HALF-YEAR REPORT 2021 - Mziq
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HALF-YEAR REPORT 2021
CONTENTS
3
SPICE PRIVATE EQUITY
INVESTMENT STRATEGY 4
BOARD OF DIRECTORS 5
INVESTMENT MANAGERS 6
8
2021 HALF-YEAR REVIEW
HIGHLIGHTS 9
PORTFOLIO UPDATE 12
FINANCIAL STATEMENT 13
14
INVESTMENT PORTFOLIO
BRAVO BRIO 15
G2D INVESTMENTS 17
RIMINI STREET 20
FINANCIAL STATEMENTS (IFRS) 22
SPICE PRIVATE EQUITY | HALF-YEAR REPORT 2021
SPICE PRIVATE EQUITY
Spice Private Equity Ltd. (‘Spice PE‘) is approach is at the core of the
an investment company focused on successful 28-year track record built by
global private equity investments and our investment manager GP
listed on the SIX Swiss Exchange Investments1 (‘GP‘). From its
(SPCE). Since 2016, the Board of foundation in 1993, GP has deployed
Directors has reorganized the company over USD 5 billion in more than 50
to drive operational efficiency and to private equity transactions across
provide shareholders with direct numerous sectors, leading operational
access to an attractive portfolio of transformations that have created
private equity investments. market leaders. GP’s current lead
investment professionals have honed
In the last five years, our focus has
their operational expertise in varied C-
been on driving value via strong
suite roles, and they have been
governance and active management at
investing as a team for over a decade.
each of our portfolio companies. This
SPICE PE’S BUSINESS MODEL
GP Investments
USD 1.1 billion in +50 private equity deals
proprietary capital invested across 16 sectors
1. Active management
4. Permanent 2. Emphasis on
capital perspective complex transactions
3. Expertise across wide
USD 5 billion raised range of sectors Industrial approach: focus on
from investors worldwide operational & growth opportunities
3 HALF-YEAR REPORT 2021 SPICE PRIVATE EQUITY LTD
1 Our investment manager, GP Advisors (Bermuda) Ltd., is a wholly owned subsidiary of GP Investments, Ltd.
INVESTMENT STRATEGY
HOW WE OPERATE APPROACH TO VALUE CREATION
Spice PE’s primary objective is to generate
ACTIVE MANAGEMENT
superior returns to shareholders through
via significant governance and
capital growth. In order to achieve this, we focus on operational & growth
continuously pursue investments that can levers
increase our net asset value per share. Our
core investment strategy is based on long-
term direct private equity investments in
SIGNIFICANT INFLUENCE
companies that have global leadership
with control or significant minority
ambitions. Operating as shareholders with positions to ensure governance
significant ownership and strong governance rights
rights, Spice PE focuses on pulling
operational and growth levers.
INDUSTRY EXPERTISE
solid track record across a wide
SPICE PE SHAREHOLDER range of sectors
ADVANTAGES
Owning Spice PE shares (‘SPCE’) enables
indirect ownership in a portfolio of
FOCUS ON FEW COMPANIES
businesses with transformational growth
dedicating significant time and
potential. resources to them
Our shareholders obtain private equity
exposure via freely traded public shares and
face no restrictive conditions such as
PERMANENT CAPITAL
minimum investment or holding periods.
supporting companies with
business models that can thrive
Given GP’s substantial SPCE ownership,
across cycles
Spice PE shareholders benefit from full
alignment with our investment managers in
the pursuit of long-term capital growth.
COMPLEX TRANSACTIONS
where we can unlock substantial
value through our execution
capabilities
4 HALF-YEAR REPORT 2021 SPICE PRIVATE EQUITY LTD
BOARD OF DIRECTORS
CHRISTOPHER BROTCHIE
CHAIRMAN OF THE BOARD, SWITZERLAND
Director of the board at Baring Private Equity, Firmdale Hotel Holdings and Bolero,
Mr. Brotchie is an Investment Committee and Advisory Council member in several
investment firms.
FERSEN LAMBRANHO
VICE-CHAIRMAN OF THE BOARD, UK
Chairman of the board at GP Investments Ltd., Mr. Lambranho has 20+ years as a
manager and board member in multiple companies across various sectors. Prior to
joining GP in 1998, he was CEO at Lojas Americanas, where he worked for 12 years.
ALVARO LOPES
MEMBER OF THE BOARD, UNITED STATES
Previously a board member and CFO at GP Investments Ltd., Mr. Lopes served as a
board member of GP Advisors (a wholly owned subsidiary of GP Investments, Ltd.),
BRZ Investimentos and Wiz Soluções, and as CEO of Banco Bozano Simonsen.
CHRISTOPHER WRIGHT
MEMBER OF THE BOARD, UNITED STATES
Chairman of Kestrel Partners in London, an asset management firm, and of Yimei
Capital in Shanghai, a VC manager. Mr. Wright sits on the boards of Merifin Capital, a
private European investment company, and is also a co-founding board member of
Roper Technologies Inc.(NYSE, S&P 500)
DAVID EMERY
MEMBER OF THE BOARD, SINGAPORE
Founder & CEO of Reciprocus International PTE Ltd, a globally active M&A advisory
boutique. Mr. Emery serves today as an advisor to several organizations and
government agencies and sits on several boards.
5 HALF-YEAR REPORT 2021 SPICE PRIVATE EQUITY LTD
INVESTMENT MANAGERS
GP Advisors (Bermuda) Ltd. is a wholly GP Investments is well known for its active
owned subsidiary of GP Investments, Ltd, management approach, which became
a leading private equity and alternative the hallmark of its successful investment
investments firm. track record.
Since its foundation in 1993, GP Since 2006, its Class A shares have traded
Investments has invested in more than 50 in the form of Brazilian Depositary
companies and executed nearly 30 equity Receipts (BDRs) on the Brazilian Stock
capital market transactions. It has a Exchange (B3 S.A. – Brasil, Bolsa, Balcão)
consistent and disciplined investment under the ticker GPIV33 and on the
strategy, targeting established companies Luxembourg Stock Exchange.
that have the potential to grow and be GP Investments currently has offices in
more efficient and profitable, becoming São Paulo, New York, London and
leaders in their industries. Bermuda.
GLOBAL FOOTPRINT
OVER 50 PRIVATE EQUITY DEALS
London
ACROSS MORE THAN 15 SECTORS
New York UK
OVER USD 5 BILLION USA
RAISED IN 8 FUNDS
Hamilton
USD 1.1 BILLION OF
PROPRIETARY CAPITAL INVESTED Bermuda
OVER USD 4 BILLION OF
CAPITAL RETURNED TO INVESTORS
ORGANIZATIONAL STRUCTURE
GP Investments Other São Paulo
(Shareholders) Shareholders
Brazil
Board of Directors
Spice Private Equity
LTD ZUG
Investment Committee
GP Advisors (Bermuda) Spice Private Equity
LTD (Bermuda) LTD
Investment Management Agreement between Spice Private Equity (Bermuda) Ltd
and GP Advisors (Bermuda) Ltd
6 HALF-YEAR REPORT 2021 SPICE PRIVATE EQUITY LTD
INVESTMENT MANAGERS
GP INVESTMENTS’ BOARD OF DIRECTORS GP Investments
FERSEN LAMBRANHO
CHAIRMAN OF THE BOARD
CRISTOPHER WRIGHT DANILO GAMBOA
BOARD MEMBER BOARD MEMBER
ANTONIO BONCHRISTIANO ALFRED VINTON
BOARD MEMBER BOARD MEMBER
INVESTMENT TEAM
MEMBER ROLE TIME AT GP PAST EXPERIENCE EDUCATION
Johnston Associates,
ANTONIO BA: University of
CEO 28 years Salomon Brothers &
BONCHRISTIANO Oxford
Submarino
DANILO Gradus Management BA: USP
MD 17 years
GAMBOA Consultants MBA: MIT
JOÃO BA: USP
MD 13 years Accenture
JUNQUEIRA MBA: Wharton
RODRIGO MD & BA: USP
11 years BCG
BOSCOLO CFO MBA: Wharton
7 HALF-YEAR REPORT 2021 SPICE PRIVATE EQUITY LTD
SPICE PRIVATE EQUITY | HALF-YEAR REPORT 2021 2021 HALF-YEAR REVIEW
HIGHLIGHTS
SUCESSFUL DIVESTMENT FROM LEON RESTAURANTS, G2D’S IPO AND PARTIAL
SALE OF RIMINI STREET SHARES
INVESTMENT ACTIVITY
IN NUMBERS (AS OF 30 JUN 2021)
MARKET CAPITALIZATION In April 2021, Spice Private Equity announced
USD 81 million the sale its stake in LEON Restaurants to EG
Group. The transaction was completed in
May, generating approximately USD 48.5
NET ASSET VALUE million in sale proceeds, representing a gain
of circa 40% over its balance sheet carrying
USD 152 million
value and 20% over total cash originally
invested.
NAV DISCOUNT
Also in May, G2D concluded its IPO on the B3
47% (Brazilian Stock Exchange) at a 25% premium
over its NAV. Subsequently to 2Q21 results,
two direct investments (Mercado Bitcoin and
DIRECT INVESTMENTS (AS % OF NAV)
Blu) and one of The Craftory’s investees were
44%
revalued, increasing G2D’s NAV by 66% vs.
2Q21.
70.0
SHARE PRICE AND NAV PER SHARE In August and September, Spice PE was able
to obtain partial liquidity in Rimini, bringing
60.0
67%
58% 60% total divestment proceeds to date to USD 18.2
55%
50.0
40.0
47% million.
30.0 26.7 28.6
23.4 21.8 23.5
20.0
10.0
15.1
9.9 9.8 9.5 8.9
-
Jun-20 Sep-20 Dec-20 Mar-21 Jun-21
Share price (USD)
NAV per share
Discount
9 HALF-YEAR REPORT 2021 SPICE PRIVATE EQUITY LTD
HIGHLIGHTS SUCESSFUL DIVESTMENT FROM LEON RESTAURANTS UPDATE ON LEON As announced in the two press releases on April 18th and May 10th, Spice Private Equity agreed to sell its stake in LEON Restaurants to EG Group, a leading global convenience operator with a comprehensive offer of grocery and merchandise, foodservice and fuel retail. The transaction was completed on May 10th and Spice received gross realization proceeds of approximately USD 43.7 million (90% of the sale proceeds). Per terms of the transaction, EG Group had withheld USD 4.8 million (10% of the sale proceeds), which Spice received in July and September, bringing the total consideration for Spice’s stake to USD 48.5 million – 1.2x the cost of the investment. 10 HALF-YEAR REPORT 2021 SPICE PRIVATE EQUITY LTD
HIGHLIGHTS
NET ASSET VALUE G2D INVESTMENTS
Spice PE’s NAV per share was USD 28.6 at the half- G2D conducted an initial public offering (“IPO”) on
year end of 2021, compared to USD 23.5 as of 31 the Bermuda Stock Exchange (BSX) with the
December 2020. Total NAV reached USD 152 concurrent listing of Brazilian Depositary Receipts
million in June 2021, compared to USD 125 million on the Brazilian Stock Exchange (B3). G2D priced its
in December 2020, mainly driven by the sale of shares at BRL 7.16 per share, representing a 25%
LEON Restaurants to EG Group. premium over its NAV, generating value to Spice
PE’s shareholders.
SPCE’s share price increased from USD 9.9 on 30
June 2020 to USD 15.1 at the end of June 2021. RIMINI STREET
The share price discount to NAV decreased to 47%. During the first half of 2021, Rimini results showed
consistent growth in all key operational and
financial metrics, achieving record revenue of USD
DIRECT INVESTMENTS 91.6M, an increase of 16.9% when compared to
BRAVO BRIO the same period of last year.
BravoBrio’s sales performance continued to In August and September, Spice PE was able to
improve, reaching pre-pandemic levels during the obtain partial liquidity in Rimini, bringing total
second quarter for comparable restaurants. With divestment proceeds to date to USD 18.2 million.
the recent recovery in consumer confidence, same
store sales in June and July were higher than those
during the same period in 2019. LEGACY PORTFOLIO
The NAV of our legacy portfolio increased from
USD 11.7 million at the end of 2020 to USD 13.7
million in June 2021, driven by net unrealized gains.
FMV UPDATE
IN USD MILLION 30-Jun-21 31-Dec-20 30-Jun-20
FAIR MARKET VALUE – DIRECT INVESTMENTS
LEON RESTAURANTS - 32.7 49.9
BRAVO BRIO 25.7 25.7 4.5
G2D INVESTMENTS
24.2 18.1 16.3
(THE CRAFTORY UNTIL JUL/20)
RIMINI STREET 17.3 13.5 16.0
TOTAL DIRECT INVESTMENTS 67.2 89.9 86.6
% OF TOTAL NAV 44% 72% 69%
11 HALF-YEAR REPORT 2021 SPICE PRIVATE EQUITY LTDPORTFOLIO UPDATE
COMPANY INVESTMENT FAIR
SIZE LOCATION SECTOR
NAME DATE VALUE
North
2 BRAVO BRIO Consumer May 2018 USD 26 mn
America
3 G2D INVESTMENTS Global Technology Sep. 2020 USD 24 mn
North
4 RIMINI STREET Technology Oct. 2017 USD 17 mn
America
DIRECT INVESTMENTS USD 67 mn
(% OF TOTAL NAV) 44%
Emerging
5 LEGACY PORTFOLIO USD 14 mn
Markets
6 CASH & OTHER CURRENT ASSETS USD 72 mn
TOTAL ASSETS USD 153 mn
COMPOSITION OF NAV
44%
62%
71% 69% 72%
47%
22%
20% 20% 19%
17%
9% 10% 9% 9%
Jun-19 Dec-19 Jun-20 Dec-20 Jun-21
Legacy portfolio Cash & other current assets Direct investments
12 HALF-YEAR REPORT 2021 SPICE PRIVATE EQUITY LTDFINANCIAL STATEMENTS
FINANCIALS CORE OPERATING EXPENSES (USD M)
(19%)
Spice PE’s gross portfolio return (comprising
both realized and unrealized variations) on
30 June 2021 was USD 28.7 million, mostly 0.7 0.7
0.6
driven by realized gains with the LEON
0.3
Restaurants sale.
Total expenses were USD 1.4 million, a
meaningful improvement compared to USD 1H18 1H19 1H20 1H21
1.8 million in June 2020.
For half-year 2021, Spice PE reported a net
profit of USD 27.2 million (compared to a net BREAKDOWN OF TOTAL EXPENSES (USD M)
loss of USD 58.5 million in 2021). LEON's Sale Expenses Reimbursement
Other Operating Expenses
Our balance sheet has remained strong, with
Core Operating Expenses
cash & cash equivalents at USD 67.3 million Management & Administration Fees
on 30 June 2021. Spice PE continued to hold 3.0
no debt at the group level.
0.3 2.1
1.8
0.7 1.4
0.1
0.7 0.6 0.5
2.0
1.4 1.2 1.1
(0.2)
1H18 1H19 1H20 1H21
INCOME STATEMENT
IN USD MILLION 1H21 1H20
Income
Change in FMV 10,980 56,597
Net realized gain/(loss) on investments 17,703 (18)
Interest income 7 87
Dividend income 6 -
Others (60) (130)
Total income 28,636 (56,658)
Total expenses (1,402) (1,841)
Net Profit/(Loss) for the period 27,233 (58,498)
13 HALF-YEAR REPORT 2021 SPICE PRIVATE EQUITY LTDSPICE PRIVATE EQUITY | HALF-YEAR REPORT 2021 INVESTMENT PORTFOLIO
BRAVO BRIO
SIGNIFICANT PROGRESS ACROSS MARKETING, TECHNOLOGY AND OPERATIONS
PORTFOLIO: DIRECT INVESTMENT
ASSET CLASS: PRIVATE
Bravo Brio is a US-based owner and operator of
two distinct Italian restaurant brands: BRAVO!
Cucina Italiana and BRIO Tuscan Grille. It has over
60 outlets across multiple states in the United
States, most of which are strategically positioned
in high traffic areas and A+ shopping centers.
Bravo Brio strives to be the best Italian restaurant
company in America and is focused on providing
its guests with an excellent dining experience
through consistency in its execution.
INVESTMENT SELECTED NUMBERS
SPICE PE’S REVENUES
35% USD 90 mn
OWNERSHIP 1H21
SECTOR Consumer SITES +60 sites
INVESTMENT
May 2018
DATE
FMV USD 26 mn
COST USD 74 mn
% OF SPICE
17%
PE’S NAV
15 HALF-YEAR REPORT 2021 SPICE PRIVATE EQUITY LTDINVESTMENT BACKGROUND UPDATE ON BRAVO BRIO
In May 2018, Spice PE took Bravo Brio BravoBrio’s sales performance during the first half
Restaurant Group private, becoming its largest of the year were very close to second half of 2019
shareholder and renaming it FoodFirst Global for comparable restaurants, and EBITDA in line
Restaurants. with our budget.
The company had been underperforming for Even though the ongoing concerns about the
several years, and our investment represented Delta variant have slowed down the pace of
an opportunity to leverage our restaurant reopening of the US economy, consumer
confidence continues to improve, and sales
industry expertise to reignite growth in both
posted in June and July are higher than those
brands by implementing an operational
during the same period in 2019
turnaround.
EBITDA improved 1H21, but was affected by: (i)
In the first half of 2020, due to the COVID-19
seasonality; (ii) food cost challenges as factories
pandemic, the company was restructured, and
face labor shortages; and (iii) labor shortages
all its substantive assets were acquired by a across restaurants.
joint venture formed between Spice PE, co-
investors and Earl Enterprises, the owner and
operator of multiple restaurant brands,
including Planet Hollywood, Buca di Beppo and
Bertucci’s.
16 HALF-YEAR REPORT 2021 SPICE PRIVATE EQUITY LTDG2D INVESTMENTS
A LEADING TECH PLATFORM TO FUEL A GLOBAL ENTREPRENEURIAL ECOSYSTEM
PORTFOLIO: DIRECT INVESTMENT
ASSET CLASS: PUBLIC
THE COMPANIES IN G2D’S INVESTMENT PORTFOLIO
G2D is an investment platform that targets
primarily minority investments in tech-enabled
companies operating in large addressable markets,
led by outstanding management teams, and with
clear competitive advantages. The company has a
foundational portfolio that includes: (i) a pool of
technology companies invested through
Expanding Capital; (ii) Blu Pagamentos, a fast-
growing Brazilian fintech; (iii) Quero Educação, a
leading education platform in Brazil; (iv) CERC, a
Brazilian fintech; (v) Sim;Paul, a Brazilian tech-
enabled brokerage platform; (vi) Mercado Bitcoin,
Latin America’s largest crypto brokerage platform;
and (vii) The Craftory, a distinctive platform of like-
minded challengers and a brains trust of some of
the finest consumer product disruptors around
the globe.
INVESTMENT SELECTED NUMBERS
SPICE PE’S INVESTED
16% +30 companies
OWNERSHIP COMPANIES
FOCUS Tech-enabled companies
INVESTMENT
September 2020
DATE
FMV USD 24 mm
COST USD 16 mm
% OF SPICE
16%
PE’S NAV
17 HALF-YEAR REPORT 2021 SPICE PRIVATE EQUITY LTDG2D’S PORTFOLIO
The Craftory is an independent investment Quero Educação operates an online
holding company with approximately USD 375 marketplace that connects students with
million of actively directed capital deployed in schools in Brazil. It enables students to find
the world’s boldest competitive brands within information about courses and schools,
the fast-moving consumer goods space. compare college programs and options, learn
about tuitions and scholarships, make choices,
enroll and apply for graduation.
Blu is a leading fintech, and a pioneer in CERC offers an underlying infrastructure for
financial solutions that connect retail and financial credit markets, providing services of
industry, offering means for retailers to reduce validation, registry and clearing of receivables.
their costs and increase their payment terms,
while allowing manufacturers to sell to
retailers without risk of default. More than
15,000 retailers and 2,500 industrial
Expanding Capital is a San Francisco-based
companies, located all over Brazil, in segments
venture capital company that typically invests
such as mattresses, furniture, eyewear and
in series C+ rounds. Since its foundation, it has
fashion, are digitally connected through Blu’s
invested in companies alongside some of the
platform.
world’s leading venture capital funds, including
several that have become ‘unicorns’.
2TM Group, Mercado Bitcoin’s parent sim;paul is redesigning the way the financial
company, has democratized investments in market relates to the investor customer, and
alternative assets, offering new solutions for the investor to the financial adviser. It enables
companies and end consumers. Mercado more personalized advisory through an
Bitcoin is the largest digital asset platform in innovative, better structure of relationships
Latin America. with IFAs (Independent Financial Advisors).
18 HALF-YEAR REPORT 2021 SPICE PRIVATE EQUITY LTDINVESTMENT BACKGROUND UPDATE ON G2D INVESTMENTS
Since 2018, Spice Private Equity Ltd (‘Spice PE‘) G2D posted net income of USD 10.9 million (BRL
has been pursuing investments in disruptive, 57.5 million) in 2Q21 and its NAV reached USD
mission-driven brands in the consumer- 127.9 million (BRL 639.8 million) as of June 30th,
packaged goods (‘CPG‘) space through The 2021.
Craftory, Ltd. (‘The Craftory‘), a permanent Subsequently to 2Q21, the company had 3
capital platform focused exclusively on relevant events involving its invested companies.
amplifying the world’s boldest consumer
On July 1st 2021, Softbank announced an
brands.
investment in 2TM Participações (Mercado
On 8 September 2020, Spice PE announced Bitcoin’s parent company) at a USD 2.1 billion
that its subsidiary Spice Private Equity valuation. As part of the transaction, G2D sold
(Bermuda) Ltd. (‘Spice Bermuda‘) had become part of its stake in Mercado Bitcoin for BRL 19.5
a shareholder of G2D Investments, Ltd (‘G2D‘), million, while its remaining stake in the company
a new investment firm focused on companies was valued at BRL 239.5 million.
that have developed disruptive technologies.
On July 19th 2021, a fund affiliated to the global
G2D will target primarily minority investments
private equity manager Warburg Pincus
in tech-enabled companies operating in large
announced an investment in Blu. As part of the
addressable markets, led by outstanding
transaction G2D sold part of its stake in the
management teams, and with clear
company for BRL 54 million and its remaining
competitive advantages.
stake in the company was valued at BRL 156.5
G2D conducted an initial public offering million.
(“IPO”) on the Bermuda Stock Exchange (BSX)
On July 26th 2021, Tiger Global led an investment
with the concurrent listing of Brazilian
round in NotCo, one of G2D’s investees through
Depositary Receipts on the Brazilian Stock
The Craftory, at a USD 1.5 billion valuation. This
Exchange (B3). G2D priced its shares at BRL
transaction is estimated to generate an unrealized
7.16 per share, representing a 25% premium
gain of BRL 134 million for G2D.
over its NAV, generating value to Spice PE’s
shareholders After these subsequent events, G2D estimates
that its NAV per share rose by more than 60%
compared to 2Q21’s reported results (BRL 6.08
per share), and currently is at BRL 10.09 per
share.
19 HALF-YEAR REPORT 2021 SPICE PRIVATE EQUITY LTDRIMINI STREET
CONSISTENT RESULTS IN A CHALLENGING YEAR WERE RECOGNIZED BY THE MARKET
+15%
PORTFOLIO: DIRECT INVESTMENT REVENUES
USD MILLION
ASSET CLASS: PUBLIC
180
156
136
Rimini Street is a leading independent provider of
enterprise software support. It was founded in
2005 with the goal of delivering innovative and
value-driven solutions to enterprises, targeting an
addressable market of nearly USD 30 billion, 1H19 1H20 1H21
considering currently supported products.
Rimini’s clients have saved over USD 3 billion in
GROSS PROFIT
maintenance costs to date. +16%
USD MILLION
The company provides software support to more
than 2,400 active clients, including 75 companies
in the Fortune 500 and 17 in the Fortune Global 111
87 96
100. With its low-cost solution and superior
service in its support delivery, Rimini Street has
been able to deliver sustained revenue growth.
1H19 1H20 1H21
INVESTMENT SELECTED NUMBERS
SPICE PE’S # OF ACTIVE
2% +2,600
OWNERSHIP1 CLIENTS
# OF
SECTOR Technology +1,500
EMPLOYEES
INVESTMENT RETENTION
October 2017 +90%
DATE RATE
FMV + REALIZED GAINS1 USD 33 mn
COST USD 24 mn
% OF SPICE PE’S NAV 11%
20 HALF-YEAR REPORT 2021 SPICE PRIVATE EQUITY LTD
1. As of 13 September 2021; If not defined, as of 30 June 2021INVESTMENT BACKGROUND UPDATE ON RIMINI STREET
Spice PE invested in Rimini Street in October During the first half of 2021, Rimini results show
2017 as part of the new direct investment consistent growth in all key operational and
strategy. Rimini currently represents 11% of financial metrics, achieving record revenue of USD
Spice PE’s NAV. The acquisition involved a 91.6M in 2Q21, an increase of 16.9% when
complex transaction which combined GP compared to the same period of last year.
Investments Acquisition Corp. (GPIAC) – a In addition, the half-year also ended with strong
Special Purpose Acquisition Company (SPAC) – year-over-year billings growth of 44.4%, a gross
with Rimini Street. The SPAC was listed before margin over 62% and an active client count that
the merger and, as soon as the combination grew by 22.5%, with a revenue retention of 94%.
was completed, Rimini Street shares began
In addition, Rimini completed a USD 60 million
trading on the Nasdaq Exchange as ‘RMNI’. Of
buyback of Series A Preferred Stock. After the
the USD 50 million equity raised, Spice PE
second quarter, in July, the company redeemed
invested USD 24 million. Despite owning only a
and retired the remaining Series A Preferred
5% stake, Spice PE initially held two of the nine
Stock, with the transaction funded by a new debt
board seats.
of USD 90 million at a rate of LIBOR + 1.75% to
Our investment in Rimini Street was based on 2.50% on a five-year term loan - in the first year,
the attractiveness of: (i) a proven, disruptive the change will represent USD 24 million in cash
and low capital-intensity solution, with a large savings spent servicing the debt.
addressable market; and (ii) a strong founder-
In August and September, Spice PE was able to
led team, with the capabilities and right
obtain partial liquidity in Rimini, so that
incentives to pursue long term value creation.
divestment proceeds to date total USD 18.2
million.
21 HALF-YEAR REPORT 2021 SPICE PRIVATE EQUITY LTDSPICE PRIVATE EQUITY | HALF-YEAR REPORT 2021 FINANCIAL STATEMENTS (IFRS)
CONSOLIDATED BALANCE SHEET (UNAUDITED) IN TUSD Note 30.06.2021 31.12.2020 30.06.2020 Assets Current assets – Cash and cash equivalents 67 345 24 026 26 270 – Receivables and prepayments 5 859 339 717 Total current assets 73 204 24 365 26 987 Non–current assets – Investment at fair value through profit or loss 7 80 948 101 649 99 419 Total non–current assets 80 948 101 649 99 419 Total assets 154 152 126 014 126 406 Liabilities and Shareholders’ Equity Current liabilities – Payables and accrued charges 1 204 300 1 369 – Provision 164 163 164 Total current liabilities 1 368 463 1 533 Total liabilities 1 368 463 1 533 Shareholders’ Equity 4 – Share capital 53 949 53 949 53 980 – Share premium 324 752 324 752 324 810 – Treasury shares (at cost) (562) (562) (651) – Accumulated deficit (253 061) (195 240) (195 240) – Net profit /(loss) for the period 27 233 (57 821) (58 499) – Currency translation difference 473 473 473 Total Spice PE Shareholders’ Equity 152 784 125 551 124 874 Total liabilities and Shareholders’ Equity 154 152 126 014 126 406 Net Asset Value per share Number of shares outstanding at reporting date 5 336 210 5 336 210 5 336 210 Net Asset Value per share 28.63 23.53 23.40 23 2021 HALF-YEAR REPORT SPICE PRIVATE EQUITY LTD
CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME (UNAUDITED)
IN TUSD Note 1.1.2021 – 1.1.2020 –
30.06.2021 30.06.2020
Income
Net realized gain/(loss) on investments 7 17 703 (63)
Interest income 7 87
Dividend income 6 -
Net unrealized gain/(loss) of investments designated at fair value
7 10 980 (56 597)
through profit or loss
Net gain/(loss) on foreign currency exchange (173) (85)
Other Income/(loss) 113 -
Total income/(loss) 28 636 (56 658)
Expenses
Management fees 5 (1 001) (1 149)
Administration fees 5 (54) (53)
Other operating expenses (347) (639)
Total expenses (1 402) (1 841)
Income tax expenses - -
Net profit/(loss) for the period 27 233 (58 499)
Earnings per share
Weighted average number of shares outstanding during the period 5 336 210 5 339 082
Net profit/(loss) per share – basic 5.10 (10.96)
Net profit/(loss) per share – diluted 5.10 (10.96)
Other comprehensive income or/ (loss) for the period - -
Total comprehensive income or/ (loss) for the period 27 233 (58 499)
24 2021 HALF-YEAR REPORT SPICE PRIVATE EQUITY LTDCONSOLIDATED STATEMENT
OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)
Shareholders’ Equity Share Share Less Currency Accumulated Total Spice PE
IN TUSD capital premium treasury translation deficit Shareholders‘
shares differences Equity
(at cost)
Balance as of 1 January 2020 53 980 324 810 (601) 473 (195 240) 183 422
Net loss for the period - - - - (58 499) (58 499)
Other comprehensive
- - - - - -
income
Total comprehensive loss - - - - (58 499) (58 499)
Purchase and sale of
- - (49) - - (49)
treasury shares
Total equity changes - - (49) - (58 499) (58 548)
Total Equity as of 30 June
53 980 324 810 (650) 473 (253 739) 124 874
2020
Balance as of 1 January 2021 53 949 324 752 (562) 473 (253 061) 125 551
Net profit for the period - - - - 27 233 27 233
Other comprehensive
- - - - - -
income
Total comprehensive profit - - - - 27 233 27 233
Purchase and sale of
- - - - - -
treasury shares
Total equity changes - - - - 27 233 27 233
Total Equity as of 30 June
53 949 324 752 (562) 473 (225 828) 152 784
2021
25 2021 HALF-YEAR REPORT SPICE PRIVATE EQUITY LTDCONSOLIDATED STATEMENT OF CASH FLOW (UNAUDITED) IN TUSD 30.06.2021 30.06.2020 Cash flows from operating activities Proceeds from non–current assets 46 363 6 655 Purchase of non–current assets (2 669) (14 296) Dividends received 6 - Operating costs (435) (2 272) Total net cash used in operating activities 43 265 (9 913) Cash flows from investing activities Divestment of financial instruments - 9 575 Interest income 120 399 Total net cash generated from investing activities 120 9 974 Cash flows from financing activities Treasury share purchases - (145) Treasury share sales - 95 Change in short term financial liabilities (11) 3 Total net cash used in financing activities (11) (47) Foreign exchange effect on cash and cash equivalents (56) (6) Increase /(decrease) in cash and cash equivalents 43 319 10 Cash and cash equivalents as of 1 January 24 026 26 260 Cash and cash equivalents as of 30 June 67 345 26 270 26 2021 HALF-YEAR REPORT SPICE PRIVATE EQUITY LTD
NOTES TO THE UNAUDITED CONSOLIDATED
CONDENSED INTERIM FINANCIAL STATEMENTS
NOTE 1 CORPORATE INFORMATION Direct Investments and Fund Investments may
include investments in private equity and private
Spice Private Equity Ltd (“the Company”) is a Swiss
equity related instruments and opportunistically
stock corporation established under the relevant
in certain categories of credit products.
provisions of the Swiss Code of Obligations and
Investments will typically be made through Spice
domiciled in Zug. The Company’s shares are listed
Bermuda. Net profits generated upon realizations
on the SIX Swiss Exchange. The address of the
will typically be re–invested.
registered office of the Company is
Industriestrasse 13c, 6302 Zug, Switzerland. The Group expects to invest significant amounts
of capital in each individual transaction and will
On 5 May 2016, GP Investments Ltd (“GP”) agreed
therefore be expected to sustain a higher portfolio
to acquire the shares in Spice Private Equity Ltd
concentration than was evident in prior years. In
(ticker symbol “SPCE”) which were held by
the case of an investment in any blind pool fund
investment vehicles managed by Fortress
or limited partnership of which GP or its affiliates
Investment Group LLC (“Fortress”) and Newbury
is the General Partner, the Group’s investment
Associates LLC (“Newbury”). The closing of the
shall not represent more than 10% of such fund’s
transaction took place right after the annual
aggregate committed capital.
general meeting of shareholders on 28 June 2016.
GP now indirectly holds 63.49% of the shares and The group Board of Directors currently has the
voting rights of the Group. following composition:
On 24 May 2018, the Company announced the • Mr. Christopher Brotchie, Chairman of the
completion of the merger agreement between an Board of Directors
affiliate of the Company and FoodFirst Global • Mr. Christopher Wright, member of the
Restaurants, Inc. (“FoodFirst”) (ex. Bravo Brio Board of Directors
Restaurant Group, Inc.), through FoodFirst Global,
• Mr. Fersen Lamas Lambranho, member of
LP (“Food First, LP”), a Limited Partnership
the Board of Directors
domiciled in Delaware, USA. As of 30 June 2021,
the Company, Spice Bermuda (“Spice Bermuda”) • Mr. David Justinus Emery, member of the
and Food First, LP together constituted “the Board of Directors
Group”. The Group’s structure as of 30 June 2021 • Mr. Alvaro Lopes da Silva Neto, member of
is displayed on the next page. the Board of Directors
The investment objective of Spice Private Equity
Ltd and its subsidiaries is to achieve long–term
capital growth for shareholders by investing
directly in companies (“Direct Investments”) and
in private equity specialized funds (“Fund
Investments”). The Group will invest in assets
denominated in foreign currencies and may from
time to time enter into transactions with the
objective of hedging foreign currency exposure.
27 2021 HALF-YEAR REPORT SPICE PRIVATE EQUITY LTDNOTES TO THE UNAUDITED CONSOLIDATED
CONDENSED INTERIM FINANCIAL STATEMENTS
In 2013, the Company and GP Advisors Ltd. ORGANIZATIONAL STRUCTURE
(formerly APEN Services GmbH) amended their ORGANIZATIONAL STRUCTURE AS OF 30 JUNE 2021
agreement on administrative services to be
GP Investments Other
provided to the Company. Under the agreement, (Shareholders) shareholders
the Company issued a power-of-attorney to GP
63.49%
Advisors Ltd. (a wholly owned subsidiary of GP
Investments, Ltd.) staff to handle matters of a Board of Directors
100%
merely administrative nature. Under this Spice Private Equity LTD
ZUG
agreement, the Company shall pay to GP Advisors 1
Ltd. (a wholly owned subsidiary of GP
Investments, Ltd.) an annual fee of CHF 100 000 Investment Committee 100%
plus out-of-pocket expenses reasonably incurred.
GP Advisors Spice Private Equity
On 01 July 2017, this agreement was transferred (Bermuda) LTD (Bermuda) LTD
to GP Advisor (Bermuda) under the same terms. Investment Management Agreement between Spice Private
Equity (Bermuda) LTD and GP Advisors (Bermuda) LTD
The consolidated condensed interim financial
statements are presented in US Dollars (USD) and (1) Administrative Services Agreement between GP Advisors (Bermuda) Ltd and
all values are rounded to the nearest thousands, Spice Private Equity Ltd.
except per share data or when otherwise
indicated. NOTE 2 BASIS OF PRESENTATION
The consolidated condensed interim financial
statements per 30 June 2021 are prepared in
accordance with IAS 34 Interim Financial
Reporting and comply with Swiss Law and the
accounting guidelines laid down in the SIX Swiss
Exchange’s Directive on Financial Report (DFR) for
Investment Companies. These consolidated
condensed interim financial statements do not
include all the information and disclosures
required in annual financial statements.
Accordingly, this report is to be read in
conjunction with the annual report for the year
ended 31 December 2020.
The accounting policies adopted are consistent
with those of the previous financial year and
corresponding interim reporting period, except for
the adoption of new and amended standards as
set out below.
28 2021 HALF-YEAR REPORT SPICE PRIVATE EQUITY LTDNOTES TO THE UNAUDITED CONSOLIDATED
CONDENSED INTERIM FINANCIAL STATEMENTS
The following new standards and amendments to NOTE 4 SHAREHOLDERS’ EQUITY
standards was mandatory for the first time for the
The share capital of the Group as of 30 June 2021
financial years beginning in January 1st, 2020. The
amounts to TUSD 53 949 (31 December 2020:
Group has assessed the potential impact of the
TUSD 53 949) consisting of 5 360 617 registered
below-mentioned standards and interpretations.
shares (31 December 2020: 5 360 617) with a par
Based on the analysis performed, the Group
value of CHF 10.00 (USD 10.06) each. All issued
concludes that the new standards had no material
shares are fully paid–in. On 27 May 2020, the
impact on the Group's accounting policies, its
Board of Directors of the Group decided to cancel
overall results and financial position.
3’100 Shares. The cancellation was completed in
Expected to
July 2020.
be applied
New IFRS first in Share capital is broken down as follows:
pronouncement Title financial year
Amendments to 2020
IFRS 3 Business Combinations Number of Shares
Amendments to Presentation of 2020 Outstanding shares at 1 January
5 336 210
IAS 1 und IAS 8 Financial Statements 2021
Amendments to Financial Instruments: 2020 – Treasury shares sold -
IFRS 7 and IFRS 9 Disclosures
Amendments to References to the 2020 – Treasury shares purchased -
conceptual Framework in IFRS Standards
Outstanding shares at 30 June 2021 5 336 210
NOTE 3 FOREIGN EXCHANGE RATES
The following exchange rates have been used for
the preparation of these consolidated condensed
Number of Shares
interim financial statements:
Outstanding shares at 1 January 2020
5 339 509
30 June 31 December 30 June
– Treasury shares sold
Unit 2021 2020 2020 5 360
USD USD USD
– Treasury shares purchased
Foreign exchange rates: (8 659)
Swiss Franc 1 CHF 1.0807 1.1293 1.0555 Outstanding shares at 30 June 2020 5 336 210
Euro 1 EUR 1.1855 1.2213 1.1231
UK Pound Sterling 1 GBP 1.3827 1.3673 1.2399
The Group can trade in treasury shares in
accordance with the relevant guidelines (the
1.1.2021– 1.1.2020– 1.1.2020– Company’s Articles of Association, Swiss company
Unit 30.6.2021 31.12.2020 30.6.2020
USD USD USD
law, listing rules of the SIX Swiss Exchange).
Average rates: Treasury shares are treated as a deduction from
Swiss Franc 1 CHF 1.1010 1.0663 1.0353
the consolidated Shareholders’ Equity of TUSD
Euro 1 EUR 1.2049 1.1020
562 (31 December 2020: TUSD 562).
1.1417
UK Pound Sterling 1 GBP 1.3885 1.2838 1.2605
29 2021 HALF-YEAR REPORT SPICE PRIVATE EQUITY LTDNOTES TO THE UNAUDITED CONSOLIDATED
CONDENSED INTERIM FINANCIAL STATEMENTS
Dividend program 5.1 MATERIAL TRANSACTIONS
On 29 May 2018, the Board of Directors of the Board of Directors’ expenses
Group announced their intention to propose the Expense of TUSD 254 (30 June 2020: TUSD 219)
creation of a dividend policy starting in 2019. The were booked during the reporting period for
program would have a three-year term, ensuring Board of Directors compensation and travel
predictability as well as gradually increasing expenses. Board of Directors members did not
dividends. The objective is to propose minimum receive any new SARs during 2021.
target pay-outs of USD 5.0m, USD 5.5m and USD
Administration fees
6.0m in 2019, 2020 and 2021 respectively, with
the specific pay-outs to be decided based upon During the six-month period ended 30 June 2021,
Spice PE’s liquidity position, the performance of its administration fee expenses and payments to GP
investment portfolio and the board’s assessment Advisors (Bermuda) Ltd (a wholly owned
of new potential investments or divestments. subsidiary of GP Investments, Ltd.) amounted
TUSD 54 (30 June 2020: TUSD 53 (paid to GP
In June 2019, the company paid a dividend of USD
Advisors (Bermuda) Ltd). Please refer to Note 1 in
5.1mn to the shareholders in accordance with the
respect to the agreement transferred from GP
dividend program as indicated above. No
Advisors Ltd, Zurich to GP Advisors (Bermuda) Ltd.
dividends were paid during the first half of 2021.
(a wholly owned subsidiary of GP Investments,
In May 2021, the Board of Directors has decided
Ltd.).
not to propose a dividend payment at 2021
Annual General Meeting. Management and performance fees
NOTE 5 RELATED PARTY TRANSACTIONS In the reporting period the Group paid
management fee of USD 1.0 million (30 June
Related Parties are individuals and companies that
2020: USD 1.1 million) to GP Advisors (Bermuda)
have the ability, directly or indirectly, to control
Ltd. (a wholly owned subsidiary of GP
the other party or to exercise significant influence
Investments, Ltd). Based on the investment
over the other party in making financial and
management agreement, the management fee
operating decisions.
per quarter is calculated as follows: after the
Related Parties include: Initial Period, the management fee is equal to 1 /4
• Board of Directors of Spice Private Equity Ltd; of 1.5% of the Company’s NAV.
• GP Investments Group consisting of GP Swiss
Ltd, GP Investments Ltd. (Bermuda), GP Advisors
(Bermuda) Ltd. (a wholly owned subsidiary of GP
Investments, Ltd.)
30 2021 HALF-YEAR REPORT SPICE PRIVATE EQUITY LTDNOTES TO THE UNAUDITED CONSOLIDATED
CONDENSED INTERIM FINANCIAL STATEMENTS
The Group is invested as of 30 June 2021 in two NOTE 6 DETERMINATION OF FAIR VALUE
funds managed by GP Investments (GP Capital The Group’s investments are primarily non–
Partners IV, L.P. and GP Capital Partners V, L.P.). current financial assets and are measured at their
The fees paid by the Group under these fair value using the most appropriate valuation
investments amounts to TUSD 283 (2020 – TUSD techniques as described in detail below.
27). The Group also invests directly in two
The responsibility for determining fair value lies
vehicles, which hold Rimini Street’s investment
with the Board of Directors. Due to inherent
(RMNI InvestCo, LLC and RMNI InvestCo II, LLC)
uncertainties, fair valuations may differ
and indirectly in other three vehicles, which hold
significantly from values that would have been
FoodFirst’s investment (Bugatti Intermediate I,
used in actual market transactions.
Inc., Bugatti Intermediate II, Inc. and Bugatti
Parent, Inc.). The Group determines fair value as follows:
GP Advisors (Bermuda) Ltd. (a wholly owned 6.1 DIRECT INVESTMENTS
subsidiary of GP Investments, Ltd.) is entitled to a In estimating the fair value of unquoted direct
performance fee of 10% of the increase, if any, in investments, the Group considers the most
the Company’s NAV after a 5% hurdle and subject appropriate market valuation techniques, using a
to customary catch–up and high–watermark maximum of observable inputs. This analysis will
clauses. The high–watermark was reset to the USD typically be based on one of the following
value of the Company’s NAV as of 31 December methods (depending on what is appropriate for
2014 of USD 203.6 million to reflect the new that particular company/industry):
structure and size of the Company after the sale
• Result of multiple analysis;
of the “Legacy Portfolio”. No performance fees
have been accrued or paid as of 30 June 2021 and • Result of discounted cash flow analysis;
2020. • Reference to transaction prices (including
As long as there remains in effect an investment subsequent financing rounds);
management agreement between GP Advisors • Reference to the valuation of other
(Bermuda) Ltd. (a wholly owned subsidiary of GP investors;
Investments, Ltd.) and Spice Private Equity
• Reference to comparable companies.
(Bermuda) Ltd, the Group shall not pay any
additional management or performance fees to For venture capital investments, the following is
GP or affiliates of GP related to any investment also considered:
made by the Group in respect of primary fund A new financing round that is material in size for
commitments where GP or an affiliate thereof the Group and having new, sophisticated
also acts as the general partner or manager. institutional investors making up a significant
Customary fees may, however, be payable in piece of the financing round. An inside round of
respect of secondary limited partnership interests financing does not qualify.
in funds managed by GP or affiliates of GP which
have been or may in the future be acquired from
third parties in arm’s length transactions.
31 2021 HALF-YEAR REPORT SPICE PRIVATE EQUITY LTDNOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS The Group monitors investments by analyzing • Changes to market or other economic regular reports and through direct contact with conditions impacting the value of the fund; the companies’ management. Financial and • NAV reported by the fund has not been market performance is compared with budget appropriately determined by applying the information, data obtained from competitors and valuation principles as per generally accepted subsequent rounds of financing. accounting standards. The Board of Directors reviews and discuss the Further, when information is used based on data valuations at least once a year and may different from the reporting date, capital independently apply adjustments to determine drawdowns and capital distribution activity of the the investments’ fair value. remaining period until the reporting date is added 6.2 FUND INVESTMENTS to and subtracted from the valuation as The valuation of Fund Investments is generally appropriate. Where more recent reporting is not based on the latest available Net Asset Value available, valuations are based on the latest (“NAV”) of the fund reported by the capital accounts provided by portfolio funds, with corresponding fund manager provided that the capital drawdowns and capital distribution activity NAV has been appropriately determined by using being added to and subtracted from the valuation. proper fair value principles as per generally The Group monitors current market activity accepted accounting standards. The Board of related to these funds and the overall market Directors reviews and approves the NAV provided developments to determine implications on the by the fund’s General Partners unless the Board of valuations and apply appropriate adjustments if Directors is aware of reasons that such a valuation necessary. The Board of Directors reviews the may not be the best approximation of fair value. In valuations of these funds and discusses portfolio general, NAV is adjusted by capital calls and company performance with the relevant portfolio distributions falling between the date of the latest fund managers. The portfolio fund managers NAV of the fund and the reporting date of the determine fair values of the underlying Group. Additionally, a mark to market adjustment investments by using the same valuation is applied if funds are invested in listed quoted techniques as noted above for Direct Investments. securities which are traded in active markets. Investment valuations are further generally based on previous quarter ended (compared to the reporting date) capital accounts. Adjustments to the valuation are considered when either of the following applies: • The Group becoming aware of subsequent changes in the fair values of underlying companies; • New/amended features of the fund agreement that might affect distributions; 32 2021 HALF-YEAR REPORT SPICE PRIVATE EQUITY LTD
NOTES TO THE UNAUDITED CONSOLIDATED
CONDENSED INTERIM FINANCIAL STATEMENTS
6.3 OTHER FINANCIAL ASSETS value measurement. The Board of Directors
Investments in securities and in other financial assessment of the significance of a particular
instruments traded in the over the counter market input to the fair value measurement in its entirety
and listed securities for which no trade is reported requires judgment, and considers factors specific
on the valuation date are valued at the price to the investment.
within the bid–ask spread that is most The following table summarizes the Group’s
representative of fair value in the circumstances. investments measured at fair value on a recurring
basis by the above fair value hierarchy levels:
NOTE 7 FAIR VALUE ESTIMATION As of 30 June 2021
in TUSD Level 1 Level 2 Level 3 Total
The Group is required to disclose fair value
measurements by level of the following fair value Financial assets at
fair value through
measurement hierarchy: profit or loss 24 222 – 56 726 80 948
Level 1 – inputs to the valuation methodology are Total 24 222 – 56 726 80 948
quoted prices available in active markets for
identical investments as of the reporting date. The
type of investments listed under Level 1, include
unrestricted securities listed in active markets.
Level 2 – inputs to the valuation methodology are
other than quoted prices in active markets, which
are either directly or indirectly observable as of
the reporting date. Investments which are
included in this category include restricted
securities listed in active markets, securities
traded in other than active markets, derivatives,
corporate bonds and loans.
Level 3 – inputs to the valuation methodology are
unobservable and significant to overall fair value
measurement. The inputs into the determination
of fair value require significant management
judgment or estimation. Investments that are
included in this category include investments in
privately held entities.
In certain cases, the inputs used to measure fair
value may fall into different levels of the fair value
hierarchy. In such cases, an investment’s level
within the fair value hierarchy is based on the
lowest level of input that is significant to the fair
33 2021 HALF-YEAR REPORT SPICE PRIVATE EQUITY LTDNOTES TO THE UNAUDITED CONSOLIDATED
CONDENSED INTERIM FINANCIAL STATEMENTS
As of 31 December 2020 determined by specifying in which region the
in TUSD Level 1 Level 2 Level 3 Total investment was made:
Financial assets at fair in TUSD 30 June 2021 31 December 2020
value through profit or
Switzerland 5 314 5 736
loss – – 101 649 101 649
USA 77 341 32 121
Total – – 101 649 101 649
Bermuda - -
There were no changes in valuation techniques Asia–Pacific 7 492 6 746
during the periods. Latin America 31 819 28 464
Sub–Saharan Africa 2 391 2 210
Due to the nature of the business, the Group
assures there are no transfers between level 1, 2 UK 5 572 50 737
and 3 assets. The following table discloses the Global 24 222 -
changes to the fair value of level III financial Total 154 152 126 014
assets: The geographical analysis of total income is
determined by specifying from which region the
in TUSD 30 June 2021 31 December2020 investment profits are generated:
Level 3 assets fair value at 1 in TUSD 30 June 2021 30 June 2020
101 649 147 393
January
Switzerland (5) 28
Purchases and capital calls 19 436 9 319 USA 68 (33 962)
Bermuda - 13
Distributions (59 754) (709) Asia–Pacific (438)
747
Change in unrealized Latin America 7 214 446
10 980 (54 287)
gain/(loss) of Level 3 assets Sub–Saharan Africa (308)
181
Realized gain/(loss) of Level 3 UK (22 351)
8 637 (66) 16 649
assets
Global 3 783
Level 3 assets fair value at 30
80 948 101 649 Other Regions - (85)
June / 31 Deecember
Total 28 636 (56 658)
NOTE 9 TAXES
NOTE 8 SEGMENT REPORTING
30 June 2021 30 June 2020
The sole operating segment of the Group is to Current income tax - -
invest in private equity. The investment manager
Reconciliation of income tax
works as a team for the entire portfolio, asset calculated with the applicable tax
allocation is based on a single, integrated rate:
investment strategy and the Group’s performance – Loss before tax expense 27 233 (58 498)
is evaluated on an overall basis. Thus the results – Applicable tax rate 7.8% 7.8%
published in this report correspond to the sole
– Income tax 2 124 -
operating segment of investing in private equity.
Effect from:
The geographical analysis of total assets is – unrecognized tax loss - -
Total income tax expenses - -
34 2021 HALF-YEAR REPORT SPICE PRIVATE EQUITY LTDNOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS During the six-month period ended June 30, 2021, the Company did not pay non–refundable withholding taxes (30 June 2020: nil). The Company did not recognize income tax assets in the form of losses that can be carried forward against future taxable income. No deferred tax assets are capitalized due to the inherent uncertainty of a refund which depends on achieving taxable net incomes in Switzerland in the foreseeable future. Expiry of unrecognized tax losses 30 June 2021 31 December 2020 Within 1 year 2 643 Within 2-4 years 3 672 Within 5-7 years 93 505 Total 99 819 NOTE 10 SUBSEQUENT EVENTS During July and September, in the context of LEON’s sale to EG Group, Spice PE received proceeds of approximately USD 4.8 million, which represent the previously withheld sale proceeds. In August and September, Spice PE was able to obtain partial liquidity in Rimini, so that divestment proceeds to date total USD 18.2 million. 35 2021 HALF-YEAR REPORT SPICE PRIVATE EQUITY LTD
NOTES TO THE UNAUDITED CONSOLIDATED
CONDENSED INTERIM FINANCIAL STATEMENTS
NOTE 11 INVESTMENTS DESIGNATED AT FAIR VALUE THROUGH PROFIT OR LOSS
In TUSD Opening Opening Cumulative Capital CAPEX Paid in Returned Sales Cost Fair value Cumulative Change in Realized Realized Dividend Interest Change in Outstanding Investment Vintage
balance at balance gain/(loss) Calls capital capital gain/(loss) Unrealized gain loss income income Realizedcommitments Currency year
cost at fair gain/(loss) gain/(loss)
value Asset
Period 1.1.2021 1.1.2021 1.1.2021 1.1.2021 - 1.1.2021 - 1.1.2021 -30.06.202130.06.2021 30.06.2021 1.1.2021 - 1.1.2021 - 1.1.2021 - 1.1.2021 - 1.1.2021 - 1.1.2021 -
30.06.2021 30.06.2021 30.06.2021 30.06.202130.06.202130.06.202130.06.202130.06.202130.06.2021
Direct Co-Investments
FoodFirst Global LP. 73 850 25 701 (48 148) - - - – – 73 850 25 699 (48 150) (2) – – – – – – USD 2018
Leon Restaurant Ltd. 39 543 32 678 (6 864) 16 767 - 16 767 – 56 309 – – – 0 16 767 – – – 16 767 – GBP 2017
RMNI InvestCo LLC 24 000 10 632 (13 368) - - - – 3 159 20 841 12 838 (8 003) 3 606 919 – – – 919 – USD 2017
RMNI InvestCo II LLC 2 838 2 838 - - - – – – 4 484 4 484 1 647 – – – – – – USD 2017
-
G2D Investments LTd. (B-
16 291 18 059 1 768 - - - – – 16 291 21 869 5 579 3 811 – – – – – 28 709 USD
Shares)
G2D Investments LTd. (A-
- - - 2 381 - 2 381 – – 2 381 2 353 (28) (28) – – – – – – – 2018
Shares)
Subtotal Direct Co-
153 683 89 909 (63 775) 19 147 - 19 147 – 59 468 113 363 67 244 (46 118) 9 033 17 685 – – – 17 685 28 709 –
Investments
Fund investments
Global EM Funds Portfolio
GP Capital Partners IV - – – – – – – – – – – – – USD 2015
- - - - -
GP Capital Partners V 4 571 2 721 970 284 - 284 286 – 4 568 3 758 (810) 1 026 18 – – – 18 3 579 USD 2015
Tara India III 93 154 - - - – – – 90 90 (3) – – – – – – USD 2015
-
NYLIM Jacob Ballas III 4 161 6 492 3 600 - - - – – 4 161 7 304 3 143 812 – – – – – 3 339 USD 2015
Subtotal Global EM Funds
8 732 9 306 4 724 284 - 284 286 – 8 730 11 152 2 423 1 835 18 – – – 18 6 918 –
Portfolio
Sub-Saharan African Funds
Portfolio
Africa Oil Corporation 5 043 2 210 (2 833) - – – 5 043 2 391 (2 651) 181 – – – – – – USD 2015
- -
Subtotal Sub-Saharan African
5 043 2 210 (2 833) - - - – – 5 043 2 391 (2 651) 181 – – – – – – –
Funds Portfolio
Latin American Funds
Portfolio
DLJ South America Partners 76 64 (12) 5 - 5 – – 80 62 (18) (7) 0 – 6 – 0 551 USD 2015
Subtotal Latin American
76 64 (12) 5 - 5 – – 80 62 (18) (7) 0 – 6 – 0 551 –
Funds Portfolio
Asia-Pacific Funds Portfolio
Quvat Capital Partners II 3 033 160 (2 873) – – 3 033 98 (2 935) (62) – – – – – 5 USD 2014
- - -
Subtotal Asia-Pacific Funds
3 033 160 (2 873) 0 0 – – 3 033 98 (2 935) (62) – – – – – 5 –
Portfolio -
Subtotal Fund Investments 16 884 11 741 (993) 288 ( 505) 288 286 – 16 886 13 704 (3 182) 1 947 18 – 6 – 18 7 474 –
Total of all Investments 170 567 101 650 (64 768) 19 436 (5 734) 19 436 286 59 468 130 249 80 948 (49 300) 10 980 17 703 – 6 – 17 702 36 183 –
36 2021 HALF-YEAR REPORT SPICE PRIVATE EQUITY LTDADDRESSES & CONTACTS
ORGANIZATION REGISTERED OFFICES
BOARD OF DIRECTORS Spice Private Equity Ltd
Christopher Brotchie, Chairman Industriestrasse 13c
Fersen Lamas Lambranho, Vice–Chairman CH–6302 Zug
David Justinus Emery, Member Phone +41 41 710 70 60
Alvaro Lopes da Silva Neto, Member Fax +41 41 710 70 64
Christopher Wright, Member info@spice-private-equity.com
INVESTMENT COMMITTEE SPICE PRIVATE EQUITY (BERMUDA) LTD
Antonio Bonchristiano Clarendon House
Fersen Lamas Lambranho 2 Church Street
João Junqueira Hamilton, HM 11
Danilo Gamboa Bermuda
www.spice-private-equity.com
AUDITORS
PricewaterhouseCoopers AG INVESTOR RELATIONS
Birchstrasse 160 Rodrigo Boscolo
CH–8050 Zürich Investor & Media Relations
investor.relations@spice-private-equity.com
KEY INFORMATION
Swiss Security Number: 915.331
ISIN: CH0009153310
Ticker symbol: SPCE
Reuters: SPCE.BN
Bloomberg: SPCE:SW
37 2021 HALF-YEAR REPORT SPICE PRIVATE EQUITY LTDEXCELLENCE IN GLOBAL PRIVATE EQUITY www.spice-private-equity.com
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