DUTCH VENTURE INITIATIVE S.A. SICAR
Société d’investissement en capital à risque
R.C.S. Luxembourg B 179 637

Registered office: 5, rue Guillaume Kroll, L-1882 Luxembourg

Audited financial statements for the year ended March 31, 2018

DUTCH VENTURE INITIATIVE S.A. SICAR
Table of contents
Management and Administration ............................................................................................... 3
Board of Directors’ report .......................................................................................................... 5
Report of the réviseur d’entreprises agrée.................................................................................. 7
Statement of financial position................................................................................................. 10
Statement of comprehensive income........................................................................................ 11
Statement of changes in net assets attributable to holders of redeemable shares .................... 12
Statement of cash flows............................................................................................................ 13
Notes to the financial statements .............................................................................................. 14

2

DUTCH VENTURE INITIATIVE S.A. SICAR
Management and Administration
Registered Office (until 31.05.2018)
5, Allée Scheffer
L-2520 Luxembourg
Grand-Duchy of Luxembourg
Registered Office (since 01.06.2018)
5, rue Guillaume Kroll
L-1882 Luxembourg
Grand-Duchy of Luxembourg

Board of Directors
John A. Holloway
Elze Tjeerd Meijer (until 10.01.2018)
Wendy De Jong (since 10.01.2018)
Frederik Van Beuningen (until 14.07.2017)
Leendert Meijaard (since 14.07.2017)

Adviser
European Investment Fund
37B, Avenue J.F. Kennedy
L-2968 Luxembourg
Grand-Duchy of Luxembourg

Depositary (until 31.05.2018)
CACEIS Bank, Luxembourg Branch
5, Allée Scheffer
L-2520 Luxembourg
Grand-Duchy of Luxembourg
Depositary (since 01.06.2018)
Alter Domus Depositary Services S.à r.l.
5, rue Guillaume Kroll
L-1882 Luxembourg
Grand-Duchy of Luxembourg

Administrative, Registrar, Transfer Agent (until 31.05.2018)
CACEIS Bank, Luxembourg Branch
5, Allée Scheffer
L-2520 Luxembourg
Grand-Duchy of Luxembourg

3

DUTCH VENTURE INITIATIVE S.A. SICAR
Administrative, Registrar, Transfer Agent (since 01.06.2018)
Alter Domus Alternative Asset Fund Administration S.à r.l.
5, rue Guillaume Kroll
L-1882 Luxembourg
Grand-Duchy of Luxembourg

Legal Advisor
Allen & Overy Luxembourg
33, Avenue J.F Kennedy
L-1855 Luxembourg
Grand-Duchy of Luxembourg

Auditor
KPMG Luxembourg, Société coopérative
39, Avenue John F. Kennedy
L-1855 Luxembourg
Grand-Duchy of Luxembourg

4

DUTCH VENTURE INITIATIVE S.A. SICAR
Board of Directors’ report
For the year ended March 31, 2018
The Dutch Venture Initiative S.A. SICAR ("DVI" or "the Company") was incorporated on August 7, 2013 as a
risk capital investment company (Société d'Investissement en Capital à Risque) established as a public limited
liability company (Société Anonyme) subject to the Luxembourg 15 June 2004 Act on SICAR. The Company was
approved by the Luxembourgish financial sector supervision authority, the Commission de Surveillance du Secteur
Financier ("CSSF") and entered on the official list of SICARs with effect as of August 7, 2013.
The fund’s first closing took place on August 12, 2013 at an amount of EUR 150m with PPM Oost and EIF
committing EUR 100m each, but ElF's commitment being capped at one third of the total fund size (i.e. EUR 50m
at the first closing size). On December 10, 2014 the Brabantse Ontwikkelings Maatschappij B.V., via one of their
investment vehicles Innovatiefonds Brabant B.V., announced its entry into the capital of DVI with EUR 5m
bringing the total commitments into DVI to EUR 157.5m as this commitment released an additional EUR 2.5m in
commitments from EIF. On July 16, 2015 the total commitments to DVI increased once again. PPM Oost
committed an additional EUR 30m, which automatically released additional commitments of EUR 15m from the
side of the EIF. This allowed DVI to subscribe EUR 45m into the Dutch business angel initiative European Angels
Fund S.C.A. SICAR – EAF Netherlands (“EAF Netherlands” or “EAF NL”). As a result of this EUR 45m capital
increase, the Fund held a final closing of EUR 202.5m.
In the year ended March 31, 2018 the Investment Committee did not approve any new transactions, as DVI was
already fully committed at the end of 2015 when it approved SET Fund II for an amount of EUR 6m. It can be
considered a great success that DVI managed to complete its investment programme roughly 30 months after
inception, which has been one of the main reasons for the launch of a successor fund-of-funds initiative. With the
signature of Keen Venture Partners, DVI managed to successfully close its final transaction on October 10, 2016.
The total amount of signed transactions has reached EUR 193m, representing 95.3% of the DVI fund size. As of
the reporting date, DVI had made commitments to 14 different funds: Prime Ventures IV, Gilde Healthcare III,
Newion Investments II, Karmijn Kapitaal I, Aglaia Oncology Fund II, Life Science Partners V, Forbion Capital
Fund III, Gilde Healthcare Services II, henQ III, Endeit Fund II, European Angels Fund – EAF Netherlands, HPE
Fund II, SET Fund II and the Keen Venture Partners Fund. These 14 signed funds have so far made 130
investments, of which 63 are based in The Netherlands. The total amount of capital called from investors since the
incorporation of the Fund climbed to EUR 82.3m, representing 42.2% of the total commitments.
It is again interesting to note that new successes in DVI’s underlying company portfolio have been realised. During
the reporting period, a total of seven new exits have been announced, which brings the total of successful exits in
the underlying DVI company portfolio to 15. LSP V announced two company exits, it agreed to sell its stake in
Neuravi to a Johnson&Johnson company in April 2017. Shortly afterwards, in May 2017, Luxendo was sold to the
Bruker corporation. Endeit II announced its first exit in August 2017, when it agreed to sell its stake in Contorion
to the German Hoffmann Group, only 13 months after the fund made its first investment in the company. Forbion
III also realised two successful exits during the reporting period, it announced to sell its stake in Rigontec in
September 2017 and in March 2018 portfolio company Prexton was sold to Lundbeck A/S in a structured
transaction. Forbion III will receive in upfront payments, representing a 2.5x return. Prime IV realised its first
successful exit in December 2017, when it agreed to sell its stake in Forcare to Philips NV. Gilde Healthcare III
realised its 6th successful exit in February 2018 when it announced to sell portfolio company STAT-Dx to Qiagen
NV.

5

DUTCH VENTURE INITIATIVES.A. SICAR
Board of Directors' report (continued)
For the year ended March 31, 2018
The Company can look back on a dynamic investment activity since inception about five years ago. DVI has had
important incremental and catalytic effects as it allowed EIF. via DVI and other mandates it is advising or
managing, to invest larger amounts and also to catalyse additional capital from other investors towards funds acti, e
on the Dutch market. This can be demonstrated by the fact that the total size of the combined 14 underlying DVI
funds has reached an amount of over EUR 1.5 billion As the investment activity across these funds reaches its
operational capacity. DVI has been able to demonstrate successfully its role to strengthen the capital base of Dutch
innovative SMEs .
.John A. Holloway
Chairman of the Board

6

KPMG Luxembou rg, Societe cooperative
39, Avenue John F. Kennedy
L - 1855 Luxembourg

Tel.: +352 22 51 51 1
Fax: +352 22 51 71
E-mail: info@kpmg.lu
Internet: www.kpmg. lu

To the Shareholders of the
Dutch Venture Initiative S.A. SICAR
5, rue Guillaume Kroll
L-1882 Luxembourg
Grand Duchy of Luxembourg

REPORT OF THE REVISEUR D'ENTREPRI SES AGREE

Opinion

We have audited the financial statements of the Dutch Venture Initiative S.A. SICAR (the
"Company"}, which comprise the statement of financial position as at March 31 , 2018,
and the statement of comprehensive income, statement of changes in net assets and
statement of cash flows for the year then , and notes to the financial statements, including
a summary of significant accounting policies.
In our opinion, the accompanying financial statements give a true and fair view of the
financial position of the Company as at March 31 , 2018, and of its financial performance
and its cash flows for the year then ended in accordance with International Financial
Reporting Standards (IFRSs) as adopted by the European Union.
Basis for Opinion

We conducted our audit in accordance with the Law of 23 July 2016 on the audit
profession ("Law of 23 July 2016") and with International Standards on Auditing ("ISAs")
as adopted for Luxembourg by the "Commission de Surveillance du Secteur Financier"
("CSSF"). Our responsibilities under the Law of 23 July 20 16 and ISAs are further
described in the « Responsibilities of "Reviseur d'Entreprises agree" for the audit of the
financial statements » section of our report. We are also independent of the Company in
accordance with the International Ethics Standards Board for Accountants' Code of
Ethics for Professional Accountants ("IESBA Code") as adopted for Luxembourg by the
CSSF together with the ethical requirements that are relevant to our audit of the financial
statements, and have fulfilled our other ethical responsibilities under those ethical
requirements. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Other information

The Board of directors is responsible for the other information. The other information
comprises the information stated in the Board of Directors' report but does not include
the financial statements and our report of "Reviseur d'Entreprises agree" thereon .
Our opinion on the financial statements does not cover the other information and we do
not express any form of assurance conclusion thereon.

KPMG Luxembourg, Soc161~ cooperat.ve, a lu)(embourg entity and a
member firm of tho KPMG notwo·k of .ndcpondcnt mombor t1 1ms
afl!l,atod with KPMG lniemational Coopera1rve r·KPMG tmernational"),
a $\Niss ent•tv

l VA LU 27351518
RCS Lu)(embour9 8 l d9133

In connection with our audit of the financial statements, our responsibility is to read the
other information and, in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge obtained in the audit or
otherwise appears to be materially misstated. If, based on the work we have performed,
we conclude that there is a material misstatement of this other information, we are
required to report this fact. We have nothing to report in this regard .
Respons ibilities of the Board of Directors of the Company for the financial
statements

The Board of Directors is responsible for the preparation and fair presentation of the
financial statements in accordance with IFRSs as adopted by the European Union, and
for such internal control as the Board of Directors determines is necessary to enable the
preparation of financial statements that are free from material misstatement, whether
due to fraud or error.
In preparing the financial statements, the Board of Directors is responsible for assessing
the Company's ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless the
Board of Directors either intends to liquidate the Company or to cease operations, or has
no realistic alternative but to do so.
Responsibilities of the Reviseur d'Entreprises agree for the audit of the financial
statements

The objectives of our audit are to obtain reasonable assurance about whether the
financial statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue a report of "Reviseur d'Entreprises agree" that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with the Law of 23 July 2016 and with ISAs as adopted
for Luxembourg by the CSSF will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the Law of 23 July 2016 and with ISAs as adopted
for Luxembourg by the CSSF, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
-

Identify and assess the risks of material misstatement of the financial statements,
whether due to fraud or error, design and perform audit procedures responsive to
those risks , and obtain audit evidence that is sufficient and appropriate to provide a
basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion ,
forgery, intentional omissions, misrepresentations, or the override of internal control.

-

Obtain an understanding of internal control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances , but not for the pu rpose
of expressing an opinion on the effectiveness of the Company's internal control.

-

Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the Board of Directors.

-

Conclude on the appropriateness of Board of Directors' use of the going concern
basis of accounting and , based on the audit evidence obtained , whether a material
uncertainty exists related to events or conditions that may cast significant doubt on
the Company's ability to continue as a going concern . If we conclude that a material
uncertainty exists, we are required to draw attention in our report of the "Reviseur
d'Entreprises agree" to the related disclosures in the financial statements or, if such
disclosures are inadequate, to modify our opinion . Our conclusions are based on the
audit evidence obtained up to the date of our report of the "Reviseur d'Entreprises
agree". However, future events or conditions may cause the Company to cease to
continue as a going concern.

-

Evaluate the overall presentation , structure and content of the financial statements,
including the disclosures, and whether the financial statements represent the
underlying transactions and events in a manner that achieves fair presentation .

We communicate with those charged with governance regarding , among other matters,
the planned scope and timing of the audit and significant audit findings , including any
significant deficiencies in internal control that we identify during our audit.
Luxembourg , July 19, 2018

KPMG Luxembourg
Societe cooperative
Cabinet de revision agree

V. Ehx

DUTCH VENTURE INITIATIVE S.A. SICAR
Statement of financial position
As at March 31, 2018

Notes

As at March
31, 2018
EUR

As at March
31, 2017
EUR

Assets
Financial assets at fair value through profit or loss

5

83 361 387
83 361 387

52 232 325
52 232 325

Other receivables
Cash and cash equivalents

6
9

1 271 899
5 666 488
6 938 387

3 375 801
3 375 801

Deferred charges

10

12 497

12 221

90 312 271

55 620 347

Total assets
Liabilities
Current liabilities
Other payables and accrued expenses

7

537 797

69 884

Other debts

8

27 099

7 272

564 896

77 156

89 747 375

55 543 191

Total liabilities (excluding net assets
attributable to holders of redeemable shares)
Net assets attributable to holders of
redeemable shares
Represented by:
Number of Ordinary shares outstanding

11

30 423 905

21 941 936

Number of Class A shares outstanding

11

1

1

Number of Class B shares outstanding

11

54 553 210

39 344 163

The accompanying notes form an integral part of these financial statements.

10

DUTCH VENTURE INITIATIVE S.A. SICAR
Statement of comprehensive income
For the year ended March 31, 2018

Notes

Year ended
March 31, 2018
EUR

Year ended
March 31, 2017
EUR

Income
Interest income

12

117 963

9 774

Fair value adjustment on financial assets at
fair value through profit or loss

5

11 375 040

-

11 493 003

9 774

Total income

Expenses
Administration and custody fees
Professional fees
Other operating fees
Interest charges

13
13
14
15

(120 475)
(1 324 741)
( 33 509)
( 7 409)

(100 905)
(1 208 262)
( 34 351)
( 12 778)

Taxes
Income tax

16

( 5 350)

( 3 210)

5

-

(1 188 443)

Total operating expenses

(1 491 484)

(2 547 949)

Total comprehensive profit/(loss) for the
year

10 001 519

(2 538 175)

Fair value adjustment on financial assets at
fair value through profit or loss

The accompanying notes form an integral part of these financial statements.

11

DUTCH VENTURE INITIATIVE S.A. SICAR
Statement of changes in net assets attributable to holders of
redeemable shares
For the year ended March 31, 2018

Net assets attributable to holders of redeemable shares
at the beginning of the year

Year ended
March 31, 2018
EUR

Year ended
March 31, 2017
EUR

55 543 191

35 831 266

Proceeds from redeemable shares issued
Distributions to holders of redeemable shares (finance
cost)
Net increase from share transactions

29 376 000

22 250 100

(5 173 335)

-

24 202 666

22 250 100

Total comprehensive profit/(loss), excluding finance cost

10 001 519

(2 538 175)

Increase/(decrease) in net assets attributable to holders
of redeemable shares from operations

10 001 519

(2 538 175)

Net assets attributable to holders of redeemable shares
at the end of the year

89 747 375

55 543 191

Number of redeemable shares outstanding at the
beginning of the year

61 286 100

39 036 000

Number of redeemable shares issued during the year
Number of redeemable shares sold during the year

29 376 000
(5 684 984)

22 250 100
-

Number of redeemable shares outstanding at the end
of the year

84 977 116

61 286 100

The accompanying notes form an integral part of these financial statements.

12

DUTCH VENTURE INITIATIVE S.A. SICAR
Statement of cash flows
For the year ended March 31, 2018

Notes
Cash flows from operating activities
Operating profit/(loss)
Adjustment for:
Net changes in fair value of financial
assets at fair value through profit or loss

5

Operating loss before working capital changes

Year ended
March 31, 2018
EUR

Year ended
March 31, 2017
EUR

10 001 519

(2 538 175)

(11 375 040)

1 188 443

(1 373 521)

(1 349 732)

Increase in other receivables
Increase in deferred charges

6
10

(1 271 899)
( 276)

-

Increase/(Decrease) in other payables and accrued
expenses

7

467 913

(2 566 503)

Increase in other debts

8

19 827

3 211

(2 157 956)

(3 913 024)

(19 754 022)

(20 323 386)

(19 754 022)

(20 323 386)

29 376 000
(5 173 335)

22 250 100
-

24 202 665

22 250 100

2 290 687

(1 986 310)

3 375 801

5 362 111

5 666 488

3 375 801

Net cash used in operating activities
Cash flows from investing activities
Financial assets acquisition

5

Net cash used in investing activities
Cash flows from financing activities
Capital contributions from shareholders
Distributions paid to shareholders
Net cash from financing activities
Net increase/(decrease) in cash and cash
equivalents
Cash and cash equivalents at the beginning of the
year
Cash and cash equivalents at the end of the
year

11
11

The accompanying notes form an integral part of these financial statements.

13

DUTCH VENTURE INITIATIVE S.A. SICAR
Notes to the financial statements
For the year ended March 31, 2018
1. General information
Dutch Venture Initiative S.A. SICAR (the “Company”) was incorporated on August 7, 2013 as a Luxembourg
investment company in risk capital (Société d'Investissement en Capital à Risque) with variable capital governed
by the 2004 Act, the Companies Act and the Articles of Incorporation and has adopted the form of a public limited
liability company (Société Anonyme). The registered office of the Company is established in 5, rue Guillaume
Kroll, L-1882 Luxembourg. The company is registered with the Luxembourg trade and companies register under
the number B.179.637.
The Company's investment objective is to invest in assets representing risk capital over a long investment horizon
(on average 10 to 15 years). The Company intends to achieve its objectives through the construction of a balanced
portfolio of Portfolio Funds that invest their assets in private equity or venture capital. All participation in, or
commitments to portfolio funds will have to qualify as risk capital within the meaning of article 1 of the 2004 Act
and CSSF Circular 06/241.
Portfolio Company will target as part of their investment objectives to invest in innovative SMEs with aboveaverage future growth prospects and a strong competitive position in their sector.
The Company has been set up for a limited duration and will be automatically put into liquidation on August 7,
2030, or if earlier, the date on which all investments have been disposed or with supermajority resolution. At any
time, the Board may, upon proposal of the adviser, elect to extend the term for up to two consecutive additional
one-year periods.
The fiscal year will begin on April 1 of each year and ends on March 31 of the next year.
As at March 31, 2018, the Company is held by European Investment Fund (“EIF”), by Ontwikkelingsmaatschappij
Oost Nederland NV (“Oost NL”) and by Innovatiefonds Brabant B.V.. Ordinary shares are held by EIF and
Innovatiefonds Brabant B.V., Class A shares are held by EIF and Class B shares are held by Oost NL.

14

DUTCH VENTURE INITIATIVE S.A. SICAR
Notes to the financial statements (continued)
For the year ended March 31, 2018
2. Summary of significant accounting policies
The principal accounting policies applied in the preparation of these financial statements are set out below. These
policies have been consistently applied to the year presented, unless otherwise stated.
2.1 Basis of preparation
The financial statements of Dutch Venture Initiative S.A. SICAR have been prepared in accordance with
International Financial Reporting Standards as adopted by the European Union (IFRS). The financial statements
have been prepared under the historical cost convention, as modified by the revaluation of financial assets and
financial liabilities (including derivative financial instruments) at fair value through profit or loss.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting
estimates. It also requires the Board of Directors to exercise its judgement in the process of applying the
Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the financial statements, are disclosed in Note 2.5.
The Company’s financial statements have been authorized for issue by the Board of Directors on July 18, 2018.
(a)

Standards issued and effective

The accounting policies adopted are consistent with those of the previous financial year.
(b)

Standards issued but not effective

The following IFRS and IFRIC interpretations applicable to the Company were issued but are not yet effective.
The Company has chosen not to early adopt these standards and interpretations. The Company plans to adopt them
at the date of endorsement by the European Union.
IFRS 9 – Financial instruments:
This standard sets out requirements on the classification and measurement of financial instruments, a new credit
loss model for calculating impairment on financial asset, and replaces IAS 39 Financial Instruments: Recognition
and Measurement. IFRS 9 also tackles hedge accounting which is not applicable to the Company. The standard is
effective for annual reporting periods beginning on or after 1 January 2018. IFRS 9 contains a new classification
and measurement approach for financial assets that reflects the business model in which assets are managed and
their cash flow characteristics. IFRS 9 contains three principal classification categories for financial assets:
measured at Amortised Cost (AC), Fair Value through OCI (FVOCI) and Fair Value Through Profit or Loss
(FVTPL). The standard eliminates the existing IAS 39 categories of held to maturity, Loans and Receivables
(L&R) and Available For Sale (AFS).
As the Company already classifies its investments in private equity funds and equity securities as FVTPL, the
adoption of IFRS 9 is not expected to have a significant impact on the financial statements of the Company.

15

DUTCH VENTURE INITIATIVE S.A. SICAR
Notes to the financial statements (continued)
For the year ended March 31, 2018
2. Summary of significant accounting policies (continued)
2.1 Basis of preparation (continued)
IFRS 15 – Revenue from contracts with customers:
IFRS 15 establishes a comprehensive framework for determining whether, how much and when revenue is
recognised. This standard will replace existing revenue recognition guidance including IAS 18 Revenue, IAS 11
Construction Contracts and IFRIC 13 Customer Loyalty Programmes. IFRS 15 will be effective for annual
reporting periods beginning on or after 1 January 2018. The adoption of IFRS 15 is unlikely to have a material
impact on the Company’s operations given the nature of the Company’s income.

2.2 Investment entities’ consolidation exemption
The Investment entities’ consolidation exemption (Amendments to IFRS 10, IFRS 12 and IAS 27) is applicable
for the periods commencing on January 1, 2014. The Company qualifies as an investment entity since it meets the
below criteria under IFRS 10:
-

Obtain funds from one or more investors for the purpose of providing those investors with investment
management services;
Commits to its investors that its business purpose is to invest funds solely for returns from capital
appreciation, investment income or both; and
Measures and evaluates the performance substantially all of its investment on a fair value basis.

Since the Company meets the definition of an investment entity, it is not required to consolidate the investment.
As a result, the Company has accounted its investments at fair value through profit or loss (FVTPL).
2.3 Foreign currency translation
(a)

Functional and presentation currency

The Company’s investors are mainly from the Eurozone, with the subscriptions and redemptions of the shares
denominated in Euro. The performance of the Company is measured and reported to the investors in Euro.
The Board of Directors considers the Euro as the currency that most faithfully represents the economic effects of
the underlying transactions, events and conditions. The financial statements are presented in Euro, which is the
Company’s functional and presentation currency.

16

DUTCH VENTURE INITIATIVE S.A. SICAR
Notes to the financial statements (continued)
For the year ended March 31, 2018
2. Summary of significant accounting policies (continued)
2.3 Foreign currency translation (continued)
(b)

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the
dates of the transactions. Foreign currency assets and liabilities are translated into the functional currency using
the exchange rate prevailing at the statement of financial position date. Foreign exchange gains and losses arising
from translation are included in the statement of comprehensive income.
Foreign exchange gains and losses relating to cash and cash equivalents, if any, are presented in the statement of
comprehensive income within ‘net foreign currency gains or losses on cash and cash equivalents’.
Foreign exchange gains and losses relating to the financial assets and liabilities carried at fair value through profit
or loss are presented in the statement of comprehensive income within ‘Fair value adjustment on financial assets
at fair value through profit or loss’.
2.4 Financial assets and financial liabilities
(a)

Classification

The Company classifies its investments in debt and equity securities, and derivatives, as financial assets or
financial liabilities at fair value through profit or loss.
This category has two sub-categories: financial assets or financial liabilities held for trading; and those designated
at fair value through profit or loss at inception.
(i)

Financial assets and liabilities held for trading

A financial asset or financial liability is classified as held for trading if it is acquired or incurred principally
for the purpose of selling or repurchasing in the near term or if on initial recognition is part of a portfolio
of identifiable financial investments that are managed together and for which there is evidence of a recent
actual pattern of short-term profit taking. Derivatives are also categorized as held for trading. The
Company does not classify any derivatives as hedges in a hedging relationship.
(ii)

Financial assets and liabilities designated at fair value through profit or loss at
inception

Financial assets and financial liabilities designated at fair value through profit or loss at inception are
financial instruments that are not classified as held for trading but are managed, and their performance is
evaluated on a fair value basis in accordance with the Company’s documented investment strategy.
The Company’s policy requires the Adviser and the Board of Directors to evaluate the information about
these financial assets and liabilities on a fair value basis together with other related financial information.

17

DUTCH VENTURE INITIATIVE S.A. SICAR
Notes to the financial statements (continued)
For the year ended March 31, 2018
2. Summary of significant accounting policies (continued)
2.4 Financial assets and financial liabilities (continued)
(b)

Recognition, derecognition and measurement

Purchases and sales of investments are recognised on the trade date – the date on which the Company commits to
purchase or sell the investment. Financial assets and financial liabilities at fair value through profit or loss are
initially recognised at fair value. Transaction costs are expensed as incurred in the statement of comprehensive
income. Financial assets are derecognised when the rights to receive cash flows from the investments have expired
or the Company has transferred substantially all risks and rewards of ownership.
Subsequent to initial recognition, all financial assets and financial liabilities at fair value through profit or loss are
measured at fair value. Gains and losses arising from changes in the fair value of the ‘financial assets or financial
liabilities at fair value through profit or loss’ category are presented in the statement of comprehensive income
within Fair value adjustment on financial assets at fair value through profit or loss in the year in which they arise.
Dividend income from financial assets at fair value through profit or loss is recognised in the statement of
comprehensive income within dividend income when the Company’s right to receive payments is established.
Capital repayment from financial assets at fair value through profit or loss is recognized in the statement of
financial position as a decrease of the financial assets and until the initial cost is fully reimbursed.
2.5 Fair value consideration
Under the valuation technique, the fair value of private equity (PE) funds is achieved by applying the aggregated
Net Asset Value (NAV) method after, based on the information obtained from the respective administrators and
fund managers, as adjusted where deemed necessary.
This valuation method implicitly assumes that if the NAVs of underlying funds can be considered as equivalent to
the fair value as determined under IFRS 13, then the aggregation of the NAVs of all funds will itself be equivalent
to the fair value as determined under IFRS 13.
In accordance with this method, the PE funds are internally classified into three categories:




Category A – funds that have adopted the fair value requirements of IFRS 13.
Category B – funds that have adopted valuation guidelines (such as the former 2001 EVCA) or standards
that can be considered as a practical expedient for fair value measurements under IFRS 13.
Category C – funds that depart from fair value requirements of IFRS 13.

Although it is assumed for category A and B that the NAV is a reliable estimation of the fair value and specific
review is performed, it must be stated that underlying investments have been estimated in the absence of readily
ascertainable market values. Because of the inherent uncertainty of valuation and current market conditions, actual
results in the future could differ from the fund manager’s estimate of values and the difference may be material to
the financial statements.
As far as category C funds are concerned, adjustments to the NAV may be required to comply with the Company’s
valuation policy.

18

DUTCH VENTURE INITIATIVE S.A. SICAR
Notes to the financial statements (continued)
For the year ended March 31, 2018
2. Summary of significant accounting policies (continued)
2.5 Fair value consideration (continued)
The fair value attributable NAV is determined through applying either the Company’s percentage ownership in the
underlying vehicle to the net asset value reflected in the most recent report or, to the extent available, the precise
share value at the same date, submitted by the respective fund manager. In order to bridge the interval between the
last available NAV and the year-end reporting year, a subsequent event review is performed and if necessary the
reported NAV is adjusted.
The fair value of co-investments that are not quoted in an active market is determined by using valuation
techniques, similarly to the fair value of PE funds.
2.6 Critical accounting estimates and judgments
The preparation of financial statements in accordance with IFRS requires the use of certain critical accounting
estimates. It also requires management to exercise its judgment when applying the Company’s policy. Use of
available information and application of judgment are inherent in the formation of estimates. Actual results in
future could differ from such estimates and the differences may be material to the financial statements.
Estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are
recognized in the year in which the estimates are revised and in any future years affected.
Information about significant areas of estimation uncertainty and critical judgments in applying accounting
policies that have the most significant effect on the amounts recognized in the financial statements are described
in notes 2.4 and 3.
Judgments and estimates are made in the determination of fair values of equity investments and on the
determination and disclosures of unconsolidated structured entities and investment entities in which the Company
has an interest as described in note 18.

2.7 Offsetting financial instruments
Financial assets and liabilities are offset and the net amount reported in the statement of financial position when
the Company currently has a legally enforceable right to set-off the recognised amounts and there is an intention
to settle on a net basis or realise the asset and settle the liability simultaneously.
2.8 Cash and cash equivalents
Cash and cash equivalents in the statement of financial position includes cash in hand, deposits held at call with
banks and other short-term investments in an active market with residual maturities of three months or less.
2.9 Other payables and accrued expenses
Other payables and accrued expenses are not interest bearing and are stated at their nominal value which
approximates their fair value because of their short term to cash payment.

19

DUTCH VENTURE INITIATIVE S.A. SICAR
Notes to the financial statements (continued)
For the year ended March 31, 2018
2. Summary of significant accounting policies (continued)
2.10 Shares
The Company is a closed-ended SICAR; consequently investors are not entitled to request redemption of their
Shares, except the European Investment Fund. The Company issues ordinary, class A and class B shares for which
the Management of the Company decided to recognize them as a financial liability according to the definition of
IAS 32.
Shares may be redeemed at the initiative of the Company in some circumstances. The Company may in particular
decide to:
redeem Shares of any Class, on a pro rata basis among shareholders in order to distribute net
distributable cash.
redeem Shares held by Restricted Person, or in case of admission of subsequent investors or
redeem shares held by an investor who fails to make required contributions or other payments.
2.11 Transaction costs
Transaction costs are costs incurred to acquire financial assets or liabilities at fair value through profit or loss. They
include fees and commissions paid to agents, advisers, brokers and dealers. Transaction costs, when incurred, are
immediately recognised in statement of comprehensive income.
2.12 Distributions payable to shareholders
Proposed distributions to shareholders are recognised in the statement of changes in net assets attributable to
holders of redeemable shares when they are appropriately authorised and no longer at the discretion of the
Company. This typically occurs when proposed distribution is ratified at the Annual General Meeting. The
distribution on the shares is recognised as a finance cost in the statement of changes in net assets attributable to
holders of redeemable shares.
2.13 Increase/decrease in net assets attributable to holders of redeemable shares from operations
Income not distributed is included in net assets attributable to holders of redeemable shares. Movements in net
assets attributable to shareholders are recognised in the statement of changes in net assets attributable to holders
of redeemable shares as finance costs.
2.14 Taxation
According to the 2004 Act, the Company is subject to Luxembourg income tax. However, income arising from
securities held by the Company, as well as income arising from the sale, contribution or liquidation of securities
held by the Company, does not constitute taxable income.
Income arising from liquid assets pending their investment in capital risk also does not constitute taxable income
under the 2004 Act. This exemption only applies to the twelve month year immediately prior to the investment of
such assets in risk capital assets.
The Company is not subject to net wealth tax and the activity of rendering services relating to the management of
a SICAR is exempt from VAT, no stamp duty or other tax is due on the issue or transfer of the Shares.

20

DUTCH VENTURE INITIATIVE S.A. SICAR
Notes to the financial statements (continued)
For the year ended March 31, 2018
3. Financial risks
The Company’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk and
interest rate risk and price risk), credit risk and liquidity risk.
The Company’s overall risk management programme seeks to maximise the returns derived for the level of risk to
which the Company is exposed and seeks to minimise potential adverse effects on the Company’s financial
performance. The Company’s policy allows it to use derivative financial instruments to both moderate and create
certain risk exposures.
The management of these risks is carried out by the Adviser under policies approved by the Board of Directors.
The Board provides written principles for overall risk management, as well as written policies covering specific
areas, such as foreign exchange risk, interest rate risk, credit risk, the use of derivative financial instruments and
non-derivative financial instruments and the investment of excess liquidity.
The Company’s use of leverage and borrowings can increase the Company’s exposure to these risks, which in turn
can also increase the potential returns the Company can achieve. The Company will have the power to borrow
money (directly or at the level of intermediary vehicles) through loans, repurchase obligations or otherwise, and
to secure those borrowings with liens or other security interests in, or mortgages on, the assets of the Company
provided that the Company will not, at any point in time, incur a level of borrowing in excess of an amount
equivalent to the lower of 20% of the aggregate commitments and the aggregate amount of undrawn commitments
at such date. Investments and lending in loan are limited to a maximum of 20% of the aggregate commitments.
The Company uses different methods to measure and manage the various types of risk to which it is exposed; these
methods are explained below.
3.1 Market risk
(a)

Price Risk

The Company is exposed to equity securities price risk. This arises from investments held by the Company for
which prices in the future are uncertain. Where non-monetary financial instruments – for example, equity securities
– are denominated in currencies other than the euro, the price initially expressed in foreign currency and then
converted into euros will also fluctuate because of changes in foreign exchange rates. Paragraph ‘Foreign exchange
risk’ below sets out how this component of price risk is managed and measured.
The Company’s policy is to manage price risk through diversification and selection of securities and other financial
instruments within specified limits set by the Board of Directors.
The Company will not invest more than 15% of the aggregate commitments in one single portfolio fund; however,
the Company may invest up to 20% of aggregate commitments in any one single portfolio fund subject to the
unanimous consent of all members of the investment committee.
The Company will seek to take participations of between 10% to 40% of a portfolio fund's aggregate commitments,
up to a maximum of 49.9%; to assess such 49.9% limit, participations in the relevant portfolio fund held by the
adviser (whether in its own name or as manager/agent/trustee/adviser for others) will be added to the Company's
participation; provided however that the Company may with the unanimous consent of the members of the
Investment Committee take a participation representing up to 100% of the aggregate commitments to EAF
Netherlands.

21

DUTCH VENTURE INITIATIVE S.A. SICAR
Notes to the financial statements (continued)
For the year ended March 31, 2018
3. Financial risks (continued)
3.1 Market risk (continued)
(a)

Price Risk (continued)

The Company will exclusively enter into loan or other similar type of arrangements as lender alongside, or for the
preparation of, investments and lending will be limited to a maximum of 20% of the aggregate commitments at
any point in time. Where lending structures are used to take equity risks, such funding will be considered as equity
(convertible bonds and warrants etc.).
The Company may (but is not under an obligation to) use financial instruments to hedge the Company's exposure
to currency exchange rate fluctuations resulting from participations or commitments in portfolio funds not
denominated in Euro between the date of the commitment and the date on which such commitment is being drawn
down. The Company will not seek any form of hedging for any other risk of currency fluctuations and such risk
will be borne entirely by the Investors.
As at March 31, 2018, the fair value of the investments per sector in which the Company invests was as follows:
March 31, 2018

Generalist
ICT
Life Science
Total investments

March 31, 2017
%
Ownership
10.72%
14.8%
6.55%

Cost

Fair value

27 482 306
36 765 764
19 113 317

Unrealised
gain/(loss)
(in EUR)
543 381
4 137 661
7 514 186

16 387 049
25 139 429
9 885 658

16 162 081
23 781 263
12 288 981

Unrealised
gain/(loss)
(in EUR)
(224 968)
(1 358 166)
2 403 323

83 361 387

12 195 228

51 412 136

52 232 325

820 189

Cost

Fair value

26 938 925
32 628 103
11 599 131
71 166 159

22

DUTCH VENTURE INITIATIVE S.A. SICAR
Notes to the financial statements (continued)
For the year ended March 31, 2018
3. Financial risks (continued)
3.1 Market risk (continued)
(a)

Price Risk (continued)

Price Sensitivity Analysis
Using the most conservative beta from the three listed PE indices, LPX Europe Price Index, LPX Venture Price
Index and LPX Buyout Price Index, and assuming market price movements of ±10 %, the final sensitivity (i.e.
beta x ±10 %) is applied to the net asset value to give an adjusted net asset value, which is then compared to the
net paid in.
The PE investment value would be impacted as follows:
As at March 31, 2018
Public market risk: ALL PRIVATE EQUITY
+10%
-10%
Retained Beta 0.904
Retained Beta 0.904
Final Sensitivity: +9.04%
Final Sensitivity: -9.04%
Total effect on Net assets
Total effect on Net asstes
(EUR)
(EUR)
7 535 869
(7 535 869)
As at March 31, 2017
Public market risk: ALL PRIVATE EQUITY
+10%
-10%
Retained Beta 0.673
Retained Beta 0.673
Final Sensitivity: +6.73%
Final Sensitivity: -6.73%
Total effect on Net assets
Total effect on Net assets
(EUR)
(EUR)
3 426 013
(3 426 013)

(b)

Foreign exchange risk

Foreign currency risk, as defined in IFRS 7, arises as the value of future transactions, recognised monetary assets
and monetary liabilities denominated in other currencies fluctuate due to changes in foreign exchange rates. IFRS
7 considers the foreign exchange exposure relating to non-monetary assets and liabilities to be a component of
market price risk not foreign currency risk. However, management monitors the exposure on all foreign currency
denominated assets and liabilities.
As at March 31, 2018 and at March 31, 2017, there is no foreign exchange risk as all the transactions have been
made in the functional currency, EUR.

23

DUTCH VENTURE INITIATIVE S.A. SICAR
Notes to the financial statements (continued)
For the year ended March 31, 2018
(c)

Interest rate risk

Interest rates are determined by factors of supply and demand in the international money markets, which are
influenced by macro-economic factors, speculation and central bank and government intervention.
Fluctuations in short term and/or long term interest rates may affect the value of the Company. Interest rate risk
is the risk resulting from changes in the level of interest rates, in the slope of the yield curve, in the shape of the
yield curve, or in any other interest rate relationship.
The Company’s exposure to interest risk rate is limited to its cash and cash equivalents that have a maturity of less
than one year. As at March 31, 2018 and at March 31, 2017, there is no significant interest rate risk.

3. Financial risks (continued)
3.2 Credit risk
The Company is exposed to credit risk, which is the risk that one party to a financial instrument will cause a
financial loss for the other party by failing to discharge an obligation.
For the Company, the greatest exposure in terms of credit risk relates to its cash and cash equivalents (Note 9).
The Company's policy is to minimize credit risk by entering into transactions only with leading financial
institutions and reputable industrial companies. Any such temporary investments must be placed with reputable
prime rated institutions such as CACEIS Bank Luxembourg ("CACEIS BL") for all its cash management and
potential credit risk relative to cash and cash equivalents. CACEIS BL, a member of the Crédit Agricole Group, is
a major actor in the asset servicing providers market and is one of the leaders in the French market. CACEIS BL
is rated A by Standard & Poor's as at March 31, 2018.
As at March 31, 2018 and at March 31, 2017, there are no financial assets that are past due or impaired.
3.3 Liquidity risk
Liquidity risk is the risk that the Company may not be able to generate sufficient cash resources to settle its
obligations in full as they fall due or can only do so on terms that are materially disadvantageous. Therefore, the
liquidity risk relates to working capital on the short-term and underlying investments on the long term.
The objective of the Company in relation to the liquidity risk is to ensure on both short-term and long-term views
that all financial liabilities will be met without impacting the return to its shareholders.
- Liquidity risk on payables
At the Company level, the liquidity risk may arise from the operating payables included in the statement of
financial position as at the year end. The Company must ensure that it owns sufficient cash and cash equivalent to
discharge itself from these short-term obligations.
As at March 31, 2018 and at March 31, 2017, the cash is sufficient to cover all the payables.
- Liquidity risk at exit date
The second component of risk relative to timely exit arises particularly from the fact that the Company invested
100% of its total assets in unquoted securities. As the Company invests most of its funds in illiquid assets, the
liquidity risk must be considered as one of the key risk for the Company.

24

DUTCH VENTURE INITIATIVE S.A. SICAR
Notes to the financial statements (continued)
For the year ended March 31, 2018
However, even if the illiquidity aspect of the assets may impact the value of the investments at exit date, it is not
in the intent of the Company to implement an exit strategy over the short-term. The investment year of the
Company is not yet ended as at March 31, 2018 and at March 31, 2017.
- Liquidity risk on defaulting shareholders
At the Company level, liquidity risk may also arise upon failure by a shareholder to make payment pursuant a
capital call. Liquidity risk related to defaulting shareholder is mitigated by accepting commitments to the Company
only from reputable, well-informed institutional and professional investors.
The advisor manages liquidity risk by ensuring that the Company has sufficient cash and cash equivalent at all
times. In terms of liquidity risk at exit date, the advisor regularly monitors and simulates the exit strategies to
ensure that the optimum exit strategy will be executed within the term of the Company.

3. Financial risks (continued)
3.3 Liquidity risk (continued)
The table below analyses the Company's financial liabilities into relevant maturity groupings based on the
remaining year at the date of the statement of financial position to the contractual maturity date. The amounts in
the tables are the contractual undiscounted cash flows.
March 31, 2018
Financial liabilities
Other payables and accrued expenses
Other Debts
Net assets attributable to holders of
redeemable shares
Contractual cash outflow

Less
than 1
month
-

1 to 12
months

More than
12 months

No stated
maturity

537 797
27 099

-

-

537 797
27 099

-

-

89 747 375

-

89 747 375

-

564 896

89 747 375

-

90 312 271

Total

3.4 Capital risk management
The capital of the Company is represented by the net assets attributable to shareholders. The Company's objective
when managing capital is to safeguard the Company's ability to continue as a going concern in order to provide
returns for shareholders and benefits for other stakeholders and to maintain a strong capital base to support the
development of the investment activities of the Company.
The investment advisor monitors capital on the basis of the value of net assets attributable to shareholders.
The Company is a closed-ended SICAR, consequently investors are not entitled to request redemption of their
Shares, except for the ordinary and class A shares held by the European Investment Fund.

3.4.1 Fair Value Classification
The Company classifies fair value measurements using a fair value hierarchy that reflects the significance of the
inputs used in making the measurements. The fair value hierarchy has the following levels:
(i) Level 1: Investments whose values are based on quoted market prices in active markets, and therefore classified
within level 1. Quoted prices for these instruments are not adjusted.

25

DUTCH VENTURE INITIATIVE S.A. SICAR
Notes to the financial statements (continued)
For the year ended March 31, 2018
(ii) Level 2: Financial instruments that trade in markets that are not considered to be active but are valued based
on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are
classified within level 2.
(iii) Level 3: Investments classified within level 3 have significant unobservable inputs, as they trade infrequently.
Pricing inputs are unobservable for the investment and includes situations where there is little, if any, market
activity for the investment. All the investments held by the Company and classified as financial assets at fair value
through profit or loss are included in this category. The inputs into the determination of fair value require
significant management judgment or estimation.

3. Financial risks (continued)
3.4 Capital risk management (continued)
3.4.1 Fair Value Classification (continued)
The table below analyses financial instruments measured at fair value as at March 31, 2018 according to the level
in the fair value hierarchy into which the fair value measurement is categorised:

Assets measured at fair value
Financial assets at fair value through profit or loss

Level 3

Total balance as
at March 31, 2018

EUR

EUR

83 361 387

83 361 387

The table below analyses financial instruments measured at fair value as at March 31, 2018 according to the level
in the fair value hierarchy into which the fair value measurement is categorised:

Assets measured at fair value
Financial assets at fair value through profit or loss

EUR

Total balance as
at March 31, 2017
EUR

52 232 325

52 232 325

Level 3

The changes in Level 3 instruments for the year ended March 31, 2017 are disclosed in Note 5. There were no
transfer between levels for the year ended March 31, 2018 (2017: none).
Please refer to Note 2.5 for further information on the determination of the fair value for level 3 instruments.

4. Dividend income
No dividend has been received during the year (2017: none).

26

DUTCH VENTURE INITIATIVE S.A. SICAR
Notes to the financial statements (continued)
For the year ended March 31, 2018
5. Financial assets at fair value through profit or loss
Financial fixed assets held by the Company as at March 31, 2018 can be detailed as follows. The fair value is the sum of acquisition costs of the investment and the cumulative
fair value variations of the underlying investments since the acquisition date.
Name

Country

CCY

Total commitment
(in EUR)

Drawn amount *
(in EUR)

Undrawn
commitment (in
EUR)

Cost (in EUR)

Fair Value (in
EUR)

Unrealised
gain/(loss) (in
EUR)

Generalist

Netherlands /
Luxembourg

EUR

86 000 000

29 448 358

56 551 642

26 938 925

27 482 306

543 381

ICT

Netherlands /
United Kingdom

EUR

69 000 000

33 781 379

35 218 621

32 628 103

36 765 764

4 137 661

Netherlands

EUR

38 000 000

19 084 020

18 915 980

11 599 131

19 113 317

7 514 186

193 000 000

82 313 757

110 686 243

71 166 159

83 361 387

12 195 228

Life Science

* During the financial year, the capital repayments which were paid and which are not recallable are included in the amounts disclosed in the column “Drawn amount”.

27

DUTCH VENTURE INITIATIVE S.A. SICAR

Notes to the financial statements (continued)
For the year ended March 31, 2018
5. Financial assets at fair value through profit or loss (continued)
As at March 31, 2017, financial fixed assets held by the Company were as follows:
Name

Country

Generalist

Netherlands

ICT
Life Science

CCY

Total commitment
(in EUR)

Drawn amount *
(in EUR)

Undrawn
commitment (in
EUR)

Cost (in EUR)

Fair Value (in
EUR)

Unrealised
gain/(loss) (in
EUR)

EUR

86 000 000

18 834 094

67 165 906

16 387 049

16 162 081

(224 968)

Netherlands

EUR

69 000 000

25 311 533

43 688 467

25 139 429

23 781 263

(1 358 166)

Netherlands

EUR

38 000 000

12 619 652

25 380 348

9 885 658

12 288 981

2 403 323

193 000 000

56 765 279

136 234 721

51 412 136

52 232 325

820 189

* During the financial year, the capital repayments which were paid and which are not recallable are included in the amounts disclosed in the column “Drawn amount”.

28

DUTCH VENTURE INITIATIVE S.A. SICAR
Notes to the financial statements (continued)
For the year ended March 31, 2018
5. Financial assets at fair value through profit or loss (continued)
Information concerning the name, address, amount of capital and reserves and profits and losses for the last
financial year of the undertakings in which the Company holds at least twenty percent of the capital is not presented
in accordance with article 67(1)b) of the amended law of December 19, 2002 on the register of commerce and
companies and the accounting and annual accounts of undertakings.

5.1 Generalist sector
As at March 31, 2018 the Company held a weighted average of 10.72% of the Generalist sector for a total
commitment of EUR 86 000 000.
At the end of the year, EUR 56 551 642 remains unfunded.
5.2 ICT sector
As at March 31, 2018, the Company held a weighted average of 14.8% of the ICT sector for a total commitment
of EUR 69 000 000.
At the end of the year, EUR 35 218 621 remains unfunded.
5.3 Life Science sector
As at March 31, 2018, the Company held a weighted average of 6.55% of the Life Science sector for a total
commitment of EUR 38 000 000.
At the end of the year, EUR 18 915 980 remains unfunded.

6. Other receivables
This item is mainly composed of an unsettled distribution of an investment for the amount of EUR 1 260 263.

29

DUTCH VENTURE INITIATIVE S.A. SICAR
Notes to the financial statements (continued)
For the year ended March 31, 2018
7. Other payables and accrued expenses
As at March 31, 2018, accrued expenses are composed as follows:
As at March 31, 2018

As at March 31, 2017

EUR

EUR

50 105
21 060
444 211
22 421

47 380
21 060
1 444
-

537 797

69 884

Administration fees
Audit fees
Other fees *
Legal fees

* Other fees are composed of equalization interest and of accrued interest payables.

8. Other debts
As at March 31, 2018, other debts are composed as follows:

VAT on foreign invoices
Corporate Income Tax
Net Wealth Tax
Other Debts

As at March 31, 2018

As at March 31, 2017

EUR

EUR

13 852
3 210
9 362

3 259
4 013

675

-

27 099

7 272

9. Cash and cash equivalents
The position as at March 31, 2018 on cash account is as follows:
As at March 31, 2018

As at March 31, 2017

EUR

EUR

5 666 488

3 375 801

5 666 488

3 375 801

Cash at bank

10. Deferred charges
During the year, the Company paid insurance fees for the year from August 2017 to August 2018 for EUR 26,000
(2017: EUR 30 420) and the annual CSSF fees for 2018 for EUR 4 000 (2017: EUR 3 000). To reflect only the
expenses for the year ended on March 31, 2018, deferred charges for EUR 12 497 (2017: EUR 12 221) have been
booked.

30

DUTCH VENTURE INITIATIVE S.A. SICAR
Notes to the financial statements (continued)
For the year ended March 31, 2018
11. Shares
As at March 31, 2018, the Company issued three types of shares. The movements in the number of shares are as
follows:
Redeemable shares
Class A
Class B
Ordinary
As at April 1, 2017
1
39 344 163
21 941 936
Shares issued during the
18 858 666
10 517 334
year
Shares redeemed during the year
(3 649 619)
(2 035 365)
Equalisation
As at March 31, 2018
1
54 553 210
30 423 905
As at March 31, 2017, the Company issued three types of shares. The movements in the number of shares are as
follows:
Redeemable shares
As at April 1, 2016
Shares issued during the year
Shares redeemed during the year
Equalisation
As at March 31, 2017

Class A
1
1

Class B
25 060 148
14 284 015
39 344 163

Ordinary
13 975 851
7 966 085
21 941 936

European Investment Fund has subscribed one Class A share for EUR 1. This kind of share, limited to a maximum
of one share, is reserved only for subscription by the EIF and grants its holder the right to receive preferred return
and Carried interest.
Class B Shares are reserved for subscription by Oost NL and grant their holders the right to receive preferred
return.
Ordinary shares are reserved to eligible investors and have the same financial rights as the Class B.
The movements in the capital since the incorporation of the Company are as follows:

31

DUTCH VENTURE INITIATIVE S.A. SICAR
Notes to the financial statements (continued)
For the year ended March 31, 2018
As at March 31, 2018

Class A
Class B
Ordinary

Commitment

Called
commitment

Uncalled
commitment

EUR
1
130 000 000
72 499 999
202 500 000

EUR
1
58 202 830
32 459 269
90 662 100

EUR
71 797 170
40 040 730
111 837 900

The Net Asset Value per share for each class is as follow:
Net Asset Value per share
As at March 31, 2018
EUR
1.06
1.06
1.06

Class A
Class B
Ordinary

As at March 31, 2017

Class A
Class B
Ordinary

Commitment

Called
commitment

Uncalled
commitment

EUR
1
130 000 000
72 499 999

EUR
1
39 344 163
21 941 936

EUR
90 655 837
50 558 063

202 500 000

61 286 100

141 213 900

The Net Asset Value per share for each class is as follow:

Class A
Class B
Ordinary

Net Asset Value per share
As at March 31, 2017
EUR
0.91
0.91
0.91

32

DUTCH VENTURE INITIATIVE S.A. SICAR
Notes to the financial statements (continued)
For the year ended March 31, 2018

Distribution payable to shareholders
Subject to the remaining provisions, all net distributable cash will be distributed to investors in accordance with
the following waterfall:
(a)

Firstly, 100% to all investors in repayment of their capital contributions;

(b)
Secondly, 100% to all investors in proportion to their capital contributions until they have
received distributions equal to a 5% per annum compound interest calculated annually (the preferred
return) on the capital contributions at any time outstanding, from the date of payment of the same up to
the date of reimbursement upon distributions;
(c)
Thirdly (Catch Up), 100% to the holder of the class A Share until it has received in aggregate an
amount equal to 11.111% of the preferred return
(d)
Fourthly, 90% to all investors (including the holder of the class A share in such capacity) and
10% to the holder of the class A share.
For the year ended March 31, 2018, the total cash distribution amounts to EUR 5 173 335 (2017: EUR Nil).

12. Interest income
This item is composed of interests received on investments for EUR 117 963 (2017: EUR 9 774).

33

DUTCH VENTURE INITIATIVE S.A. SICAR
Notes to the financial statements (continued)
For the year ended March 31, 2018
13. Administration and Professional fees
As at March 31, 2018, administration fees are as follows:

As at March 31, 2018

As at March 31, 2017

EUR

EUR

Accounting fees

48 917

40 478

Domiciliary Fees

13 000

15 000

Register and Transfer Agent fees

4 900

3 400

Custody and Supervisory Fees

21 228

15 812

Transaction Fees

4 400

5 300

Reporting fees

28 030

20 915

120 475

100 905

As at March 31, 2018, professional fees are as follows:

Audit fees
Legal fees
Tax advisory fees
Advisory Fees *

As at March 31, 2018

As at March 31, 2017

EUR
27 624
95 916
19 951
1 181 250

EUR
24 848
4 596
1 178 818

1 324 741

1 208 262

* An annual advisory fee equal to 0.75% of the aggregate investor commitments is paid in advance each quarter
by the Company.

34

DUTCH VENTURE INITIATIVE S.A. SICAR
Notes to the financial statements (continued)
For the year ended March 31, 2018
14. Other operating fees
As at March 31, 2018, other operating fees are as follows:
As at March 31, 2018

As at March 31, 2017

EUR

EUR

40

80

Banking charges
Travel expenses

3 523

4 441

Insurance fees

26 474

26 000

Other fees

3 472

3 830

33 509

34 351

15. Interest charges
In 2018 and 2017, this item is mainly composed of bank interests on cash account.

16. Taxes
In 2018, this item was only composed of the payment of the net wealth tax for the current year for EUR 5 350
(2017: EUR 3 210).

17. Related-party transaction
Parties are considered to be related if one party has the ability to control the other party or exercise significant
influence over the other party in making financial or operational decisions.
As at March 31, 2018, the following transaction was carried out with related parties:

Advisory fees paid to EIF

Note
13

As at March 31, 2018
EUR
1 181 250

As at March 31, 2017
EUR
1 178 818

35

DUTCH VENTURE INITIATIVE S.A. SICAR
Notes to the financial statements (continued)
For the year ended March 31, 2018
18. Interest in unconsolidated structured entities and in investment entities
The Company has interest in entities that have been designed so that voting or similar rights are not the dominant
factor in deciding who controls the entity, such as when any voting rights relate to administrative tasks only, or
when the relevant activities are directed by means of contractual arrangements. The Company has interest in
unconsolidated structured entities as described below.
Structured entities or investment entities may be established as corporations, trusts or partnerships. Structured
entities or investment entities generally:
•

subscribe to equity issued by SMEs in the context of Private Equity transactions

The table below describes the types of structured entities in which the Company concluded that it has an interest
and no control:
Type of structured entity

Nature and purpose

Interest held by the Company

Limited Partnership in relation to
Private Equity operations (see
section 18.1)

Acquisition, holding, managing
and disposal of participations in
any enterprise subject to the
conditions laid down in the Limited
Partnership Agreement

• Investments in shares issued by
the Limited Partnership
• Capital and revenues
repayments

18.1 Interest in structured entities in relation to Private Equity operations
Below is a description of the Company’s involvement in unconsolidated structured entities by type. The Company
concluded that it does not control and therefore should not consolidate any entity described in section 18.1 as the
Company does not have power over the relevant activities of the entities.

36

DUTCH VENTURE INITIATIVE S.A. SICAR
Notes to the financial statements (continued)
For the year ended March 31, 2018
18. Interest in unconsolidated structured entities and in investment entities (continued)
18.1 Interest in structured entities in relation to Private Equity operations (continued)
Operations are typically structured as follows:
•

An investment fund is setup with a General Partner (hereafter “GP”) and with a number of Limited
Partners (hereafter “LPs”), who form together the Limited Partnership. In addition, the Limited
Partnership Agreement discloses the investment strategy foreseen within the entity and agreed between
the GP and the LPs;

•

When financing is brought by the LPs, full authority and power is given to the GP, which could delegate
the investment part to an investment manager;

•

The use of voting rights by the LPs is often foreseen to revocate the GP either with a cause or without
cause. Even if an investment board within the entity is setup, it should be noted that such an investment
board has a consultative role only and is not therefore one of the decision-making bodies of the Limited
Partnership.

The Company is an LP, it does not act as a GP and is from time to time a member of the consultative investment
board. Commitments have been made to funds that focus on investments in innovative SMEs with above average
future growth prospects and a strong competitive position in their sector.
As at the year end all investments in unconsolidated structured entities are recognised in assets at fair value through
the profit or loss.
As at 31 March 2018, the Company’s interest ranged from 5.5% to 26.1% and the maximum loss exposure from
PE structured entities is limited to the amount of committed investments as disclosed in Note 5. The nature of
these investments is further detailed in Note 5 and the risk exposure in Note 3.

19. Subsequent events
There is no material subsequent event to be mentioned.

37