,000 - - - 62 35,062
Intangible and tangible assets 368 - - - - 368
Total non-current assets 952,515 483,151 384,896 170,218 60,445 2,051,224
Total current assets 121,699 4,807 - 23 426 126,955
Total assets 1,074,214 487,959 384,896 170,241 60,871 2,178,179
Equity and liabilities
in thousands of € Benelux DACH France Italy Others 31/12/2021
Total equity 2,169,121
- - - -
2,169,121
Total liabilities 8,716 311 20 - 13 9,059
Total equity and liabilities 2,177,837 311 20 - 13 2,178,179
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CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 - OPERATING EXPENSES
The following table provides details on operating expenses:
in thousands of €
2022 2021
External advisors and other similar fees 2,724 3,611
Taxes other than income tax 738 848
Directors allowances 830 859
Administrative expenses and other operating expenses 1,975 719
Rental expenses 474 453
Insurance premiums 82 79
Total 6,822 6,569
All expenses are recognised in the consolidated statement of profit or loss at the time of the transaction.
NOTE 5 - STAFF COSTS
The following table provides details of staff costs and benefits:
in thousands of €
2022 2021
Remuneration, wages and bonuses 13,908 6,908
Social security contributions 455 306
Supplementary pension plan 466 314
Total 14,829 7,528
As at 31 December 2022, "Remuneration, wages and bonuses" comprised expenses amounting to € 990 thousand
relating to the recognition of the stock options attributed to Management and employees in 2022, € 1,085 thousand
relating to previous years' stock option attributions and an adjustment of € 1,787 thousand relating bonus 2021.
Pension plan
The Group has opted for a defined-contribution pension plan and pays annual contributions to a separate entity (Foyer
Vie). The Group will have no legal or implied obligation to pay additional contributions if said entity does not have enough
assets to cover the benefits corresponding to the services rendered by staff members during the current and prior
periods.
Premiums are paid annually and recognised directly in the consolidated statement of profit or loss.
The Group offers defined-contribution pension plans to its employees. Luxempart pays contributions corresponding to a
percentage of the payroll expenses into the retirement scheme in order to fund these benefits. The only obligation with
regard to the retirement scheme involves paying these contributions which are recognised in staff costs.
Number of employees
The following table indicates the average number of employees over the year:
Category 2022 2021
Managers 6 5
Staff 21 19
Total 27 24
NOTE 6 - DIVIDENDS INCOME
The following table breaks down the dividends received during the year:
in thousands of €
2022 2021
Foyer 47,842 21,585
Atenor 1,907 1,816
ESG/Enoflex/Stoll 919 21,276
SES - 175
Others 7,546 5,327
Total 58,213 50,179
/ 149/ 148
CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS
B. RECONCILIATION OF INCOME TAX EXPENSES TO THE ACCOUNTING PROFIT
in thousands of €
2022 2021
Profit before tax 47,564 499,715
Company’s average tax rate 24.94% 25.69
Theoretical tax expense 11,862 128,377
Effect of non-taxable capital gains -1,973 -117,799
Effect of non-taxable dividends -14,518 -12,891
Effect of tax adjustments relating to previous years -8 -
Other tax adjustments 4,631 2,323
Total tax expense -6 10
NOTE 8 - CURRENT TAX EXPENSES
The Group recognises the current tax expenses on the corporate profits as follows:
A. DETAIL OF TAXES
in thousands of €
2022 2021
Corporate income tax (IRC) -6 10
Subtotal income tax expenses (b) -6 10
Net wealth tax 1,167 978
Total 1,161 988
NOTE 7 - FINANCIAL INCOME AND EXPENSES
A. FINANCIAL INCOME
Interets and similar income are mainly composed of interests received on deposit accounts with credit institutions (€
318 thousand), of coupons received (€ 382 thousand) and of interest on loans to participations (€ 1,513 thousand). As
at 31 December 2022, they amount to € 2,213 thousand (2021: € 471 thousand).
B. FINANCIAL EXPENSES
in thousands of €
2022 2021
Bank expenses and interest expenses 394 664
Other expenses 143 1,003
Total 537 1,667
Bank expenses and interest expenses primarily include interests paid on short-term cash advances and negative interests
paid on cash at bank. The other expenses primarily include foreign exchange losses on current assets.
/ 151/ 150
CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9 - INTANGIBLE AND TANGIBLE ASSETS
The movements in intangible and tangible assets that occurred during financial years 2021 and 2022
are as follows:
Cost
in thousands of € Software
Office and
computer
equipment Vehicles Total
as at 31/12/2020 61 552 244 857
Acquisitions - 85 - 85
Disposals - -17 -115 -131
as at 31/12/2021 61 620 129 810
Acquisitions - 70 - 70
Disposals - - - -
as at 31/12/2022 61 690 129 880
Depreciation
in thousands of € Software
Office and
computer
equipment Vehicles Total
as at 31/12/2020 31 224 222 477
Depreciation 7 69 22 98
Disposals - -17 -115 -131
as at 31/12/2021 38 276 129 443
Depreciation 7 78 - 85
as at 31/12/2022 45 354 129 528
Carrying amount
in thousands of € Software
Office and
computer
equipment Vehicles Total
as at 31/12/2021 23 345 0 368
as at 31/12/2022 16 336 0 352
NOTE 10 - FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
The following tables provide details of changes in financial assets at fair value through profit or loss in 2021 and 2022
in thousands of €
Financial assets at fair value
through profit or loss
Fair value as at 31/12/2020 1,599,666
Acquisitions 257,447
Disposals -304,099
Net gains/(losses) on financial assets 462,780
Fair value as at 31/12/2021 2,015,794
Acquisitions 198,042
Disposals -243,444
Net gains/(losses) on financial assets 7,912
Fair value as at 31/12/2022 1,978,304
Financial assets at fair value through profit or loss (“AFVPL”) are classified into two segments, Direct Investments and
Investment Funds. During the 2022 financial year, the Group invested:
• € 174,542 thousand in Direct Investments mainly in Salice, Metalworks, Rimed, and in listed assets (Nexus, Tonies, ...).
• € 14,701 thousand in the Investment Fund activities.
• € 8,799 thousand in Capital at Work portfolio and new bonds portfolio.
The Group sold:
• shares in the Direct Investments for € 2,607 thousand.
• bonds portfolio for € 4,933 thousand.
The Group received :
• a capital distribution for € 4,748 thousand.
• a capital reduction from Luxempart Capital Partners for € 231,156 thousand.
The net capital gains realised in 2022 correspond to the value increase since 31 December 2021.
Assets at fair value through profit or loss are categorised as level 1 and level 3 assets.
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CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS
FAIR VALUE HIERARCHY OF FINANCIAL ASSETS
in thousands of € Level1 Level2 Level3 Total
Fair value as at 31/12/2020 352,402 4,560 1,242,704 1,599,666
Acquisitions 78,126 - 179,322 257,447
Disposals -260,292 -4,150 -39,656 -304,099
Net gains/(losses) on financial assets 109,653 -410 353,537 462,780
Fair value as at 31/12/2021 279,889 - 1,735,906 2,015,795
Level transfer 12,284 -12,284 -
Acquisitions 111,502 86,540 198,042
Disposals -4,956 -238,488 -243,444
Net gains/(losses) on financial assets -43,731 51,643 7,912
Fair value as at 31/12/2022 354,988 - 1,623,315 1,978,304
Level 1: Financial assets consist of listed investments, mainly in Atenor, Technotrans, SNP, Ascom, Tonies, Nexus and
Capital at Work portfolio.
Level 3: Financial assets consist of private-equity investments, mainly in Foyer, Armira Holding, Evariste, Crealis, ESG
and Luxempart Capital Partners SICAR SA.
The investment IHS has been transferred from the Level 3 to the Level 1 since the Group now holds the shares directly
(they were previously held in a non-listed holding).
LEVEL 3 FINANCIAL ASSETS RISK ANALYSIS
The following table sets out the impacts of changes in non-observable data on the fair value of financial assets. The
information on the methods used to determine the fair value of these assets (including the valuation techniques and
input data used) is provided in note 2.
in thousands of € Level 3 for financial assets
Valuation techniques Significant unobservable inputs Fair value Impact -10% Impact +10%
Market multiple Discount for illiquidity and/or minority 860,768 803,965 920,968
Revalued net asset
The net asset value
communicated to the Group
762,547 686,427 838,668
Total 1,623,315 1,490,392 1,759,636
At 31 December 2022, the valuation methods have not significantly changed since 2021.
Level 3 fair value valuation techniques used
The following table provides information on the methods used according to IFRS 13 to determine the fair value of
financial assets in private equity, as well as the valuation techniques and inputs used.
Valuation techniques Use of the technique
Significant
unobservable inputs
Relationship of unobservable
inputs to fair value
Market multiple
Primary valuation
technique used by
Luxempart (in absence
of recent transactions
involving an identical
or similar asset)
Discount for illiquidity
and/or minority between
1% and 41%
The higher the discount, the lower
the fair value
Revalued net asset
For private equity funds
and any similar structures
as well as Investment
entities with assets reco-
gnised at fair value
The net asset value
communicated to the
Group
The higher the net asset value,
the higher the fair value
/ 155/ 154
CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS
in thousands of €
2022 2021
CURRENT ASSETS
Bank deposits 124,000 -
Cash and cash equivalents 56,762 107,599
Total 180,762 107,599
Bank deposits of the Group are placed on accounts with a maturity less than three months.
Deposits bear interest at variable rates in force on the market. An analysis of the liquidity risk is provided in note 24.
NOTE 13 - BANK DEPOSITS, CASH AND CASH EQUIVALENTS
The following table provides details of the bank deposits, cash and cash equivalents:
in thousands of €
2022 2021
NON-CURRENT ASSETS
Bank deposits 25,000 35,000
Total 25,000 35,000
Bank deposits of the Group are placed on accounts with a maturity between 3 to 36 months. Deposits bear interest at
variable rates in force on the market. An analysis of the liquidity risk is provided in note 24.
NOTE 14 - CAPITAL AND SHARE PREMIUM
A. CAPITAL AND SHARE PREMIUM
in thousands of €
2022 2021
Subscribed capital 51,750 51,750
Share premium 15,110 15,110
Total 66,860 66,860
The authorised capital amounts to € 90,000 thousand.
B. CAPITAL MANAGEMENT
As at 31 December 2022, subscribed capital amounts to € 51,750,000 and is represented by 20,700,000 fully paid-up
shares without designation of nominal value. Each share entitles the holder to a dividend and a vote during General
Meetings.
There are no other share classes or options or pre-emptive rights entitling holders to the issuance of shares of another
class that could have a dilutive effect on the number of shares issued.
The Company's share capital may be increased from its current amount to € 90,000,000 through the creation and
issuance of new shares without designation of nominal value, with the same rights and benefits as existing shares.
The Board of Directors has the authorisation, until the 2023 Annual General Meeting, to buy back own shares. The
accounting par value of the shares bought back, including own shares already previously acquired, may not exceed
30% of the subscribed capital. This own share buyback policy is intended to improve the security's liquidity on the stock
exchange, grant shares to managers, cancel the own shares through a decision of the Extraordinary General Meeting, or
transfer these shares to a new shareholder.
In view of the Group's liquidity, all new investments are funded only from the Company's equity. For investments in
private equity, external debt may be used at the level of the investment.
NOTE 11 - NON-CURRENT LOANS AND RECEIVABLES
The non-current loans and receivables consist of loans and receivables with a maturity of more than one year granted to
a portfolio company. As at 31 December 2022, they amount to € 2,612 thousand (2021: € 62 thousand). The fair value of
the non-current loans and receivables does not differ significantly from their carrying amount.
NOTE 12 - CURRENT LOANS AND RECEIVABLES
The following table provides details of the current loans and receivables:
in thousands of €
2022 2021
Receivable from non-consolidated controlled entity 73 12,730
Tax receivables 6,860 5,222
Trade receivables 703 1,136
Accrued interest not yet due 342 242
Other receivables 90 27
Total 8,068 19,356
As at 31 December 2022, Luxempart has claim of € 6,482 thousand against the German tax authorities.
The fair value of short-term receivables does not differ significantly from their carrying amount. The maturity of current
loans and receivables is less than one year.
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CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS
NOTE 15 - RESERVES AND OWN SHARES
A. LEGAL RESERVE
From the net profit of the statutory accounts under Luxembourg GAAP, 5% must be deducted annually to build up the
reserve fund required by Luxembourg law. This deduction will no longer be mandatory when the reserve fund reaches
one-tenth of the share capital.
The legal reserve may not be distributed to the shareholders except in case of dissolution of the Company.
As at 31 December 2022, the legal reserve amounts to € 5,175 thousand (2021: € 5,175 thousand).
B. OTHER RESERVES
in thousands of €
2022 2021
Consolidated reserves 2,068,556 1,605,443
Special reserve 9,446 9,446
Stock option plan reserve 3,137 -
Total 2,081,139 1,614,889
Consolidated reserves
The consolidated reserves are composed of the income accumulated by the subsidiaries since their first consolidation,
as well as some movements related to consolidation entries.
Special reserve
As at 31 December 2022, the special reserve includes the untaxed capital gains from disposal on participations. These
capital gains, recognised in the equity, result from application of Article 54 of the income tax law and are to be reinvested
within two years following the financial year of the disposal. If these gains are not reinvested within this two-year
period, they will be reversed through the consolidated statement of profit or loss and subject to tax.
Stock option plan reserve
As at 31 December 2022, the stock option plan reserve amount to € 3,137 thousand. This reserve is composed of:
• € 990 thousand relating to the recognition of the stock option attributed to Management and employees in 2022. This
expense for 2002 is recognised under ”Remuneration, wages and bonuses” in the consolidated statement of profit or
loss and disclosed in the note 5.
• € 2.146 thousand relating to previous years stock option attribution (partially reclassified from the financial liabilities).
The fair value of the options is calculated according to the Black and Scholes model.
In 2009, Luxempart established a stock option plan for members of management and some employees. For financial
year 2022, the Board of Directors granted 114.400 Luxempart options with an exercise price of € 76.29 per share.
The table below summarises the movements of the year:
Total
Number of options outstanding as at 01/01/2022 462,592
Options exercised in 2022 -59,303
Options issued in 2022 114,400
Number of options outstanding as at 31/12/2022 517,689
The average exercise price of options exercised in 2022 is € 40.62.
The table below provides the plan's characteristics:
Tranche Year Exercise price Exercise period
Share price
when allotted
Tranche 7 2015 34.51 Jul 2019 - Jul 2023 33.79
Tranche 8 2016 33.99 Oct 2020 - Oct 2024 39.78
Tranche 9 2017 52.61 Aug 2021 - Aug 2025 50.00
Tranche 10 2018 56.50 June 2022 - June 2026 47.80
Tranche 11 2019 52.50 May 2023 - May 2027 53.00
Tranche 12 2020 47.73 April 2024 - April 2030 49.00
Tranche 13 2020 46.00 January 2025 - January 2031 49.00
Tranche 14 2022 76.29 January 2026 - January 2032 78.00
Dividend growth 2.1%
Historical volatility of share price 16.9%
As at 31 December 2022, 119,064 options can be exercised.
C. OWN SHARES AND RESERVE FOR OWN SHARES
Number of
shares issued
Number of
own shares
Number of
outstanding shares
As at 31/12/2020 20,700,000 609,678 20,090,322
Acquisitions and disposals - -34,943 34,943
As at 31/12/2021 20,700,000 574,735 20,125,265
Acquisitions and disposals - -34,322 34,322
As at 31/12/2022 20,700,000 540,413 20,159,587
As at 31 December 2022, Luxempart holds 540,413 own shares (2021: 574,735 own shares), with the reserve for own
shares amounting to € -16,714 thousand (2021: € -16,531 thousand).
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CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS
They were excluded from the diluted weighted-average number of ordinary shares calculation because their effect would
have been anti-dilutive. The weighted average number of shares outstanding as at 31 December 2022 is 20,121,560
(2021: 20,100,894).
NOTE 16 - DIVIDENDS PAID
A dividend of € 1.80 gross per share was paid during the first half of 2022 in respect of the 2021 financial year, giving a
total dividend of € 36,244,377 (2021: € 1.60 gross per share, giving a total dividend of € 32,168,065).
The consolidated financial statements as at 31 December 2022 do not include the dividend that will be proposed to
the Annual General Meeting of 24 April 2023. It was not recognised as a liability in the 2022 consolidated financial
statements.
The Board of Directors proposes an ordinary dividend of € 1.98 gross per share. The payment terms of the dividend will
be communicated during the Annual General Meeting of 24 April 2023.
NOTE 17 - NON-CURRENT PROVISIONS
The following table provides details of the non-current provisions:
in thousands of €
2022 2021
Tax provisions 2,102 3,045
Other provisions 152 1,148
Total 2,253 4,193
The tax provisions relate to income taxes, municipal business taxes and net wealth tax for 2022 and previous years.
The provision for stock option plan initially recorded in Other provisions has been reversed in 2022. It was related
to previous stock option plans.
NOTE 18 - CURRENT LIABILITIES
in thousands of €
2022 2021
Tax and social debts 605 473
Trade liabilities 8,790 4,000
Other debts 586 393
Total 9,981 4,866
Tax and social debts include amounts owed to the tax authorities for social security contributions. Trade liabilities and
other debts are mainly composed of amounts due to the Group's suppliers and service providers, as part of its activities.
They also include a provision for the 2022 bonuses, that will be paid in 2023.
The fair value of current liabilities does not differ significantly from their carrying amount.
NOTE 19 - LIST OF SUBSIDIARIES
A. SUBSIDIARIES PROVIDING INVESTMENT RELATED SERVICES, FULLY CONSOLIDATED
The following table lists all subsidiaries providing fully consolidated investment related services to the Company:
Subsidiary Place of incorporation
Percentage held in
31/12/2022
Percentage held in
31/12/2021
Luxempart Invest S.à r.l. Luxembourg - 100.00%
Luxempart Management S.à r.l. Luxembourg 100.00% 100.00%
Luxempart Conseil SAS France 100.00% -
Bravo Capital S.A. Luxembourg 80.00% 80.00%
Given that Luxempart meets the criteria laid down in Article 70 of the Luxembourg Law of 19 December 2002, its
subsidiaries are exempt from the requirements relating to the publication of statutory annual accounts.
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CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS
Subsidiary
Place of
incorporation
Percentage held in
31/12/2022
Percentage held in
31/12/2021
Luxempart Capital Partners SICAR S.A. ** Luxembourg 100.00% 100.00%
Quip Holding GmbH Germany 53.68% 51.00%
Bravo Microfiber Luxembourg - 61.97%
Bravo Capital Partners II SCA-SICAV-RAIF Luxembourg 45.00% -
Bravo Capital Partners SCA RAIF** Luxembourg 100.00% 100.00%
Arbo S.p.a Italy - 40.00%
Metalworks S.p.a Italy - 53.30%
Bravo Luxury S.à r.l. (Vesta) Italy 100.00% 100.00%
Luxempart German Investments S.A.** Luxembourg 100.00% 100.00%
EduPRO GmbH Austria - 60.00%
Arwe Mobility Holding (in liquidation) Germany 50.00% 50.00%
Rimed AG Switzerland - 27.77%
Rattay Group GmbH Germany 39.90% 39.90%
WDS GmbH Germany 44.00% 44.00%
Luxempart German Investments II S.à r.l. Luxembourg 100.00% 100.00%
Novotergum GmbH Germany - 43.80%
Luxempart French Investment S.à r.l. ** Luxembourg 100.00% 100.00%
D’Alba Invest S.à r.l. ** Luxembourg 99.22% 99.22%
Indufin Capital Partners S.A. SICAR ** Belgium 50.00% 50.00%
Axithon S.A. (Axi)* Belgium - 51.40%
This table lists all entities under the Company’s control or significant influence which are measured at fair value through
profit or loss (note 10), as well as their own controlled or under influence subsidiaries. Luxempart neither provided nor
committed to provide financial or other support to any of its non-consolidated subsidiaries.
B. NON-CONSOLIDATED ENTITIES
Subsidiary Place of incorporation
Percentage held in
31/12/2022
Percentage held in
31/12/2021
Indufin NV Belgium 40.00% 40.00%
M-Sicherheitsholding GmbH (Mehler) Germany 30.00% 30.00%
Pescahold S.A. Luxembourg 100.00% 100.00%
Pryco GmbH (Prym) Germany 55.63% 55.60%
Foyer S.A. Luxembourg 31.03% 31.03%
E-Sicherheitsholding GmbH (ESG) Germany 23.06% 27.60%
DMB2 GmbH & Co (Stoll) Germany - 32.80%
Assmann Holding GmbH Germany 49.01% 49.01%
Evariste Holding SAS France 40.00% 40.00%
Luxco Invest S.à r.l. ** Luxembourg 80.53% 80.53%
Efesto Investment S.à r.l. (Metalworks) Italy 30.53% -
* The percentages indicated are the percentages of ownership by Indufin Capital Partners, which is held at 50% by Luxempart Capital Partners SICAR.
** These entities are investments entities, such as defined by IFRS 10.
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CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS
NOTE 20 - MAIN OFF-BALANCE SHEET RIGHTS AND COMMITMENTS
The Group has invested in Investment Funds through its subsidiary Luxempart Capital Partners SICAR.
The commitments represent amounts the Group has contractually committed in the Investment Funds but do not yet
represent a cost or asset. It is an indication of committed future cash flows.
The commitments are recognised in the balance sheet at the moment of settlement.
The commitments at the year end do not impact the Group’s financial results. As at 31 December 2022, Luxempart has
the following undrawn commitment in the Investment Funds strategy :
in thousands of € 2022 2021
Undrawn commitments in EUR 132,748 180,576
Buyout 96,978 141,013
Co-investment 583 497
Secondary Funds 26,399 24,811
Venture Capital 8,788 14,255
Undrawn commitments in USD (converted in EUR) 104,243 68,760
Buyout 54,829 29,450
Co-investment 98 113
Growth Equity 31,905 32,162
Venture Capital 17,410 7,034
Total 236,991 249,336
NOTE 21 - DIRECTORS’ ALLOWANCES AND EXECUTIVE MANAGEMENT
REMUNERATION
in thousands of €
2022 2021
Directors' allowances and attendance fees 1,014 1,049
Management remuneration 5,675 5,157
Total 6,689 6,207
Directors’ allowances and attendance fees as well as executive management remuneration for 2022 is recognised in
"Operating expenses" (note 4) and in “Staff costs” (note 5). The remuneration of executive officers includes a provision
for bonus payable in 2023, relating to 2022.
NOTE 22 - REMUNERATION OF THE RÉVISEUR D’ENTREPRISES AGRÉÉ
The following table shows fees paid to the Réviseur d’entreprises agréé. Audit fees cover the review of the interim
consolidated financial statements as at 30 June and the audits of the statutory and consolidated financial statements as
at 31 December. They do not cover work on subsidiaries’ financial statements, which, where applicable, are audited by
other auditors. The audit fees are recognised in “Operating expenses” (note 4).
in thousands of €
2022 2021
Audit services 100 87
Audit-related services 29 28
Tax services 25 9
Total 154 125
The Réviseur d’entreprises agréé of the Company is also the Réviseur d’entreprises agréé of some subsidiaries
(Luxempart Capital Partners, Indufin Capital Partners, and Bravo Capital Partners). The remuneration of the Réviseur
d'entreprises agréé for these subsidiaries is € 83 thousand (2021: € 78 thousand).
NOTE 23 - RELATED PARTIES
Luxempart has various related parties from relationships with entities managed by the Group :
• Subsidiaries, (including unconsolidated subsidiaries held at fair value due to the IFRS 10 treatment) and Investments
• Management
The related party transactions were made on terms equivalent to those that prevail in arm’s length transactions
Subsidiaries and Investments
Transactions between Luxempart and its fully consolidated subsidiaries, which are related parties of the Company, are
eliminated on consolidation. Details of related party transactions between the Company and its subsidiaries are detailed
below.
Consolidated statement of profit or loss (in thousands of €)
2022 2021
Dividends 49,890 44,333
Services / recovery of services 828 855
Operating expenses 1,204 631
Financial income 1,513 5
Financial expenses 195 64
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CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS
Consolidated statement of financial position (in thousands of €) 2022 2021
Financial assets at fair value throught profit and loss as at 31/12/2021 1,635,883 1,209,752
Movements on Financial assets at fair value throught profit and loss -157,365 425,547
Financial assets at fair value throught profit and loss as at 31/12/2022 1,478,518 1,635,883
Loans and receivables as at 31/12/2021 12,730 -
Movements on loans and receivables -10,180 12,730
Loans and receivables as at 31/12/2022 2,550 12,730
Management
in thousands of € 2022 2021
Board Members, Executive Committee Members
6,689
6,207
NOTE 24 - FINANCIAL RISKS
MANAGEMENT OF MARKET RISK
The Group's major risk is the exposure of its financial assets to market risk. The risk management policy is established and
controlled by the Group Executive Committee, the Board of Directors, and the Audit, Compliance and Risks Committee.
Market risk is the risk of loss in value of financial assets. The main risks and uncertainties to which the Group is exposed
relate to the performance of the financial markets (stock markets, comparable transactions, market multiples, etc.).
Luxempart does not systematically sell its participations based on financial market volatility. In principle, the Group
does not use market risk hedging instruments. It nevertheless regularly monitors changes in the value of its investments.
The investments in companies listed on the stock exchange (mainly stock exchange of Luxembourg, Brussels, and
Frankfurt) represent 16.3 % of the Net Asset Value as at 31 December 2022 (2021: 12.9%).
MANAGEMENT OF INTEREST RATE RISK
Interest risk is the risk that the interest flow on the financial debt and the gross cash may be affected by an unfavourable
change in interest rates.
As at 31 December 2022, this risk is limited due to the small amount of receivables and payables and by the absence of
financial debts.
MANAGEMENT OF FOREIGN EXCHANGE RISK
The Group invests mainly in positions in the Group's functional currency (EUR).
The portfolio of Luxempart is composed of 2 investments that are designated in foreign currency for € 16,541 thousand.
No reasonable change in currency would have an impact on the accounts of Luxempart, as these investments represent
0.8% of the financial assets at fair value through profit or loss.
The portfolio of Luxempart Capital Partners is composed of investments in USD which represent 8.7% of the value of its
total financial assets. No reasonable change in currency would have an impact on the accounts of Luxempart. Therefore,
these investments are not hedged against foreign exchange risk because it is not significant.
MANAGEMENT OF CREDIT RISK
Luxempart granted loans to companies of the Group totalling € 2,612 thousand as at 31 December 2022 (2021: € 62
thousand).
Luxempart has also receivables due from its subsidiaries for an amount of € 73 thousand (2021 : € 12,730 thousand).
Credit risk is the risk that third parties do not meet their commitments towards the Group during transactions entered
into. Credit risk lies not at Luxempart level but at the level of the investments, which are responsible for managing their
credit risk according to the specific terms appropriate for their situation.
If necessary, Luxempart may grant guarantees to companies in which it has invested.
Luxempart minimises its risk exposure by entering into commitments with financial institutions with a high rating
between AA+ and A-. In order to minimise any concentration risk, Luxempart diversifies its exposure will working
several banking institutions, with a maximum to 7.5% of the net asset value.
In 2022, there was no significant change in relation to the credit risk management.
MANAGEMENT OF LIQUIDITY RISK
Luxempart has € 236,991 thousand undrawn commitments resulting from its investments in funds (note 20). The
Management follows the commitments and capital calls on a quaterly basis in order to make further cash available if
necessary. As at 31 December 2022, Luxempart has a high level of cash at bank and bank deposits (€ 334,810 thousand
included Luxempart Capital Partners) and liquid security portfolios (€ 103,436 thousand) that are available to face its
commitments. Given this high level of liquidity, the risk for Luxempart is low.
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CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS
CLIMATE-RELATED AND OTHER ESG RISK
The Group is not directly exposed to significant climate-related or other environmental risks. Luxempart acknowledges
that ESG factors are having an increasing impact on its business environment. Management is working to better monitor
and manage the ESG risks in general and the climate-related risks in particular (incl. the ones on supply on energy).
Luxempart has developed a framework that is the cornerstone of an ESG risk management system in order to limit the
ESG risk and to seize ESG opportunities to create value. Based on this framework, Management continues to closely
monitor the portfolio companies and to support their sustainability initiatives.
The Board of Directors has set up a Substainability Committee that follows sustainability laws and regulations and their
impact on Luxempart, validates corporate and portfolio sustainability action plans and reviews the sustainability report,
including the assessment of ESG risks.
The Sustainability Committee together with Management ensures that the Group is compliant with all the applicable
sustainability laws and regulations.
NOTE 25 - POST CLOSING EVENTS
During the first months of 2023, Luxempart invested in one new company, and sold its stake in another one.
The operations are the following:
On February 6, 2023 Luxempart signed an investment agreement to take a 26% stake in Kestrel Vision, a global leading
player in the development of machine vision-based quality control and inspection solutions for the rigid packaging
industry. This investment, which amounts to EUR 110m in total, will strenghten the company’s financial structure in
order to deploy its future strategy.
Between January 27 and February 27, 2023, Luxempart has sold its 6.1% stake in the listed Danish company TCM. The
sale was realized at an average price of EUR 9.5 per share, representing a total cash inflow of EUR 5.3m.
On February 10, 2023, the Tribunal Supremo, the Spanish highest criminal jurisdiction, took a judgement in the fraud
case of Pescanova, that filed for insolvency in 2013, bringing the loss of Luxempart’s investment. The Court confirmed
prison sentences for most of the culprits but reversed the criminal liability of the Auditor, BDO, thereby increasing
delays to potentially perceive indemnification. This decision of the Supreme Court does not have any negative impact on
Luxempart’s financial situation as the loss was already completely recognized in our accounts by 2014.
On March 10, 2023, the US Government decided to close in emergency the Silicon Valley Bank (SVB), after it faced a
massive bank-run from its customers, upon fears of solvency problems. In order to avoid a possible contagion effect on
other banking institutions, the US Government decided to guarantee the deposits of all the bank’s customers, allowing its
client base, mainly composed of venture funds and their portfolio companies, to be reassured on the continuing access
to their liquidities. At Luxempart, our exposure to the US venture capital sector is mainly indirect, through Investment
Funds, and limited. The Funds Luxempart invested in have reported that no significant unfavorable impact is to be
reported. We hence don’t assess this incident to have a material impact on our Group’s Net Asset Value.
To our knowledge, there were no other significant events since December 31, 2022 that would impact the financial and
patrimonial situation of the Group.
/ 169/ 168
STATUTORY
ANNUAL
ACCOUNTS
at 31 December 2022
STATUTORY ANNUAL ACCOUNTS STATUTORY ANNUAL ACCOUNTS
CONTENTS
Statutory annual accounts
NOTES TO THE ANNUAL ACCOUNTS
AT 31 DECEMBER 2022 ...............................................................................................P.183
• Note 1 - General information ....................................................................................................P.183
• Note 2 - Presentation of the accounts ....................................................................................P.183
• Note 3 - Significant accounting policies .................................................................................P.183
• Note 4 - Intangible and tangible fixed assets .......................................................................P.186
• Note 5 - Financial fixed assets .................................................................................................P.187
• Note 6 - Debtors ..........................................................................................................................P.189
• Note 7 - Creditors .......................................................................................................................P.189
• Note 8 - Capital and reserves ...................................................................................................P.190
• Note 9 - Legal reserve ............................................................................................................... P.190
• Note 10 - Other non available reserves ................................................................................. P.191
• Note 11 - Staff costs .................................................................................................................. P.192
• Note 12 - Other operating expenses .......................................................................................P.192
• Note 13 - Value adjustments in respect of financial assets ............................................... P.192
• Note 14 - Taxes ...........................................................................................................................P.193
• Note 15 - Income from participating interests and from other investments ................. P.193
• Note 16 - Transactions with related parties..........................................................................P.193
• Note 17 - Off balance sheet commitments ............................................................................P.194
• Note 18 - Post balance sheet events ......................................................................................P.194
/ 173/ 172
STATUTORY ANNUAL ACCOUNTS STATUTORY ANNUAL ACCOUNTS
To the Shareholders of
Luxempart S.A.
12, rue Léon Laval
L-3372 Leudelange
Luxembourg
KPMG audit S.à r.l.
39, Avenue John F. Kennedy
L-1855 Luxembourg
REPORT OF THE RÉVISEUR D’ENTREPRISES AGRÉÉ
Report on the audit of the annual accounts
Opinion
We have audited the annual accounts of Luxempart S.A. (the "Company"), which comprise the balance sheet as at 31
December 2022, and the profit and loss account for the year then ended, and notes to the annual accounts, including a
summary of significant accounting policies.
In our opinion, the accompanying annual accounts give a true and fair view of the financial position of the Company as at
31 December 2022 and of the results of its operations for the year then ended in accordance with Luxembourg legal and
regulatory requirements relating to the preparation and presentation of the annual accounts.
Basis for opinion
We conducted our audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 on the audit
profession (“Law of 23 July 2016”) and with International Standards on Auditing (“ISAs”) as adopted for Luxembourg
by the Commission de Surveillance du Secteur Financier (“CSSF”). Our responsibilities under the EU Regulation N°
537/2014, the Law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the «
Responsibilities of “réviseur d'entreprises agréé” for the audit of the annual accounts » section of our report. We are also
independent of the Company in accordance with the International Code of Ethics for Professional Accountants, including
International Independence Standards, issued by the International Ethics Standards Board for Accountants (“IESBA
Code”) as adopted for Luxembourg by the CSSF together with the ethical requirements that are relevant to our audit of
the annual accounts, and have fulfilled our other ethical responsibilities under those ethical requirements. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
annual accounts of the current period. These matters were addressed in the context of the audit of the annual accounts
as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Valuation of financial fixed assets
a) Why the matter was considered to be one of most significance in our audit of the annual accounts for the year
ended 31 December 2022
Refer to Note 3.C Significant Accounting Policies for financial fixed assets, Note 5 Financial Fixed Assets and Note 13
Value Adjustments in Respect of Financial Assets of the annual accounts.
The Company holds financial fixed assets which are measured at historical acquisition price less permanent impairment
in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of annual
accounts. Management performs impairment test to assess whether the fair value of each of those financial assets is at
least equal to their respective carrying value.
Those financial fixed assets represent 82% of total assets, and 70% of financial fixed assets are investments for which
the fair value is not determined by reference to a quoted price (“non-quoted investments”).
For non-quoted investments, the fair value is determined through the application of valuation techniques in accordance
with International Private Equity and Venture Capital Valuation Guidelines, and relevant IFRS. The application of
valuation techniques involves the exercise of significant judgment by Management in relation to the choice of valuation
technique employed and assumptions used for the respective models.
The judgement involved and the significance of the amount relative to other captions in the annual accounts led us to
identify the impairment of non-quoted investments, as key audit matter.
b) How the matter was addressed in our audit
Our procedures over the impairment of financial fixed assets include, but are not limited to:
- Gaining an understanding of the Management's process and controls related to valuation of financial fixed assets,
identification of impairment indicators and impairment testing.
- Assessing compliance of valuation techniques with the International Private Equity and Venture Capital Valuation
Guidelines, and relevant IFRS.
- Verifying key inputs to the valuation models used by Management and checking the accuracy of the computation of the
valuation models.
- Obtaining the external expert valuation report used by Management to assess the fair value of a sample of investments
as at 31 December 2022.
- For a sample of instruments, involving our valuation specialists to inspect valuation models and challenge key
assumptions applied by Management.
- Verifying the completeness, relevance and accuracy of the disclosures in relation to the impairment of financial
fixed assets.
/ 175/ 174
STATUTORY ANNUAL ACCOUNTS STATUTORY ANNUAL ACCOUNTS
Other information
The Board of Directors is responsible for the other information. The other information comprises the information stated
in the annual report including the management report and the Corporate Governance Statement but does not include the
annual accounts and our report of the “réviseur d'entreprises agréé” thereon.
Our opinion on the annual accounts does not cover the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the annual accounts, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the annual accounts or our knowledge obtained in
the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are required to report this fact. We have nothing to report
in this regard.
Responsibilities of the Board of Directors for the annual accounts
The Board of Directors is responsible for the preparation and fair presentation of the annual accounts in accordance with
Luxembourg legal and regulatory requirements relating to the preparation and presentation of the annual accounts, and
for such internal control as the Board of Directors determines is necessary to enable the preparation of annual accounts
that are free from material misstatement, whether due to fraud or error.
The Board of Directors is responsible for presenting the annual accounts in compliance with the requirements set out in
the Delegated Regulation 2019/815 on European Single Electronic Format (“ESEF Regulation”).
In preparing the annual accounts, the Board of Directors is responsible for assessing the Company’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting process.
Responsibilities of the réviseur d'entreprises agréé for the audit of the annual accounts
The objectives of our audit are to obtain reasonable assurance about whether the annual accounts as a whole are free
from material misstatement, whether due to fraud or error, and to issue a report of the “réviseur d'entreprises agréé” that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted
in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs as adopted for Luxembourg
by the CSSF will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these annual accounts.
Our responsibility is to assess whether the annual accounts have been prepared in all material respects with the
requirements laid down in the ESEF Regulation.
As part of an audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs as adopted
for Luxembourg by the CSSF, we exercise professional judgment and maintain professional skepticism throughout the
audit. We also:
• Identify and assess the risks of material misstatement of the annual accounts, whether due to fraud or error, design
and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than
for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal
control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the Board of Directors.
• Conclude on the appropriateness of the Board of Directors' use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our report of the “réviseur d'entreprises agréé” to the related disclosures
in the annual accounts or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our report of the “réviseur d'entreprises agréé”. However, future events or
conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the annual accounts, including the disclosures, and whether
the annual accounts represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we identify during
our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be
thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the annual accounts of the current period and are therefore the key audit matters. We describe
these matters in our report unless law or regulation precludes public disclosure about the matter.
/ 177/ 176
STATUTORY ANNUAL ACCOUNTS STATUTORY ANNUAL ACCOUNTS
Report on other legal and regulatory requirements
We have been appointed as “réviseur d'entreprises agréé” by the Shareholders on 25 April 2022 and the duration of our
uninterrupted engagement, including previous renewals and reappointments, is one year.
The management report is consistent with the annual accounts and has been prepared in accordance with applicable
legal requirements.
The Corporate Governance Statement is included in the management report. The information required by Article 68ter
paragraph (1) letters c) and d) of the law of 19 December 2002 on the commercial and companies register and on the
accounting records and annual accounts of undertakings, as amended, is consistent with the annual accounts and has
been prepared in accordance with applicable legal requirements.
We confirm that the audit opinion is consistent with the additional report to the audit committee or equivalent.
We confirm that the prohibited non-audit services referred to in the EU Regulation N° 537/2014 were not provided and
that we remained independent of the Company in conducting the audit.
We have checked the compliance of the annual accounts of the Group as at 31 December 2022 with relevant statutory
requirements set out in the ESEF Regulation that are applicable to annual accounts.
For the Company it relates to:
• Annual accounts prepared in a valid xHTML format.
In our opinion, the annual accounts of Luxempart S.A. as at 31 December 2022 identified as luxempart-2022-12-31.
zip have been prepared, in all material respects, in compliance with the requirements laid down in the ESEF Regulation.
Our audit report only refers to the annual accounts of Luxempart S.A. as at 31 December 2022 prepared and presented
in accordance with the requirements laid down in the ESEF Regulation, which is the only authoritative version.
Luxembourg, 23 March 2023 KPMG Audit S.à r.l.
Cabinet de révision agréé
Thierry Ravasio
Partner
/ 179/ 178
STATUTORY ANNUAL ACCOUNTS STATUTORY ANNUAL ACCOUNTS
BALANCE SHEET
AT 31 DECEMBER 2022
Assets
in thousands of € Notes 31/12/2022 31/12/2021
Fixed assets
Intangible fixed assets
4
Concessions, patents, licences,
trademarks, and similar rights and assets
16 24
Tangible fixed assets
4
Other fixtures and fittings,
tools and equipment
320 344
Financial fixed assets
5
Shares in affiliated undertakings 223,161 440,011
Participating interests 334,878 305,631
Loans to undertakings with which the Company
is linked by virtue of participating interests
2,550 -
Investments held as fixed assets 455,144 343,047
Total fixed assets 1,016,069 1,089,057
Current assets
6
Trade debtors 723 1,182
becoming due and payable within one year 723 1,182
Amounts owed by affiliated undertakings 73 12,730
becoming due and payable within one year 73 12,730
Other debtors 7,426 5,605
becoming due and payable within one year 7,364 5,543
becoming due and payable after more than one year 62 62
Investments 26,715 36,533
Own shares 8 16,715 16,533
Other investments 10,000 20,000
Cash at bank and in hand 195,653 121,806
Total current assets 230,590 177,856
Total assets 1,246,659 1,266,913
BALANCE SHEET
AT 31 DECEMBER 2022
Liabilities
in thousands of € Notes 31/12/2022 31/12/2021
Capital and reserves
8
Subscribed capital 51,750 51,750
Share premium account 66,945 66,945
Reserves
Legal reserve 9 5,175 5,175
Reserve for own shares 16,714 16,533
Other reserves 1,042,038 923,142
Other available reserves 1,026,339 907,443
Other non available reserves 10 15,699 15,699
Profit brought forward 40,000 35,500
Profit /(loss) for the financial year 11,813 159,822
Total capital and reserves 1,234,435 1,258,867
Provisions
Provisions for taxation 2,254 3,097
Other provisions - 25
Total provisions 2,254 3,122
Creditors
7
Trade creditors 7,197 3,993
becoming due and payable within one year 7,197 3,993
Amounts owed to affiliated undertakings 1,527 -
becoming due and payable after more than one year 1,527 -
Other creditors 1,245 931
Tax authorities 394 262
Social security authorities 256 268
Other creditors 595 401
becoming due and payable within one year 595 401
Total creditors 9,970 4,924
Total liabilities 1,246,659 1,266,913
The accompanying notes are an integral part of these annual accounts.
The accompanying notes are an integral part of these annual accounts.
/ 181/ 180
STATUTORY ANNUAL ACCOUNTS STATUTORY ANNUAL ACCOUNTS
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2022
in thousands of € Notes 31/12/2022 31/12/2021
Other operating income 981 1,260
Staff costs 11 -12,689 -7,528
Wages and salaries -12,253 -7,222
Social security costs -393 -267
relating to pensions -371 -221
other social security costs -22 -46
Other staff costs -43 -40
Value adjustments -85 -99
In respect of tangible and intangible fixed assets 4 -85 -99
Other operating expenses 12 -5,647 -5,177
Income from participating interests 15 48,777 41,285
Derived from affiliated undertakings 935 1,471
Other income from participating interests 47,842 39,813
Income from other investments and loans forming
part of the fixed assets
15 10,466 147,653
Other income 10,466 147,653
Other interest receivable and similar income 2,244 501
Derived from affiliated undertakings 6 5
Other interest and similar income 2,238 496
Value adjustments in respect of financial assets and
of investments held as current assets
5,13 -29,759 -15,685
Interest payable and similar expenses -663 -914
Other interest and similar expenses -663 -914
Profit after taxation 13,626 161,295
Other taxes not shown under items above
14
-1,813 -1,473
Profit /(loss) for the financial year 11,813 159,822
NOTES TO THE ANNUAL ACCOUNTS
AT 31 DECEMBER 2022
NOTE 1 - GENERAL INFORMATION
Luxempart S.A. (hereinafter «the Company» or «Luxempart») was incorporated on 25 April 1988 under the name BIL
Participations. The Annual General Meeting of 15 September 1992 decided to change the Company’s name to Luxempart
S.A. The Company is registered on the trade and companies register of Luxembourg under no. B27846. The Company
was created for an unlimited term.
The Company’s registered office is established at 12, rue Léon Laval in Leudelange. The Company is listed on the
Luxembourg Stock Exchange. The Company’s financial year begins on 1 January and closes on 31 December of each
year.
The Company’s purpose is particularly the acquisition of holdings, in whatever form, in other companies as well as
management, control, and development of these investments.
NOTE 2 - PRESENTATION OF THE ACCOUNTS
In addition to the annual accounts, on the basis of the legal and regulatory provisions established by Luxembourg
law, the Company presents consolidated financial statements under IFRS as an investment entity and a consolidated
management report, which are available at the Company’s headquarters and on www.luxempart.lu.
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES
The annual accounts are prepared in accordance with generally accepted accounting principles and in accordance with
the law and regulations in force in the Grand Duchy of Luxembourg.
The annual account are presented in thousands of euros (€). The functional currency is the euro (€). The financial
information presented in a number of tables in the statutory annual accounts have been rounded to the nearest whole
number or the nearest decimal. Therefore, the sum of the numbers in a column may not conform exactly to the total
figure given for that column.
The annual account have been prepared under the historical convention and following the going concern principle.
The main accounting policies adopted by the Company are as follows:
A. FOREIGN CURRENCY TRANSLATION
Monetary assets and liabilities, expressed in foreign currencies, are converted to euros (€) at the exchange rates in force
as at year-end.
Transactions occurring in the financial year, expressed in foreign currencies, are converted to euros (€) at the exchange
rates in force as at the transaction date.
The accompanying notes are an integral part of these annual accounts. The accompanying notes are an integral part of these annual accounts.
/ 183/ 182
STATUTORY ANNUAL ACCOUNTS STATUTORY ANNUAL ACCOUNTS
Only unrealised foreign exchange losses are recorded in the profit and loss account. Exchange gains are recorded in the
profit and loss account at the time of their realisation.
B. INTANGIBLE AND TANGIBLE FIXED ASSETS
Intangible and tangible fixed assets whose use is limited over time are amortised/depreciated on a straight-line basis
according to the following rates.
Asset
Rate
Computer equipment and software 33.3%
Vehicles 20.0%
Furniture and fixtures 10.0%
C. FINANCIAL FIXED ASSETS
Shares in affiliated undertakings
"Affiliated undertakings" refers to a company in which Luxempart has exclusive control, holding decision-making power
on both financial and operational levels. In principle, this control is the consequence of directly holding more than 50%
of the voting rights.
Shares in affiliated undertakings are valued at the historical acquisition price, which includes the expenses incidental
thereto.
In case of permanent impairment, the shares in the affiliated undertakings are the subject to value adjustments in
order to give them the lower value that should be attributed to them as at the end of the reporting period. These value
adjustments are not maintained when the reasons that motivated them have ceased to exist.
Participating interests
"Participating interests" refers to a company in which Luxempart exercises significant influence through its participation
in the political, financial, and operational decisions of the held company. Significant influence is assumed when Luxempart
holds 20% or more of the voting rights. "Participating interests" also refers to companies under joint control.
"Participating interests” are valued at the historical acquisition price, which includes the expenses incidental thereto.
In case of permanent impairment, “participating interests” are subject to value adjustments in order to give them the
lower value that should be attributed to them as at the end of the reporting period. These value adjustments are not
maintained when the reasons that motivated them have ceased to exist.
Investments held as fixed assets
"Investments held as fixed assets" refer to a holding in which Luxempart does not exercise or control significant
influence. This lack of significant influence is assumed if Luxempart does not directly or indirectly hold more than 20%
of the voting rights.
Investments held as fixed assets are valued at the historical acquisition price, which includes the expenses incidental
thereto.
In case of permanent impairment, investments held as fixed assets are subject to value adjustments in order to give
them the lower value that should be attributed to them as at the end of the reporting period. These value adjustments
are not maintained when the reasons that motivated them have ceased to exist.
D. DEBTORS
Debtors are stated at their nominal value and their estimated realisable value. They are subject to value adjustments
when their realisable value is fully or partially unrecoverable.
These value adjustments are not maintained when the reasons that motivated their establishment have ceased to exist.
E. INVESTMENTS
Investments are assets acquired mainly with a view to be sold in the short term and present a profit-taking profile in
the short term.
Investments are valued at the historical acquisition price, which includes the expenses incidental thereto.
If the realisation value is lower than the acquisition cost on the closing date, a value adjustment is recognised. These
value adjustments are not maintained when the reasons that motivated them have ceased to exist.
Own shares are valued at the historical acquisition price and are used to cover the management stock option plan.
F. CREDITORS
Debts are recorded in liabilities at their redemption value.
G. PROVISIONS
Provisions are recognised once Luxempart has an actual obligation (legal or implied) resulting from past events that
will probably generate an outflow of resources representative of economic benefits at an amount that can be reasonably
estimated.
H. INCOME
In the event of disposal of financial assets, the difference between the net proceeds from the sale and the net book value
is entered in the profit and loss account on the line "income from other investments and loans forming part of the fixed
assets". The transaction is recorded on the settlement date.
The Company accounts the dividends received when they are acquired or when the right to receive payment is established.
They are issued from the distribution of profits to the shareholders. And they are entered in the profit and loss account
on the line “Income from participating interests".
/ 185/ 184
STATUTORY ANNUAL ACCOUNTS STATUTORY ANNUAL ACCOUNTS
NOTE 4 - INTANGIBLE AND TANGIBLE FIXED ASSETS
Movements in intangible and tangible fixed assets that occurred during the year are summarised in the table below. The
intangible fixed assets of the Company are composed of acquired software. The tangible fixed assets comprise mainly
computer equipment, vehicles, furniture and fixtures.
in thousands of €
Intangible fixed assets Tangible fixed assets
Gross value as at 01/01/2022 62 739
Acquisitions for the year - 54
Gross value as at 31/12/2022 62 794
Cumulative value adjustments as at 01/01/2022 -38 -395
Value adjustments of the year -7 -78
Cumulative value adjustments as at 31/12/2022 -45 -473
Net book value as at 31/12/2022 16 320
Net book value as at 31/12/2021 24 344
NOTE 5 - FINANCIAL FIXED ASSETS
A. MOVEMENTS IN FINANCIAL FIXED ASSETS
The movements in financial fixed assets that occurred during the year can be summarised as follows :
in thousands of €
Shares in affiliated
undertakings
Participating
interests
Loans to
undertakings
with which
the Company
is linked by
virtue of
participating
interests
Investments
held as fixed
assets
Gross value as at 01/01/2022 463,683 307,183 - 355,716
Acquisitions for the year 15,336 32,042 2,550 150,736
Disposals for the year -231,739 -4,095 - -9,861
Gross value as at 31/12/2022 247,280 335,130 2,550 496,591
Cumulative value adjustments as at
01/01/2022
-23,672 -1,552 - -12,669
Value adjustments of the year -1,005 -793 - -28,779
Reversals of value adjustments of the year 558 2,093 - -
Cumulative value adjustments as at
31/12/2022
-24,119 -252 - -41,448
Net book value as at 31/12/2022 223,161 334,878 2,550 455,144
Net book value as at 31/12/2021 440,011 305,631 - 343,047
The item "Shares in affiliated undertakings" amounts to € 223,161 thousand as at 31 December 2022 (2021: € 440,011
thousand). This variation is principally due to:
• Capital calls in Luxco Invest,
• A redemption and cancellation shares in Luxempart Capital Partners.
The item "Participating interests" amounts to € 334,878 thousand as at 31 December 2022 (2021: € 305,631 thousand).
The main movement is the investment in Metalworks.
The item "Loans to undertakings with which the Company is linked by virtue of participating interests" amounts
to € 2,550 thousand as at 31 December 2022 (2021: € 0).
The item "Investments held as fixed assets" amounts to € 455,144 thousand as at 31 December 2022 (2021: € 343,047
thousand). This change is due to:
• Acquisitions for € 150,736 thousand (acquisition of Nexus, Salice, Rimed, Tonies, strengthening in the listed portfolio
and portfolio bonds),
• Sale for € 9,861 thousand (mainly in the portfolio bonds and Armira),
• Value adjustments for € 28,779 thousand (mainly on SNP, Sogetrel and the listed portfolio and portfolio bonds).
/ 187/ 186
STATUTORY ANNUAL ACCOUNTS STATUTORY ANNUAL ACCOUNTS
B. UNDERTAKINGS IN WHICH LUXEMPART HOLDS AT LEAST 20% IN THE CAPITAL
Company name Registered office Holding %
Equity
(excluding profit
for the year) in
thousands of €
Profit or loss
for the year in
thousands of €
Luxempart Capital Partner Sicar S.A.
12, Rue Léon Laval
L-3372 Leudelange
100.00 524,812 55,747
Luxempart Conseil SAS
2 rue de Miromesnil
F-75008 Paris
100.00 30 4
Luxempart Invest S.à r.l
12, Rue Léon Laval
L-3372 Leudelange
100.00 679 -14
Luxempart Management S.à r.l
12, Rue Léon Laval
L-3372 Leudelange
100.00 27 -3
Pescahold S.A.
12, Rue Léon Laval
L-3372 Leudelange
100.00 8 -2
Luxco Invest S.à r.l
12, Rue Léon Laval
L-3372 Leudelange
80.53 67,220 -40
Bravo Capital S.A.
12, Rue Léon Laval
L-3372 Leudelange
80.00 61 -43
Pryco GmbH *
Maria-Theresia-Str. 11,
D-81675 München
55.63 8,552 3,253
Assmann GmbH *
Auf dem Schüffel,
D-58513 Lüdenscheid
49.01 14,526 5,230
Indufin S.A.
Interleuvenlaan 15 / D1
B-3001 Leuven - Haasrode
40.00 286 64
Evariste Holding SAS *
3 rue Galois ZA Pariwest
F-78310 Maurepas
40.00 37,711 13,608
Foyer S.A.
12, Rue Léon Laval
L-3372 Leudelange
31.03 1,051,074 146,851
M-Sicherheitsholding GmbH **
Maria-Theresia-Str. 11,
D-81675 München
30.00 5,891 35,005
E-Sicherheitsholding GmbH *
Maria-Theresia-Str. 11,
D-81675 München
23.06 -26,257 22,546
Efesto Investment S.à r.l. *
Sede legale in Via
della Repubblica 21/A
I-24060 Castelli Calepio
30.53 24,288 1,626
* Profit or loss 2021
** Profit or loss 2020
NOTE 6 - DEBTORS
As at 31 December 2022:
• Trade debtors amount to € 723 thousand (2021: € 1,182 thousand).
• Amounts owed by affiliated undertakings amount to € 73 thousand (2021: € 12,730 thousand).
• Other debtors becoming due and payable within one year amount to € 7,364 thousand (2021: € 5,543 thousand) and are
made up of tax receivables and social security for € 6,874 thousand (2021: € 5,193 thousand), and other receivables
for € 490 thousand (2021: € 350 thousand). The tax receivables are mainly composed of a tax to be recovered on the
Mehler dividend and the other receivables are mainly accrued interest not collected.
• Other debtors becoming due and payable after more than one-year amount to € 62 thousand (2021: € 62 thousand).
This is the loan towards the investment Nueva Pescanova.
NOTE 7 - CREDITORS
• Trade creditors amount to € 7,197 thousand (2021: € 3,993 thousand).
• Amounts owed to undertakings with which the undertaking is linked by virtue of participating interests for € 1,527
thousand (2021: €0).
• Tax and social security debts total € 650 thousand (2021: € 530 thousand).
• Other creditors amount to € 595 thousand (2021: € 401 thousand).
/ 189/ 188
STATUTORY ANNUAL ACCOUNTS STATUTORY ANNUAL ACCOUNTS
NOTE 8 - CAPITAL AND RESERVES
The movements in the capital and reserves are broken down as follows:
The subscribed capital is represented by 20,700,000 fully paid-up shares without designation of nominal value.
The accounting per value of the own shares is € 1,351 thousand. It represents 2.61% of the subscribed capital in
accordance with Article 430-15 of the law of 10 August 1915.
The Ordinary Annual General Meeting of 25 April 2022 decided to distribute a gross ordinary dividend of € 1.80 per share
for financial year 2021. This dividend was paid in May 2022.
NOTE 9 - LEGAL RESERVE
From the net profit, 5% must be deducted annually to build up the reserve fund required by Luxembourg law. This
deduction will no longer be mandatory when the reserve fund reaches one-tenth of the share capital. The legal reserve
may not be distributed to the shareholders except in case of dissolution of the Company.
NOTE 10 - OTHER NON AVAILABLE RESERVES
As at 31 December 2022, this item amounts to € 15,699 thousand (2021: € 15,699 thousand) and includes the untaxed
capital gains from disposal on participations. These capital gains, recorded in liabilities on the balance sheet, result
from application of Article 54 of the income tax law and are to be reinvested before the end of the second financial year
of operation following the financial year of the disposal. If these capital gains are not reinvested within this two-year
period, they are to be reversed through the profit and loss account and subject to tax.
As at 31 December 2022, an amount of € 2,885 thousand must be reinvested before the end of 2023.
in thousands of € Subscribed capital Share premium Legal reserve
Reserve
for own share Other reserves
Profit
brought forward
Profit
for the year
As at 31/12/2021 51,750 66,945 5,175 16,533 923,142 35,500 159,822
Allocation of result
Dividends -36,244
Other reserves 119,078 -119,078
Reserve own shares 182 -182
-
Profit brought forward 4,500 -4,500
2022 profit 11,813
As at 31/12/2022 51,750 66,945 5,175 16,714 1,042,038 40,000 11,813
/ 191/ 190
STATUTORY ANNUAL ACCOUNTS STATUTORY ANNUAL ACCOUNTS
NOTE 11 - STAFF COSTS
The average number of employees during financial year 2022 amounted to 27 (2021: 24), represented by the following
categories:
Category Number of people 2022 Number of people 2021
Managers 6 5
Support Staff 21 19
Total average of employees
27 24
Staff costs relating to the year are broken down as follows:
in thousands of € 31/12/2022 31/12/2021
Wages and salaries 12,253 7,222
Social security costs accruing by reference to wages and salaries 393 267
Other social security contributions 43 40
Total 12,689 7,548
Of which pensions 466 314
Staff costs include a provision for bonus payable in 2023.
NOTE 12 - OTHER OPERATING EXPENSES
During the year, Luxempart paid net fixed compensation of € 578 thousand to directors (2021: € 578 thousand) and a net
attendance fee of € 252 thousand (2021: € 281 thousand). These amounts are included in "Other operating expenses."
NOTE 13 - VALUE ADJUSTMENTS IN RESPECT OF FINANCIAL ASSETS
This item includes:
• Value adjustments on shares in affiliated undertakings. As at 31 December 2022, Luxempart recorded value adjustments
of € 1,005 thousand (2021: € 2,149 thousand).
• Value adjustments on participating interests. As at 31 December 2022, Luxempart recorded value adjustments of €
793 thousand (2021: € 1,300 thousand).
• Value adjustments on investments held as fixed assets. As at 31 December 2022, Luxempart recorded value adjustments
of € 28,779 thousand (2021: € 12,236 thousand).
NOTE 14 - TAXES
The Company is fully taxable on its trade income at an effective rate of 24.94%. It is also subject to a wealth tax of 0.5%
calculated on the basis of net assets at the beginning of the year. Taxes come from ordinary activities.
As at 31 December 2022, the tax expense is broken down as follows:
in thousands of € 31/12/2022 31/12/2021
Wealth tax 1,167 934
Other taxes 646 539
Total 1,813 1,473
NOTE 15 - INCOME FROM PARTICIPATING INTERESTS AND FROM OTHER
INVESTMENTS
This item consists of:
• Dividends received from Luxempart’s stakes in affiliated undertakings for € 935 thousand in 2022 (2021 : € 1,471
thousand);
• Dividends received from Luxempart’s other financial fixed assets amounting to € 57,278 thousand in 2022 (2021: €
48,532 thousand);
• Capital gains generated on the sale of investments held as fixed assets, net of reversal from previous value adjustments,
amounting to € 472 thousand in 2022 (2021: € 133,312 thousand);
• Reversals of value adjustments on shares in affiliated undertakings for € 558 thousand in 2022 (2021: € 5,622
thousand).
NOTE 16 - TRANSACTIONS WITH RELATED PARTIES
Transactions with related parties comprise mainly :
• Luxempart rebills Foyer Finance, a part of Chairman of the Board of Directors salaries for a total of € 211 thousand
(2021 : € 249 thousand);
• The Foyer Assurances group rebills, on a quarterly basis, office rental expenses and other related expenses, insurance
expenses, and miscellaneous services for a total of € 1,204 thousand (2021: € 631 thousand );
• Transaction fees paid to Capital at Work, a subsidiary of the Foyer Group, amount to € 40 thousand (2021: € 27
thousand) and are included in "Interest payable and similar expenses".
/ 193/ 192
STATUTORY ANNUAL ACCOUNTS STATUTORY ANNUAL ACCOUNTS
NOTE 17 - OFF BALANCE SHEET COMMITMENTS
As at 31 December 2022, Luxempart has a total remaining commitment directly and through its subsidiary Luxempart
Capital Partners SICAR of € 236,991 thousand.
Luxempart has a commitment on its office lease until 29 February 2024 for a monthly amount of € 29,995.
NOTE 18 - POST BALANCE SHEET EVENTS
During the first months of 2023, Luxempart invested in one new company, and sold its stake in another one.
The operations are the following:
On February 6, 2023 Luxempart signed an investment agreement to take a 26% stake in Kestrel Vision, a global leading
player in the development of machine vision-based quality control and inspection solutions for the rigid packaging
industry. This investment, which amounts to EUR 110m in total, will strenghten the company’s financial structure in
order to deploy its future strategy.
Between January 27 and February 27, 2023, Luxempart has sold its 6.1% stake in the listed Danish company TCM. The
sale was realized at an average price of EUR 9.5 per share, representing a total cash inflow of EUR 5.3m.
On February 10, 2023, the Tribunal Supremo, the Spanish highest criminal jurisdiction, took a judgement in the fraud
case of Pescanova, that filed for insolvency in 2013, bringing the loss of Luxempart’s investment. The Court confirmed
prison sentences for most of the culprits but reversed the criminal liability of the Auditor, BDO, thereby increasing
delays to potentially perceive indemnification. This decision of the Supreme Court does not have any negative impact on
Luxempart’s financial situation as the loss was already completely recognized in our accounts by 2014.
On March 10, 2023, the US Government decided to close in emergency the Silicon Valley Bank (SVB), after it faced a
massive bank-run from its customers, upon fears of solvency problems. In order to avoid a possible contagion effect on
other banking institutions, the US Government decided to guarantee the deposits of all the bank’s customers, allowing its
client base, mainly composed of venture funds and their portfolio companies, to be reassured on the continuing access
to their liquidities. At Luxempart, our exposure to the US venture capital sector is mainly indirect, through Investment
Funds, and limited. The Funds Luxempart invested in have reported that no significant unfavorable impact is to be
reported. We hence don’t assess this incident to have a material impact on our Group’s Net Asset Value.
To our knowledge, there were no other significant events since December 31, 2022 that would impact the financial and
patrimonial situation of the Group.
/ 195/ 194
Address
12 Rue Léon Laval
L-3372 Leudelange
Contact
Phone: +352 437 43 51 01
Fax: +352 42 54 62
luxempart@luxempart.lu
luxempart.lu
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