(Translation from the Italian original which remains the definitive version)

Transcription

1 Quarterly consolidated report as at March 31,2014 (Translation from the Italian original which remains the definitive version) Page 1

2 CONTENTS Corporate bodies 3 Directors Report 4 Consolidated Quarterly Report Financial statements 8 Consolidated income statement Statement of consolidated comprehensive income statement Consolidated statement of financial position Statement of changes in consolidated equity Notes to consolidated financial statements as at March, Appendices Statement of the manager in charge of financial reporting Changes in the available for sale financial assets at fair value Changes in equity-accounted investments Loans and receivables 26 Page 2

3 Corporate bodies Board of Directors of Tamburi Investment Partners S.p.A. Giovanni Tamburi Alessandra Gritti Cesare d Amico Vice Chairman Claudio Berretti Alberto Capponi (1)(2) Independent Director * Paolo d Amico Director Giuseppe Ferrero (1) Independent Director * Manuela Mezzetti (1)(2) Independent Director * Bruno Sollazzo (2) Independent Director * Board of Statutory Auditors Chairman and Managing Director Vice Chairman and Managing Director Executive Director and General Manager Giorgio Rocco Silvia Chiavacci Enrico Cervellera Emanuele Cottino Andrea Mariani Chairman Standing statutory auditor Standing statutory auditor Substitute statutory auditor Substitute statutory auditor Independent Auditors PricewaterhouseCoopers S.p.A. (1) Member of the nomination committee and remuneration (2) Member of the committee for risk management and related parties * In conformity with the Code of Conduct Page 3

4 Directors Report of Tamburi Investment Partner group as at March 31, 2014 Tamburi Investment Partners group (hereinafter TIP Group ) ends the first three months of 2014 with a consolidated net profit after tax of about 14.4 million Euro, compared to a loss of 0.9 million Euro of the individual financial statement as at March 31, 2014 of Tamburi Investment Partners S.p.A. (hereinafter TIP ). Following the establishment of the company TXR S.r.l. (investment vehicle through which the investment in Furn Invest S.a.S., that owns Roche Bobois Group, has been made), a company controlled by TIP for the 51%, Clubsette S.r.l. (investment vehicle through which the investment in Ruffini Partecipazioni S.r.l., that owns a stake in Moncler S.p.A., has been made), a company controlled by TIP for the 52.5% and TIPO S.r.l. (a company established in 2014 and focused on the acquisition of stakes in excellent companies that assume the commitment to list on the stock exchange), currently 100% controlled by TIP, the drafting of the consolidated quarterly report has become necessary. The quarterly report presents, for comparative purposes, the balance sheet data as at December 31, 2013 and income statement data of the individual financial statement as at March 31, 2013, with the aim of ensuring uniformity of accounting principles, with particular reference to equity-accounted investments in associates. During the first quarter of 2014 the additional exercise period February 2014 of Warrants TIP S.p.A. 2010/2015 ended. N. 6,714,552 warrants have been exercised and consequently n. 6,714,552 newly issued Tamburi Investment Partners S.p.A. ordinary shares have been subscribed at a price of each, admitted to trading on Mercato Telematico Azionario of Borsa Italiana, with a nominal value of 0.52 Euro each, with regular right and the same characteristics of TIP ordinary shares outstanding as at the issue date, for a total equivalent of 12,536, Euro. Following that subscription the share capital of Tamburi Investment Partners S.p.A. amounts to 74,236, Euro, represented by n. 142,762,040 ordinary shares. During January 2014 TIP has granted to TIPO S.r.l. a shareholder loan of about 5 million Euro for the subscription of a capital increase corresponding to 1.595% of Advanced Accelerator Applications SA ( A.A.A. ), pharmaceutical and diagnostic group incorporated in 2002 by Italian academics as spin-off of CERN (European Organization for Nuclear Research) in Geneva to develop applications and innovative diagnostic and therapeutic products. A.A.A. has operational headquarters in Saint Genis Pouilly (France) and has an extensive pan- European network of manufacturing and research & development laboratories, with a direct presence in France, Italy, Spain, Portugal and Switzerland and a distribution network that covers 16 countries. During January 2014 TXR S.r.l. has acquired further 10,062,500 shares Furn Invest S.a.S., thus holding a global 29.37% stake. The disbursement of TXR was in the range of additional 7.2 million Euro. Page 4

5 In March 2014 TIP, through the investment vehicle Clubitaly S.r.l. ( Clubitaly ), acquired from Eatinvest S.r.l. (controlled by the Farinetti family) the 20% of Eataly S.r.l. ( Eataly ). Clubitaly is a company established on purpose for the transaction - in line with the other club deals created in recent years of which TIP holds the 27.5% of the capital while the 72.5% was subscribed by other investors, primarily family offices, two of which were classified as related parties as for IAS 24. The investment for Clubitaly amounted to 120 million Euro for the acquisition of the 20% stake in Eataly, with the provision of a profit sharing mechanism and / or adjustment of quotas depending on the values of the IPO or any other forms of valorisation over the next few years. Some of the resources collected from Eatinvest could be reinvested in Eataly, also in order to support the important development plan. Eataly, founded in 2003 by Oscar Farinetti in Alba, is active in the distribution and marketing, at the international level, of the excellence of Italian wine and food products by integrating in its offerings production, sales, catering and teaching. It represents a peculiar reality, being the only Italian company in the food retail truly international, as well as a real symbol of Italian food, and more generally of high quality made in Italy in the world. Eataly is currently present in Italy, Unites States, Middle and Far East with a network of 30 stores already operating and is realizing a significant plan of new openings in some of the main cities of the World. Contracts for the next openings in Moscow, Sao Paolo of Brazil and London have already been subscribed. In the United States in the next three years also in consideration of the great success experienced by the New York and Chicago stores is expected the opening in Los Angeles, Washington D.C., New York World Trade Center. Eataly shareholders have shared with TIP the objective to list the company on the stock exchange within 2017, subject to financial markets conditions, with the aim to make Eataly also a global public company that, even if with a more and more international profile, should continue to represent the Italian lifestyle with a higher and higher strength thanks to the financial benefits and to the visibility obtained from listing. As at March 31, 2014 TIP consolidated shareholders equity amounted to million Euro of which million Euro attributable to the shareholders of the parent company, compared to about million Euro of the consolidated annual report as at December 31, In the first three months of 2014 TIP registered revenues from the advisory activity for about 2.3 million Euro (0.4 million Euro in the corresponding period of 2013), capital gains for 17.4 million Euro and income from securities between fair value gains on securities as at March 31, 2014 and interests for 0.9 million Euro. Most of the capital gains can be referred to the sale, through an Accellerated Book Building directed exclusively to institutional investors, of the stake of 6.39% in the company Datalogic S.p.A.. The transaction occurred at a price, net of fee and commission expense, of 9 Euro per Page 5

6 share corresponding to a total equivalent of 33,605,415 Euro, with a gross capital gain (from participation exemption) of 15,766,540 Euro. The fixed costs were in line with those of the previous year, the variable ones in great part followed the net profit increase. Given TIP s kind of activity the relevance of the data mentioned for the three months of 2014, both at economic and financial level, it is not necessarily significant of the foreseeable evolution on an annual base. In coherence with what usually accounted for in the quarterly reports the values of the shares in unlisted companies available for sale have not been changed compared to the values as at December 31, 2013, since no information so to change fundamental parameters on which valuation at the end of the previous period was based have emerged. It was instead decreased, only within the assets, the value of the equity-accounted investment Clubtre S.p.A. in relation to fair value decrease of the investment Prysmian S.p.A. (2.9 million Euro). As at March 31, 2014 the consolidated net financial position of TIP Group taking into account also the partially convertible bond of 40 million Euro to be reimbursed in one tranche in 2019 is negative for about 26.8 million Euro. RELATED PARTY TRANSACTIONS Transactions with related parties are detailed in Note (22) to the financial statements. OUTLOOK Taking into account the good net profit already achieved in the first quarter it is clear that the whole financial year will be impacted by that result. Concerning the advisory activity revenues can be expected at least in line with those of the last year are foreseeable, while for the equity activity on one side the research of targets in line with the investments made in the last years continues, on the other side TIPO project to which it is foreseen to dedicate huge efforts is starting. Finally, considering the amount of liquidity available also after the issuance of the bond , it will be particularly important to carefully follow the evolution of that area in order to understand the effects on the economic and financial situation of TIP Group. RESEARCH AND DEVELOPMENT ACTIVITY During the quarter the company did not registered research and development costs. RELEVANT EVENTS AFTER MARCH 31, 2014 On April 7, 2014 the public offer for subscription of the bonds denominated Prestito Obbligazionario TIP was opened, with gross annual nominal fixed interest rate of 4.75%. The total nominal gross amount of issued bonds is of 100,000,000 Euro, with the issuance of n. 100,000 bonds with nominal value of 1,000 Euro each. The public offer for subscription was closed immediately in consideration of the high request registered for the Page 6

7 bonds. On April 9 the Shareholder s Meeting approved, among the others, a new incentive plan TIP reserved to the executive directors and to employees of Tamburi Investment Partners S.p.A. and of the companies controlled by it to be implemented through the for free assignment of options valid, depending on the case on the base of what illustrated, also for the acquisition of TIP ordinary shares through the usage of the Company s ordinary shares. The maximum total number of options connected to the incentive plan is determined in n. 7,000,000 options corresponding to maximum n. 7,000,000 ordinary treasury shares of the Company. The options will not be subject to the reaching of performance objectives and could be exercised in the period between January 1, 2017 and December 31, 2018 or the different period that will be determined by the Board of Directors. The exercise price has been determined on the base of TIP ordinary shares price on Mercato Telematico Azionario organized and managed by Borsa Italiana S.p.A. as at March 4, 2014 and is higher than the arithmetic average of daily prices of TIP share (adjusted to take into account the effect of warrants exercise during February 2014) during the six months before the date of the approval of the proposal by the Board of Directors of TIP. The ordinary shares of the Company deriving from the options exercise will be subject to restrictions. On May 7, 2014 a transaction involving the shareholding of Gruppo IPG Holding S.p.A., company that owns a % stake of Interpump Group S.p.A., has been concluded, with the exit of Gruppo Ferrero S.p.A. and Fidor Fiduciaria. In the transaction both TIP and Montipò family have significantly increased their stakes. TIP has invested in the deal additional 11 million Euro of which 5.5 million already paid and 5.5 million to be paid after 12 months. As a result of the transaction a new shareholders agreement has been signed to reflect, among the others, the new shareholding of Gruppo IPG Holding S.p.A. TREASURY SHARES Treasury shares in portfolio as at March 31, 2014 were n 6,037,362. Milan, May 13, 2014 Page 7

8 Consolidated Income Statement Tamburi Investment Partners Group (Euro) March 31, 2014 March 31, 2013 (1) Note Revenues from sales and services 2,233, ,433 4 Other revenues 17,741 53,836 Total revenues 2,250, ,269 Costs for materials, services and other costs (624,610) (369,226) 5 Personnel expenses (4,303,153) (652,134) 6 Depreciation, amortization and impairment losses (6,741) (8,117) Operating profit (loss) (2,683,730) (577,208) Financial income 18,367, ,708 7 Financial expenses (459,752) (526,315) 7 Profit before adjustments to investments 15,223,936 (541,815) Share of profit (loss) of equity-accounted investees (212,858) (117,960) 8 Net impairment losses on available for sale financial assets 0 (2,432) 9 Profit before tax 15,011,078 (662,207) Current and deferred taxes (523,621) (290,436) Profit for the period 14,487,457 (952,643) Profit (loss) for the period attributable to the shareholders of the parent company 14,507,178 0 Profit (loss) for the period attributable to the minority shareholders (19,721) 0 Basic earning per share 0.11 (0.007) 18 Diluted earning per share 0.10 (0.007) Number of outstanding shares 136,724, ,969,192 (1) Comparative figures refer to the restated individual income statement of TIP, not consolidated. Page 8

9 Statement of consolidated comprehensive income statement Tamburi Investment Partners Group (Euro) March 31, 2014 March 31, 2013 (1) Note Income and expenses recognised directly in equity: 17 - Fair value gains (losses) on available for sale financial assets (33,646,061) 1,118,861 - Changes in equity-accounted investments (2,813,693) 4,771,156 Total income and expenses recognized directly in equity (36,459,754) 5,890,017 Profit for the year 14,487,457 (952,643) Total comprehensive income (expense) (21,972,297) 4,937,374 Total comprehensive income (expenses) attributable to the shareholders of the parent (6,671,005) company 0 Total comprehensive income (expenses) attributable to minority shareholders (15,301,292) 0 Total comprehensive income (expenses) per share Total diluted comprehensive income (expenses) per share (0.16) (0.15) Number of outstanding shares 136,724, ,969,192 (1) Comparative figures refer to the restated individual income statement of TIP, not consolidated. Page 9

10 Consolidated statement of financial position Tamburi Investment Partners Group (Euro) March 31, 2014 December 31, 2013 Note Non-current assets Property, plant and equipment 51,481 56,896 Goodwill 9,806,574 9,806,574 Other intangible assets Equity-accounted investments in associates 139,309,046 87,991, Available for sale financial assets 251,003, ,264, Loans and receivables 15,785,221 15,753, Tax assets 219, ,443 Deferred tax assets 567, ,311 Total non-current assets 416,744, ,076,158 Current assets Trade receivables 2,197, ,181 Current financial assets 17,504,373 32,803, Available for sale financial assets 0 284, Cash and cash equivalents 18,276, , Tax assets 730, ,581 Other current assets 558, ,543 Total current assets 39,267,259 35,301,878 Total assets 456,011, ,378,036 Equity Share capital 74,236,261 70,744, Reserves 174,376, ,606, Retained earnings / Losses carried forward 34,770,989 2,831,945 Profit for the period attributable to the shareholders of the parent company 14,507,178 31,939, Total equity attributable to the shareholders of the parent company 297,890, ,121,859 Total equity attributable to the minority shareholders 65,418,659 69,915,451 Total equity 363,309, ,037,310 Non-current liabilities Post-employment benefits 169, , Financial liabilities 82,792,631 89,777, Deferred tax liabilities 1,583,226 2,013,866 Total non-current liabilities 84,545,065 91,953,653 Current liabilities Trade payables 652, ,200 Financial liabilities 412,629 3,379, Tax liabilities 1,707, ,267 Other liabilities 5,383,864 8,459,863 Total current liabilities 8,156,664 12,387,073 Total liabilities 92,701, ,340,726 Total equity and liabilities 456,011, ,378,036 Page 10

11 Statement of changes in consolidated equity Share Share LegalExtraordinary Fair value reserve Reserve for Other IFRS reserve Negative Retained Profit for the year Total equity Total equity Profit for the year Total capital premium reserve reserve related to repurchase reserves for business goodwill earnings attributable to the attributable to the attributable to the attributable to the equity reserve financial assets of treasury combination shareholders of the shareholders of the minority minority available for sale shares parent parent shareholders shareholders company company As at January 1, 2013 individual (1) 70,744, ,269,977 1,665, ,484,997 (4,005,718) 1,551,945 (483,655) 5,060,152 1,747,740 9,250, ,286,062 Change in fair value of available for sale financial assets 5,890,017 5,890,017 Total income (expense) recognised directly in equity 5,890,017 5,890,017 Profit (loss) as at March 31, 2013 (952,643) (952,643) Total comprehensive income 5,890,017 4,937,374 Transfer to fair value reserves related to equity investments (4,282,500) 4,282,500 0 Allocation of the profit for 2012/dividends distribution 9,250,563 (9,250,563) 0 Dividend distribution 0 Repurchase of treasury shares (1,971,556) (1,971,556) Restated as at March 31, 2013 individual (1) 70,744,317 96,987,477 1,665, ,375,014 (5,977,274) 5,834,445 (483,655) 5,060,152 10,998,303 (952,643) 214,251,880 As at January 1, 2014 Consolidated 70,744,694 84,505,286 14,148, ,432,785 (10,692,526) 5,635,271 (483,655) 5,060,152 2,831,945 31,939, ,121,859 70,015,597 (100,146) 360,037,310 Change in fair value of available for sale financial assets (4,288,026) (4,288,026) (4,288,026) Fair value reserve (16,890,157) (16,890,157) (15,281,571) (32,171,728) Employees' benefits 0 Other changes 0 Total income (expense) recognised directly in equity (21,178,183) (21,178,183) (36,459,754) Profit (loss) as at March 31, ,507,178 14,507,178 (19,721) 14,487,457 Total comprehensive income (21,178,183) 14,507,178 (6,671,005) (19,721) (21,972,297) Total equity attributable to minority shareholders 10,804,500 10,804,500 Transfer to fair value reserves related to equity investments 0 Allocation of the profit for 2013/dividends distribution 31,939,044 (31,939,044) (100,146) 100,146 0 Dividend distribution 0 Warrants' conversion 3,491,567 9,044,502 12,536,069 12,536,069 Sale of treasury shares 581,788 1,322,212 1,904,000 1,904,000 As at March 31, 2014 consolidated 74,236,261 94,131,576 14,148, ,254,602 (9,370,314) 5,635,271 (483,655) 5,060,152 34,770,989 14,507, ,890,923 65,438,380 (19,721) 363,309,582 (1) Comparative figures refer to the statement of changes in individual equity of TIP, not consolidated. Page 11

12 NOTES TO FINANCIAL STATEMENTS AS AT MARCH 31, 2014 (1) Group business activities TIP Group is an independent investment / merchant bank focusing on medium-sized Italian companies active in: 1. minority investments, as an active investor in (listed and unlisted) companies able to express excellence in their respective sectors; transactions with a value below 40 /50 million euro per single deal are usually made directly by TIP whereas transactions with an higher value might be sometimes made through the club deal scheme; 2. advisory activities in corporate finance transactions, especially acquisitions and disposals through Tamburi & Associati division (T&A); 3. secondary private equity activities: investing in investments held by private equity funds, banks, financial firms or insurance companies and purchasing stakes of entities that operate in the private equity sector or similar activities. (2) Accounting policies The parent company TIP was incorporated as a limited company under Italian law and its registered office is based in Italy. The company was listed in November 2005 on the Expandi segment of the stock market, organized and managed by Borsa Italiana S.p.A.. On December 20, 2010 Borsa Italiana S.p.A. has promoted the company to the STAR segment. The consolidated quarterly report as at March 31, 2014 has been approved by the Board of Directors at May 13, 2014 and has been drawn up in conformity with the article 154-ter Relazioni finanziarie of the Testo Unico della Finanza ( TUF ), introduced by the D.Lgs. n. 195 of the November 6, 2007 with which the Italian legislature implemented the 2004/109/CE directive (Transparency Directive) regarding periodic information. The consolidated quarterly report as at March 31, 2014 has been drawn up on a going concern basis and in conformity with the same accounting standards adopted in preparing the consolidated annual report at December 31, 2013 (including the new IFRS directive in force since January 1, 2014), to which reference is made. The consolidated quarterly report consists of the income statement, the statement of comprehensive income, the statement of financial position, the statement of changes in equity, the notes and is accompanied by the Directors report. The financial statements have been drawn up in Euros, without decimals. In compliance with art. 82 of the Issues Regulation, the consolidated quarterly report as at March 31, 2014, was drawn up in the short form in virtue of the option provided for in said regulation and therefore does not contain the complete disclosures required for the annual financial statements. Page 12

13 The preparation of the consolidated quarterly report as at March 31, 2014 has become necessary as a result of the incorporation and acquisition of a controlling stake, by TIP, of the companies TXR S.r.l., Clubsette S.r.l. and TIPO S.r.l.. For further details regarding the acquisition and the consolidation procedures refer to the following paragraphs consolidation principles and procedures. For comparative purposes data from the individual income statement and statement of comprehensive income as at March 31, 2013 and the individual statement of financial position as at December 31, 2013 of the holding company TIP have been used. It should be noted that the quarterly report as at March 31, 2014 is not subject to independent auditing. Consolidation principles and procedures Consolidation area The consolidation area includes the holding company Tamburi Investment Partners S.p.A. and the companies on which it exercises a form of control either directly or indirectly. Control is the power to define financial and managerial policies of an entity in order to get benefits from its operations. Subsidiaries financial statements are included in the consolidated financial statements starting from the date in which control has effectively been transferred to the group and cease to be consolidated starting from the date in which control is transferred outside the group. As at March 31, 2014 the consolidation scope comprises the companies TXR S.r.l., Clubsette S.r.l. and TIPO S.r.l.. Details of the subsidiaries are as follows: Name Registered office Share capital Investment held Clubsette S.r.l. TXR S.r.l. TIPO S.r.l. Milan Milan Milan 100, ,000 10, % 51.00% 100% Consolidation procedures The consolidation of the controlled subsidiaries is made on the basis of their respective financial statements properly adjusted in order to make them homogeneous with the accounting principles adopted by the parent company. The financial statements of the subsidiaries are drawn up using the same accounting policies as the parent company. All balances and intragroup transactions, including any unrealized profits deriving therefrom transactions, have been eliminated. Unrealized losses have been eliminated unless they represent impairment. Page 13

14 As at April 18, 2013 the company TXR S.r.l. was established with a share capital of 100,000 euro, controlled by TIP with a 51% stake. The company business scope is the acquisition, management and disposal of investments in shares and/or every kind of financial instruments issued by the company Furn-Invest S.a.S., French simplified joint stock company. In the second half of 2013 the company Clubsette S.r.l. was established with a share capital of 100,000 euro, controlled by TIP with a 52.50% stake. The company business scope is represented by the acquisition, management and disposal of investments or interests in other companies with the aim of providing a medium/long term investment and not for placement purposes. On January 22, 2014 the company TIPO S.r.l. was established with a share capital of 10,000 Euro, controlled by TIP with a 100% stake. The company business scope is represented by the acquisition, management and disposal of investments or interests in other companies in or outside Italy. (3) Presentation criteria The choices made by the company as regards consolidated financial statements presentation are summarised as follows: Statement of financial position: according to IAS 1, assets and liabilities should be classified as current and non-current or, alternatively, according to the order of liquidity. The group has opted for the current/non-current classification; Income statement and statement of comprehensive income: IAS 1 alternatively requires classification of captions based either on their nature or on their function. The group has decided to use the classification based on their nature. (4) Segment reporting The company operates in the investment banking and merchant banking segments. The activities performed by the top management in these business areas, in terms of marketing initiatives, outward institutional initiatives and involvement in the various deals, are highly integrated. Furthermore, also as regards the execution activity, this has been organised with the purpose of adding flexibility to the use of on-call analysts when needed in advisory or equity activities. Due to this choice, it is impossible to provide separate operating and financial representation of the different business segments, because splitting the cost of the work of the top management and analysts based on a series of estimates, linked in turn to parameters that may be surpassed by effective efficiency, would lead to significant distortion of business segments profitability, thus making such information meaningless. For this reason in the consolidated quarterly report as at March 31, 2014 only the details of revenue of the advisory segment are given, excluding other revenue. (Euro) March 31, 2014 March 31, 2013 Revenue from sales and services 2,233, ,433 The first three months of 2014 show a very positive trend of the advisory activity, mostly due to Page 14

15 the success of some deals among which the main one is the Eataly deal. (5) Costs for materials, services and other costs This caption includes: Euro March 31, 2014 March 31, Services 500, , Use of third party assets 85,954 84, Other costs 38,172 30,795 Total 624, ,226 (5) 1. Services Service costs refer mainly to professional advisory fees (340,789 Euro, of which a big part is due to the Eataly and TIPO deals), general costs (59,547 Euro), services (8,112 Euro), fees of the Board of Statutory Auditors and Supervisory Body (for a total of 16,062 Euro), commercial expenses (19,058 Euro) and administrative costs (6,657 Euro). (5) 2. Use of third party assets The caption refers to sundry lease payments and rents. (5) 3. Other costs Other costs relate mainly to non - deductible VAT (28,217 Euro) and to taxes relating to the year. (6) Personnel expenses This caption includes Wages and salaries and Directors fees both in their fixed and variable amount earned in the period. In the first quarter of 2014 TIP employees exercised n. 1,255,000 options for cash and two executive directors n. 800,000 options. In the consolidated financial statement as at March 31, 2014, as stated by IFRS 2, the not yet exercised options (n. 2,945,000 attributable to the directors) have been valued following the cash settlement method; they have been valued at their fair value and this has been written in the income statement as an increase of the directors fees with a corresponding debt towards directors. The changes in fair value due to liabilities towards directors are registered in the income statement. The fair value of the options is determined using the applicable valuation method (in this case Black & Scholes ), taking into account the terms and conditions under which the options were granted. Based on the estimates made the overall cost to include in the directors fees as at March 31, 2014 is of 1,168,084 Euro. Page 15

16 (7) Financial income/expenses This caption includes: Euro March 31, 2014 March 31, Gains on investments 17,413,372 9, Gains on securities classified as current assets 909, , Sundry income 44, ,440 Total financial income 18,367, , Interest and other financial expenses (459,752) (526,315) Total financial expense (459,752) (526,315) Net financial income 17,907,666 35,393 (7).1. Gains on investments Euro March 31, 2014 March 31, 2013 Gains on the sale of investments 17,413,372 9,194 Total 17,413,372 9,194 As at March 31, 2014 the gains on the sale of investments refer to the disposal of the following investee companies (Euro): Datalogic S.p.A. 15,766,540 Others 1,646,832 Total 17,413,372 As at March 31, 2014 gains on the liquidation of investments relate to the sale of the stake held in Datalogic S.p.A. The deal was completed through an Accelerated Book Building exclusively reserved to institutional investors, at a price of 9 Euro per share (without any commissions) corresponding to a value of 33,605,415 Euro with a gross capital gain (from participation exemption) of 15,766,540 Euro. (7).2. Gains on securities classified as current assets Euro March 31, 2014 March 31, 2013 Gains on the sale of securities 157,806 0 Fair value gains on securities 346,349 5,098 Interests 405, ,976 Total 909, ,074 (7).3. Sundry income Euro March 31, 2014 March 31, 2013 Bank interest 22, ,966 Interest on time deposit 0 210,658 Interest on loans 14, ,791 Interest on convertible bond Profit on ETF sale 7,641 0 Profit on ETF valuation 0 4,077 Others Total 44, ,440 Page 16

17 (7).4. Interest and other financial expenses Euro March 31, 2014 March 31, 2013 Bank interest, commissions and expense 35,929 4,498 Interests on bonds 415, ,180 Losses on ETF sale 5,000 0 Fair value losses on securities 0 93,637 Other financial expenses 3,084 Total 459, ,315 Interests on bonds refer to the coupons for the underwriters of the partially convertible bond with a capital value of 40 million Euro. (8) Share of profit (loss) of equity - accounted investees This caption includes: Euro March 31, 2014 March 31, Share of profits of associates (212,858) (117,960) Total (212,858) (117,960) (8).1. Share of profit (loss) of investees Euro March 31, 2014 March 31, 2013 Club3 S.p.A. (212,858) (117,960) Total (212,858) (117,960) (9) Net impairment losses on available for sale financial assets Euro March 31, 2014 March 31, 2013 Impairment losses of available for sale financial assets 0 (2,432) Total 0 (2,432) With reference to the available for sale financial assets, consisting of non-controlling interests in listed companies, these are measured at fair value with fair value gains or losses recognized in equity. If the fair value loss, with respect to the purchase cost, is due to impairment, an impairment loss is recognized in the profit and loss. (10) Equity - accounted investments in associates Euro March 31, 2014 December 31, 2013 Investments in associates 139,309,046 87,991,918 Total 139,309,046 87,991,918 Investments in associates refer to: - for 60,536,391 Euro to the company Clubtre S.p.A., set up to acquire a relevant stake in the listed company Prysmian S.p.A.. Under IFRS measurement, Clubtre s investment in Prysmian has been measured at fair value (market value as at March 31, 2014) and Clubtre s share of profit for the period (212,858 Euro) has been reported using the equity method. The value of the investment decreased by 2,852,921 Euro for the change in fair value of the stake in Prysmian; - for 33,000,000 Euro to the 27.5% stake in the company Clubitaly S.r.l. set up to acquire a stake in the company Eataly S.r.l.; - for 21,400,039 Euro to the stake in the company Furn-Invest S.a.S of which the controlled company TXR S.r.l. has a 29.37% stake; Page 17

18 - for 18,741,848 Euro to the investment in Gruppo IPG Holding S.r.l. (a company that holds the relative majority stake of Interpump Group S.p.A. which is considered as an associate by virtue of the existing shareholder agreement); - for 5,029,240 Euro to the associate Data Holding 2007 S.r.l.; - for 338,179 Euro to the 30% investment in Palazzari & Turries Limited, based in Hong Kong; - for 263,349 Euro to the 29.97% investment acquired in March 2012 in Gatti & Co Gmbh, based in Frankfurt. For details on changes in investments in associates recorded in the accounting period, please refer to attachment 2. With regard to the associate Gruppo IPG Holding S.r.l. TIP provided interest free shareholder loans. For a correct presentation of such operations and in homogeneity of what done as at December 31, 2013, the present value of such loans, calculated at March 31, 2014 at TIP s borrowing rate, was reclassified to loans and receivables. The benefit granted to the associate consisting of the difference between the present value and nominal of the interest - free loans, was recognized as an adjustment to the carrying amount of the investment at March 31, (11) Non - current available for sale financial assets These available for sale financial assets refer to non - controlling interests in listed and unlisted companies. Euro March 31, 2014 December 31, 2013 Investments in listed companies 74,672,270 96,005,418 Investments in unlisted companies 176,331, ,259,517 Total 251,003, ,264,935 Changes in investments measured at fair value are detailed in Appendix 1. With reference to the effects of the valuation of investments in listed companies please also refer to note (9) and (17). With reference to the available-for-sale financial asset represented by minority investments in non-listed companies, these are measured at fair value with fair value gains or losses recognised in equity. The fair value of investments in companies listed in an active market was identified as their stock market value at the reporting date. If a decrease in their fair value over their cost constitutes an impairment loss, this is recognised in the profit and loss. Regarding the variation of the investment in Ruffini Partecipazioni S.r.l., it has been considered: (i) the first registration of the cost effectively paid in cash on the closing date (80,000,000 Euro), the deferred price (subject to adjustment) discounted at the closing date (22,275,027 Euro), the conventional value attributed - since the initial registration - to the maximum value of Ruffini stake subject to retrocession by Clubsette (2% stake, evaluated in 20,596,800 Euro); (ii) the valuation at fair value as at March 31, 2014 of the investment equal to 12% (i.e. the initial investment minus the maximum retrocession percentage due according to the quota adjustment mechanism) in Ruffini Partecipazioni. Changes in Available-for-sale financial assets during the quarter are detailed as follows: Page 18

19 Initial value as at 01/01/2014 Euro 314,264,935 Acquisition increases Euro 5,041,252 Decreases for sales (historical cost) Euro (20,103,243) Decreases for sales (fair value reversal) Euro (14,369,495) Increases due to changes in value Euro 13,047,150 Decreases due to changes in value Euro (32,646,792) Investments restatements Euro (14,230,508) Income statement write-downs Euro 0 Final value as at 31/3/2014 Euro 251,003,299 The changes are detailed as follows: Carrying Purchases amount at or January 1, incorporatio 2014 ns Sales Reversals of fair value Fair value gains Fair value losses Impairment losses recognised in profit and loss Carrying amount at March 31, 2014 Unlisted companies 218,259,517 5,000,000 (14,288,443) (88,125) - (32,551,920) - 176,331,029 Listed companies 96,005,418 41,252 (20,045,308) (14,281,370) 13,047,150 (94,872) - 74,672,270 Total 314,264,935 5,041,252 (34,333,751) (14,369,495) 13,047,150 (32,646,792) - 251,003,299 (12) Loans and receivables Euro March 31, 2014 December 31, 2013 Non - current loans and receivables 15,785,221 15,753,214 Total 15,785,221 15,753,214 Non - current loans and receivables refer to: non interest bearing loans granted to the associate Gruppo IPG Holding S.r.l. of 12,020,984 Euro. The loans have been discounted to present value at the 3-month Euribor + a 0.50% spread and the difference between present value and nominal amount adjusted the investment s carrying amount; a loan granted to the associate Data Holding 2007 S.r.l. of 3,764,237 Euro, including accrued interest and interest accrued on a previous loan; (13) Current financial assets Euro March 31, 2014 December 31, 2013 Bonds and other debt securities 17,504,373 32,803,312 Current financial assets comprise bonds held for trading. The following table shows their breakdown at March 31, 2014 by maturity and interest rate. Bonds Euro Carrying amount at March 31, 2014 % of total bonds Fixed interest rate bonds: Maturing between 2016 and ,504, % Total bonds 17,504, % Page 19

20 (14) Current available for sale financial assets Euro March 31, 2014 December 31, 2013 ETF 0 284,418 Total 0 284,418 Current available for sale financial assets refer to the ETF market value at December 31, (15) Cash and cash equivalents The caption shows the balance of bank deposits based on the nominal amount of bank current accounts. Euro March 31, 2014 December 31, 2013 Bank deposits 18,271, ,109 Cash and cash equivalents in hand 4,718 4,734 Total 18,276, ,843 The following table shows the breakdown of the company s net financial position as at March 31, 2014, which is compared to the one at December 31, Euro March 31, 2014 December 31, 2013 A Cash and cash equivalents 18,276, ,843 Current financial assets 17,504,373 32,803,312 Available for sale financial assets 0 284,418 B Total current financial assets 17,504,373 33,087,730 C Current Loans and receivables 0 0 D Total cash and cash equivalents (A+B+C) 35,780,458 33,710,573 Bond (39,920,804) (39,917,695) TXR S.r.l. non interest-bearing shareholders loan 0 (7,056,000) Debt towards Ruffini Partecipazioni S.r.l. for deferred Payment (22,275,027) (22,206,690) E Financial liabilities (62,195,831) (69,180,385) F Current financial liabilities (412,629) (3,379,743) G Net financial position (D+E+F) (26,828,002) (38,849,555) Current financial assets refer to financial assets held for trading. The financial liabilities refer to the issue of the bond partially convertible into Tamburi Investment Partners S.p.A. shares and to the discounted liability of the subsidiary Clubsette S.r.l. to the sellers of Ruffini Investments S.r.l. shares, to be paid in three tranches. Current financial liabilities refer to liabilities to bondholders for the accrual of interest expense related to the bond. The non-interest bearing shareholder loans to the subsidiary TXR S.r.l. have been attributed to shareholders as a capital reserve. Page 20

21 (16) Share capital TIP s share capital consists of the following: Shares Number Nominal amount in Euro Ordinary shares 142,762, Total 142,762, During the first quarter of 2014 the additional exercise period February 2014 of Warrants TIP S.p.A. 2010/2015 ended. N. 6,714,552 warrants have been exercised and consequently n. 6,714,552 newly issued Tamburi Investment Partners S.p.A. ordinary shares have been subscribed (at a ratio of 1 TIP ordinary share every warrant exercised) at a price of each, admitted to trading on Mercato Telematico Azionario of Borsa Italiana, with a nominal value of 0.52 Euro each, with regular right and the same characteristics of TIP ordinary shares outstanding as at the issue date, for a total equivalent of 12,536, Euro. Following that subscription the share capital of Tamburi Investment Partners S.p.A. amounts to 74,236, Euro, represented by n. 142,762,040 ordinary shares. The holders of the n. 5,102,273 warrants remaining outstanding will be entitled to subscribe for each trading day of June of the years 2014 and 2015 further additional shares at a ratio of 1 ordinary share for each warrant TIP exercised. Treasury shares held by TIP at March 31, 2014 amounted to n. 6,037,362 equal to 4.2% of the share capital. Treasury shares held at No. of shares No. of shares Treasury shares held at January 1, 2014 repurchased in 2014 sold in 2014 March 31, ,837, ,000 6,037,362 The number of treasury shares is reduced following the subscription of the incentive plan TIP 2011/2014 ( stock options ) by two Directors. N. 800,000 options were exercised and n. 800,000 TIP shares held in the portfolio have been attributed to the beneficiaries. The statutory and tax nature of the company s equity items is analysed hereunder. Nature/ Description Amount Possibility of use Available portion Effective utilization in the previous 3 years to cover losses Effective utilization in the previous 3 years for other reasons Share capital 74,236,261 Legal reserve 14,148,863 B 14,148,863 Share premium reserve 94,131,576 A,B,C 94,131,576 21,202,246 Reserve for AFS assets 65,254,602 Other reserves 5,635,271 Negative goodwill 5,060,152 A,B,C 5,060,152 Retained earnings 34,770,989 A,B,C 33,029,862 IFRS reserve for bargain purchases (483,655) Reserve for repurchase of treasury Shares (9,370,314) Profit for the year for the parent company 14,507,178 Total 297,890, ,370,453 21,202,246 Non-distributable portion (*) 94,131,576 Page 21

22 A: for capital increase; B: for coverage of losses; C: for distribution to shareholders * Consisting of: - the share premium reserve amount (Euro 94,131,576) which according to the article 2431 of the Civil Code, can not be distributed until the legal reserve has reached the limit established by the article 2430 of the Civil Code (Euro 14,847,252). Additional complementary information on equity at March 31, 2014 is given hereunder. Share capital Paid-up and subscribed share capital amounts to 74,236,261 Euro and consists of n. 142,762,040 ordinary shares with a nominal amount of 0.52 Euro each. Legal reserve Legal reserve amounts to 14,148,863 Euro. Following the conversion of n. 6,714,552 warrant in TIP ordinary shares, 698,389 Euro miss to achieve the limit set by Art of the Civil Code. Share premium reserve The share premium reserve amounts to 94,131,576 Euro. The share premium reserve has increased by 9,044,502 Euro following the conversion of n. 6,714,552 warrant in TIP ordinary shares and by 581,788 Euro related to the increase in income resulting from the sale of 800,000 shares. Reserve for available for sale financial assets valuation The reserve is positive and amounts to 65,254,602 Euro. It is an unavailable reserve because it shows the fair value gains/losses on the purchase cost of investments. Other reserves They amount to 5,635,271 Euro and are composed by the reserve relating the revaluation of investments accounted with the equity method for 5,723,190 Euro, by the employees benefits reserve for 19,905 Euro, by the reserve relating to the option connected with the convertible bonds for 104,434 Euro and losses related to investment valuated with the equity method for ( ) Euro. During 2012, TIP resolved to issue a partially convertible bond ( PCB ) to ordinary shares of 40,000,000 Euro. The conversion rate is equal to 20% of the nominal value. In 2012, the PCB was entirely placed. As the PCB is a structured financial instrument, TIP has measured separately the two financial liability and equity components on the basis of indications provided by IAS 32. As at March 31, 2014 the liability component was equal to 39,920,804 Euro. The Equity component is equal to the difference between the present value of the cash flows at issuance and the liquidity deriving from the subscription of the convertible component of the PCB. The value of the equity component is equal to 104,434 Euro and will not change until the PCB maturity date. Page 22

23 Negative goodwill This caption amounts to Euro 5,060,152. It derives from the merger of SeconTip S.p.A. into TIP on January 1, Retained earnings The retained earnings amount to 34,770,989 Euro and increased, compared to December 31, 2013, by 31,939,044 Euro as a result of the allocation of the 2013 earnings. A portion of retained earnings (1,741,051 Euro) relate to the effects of valuations of investments using the equity method. IFRS reserve for bargain purchases This reserve is negative and amounts to 483,655 Euro, unchanged from December 31, Reserve for repurchase of treasury shares This reserve is negative and amounts to 9,370,314 Euro. It is an unavailable reserve. (17) Reserves Details about changes in the valuation reserve for non current available for sale financial asset, which represents the total amount of income and expenses directly recognized in equity is shown in the following table: Carrying amount as Fair value Reversals of Fair value Carrying amount as at January 1, 2014 gains fair value losses at March 31, 2014 Investments 87,811,592 13,047,150 (14,369,495) (20,073,426) 66,415,821 Tax effect: deferred tax assets and liabilities (1,378,807) 217,588 (1,161,219) Total reserves 86,432,785 (21,178,183) 65,254,602 The table shows the unrealised fair value gains between January 1, 2014 and March 31, 2014 net of the potential tax liability determined on the date of the financial statements that is accounted in shareholders equity under the Reserve for available for sale financial assets valuation. The change for the year - equal to (21,178,183) Euro is given by the sum of 13,047,150 Euro Fair value gains, (14,369,495) Euro reversals of fair value which represents the amount of reserves carried out by selling during the first quarter of 2014 of investments classified as available for sale financial assets and (20,073,426) Euro Fair value losses, net of the overall fiscal effect equal to 217,588 Euro. The fair value reserve includes the reserve of the subsidiary Clubsette S.r.l. (18,322,380 Euro) for the portion attributable to the parent company TIP, net of tax effects. The fair value decreases include the adjustment of 2,813,693 Euro in the value of the investment Prysmian S.p.A. held by Clubtre S.p.A. net of tax, associate to TIP. For details and changes in other equity items, please refer to the specific statement. (18) Profit for the year of the parent company Basic earnings per share As at March 31, 2014 basic earnings per share amounted to 0.11 Euro. The balance has been Page 23

24 calculated based on the profit for the year equal to 14,507,178 Euro divided by the number of ordinary shares outstanding at March 31, 2014 (136,724,678), calculated taking into account both treasury shares owned at the same date and new shares. Diluted earnings per share As at March 31, 2014 diluted earnings per share amounted to 0.10 Euro. This amount represents the profit for the year 14,507,178 divided by the number of ordinary shares outstanding at March 31, 2014 (136,724,678) calculated taking into account treasury shares owned at the same date, increased by the number of new shares that the company may issue under the stock option plan (n. 2,945,000 shares), in addition to the warrants which has not been exercised yet (n. 5,102,273). (19) Post-employment benefits At March 31, 2014 the balance of this caption refers to the post-employment benefits payable to all employees at the end of the employment relationship. The liability is not based on actuarial valuations. (20) Financial liabilities Financial liabilities equal to 82,792,631 Euro refer to (i) the issue of the bond partially convertible into Tamburi Investment Partners S.p.A. shares (39,920,804 Euro) - (ii) the debt towards Ruffini Partecipazioni S.r.l. (22,275,027 Euro) related to deferred payment of a portion of the price (subject to adjustment), as well as the conventional value attributed to the maximum portion of Ruffini Partecipazioni subject to retrocession by Clubsette (2%, valuated 20,596,800 Euro). (21) Current financial liabilities This caption amounting to 412,629 Euro consists of financial debts to bond holders for the accrual of the financial interests related to the bond. (22) Related party transactions The following table shows the data relative to transactions with related parties carried out in the first quarter of 2014, specifying the amount, the type and the counterparties: Party Type Balance at March 31, 2014 Balance at March 31, 2013 Clubtre S.p.A. Revenues 12,950 12,500 Clubtre S.p.A. Trade receivables 12,950 12,500 Services provided to companies referable to Directors Revenue from services 309,195 22,171 Services provided to companies referable to Directors Trade receivables 309,195 81,166 Services received from companies referable to Directors Costs (services provided) 1,273, ,640 Services received from companies referable to Directors Trade payables 1,196, ,473 Data Holding 2007 S.r.l. Loans and receivables 3,764,237 3,704,773 Data Holding 2007 S.r.l. Financial interests 14,875 63,845 Gatti & Co Gmbh Trade payables 32,460 0 Financial liabilities towards companies referable to Directors Financial liabilities 5,007,912 0 Page 24